April 2017 - Shard Capital Stockbrokers

Keras Resources plc – Expansion of Prospective Gold Footprint in Western Australia

Posted on 28th April 2017 by shardadmin

Keras Resources plc

Expansion of Prospective Gold Footprint in Western Australia

Keras Resources plc, the AIM listed mineral resource company, is pleased to announce that its wholly owned gold subsidiary, Keras (Gold) Australia Pty Ltd (“Keras Australia”) has entered into an option agreement to acquire one exploration licence and two exploration licence applications (“the New Licences”) in the East Pilbara district of Western Australia. The New Licences are adjacent to Keras Australia’s Warrawoona Gold Project, which has a current Inferred Mineral Resource Inventory of 5.8Mt @ 2.2g/t Au for 410,000oz. To view the press release with the illustrative diagrams please use the following link:

Highlights

Option granted to Keras Australia over one exploration licence and two exploration licence applications that cover a combined 7,363ha of prospective ground adjacent to the flagship Warrawoona Gold Project.
Licences cover:
- along-strike extensions to the Klondyke shear, which hosts the majority of Keras’ gold resource, and
- a significant portion of the adjacent historic Marble Bar Goldfield, which recorded production totalling 170,000 ounces of gold from 196,500 tonnes of crushed ore to 1972
Licences contain 35 recorded areas of historic workings;
Option grant is subject to successful listing of Keras Australia on the ASX as detailed in the Company’s announcement of 21 March 2017.

Keras Managing Director Dave Reeves said, “The option over these licences is another key step in consolidating exploration ground that has significant potential to increase Keras Australia’s gold resource inventory. The optioned licences cover highly prospective ground and a substantial number of historic gold workings. As well as covering extensions to the Klondyke shear (which hosts a resource totalling 410,000 ounces of gold), the licences cover most of the historic, high grade Marble Bar Goldfield. With additional tenement holdings in the area, these additional licences will increase the potential gold inventory of Warrawoona to improve the likelihood of a stand-alone operation being developed.”

Further Information

A summary of the licences and a location map are shown below.

	Type	Area (ha)	Graticular Blocks

E45/4555	Granted	1,920	6
E45/4556	Application	4,483	14
E45/4843	Application	960	3

Tenements ELA 45/4843 and EL 45/4555 cover approximately five strike kilometres of the Klondyke shear system north-west of Keras’ tenements. Recorded workings in the two tenements cover the historic Salgash mining centre and envelopes the Apex, where underground drilling early in the 20th century returned:

8m at 14g/t
9m @ 9g/t
4m @ 10g/t

Tenement application ELA 45/4556 covers part of the Marble Bar Goldfield. Recorded production for the goldfield (including the Halley’s Comet group) until 1972 was 170,000 ounces of gold from 196,500 tonnes of ore crushed at an average grade of 26.9g/t Au. Workings covered by the ELA occur on a faulted contact between the Homeward Bound Granite to the east and Duffer Formation dacitic volcanic rocks to the west. The contact extends roughly north-south for approximately 6km through the tenement. The Geological Survey of Western Australia 1:100,000 scale geology map shows a ‘carbonate-altered metamafic rock’ along the trace of the faulted contact. Carbonate alteration is an important component of large orogenic gold systems throughout the world and is an encouraging indication of the tenement’s prospectivity.

Little modern exploration has been conducted in either area. The Company’s technical team will compile historic data and apply knowledge gained from exploration of the Warrawoona Gold Project to identify targets for follow up work.

Figure 1: Location of New Tenements (see PDF)

http://www.rns-pdf.londonstockexchange.com/rns/5675D_-2017-4-27.pdf

Transaction Details

On the granting of each and any of the licences, and subject to due diligence and the successful listing the Company’s gold assets via Calidus Resources (“Calidus”) on the ASX, a consideration as follows is payable:

Immediately to earn 50% of the licences pay A$2,000 and issue 10,000 shares in Calidus per graticular block (230,000 Calidus shares assuming all 23 Blocks are issued);
Within two years of grant to acquire 100%, pay a further A$5,000 and issue 20,000 shares in Calidus per graticular block (460,000 Calidus shares assuming all 23 blocks are issued); and
A 1.5% royalty will also be payable on all production from any of the licences.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

**ENDS**

For further information please visit www.kerasplc.com, follow us on Twitter @kerasplc or contact the following:

Dave Reeves	Keras Resources plc	dave@kerasplc.com
Nominated Adviser
Gerry Beaney/David Hignell	Northland Capital Partners Limited	+44 (0) 20 3861 6625
Broker
Elliot Hance/Jonathon Belliss	Beaufort Securities Limited	+44 (0) 20 7382 8415
Damon Heath/Erik Woolgar	Shard Capital Ltd	+44 (0) 20 7186 9952
Tom Curran/Ben Tadd	SVS Securities	+44 (0) 203 700 0093
Financial PR
Susie Geliher/Charlotte Page	St Brides Partners Limited	+44 (0) 20 7236 1177

This information is provided by RNS

The company news service from the London Stock Exchange

Georgian Mining Corporation – TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

Posted on 28th April 2017 by shardadmin

Georgian Mining Corporation – TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESⁱ

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: ⁱⁱ		Georgian Mining Corporation
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights			X
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation: ⁱⁱⁱ	Edale Capital LLP
4. Full name of shareholder(s) (if different from 3.):^iv	Edale Europe Absolute Master Fund
5. Date of the transaction and date on which the threshold is crossed or reached: ^v	27 April 2017
6. Date on which issuer notified:	27 April 2017
7. Threshold(s) that is/are crossed or reached: ^{vi, vii}	3%

8. Notified details:

A: Voting rights attached to shares ^{viii, ix}

Class/type of
shares
if possible using
the ISIN CODE

Situation previous
to the triggering
transaction

Resulting situation after the triggering transaction

Number
of
Shares

Number
of
Voting
Rights

Number
of shares

Number of voting
rights

% of voting rights ^x

Direct

Direct ^xi

Indirect ^xii

Direct

Indirect

VGG9688A1003

2,000,000

3,000,000

3.73%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial
instrument

Expiration
date ^xiii

Exercise/
Conversion Period ^xiv

Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.

% of voting
rights

C: Financial Instruments with similar economic effect to Qualifying Financial C: Financial Instruments with similar economic effect to Qualifying Financial Instruments ^{xv, xvi}

Resulting situation after the triggering transaction

Type of financial
instrument

Exercise price

Expiration date ^xvii

Exercise/
Conversion period ^xviii

Number of voting rights instrument refers to

% of voting rights ^{xix, xx}

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

3,000,000

3.73%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: ^xxi


Proxy Voting:
10. Name of the proxy holder:	N/A
11. Number of voting rights proxy holder will cease to hold:	N/A
12. Date on which proxy holder will cease to hold voting rights:	N/A


13. Additional information:	N/A
14. Contact name:	Katie Wright
15. Contact telephone number:	020 3427 3500

This information is provided by RNS

The company news service from the London Stock Exchange

Keras: Expansion of Prospective Gold Footprint in Western Australia

Posted on 28th April 2017 by shardadmin

Keras Resources plc / Index: AIM / Epic: KRS / Sector: Mining

28 April 2017

Keras Resources plc (“Keras” or “the Company”)

Expansion of Prospective Gold Footprint in Western Australiafilm The Mummy 2017 streaming

Highlights

Option granted to Keras Australia over one exploration licence and two exploration licence applications that cover a combined 7,363ha of prospective ground adjacent to the flagship Warrawoona Gold Project.
Licences cover:
- along-strike extensions to the Klondyke shear, which hosts the majority of Keras’ gold resource, and
- a significant portion of the adjacent historic Marble Bar Goldfield, which recorded production totalling 170,000 ounces of gold from 196,500 tonnes of crushed ore to 1972

Licences contain 35 recorded areas of historic workings;
Option grant is subject to successful listing of Keras Australia on the ASX as detailed in the Company’s announcement of 21 March 2017.

Keras Managing Director Dave Reeves said, “The option over these licences is another key step in consolidating exploration ground that has significant potential to increase Keras Australia’s gold resource inventory. The optioned licences cover highly prospective ground and a substantial number of historic gold workings. As well as covering extensions to the Klondyke shear (which hosts a resource totalling 410,000 ounces of gold), the licences cover most of the historic, high grade Marble Bar Goldfield. With additional tenement holdings in the area, these additional licences will increase the potential gold inventory of Warrawoona to improve the likelihood of a stand-alone operation being developed.”

Further Information
A summary of the licences and a location map are shown below.
Type Area (ha) Graticular Blocks
E45/4555 Granted 1,920 6
E45/4556 Application 4,483 14
E45/4843 Application 960 3

3.8m at 14g/t
2.9m @ 9g/t
2.4m @ 10g/t

Figure 1: Location of New Tenements (see PDF)

http://www.rns-pdf.londonstockexchange.com/rns/5675D_-2017-4-27.pdf

Transaction Details

Immediately to earn 50% of the licences pay A$2,000 and issue 10,000 shares in Calidus per graticular block (230,000 Calidus shares assuming all 23 Blocks are issued);
Within two years of grant to acquire 100%, pay a further A$5,000 and issue 20,000 shares in Calidus per graticular block (460,000 Calidus shares assuming all 23 blocks are issued); and
A 1.5% royalty will also be payable on all production from any of the licences.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

**ENDS**

For further information please visit www.kerasplc.com, follow us on Twitter @kerasplc or contact the following:

This information is provided by RNS

The company news service from the London Stock Exchange

Path Investments – Annual Results for the Year Ended 31 December 2016

Posted on 27th April 2017 by shardadmin

Path Investments plc

Annual results for the year ended 31 December 2016

Path Investments plc (TIDM: PATH), the energy investment company, is pleased to to announce its audited financial results for the year ended 31 December 2016.

Highlights

Roll out of corporate strategy met with an encouraging response from an embattled Energy sector
Capital reconstruction completed
One new member of the Board
Admission to the London Stock Exchange Official List concluded after year-end

Christopher Theis, Chief Executive of Path, commented: “We are pleased to present our first set of accounts since admission to trading on the London Stock Exchange, although the period under review was entirely prior to admission. We continue to explore a number of interesting investment opportunities as we look to deliver shareholder value through building a portfolio of low risk, cash generative, assets. We look forward to 2017 being a transformational year for Path Investments.”

Enquiries:

Path Investments plc

Christopher Theis

Andy Yeo

020 3053 8671

Shard Capital (Broker and Financial Adviser)

Simon Leathers

Damon Heath

0207 186 9900

IFC Advisory (Financial PR & IR)

Tim Metcalfe

Heather Armstrong

Miles Nolan

020 3053 8671

About Path Investments

Path Investments is an investment company with the objective of acquiring oil and gas production, or near production, assets which possess a lower risk profile than exploration or development assets. The company has a highly experienced management team and has a worldwide pipeline of potential opportunities.

CHAIRMAN’S STATEMENT

Review

During 2016 the Company continued with the roll out of its corporate strategy. To recap, the objective of the Company is to acquire oil and gas production, (or near production), assets which possess a lower risk profile than exploration or development assets. Whilst there are 30 Non-Disclosure Agreements (“NDA’s”) in place with various energy industry participants, the Company has not traded in the last 12 months. However, as of the date of this document, the directors, together with the Technical Advisory team, are investigating a number of opportunities that have been presented.

The Directors are looking to create a diversified portfolio of assets which will be mindful of the maturity of asset developments, life of income stream and the potential for growth. However, the Company does not intend to be limited to a specific geographical region or geological basin and whilst proposed investments may likely involve non-operated assets they may range from a minority position to majority ownership.

To assist with preparations for our return to quotation on the London Stock Exchange a General Meeting was held in October 2016. At that meeting shareholders gave overwhelming support to a capital reconstruction, which subdivided each ordinary 40p nominal value share into one Ordinary share of 0.1p and one Deferred share of 39.9p. The Deferred shares confer the holders the right to receive dividends paid, made or declared solely from the sale of the Company’s investments in Turkey, which have been fully provided for in the Accounts.

We were delighted to welcome Tommaso Corrado to the Board during the year, who brings a wealth of direct and relevant experience to the business. Tommaso has joined as a Non-Executive Director and has already been instrumental in widening our contacts within the private equity and family office community.

Subsequent to year-end, the Company was successfully admitted to the Standard List segment of the Official List of the London Stock Exchange. Our Financial Adviser and Broker, Shard Capital, in conjunction with our legal, accounting and PR advisers, facilitated a fundraising and Admission on the 30^th March 2017.

The Board remains strongly of the belief, shared by Shard Capital and our Institutional and private shareholders, that the time is right for the acquisition of a portfolio of economic, income-producing energy assets, which forms the backbone of our corporate strategy.

Nigel Brent Fitzpatrick

Non -Executive Chairman

Operational Review

The Company was incorporated and registered in England and Wales on 2 June 2000 under the Companies Act 1985 as a public company limited by shares with the name Hallco 459 plc and with registered number 04006413. On 28 November 2000, the Company changed its name to The Niche Group PLC. On 20 February 2016, the Company changed its name to Path Investments plc. It is domiciled and its principal place of business is in the United Kingdom and is subject to the City Code.

The objective of the Company is to acquire oil and gas production, or near production, assets which possess a lower risk profile than exploration or development assets.

The Company has not traded over the past twelve months and no material level of interest income has been received to date. Over that period its expenses have related to professional and associated expenses related to the Standard Listing, placing, advisory and consultancy fees, along with general administration expenses.

Subsequent to the year-end, the Company was admitted to the Official List by way of a Standard Listing and to trading on the London Stock Exchange’s main market for listed securities on 30 March 2017. At the time of listing accrued salaries, pensions and benefits in kind amounting to £937,904 were waived and the Company raised approximately £1.4 million before expenses through the subscription of new ordinary shares.

The Company does not have any specific acquisitions under formal consideration, but intends to acquire direct interests in oil and gas production licences. There is no specific expected target value for acquisitions, although the Company is targeting acquisitions within a twelve-month timescale from Admission.

The Directors continue to monitor the severe difficulties that some companies operating in exploration and production in the oil and gas sector are currently facing in the market and believe that the sharp decline in the oil price over the last 3 years to around $50 a barrel (Brent) today, alongside the erosion of investor confidence, has created a window of opportunity for well capitalised oil and gas investors to acquire interests in assets owned by financially distressed oil and gas businesses. Initial targets are assets amongst the 500+ quoted SME energy companies on AIM, ASX and TSX Venture Exchanges. The identification of investments will be around the acquisition of quality assets which are, in the opinion of the Directors, underperforming, undeveloped and/or undervalued. The Company will apply strict financial hurdles which will include minimum cash pay back periods, a focus on Internal Rates of Return (“IRR”) and a requirement to be economic at today’s prices.

The Company believes it may be possible to build a portfolio of income producing assets which can deliver investors a premium yield as well as offering development potential. The Company’s efforts in identifying a prospective target company, business or asset will not be limited to a particular geographic region except that it will not invest in businesses with substantial exposure to countries with significant geopolitical or economic risks.

The Board collectively has many years’ experience between them, comprising both practical energy and a specialty in assessing and investing in early stage projects.

It is intended that further appropriate appointments will be made, when the Company makes an acquisition, with specific experience in the local area of the acquisition. The Company intends to be an active rather than a passive investor in respect of any acquisition.

Financial Review

Loss for the year

In the year ended 31 December 2016, the Company recorded a loss of £1,907,687 . There was no income in the period. The loss for the year was arrived at after making full provision against the residual carrying value of its investments.

The loss for the year included salary accruals amounting to £262,170. These were waived on the successful Standard Listing of the Company in March 2017.

Cash flow

During the year, the Company raised £227,750 from an issue of its equity to fund its working capital needs.

As at 31 December 2016 the Company held £23,672 in the bank account.

Subsequent to the year-end, in relation to its Listing, the Company issued a further 140 million additional Ordinary Shares for a subscription price of £0.01, raising a further £1.4 million before expenses.

STRATEGIC REPORT

The directors present their strategic report on the company for the year ended 31 December 2016.

Principal Activities

Path Investments Plc is a public company incorporated under the Companies Act 1985 and domiciled in the United Kingdom. The objective of the Company is to acquire oil and gas production, or near production, assets which possess a lower risk profile than exploration or development assets.

Business Review

During 2016, the Company fully impaired the legacy investments in which it had minority stakes and changed its investment strategy to seeking to invest in or acquire oil and gas production, or near production, assets which possess a lower risk profile than exploration or development assets. In March 2017, in order to pursue this strategy, the company raised gross proceeds of £1.4M through a placing of its shares and successful Admission to the Standard List segment of the Official List of The London Stock Exchange.

The requirements of the enhanced business review are contained in the Chairman’s Statement and in the Operational and Financial Reviews.

Key performance indicators

Since the Company has only recently been funded for its proposed activities which is to seek suitable investment opportunities, it does not at present have any key performance indicators.

Positon of the Company’s business at the year-end

At the year-end, the Company’s Statement of Financial Position shows net liabilities totalling £1,246,271.

The future plans of the Company

The Company is utilising funds raised from share issues subsequent to the year-end in researching potential investments in oil and gas producing or near producing opportunities that may form its first investment.

Employees

The Company’s only employees are its three executive directors. There are no other employees.

Principal risks and uncertainties

The Company is subject to a variety of risks including those which derive from the nature of the oil and gas development and production business and relate to the country in which it conducts its activities. Outlined below is a description of the principal risk factors that may affect performance. Such risk factors are not intended to be presented in any order of priority. Any of the risks, as well as the other risks and uncertainties referred to in this report, could have a material adverse effect on business performance. In addition, the risks set out below may not be exhaustive and additional risks and uncertainties, not presently known to the Company, or which the Company currently deems immaterial, may arise or become material in the future. Executive management review the potential risks, assess the likelihood of these risks occurring and consider and implement risk mitigation factors where possible based on the level and likelihood of occurrence. The Audit Committee, which was formed on the Company’s Standard Listing, will review the risk register and monitor the implementation of improved risk mitigation procedures via Executive management.

The Company has analysed the following categories as key risks:

Risk	Mitigation
Operational risks
Management expertise
The Company will be dependent on the efforts and expertise of the Directors and the Advisory Committee, together with the performance and retention of key personnel and management.	A number of the appointments are recent and as such the Company consider that the current management will remain in place for a reasonable period of time.
Risk	Mitigation
*Listing associated costs*
The costs to the Company of complying with the continuing obligations under the Listing Rules, Prospectus Rules, Disclosure Guidance and Transparency Rules and the Market Abuse Regulation 2014 will be financially significant due to the Company’s relatively small size on Listing. Although the Company expects to make an acquisition in the first year after Listing accompanied by a fund raising, should an acquisition not be complete within twelve months after Listing then these costs might prove financially onerous	The Company has entered into a number of Non-Disclosure Agreements for potential investment opportunities and expects to conclude at least one of these within the next twelve months, failing which the Directors will recommend either that Shareholders invest further capital in the Company to pursue an Acquisition or the Company be wound up by Special Resolution allowing the return of the Company’s distributable assets to Shareholders.

*Costs associated with potential investments*
Any costs associated with potential investments that do not proceed to completion will affect the Company’s performance, financial condition and business prospects. The Company expects to incur certain third party costs associated with any investment opportunity.	The Company will seek to minimise such costs by incurring them only after the Directors have themselves carefully assessed the investment opportunity including prospects of successfully concluding them.
*Competition for investment opportunities*
The Company may face significant competition for investment opportunities from strategic buyers, sovereign wealth funds, other special purpose acquisition companies and public and private investment funds many of which are well established and have extensive experience in identifying and completing acquisitions. A number of these competitors may possess greater technical, financial, human and other resources than the Company. Such competition may cause the Company to be unsuccessful in making an investment.	The Directors believe that due to the current financial distress in the oil and gas sector, there are a number of acquisition opportunities available.
*Market conditions*
The Company’s performance will depend on general oil and gas market conditions. The Company’s revenues, profitability and future growth are substantially dependent on prevailing prices of oil and natural gas, a further fall in which could affect the Company’s profitability and ability to pay dividends.	The Company believes it takes a conservative approach to making investment decisions taking into consideration the possible impact of such circumstances.
*Due diligence on potential investments*
Any due diligence by the Company in connection with a proposed investment may not reveal all relevant considerations or liabilities, which could have a material adverse effect on the Company’s financial condition or results of operations. There can be no assurance that the due diligence undertaken with respect to a potential investment opportunity will reveal all relevant facts that may be necessary to evaluate such opportunity. The Company may also make subjective judgements regarding the results of operations, financial condition and prospects of a potential investment opportunity which by their nature may subsequently result in substantial impairment charges or other losses.	The Company intends to conduct such due diligence as it deems reasonably practicable and appropriate based on the facts and circumstances applicable to any potential investment prior to entering into any legally binding agreement in connection therewith to acquire any assets. The objective of the due diligence process will be to identify material issues which might affect the decision to proceed with any one particular investment opportunity or the consideration payable for that investment.
*Lack of control over investment*
It is likely that, in many cases, the Company will acquire an interest in an underlying asset which does not confer upon it the ability to control the underlying asset. Accordingly, the Company’s decision making authority may be limited. Such investments may also involve the risk that such other stakeholders may become insolvent or unable or unwilling to fund additional investments in the underlying asset.	The Company will seek the greatest protection it can when negotiating the investment instrument.
*Operational risk in sector*
Activities in the oil and gas sectors can be dangerous and may be subject to interruption. The assets in which the Company will make investments are subject to the significant hazards and risks inherent in the oil and gas sector and countries in which the underlying assets are located. Disruption caused by such risks could affect the Company’s performance, financial condition and business prospects.	The Company will make use of industry norm insurance arrangements as well as ensuring best operational practises are strictly adhered to.
*Lack of operational control*
The Company will need to rely on third parties to operate its assets and will not have direct control over production from its assets. Any failure by an external contractor may lead to delays or curtailment of the production, transportation, refining or delivery of oil and gas and related products and result in adverse effect on the revenues to the Company.	The Company will, through its membership of each respective asset’s Operational Committee, have direct involvement in day to day operational decisions.
*Licence rights*
Inability to acquire or renew necessary drilling or mining rights and concessions, licenses, permits and other authorisations and/or such concessions, rights, licenses, permits and other authorisations may be suspended, terminated or revoked prior to their expiration Any delay in obtaining or renewing a licence, permit or other authorisation may result in a delay in investment or development of a resource and may have a materially adverse effect on the asset’s results of operations, cash flows and financial condition. In addition, any existing drilling or mining rights and concessions, licences, permits and other authorisations of the acquired businesses may be suspended, terminated or revoked if it fails to comply with the relevant requirements. Each of these could have a material adverse effect on the Company’s results of operations, cash flows and financial condition.	The Company will, through its membership of each respective asset’s Operational Committee, have direct involvement in day to day operational decisions. Moreover, budgetary decisions, licence applications and forward planning are discussed by that Committee and forwarded for agreement to the Company Board.
*Additional cost contribution*
The Company may be required to contribute to unexpected costs in the underlying assets in which it invests.	Whilst it is difficult to mitigate against unexpected costs, best operational practises and tight budgetary control mitigate to assist in the avoidance of such events.
*Foreign currency exposure*
Investments in overseas assets will expose the Company to exchange rate fluctuations.	The Company may seek to manage its foreign exchange exposure by active use of hedging and derivative instruments.
*Further funding for investments*
The Company’s investments or future acquisitions, expansion, activity and/or business development will require additional capital, whether from equity or debt sources. There can be no guarantee that the necessary funds will be available on a timely basis, on favourable terms, or at all, or that such funds if raised, would be sufficient	The Company will not enter into any binding agreement without assurance of requisite funding being in place.

The Strategic Report was approved by the board of directors and signed on its behalf by:

Christopher Theis

Chief Executive Officer

PATH INVESTMENTS PLC INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF PATH INVESTMENTS PLC FOR THE YEAR ENDED 31 DECEMBER 2016

We have been engaged to audit the financial statements of Path Investments Plc for the year ended 31 December 2016 which comprise the Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows and related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union.

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an Auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implication for our report.

Opinion on financial statements

In our opinion the financial statements:

give a true and fair view of the state of the Company’s affairs as at 31 December 2016 and of its loss for the year then ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion based on the work undertaken in the course of our audit, the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and the Directors’ Report and the Strategic Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations required for our audit.

Gary Miller (Senior Statutory Auditor)

For and on behalf of

H W Fisher & Company

Chartered Accountants

Statutory Auditor

Acre House

11-15 William Road

London

NW1 3ER

United Kingdom

27 April 2017

PATH INVESTMENTS PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2016

		Year ended 31 December		Year ended 31 December
	Note		2016		2015

			£		£
Share based payment			–		(32,138)
Administrative expenses			(782,195)		(814,728)
Total administrative expenses			(782,195)		(846,866)


Operating loss	4		(782,195)		(846,866)

Finance income	6		8		108
Finance cost	6		(75,500)		–
Amounts written off investments	11		(1,050,000)		(6,970,829)

Loss on ordinary activities before taxation			(1,907,687)		(7,817,587)

Tax on loss on ordinary activities	8		–		–

Loss for the year and total comprehensive loss for year			(1,907,687)		(7,817,587)


Loss per share (pence)
– Basic & diluted	9		(8.74)		(37.4)

All operating income and operating gains and losses relate to continuing activities.

The notes form an integral part of the financial statements.

PATH INVESTMENTS PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2016

	Share Capital	Share Premium	Share based payments reserve	Retained earnings	Total
	£	£	£	£	£
As at 1 January 2015	8,241,255	24,133,083	756,274	(25,249,997)	7,880,615
Comprehensive income Loss for the period	–	–	–	(7,817,587)	(7,817,587)
Issue of share capital	336,833	1,667	–	–	338,500
Lapsed share options	–	–	(40,522)	40,522	–
Issue of warrants	–	–	32,138	–	32,138
Exercise of warrants	–	–	(32,138)	32,138	–

As at 31 December 2015	8,578,088	24,134,750	715,752	(32,994,924)	433,666
Comprehensive income Loss for the period	–	–	–	(1,907,687)	(1,907,687)

Issue of share capital	227,750	–	–	–	227,750

As at 31 December 2016	8,805,838	24,134,750	715,752	(34,902,611)	(1,246,271)

The Share Capital represents the nominal value of the equity shares.

The Share Premium represents the amount subscribed for share capital, in excess of the nominal amount, less costs directly relating to the issue of shares.

The Share Based Payments reserve represents the fair value of the equity settled share option scheme.

The Retained Earnings reserve represents the cumulative net gains and losses less distributions made.

The notes form an integral part of the financial statements.

PATH INVESTMENTS PLC

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2016

		As at 31 December 2016	As at 31 December 2015

		£	£
	Note
ASSETS
Non-current assets
Property, plant and equipment	10	–	1,411
Investments – available for sale	11	–	1,050,000

		–	1,051,411
Current assets
Trade and other receivables	12	90,700	6,970
Cash and cash equivalents	16	23,672	103,290

		114,372	110,260
LIABILITIES
Current liabilities
Trade and other payables	13	(1,360,643)	(728,005)

Net Current Liabilities		(1,246,271)	(617,745)


NET (LIABILITIES)/ASSETS		(1,246,271)	433,666

SHAREHOLDERS’ EQUITY
Called up share capital	14	22,014	8,578,088
Deferred shares	14	8,783,824	–
Share premium account		24,134,750	24,134,750
Share based payments reserve		715,752	715,752
Retained earnings		(34,902,611)	(32,994,924)


TOTAL EQUITY		(1,246,271)	433,666

The financial statements were approved by the board of directors and authorised for issue on 27 April 2017 and signed on its behalf by:

C Theis

Chief Executive Officer

The notes an integral part of the financial statements.

PATH INVESTMENTS PLC

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2016

	Notes	Year ended 31 December 2016	Year ended 31 December 2015

		£	£

Cash flows from operating activities
Cash expended from operations	15	(307,376)	(641,792)

Net cash outflow from operating activities		(307,376)	(641,792)


Cash flows from investing activities
Available for sale financial assets acquired		–	(1,300)
Interest received		8	108

Net cash generated from/(used in) investing activities		8	(1,192)


Cash flows from financing activities
Net proceeds from the issue of ordinary shares		227,750	338,500

Net cash inflow from financing activities		227,750	338,500


Net decrease in cash and cash equivalents		(79,618)	(304,484)
Cash and cash equivalents at beginning of year		103,290	407,774

Cash and cash equivalents at end of year	16	23,672	103,290

The notes form an integral part of the financial statements.

PATH INVESTMENTS PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

ACCOUNTING POLICIES

1.1 Basis of preparation

Path Investments Plc is a public limited company incorporated in the United Kingdom, registered under company number 04006413 The address of the registered office is Aston House, Cornwall Avenue, London, N3 1LF. The principal activity of the Company is the investment in oil and gas development and production companies, initially in Turkey.

The financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the European Union (‘IFRS’) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements are presented in UK Sterling and all values are rounded to the nearest pound except where indicated otherwise.

The financial statements have been prepared under the historical cost convention or fair value where appropriate. The significant accounting policies adopted are described below.

The financial statements disclose information about the company only and not its group on the basis that its subsidiaries are dormant and have not traded (see note 21).

1.2 Going concern

The Directors have prepared the financial statements on a going concern basis. The Directors consider the use of the going concern assumption to be appropriate. At the latest reported date of 31 December 2016, the Company had cash and cash equivalents totalling £23,672.

Following the year end the company issued a further 140 million Ordinary Shares at a subscription price of £0.01, raising a further £1.4m before costs.

The Directors have prepared working capital projections which show that the Company has sufficient working capital to cover its costs for at least the next 12 months. These working capital projections include the assumption that £93,000 of the convertible loan notes in issue and £93,000 of related interest as at today’s date will be converted into new Ordinary Shares. The Directors (as holders of these loan notes) have confirmed that the loan notes and related interest will be converted and no repayment will be sought.

The working capital projections do not include provision for making an investment and therefore in order to pursue the Company’s stated strategy to acquire oil and gas production, or near production, assets the Company will require additional funding. The Directors hope to fund future acquisitions through one of, or a combination of, new equity financing or debt financing.

The Directors continue to adopt the going concern basis of accounting in preparing the financial statements, however it is noted that the Company’s ability to pursue its investment strategy is dependent on future fundraising.

1.3 Financial instruments

The Company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial instruments are recognised on the balance sheet at fair value when the Company becomes a party to the contractual provisions of the instrument.

Compound financial instruments issued by the Company comprise convertible loan notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.

The liability component of the compound financial instrument is initially recognised at fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest rate method. The equity component of a compound financial instrument is not re-measured subsequent to initial recognition except on conversion or expiry.

1.4 Financial assets

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. Loans receivable are carried at amortised cost. The Directors assess at the end of each reporting period whether there is objective evidence that a financial asset is impaired. Any impairment shall be recognised in the Statement of Comprehensive Income.

Investments – available for sale

Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned and are initially measured at cost, including transaction costs.

Unlisted investments are recorded at cost less impairment. Unlisted investments are instruments that do not have a quoted market price in an active market and their fair value cannot be measured reliably. The range of reasonable fair value estimates is significantly wide and the probabilities of the various estimates cannot be reasonably assessed as they relate to the underlying gas reserves in blocks which are currently being explored by a third party company.

Impairment

The Company assesses at each reporting date whether there is objective evidence that assets, financial assets or a group of financial assets are impaired. Assets are considered impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that the loss event has an impact on the estimated future cash flows of the asset that can be reliably measured.

1.5 Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as interest bearing loans and borrowings in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the Income Statement. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited directly to equity.

1.6 Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and at bank and other short-term deposits. They are stated at carrying value which is deemed to be fair value.

1.7 Property, plant and equipment

Property, plant and equipment are stated at cost on acquisition less accumulated depreciation and accumulated impairment losses.

Depreciation is provided on all property, plant and equipment categories at rates calculated to write off the cost, less estimated residual value on a straight line basis over their expected useful economic life. The depreciation rates are as follows:

Basis of depreciation

Office equipment 3 years straight line

1.8 New Standards and Interpretations

The IASB and IFRIC have issued the following standards and interpretations which are in issue but not in force at 31 December 2016:

		Effective date (period beginning on or after)
IFRS 2	Share based payments – Amendments to clarify the classification and measurement of share-based payment transactions	1 January 2018
IFRS 9	Financial instruments – incorporating requirements for classification and measurement, impairment, general hedge accounting and de-recognition.	1 January 2018
IFRS 12	Disclosure of interests in other entities – Amendments resulting from Annual Improvements 2014-2016 Cycle (clarifying scope)	1 January 2017
IFRS 15	Revenue from Contracts with Customers – Clarifications to IFRS 15	1 January 2018
IFRS 16	Leases – original issue	1 January 2019
IAS 7	Statement of cash flows – Amendments resulting from the disclosure initiative	1 January 2017
IAS 12	Income taxes – Amendments regarding the recognition of deferred tax assets for y=unrealised losses	1 January 2017
IFRIC 22	Foreign currency transactions and advance consideration	1 January 2018

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements other than in terms of presentation.

1.9 Share-based payments

The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees or suppliers as consideration for equity instruments (options) of the Company. The fair value of the employee or supplier services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

including any market performance conditions;
excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and
excluding the impact of any non-vesting conditions (for example, the requirement of employees to save).

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

1.10 Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised, using the liability method, in respect of temporary differences between the carrying amount of the Company’s assets and liabilities and their tax base.

Deferred tax liabilities are offset against deferred tax assets. Any remaining deferred tax asset is recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits, within the same jurisdiction, in the foreseeable future against which the deductible temporary difference can be utilised.

Deferred tax is determined using tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Current and deferred tax are recognised in the income statement, except when the tax relates to items charged or credited directly in equity, in which case the tax is also recognised in equity.

1.11 Sources of estimation uncertainty

The preparation of financial statements requires the use of estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reporting amount of income and expenses during the period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.

Share based payments

The share-based payment charge is calculated using the Black-Scholes model which requires the estimation of share price volatility, expected life and the bid price discount.

SEGMENTAL REPORTING

Primary segment – business

The Company has only one business segment, which is investing in companies, either by way of equity or convertible loans primarily in the natural resources sector.

Secondary segment – geographical

The Company’s loss for the period was derived wholly from activities undertaken in the United Kingdom

The Company’s assets are allocated based on where the assets are located, as follows:

	2016	2015
	£	£

United Kingdom	114,372	111,671
Turkey	–	1,050,000

Gross assets	114,372	1,161,671


United Kingdom	(1,360,643)	(728,005)
Turkey	–	–

Gross liabilities	(1,360,643)	(728,005)


United Kingdom	(1,246,271)	(616,334)
Turkey	–	1,050,000


Net (liabilities)/assets	(1,246,271)	433,666

EXPENSES BY NATURE

	2016	2015
	£	£

Staff costs	412,012	481,009
Other expenses	370,183	333,719
	782,195	814,728

OPERATING LOSS

The operating loss is stated after charging:

	2016	2015
	£	£

Auditors remuneration – audit services	24,000	24,000

EMPLOYEES

Number of employees

The average monthly number of employees (including Directors) during the period was:

	2016	2015
	Number	Number
Administration	3	4

	2016	2015
	£	£
Employment costs
Wages and salaries (including benefits in kind) Social security costs Pension costs	375,262 27,750 9,000 412,012	396,685 48,324 36,000 481,009

Included in employment costs above is an increase in accrued remuneration of £275,850 (2015: £155,457).

FINANCE INCOME AND COSTS

	2016	2015
	£	£
Finance Income
Bank interest	8	108

	8	108


Finance costs
Convertible loan note interest	(75,500)	–

Net finance (cost)/income	(75,492)	108

DIRECTORS’ REMUNERATION

	2016	2015
	£	£

Aggregate emoluments	375,262	396,685
Pension costs	9,000	36,000
	384,262	432,685

The highest paid Director received remuneration of £117,263 (2015: £216,935). During the period retirement benefits accrued to one Director (2015: 1).

The Directors have continued to work without full payment of their remuneration as detailed below:

Following the year end the Directors have waived accrued salaries and pension costs as at 30 September 2016 totalling £937,904, this included £275,850 of aggregate remuneration accrued during the year ended 31 December 2016 and included in the directors’ remuneration figures above. The remaining £108,412 directors’ remuneration was paid during the year ended 31 December 2016.

In association with the waiver of the above detailed accrued salaries the Directors were issued with share options as detailed further in note 22.

In addition a gross bonus was paid to C Theis of £94,621 in April 2017 in recognition of his efforts in assisting the company’s listing on the Standard market and associated fundraising.

TAXATION

No corporation tax charge arises in respect of the period due to the trading losses incurred. The Company has surplus management expenses available to carry forward and use against trading profits arising in future periods of £4,319,873 (2015: £4,017,987). In addition the Company has non-trading loan relationship debits to carry forward to offset against future non-trading loan relationship credits of £18,880,318 (2015: £18,804,827).

	2016	2015
	£	£
Current tax charge	–	–


Loss on ordinary activities before taxation	(1,907,687)	(7,817,587)



Loss on ordinary activities before taxation multiplied by average effective rate of corporation tax of 20% (2015: 20.25%)	(381,537)	(1,583,061)
Effects of:
Non-deductible expenses	242,085	1,441,043
Capital allowances in excess of depreciation	–	286
Depreciation in excess of capital allowances	282	–
Short term timing differences	89,593	21,668
Other adjustments	–	–
Movement in tax losses	49,577	120,064

Current tax charge	–	–

A deferred tax asset of £743,478 (2015: £732,958) in respect of losses has not been recognised due to the uncertainty regarding the availability of future profits against which the losses of the Company could be offset.

LOSS PER SHARE

The calculation of the basic and diluted loss per share is based on the loss on ordinary activities after taxation of £1,907,687 (2015: £7,817,587) and on the weighted average number of ordinary shares of 21,824,355 (2015: 20,884,862) in issue. The basic and diluted loss per share is 8.74p (2015: 37.4p). As the Company is loss making, there was no dilutive effect from the share options or convertible loan notes outstanding during the year.

In order to calculate the diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares according to IAS33. Dilutive potential ordinary shares include convertible loan notes and share options granted to Directors and consultants where the exercise price (adjusted according to IAS 33) is less than the average market price of the Company’s ordinary shares during the period.

Post year-end the Company issued 140 million new Ordinary Shares (as disclosed in note 22); had this transaction occurred before the end of the reporting period it would have changed significantly the number of ordinary shares outstanding at the end of the period and therefore the loss per share.

PROPERTY, PLANT AND EQUIPMENT

			Office equipment
Cost			£
At 1 January 2016			4,233

At 31 December 2016			4,233

Accumulated depreciation
At 1 January 2016			2,822
Charge for the year			1,411

At 31 December 2016			4,233



Net book value at 31 December 2016			–


Net book value at 31 December 2015			1,411

INVESTMENTS – AVAILABLE FOR SALE

	Unlisted Investments	Total
	£	£
At 1 January 2015	8,019,529	8,019,529
Additions	1,300	1,300
Impairment	(6,970,829)	(6,970,829)

At 31 December 2015	1,050,000	1,050,000
Impairment	(1,050,000)	(1,050,000)

At 31 December 2016	–	–

The unlisted investments as at 31 December 2015 comprised of a 5 per cent. interest each in ARAR and Alpay Enerji as at an aggregate cost of £8 million.

As at 31 December 2015 the Directors considered that the fair value of the investments was at least equal to the cost and therefore no impairment of the investments was recognised. In making this assessment the Directors considered the valuation placed on the underlying assets at the time of acquisition and that no material changes had occurred which would in their opinion result in an impairment.

During the year, Mr. S. Faith Alpay, the majority owner of ARAR and Alpay Enerji AS, made an initial offer to the Company of £1,050,000 for its 5% interest in both companies payable in instalments. However, since the offer was received, progress towards a legal sale and purchase agreement had been slow, and as the payment is by instalment over a period of time, and the directors now consider the likelihood of finding an alternative buyer to be low, the directors have decided to impair the asset to £nil.

TRADE AND OTHER RECEIVABLES

	2016	2015
	£	£

Prepayments	90,700	6,970

	90,700	6,970

TRADEAND OTHER PAYABLES

	2016	2015
	£	£

Trade payables	140,740	48,134
Taxation and social security	–	6,440
Other payables	151,000	–
Accruals and deferred income	1,068,903	673,431

	1,360,643	728,005

Included in other payables is £75,500 raised from the Directors in respect of Convertible Unsecured Loan Stock 2016 together with accrued interest thereon of £75,500.

Convertible Unsecured Loan Stock 2016

In October and December 2016 the company raised £75,500 under the Convertible Unsecured Loan Stock 2016 instrument issued on 26 October 2016.

At the option of the loan stockholder, on an Admission of the Company to AIM or other recognised investment exchange, the loan will either be convertible into shares at the price at which the placing associated with the listing occurs or will be repayable out of the placing proceeds together with 100% interest to compensate for the risk associated with the loan:

The following amounts were raised from the Directors:

Director	Amount (£)
D Boylan	10,000
C Theis	51,000
R Patel	1,500
A Yeo	5,000
N Fitzpatrick	5,000
T Corrado	3,000
Total	75,500

SHARE CAPITAL

	2015	2015
Allotted, called up and fully paid	no	£
Ordinary Shares of 1p each
At 1 January 2015	824,125,530	8,241,255
Share issues
On 6 January 2015 the company issued ordinary shares of 1p each at par	300,000	3,000
On 3 June 2015 the company issued ordinary shares of 1p each at par.	300,000	3,000
On 1 September 2015 the company issued ordinary shares of 1p each at par.	2,500,000	25,000
On 2 September the company issued ordinary shares of 1p each at par.	30,250,000	302,500
On 2 December 2015 the company issued ordinary shares of 1p each at 1.5p per share	333,333	3,333

	857,808,863	8,578,088
Consolidation of shares
On 18 December 2015 the company consolidated its 857,808,863 shares of £0.01 each into 21,445,221 shares of £0.40 each. All voting, dividend and capital distribution rights remained unchanged.	(836,363,642)	–

At 31 December 2015	21,445,221	8,578,088

	2016	2016	2016	2016	2016	2016
Allotted, called up and fully paid	no	£	no	£	no	£
	Ordinary Shares of 40p each	Ordinary Shares of 40p each	Ordinary Shares of 1p each	Ordinary Shares of 1p each	Deferred Share of 39.9p each	Deferred Share of 39.9p each
At 1 January 2016	21,445,221	8,578,088
Share issues
On 23 March 2016 the company issued 62,500 Ordinary shares at par	62,500	25,000
On 4 April 2016 the company issued 69,375 Ordinary shares at par	69,375	27,750
On 10 May 2016 the company issued 400,000 Ordinary shares at par	400,000	160,000
On 20 May 2016 the company issued 25,000 Ordinary shares at par	25,000	10,000
On 2 June 2016 the company issued 12,500 Ordinary shares at par	12,500	5,000

	22,014,596	8,805,838
In October 2016, the Company passed an ordinary resolution to subdivide the existing 22,014,596 Ordinary shares of 40 pence each into 22,014,596 New Ordinary shares of 0.1 pence and 22,014,596 Deferred shares of 39.9 pence. The above subdivision also applies to outstanding share options and warrants in October 2016.	(22,014,596)	(8,805,838)	22,014,596	22,014	22,014,596	8,783,824

	–	–	22,014,596	22,014	22,014,596	8,783,824

The ordinary shares shall confer upon the holders the right to receive dividends and other distributions and participate in the income or profits of the company, provided that the Ordinary shares shall not confer upon the holders the rights to receive dividends paid, made or declared of the proceeds of the sale of assets held by the Company at 10 October 2016 and included on the Company’s Balance Sheet as “Investments – Available for Sale” as at the date of the General Meeting (the “Legacy Assets”).

The deferred shares shall confer upon the holders the following rights and shall be subject to the following restrictions, not withstanding any other provisions in these Articles:

Return of Capital

On return of assets on a winding up of the Company after the holders of Ordinary shares have received the aggregate amount paid up thereon plus £10,000,000 for each such share held by them, there shall be a distribution to the holders of deferred shares an amount equal to the nominal value of shares held and thereafter any surplus held will be distributed to holders of ordinary shares.

Dividends

Holders of deferred shares have no rights to dividends or other distributions or to participate in the income and profits of the company. Deferred shareholders have a right to receive any dividends declared, made or paid out of the proceeds of the sale of Legacy Assets.

Transfers

The company may acquire all or any of the deferred shares in issue at any time for no consideration.

RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES

	2016	2015
	£	£

Operating loss	(782,195)	(846,866)
(Increase)/decrease in debtors	(83,730)	3,590
Increase in creditors within one year	632,638	167,935
Depreciation	1,411	1,411
Share based payment	–	32,138
Convertible loan note interest	(75,500)	–

Net cash outflow from operating activities	(307,376)	(641,792)

CASH & CASH EQUIVALENTS

	2016	2015
	£	£

Cash at bank and in hand	23,672	103,290


The fair value of cash and cash equivalents at 31 December 2016 was £23,672 (2015: £103,290).

FINANCIAL INSTRUMENTS

The Company’s financial instruments comprise cash and cash equivalents and various other items, such as available for sale investments and trade receivables and payables, which arise directly from its operations. It is, and has been throughout the period under review, the Company’s policy to ensure that there is no trading in financial instruments. The main purpose of these financial instruments is to finance the Company’s operations.

Categories of Financial Instruments

	2016	2015
	£	£
Financial Assets
Investments available for sale	–	1,050,000
Cash and cash equivalents	23,672	103,290
Trade and other receivables	90,700	6,970

	114,372	1,160,260

Financial Liabilities
Trade and other payables	1,209,643	728,005
Convertible loan notes	151,000	–

	(1,246,271)	432,255

Financial Assets and Liabilities

Financial assets and financial liabilities are recognised on the Company’s balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial Risk Factors

The Company’s activities expose it to liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to sell or earn dividend from its financial assets, in particular the shareholdings in Alpay Enerji and ARAR. The Company monitors the activities of both companies and reviews key management information when it is provided.

The Company has to date financed its operations from cash reserves funded from share issues. Management’s objectives are now to manage liquid assets in the short term through closely monitoring costs..

The Company has no borrowing facilities that require repayment and therefore has no interest rate risk exposure.

Fair Values of Financial Assets and Liabilities

The Directors consider that the fair value of the Company’s financial assets and liabilities are not considered to be materially different from their book values.

SHAREOPTIONS

The following share options have been granted by the Company:

Date of grant	Number of ordinary shares under option at 1 January 2015	Granted during year	Exercised during year	Lapsed during year	Number of ordinary shares under option at 31 December 2015	Weighted average exercise price	Exercise period
18/06/2010	50,000	–	–	(50,000)	–	£2.00	18/06/2010-04/05/2015
18/06/2010	72,099	–	–	(72,099)	–	£2.00	18/06/2010-04/05/2015
03/05/2011	750,000	–	–	–	750,000	£2.80	15/02/2012 – 02/05/2021
03/05/2011	150,000	–	–	–	150,000	£2.80	04/05/2011 – 02/05/2021
23/05/2013	1,375,000	–	–	–	1,375,000	40p	24/05/2013 – 23/05/2020
Total	2,397,099	–	–	(122,099)	2,275,000	£1.35

Date of grant	Number of ordinary shares under option at 1 January 2016	Granted during year	Exercised during year	Lapsed during year	Number of ordinary shares under option at 31 December 2016	Weighted average exercise price	Exercise period
03/05/2011	750,000	–	–	–	750,000	£2.80	15/02/2012 – 02/05/2021
03/05/2011	150,000	–	–	–	150,000	£2.80	04/05/2011 – 02/05/2021
23/05/2013	1,375,000	–	–	–	1,375,000	40p	24/05/2013 – 23/05/2020
Total	2,275,000	–	–	–	2,275,000	£1.35

All options outstanding at the year-end are exercisable at that date.

The following warrants have been granted by the Company:

Date of grant	Number of ordinary shares under option at 1 January 2015	Granted during year	Exercised during year	Lapsed during year	Number of ordinary shares under option at 31 December 2015	Weighted average exercise price	Exercise period
21/11/2013	2,725,000	–	(537,500)	–	2,187,500	40p	21/11/2013-20/11/2016
24/06/2015	–	218,750	(218,750)	–	–	40p	21/11/2013-20/11/2016
Total	2,725,000	218,750	(756,250)	–	2,187,500	40p

SHAREOPTIONS (continued)

Date of grant	Number of ordinary shares under option at 1 January 2016	Granted during year	Exercised during year	Lapsed during year	Number of ordinary shares under option at 31 December 2016	Weighted average exercise price	Exercise period
21/11/2013	2,187,500	–	(12,500)	(2,175,000)	–	40p	21/11/2013-20/11/2016
10/05/2016	–	125,000	–	(125,000)	–	40p	21/11/2013-20/11/2016
Total	2,187,500	125,000	(12,500)	(2,300,000)	–	–

The number of shares and warrants included in the above tables have been updated to give effect to the restructuring of share capital which took place during the year (see note 14).

The fair value of equity settled share options and warrants granted is estimated at the date of grant using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model:

Options

Date of grant

Expected volatility

Expected life

Risk-free interest rate

Expected dividend yield

Possibility of ceasing employment before vesting

Fair value per option

03 May 2011

54%

3.5 years

1.72%

–

0.014p

23 May 2013

54%

3.5 years

0.55%

–

0.004p

The expense recognised by the Company for share based payments during the year ended 31 December 2016 was Nil (2015: £32,138).

The average volatility is used in determining the share based payment expense to be recognised in the period. This was calculated by reference to the standard deviation of the share price over the preceding 12-month period.

Movement in the number of options and warrants outstanding and their related weighted average exercise price are as follows:

SHAREOPTIONS (continued)

At 31 December 2016 At 31 December 2015

	Number of Options & Warrants	Weighted average exercise price per share (pence)	Number of Options & Warrants	Weighted average exercise price per share (pence)
At 1 January	4,462,500	88p	5,122,099	86p
Granted	125,000	40p	218,750	40p
Exercised	(12,500)	40p	(756,250)	40p
Expired	(2,300,000)	40p	(122,099)	200p
At 31 December	2,275,000	40p	4,462,500	88p

The weighted average remaining contractual life of options as at 31 December 2016 was 3.8 years (2015: 2.9 years).

The number of shares included in the above table for both the current and previous year have been updated to give effect to the restructuring of share capital which took place during the year (see note 14).

RELATED PARTY TRANSACTIONS

During the year Adler Shine LLP, a firm in which R Patel is a partner, invoiced the Company £nil (2015:nil) for the provision of bookkeeping and accountancy services, £nil (2015: £720) for the provision of company secretarial services, £96 (2015: £420) for the provision of payroll services and £nil (2015:£257) for the provision of telephone services. At the period end an amount of £nil (2015: £3,600) was included in accruals in respect of bookkeeping and accountancy fees. The above transactions were on a commercial arm’s length basis.

During the year, the director C Theis charged the Company £5,000 (2015: £19,490) and £nil (2015: £28,157) for commissions and consultancy services, respectively and a further £13,000 in respect of Directors’ fees

Included in debtors is a directors’ overdrawn loan account of £38,000 for Christopher Theis, which was interest-free, repayable on demand and cleared in April 2017 by way of a bonus as detailed in note 7.

Included within trade payables are unpaid Directors fees amounting to £7,500 due to Brent Fitzpatrick.

RELATED PARTY TRANSACTIONS(continued)

During the year the following shares were issued at par to directors:

Director	Shares issued
D Boylan	125,000
C Theis	25,000
A Yeo	31,875
N Fitzpatrick	12,500
R Patel	12,500

The following share options were held by the directors during the year:

Director	Date of grant	Held at 1 January 2016	Lapsed during the year	Held at 31 December 2016	Exercise price
D Boylan	23/05/2013	250,000	–	250,000	£0.40
D Boylan	03/05/2011	150,000	–	150,000	£2.80
C Theis	23/05/2013	875,000	–	875,000	£0.40
R Patel	23/05/2013	250,000	–	250,000	£0.40
R Patel	03/05/2011	150,000	–	150,000	£2.80

The following warrants were held by the directors during the year:

Director	Date of grant	Held at 1 January 2016 (or date of appointment if later)	Exercised during the year	Held at 31 December 2016	Exercise price
N Fitzpatrick	21/11/2013	12,500	(12,500)	–	£0.40

The number of shares included in the above tables for both the current and previous year have been updated to give effect to the restructuring of share capital which took place during the year (see note 14).

Included in other payables are the following convertible loan notes issued to the Directors together with accrued interest thereon:

	Convertible Loan Note	Interest	Total
Director	(£)	(£)	(£)
D Boylan	10,000	10,000	20,000
C Theis	51,000	51,000	102,000
R Patel	1,500	1,500	3,000
A Yeo	5,000	5,000	10,000
N Fitzpatrick	5,000	5,000	10,000
T Corrado	3,000	3,000	6,000
Total	75,500	75,500	151,000

ULTIMATE CONTROLLING PARTY

The Company considers that there is no ultimate controlling party.

INVESTMENT IN SUBSIDIARIES

As at 31 December 2016 the company held more that 20% of the share capital in the following companies:

Subsidiary Undertaking	Country of Incorporation	Class	Shares held	Principal Activity
Path Newco Limited	UK	Ordinary	100%	Dormant
Path Investments (Turkey) Limited	UK	Ordinary	100%	Dormant

Path Newco Limited was dissolved in August 2016. Path Investments (Turkey) Limited was dissolved in September 2016.

EVENTS AFTER THE REPORTING DATE

In January 2017, 1,675,000 options were waived by the option holders as follows:

Date of grant	Number of ordinary shares under option at 31 December 2015	Waived	Outstanding options	Exercise price	Exercise period

03/05/2011	750,000	(150,000)	600,000	£2.80	15/02/2012 – 02/05/2021
03/05/2011	150,000	(150,000)	–
23/05/2013	1,375,000	(1,375,000)	–
Total	2,275,000	(1,675,000)	600,000

Following the year end and upon the company securing a listing the Directors have waived, salaries, pensions and benefits in kind totalling £937,904, in lieu of the grant of the following options:

Option holder	Number of ordinary shares subject to option	Exercise price (per option share)	Expiry date
D Boylan	3,000,000	£0.001	10 years from Admission, 30 March 2017
	5,125,000	£0.01	10 years from Admission, 30 March 2017
	2,562,500	£0.02	10 years from Admission, 30 March 2017
C Theis	20,000,000	£0.001	10 years from Admission, 30 March 2017
	16,000,000	£0.01	10 years from Admission, 30 March 2017
	6,500,000	£0.02	10 years from Admission, 30 March 2017
R Patel	1,000,000	£0.001	10 years from Admission, 30 March 2017
	750,000	£0.01	10 years from Admission, 30 March 2017
	375,000	£0.02	10 years from Admission, 30 March 2017
A Yeo	8,500,000	£0.001	10 years from Admission, 30 March 2017
	6,500,000	£0.01	10 years from Admission, 30 March 2017
	2,875,000	£0.02	10 years from Admission, 30 March 2017

Following the year end the company raised a further £37,500 under Its Convertible Unsecured Loan Stock 2016 (note 13):

The following amounts were raised from the Directors:

Director	Amount (£)
D Boylan	10,000
C Theis	16,000
R Patel	1,500
A Yeo	5,000
N Fitzpatrick	5,000

Total	37,500

On 30 March 2017 the company placed 140,000,000 new ordinary shares of £0.001 each at a placing price of £0.01, raising £1,400,000 before expenses.

This information is provided by RNS

The company news service from the London Stock Exchange

Georgian Mining Corporation – Exceptionally High Grade Copper-Gold Drill Intercepts at Kvemo Bolnisi East

Posted on 27th April 2017 by shardadmin

Georgian Mining Corporation
Exceptionally High Grade Copper-Gold Drill Intercepts at Kvemo Bolnisi East

Georgian Mining Corporation (‘GEO’ or the ‘Company’) announces that it has intersected exceptionally high grade mineralisation, including 16m at 15.4% copper (‘Cu’) from 47m, during its ongoing drilling programme at ‘Gold Zone 2’ situated within the Kvemo Bolnisi East Project (‘KB’). To view the press release with the illustrative diagrams please use the following link:

http://www.rns-pdf.londonstockexchange.com/rns/4691D_-2017-4-26.pdf

These results fit with the new epithermal ore geology model identified by the Company and provide further evidence that the three zones currently being explored, Copper Zone 1, Gold Zone 1 and Gold Zone 2, may sit together as part of a much larger deposit. The Company is confident that work in the short term will unify the three zones in line with the Company’s objective of delineating a 50Mt+ deposit at KB. The Company has a three phase plan to reach this objective and recently exceeded its Phase 1 target having delineated a total JORC compliant resource estimate of 2.22 million tonnes @ 0.8% Cu and 0.1 g/t Au at a 0.3% Cu cut-off for Copper Zone 1.

GEO Managing Director Greg Kuenzel said, “KB is showing all the signs of being a very significant epithermal Cu-Au deposit with exceptionally high grade areas, as well as bulk tonnage potential. With work ongoing across multiple zones, we look forward to understanding these both separately, but more importantly, together as one unit as we work towards our 50Mt+ target.”

Further Information
The Gold Zone 2 drill campaign continues to intersect significant concentrations of both gold oxide and copper sulphide mineralisation. The gold oxides, typically occurring from surface down to the base of oxidation at between 40 and 70m depth, are followed by intersections of copper minerals in a chalcocite blanket which, based on recent drilling, can extend over mineralised package widths exceeding 100m. In particular, drill hole TGD-044 includes continuous copper mineralisation from the base of the oxide zone to the end of the hole at 120m and is open at depth. Assays have returned 16m @ 15.4% Cu from 47m, including 4.95m @ 40.50% Cu, 0.46g/t Au and 55.6g/t Ag. Additionally the hole has identified continuous gold mineralisation in the oxide zone from surface to the base of oxides at 47m including 24m @ 1.58g/t Au from 1m.

Further drill results related to the ongoing drill programme at Gold Zone 2 are expected to be released in the coming weeks.

Table 1: Diamond Drillhole TGD-044 Notable Mineralised Intercepts

From (m)	To (m)	Interval (m)	Cu%	Au gt	Ag gt
1.00	25.00	24.00	–	1.58	–
30.00	46.00	16.00	–	0.71	–
47.00	63.00	16.00	15.40	0.30	19.56
*Including:*
53.05	58.00	4.95	40.50	0.46	55.60
72.00	90.00	18.00	0.88	–	–
99.00	102.00	3.00	0.44	–	–
110.00	119.00	9.00	0.51	–	–

Images: Selected drill core from TGD-044 (See PDF)

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

**ENDS**

For further information please visit www.georgianmining.com or contact:

Greg Kuenzel
Georgian Mining Corporation
Company
Tel: 020 7907 9327
Ewan Leggat
S. P. Angel Corporate Finance LLP
Nomad & Broker
Tel: 020 3470 0470
Damon Heath
Shard Capital Partners LLP
Joint Broker
Tel: 0207 186 9950
Elisabeth Cowell
St Brides Partners Ltd
PR
Tel: 020 7236 1177

Competent Person Statement
The information in this announcement that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by James Royall, who is a Member of the Australian Institute of Geoscientists.

James Royall has sufficient experience, relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking, to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ and as a qualified person as defined in the Note for Mining and Oil & Gas Companies which form part of the AIM Rules for Companies. James Royall has reviewed this announcement and consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears.

About Georgian Mining Corporation
Georgian Mining Corporation has 50% ownership and operational control of the Bolnisi Copper and Gold Project in Georgia, situated on the prolific Tethyan Belt, a well-known geological region and host to many high grade copper-gold deposits and producing mines. The Bolnisi licence covers an area of over 860 sq km and has a 30 year mining licence with two advanced exploration projects; Kvemo Bolnisi and Tsitsel Sopeli. These projects are proximal to existing mining operations which are owned by the Company’s supportive joint venture partner. Georgia has an established mining code and is a jurisdiction open to direct foreign investment.

The Company is developing the project in three phases:
· Phase 1: H1 2017 target to delineate a minimum of 1-2 Mt to support initial spare capacity (now achieved and exceeded)
· Phase 2: 2017 target to delineate a 3-5 Mt resource of combined copper-gold sulphide and gold oxide mineralisation (on target)
· Phase 3: Long term target – to delineate a resource of 50Mt+

This information is provided by RNS
The company news service from the London Stock Exchange

Amryt Pharma PLC – Phase 3 Clinical Trial for AP101 in EB – First Patient Enrolled

Posted on 27th April 2017 by shardadmin

Amryt Pharma plc
(“Amryt” or the “Company”)

Phase 3 Clinical Trial for AP101 in EB

First Patient Enrolled

Amryt, the pharmaceutical company focused on best-in-class treatments for rare and orphan diseases, is pleased to announce that the first patient has now been enrolled into “EASE”, the Company’s pivotal Phase 3 clinical trial, which is evaluating AP101 as a potential treatment for the rare, genetic skin disorder, Epidermolysis Bullosa (“EB”).

As previously reported, EASE intends to study 164 patients across approximately 30 sites in 15 countries, with the first site initiated in Sydney, Australia. Patients will be randomised in a double-blind fashion to AP101 or placebo, with the treatment applied as a topical gel when dressing changes would routinely occur but no less frequently than every four days.

The proportion of patients with completely healed target wounds within 45 days will be evaluated as the primary efficacy endpoint. The trial is being conducted by INC Research as the contract research organisation. An interim analysis will be conducted when 50% of the study patients have completed 45 days of treatment. The results from this interim analysis of this trial are expected in the first quarter of 2018.

EB is a chronic and debilitating disease which causes the skin to tear and blister at the slightest touch. There are approximately 500,000 people living with EB worldwide and the global market for a treatment in EB is estimated to be in excess of EUR 1.3 billion. Currently, there is no approved therapy to treat EB.

Mark Sumeray, Chief Medical Officer of Amryt, commented:

“We are delighted to enrol the first patient in EASE, our pivotal Phase 3 clinical trial. The trial will evaluate the efficacy and safety of our lead drug candidate, AP101, as a potential treatment for Epidermolysis Bullosa, a distressing and rare skin disorder. We look forward to further patients joining the study, which we expect to be one of the largest studies of its kind in this rare disease.”

Enquiries:

Amryt Pharma plc
C/o KTZ Communications
Joe Wiley, CEO
Rory Nealon, CFO/COO

Shore Capital
+44 (0) 20 7408 4090
Nomad and Joint Broker

Bidhi Bhoma, Edward Mansfield

Davy
+353 (1) 679 6363
ESM Adviser and Joint Broker

John Frain, Anthony Farrell

Stifel
+44 (0) 20 7710 7600
Joint Broker

Jonathan Senior, Ben Maddison

KTZ Communications
+44 (0) 20 3178 6378
Katie Tzouliadis, Emma Pearson

About Amryt Pharma plc – see www.amrytpharma.com

Amryt Pharma is a specialty pharmaceutical company focused on developing and delivering innovative new treatments to help improve the lives of patients with rare or orphan diseases. The Company is building a diversified portfolio of commercially attractive, best-in-class, proprietary new drugs to help address some of these rare and debilitating illnesses for which there are currently no available treatments.

The Company holds an exclusive licence to sell LOJUXTA (lomitapide) for adults, across the EU and other territories including the Middle East, North Africa, Turkey and Israel. LOJUXTA is used to treat a rare life-threatening, genetic disorder called Homozygous Familial Hypercholesterolemia, which impairs the body’s ability to remove LDL cholesterol (“bad” cholesterol) from the blood. This typically results in extremely high blood LDL cholesterol levels leading to aggressive and premature narrowing and blocking of arterial blood vessels. If left untreated, heart attack or sudden death may occur in childhood or early adulthood.

Amryt’s lead drug candidate, AP101 (Episalvan), is a potential treatment for Epidermolysis Bullosa (“EB”), a rare and distressing genetic skin disorder for which there is currently no treatment. It is currently in Phase 3 clinical trials. The global market opportunity for EB is estimated to be in excess of EUR 1.3 billion.

Amryt’s earlier stage product, AP102, is focused on developing novel, next generation somatostatin analogue (“SSA”) peptide medicines for patients with rare neuroendocrine diseases, where there is a high unmet medical need, including acromegaly and Cushing’s disease.

The Company joined AIM and Dublin’s ESM in April 2016 following the reverse takeover of Fastnet Equity PLC.

This information is provided by RNS
The company news service from the London Stock Exchange

Rosslyn Data Technologies – Acquisition, Proposed placing, Open offer, Notice of General Meeting

Posted on 26th April 2017 by shardadmin

Rosslyn announces that it has conditionally agreed to acquire Integritie (UK) Limited for a total initial consideration of £2.588 million and has conditionally raised a total of £2.29 million, before expenses, by way of a placing of up to 50,955,000 new ordinary shares at 4.5 pence (the “Firm Placing”). In addition the Company has conditionally raised £2.21 million before expenses by way of a placing of up to 49,045,000 new ordinary shares at 4.5 pence each (the “VCT/EIS Placing”) and also announces an Open Offer to raise up to approximately £0.5 million.

Acquisition Highlights

Initial consideration of £2.588 million plus an earn out of up to £750,000 on revenue targets
Complementary products and customers with Rosslyn’s existing business
Firm and VCT/EIS Placings to raise up to £4.5 million to satisfy initial consideration and to provide general working capital
Enlarged recurring revenue base expected to enhance Company’s quality of earnings
Expected near term cost synergies
Cross selling opportunities

Transaction Highlights

The Transaction, which is subject to Shareholder approval, will raise gross proceeds of up to £5.0 million*
Placing of up to 100,000,000 Ordinary Shares at the Placing Price of 4.5 pence per share
Open Offer for an aggregate of 11,142,031 Offer shares on the basis of 5 new Ordinary Shares for every 34 Existing Ordinary Shares at 4.5 pence each

* On the assumption that the Open Offer is fully subscribed

The net proceeds of the Firm Placing and Open Offer will be used to part fund the acquisition of Integritie and the net proceeds of the VCT/EIS placing will go towards general working purposes.

Roger Bullen, CEO commented: “We are delighted to announce the acquisition of Integritie. Integritie is a strategically important acquisition for us giving us the ability to analyse unstructured as well as structured data. Integritie’s customer base is complementary to our own and the acquisition will enable us to cross sell both structured and unstructured data services to an enlarged customer base. In due course, the acquisition should enable us to extract significant synergies not only through cross selling but also operational efficiencies and cost savings as a result of the increased scale.”

An explanatory circular (the “Circular”) is today being posted to Shareholders in relation to the Transaction.The same definitions apply throughout this announcement as are applied in the Circular. The Circular will be sent to shareholders today and will be available on the Company’s website: www.rosslynanalytics.com

Rosslyn Data Technologies plc	Roger Bullen, Chief Executive Officer	+44(0)20 7138 3203 +44(0)77 7162 3345
	Lance Mercereau Chief Marketing Officer	+44(0)7788 183273


Cenkos Securities – Nominated Adviser, Broker	Stephen Keys/Camilla Hume	+44(0)20 7397 8924

Notes to Editors

Rosslyn Data Technologies plc, (AIM: RDT), a leading provider of a Cloud-based enterprise data analytics platform, was founded in 2005 by Charles Clark and Hugh Cox. Business Intelligence was ranked first in the top ten technology priorities for Chief Information Officers in 2012 by Gartner. The Company provides analytical services by combining four key technologies: data extraction; cleansing; enrichment; and visualisation, through a single cloud platform enabling users with detailed data to make more informed decisions. Rosslyn’s RAPid platform is the Group’s primary product available to its multinational customers, including Aberdeen Asset Management plc, Babcock Corporate Services plc, Xerox Business Services and Coca-Cola Enterprises, Inc. Rosslyn Data Technologies plc is the ultimate holding company of the Group and owns 100 percent of Rosslyn Analytics Limited.

Further information can also be found on the Company’s website at: www.rosslynanalytics.com

INTRODUCTION

The Company has today announced a conditional VCT/EIS Placing to raise approximately £2.21 million (before fees and expenses) by the issue of 49,045,000 new Ordinary Shares at the Placing Price of 4.5 pence per Ordinary Share.

The Company also proposes to raise £2.29 million (before fees and expenses) through a conditional Firm Placing by the issue of 50,955,000 new Ordinary Shares at the Placing Price.

Furthermore, in order to provide Shareholders who have not taken part in the VCT/EIS Placing and Firm Placing with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Placing Price for an aggregate of 11,142,031 Offer Shares, to raise up to £0.5 million, on the basis of 5 New Ordinary Shares for every 34 Existing Ordinary Shares held on the Record Date, at the Placing Price, payable in full on acceptance.

The Transaction is conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting, compliance by the Company in all material respects of its obligations under the Placing Agreement and the admission of the VCT/EIS Placing Shares, the Firm Placing Shares, the Offer Shares and the Consideration Shares to trading on AIM.

The Resolutions are contained in the Notice of General Meeting which can be found at the end of the Circular. Admission is expected to occur no later than 8.00 a.m. on 15 May 2017 or such later time and/or date as Cenkos and the Company may agree. The VCT/EIS Placing and the Firm Placing are not underwritten.

The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the New Ordinary Shares on a pre-emptive basis whilst providing the Company with additional capital to invest in the business of the Group. The Placing Price is at a discount of 42.9 per cent. to the closing middle market price of 7.88 pence per Existing Ordinary Share on 25 April 2017 (being the last practicable date before announcement of the Transaction).

The purpose of the Circular is to explain the background to and reasons for the Transaction, the use of proceeds, and the details of the Transaction. The Circular also explains why the Board considers the Transaction to be in the best interest of the Company and its Shareholders, and why the Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting.

BACKGROUND TO THE TRANSACTION

Roger Bullen became Chief Executive in June 2016 and since that time the Board’s strategic focus has been on developing a multi-purpose dynamic data architecture and building a scalable technology platform. The Board believes that the Company’s platform is now technologically advanced with deep functionality such that it is scalable for a variety of modules and capabilities.

Whilst Rosslyn has attracted a number of important partnerships and is being increasingly recognised as a key player in the data analytics space this has not been matched by sales traction. A limited sales resource, long sales cycles and unpredictable partner revenues have all, the Board believes, been contributing factors to the Company’s revenue performance over the last three years. This has led to an extended period of negative cash flow within the Group which, in turn, has put pressure on the Company’s balance sheet.

In light of these challenges and the resources the Directors believe that additional data streams and applications are needed to bring the Group to critical mass, the Board’s strategy is to accelerate the development of the Group both organically and inorganically. In addition, the Directors believe that a significant consolidation opportunity exists for Rosslyn to acquire companies that are heavily geared towards sale and delivery and that could leverage the Rosslyn platform. The Directors believe that the Proposed Acquisition represents the first step towards building a dynamic data analytics group. Rosslyn’s principal expertise is in the extraction, transformation, integration, cleansing, enrichment and visualization of structured data sources, primarily from complex financial and enterprise resource planning systems.

Integritie is a UK based, on premise, data mining company which principally uses third party platforms, including but not limited to IBM Filenet, to capture and interrogate large customer data sets. It specializes in unstructured and semi-structured data processing and has a blue chip customer base which the Directors believe is highly complementary to Rosslyn’s. Integritie has its own proprietary analysis tools for extracting data from unstructured sources.

2.1 Reasons for the Proposed Acquisition

Rosslyn’s strategy is to complement organic growth with the acquisition of suitable companies to enhance its product and customer base. The Directors believe that there is a strong opportunity to become a leading consolidator of data analytics companies and that the Proposed Acquisition will be a key step in this process and at the same time increase Rosslyn’s critical mass and scale. The Directors believe that the Proposed Acquisition is strategically compelling for the following reasons:

Integritie’s customer base is complementary to that of Rosslyn. The Directors therefore believe that the Proposed Acquisition will add scale to Rosslyn and will allow the cross sale of unstructured/structured data services to an enlarged customer base.
The Directors believe that the Proposed Acquisition will generate a substantial increase in Rosslyn’s recurring revenues, thereby enhancing the Group’s quality of earnings and reducing overall risk from the reliance on the sale of cumbersome revenue items, the timing of which is always difficult to predict. The Directors believe that an enlarged recurring revenue base will be more closely aligned to the Group’s cost base.
The Directors have identified cost savings/synergies of approximately £0.8 million that they expect Rosslyn to be able to make within a year from completion of the Proposed Acquisition. In due course the Directors expect that there will be further synergies in respect of platform and development costs.
The Directors believe that the Proposed Acquisition will enable the enlarged group to offer unstructured and structured data mining on Rosslyn’s platform in the cloud and will allow Rosslyn to position itself as one of the foremost providers of technologies that enable enterprises to harness their structured and unstructured data simultaneously in one place. In addition to the separate companies’ inherent growth prospects on a standalone basis, the addition of Integritie to the Group would offer a strong opportunity to cross-sell and leverage Rosslyn’s platform
The Directors believe that the combination of the Integritie and Rosslyn sales teams will enable the enlarged Group to sell both RDT’s existing products and Integritie’s current offering as part of a complete and comprehensive suite. The Directors also believe that the increase in scale that Integritie would bring to the Group would drive cost savings and synergies in administration, development, data and project management.

2.2 Information on Integritie

Integritie is an information capture and management company based in Portsmouth. It principally uses on-premises (non-cloud) IBM solutions to handle unstructured and semi structured data and deal with many varied sources and document types.

Integritie is a private limited company incorporated in England and Wales (with registration number 03842863). Integritie was founded by Michael Veenswyk in 2000 and has developed a suite of image, social media and email capture automation solutions. Integritie has a broad range of content management solutions and has delivered capture and content solutions in a number of jurisdictions.

2.3 Financial information on Integritie

The trading record of Integritie for the three years ended 31 December 2015, as extracted from Integritie’s consolidated financial statements is summarized below:

	*Year ended* *31 December* *2013* *£ millions* *(audited)*	*Year ended* *31 December* *2014* *£ millions* *(audited)*	*Year ended* *31 December* *2015* *£ millions* *(unaudited)*
Revenues	5.9	5.4	3.0
Operating Profit/(Loss)	0.6	1.0	(2.0)
Profit/(Loss) before tax	0.6	0.9	(2.4)
Net assets	1.4	2.3	0.7

2.4 Terms of the Proposed Acquisition

Under the terms of the Acquisition Agreement Rosslyn has conditionally agreed to acquire the entire issued share capital of Integritie from its shareholders, Electronic Archive Solutions Holdings Limited, Peter James Lewis and Bernard Paul Quinn. Electronic Archive Solutions Holdings Limited is owned by a family trust, one of the beneficiaries of which is Michael Veenswyk.

The initial consideration for the Proposed Acquisition is £55,000, together with the assumption and repayment of debt of £2.533 million, making a total of £2.588 million. In addition, there is an earn-out element to the consideration, based on the achievement of recognised revenue between £5 million and £7 million during the earn-out period (of 12 calendar months), which might become payable. If any earn-out is payable, the maximum amount that Rosslyn would have to pay is £750,000, payable in Ordinary Shares (at a price per Ordinary Share ranging from 7.9 pence to a maximum of 26 pence). Therefore, the total payable for the Proposed Acquisition could be £3.339 million.

It is anticipated that the initial £2.588 million payable for the Proposed Acquisition on completion thereof will be allocated as follows:

approximately £1.267 million to repay certain outstanding debt and loan notes of Integritie;
the assumption (by way of retention by Rosslyn) of approximately £1.266 million of loans on Integritie’s balance sheet (“Retained Integritie Debt“); and
the allotment and issue of the Consideration Shares at the Placing Price.

There may also be an adjustment to the consideration (upwards or downwards) if, and to the extent to which, the net working capital (which includes, as a current liability, a line item for deferred income equal to approximately £1.287 million) and/or the debt of Integritie is different from the agreed target figures in the Acquisition Agreement. Any potential upwards adjustment to the consideration as described above shall be capped at £1,000,000.

Approximately £628,000 of the Retained Integritie Debt shall be amended such that, to the extent it remains outstanding on the second anniversary of completion of the Proposed Acquisition, it shall, along with any interest accrued but unpaid, be capable of being converted into new Ordinary Shares in the Company on the basis of one new Ordinary Share for every 25 pence owed to a creditor.

It is expected that post completion of the Proposed Acquisition, Michael Veenswyk, the founder of Integritie, will be appointed to the board of Rosslyn as an executive director (a sales director). Mr Veenswyk will have an employment contract with Rosslyn (the “Contract“). This Contract includes a fee of £120,000 per annum and is for an initial term of 12 months. The Company is entitled to terminate the Contract on 60 days’ notice. A further announcement with regard to his appointment will be made when he is appointed to the board of Rosslyn.

2.5 Lock-Ins and Orderly Market Agreements

Electronic Archive Solutions Holdings Limited, one of the Sellers, has undertaken to the Company and Cenkos that, without the prior written consent of the Company or Cenkos and subject to certain limited exceptions:

(a) it shall not sell, transfer or otherwise dispose of, or grant any, interest in or engage in any hedging transaction with respect to its Consideration Shares (each a “Transfer” and collectively “Transfers“) at any time during the twelve (12) month period commencing on the date on which Consideration Shares are issued and allotted to it (“First Lock-up Period“);

(b) during the period commencing after the First Lock-up Period and ending on the second anniversary of the date on which Consideration Shares are issued and allotted to it (the “Second Lock-up Period“), it may Transfer up to one-third of the Consideration Shares issued and allotted to it pursuant to the Proposed Acquisition;

(c) during the period commencing after the Second Lock-up Period and ending on the third anniversary of the date on which Consideration Shares are issued and allotted to it (the “Third Lock-up Period” and together with the First Lock-up Period and the Second Lock-up Period, the “Lock-up Periods“), it may Transfer up to two-thirds of the Consideration Shares issued and allotted to it pursuant to the Proposed Acquisition; and.

(d) after the Third Lock-up Period, it may freely Transfer any Consideration Shares issued and allotted to it pursuant to the Proposed Acquisition.

CURRENT TRADING AND OUTLOOK OF THE COMPANY

On 26 January 2017 Rosslyn announced its unaudited interim results for the six months to 31 October 2016, an extraction of which is included in the table below:

	*6 months ended* *31 October* *2016* *£ millions* *(unaudited)*	*6 months ended* *31 October* *2015* *£ millions* *(unaudited)*	*Year ended 30 30 April* *2016* *£ millions* *(audited)*
Revenues	1.67	1.82	3.87
Operating Loss	1.10	1.32	2.39
Loss before tax	1.08	1.32	2.37
Net assets	1.63	3.19	2.44

On 1 March 2017 the Company announced a Pilot Project with a leading UK Financial Services Firm which marked an important milestone for the Group being RDT’s first inroad into the financial services market and, the Board believes, validates the versatility and applicability of the Rosslyn platform across different verticals outside of the spend analytics arena.

The Company’s sales pipeline remains healthy and the Directors were pleased that the Group’s US subsidiary recently won a contract from a US Global Industrials Metals Company. The contract is phased with a $100,000, three month proof of value, followed, if successful, with a further $200,000 implementation and annual subscription fee, giving a first year value of approximately $300,000.

As reported in the Company’s interim results, the Group remains in contract negotiations with a number of large enterprises. The Board continues to expect opportunities to be converted into contract wins during the current financial year and, in some cases, work has already commenced in relation to these projects. The Company takes a prudent approach and does not recognise any revenue until the contracts have been signed. Management continue to work hard to ensure that three contracts, which together are worth more than £1 million, are signed by the end of April. Should none of these contracts be signed in time to be recognised in the 2016/17 financial year, it would have a consequential effect on Group revenues for 2016/17, which would then be at or around the same level as the previous year. The Company will update Shareholders should any of the contacts be signed before the end of the financial year. The Directors remain confident in the long term growth prospects of the Company and believe that the Proposed Acquisition would provide additional and diversified routes to growth and reduce the Group’s exposure to large contract wins.

THE VCT/EIS PLACING, FIRM PLACING AND OPEN OFFER

The Board believes that raising the majority of the equity finance using the flexibility provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This combined with the Open Offer (which is on a pre-emptive basis) allows both existing Shareholders and new institutional and other investors the opportunity to participate in the equity financing. The maximum amount to be raised by the Open Offer is below the threshold which would require a prospectus, which is a costly and time consuming process.

Subject to the satisfaction of the conditions referred to below, the Company will issue and allot the VCT/EIS Placing Shares first, then the Firm Placing Shares, the Offer Shares and, finally, the Consideration Shares. The use of proceeds raised from the VCT/EIS Placing and the Firm Placing are detailed below in paragraph 4.3.

The New Ordinary Shares when issued will rank pari passu with the Existing Ordinary Shares and will rank in full for any dividends and distributions paid or made in respect of the Ordinary Shares.

4.1 Details of the VCT/EIS Placing and the Firm Placing

The Company is proposing to raise approximately £4.5 million (before fees and expenses) by way of the VCT/EIS Placing and the Firm Placing at the Placing Price. The Placing Price represents a discount of approximately 42.9 per cent. from the closing mid-market price of 7.88p on 25 April 2017, , being the latest practicable date prior to the announcement of the Transaction.

In order to broaden the Company’s institutional shareholder base and to minimise the time and transaction costs of the VCT/EIS Placing and the Firm Placing, the VCT/EIS Placing Shares and the Firm Placing Shares are only being placed by Cenkos with a limited number of existing and new institutional shareholders. The VCT/EIS Placing Shares and the Firm Placing Shares are not being made available to the public.

In accordance with the terms of the Placing Agreement, both the VCT/EIS Placing and the Firm Placing are conditional, inter alia, upon:

(a) Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the New Ordinary Shares and the Warrants and the power to disapply pre‑emption rights in respect of such securities;

(b) the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and

(c) Admission becoming effective by no later than 8.00 a.m. on 15 May 2017, or such later time and/or date (being no later than 8.00 a.m. on 23 May 2017) as Cenkos and the Company may agree;

The VCT/EIS Placing Shares and the Firm Placing Shares will be issued credited as fully paid and will be identical to and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares following the date of Admission.

Application will be made to the London Stock Exchange for the VCT/EIS Placing Shares, the Firm Placing Shares, the Offer Shares, and the Consideration Shares to be admitted to trading on AIM. Subject, inter alia, to the passing of the Resolutions at the General Meeting, it is expected that admission to AIM will become effective in respect of, and that dealings on AIM will commence in, the VCT/EIS Placing Shares and the Firm Placing Shares, on or around 15 May 2017, or such later time and/or date (being no later than 8.00 a.m. on 23 May 2017) as Cenkos Securities and the Company may agree.

It is expected that CREST accounts of the investors in the VCT/EIS Placing Shares and the Firm Placing Shares who hold their Ordinary Shares in CREST will be credited with their VCT/EIS Placing Shares and their Firm Placing Shares on 15 May 2017. In the case of investors in the VCT/EIS Placing Shares and Firm Placing Shares holding their Ordinary Shares in certificated form, it is expected that, where applicable, certificates will be dispatched within 10 business days of Admission. Pending dispatch of the share certificates or the crediting of CREST accounts, the Registrar will certify any instruments of transfer against the register.

4.2 Details of the Open Offer

The Company is proposing to raise up to approximately £0.5 million before expenses under the Open Offer. A total of 11,142,031 new Ordinary Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Placing Price, payable in full on acceptance. Any Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

Qualifying Shareholders may apply for Offer Shares under the Open Offer at the Placing Price on the following basis:

5 Offer Shares for every 34 Existing Ordinary Shares

and so in proportion for any number of Existing Ordinary Shares held on the Record Date.

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be aggregated and made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 27 April 2017. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 11 May 2017. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 11 May 2017.

The Open Offer is conditional on the VCT/EIS Placing and the Firm Placing becoming or being declared unconditional in all respects and not being terminated before Admission (as the case may be).

Accordingly, if the conditions of the Placing Agreement are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Offer Shares will not be issued and all monies received by Capita will be returned to the applicants (at the applicants’ risk and without interest) as soon as possible, but within 14 days thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

Application will be made for the Offer Shares to be admitted to trading on AIM. It is expected that dealings in the Offer Shares will commence on AIM on 15 May 2017.

Part 3 and Part 4 of the Circular contain further necessary information on the Open Offer.

4.3 Use of net proceeds

The net proceeds from the VCT/EIS Placing will be used to further develop the Company’s platform and to grow the Company’s sales and marketing capabilities both in the UK and USA.

The net proceeds of the Firm Placing and the Open Offer are expected to be approximately £4.47 million and it is proposed that such proceeds shall be used as follows:

(a) £1.767 million partially to fund the Proposed Acquisition, of which £1.267 million is for the repayment of loans and £0.5 million is for immediate working capital requirements; and

(b) £2.703 million for working capital and ongoing development of the Company’s existing product set.

4.4 Placing Agreement and the Warrants

In connection with the VCT/EIS Placing and the Firm Placing, the Company has entered into the Placing Agreement pursuant to which Cenkos has conditionally agreed to act as placing agent to the Company and to use reasonable endeavours to procure placees to acquire the VCT/EIS Placing Shares and the Firm Placing Shares at the Placing Price. The VCT/EIS Placing and the Firm Placing have not been underwritten.

The Placing Agreement contains certain warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information contained in this document and certain other matters relating to the Group and its business. In addition, the Company has given certain undertakings to Cenkos and has agreed to indemnify Cenkos in relation to certain liabilities they may incur in respect of the VCT/EIS Placing and the Firm Placing.

Cenkos has the right to terminate the Placing Agreement prior to Admission, in certain circumstances including, inter alia: (i) for certain force majeure events or other events involving certain material adverse changes or prospective material adverse changes relating to the Group; or (ii) in the event of a breach of the warranties or other obligations of the Company set out in the Placing Agreement.

The Warrants are exercisable at any time from the first anniversary of Admission up to the fifth anniversary of Admission, provided that the closing mid-market price for the Company’s Ordinary Shares shall be at least 8 pence per Ordinary Share.

The terms of the Warrants are subject to adjustment in certain circumstances including a share capital reorganisation of the Company.

4.5 Directors’ dealings

Certain of the Directors have indicated that they intend to subscribe for, in aggregate, up to 5,111,110 new Ordinary Shares under the Open Offer, if such amount is available. A further announcement with regard to their participation in the Open Offer will be made in due course.

GENERAL MEETING

A notice convening the General Meeting is set out at the end of the Circular. A summary and explanation of the Resolutions to be proposed at the General Meeting is set out below. Please note that the summary and explanation is not the full text of the Resolutions and Shareholders should review the full text of the Resolutions before deciding whether or not to approve them.

The first and second Resolutions propose to grant to the Directors a general authority pursuant to section 551 of the Act to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company.

The third Resolution proposes to confer upon the Directors a general power under section 570 of the Act to allot equity securities on a non pre-emptive basis pursuant to the authority granted to the Directors by the first and second Resolutions. The third Resolution is a special resolution. Accordingly, for the third Resolution to be passed, not less than 75 per cent. of votes cast must be in favour.

If passed, the Resolutions will confer upon the Directors the authority to issue the New Ordinary Shares and the Warrants as well as certain additional shares as described therein. The Transaction is conditional upon the passing of the Resolutions and, accordingly, if the Resolutions are not passed, the Transaction will not complete. If the Resolutions are passed, the authority and power conferred will, to the extent not used, expire at the end of the next annual general meeting of the Company to be held in 2017.

The Directors do not, at present, intend to issue any share capital other than in connection with the Transaction and the Warrants.

RECOMMENDATION AND IRREVOCABLE UNDERTAKINGS

The Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings amounting collectively to approximately 33,454,729 Ordinary Shares representing approximately 44 per cent. of the existing issued ordinary share capital of the Company.

Expected timetable of key events

Record Date for the Open Offer	close of business on 24 April 2017
Announcement of the Transaction, posting of the Circular, the Application form and Form of Proxy	26 April 2017
Ex-entitlement Date	26 April 2017
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders	27 April 2017
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 8 May 2017
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST	3.00 p.m. on 9 May 2017
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 10 May 2017
Latest time and date for receipt of completed Forms of Proxy to be valid at the General Meeting	10:30 a.m. on 10 May 2017
Latest time and date for acceptance of the Open Offer and receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (if appropriate)	11.00 a.m. on 11 May 2017
General Meeting	10.30 a.m. on 12 May 2017
Announcement of result of General Meeting and Open Offer	12 May 2017
Admission and commencement of dealings in the VCT/EIS Placing Shares, Firm Placing Shares, Offer Shares and Consideration Shares on AIM	8.00 a.m. on 15 May 2017
VCT/EIS Placing Shares, Firm Placing Shares and Offer Shares credited to CREST members’ accounts	15 May 2017
Despatch of definitive share certificates for Offer Shares in certificated form	Within 10 business days of Admission

DEFINITIONS

The following definitions apply throughout this announcement, unless the context otherwise requires:

“Acquisition Agreement”	the acquisition agreement entered into on 26 April 2017 between Rosslyn (as buyer) and the Sellers for the acquisition of the entire issued share capital of Integritie;
“Act”	the Companies Act 2006;
“Admission”	admission of the VCT/EIS Placing Shares, Firm Placing Shares, Offer Shares and Consideration Shares to trading on AIM becoming effective in accordance with rule 6 of the AIM Rules;
“AIM”	the market of that name operated by London Stock Exchange;
“AIM Rules”	the rules published by London Stock Exchange entitled “AIM Rules for Companies”;
“Application Form”	the application form which accompanies the Circular for Qualifying Non-CREST Shareholders for use in connection with the Open Offer;
“Board” or “Directors”	the directors of the Company;
“Capita Asset Services”	a trading name of Capita Registrars Limited;
“Cenkos” or “Cenkos Securities”	Cenkos Securities plc;
“Company”, “RDT” or “Rosslyn”	Rosslyn Data Technologies plc;
“Consideration Shares”	means 1,222,222 new Ordinary Shares to be issued to the shareholders of Integritie as part of the Proposed Acquisition;
“CREST”	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);
“CREST member”	a person who has been admitted by Euroclear UK & Ireland as a system-member (as defined in the CREST Regulations);
“CREST participant”	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations);
“CREST payment”	shall have the meaning given in the CREST Manual issued by Euroclear UK & Ireland;
“CREST Regulations”	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended, and any applicable rules made under those regulations;
“CREST sponsor”	a CREST participant admitted to CREST as a CREST sponsor;
“CREST sponsored member”	a CREST member admitted to CREST as a sponsored member (which includes all CREST Personal Members);
“EBITDA”	earnings before interest, tax, depreciation and amortization;
“EIS”	the Enterprise Incentive Scheme under Part 5 of the Income Tax Act 2007;
“enabled for settlement”	in relation to Open Offer Entitlements or entitlements to Excess Shares, enabled for the limited purpose of settlement of claim transactions and unmatched stock event transactions (each as described in the CREST Manual issued by Euroclear UK & Ireland);
“Enlarged Share Capital”	the entire issued share capital of the Company following completion of the VCT/EIS Placing, Firm Placing, Open Offer and Admission, assuming the Open Offer is fully subscribed;
“Euroclear UK & Ireland” or “Euroclear”	Euroclear UK & Ireland Limited, the operator of CREST;
“Excess Application Facility”	the arrangement pursuant to which Qualifying Shareholders may apply for Offer Shares in excess of their Open Offer Entitlements;
“Excess CREST Open Offer Entitlement”	in respect of each Qualifying CREST Shareholder, the entitlement to apply for Offer Shares in addition to his Open Offer Entitlement credited to that Shareholder’s stock account in CREST, pursuant to the Excess Application Facility, which is conditional on the Shareholder taking up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular;
“Excess Open Offer Entitlement”	an entitlement for each Qualifying Shareholder to apply to subscribe for Offer Shares in addition to his Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on him taking up his Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular;
“Excess Shares”	Offer Shares in addition to the Open Offer Entitlement for which Qualifying Shareholders may apply under the Excess Application Facility;
“Ex-entitlement Date”	the date on which the Existing Ordinary Shares are marked “ex” for entitlement under the Open Offer, being 26 April 2017;
“Existing Ordinary Shares”	all issued Ordinary Shares as at the date of the Circular;
“FCA”	the UK Financial Conduct Authority;
“Firm Placing”	the placing by Cenkos, as agent for the Company, of the Firm Placing Shares at the Placing Price with certain institutional and other investors on the terms and subject to the conditions set out in the Placing Agreement;
“Firm Placing Shares”	50,955,000 new Ordinary Shares to be issued pursuant to the Firm Placing;
“FSMA”	the Financial Services and Markets Act 2000 (as amended);
“General Meeting”	the general meeting of the Company convened for 10.30 a.m. on 12 May 2017 to approve the Resolutions (or any adjournment thereof), notice of which is set out at the end of the Circular;
“Form of Proxy”	the form of proxy for use in connection with the General Meeting accompanying the Circular;
“Group”	the Company and its subsidiaries and subsidiary undertakings as defined in the Act;
“Integritie”	Integritie (UK) Limited;
“ISIN”	International Securities Identification Number;
“London Stock Exchange”	London Stock Exchange plc;
“Money Laundering Regulations”	the Money Laundering Regulations 2007 (as amended);
“New Ordinary Shares”	the VCT/EIS Placing Shares, the Firm Placing Shares, the Offer Shares and the Consideration Shares;
“Open Offer”	the conditional invitation made by the Company to Qualifying Shareholders to apply to subscribe for the Offer Shares at the Placing Price on the terms and subject to the conditions set out in Part 3 of the Circular and, where relevant, in the Application Form;
“Open Offer Entitlement”	the individual entitlements of Qualifying Shareholders to apply to subscribe for Offer Shares allocated to Qualifying Shareholders pursuant to the Open Offer;
“Offer Shares”	up to 11,142,031 new Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer;
“Ordinary Shares”	ordinary shares of £0.005 each in the capital of the Company;
“Overseas Shareholders”	Shareholders who are resident in, or who are citizens of, or who have registered addresses in, territories other than the United Kingdom;
“participant ID”	the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant;
“Placees”	subscribers for new Ordinary Shares pursuant to the VCT/EIS Placing or Firm Placing as the case may be;
“Placing Agreement”	the placing agreement dated on or around the date of the Circular between the Company and Cenkos in connection with the VCT/EIS Placing and the Firm Placing;
“Placing Price”	4.5 pence per New Ordinary Share;
“Prospectus Rules”	the prospectus rules made by the FCA pursuant to section 73A of FSMA;
“Proposed Acquisition”	the proposed acquisition by the Company pursuant to the Acquisition Agreement;
“Qualifying CREST Shareholders”	Qualifying Shareholders holding Existing Ordinary Shares in a CREST account;
“Qualifying Non-CREST Shareholders”	Qualifying Shareholders holding Existing Ordinary Shares in certificated form;
“Qualifying Shareholders”	holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding, subject to certain exceptions, any Overseas Shareholder who is located or resident or who has a registered address in, or who is a citizen of, the United States of America or any other Restricted Jurisdiction);
“Receiving Agent”	Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU;
“Record Date”	5.00 p.m. on 24 April 2017 in respect of the entitlements of Qualifying Shareholders under the Open Offer;
“Registrars”	Capita Asset Services, the Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU;
“Regulatory Information Service”	has the meaning given in the AIM Rules;
“Resolutions”	the resolutions to be proposed at the General Meeting;
“Restricted Jurisdiction”	the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan or the Republic of Ireland, and any of their territories or possessions;
“Securities Act”	the United States Securities Act of 1933, as amended;
“Sellers”	means Electronic Archive Solutions Holdings Limited, a company incorporated in the British Virgin Islands (with registered number 403543), Peter James Lewis, a non-executive director of Integritie, and Bernard Paul Quinn, the chairman of Integritie;
“Shareholder”	a holder of Ordinary Shares;
“Transaction”	the VCT/EIS Placing, Firm Placing, Open Offer, and the Proposed Acquisition;
“United Kingdom” or “UK”	the United Kingdom of Great Britain and Northern Ireland;
“United States” or “US”	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
“VCT”	a Venture Capital Trust under Part 6 of the Income Tax Act 2007;
“VCT/EIS Placing”	the placing by Cenkos, as agent for the Company, of the VCT/EIS Placing Shares at the Placing Price with certain institutional and other investors on the terms and subject to the conditions set out in the Placing Agreement;
“VCT/EIS Placing Shares”	up to 49,045,000 new Ordinary Shares to be issued pursuant to the VCT/EIS Placing;
“Warrants”	the warrants to be issued by the Company to Cenkos to subscribe for up to such number of Ordinary Shares as amounts to 6 per cent of the aggregate nominal value of the ordinary share capital of the Company in issue on Admission at the Placing Price and exercisable at any time from the first anniversary of Admission up to the fifth anniversary of Admission provided that the closing mid market price for the Company’s Ordinary Shares shall be at least 8 pence per Ordinary Share;
“£”, “pence”, “p” or “sterling”	the lawful currency of the United Kingdom; and
“$”, “US$” or “dollar”	the lawful currency of the United States.

This information is provided by RNS

The company news service from the London Stock Exchange

Horizonte Minerals – Awarded New Concession Areas Adjacent to Araguaia Nickel Project

Posted on 25th April 2017 by shardadmin

HORIZONTE AWARDED NEW CONCESSION AREAS ADJACENT TO ARAGUAIA NICKEL PROJECT

_____________________________________________________________________

25 April 2017 – Horizonte Minerals Plc, (AIM: HZM, TSX: HZM) (‘Horizonte’ or ‘the Company’) the nickel development company focused in Brazil, is pleased to announce the award of three new mineral exploration concession areas adjacent to the Araguaia North deposits forming part of Horizonte’s 100% owned Araguaia nickel project (‘Araguaia’) which is being developed as the next major nickel project in Brazil.

Highlights

Three new concessions awarded, totalling 1,748 ha, are located in prospective locations containingultramafic intrusion of a similar type to those hosting the high-grade nickel resource at Araguaia’s Vale dos Sonhos deposit
Further applications totaling an area of 6,186 hectares have also been filed with the Mines Department for two additional concessions also adjacent to the Araguaia North deposits
Reconnaissance exploration programme will ascertain new drill targets that demonstrate potential for additional zones of new nickel mineralisation
Feasibility Study is progressing on schedule and on budget for delivery by the end of 2017

Horizonte CEO Jeremy Martin said, “Whilst the Feasibility Study is underway at Araguaia we have also been busy adding to our land position. This forms part of our continuing strategy to consolidate the Araguaia nickel belt and provides future value uplift potential to increase our project nickel resources. The new concession areas lie adjacent to our high-grade Vale do Sonhos deposit and therefore they represent attractive exploration targets. As we advance Araguaia through the Feasibility Study and with drilling underway on site at the trial excavation area, we look forward to keeping the market updated with progress at this exciting time for Horizonte.”

Further Details

Two of the three new northern concessions are located adjacent to the Vale dos Sonhos nickel deposit. The geology of the new areas is characterised by the extensions of the mafic-ultramafic igneous rocks that host the nickel mineralisation underlying the deposit.

The geology of the third area is characterised by the southern extensions of the mafic-ultramafic igneous rocks that host nickel mineralisation to the north of the new licence area. A reconnaissance exploration programme will be undertaken across these new areas with the objective of developing new drill targets that demonstrate potential for additional zones of new nickel mineralisation.

With the award of these three new concession areas Horizonte now has a total of 26 active concessions, totalling 123,212 hectares in the Araguaia Nickel Belt. These comprise eleven concessions in Araguaia South and fifteen in Araguaia North.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

* * ENDS * *

For further information visit www.horizonteminerals.com or contact:

Jeremy Martin	Horizonte Minerals plc	Tel: +44 (0) 20 7763 7157
David Hall	Horizonte Minerals plc	Tel: +44 (0) 20 7763 7157
Emily Morris Christopher Raggett James Thompson	finnCap Ltd (Corporate Broking) finnCap Ltd (Corporate Finance) finnCap Ltd (Corporate Finance)	Tel: +44 (0) 20 7220 0500 Tel: +44 (0) 20 7220 0500 Tel: +44 (0) 20 7220 0500
Damon Heath	Shard Capital (Joint Broker)	Tel: +44 (0) 20 7186 9952
Erik Woolgar	Shard Capital (Joint Broker)	Tel: +44 (0) 20 7186 9952
Lottie Brocklehurst Elisabeth Cowell	St Brides Partners Ltd (PR) St Brides Partners Ltd (PR)	Tel: +44 (0) 20 7236 1177 Tel: +44 (0) 20 7236 1177

About Horizonte Minerals:

Horizonte Minerals plc is an AIM and TSX-listed nickel development company focused in Brazil, which wholly owns the advanced Araguaia nickel laterite project located to the south of the Carajas mineral district of northern Brazil. The Company is developing Araguaia as the next major nickel mine in Brazil, with targeted production by 2019.

The Project has good infrastructure in place including rail, road, water and power

Horizonte has a strong shareholder structure including Teck Resources Limited 17.9%, Lombard Odier Asset Management (Europe) Limited 14.11%, Richard Griffiths 13.8%, JP Morgan 8.98%, Hargreave Hale 6.84% and Glencore 6.4%%.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

Except for statements of historical fact relating to the Company, certain information contained in this press release constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the potential of the Company’s current or future property mineral projects; the success of exploration and mining activities; cost and timing of future exploration, production and development; the estimation of mineral resources and reserves and the ability of the Company to achieve its goals in respect of growing its mineral resources; and the realization of mineral resource and reserve estimates. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to risks related to: exploration and mining risks, competition from competitors with greater capital; the Company’s lack of experience with respect to development-stage mining operations; fluctuations in metal prices; uninsured risks; environmental and other regulatory requirements; exploration, mining and other licences; the Company’s future payment obligations; potential disputes with respect to the Company’s title to, and the area of, its mining concessions; the Company’s dependence on its ability to obtain sufficient financing in the future; the Company’s dependence on its relationships with third parties; the Company’s joint ventures; the potential of currency fluctuations and political or economic instability in countries in which the Company operates; currency exchange fluctuations; the Company’s ability to manage its growth effectively; the trading market for the ordinary shares of the Company; uncertainty with respect to the Company’s plans to continue to develop its operations and new projects; the Company’s dependence on key personnel; possible conflicts of interest of directors and officers of the Company, and various risks associated with the legal and regulatory framework within which the Company operates.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

This information is provided by RNS

The company news service from the London Stock Exchange

Keras Resources – Placing Raises £530,000. SVS & Shard Appointed as Joint Brokers

Posted on 24th April 2017 by shardadmin

Keras Resources plc

Placing Raises £530,000 and SVS and Shard appointed as Joint Brokers

Keras Resources plc is pleased to announce that it has raised £530,000 (before expenses) from new and existing shareholders through the placing of 151,428,560 ordinary shares of 0.1p each (‘Ordinary Shares’) at a placing price of 0.35p per Ordinary Share (the ‘Placing Shares’) and the grant of 75,714,280 warrants to subscribe for new Ordinary Shares (the ‘Placing Warrants’) (together the ‘Placing’). The Placing Warrants are exercisable at price of 0.5p per warrant, within a 2-year exercise period and the Placing Warrants are conditional on passing of the shareholder resolutions at a forthcoming General Meeting.

The net proceeds of the Placing will support the planned listing of Keras’ Australian gold assets on the Australian Securities Exchange (‘ASX’), as previously announced on 21 March 2017, commence cobalt exploration in West Africa upon the award of the licence, initiate a review of the feasibility study for the Company’s Nayega manganese project in Togo and provide ongoing working capital for the Company. Further details regarding the proposed listing of the Company’s gold assets on the ASX, along with the Notice of the forthcoming General Meeting, will be announced in due course.

As previously announced, the Company plans to settle additional outstanding liabilities to certain Directors and members of the management team via the issue of additional Ordinary Shares following the forthcoming General Meeting, assuming the passage of Resolutions to increase the Company’s share authorities. The proposed conversion of the Directors liabilities into Ordinary Shares reconfirms the Board’s support for the Company’s growth strategy as Keras embarks on a transitional period with the listing of the Company’s gold assets on the ASX. Further announcements will be made as appropriate.

In addition, a total of £15,000 owed to professional advisers is being settled via the issue of 4,285,714 Ordinary Shares in the Company (the ‘New Ordinary Shares’) at a price of 0.35p per New Ordinary Share.

Keras Managing Director Dave Reeves said, “Following the positive reaction received in Australia towards the proposed listing of our Australian gold assets on the ASX, as highlighted through Pharmanet Group Limited raising an initial A$620,000 through an oversubscribed placing, we are pleased to have received similar support from investors in the UK. This £530,000 Placing will support the continued progression of the ASX listing, which we believe offers a significant and highly strategic opportunity through which we can better realise the potential value of our Australian gold assets.”

Details of the Placing

Application has been made for admission of the 151,428,560 Placing Shares and the 4,285,714 New Ordinary Shares to trading on the AIM Market of the London Stock Exchange (‘Admission’). It is anticipated that Admission will take place on 2 May 2017. The Placing Shares will rank pari passu with the existing Ordinary Shares, which are currently traded on AIM.

Following Admission, there will be 1,874,923,295 Ordinary Shares in issue with each share carrying the right to one vote. There are no shares currently held in treasury. The total number of voting rights in the Company will therefore be 1,874,923,295 and this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Rules and Transparency Rules.

Appointment of Brokers

The Company has agreed to appoint SVS Securities Plc and Shard Capital Partners LLP as the Company’s Joint Brokers. These appointments will become effective on completion of the three month notice period which has been served to the Company’s current Broker.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

**ENDS**

For further information please visit www.kerasplc.com, follow us on Twitter @kerasplc or contact the following:

Dave Reeves	Keras Resources plc	dave@kerasplc.com
Nominated Adviser
Gerry Beaney/David Hignell	Northland Capital Partners Limited	+44 (0) 20 3861 6625
Brokers
Elliot Hance/Jon Belliss	Beaufort Securities Limited	+44 (0) 20 7382 8415
Damon Heath/Erik Woolgar	Shard Capital Partners LLP	+44 (0) 20 7186 9952
Tom Curran/Ben Tadd	SVS Securities Plc	+44 (0) 203 700 0093
Financial PR
Susie Geliher/Charlotte Page	St Brides Partners Limited	+44 (0) 20 7236 1177

This information is provided by RNS

The company news service from the London Stock Exchange

Georgian Mining Corporation – Significant resource upgrade for Kvemo Bolnisi East

Posted on 24th April 2017 by shardadmin

Georgian Mining Corporation

Significant resource upgrade for Kvemo Bolnisi East

Georgian Mining Corporation (‘GEO’ or the ‘Company’) is pleased to announce that an upgraded Mineral Resource Estimate for the Kvemo Bolnisi East (“KB”) Copper Zone (‘Copper Zone 1’) has increased the total tonnage of in-situ copper metal by 92% in comparison to the initial estimate announced on 30 January 2017. To view the press release with the illustrative diagrams please use the following link:

http://www.rns-pdf.londonstockexchange.com/rns/0559D_-2017-4-23.pdf

Highlights

JORC optimised in-pit 1.2 million tonnes @ 1.03% Cu at a 0.4% Cu cut off triggers the commencement of detailed discussions with the Company’s JV partner regarding the delivery of an initial 1Mt @ 1% Cu for toll treatment
Total JORC Mineral Resource estimate of 2.22 million tonnes @ 0.8% Cu and 0.1 g/t Au at a 0.3% Cu cut-off
GEO is also developing an adjacent mineable gold oxide resource (‘Gold Zone 2’) with the drilling progressing well
New epithermal ore geology model provides exceptional exploration opportunities that previous explorers had not considered -has the potential to deliver both bulk tonnage and high grade zones
Future resource expansion programme aims to develop a 50 million tonne resource – further drilling is being planned and target development work is underway on a further 14 advanced brownfield exploration sites within the tenure

GEO Managing Director Greg Kuenzel said, “We are extremely pleased to have met the requirements of our JV partner to achieve early production. Resource drilling to date validates the Board’s confidence in its exploration programme and confirms that copper-gold sulphide and gold oxide mineralisation extends well beyond the limits of the original discovery programme. The recent identification of KB’s low sulphidation epithermal setting significantly expands our opportunity to explore both bulk tonnage and also high grade gold and copper-gold targets. We have retained Greg Corbett, an internationally renowned specialist on epithermal mineral occurrences, to advise on how best to exploit the significant new opportunities now presented. We are also in the process of establishing an initial gold resource and hope to be in a position to announce this shortly. We believe that this will present us with a similar opportunity to the copper resource for delivering near term, proof of concept production.”

Further Information

In terms of the project’s development, the Company benefits from its access to processing plants with excess capacity at nearby mines owned by its JV Partner. This offers a short lead time to low opex production which can be achieved with modest capital expenditure. This will benefit the Company by providing the cash flow to help fund future exploration and, most importantly, a proof of concept operation.

GEO is undertaking both copper-gold sulphide and gold oxide mineralisation drill programmes within the KB project area with extraction expected to be from the same open pit or series of satellite pits sharing a common infrastructure. The updated JORC compliant Mineral Resource Estimate for the KB East Copper Zone represents only a small part of a potentially much larger deposit. Recent exploration suggests that the region is similar in terms of geology and probable ore genesis to the large copper-gold breccia pipe or pipes at the nearby Madneuli mine where in excess of 50Mt has been mined to date.

The Company is undertaking a phased approach towards achieving this target:

Phase 1: H1 2017 target to delineate a minimum of 1-2 Mt to support initial spare capacity (now achieved and exceeded)
Phase 2: 2017 target to delineate a 3-5 Mt resourceof combined copper-gold sulphide and gold oxide mineralisation (on target)
Phase 3: Long term target – to delineate a resource of 50Mt+

In addition to Copper Zone 1, two gold oxide zones are currently being progressed to provide an initial gold oxide resource for near term production and delivery to the JV partner’s neighbouring gold oxide leach plants. This gold oxide resource will be issued on completion of the current drill programme. Notably the gold oxides are located above the level of copper-gold sulphides and can be exploited as part of the necessary stripping to mine the copper-gold sulphides.

Now that the Phase 1 target to develop a 1Mt copper sulphide Resource grading 1% Cu has been achieved and exceeded, the Company will progress its Phase 2 objective of growing the initial Resource to 3 – 5Mt of combined copper-gold sulphide and gold oxide mineralisation as further potential feedstock to its JV partner’s operations through a toll treatment arrangement.

Once Phase 2 is complete, and mining of this ore has commenced, the Company will continue exploration to achieve Phase 3 by fully developing the KB breccia pipe with a Madneuli-size target resource. In tandem the Company will ramp up exploration on other priority targets already defined within the JV Licence.

This longer term vision is supported by the fact that recent drilling has established that the Bolnisi district is a classic low sulphidation epithermal gold camp, dispelling the previous understanding that the area is a VMS ( volcanogenic massive sulphide) camp comparable to the Eastern Pontide Belt of neighbouring Turkey. This fits well with the plethora of epithermal Cu-Au deposits found within the highly productive Tethyan Cu-Au Belt which extends into the southern half of Georgia. This offers scope for the occurrence of several styles of mineralisation across a greater vertical extent of volcanic stratigraphy. These range from bulk tonnage copper-gold breccias, where one large or multiple breccia pipes exist in close proximity (this appears to be the case at Madneuli and KB East), to high-grade “bonanza type” epithermal quartz-gold vein mineralisation. Our new epithermal ore geology model provides exceptional exploration opportunities not considered by previous explorers. GEO has now engaged renowned geological consultant Greg Corbett to confirm GEO’s new epithermal ore geology model. Mr Corbett made a recent site visit to the Bolnisi JV Project and the Madneuli mine and will provide future guidance to fully exploit this new model through more effective exploration targeting.

Mineral Resource Estimate & Exploration Upside

Mineral Resource

Recent diamond drilling has delineated a JORC Mineral Resource estimate of 2.22 million tonnes @ 0.80% Cu and 0.10g/t Au at a 0.30% Cu cut-off in line with the Company’s strategy to achieve Phase 1. GEO will now expand the programme beyond the initial target tonnage to demonstrate that scope exists for a much larger bulk tonnage resource.

Table 1: Kvemo Bolnisi Copper Zone Mineral Resource Update as of end March 2017

Notes: Historic Reverse Circulation data excluded from grade estimation; Maximum distance of extrapolation = 80m; All resources categorised as Inferred resources; Grade estimation using inverse-distance weighting; Updated wireframes for Polymict Breccia, base-of-oxides and topography. Unconstrained tonnage estimate.

Notable new drill intersections from KB copper zone drill holes include:-

KED 001 – 60.25m @ 1.48% Cu and 0.12g/t Au from 89.75m
KED 006 – 18.8m @ 1.5% Cu and 0.1g/t Au from 47.0m
KED 008 – 28.6m @ 1.6% Cu and 0.8g/t Au from 47.4m
KED 011 – 46.4m @ 2.88% Cu and 0.1g/t Au from 19.6m

Exploration Upside

Resource drilling to date validates the Board’s confidence in its exploration programme and confirms that copper-gold sulphide and gold oxide mineralisation extends well beyond the limits of the original discovery programme. The current surface area of the target defined by a combination of gold and copper-in-soil geochemistry, channel sampling, excavation, geological mapping, ground geophysics, and drilling now extends to an approximate 1km by 1km area, equivalent in size to the current rim of the nearby Madneuli open pit. The extent of copper and gold mineralisation throughout the KB area is indicative of a large well-mineralised system where the Company has to date only tested a small area.

Image 1: Kvemo Bolnisi East Project (see PDF)

Table 2 – Notable Drilling Intersections from Kvemo Bolnisi Copper Zone Drill Programme

Technical Glossary

**ENDS**

For further information please visit www.georgianmining.com or contact:

Greg Kuenzel	Georgian Mining Corporation	Company	Tel: 020 7907 9327
Ewan Leggat	S. P. Angel Corporate Finance LLP	Nomad & Broker	Tel: 020 3470 0470
Damon Heath	Shard Capital Partners LLP	Joint Broker	Tel: 0207 186 9950
Elisabeth Cowell	St Brides Partners Ltd	PR	Tel: 020 7236 1177

Competent Person Statement

The information in this announcement that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Adam Wheeler, who is a fellow (FIMMM) of the Institute of Materials, Minerals and Mining and a registered Chartered Engineer (C. Eng and Eur. Ing) with the Engineering Council (UK) and reviewed by Mark Owen, BSc, MSc, MCSM, Chartered Geologist, a member of the European Federation of Geologists and a Fellow of the Geological Society.

Both Mr Wheeler and Mr Owen have sufficient experience, relevant to the style of mineralisation and type of deposit under consideration and to the activity which they are undertaking, to qualify as Competent Persons as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mark Owen and Adam Wheeler have reviewed this announcement and consent to the inclusion in the announcement of the matters based on their information in the form and context in which it appears.

About Georgian Mining Corporation

Georgian Mining Corporation has 50% ownership and operational control of the Bolnisi Copper and Gold Project in Georgia, situated on the prolific Tethyan Belt, a well-known geological region and host to many high grade copper-gold deposits and producing mines. The Bolnisi licence covers an area of over 860 sq km and has a 30 year mining licence with two advanced exploration projects; Kvemo Bolnisi and Tsitsel Sopeli. These projects are proximal to existing mining operations which are owned by the Company’s supportive joint venture partner. Georgia has an established mining code and is a jurisdiction open to direct foreign investment.

Quality Assurance and Quality Control

Drill hole sampling consists of half core ranging from 0.5m to 1.5m in length that are prepared at an onsite preparation lab operated by the company’s partner. Samples were analysed at ALS Global laboratory in Loughrea, Ireland. Gold concentrations determined by 50gm Fire assay (Au-AA26) and multi-element data by 4 acid digest ICP (ME-MS61) Over grade samples are analysed using ICP AES (OG-62). Field duplicates are collected and blanks and CRMs are routinely inserted to all batches at a suitable frequency.

This information is provided by RNS

The company news service from the London Stock Exchange