TIDMTYM
RNS Number : 8520I
Tertiary Minerals PLC
14 December 2015
Tertiary Minerals plc
("Tertiary" or "the Company")
14 December 2015
Audited Results for the year to 30 September 2015
Tertiary Minerals plc, the AIM traded company building a
strategic position in the fluorspar sector, is pleased to announce
is pleased to announce audited results for the year ended 30
September 2015.
Operational Highlights for 2015
-- Fundraising of GBP1,000,000 before expenses in very difficult market conditions
-- Storuman Exploitation (Mine) Permit application progressed
through final stages of stakeholder consultation with a decision
anticipated shortly
-- Continuing progress on Storuman Preliminary Feasibility Study minerals processing testwork
-- 132% increase (contained fluorspar) in the JORC compliant
Mineral Resource Estimate for the MB Project in Nevada, USA:
Indicated 6.1 million tonnes grading 10.8% fluorspar (CaF(2) ) and
inferred 80.3 million tonnes grading 10.7% (CaF(2) ) at 9% CaF(2)
cut-off
-- Higher fluorspar grades and thick intersections encountered
in the newly discovered Western Area of the MB Project
-- Fourth drill programme started at MB Project, key objective:
target potential higher grade fluorspar and extent in the newly
discovered Western Area
Richard Clemmey, Managing Director of the Company, commented
today: "It has been a year of solid progress on our key Storuman
and MB fluorspar projects. We have increased our fluorspar Mineral
Resources at MB substantially in 2015 and hope to secure the Mining
Concession at Storuman shortly. We are looking forward to the
results of drilling now in progress at MB and to advancing economic
and technical studies in 2016. "
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 / Tercel
Moore +44 (0)20 3470 0470
Beaufort Securities Ltd
Joint Broker
Jon Belliss / Elliot
Hance +44 (0)20 7382 8300
Yellow Jersey PR Limited
Dominic Barretto +44 (0)7768 537 739
CHAIRMAN'S STATEMENT
I am pleased to present the Company's Annual Report and
Financial Statements for the year ended 30 September 2015.
Our Annual Report provides an important opportunity to
communicate to our stakeholders the Company's progress during the
past year and to review this progress against our strategic plan,
its main aims and objectives. I am pleased to say that we have held
firm to this plan, despite the strong economic headwinds, and in
his Operating Review our Managing Director Richard Clemmey is
reporting good operational progress in 2015 on our core fluorspar
projects.
At the Storuman Fluorspar Project in Sweden considerable
management time has been invested in progressing our Exploitation
(Mine) Permit application through various stages of stakeholder
consultation. This project has strong support amongst most
stakeholder groups, including the County Administration Board and
the local municipality which have responsibility for key planning
decisions in the project area. The final decision on the
Exploitation Permit lies with the Mining Inspectorate but with this
support we are anticipating a positive decision on the application
and believe a decision will be made shortly. The issue of a mine
permit is an important step in developing the Storuman project and
will secure our rights to exploit the deposit for a 25 year period.
In 2016 our work will continue with optimisation of the
metallurgical flowsheets and production of concentrates for market
characterisation.
In the USA, the largest market for fluorspar outside of China,
our most tangible achievement this year has been the 132% increase
in contained fluorspar in the JORC compliant mineral resource at
the MB Project in Nevada. This has confirmed the world class scale
of the deposit which was previously only indicated. The highlight
of the resource drilling programme was the identification of the
newly designated Western Area where a 300m thick zone of fluorspar
mineralisation was intersected. This exploration success validates
the Company's exploration strategy and follow-up drilling is now in
progress in this Western Area. Our objective is to define the
extent of higher grades of fluorspar mineralisation in this area
and the results are eagerly anticipated. In 2016 we expect that the
focus will move on to process testwork, economic modelling and
permitting studies. Should the current drilling be successful, we
can also look forward to a further Mineral Resource upgrade in
early 2016.
Our activities are being funded predominantly through placings
which, in calendar 2015, raised GBP1million, despite very
challenging market conditions. The collapse of the iron ore price
earlier this year was the catalyst for a step-change in negative
sentiment towards the commodity sector and a further indication of
slowing growth in the Chinese economy. Fluorspar demand and hence
also prices have also declined during the year but recently appear
to have stabilised at current levels. In common with many industry
participants we do not believe that the current low fluorspar
prices are sustainable in the medium term.
Undoubtedly the 2008 financial crisis and the slowing of Chinese
economic growth have cast a long shadow over equity markets and the
junior mining sector has suffered badly in recent years, but we
firmly believe that the investments we make now will stand the
Company in good stead as the wider global economy moves into
steadier growth and we foresee a recovery in fluorspar prices and
demand as a consequence.
We look forward to reporting further progress in 2016 and to
meeting shareholders again at our next
Annual General Meeting to be held on Thursday 18(th) February
2016.
Patrick Cheetham
Executive Chairman
11 December 2015
STRATEGIC REPORT
Tertiary Minerals plc is an AIM-traded mineral exploration and
development company building a strategic position in the fluorspar
sector.
Group Overview - What we do
Principal Activities
The principal activity of the Group is the identification,
acquisition, exploration and development of mineral projects with
primary focus on fluorspar.
The head office is based in Macclesfield in the United Kingdom
with core operating locations in Storuman in Sweden, Lassedalen in
Norway and the MB Project in Nevada, USA.
Company's Opportunity in Fluorspar (CaF(2) )
Fluorspar is an essential raw material in the basic chemical,
steel and aluminum industries and in a growing number of high-tech
green technologies and pharmaceutical applications.
Fluorspar has a growing economic and strategic importance;
defined as a strategic mineral in the US with 100% net import
reliance; identified by the European Commission as a critical raw
material facing a potential supply shortage.
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, acquisition 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.
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 reimburses a portion of Tertiary's office
costs. As at the date of this announcement Tertiary is a
significant shareholder (as defined under the AIM Rules) of Sunrise
Resources plc, holding 7.66%.
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.
Operating Review and Performance
Despite very difficult market conditions for natural resource
companies the Company has maintained momentum with the development
of its 100% owned fluorspar projects through the mining cycle in
line with its aims and strategy.
In 2015 the Company has increased its fluorspar Mineral Resource
asset base by 67% to 13.1 million tonnes of contained fluorspar as
defined and categorised under the JORC Code 2012*.
*The Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves prepared by the Joint Ore
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
2015 Highlights
(MORE TO FOLLOW) Dow Jones Newswires
December 14, 2015 02:00 ET (07:00 GMT)
-- Exploitation (Mine) Permit application progressed through
final stages of stakeholder consultation, decision on permit award
anticipated shortly
-- Continuing progress on Preliminary Feasibility Study minerals
processing testwork and end user engagement
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 recently 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 submitted its Exploitation (Mine) Permit application
in July 2014 to the Swedish Mining Inspectorate. Following
submission the Company and Swedish Mining Inspectorate has engaged
in a process of consultation with key stakeholder groups who may be
affected by the mining project, including:
-- Landowners
-- Storumans Kommun (local municipality/council)
-- County Administration Board of Västerbotten (regional council)
-- Sami Reindeer Husbandry Community
-- Trafikverket (Swedish transport administration)
-- Vattenfall (Swedish electricity producer)
-- Skanova (Swedish telecommunications provider)
Following the extensive consultation process over the last 15
months, accounting for a significant amount of the Company's
management time, 6 of the 7 key stakeholder groups have given their
support to the Storuman Exploitation (Mine) Permit area including
approval from both the Storumans Kommun (local
municipality/council) and the County Administration Board of
Västerbotten (regional council). The Sami reindeer husbandry
community has objected to the application despite the efforts of
the Company and its consultants to find solutions allowing mining
operations and reindeer husbandry to co-exist. The final decision
for the Exploitation (Mine) Permit approval now sits with the
Swedish Mining Inspectorate and, given the majority stakeholder
support for the project Tertiary Minerals anticipates that a
positive decision will be made shortly.
Preliminary Feasibility Study
During the last 12 months the Company has contracted the
services of a specialist mineral processing consultancy to complete
the final phase of Preliminary Feasibility Study (PFS) level
metallurgical testwork with two key objectives:
-- Optimisation of grind size
-- Optimisation of recovery
Whilst the key chemical specifications have been met and
improvements have been made to the processing flow sheet, the test
work is producing a fluorspar concentrate which is still finer than
the 'typical' market specification. It is critical at this stage
that the Company engages with key end users to discuss their
technical requirements and the suitability of the Storuman
fluorspar concentrate. The Company has therefore recently completed
a programme of constructive discussions and plant visits with
various end users. Based on the discussions and advice provided by
the end users the Company, together with its specialist mineral
processing consultancy, is in the process of scoping a detailed
work programme with the following objectives:
-- Batch and locked cycle tests to optimise the balance between recovery and grind size
-- Finalise the process flow sheet design (PFS level)
-- Produce final fluorspar concentrate sample for reactivity test work
-- Complete reactivity test work to test the suitability of
Storuman fluorspar concentrate for the production of Hydrogen
Fluoride (HF)
Before progressing onto the outstanding phases of the
Preliminary Feasibility Study it is critical that the Company
receives its Exploitation (Mine) Permit approval and that each
phase of the detailed test work programme is successful.
MB Fluorspar Project, Nevada, USA
2015 Highlights
-- 132% increase (contained fluorspar) in the JORC compliant Mineral Resource Estimate
-- Higher grades and thick intersections encountered in the newly discovered Western Area
-- Phase 4 drilling programme - underway December 2015/January 2016
The MB Property comprises 46 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 and justifiably 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. The USA, like Europe, 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.
JORC Compliant Mineral Resource Estimate Increase
Following Phase 3 drilling, completed in 2014, comprising 9
holes and totalling 2,516 metres, the Company commissioned Wardell
Armstrong International Ltd (WAI) to complete a JORC 2012 compliant
Mineral Resource Estimate upgrade for the MB Project. This Mineral
Resource Estimate of 86.4 million tonnes grading 10.7% fluorspar
(CaF(2) ) represents a 132% increase of contained fluorspar to the
maiden JORC compliant Mineral Resource Estimate of 38.4 million
tonnes grading 10.4% fluorspar (CaF(2) ) completed in 2014. The
increase has taken the Company's 100% owned fluorspar Mineral
Resources (all projects) to 13.1 million tonnes of contained
fluorspar representing a 67% increase from last year. The increase
further strengthens the Company's aim of becoming a reliable
long-term and competitive supplier of high quality fluorspar to
world markets.
The Phase 3 drilling campaign discovered an exciting new zone of
mineralisation in the Western Area which is of higher fluorspar
grades with thicker intersections than previously encountered.
Particularly interesting holes were 14TMBRC27, 14TMBRC32 and
14TMRC33:
-- Hole 14TMBRC032:
Ø 82.30m grading 11.31% CaF(2) from 48.77m depth, total of
several significant fluorspar intersections
Ø Including 18.29m grading 16.42% CaF(2) from 51.82m, total of
several higher grade intersections above 15% CaF(2)
-- Hole 14TMBRC033:
Ø 132.59m grading 12.90% CaF(2) from 91.44m depth, total of
several significant fluorspar intersections
Ø Including 71.63m grading 15.69% CaF(2) from 96.01m, total of
several higher grade intersections above 15% CaF(2)
-- Hole 14TMBRC027 - 307.85m grading 8.42% CaF(2) from 59.44m depth, including:
Ø 141.73m grading 11.55% CaF(2) of continuous mineralisation
from 225.55m depth
Ø 70.10m grading 16.63% CaF(2) from 59.44m, total of several
higher grade intersections above 15% CaF(2)
The above intersected widths are believed equivalent to true
widths.
Geophysical Programme and Phase 4 Drilling
Following the Phase 3 drilling and Mineral Resource Estimate
upgrade the Company has completed a 166 line-km ground magnetic
survey in order to gain an improved geological understanding of the
fluorspar deposit potential structural controls and better
understand the true potential of the deposit. Using the magnetic
data together with the previous drilling results, the Company has
planned the next phase of drilling, Phase 4, with the key objective
being to:
-- Test the lateral and depth extent of higher grade
mineralisation in the newly discovered Western Area
Five holes are being drilled, totalling more than 1800m, using
the reverse circulation drilling method.
Metallurgical Testwork
Early stage bench scale metallurgical test work to ascertain the
potential for producing acid grade fluorspar commenced in 2015, but
were placed on hold once the results of the 2014 drilling programme
were modelled. The key reason for doing this is that the mineralogy
and nature of fluorspar mineralisation differs between the Central,
Southern and Western Areas and it is important that the samples
being tested are both representative and defined in terms of the
potential mining phases.
The Next Step
Phase 4 drilling will be carried out during December 2015 and
January 2016. Following the receipt of the Phase 4 drilling results
the Company's objective is to contract an independent consultant to
re-model and upgrade the current JORC compliant Mineral Resource
Estimate during the first half of 2016. The results from the
modelling will enable the Company to move onto the next phases of
development in the second half of 2016, including:
-- Metallurgical testwork
-- Economic modelling
-- Scoping Study
-- Mine Permit planning
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 2014/2015 and given
the commitments on its other fluorspar projects and in the absence
of expenditure obligations, further exploration at the Lassedalen
project has been deferred for the time being. The objective in the
future will be further drilling aimed at increasing the size of the
current JORC compliant Mineral Resource Estimate of 4 million
tonnes grading 25% fluorspar (CaF(2) ).
Non-Core Projects
The Company has not completed any material work on its non-core
projects during the year but continues to seek potential partners
or buyers for its gold projects (Kaaresselkä and Kiekerömaa) and
tantalum (Rosendal) project in Finland. The Ghurayyah
tantalum-niobium-rare earth project continues to be on hold pending
the issue of a new exploration licence.
Health and Safety
(MORE TO FOLLOW) Dow Jones Newswires
December 14, 2015 02:00 ET (07:00 GMT)
The Group has maintained strict compliance with its Health and
Safety Policy and is pleased to report there have been no lost time
accidents 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 and Strategic Opportunity(*)
Fluorspar - Principal Uses
There are two principal commercial grades of fluorspar
produced:
-- Metallurgical-spar (60-96% CaF(2) )
-- Acid-spar (+97% CaF(2) )
Metallurgical-spar accounts for approximately 40-45% of the
total fluorspar production with the principal applications
being:
-- Steel production - used as a flux to lower the melting
temperature and increase the chemical reactivity to help the
absorption and removal of sulphur, phosphorus, carbon and other
impurities in the slag
-- Cement - used as a flux to speed up the calcination process
and enables the kiln to operate at lower temperatures
Acid-spar, the grade of fluorspar which the Company is planning
to produce, accounts for approximately 55-60% of total fluorspar
production with the principal applications being:
-- Aluminium production - used to produce aluminium fluoride
(ALF(3) ) which acts as a flux to lower the bath temperature in the
manufacture of aluminium
-- Manufacture of hydrofluoric acid (HF) - the primary source of
all fluorochemicals (the single largest consumer of fluorspar),
with a wide range of applications including:
-- Fluorocarbons, e.g. refrigerant gases, propellants, etc
-- Electrical and electronic appliances
-- Lithium batteries
-- Pharmaceuticals, polymers and agrochemicals
-- Petrochemical catalysts
Fluorspar - Production and Consumption
The current global production fluorspar is 6.0-6.5 million
tonnes per year:
-- Major producing regions: China (>50% of the world's
production); Mexico; Mongolia/CIS; South Africa
-- Major Consuming regions (highest to lowest): China; Europe; North America; Russia
Fluorspar - Pricing
-- The global supply and demand for fluorspar has seen steady
growth over the decade 1998 to 2008 - reflected in the long-term
upward trend in price > 3 fold since 2000
-- In 2009 the global financial crisis contributed to a
contraction in acid-spar supply and demand followed by a short-term
recovery in 2011
-- From the latter part of 2012 and through 2015 demand for
acid-spar has softened - reflected in the short-term downward trend
in the price
-- The China export price for acid-spar (FOB China) is a
traditional benchmark price and is currently published as
US$260-280/tonne (Industrial Minerals Magazine). The equivalent
price delivered into Europe (CIF Rotterdam) is published as
US$270-300/tonne.
The current price weakness does not impact the Company's
long-term strategy as it is not yet in production and the positive
macroeconomic drivers for future prices are essentially
unchanged.
Fluorspar - Tertiary Minerals Strategic Opportunity
-- Industry view (producers, end users, analysts) is that demand
and price will increase in the medium to long-term, the key drivers
being:
-- No large scale commercial alternative or recycling
-- Refrigeration - new generation of environmentally friendly
refrigerants, hydrofluoroolefins (HFO's)
-- Energy reduction in the steel and aluminium industry
-- Emerging uses - fluoropolymers in lithium batteries for
example
-- Chinese supply-demand dynamics
-- China Produces >50% world's fluorspar
-- China fluorspar exports have continued to decline since 2000
driven by increasing internal demand and production/export
restrictions - potentially a future net importer
-- Western Europe and North America are the largest acid-spar
consuming regions outside of China, importing more than 900,000
tonnes per year
-- USA imports 100% of its fluorspar
-- North America and Europe face the potential risk of security
of supply - reflected in upstream merger and acquisition
integration activity in the industry
-- Fluorspar is classified as a critical raw material by the
European Commission - high risk of supply shortage and consequent
impact on the economy
-- USA considers fluorspar as a strategic mineral
Based on macroeconomic drivers the Company is strategically
placed to capitalise on this position in the future by developing
its 100% owned large fluorspar assets, containing fluorspar
resources of 13.1 million tonnes, located in the USA and
Europe.
*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.
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 GBP674,991 for the year (2014:
GBP358,807) after administration costs of GBP569,515 (2014:
GBP586,595 reclassified) and after crediting interest of GBP2,314
(2014 GBP4,412). The loss includes expensed pre-licence and
reconnaissance exploration costs of GBP23,869 (2014: GBP9,214),
impairment of deferred exploration costs of GBP4,522 (2014:
GBP3,254) and impairment of available for sale investment (the
Company's share in Sunrise Resources plc) of GBP260,997 (2014:
Nil). Administration costs include GBP63,278 (2014: GBP71,448) as
non-cash costs for the value of certain options and warrants held
by employees and others as required by IFRS 2.
Management and service charge revenue of GBP181,598 (2014:
GBP163,136) arises from the provision of management, administration
and office services to Sunrise Resources plc, to the benefit of
both companies through efficient utilisation of services.
The financial statements show that, at 30 September 2015, the
Group had net current assets of GBP297,344 (2014: GBP887,072). 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 intangible assets total GBP3,536,609
(2014: GBP3,051,724) 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
additional amount of GBP4,522 was impaired in respect of costs
incurred in the year 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.
In the current reporting period an impairment review was
undertaken by the directors on the carried amount in the Available
for Sale investment Revaluation reserve, to ascertain whether the
decline in fair value of the investment in Sunrise Resources plc
could be considered to be significant or prolonged, as required
under IAS 39.
The nature of the activity of Sunrise Resources plc is similar
to that of Tertiary Minerals plc in that it is involved in long
term mineral development and exploration. The projects within the
company will typically take over 5 years to develop before they can
be commercially exploited and until the end of a project it is
expected that there will be volatility in the share price of the
company. Whilst the Available for Sale Revaluation reserve has been
negative since 05/11/2012, in the context of this entity, this is
not considered prolonged given the timescales of the associated
projects. Furthermore, due to the inherent volatility in the nature
of the investment during the lifecycle of the projects, and taking
into account the Directors detailed knowledge of the business of
Sunrise Resources plc, the current decline in fair value is not
considered of significance to the underlying business nor its share
price.
However, it was decided that the decline in fair value was
likely to be deemed significant under the requirements of IAS 39;
therefore the carried value of GBP260,997 in the Available for Sale
Revaluation reserve has been impaired and reclassified to the
Consolidated Income Statement, thereby increasing the loss for the
year.
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.
(MORE TO FOLLOW) Dow Jones Newswires
December 14, 2015 02:00 ET (07:00 GMT)
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
During the 2015 financial year the Company raised a total of
GBP325,050 net of expenses from a variety of sources as shown in
Note 14 of the Financial Statements.
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 are always subject to uncertainties in the
underlying assumptions which include geological projection, metal
price assumptions and other technical and financial
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, groundwater conditions and other geological
conditions may still render a mining and processing operation
economically or technically non-viable.
Commodity Price Risk
Changes in commodity prices can affect the economic viability of
mining projects and affect decisions on continuing exploration
activity.
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 may contain certain statements and
expressions of belief, expectation or opinion which are
forward-looking statements, and which relate, inter alia, to the
Company's proposed strategy, plans and objectives or to the
expectations or intentions of the Company's directors. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the control of the
Company that could cause the actual performance or achievements of
the Company to be materially different from such forward-looking
statements.
This Strategic Report was approved by the Board of Directors on
11 December 2015 and signed on its behalf.
Richard Clemmey
Managing Director
OUR GOVERANCE
Corporate Governance
Although the rules of AIM do not require the Company to comply
with the UK Corporate Governance Code ("the Code"), the Company
fully supports the principles set out in the Code and will attempt
to comply wherever possible, given both the size and resources
available to the Company.
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.
The two non-executive directors have both served in excess of
nine years and under the terms of the Code would not now be
regarded as independent. However, 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.
The Company has 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 18.
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
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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 best practice 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 2015, Tertiary Minerals plc held 7.66% 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 2015, 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
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
out 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 14 days of average daily purchases (2014: 17
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.
Board of Directors
The Directors and Officers of the Company are:
Patrick Cheetham (55)
Executive Chairman
Key Strengths and Experience
-- Geologist.
-- 34 years experience in mineral exploration.
-- 29 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 (43)
Managing Director
Key Strengths and Experience
-- Chartered Engineer.
-- 22 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.
David Whitehead (73)
Non-Executive Director
Key Strengths and Experience
-- Mining geologist.
-- 42 years' experience in all aspects of mineral exploration,
mine development and operations management including senior
Executive Management experience in major mining companies: Billiton
plc and BHP Billiton Plc.
-- 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.
Donald McAlister (56)
Non-Executive Director*
Key Strengths and Experience
-- Accountant.
-- Previously Finance Director at Mwana Africa plc, Ridge Mining plc and Reunion Mining PLC.
-- 21 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.
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 and applicable law. 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.
They are further responsible for ensuring that the Strategic
Report and the Report of the Directors and other information
included in the Annual Report and Financial Statements is prepared
in accordance with applicable law in the United Kingdom.
Website publication
The maintenance and integrity of the Tertiary Minerals plc web
site is the responsibility of the directors; the work carried out
by the auditors does not involve the consideration of these matters
and, accordingly, the auditors accept no responsibility for any
changes that may have occurred in the accounts since they were
initially presented on the website. Legislation in the United
Kingdom governing the preparation and dissemination of the accounts
and the other information included in annual reports may differ
from legislation in other jurisdictions.
Information From Directors' Report
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The directors are pleased to submit their Annual Report and
audited accounts for the year ended 30 September 2015.
The Strategic Report contains details of the principal
activities of the Company and includes the Operating Review &
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. 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 their
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.
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
share register:
Number % of
As at 11 December 2015 of shares share
capital
-------------------------------------- ---------- --------
Barclayshare Nominees Limited 21,421,386 9.88
---------- --------
TD Direct Investing Nominees (Europe)
Limited SMKTNOMS 19,684,449 9.08
---------- --------
HSDL Nominees Limited 10,277,009 4.74
---------- --------
Beaufort Nominees Limited SSLNOMS 10,052,907 4.64
---------- --------
Hargreaves Lansdown (Nominees)
Limited VRA 8,519,391 3.93
---------- --------
Hargreaves Lansdown (Nominees)
Limited 15942 8,470,523 3.91
---------- --------
Ronald Bruce Rowan 8,000,000 3.69
---------- --------
HSBC Client Holdings Nominee (UK)
Limited 731504 7,549,004 3.48
---------- --------
Mr Patrick Lyn Cheetham 7,533,288 3.48
---------- --------
JIM Nominees Limited JARVIS 7,256,199 3.35
---------- --------
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
A resolution to re-appoint Crowe Clark Whitehill LLP as Auditor
of the Company and the Auditor of the Company and the Group will be
proposed at the forthcoming Annual General Meeting.
Charitable and Political Donations
During the year, the Group made no charitable or political
donations. However, in 2015 the Company provided modest sponsorship
of the local ice hockey team in Storuman, Sweden.
Annual General Meeting
Notice of the Company's Annual General Meeting will be sent to
shareholders with the 2015 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 2015 or 2014. The financial information for 2014 is
derived from the Statutory Accounts for 2014. Full audited accounts
in respect of that financial period have been delivered to the
Registrar of Companies. The Statutory Accounts for 2015 will be
delivered to the Registrar of Companies following the Company's
Annual General Meeting. The auditors have reported on the 2015 and
2014 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 2015
Reclassified
2015 2014
Notes GBP GBP
-------------------------------------- --------- ------------------ ------------
Revenue 1(q),2,18 181,598 163,136
Administration costs (569,515) (586,595)
Pre-licence exploration costs (23,869) (9,214)
Impairment of deferred exploration
costs 8 (4,522) (3,254)
Non-cash movement of liability under
Equity Swap Agreement - 72,708
Operating loss (416,308) (363,219)
Transfer from available for sale
investment reserve on impairment
of available for sale investment (260,997) -
Interest receivable 2,314 4,412
-------------------------------------- --------- ------------------ ------------
Loss before income tax 3 (674,991) (358,807)
Income tax 7 - -
Loss for the year attributable to
equity holders of the parent (674,991) (358,807)
-------------------------------------- --------- ------------------ ------------
Loss per share - basic and diluted
(pence) 6 (0.37) (0.22)
-------------------------------------- --------- ------------------ ------------
All amounts relate to continuing activities.
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2015
2015 2014
GBP GBP
------------------------------------------------ ---------- -----------
Loss for the year (674,991) (358,807)
------------------------------------------------ ---------- -----------
Items that could be reclassified subsequently
to the income statement:
Foreign exchange translation differences
on foreign currency net investments
in subsidiaries (59,439) (161,845)
------------------------------------------------ ---------- -----------
(734,430) (520,652)
------------------------------------------------ ---------- -----------
Items that have been reclassified subsequently
to the Income Statement:
Fair value movement on available for
sale investment (112,702) (61,896)
Transfer from available for sale investment
reserve on impairment of available for 260,997 -
sale investment
------------------------------------------------ ---------- -----------
148,295 (61,896)
------------------------------------------------ ---------- -----------
Total comprehensive loss for the year
attributable to equity holders of the
parent (586,135) (582,548)
------------------------------------------------ ---------- -----------
Consolidated and Company Statements of Financial Position
at 30 September 2015
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Company Number 03821411
Group Company Group Company
2015 2015 2014 2014
Notes GBP GBP GBP GBP
------------------------------- ----- ------------ ------------ ------------ ------------
Non-current assets
Intangible assets 8 3,536,609 - 3,051,724 -
Property, plant & equipment 9 7,296 6,961 8,856 7,804
Investment in subsidiaries 10 - 6,391,555 - 5,798,903
Available for sale investment 10 148,222 148,222 239,626 239,626
------------------------------- ----- ------------ ------------ ------------ ------------
3,692,127 6,546,738 3,300,206 6,046,333
------------------------------- ----- ------------ ------------ ------------ ------------
Current assets
Receivables 11 90,309 74,757 115,732 96,018
Cash and cash equivalents 12 309,815 245,140 942,890 873,326
400,124 319,897 1,058,622 969,344
------------------------------- ----- ------------ ------------ ------------ ------------
Current liabilities
Trade and other payables 13 (102,780) (49,573) (171,550) (99,220)
------------------------------- ----- ------------ ------------ ------------ ------------
Net current assets 297,344 270,324 887,072 870,124
------------------------------- ----- ------------ ------------ ------------ ------------
Net assets 3,989,471 6,817,062 4,187,278 6,916,457
------------------------------- ----- ------------ ------------ ------------ ------------
Equity
Called up share capital 14 1,878,592 1,878,592 1,743,020 1,743,020
Share premium account 8,812,452 8,812,452 8,622,974 8,622,974
Merger reserve 131,096 131,096 131,096 131,096
Share option reserve 14 443,813 443,813 426,721 426,721
Available for sale investment
reserve - - (148,295) (105,770)
Foreign currency reserve 14 (84,180) - (24,741) -
Accumulated losses (7,192,302) (4,448,891) (6,563,497) (3,901,584)
------------------------------- ----- ------------ ------------ ------------ ------------
Equity attributable to
the owners of the parent 3,989,471 6,817,062 4,187,278 6,916,457
------------------------------- ----- ------------ ------------ ------------ ------------
These financial statements were approved and authorised for
issue by the Board of Directors on 11 December 2015 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 Foreign
Share premium Merger option sale currency Accumulated
capital account reserve reserve reserve reserve losses Total
Group GBP GBP GBP GBP GBP GBP GBP GBP
---------------------- ------------- ------------- -------- -------- --------- --------- ----------- ---------
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)
---------------------- ------------- ------------- -------- -------- --------- --------- ----------- ---------
Share issue 125,358 614,370 - - - - - 739,728
Share based
payments expense - - - 71,448 - - - 71,448
Transfer of
expired options - - - (48,921) - - 48,921 -
---------------------- ------------- ------------- -------- -------- --------- --------- ----------- ---------
At 30 September
2014 1,743,020 8,622,974 131,096 426,721 (148,295) (24,741) (6,563,497) 4,187,278
---------------------- ------------- ------------- -------- -------- --------- --------- ----------- ---------
Loss for the
period - - - - - - (413,994) (413,994)
Transfer of
impairment
to income statement - - - - 260,997 - (260,997) -
Change in fair
value - - - - (112,702) - - (112,702)
Exchange differences - - - - - (59,439) - (59,439)
---------------------- ------------- ------------- -------- -------- --------- --------- ----------- ---------
Total comprehensive
loss for the
year - - - - 148,295 (59,439) (674,991) (586,135)
---------------------- ------------- ------------- -------- -------- --------- --------- ----------- ---------
Share issue 135,572 189,478 - - - - - 325,050
Share based
payments expense - - - 63,278 - - - 63,278
Transfer of
expired options - - - (46,186) - - 46,186 -
---------------------- ------------- ------------- -------- -------- --------- --------- ----------- ---------
At 30 September
2015 1,878,592 8,812,452 131,096 443,813 - (84,180) (7,192,302) 3,989,471
---------------------- ------------- ------------- -------- -------- --------- --------- ----------- ---------
Company Statements of Changes in Equity
Available
Share Share for
Share premium Merger option sale Accumulated
capital account reserve reserve reserve losses Total
Company GBP GBP GBP GBP GBP GBP GBP
--------------------- --------- --------- -------- -------- --------- ----------- ---------
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 expense - - - 71,448 - - 71,448
Transfer of
expired options - - - (48,921) - 48,921 -
--------------------- --------- --------- -------- -------- --------- ----------- ---------
At 30 September
2014 1,743,020 8,622,974 131,096 426,721 (105,770) (3,901,584) 6,916,457
--------------------- --------- --------- -------- -------- --------- ----------- ---------
Loss for the
period - - - - - (375,021) (375,021)
Transfer of
impairment to
income statement - - - - 218,472 (218,472) -
Change in fair
value - - - - (112,702) - (112,702)
--------------------- --------- --------- -------- -------- --------- ----------- ---------
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Total comprehensive
loss for the
year - - - - 105,770 (593,493) (487,723)
--------------------- --------- --------- -------- -------- --------- ----------- ---------
Share issue 135,572 189,478 - - - - 325,050
Share based
payments expense - - - 63,278 - - 63,278
Transfer of
expired options - - - (46,186) - 46,186 -
--------------------- --------- --------- -------- -------- --------- ----------- ---------
At 30 September
2015 1,878,592 8,812,452 131,096 443,813 - (4,448,891) 6,817,062
--------------------- --------- --------- -------- -------- --------- ----------- ---------
Consolidated and Company Statements of Cash Flows
for the year ended 30 September 2015
Group Company Group Company
2015 2015 2014 2014
Notes GBP GBP GBP GBP
---------------------------------- ----- ----------------- --------------------- ----------------- --------------
Operating activity
Total loss after tax (677,305) (600,316) (363,219) (335,153)
Depreciation charge 4,600 3,883 6,925 5,796
Impairment charge - exploration 4,522 - 3,254 -
Impairment charge - available
for sale investment
reserve 260,997 218,472 - -
Share based payment charge 63,278 63,278 71,449 71,449
Non-cash movement of
liability under Equity
Swap Agreement - - (72,708) (72,708)
Non-cash additions to
available for sale investment (21,298) (21,298) (71,271) (71,271)
Increase/(decrease) in
provision for impairment
of loans to subsidiaries - 2,166 - 452
(Increase)/decrease in
receivables 11 25,423 21,261 (34,242) (34,283)
Increase/(decrease) in
payables 13 (68,770) (49,647) (62,331) 26,952
---------------------------------- ----- ----------------- --------------------- ----------------- --------------
Net cash outflow from
operating activity (408,553) (362,201) (522,143) (408,766)
---------------------------------- ----- ----------------- --------------------- ----------------- --------------
Investing activity
Interest received 2,314 6,823 4,412 4,359
Purchase of intangible
assets 8 (560,250) - (788,482) -
Purchase of property,
plant & equipment 9 (3,040) (3,040) (7,176) (6,761)
Additional loans to subsidiaries - (594,818) - (902,459)
Net transfer from restricted
cash - - 336,333 336,333
Net cash (outflow)/inflow
from investing activity (560,976) (591,035) (454,913) 568,528
---------------------------------- ----- ----------------- --------------------- ----------------- --------------
Financing activity
Issue of share capital
(net of expenses) 325,050 325,050 739,728 739,728
Net cash inflow from
financing activity 325,050 325,050 739,728 739,728
---------------------------------- ----- ----------------- --------------------- ----------------- --------------
Net decrease in cash
and cash equivalents (644,479) (628,186) (237,328) (237,566)
---------------------------------- ----- ----------------- --------------------- ----------------- --------------
Cash and cash equivalents
at start of year 942,890 873,326 1,187,612 1,110,892
Exchange differences 11,404 - (7,394) -
---------------------------------- ----- ----------------- --------------------- ----------------- --------------
Cash and cash equivalents
at 30 September 12 309,815 245,140 942,890 873,326
---------------------------------- ----- ----------------- --------------------- ----------------- --------------
Notes to the Financial Statements
for the year ended 30 September 2015
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 - EPIC: TYM.
The Company is a holding company for a number of companies
(together, "the Group"). 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 their
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.
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 GBP593,493 (2014: GBP330,794).
(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 2015 and September 2015.
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
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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 Straight line
basis
Computer equipment 33% per annum Straight line basis
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) Revenue
Revenue is measured at the fair value of the consideration
received or receivable and represents amounts receivable for
services provided to Sunrise Resources plc net of discounts, VAT
and other sales-related taxes.
(k) 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 opening reserves are taken to the foreign
currency reserve.
(l) 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.
(m) Share based payments
The Company issues warrants and options to employees (including
directors) and third parties. 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
16.
(n) Equity swap agreement
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.
(o) 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 assets 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.
Available for sale assets represent a holding in Sunrise
Resources plc as described in note 10. The reduction in share price
from cost is considered significant in terms of value and as a
result the asset has been treated as impaired in line with the
requirements of IAS 39. This treatment is despite the fact that
Directors do not believe that the underlying business of Sunrise
Resources Plc is impaired either economically or commercially.
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.
(p) Standards, amendments and interpretations not yet
effective
A number of new standards and amendments to standards and
interpretations have been issued but are not yet effective and in
some cases have not yet been adopted by the EU.
The directors do not expect that the adoption of these standards
will have a material impact on the financial statements of the
Group in future periods, except that IFRS 9 will impact both the
measurement and disclosures of financial instruments and IFRS 15
may have an impact on revenue recognition and related disclosures.
At this point it is not practicable for the directors to provide a
reasonable estimate of the effect of IFRS 9 and IFRS 15 as their
detailed review of these standards is still ongoing.
(q) Reclassifications
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December 14, 2015 02:00 ET (07:00 GMT)
Reclassifications to comparative amounts have been made in the
Consolidated Income Statement and in Segmental analysis Note 2.
Income arising from management and service charges has been
reclassified into Revenue, previously included in and netted off
from Administration costs. Management and service charge income is
in respect of services provided to Sunrise Resources Plc, a related
party, as described in Note 18. This adjustment has been made in
order to more accurately show the activities of Tertiary Minerals
plc and its relationship with Sunrise Resources plc. The impact of
this adjustment has been to increase Revenue for the year by
GBP181,598 (2014: GBP163,136) with a corresponding increase in
Administration costs. This adjustment has had no impact on net
assets, operating loss, or the cash flow statement of the prior
year and no impact on opening reserves in either the current or the
prior period.
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
2015 GBP GBP GBP
---------------------------------------- ----------- --------- ------------
Consolidated Income Statement
Revenue (all UK) - 181,598 181,598
---------------------------------------- ----------- --------- ------------
Impairment of deferred exploration
costs (4,522) - (4,522)
Pre-licence exploration costs (23,869) - (23,869)
Transfer from available for
sale investment reserve on impairment
of available for sale investment - (260,997) (260,997)
Share based payments - (63,278) (63,278)
Administration costs and other
expenses - (506,237) (506,237)
---------------------------------------- ----------- --------- ------------
Operating Loss (28,391) (648,914) (667,305)
Bank interest received - 2,314 2,314
---------------------------------------- ----------- --------- ------------
Loss before income tax (28,391) (646,600) (674,991)
Income tax - - -
---------------------------------------- ----------- --------- ------------
Loss for the year attributable
to equity holders (28,391) (646,600) (674,991)
---------------------------------------- ----------- --------- ------------
Non-current assets
Intangible assets:
Deferred exploration costs:
Kaaresselkä Gold Project,
Finland 289,421 - 289,421
Kiekerömaa Gold Project,
Finland 132,467 - 132,467
Lassedalen Fluorspar Project,
Norway 360,585 - 360,585
Storuman Fluorspar Project,
Sweden 1,656,135 - 1,656,135
MB Fluorspar Project, USA 1,098,001 - 1,098,001
---------------------------------------- ----------- --------- ------------
3,536,609 - 3,536,609
Property, plant & equipment - 7,296 7,296
Investment in subsidiaries - - -
Available for sale investment - 148,222 148,222
---------------------------------------- ----------- --------- ------------
3,536,609 155,518 3,692,127
---------------------------------------- ----------- --------- ------------
Current assets
Receivables 15,106 75,203 90,309
Cash and cash equivalents - 309,815 309,815
15,106 385,018 400,124
---------------------------------------- ----------- --------- ------------
Current liabilities
Trade and other payables (46,743) (56,037) (102,780)
Net current assets (31,637) 328,981 297,344
---------------------------------------- ----------- --------- ------------
Net assets 3,504,972 484,499 3,989,471
---------------------------------------- ----------- --------- ------------
Other data
Deferred exploration additions 560,250 - 560,250
Exchange rate adjustments to
deferred exploration costs - 70,843 70,843
---------------------------------------- ----------- --------- ------------
Reclassified Reclassified
Exploration Head Reclassified
Projects Office Total
2014 GBP GBP GBP
--------------------------------------- ------------ ------------ ------------
Consolidated Income Statement
Revenue (all UK) - 163,136 163,136
--------------------------------------- ------------ ------------ ------------
Impairment of deferred exploration
costs (3,254) - (3,254)
Pre-licence exploration costs (9,214) - (9,214)
Share based payments - (71,448) (71,448)
Administration costs and other
expenses - (442,439) (442,439)
--------------------------------------- ------------ ------------ ------------
Operating Loss (12,468) (350,751) (363,219)
Bank interest received - 4,412 4,412
--------------------------------------- ------------ ------------ ------------
Loss before income tax (12,468) (346,339) (358,807)
Income tax - - -
--------------------------------------- ------------ ------------ ------------
Loss for the year attributable
to equity holders (12,468) (346,339) (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
- 1,058,622 1,058,622
--------------------------------------- ------------ ------------ ------------
Current liabilities
Trade and other payables (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
--------------------------------------- ------------ ------------ ------------
3. Loss before income tax
2015 2014
GBP GBP
--------------------------------------------- ------ ------
The operating loss is stated after
charging
Operating lease rentals - land and
buildings 19,290 18,644
Fees payable to the Group's Auditor
for:
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December 14, 2015 02:00 ET (07:00 GMT)
The audit of the Group's annual accounts 6,000 6,500
Fees payable to the Group's Auditor
and its associates for other services:
The audit of the Group's subsidiaries,
pursuant to legislation 3,000 3,500
Other services 1,000 1,250
Depreciation - owned assets 4,600 6,925
--------------------------------------------- ------ ------
4. Directors' emoluments
Restated
2015 2014
GBP GBP
-------------------------------------- ------- --------
Remuneration in respect of directors
was as follows:
P L Cheetham (salary) 108,706 106,006
R H Clemmey (salary) 81,530 79,504
D A R McAlister (salary) 16,000 14,667
D Whitehead (fees and salary) 15,519 14,667
P L Cheetham (gain on exercise of
share options) - 56,250
221,755 271,094
-------------------------------------- ------- --------
Restatement of directors' emoluments at 30 September 2014
Restatement relates to P L Cheetham and R H Clemmey where the
2014 comparatives did not include the salary amounts charged to
Sunrise Resources plc (see Note 18).
The above remuneration amounts include the management and
administration costs charged to Sunrise Resources plc as set out in
Note 18. 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 GBP48,949 (2014: GBP45,970) or
Employer's National Insurance contributions of GBP25,076 (2014:
GBP32,221 (restated)).
There were no pension contributions made during the year on
behalf of Directors (2014: nil).
The directors are also the key management personnel. If all
benefits are taken into account, the total key management personnel
compensation would be GBP270,704 (2014: GBP317,064).
5. Staff costs
Restated
2015 2014
GBP GBP
---------------------------------------- ------- --------
Staff costs for Group and Company,
including directors, were as follows:
Wages and salaries 329,801 296,636
Social security costs 34,757 41,747
Share based payments 58,730 63,360
---------------------------------------- ------- --------
423,288 401,743
---------------------------------------- ------- --------
Restatement of staff costs at 30 September 2015
The 2014 comparatives did not include the salary amounts charged
to Sunrise Resources plc (see Note 18).
The average monthly number of employees, including directors,
employed by the Group and Company during the year was as
follows:
2015 2014
Number Number
------------------------------------- ------- -------
Technical employees 3 3
Administration employees (including
non-executive directors) 5 4
------------------------------------- ------- -------
8 7
------------------------------------- ------- -------
The above staff costs include the management and administration
costs charged to Sunrise Resources plc as set out in Note 18.
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.
2015 2014
---------------------------------- ----------- -----------
Loss (GBP) (674,991) (358,807)
Weighted average shares in issue
(No.) 181,090,346 165,522,417
Basic and diluted loss per share
(pence) (0.37) (0.22)
---------------------------------- ----------- -----------
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. Income tax
No liability to corporation tax arises for the year due to the
Group recording a taxable loss (2014: 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 - 20% (2014: 21%). The differences are explained below.
2015 2014
GBP GBP
---------------------------------------------- ----------- -----------
Tax reconciliation
Loss before income tax (674,991) (358,807)
---------------------------------------------- ----------- -----------
Tax at hybrid rate 20.5% (2014: 22%) (138,373) (78,938)
---------------------------------------------- ----------- -----------
Differences between capital allowances
and depreciation (549) (1,280)
Pre-trading expenditure no longer deductible
for tax purposes 85,476 548,413
---------------------------------------------- ----------- -----------
Tax effect at 20.5% (2014: 22%) 17,410 120,369
---------------------------------------------- ----------- -----------
Unrelieved tax losses carried forward (120,963) (41,431)
---------------------------------------------- ----------- -----------
Tax recognised on loss - -
---------------------------------------------- ----------- -----------
Total losses carried forward for tax
purposes (4,999,880) (4,409,816)
---------------------------------------------- ----------- -----------
Factors that may affect future tax charges
The Group has total losses carried forward of GBP4,999,880
(2014: GBP4,409,816). This amount would be charged to tax, thereby
reducing tax liability, 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
2015 2014
Group GBP GBP
---------------------- --------------- ---------------
Cost
At start of year 4,309,680 3,675,649
Additions 560,250 788,482
Exchange adjustments (70,843) (154,451)
---------------------- --------------- ---------------
At 30 September 4,799,087 4,309,680
---------------------- --------------- ---------------
Impairment losses
At start of year (1,257,956) (1,254,702)
Charge during year (4,522) (3,254)
---------------------- --------------- ---------------
At 30 September (1,262,478) (1,257,956)
---------------------- --------------- ---------------
Carrying amounts
At 30 September 3,536,609 3,051,724
---------------------- --------------- ---------------
At start of year 3,051,724 2,420,947
---------------------- --------------- ---------------
9. Property, plant & equipment
Group Group
fixtures Company fixtures Company
and fixtures and fixtures
fittings and fittings fittings and fittings
2015 2015 2014 2014
GBP GBP GBP GBP
--------------------- --------- ------------- --------- -------------
Cost
At start of year 50,544 33,006 63,082 32,508
Additions 3,040 3,040 7,176 6,761
Disposals (162) - (19,714) (6,263)
--------------------- --------- ------------- --------- -------------
At 30 September 53,422 36,046 50,544 33,006
--------------------- --------- ------------- --------- -------------
Depreciation
At start of year (41,688) (25,202) (54,477) (25,669)
Charge for the year (4,600) (3,883) (6,925) (5,796)
Disposals 162 - 19,714 6,263
At 30 September (46,126) (29,085) (41,688) (25,202)
--------------------- --------- ------------- --------- -------------
Net Book Value
At 30 September 7,296 6,961 8,856 7,804
--------------------- --------- ------------- --------- -------------
At start of year 8,856 7,804 8,605 6,839
--------------------- --------- ------------- --------- -------------
10. Investments
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December 14, 2015 02:00 ET (07:00 GMT)
Subsidiary undertakings
Country of Type and percentage
incorporation/ of shares held at Principal
Company registration 30 September 2015 activity
------------------ --------------- ----------------------- -------------------
Tertiary Gold England &
Limited Wales 100% of ordinary shares Mineral exploration
Tertiary (Middle England &
East) Limited Wales 100% of ordinary shares Mineral exploration
Tertiary Minerals
US Inc. Nevada, USA 100% of ordinary shares Mineral exploration
Company Company
2015 2014
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 682,301 680,135
Less - Provision for impairment (682,301) (680,135)
Loan - Tertiary Gold Limited 5,045,884 4,858,599
Loan - Tertiary Minerals US Inc. 1,120,781 715,414
--------------------------------------- --------- ---------
At 30 September 6,391,555 5,798,903
--------------------------------------- --------- ---------
Available for sale investment
Country of Type and percentage
incorporation/ of shares held at Principal
Company registration 30 September 2015 activity
------------------ --------------- ------------------- -------------------
Sunrise Resources 7.66% of ordinary
plc England & Wales shares Mineral exploration
Group Company Group Company
2015 2015 2014 2014
Available for sale investment GBP GBP GBP GBP
-------------------------------- --------- --------- -------- --------
Value at start of year 239,626 239,626 230,251 230,251
Additions to available
for sale investment 21,298 21,298 71,271 71,271
Movement in valuation of
available for sale investment (112,702) (112,702) (61,896) (61,896)
-------------------------------- --------- --------- -------- --------
At 30 September 148,222 148,222 239,626 239,626
-------------------------------- --------- --------- -------- --------
The additions to available for sale investment are shares issued
in lieu of a cash payment for settlement of outstanding invoices
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 2015, based on the closing mid-market price of shares on
the AIM Market.
These are level one inputs for the purpose of the IFRS 13 fair
value hierarchy.
11. Receivables
Group Company Group Company
2015 2015 2014 2014
GBP GBP GBP GBP
------------------- ------ ------- ------- -------
Trade receivables 53,906 53,906 50,062 50,062
Other receivables 15,102 524 43,025 28,388
Prepayments 21,301 20,327 22,645 17,568
------------------- ------ ------- ------- -------
At 30 September 90,309 74,757 115,732 96,018
------------------- ------ ------- ------- -------
The Group aged analysis of trade receivables is as follows:
Not 30 days Over Total
impaired or less 30 days carrying
amount
GBP GBP GBP GBP
------------------------ --------- -------- -------- ---------
2015 Trade receivables 53,906 53,906 - 53,906
2014 Trade receivables 50,062 50,062 - 50,062
------------------------ --------- -------- -------- ---------
12. Cash and cash equivalents
Group Company Group Company
2015 2015 2014 2014
GBP GBP GBP GBP
-------------------------- ------- ------- ------- -------
Cash at bank and in hand 91,227 26,552 97,370 27,806
Short-term bank deposits 218,588 218,588 845,520 845,520
-------------------------- ------- ------- ------- -------
At 30 September 309,815 245,140 942,890 873,326
-------------------------- ------- ------- ------- -------
13. Trade and other payables
Group Company Group Company
2015 2015 2014 2014
GBP GBP GBP GBP
------------------------ ------- --------------- ------- ---------------
Trade payables 32,027 13,042 54,962 23,890
Other taxes and social
security costs 5,684 5,684 45,960 45,960
Accruals 59,866 25,644 64,469 23,211
Other payables 5,203 5,203 6,159 6,159
------------------------ ------- --------------- ------- ---------------
At 30 September 102,780 49,573 171,550 99,220
------------------------ ------- --------------- ------- ---------------
14. Issued capital and reserves
2015 2015 2014 2014
No. GBP No. GBP
---------------------------- ----------- --------- ----------- ---------
Allotted, called up and
fully paid
Ordinary shares of 1p each
Balance at start of year 174,302,034 1,743,020 161,766,214 1,617,662
Shares issued in the year 13,557,183 135,572 12,535,820 125,358
---------------------------- ----------- --------- ----------- ---------
Balance at 30 September 187,859,217 1,878,592 174,302,034 1,743,020
---------------------------- ----------- --------- ----------- ---------
During the year to 30 September 2015 the following share issues
took place:
An issue of 71,488 1.0p ordinary shares at 4.00p per share to
two directors', in satisfaction of directors fees, for a total
consideration of GBP2,859 (20 February 2015).
An issue of 200,000 1.0p ordinary shares at 2.375p per share,
being a share warrant exercise by an officer of the company, for a
total consideration of GBP4,750 (9 March 2015).
An issue of 13,207,547 1.0p ordinary shares at 2.650p per share,
by way of placing, for a total consideration of GBP315,000 net of
expenses (31 March 2015).
An issue of 42,251 1.0p ordinary shares at 2.625p per share to a
director, in satisfaction of directors fees, for a total
consideration of GBP1,109 (29 July 2015).
An issue of 35,897 1.0p ordinary shares at 3.00p per share to a
director, in satisfaction of directors fees, for a total
consideration of GBP1,077 (27 August 2015).
During the year to 30 September 2014 a total of 12,535,820 1.0p
ordinary shares were issued, at an average price of 6.314p, for a
total consideration of GBP737,938 net of expenses.
The total amount of transaction fees debited to the Share
Premium account in the year was GBP34,745 (2014: GBP53,622).
Nature and purpose of reserves
Foreign currency reserve
Exchange differences relating to the translation of the net
assets of the Group's foreign operations, which relate to
subsidiaries only, from their functional currency into the parent's
functional currency, being Sterling, are recognised directly in the
Foreign currency reserve.
Share option reserve
The share option reserve is used to recognise the value of
equity-settled share-based payments provided to employees,
including key management personnel, as part of their remuneration.
Refer to Note 16 for further details of these plans.
15. Events after the Balance Sheet date
Subsequent to the year-end, on 6 October 2015 there was an issue
of 28,888,889 1.0p ordinary shares at 2.25p per share, by way of
placing, for a total consideration of GBP592,412 net of
expenses.
16. Warrants and options granted
Warrants not exercised
at
30 September 2015 Exercise Expiry
Issue date price Number Exercisable dates
------------------------ -------- --------- --------------- --------
Any time before
17/12/10 6.25p 2,300,000 expiry 17/03/16
Any time before
17/12/10 6.25p 200,000 expiry 31/12/15
Any time before
17/12/10 6.25p 400,000 expiry 17/03/16
Any time before
01/09/11 6.75p 250,000 expiry 01/09/16
Any time before
01/09/11 6.75p 250,000 expiry 01/09/16
Any time before
01/09/11 11.00p 250,000 expiry 01/09/16
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Any time before
01/09/11 11.00p 250,000 expiry 01/09/16
Any time before
26/01/12 9.75p 2,300,000 expiry 26/01/17
Any time before
26/01/12 9.75p 200,000 expiry 31/12/15
Any time before
26/01/12 9.75p 200,000 expiry 26/01/17
Any time before
10/01/13 7.63p 1,700,000 expiry 10/01/18
Any time before
10/01/13 7.63p 200,000 expiry 31/12/15
Any time before
10/01/13 7.63p 300,000 expiry 10/01/18
Any time before
14/01/14 11.25p 1,050,000 expiry 14/01/19
Any time before
14/01/14 11.25p 200,000 expiry 31/12/15
Any time before
14/01/14 11.25p 300,000 expiry 14/01/19
Any time from
01/10/14 9.00p 600,000 01/10/2015 30/09/19
Any time from
01/10/14 12.00p 600,000 01/10/2016 30/09/19
Any time from
01/10/14 15.00p 600,000 01/10/2017 30/09/19
Any time from
01/10/14 18.00p 600,000 01/10/2018 30/09/19
Any time from
01/10/14 21.00p 600,000 01/10/2018 30/09/19
Any time from
20/02/15 4.00p 1,200,000 20/02/2016 20/02/20
Any time from
20/02/15 4.00p 500,000 20/02/2016 20/02/20
------------------------ -------- --------- --------------- --------
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.
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.
Details of the share warrants and options outstanding during the
year are as follows:
2015 2014
Number Weighted Number Weighted
of average of average
warrants exercise warrants exercise
and share price and share price
options Pence options Pence
----------------------------- ------------- --------- ------------ ---------
Outstanding at start of
year 13,700,000 7.422 17,410,000 6.738
Granted during the year 4,700,000 11.02 1,550,000 11.25
Exercised during the year (200,000) 2.375 (3,700,000) 5.145
Forfeited during the year - - - -
Expired during the year (3,150,000) 4.337 (1,560,000) -
----------------------------- ------------- --------- ------------ ---------
Outstanding at 30 September 15,050,000 9.259 13,700,000 7.422
----------------------------- ------------- --------- ------------ ---------
Exercisable at 30 September 10,350,000 8.459 11,900,000 6.849
The warrants and options outstanding at 30 September 2015 had a
weighted average exercise price of GBP0.09 (2014: GBP0.07), a
weighted average fair value of GBP0.03 (2014: GBP0.03) and a
weighted average remaining contractual life of 2.27 years.
The warrants exercised during the year had a weighted average
exercise price of GBP0.02 (2014: GBP0.08)
In the year ended 30 September 2015, warrants were granted on 1
October 2014 and 20 February 2015. The aggregate of the estimated
fair values of the warrants granted on these dates is GBP76,354. 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 this date is GBP66,740.
No options were granted in the year ended 30 September 2015 or
the year ended 30 September 2014.
The inputs into the Black-Scholes-Merton Option Pricing Model
were as follows:
2015 2014
--------------------------------- ------- -------
Weighted average share price 5.430p 9.00p
Weighted average exercise price 11.02p 11.25p
Expected volatility 80% 80%
Expected life 4 years 4 years
Risk-free rate 1.75% 1.88%
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 GBP63,278 and GBP71,448
related to equity-settled share based payment transactions in 2015
and 2014 respectively.
17. 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 2015. No contingent rent is payable. The lease is eligible
for renewal on expiry.
Future minimum lease payments under non-cancellable operating
leases are:
2015 2014
Land Land
& &
buildings buildings
GBP GBP
----------------------- ---------- ----------
Office accommodation:
Within one year 3,234 3,120
----------------------- ---------- ----------
The Company does not sub-lease any of its leased premises.
Lease payments recognised in loss for the period amounted to
GBP19,290 (2014: GBP18,644).
18. Related party transactions
Key management personnel
The directors holding office in the period and their warrants
held in the share capital of the Company are:
At 30 September 2015 At 30 September 2014
Warrants
-------------------------------
Restated
Shares Exercise Expiry Shares Warrants
Number Number price date Number Number
----------------- ---------- --------- -------- ---------- ----------- ---------
P L Cheetham* 11,876,913 1,500,000 6.250p 17/03/2016 11,876,913 5,500,000
1,500,000 9.750p 26/01/2017
500,000 7.630p 10/01/2018
500,000 11.250p 14/01/2019
1,000,000 4.000p 20/02/2020
D A R McAlister 257,787 300,000 6.250p 17/03/2016 194,048 900,000
300,000 9.750p 26/01/2017
D Whitehead 414,900 300,000 6.250p 17/03/2016 329,003 900,000
300,000 9.750p 26/01/2017
R H Clemmey 6,333 250,000 6.750p 01/09/2016 6,333 2,350,000
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
600,000 9.000p 30/09/2019
600,000 12.000p 30/09/2019
600,000 15.000p 30/09/2019
600,000 18.000p 30/09/2019
600,000 21.000p 30/09/2019
* Includes 2,843,625 shares held by K E Cheetham, wife of P L
Cheetham.
Restatement of Directors' shareholding at 30 September 2014
An error occurred in the reporting of D A R McAlister's
beneficial interest in Ordinary Shares in the Company within the
2013 Company Annual Report where the sale of 300,000 Ordinary
Shares was not accounted for. This error was carried forward in the
2014 Annual Report.
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An error occurred in the reporting of D Whitehead's beneficial
interest in ordinary shares in the Company within the 2011 Company
Annual Report where an additional 300,000 ordinary shares were not
included. This error was carried forward in the 2012, 2013 and 2014
Annual Reports.
The directors have no beneficial interests in the shares of the
Company's subsidiary undertakings as at
30 September 2015. 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 charged costs of GBP181,598 (2014:
GBP163,136) to Sunrise Resources plc being shared overheads of
GBP22,809 (2014: GBP23,671), costs paid on behalf of Sunrise
Resources plc of
GBP6,312 (2014: GBP11,816), staff salary costs of GBP55,454
(2014: GBP44,207) and directors' salary costs of
GBP97,023 (2014: GBP83,442), comprising P L Cheetham GBP96,972
(2014: GBP82,918) and R H Clemmey GBP51 (2014: GBP524). The salary
costs in Notes 4 and 5 include these charges.
At the balance sheet date an amount of GBP53,888 (2014:
GBP50,050) was due from Sunrise Resources plc.
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 2015 At 30 September 2014
Warrants
-------------------------------
Restated
Shares Exercise Expiry Shares Warrants
Number Number price date Number Number
----------------- ---------- --------- -------- ---------- ---------- ----------
P L Cheetham* 22,725,951 2,000,000 2.500p 07/03/2016 19,355,675 14,222,222
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
3,000,000 0.275p 05/02/2020
D A R McAlister 550,000 - - - 550,000 -
D Whitehead 250,000 - - - 250,000 -
R H Clemmey - 500,000 1.250p 24/02/2017 - 1,500,000
500,000 0.850p 19/03/2018
500,000 0.550p 14/01/2019
750,000 0.275p 05/02/2020
* Includes 5,500,000 shares held by K E Cheetham, wife of P L
Cheetham.
Restatement of Directors' shareholding at 30 September 2014
An error occurred in the reporting of D Whitehead's beneficial
interest in ordinary shares in Sunrise Resources plc in the 2014
Annual Report where an interest in 250,000 ordinary shares was not
included.
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 2015, 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 2015, as defined in IAS 39, are as
follows:
Group Company Group Company
2015 2015 2014 2014
GBP GBP GBP GBP
-------------------------------- ------- ------- --------- -------
Loans & receivables 379,845 300,510 1,035,976 951,776
Available for sale investments 148,222 148,222 239,626 239,626
Financial liabilities
at amortised cost 96,416 43,209 125,589 53,260
-------------------------------- ------- ------- --------- -------
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 Kronor, 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 were held in the following
denominations:
Group Company
2015 2014 2015 2014
GBP GBP GBP GBP
------------------------- ------- ------- ------- -------
United Kingdom Sterling 225,795 855,269 221,972 854,478
United States Dollar 71,543 69,016 23,140 18,848
Swedish Krona 2,373 9,011 - -
European Euro 9,200 9,296 28 -
Canadian Dollar 866 263 - -
Saudi Riyal 38 35 - -
309,815 942,890 245,140 873,326
------------------------- ------- ------- ------- -------
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 2015.
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.
Sensitivity analysis shows that the Sterling value of its US
Dollar denominated financial assets at
30 September 2015 would increase or decrease by GBP3,577 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)
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