Risk warning: The value of investments and derived income can fall. Investors may get back less than they invested.

European Metals Holding – Funding Arrangement and Potential Strategic Partnership

European Metals Holdings Limited (“European Metals” or “the Company“) is pleased to announce that CEZ Group (“CEZ”), one of Central and Eastern Europe’s largest power utilities, has today conditionally agreed to provide a EUR 2 million finance facility by way of a convertible loan. CEZ is currently conducting due diligence on the Company and Project. The successful outcome of the due diligence process could see CEZ become European Metals’ largest shareholder and co-development partner for the Cinovec Lithium/Tin Project through conversion of the convertible note and subsequent additional investment.

Headquartered in the Czech Republic, CEZ is an established, integrated energy group with operations in a number of Central and Southeastern European countries and Turkey. CEZ’s core business is the generation, distribution, trade in, and sales of electricity and heat, trade in and sales of natural gas, and coal extraction. CEZ Group has 31,400 employees and annual revenue of approximately AUD 12 billion.

The largest shareholder of its parent company, CEZ a. s., is the Ministry of Finance of the Czech Republic with a stake of approximately 70%. The shares of CEZ a.s. are traded on the Prague and Warsaw stock exchanges and included in the PX and WIG-CEE exchange indices.

As one of the leading Central European power companies, CEZ intends to develop energy storage projects in the Czech Republic and in Central Europe which include energy storage and charging infrastructure and electricity supply, for users of electric vehicles.

European Metals Managing Director Keith Coughlan said, “We are delighted to be in advanced discussions with CEZ regarding the future development of the Cinovec Project. CEZ is the largest company in the Czech Republic and one of the leading companies in Central and Eastern Europe, having a strong vision with regards to renewable energy and power storage. Potentially partnering with CEZ further demonstrates EMH’s commitment to develop fully the Cinovec Project in conjunction with Czech industry, for the benefit of the country’s involvement in the battery and EV industries. With their blend of technical foresight and historic mining experience, CEZ is the ideal partner for the Company.”

Funding Facility

The funding facility takes the form of a convertible loan (“Loan”). The key terms of the Loan are as follows:

·      Principal amount: EUR 2 million.

·      Maturity date: 31 December 2019.

·    Interest rate: 7.5% per annum compounded annually.

·    Conditions to Loan: The drawdown of the principal amount is subject to certain conditions, including entry into a pledge agreement (see below), and execution of a letter of intent pursuant to which the Company will, subject to applicable regulatory restrictions or the rules of any relevant stock exchange, grant exclusivity to CEZ until 31 December 2019 to carry out due diligence on the Company in respect of a potential acquisition of an interest in the Cinovec Project (“Project”) and/or Geomet.

·    Use of funds: The Company shall use the Loan for the purposes of development of the Project.

·    Conversion terms:

o  CEZ may elect to convert the principal amount to shares in the Company at any time up to and including the maturity date or in the case of an event of default by the Company or if there is a further financing of the Company.

o  Any conversion shares will be issued at the lower of EUR 0.24305337 (the volume weighted average price on AIM for the month of May 2019 converted to euros) and the actual share price at the time of conversion.

o  The number of conversion shares will be limited such that, inter alia, CEZ will not as a  result hold a stake in the Company that would require CEZ to make a mandatory offer for the entire issued share capital of the Company or otherwise require the Company to seek shareholder approval for the purposes of the Australian Securities Exchange Listing Rule 7.1.

·    Security: As a condition precedent to the provision of the Loan, the parties intend to enter into a pledge agreement in order to secure the obligations of the Company under the Loan agreement, subject to applicable regulatory restrictions or the rules of any relevant stock exchange. Such obligations will be secured for the benefit of CEZ up to EUR 3,000,000 by a pledge over the 76% ownership interest of European Metals (UK) Limited (“EMH UK“) in GEOMET s.r.o. (“Geomet“), including a related negative pledge and prohibition of transferring and/or encumbering any of the 76% ownership interest of EMH UK in Geomet as well as the 24% ownership interest of EMH UK in Geomet.

·      Further financing: During the term of the Loan agreement, CEZ has the opportunity to participate in any further new equity and / or debt financing of the Company, subject to certain restrictions.

·      Representations, warranties and covenants: The Company has given CEZ certain customary representations and warranties with respect to the Company and its subsidiaries. The Company also covenants, subject to certain exceptions, not to allow a change of control of EMH, EMH UK or Geomet, not to pay or declare any dividends, not to grant security over the group and not to merge, liquidate or cease operations of EMH, EMH UK or Geomet.

·      The Loan agreement is legally binding on the parties and is subject to English law.

BACKGROUND INFORMATION ON CINOVEC

PROJECT OVERVIEW

Cinovec Lithium/Tin Project

European Metals, through its wholly owned subsidiary, Geomet s.r.o., controls the mineral exploration licenses awarded by the Czech State over the Cinovec Lithium/Tin Project. Cinovec hosts a globally significant hard rock lithium deposit with a total Indicated Mineral Resource of 372.4Mt @ 0.45% Li2O and 0.04% Sn and an Inferred Mineral Resource of 323.5Mt @ 0.39% Li2O and 0.04% Sn containing a combined 7.18 million tonnes Lithium Carbonate Equivalent and 278kt of tin reported 28 November 2017 (Further Increase in Indicated Resource at Cinovec South). An initial Probable Ore Reserve of 34.5Mt @ 0.65% Li2O and 0.09% Sn reported 4 July 2017 (Cinovec Maiden Ore Reserve – Further Information) has been declared to cover the first 20 years mining at an output of 22,500tpa of lithium carbonate reported 11 July 2018 (Cinovec Production Modelled to Increase to 22,500tpa of Lithium Carbonate).

This makes Cinovec the largest lithium deposit in Europe, the fourth largest non-brine deposit in the world and a globally significant tin resource.

The deposit has previously had over 400,000 tonnes of ore mined as a trial sub-level open stope underground mining operation.

The economic viability of Cinovec has been enhanced by the recent strong increase in demand for lithium globally, and within Europe specifically.

There are no other material changes to the original information and all the material assumptions continue to apply to the forecasts.

CONTACT

For further information on this update or the Company generally, please visit our website at http://www.europeanmet.com or contact:

Mr. Keith Coughlan
Managing Director  

COMPETENT PERSON

Information in this release that relates to exploration results is based on information compiled by Dr Pavel Reichl. Dr Reichl is a Certified Professional Geologist (certified by the American Institute of Professional Geologists), a member of the American Institute of Professional Geologists, a Fellow of the Society of Economic Geologists and is a Competent Person as defined in the 2012 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and a Qualified Person for the purposes of the AIM Guidance Note on Mining and Oil & Gas Companies dated June 2009. Dr Reichl consents to the inclusion in the release of the matters based on his information in the form and context in which it appears. Dr Reichl holds CDIs in European Metals.

The information in this release that relates to Mineral Resources and Exploration Targets has been compiled by Mr Lynn Widenbar. Mr Widenbar, who is a Member of the Australasian Institute of Mining and Metallurgy, is a full time employee of Widenbar and Associates and produced the estimate based on data and geological information supplied by European Metals. Mr Widenbar has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the JORC Code 2012 Edition of the Australasian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves. Mr Widenbar consents to the inclusion in this report of the matters based on his information in the form and context that the information appears.

CAUTION REGARDING FORWARD LOOKING STATEMENTS

Information included in this release constitutes forward-looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as “may”, “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”, “continue”, and “guidance”, or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.

Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the company’s actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licences and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.

Forward looking statements are based on the company and its management’s good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the company’s business and operations in the future. The company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the company’s business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the company or management or beyond the company’s control.

Although the company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant stock exchange listing rules, in providing this information the company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

LITHIUM CLASSIFICATION AND CONVERSION FACTORS

Lithium grades are normally presented in percentages or parts per million (ppm). Grades of deposits are also expressed as lithium compounds in percentages, for example as a percent lithium oxide (Li2O) content or percent lithium carbonate (Li2CO3) content.

Lithium carbonate equivalent (“LCE”) is the industry standard terminology for, and is equivalent to, Li2CO3. Use of LCE is to provide data comparable with industry reports and is the total equivalent amount of lithium carbonate, assuming the lithium content in the deposit is converted to lithium carbonate, using the conversion rates in the table included below to get an equivalent Li2CO3 value in percent. Use of LCE assumes 100% recovery and no process losses in the extraction of Li2CO3 from the deposit.

Lithium resources and reserves are usually presented in tonnes of LCE or Li.

The standard conversion factors are set out in the table below:

Table: Conversion Factors for Lithium Compounds and Minerals

Convert from Convert to LiConvert to Li2OConvert to Li2CO3
LithiumLi1.0002.1535.325
Lithium OxideLi2O0.4641.0002.473
Lithium CarbonateLi2CO30.1880.4041.000
Lithium HydroxideLiOH.H2O0.1650.3560.880

WEBSITE

A copy of this announcement is available from the Company’s website at www.europeanmet.com.

ENQUIRIES:

European Metals Holdings Limited
Keith Coughlan, Managing Director  
Kiran Morzaria, Non-Executive Director 
Julia Beckett, Company Secretary
Tel: +61 (0) 419 996 333
Email: keith@europeanmet.com 
Tel: +44 (0) 20 7440 0647 
Tel: +61 (0) 8 6245 2050
Email: julia@europeanmet.com 
Beaumont Cornish (Nomad & Broker)
Michael Cornish
Roland Cornish 
Tel: +44 (0) 20 7628 3396
Email: corpfin@b-cornish.co.uk
Shard Capital (Joint Broker)
Damon Health
Erik Woolgar 
Tel:  +44 (0) 20 7186 9950

The information contained within this announcement is considered to be inside information, for the purposes of Article 7 of EU Regulation 596/2014, prior to its release.  The person who arranged for the release of this announcement on behalf of the Company was Keith Coughlan, Managing Director.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com

Jubilee Metals Group Plc – Projects Update

Jubilee Metals Group PLC (“Jubilee” or the “Company”), the AIM and AltX traded metals processing company, is pleased to provide an update on its various projects in South Africa and Zambia, including confirmation of completion of the acquisition of the Sable Zinc Kabwe refinery in Zambia.

Highlights

·    All conditions precedent for the acquisition of the Sable Zinc Kabwe refinery have been fulfilled with final competition commissioning approval received for the transaction from the Zambian Competition and Consumer Protection Commission (“ZCCPC”)

·    Circuit upgrades ready to commence integration with the Sable Zinc Kabwe refinery to process lead, zinc and vanadium

·    Commissioning of Eland Platinum’s recovery plant (“Eland Plant”) is progressing well, reaching flow stability on the floatation circuit with the grinding circuit targeted to be introduced into the circuit by mid-July 2019   

·    Production of the first saleable PGM* concentrate at the Eland Plant expected during August 2019

·    DCM fine chrome project continues to increase throughput achieving production levels of 5,000 tonnes of on spec chrome concentrate for June 2019

* 6 Element Platinum Group Metals including platinum, palladium, rhodium, ruthenium, osmium and gold

Leon Coetzer, Jubilee Chief Executive Officer, says: “Jubilee continues to demonstrate progress with the implementation of its strategy to diversify earnings through both widening our existing metals exposure with the implementation of additional projects as well as expanding our geographic footprint with our Kabwe project in Zambia.

“I am delighted that we have successfully achieved all conditions precedent for the implementation of the Sable Zinc Kabwe acquisition with the final approval from the ZCCPC being ratified and completion formalised.  With the design process near finalised, this allows Jubilee to commence with the circuit upgrade and expansion of the Sable Zinc Kabwe refinery for the processing of the Kabwe tailings to produce zinc, vanadium and lead.  The first phase of the project targets the production of Vanadium Pentoxide (V2O5) and a zinc concentrate with phase two bringing the zinc metal refining step and lead concentrate online.

 “The PlatCro PGM project, which has the potential to add 30,000 ounces per annum of PGM production to our existing 30,000 ounces, has reached its first phase commissioning targets achieving stable flow rates through the Eland PGM Plant.  The next commissioning target is to bring online the grinding circuit set for mid-July 2019.  We expect to achieve saleable PGM concentrates during August 2019.

“Our ground-breaking DCM Fine Chrome project continues to deliver on expectation producing in excess of 5,000 tonnes of chrome concentrate during the month of June 2019. With this success, we now target to integrate the fine chrome solution into our other operations. “

Kabwe zinc, vanadium and lead project – Zambia

As previously announced on 5 June 2019, the completion of the acquisition of Sable Zinc Kabwe refinery in Zambia (the “Acquisition”) from Glencore PLC (“Glencore”), was conditional upon the fulfilment of certain conditions precedent (“CPs”) as contained in the share purchase agreement, of which approval for ratification from the ZCCPC remained the only outstanding CP.

Jubilee is pleased to announce that the ZCCPC has granted final authorisation for the Acquisition with both Jubilee and Glencore acknowledging that all CPs to the Acquisition have been satisfied. The final administrative process for the Sable Zinc Kabwe refinery handover and share transfer has commenced with the parties agreeing to target completion by the end of July 2019.

Having already progressed the project with the finalisation of the detail process design, Jubilee’s engineers are ready to commence the process upgrade to integrate the Kabwe Tailings project.  The project targets to integrate the process over two phases with the first phase targeting the production of vanadium pentoxide (V2O5) and an intermediate saleable zinc concentrate, while phase two is targeting production of refined zinc and a lead concentrate.  Phase one implementation is expected to deliver its first production within four months of taking effective control of the Sable Zinc refinery. 

During the integration of the new process for phase one of the project, Jubilee intends to commence production of copper from the Sable Zinc Kabwe refinery utilising the existing refinery infrastructure.  This affords Jubilee the opportunity to maintain both the sulfuric acid plant as well as the copper refinery circuit in production while integrating the new circuit required for the vanadium and zinc refining.

PlatCro PGM project – (South Africa)

The PlatCro PGM project has achieved its first phase commissioning targets by reaching stable flow rates through the Eland PGM Plant. It is expected that that the grinding circuit will be brought online by mid-July 2019 with saleable PGM concentrates achieved during August 2019.

The PlatCro PGM project holds the potential to add a further 30,000 ounces per annum of PGM production, which doubles Jubilee’s current 30,000 ounces per annum of PGM capacity. 

DCM operation – chrome (South Africa)

Jubilee’s ground breaking DCM fine chrome recovery plant, constructed during Q4 2018, has continued to successfully increase its production in-line with expectations achieving the production of 5,000 tonnes of chrome concentrate during the month of June 2019. Jubilee intends to integrate the fine chrome recovery process into its remaining chrome operations. The fine chrome recovery circuit targeted 25,000 tonnes of chrome processing per month, and already achieved close on 25,000 tonnes for the month of June 2019.

10 July 2019

**ENDS**

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

Jubilee Metals Group PLC

Colin Bird/Leon Coetzer
Tel +44 (0) 20 7584 2155 / Tel +27 (0) 11 465 1913

Nominated Adviser – SPARK Advisory Partners Limited
Andrew Emmott/Vassil Kirtchev
Tel: +44 (0) 203 368 3555

Broker – Shard Capital Partners LLP
Damon Heath/Erik Woolgar
Tel +44 (0) 20 7 186 9900

JSE Sponsor – Sasfin Capital (a member of the Sasfin group)

Sharon Owens
Tel +27 (0) 11 809 7500

PR & IR Adviser – St Brides Partners Limited

Catherine Leftley/Juliet Earl

Tel +44 (0)20 7236 1177

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Iconic Labs Plc – Results of GM: Change of Name to Iconic Labs Plc

The Board is pleased to announce that the Company has changed its name to Iconic Labs Plc (‘Iconic Labs’) to reflect its new focus as a multi-divisional new media and technology business.  This change takes effect following the Company’s General Meeting (“GM”) held today, where all resolutions were duly passed.  The new ticker for the Company will be ICON and take effect on 11 July 2019.

Iconic Labs provides online marketing, content and technology driven products to enable companies to increase their consumer engagement and build brand presence.  The team, led by John Quinlan and Liam Harrington, who were founders and key drivers behind UNILAD, the world’s largest social media publisher, is making progress with regards to its new media activities, highlighted by the recently announced consulting and marketing services engagement with a UK-based financial services business, where work has commenced. 

The progress made has been achieved with just a soft launch; an official launch is planned, which the Company believes will benefit client acquisitions and brand awareness in the sector. The Board anticipates that the name change will be beneficial to securing new business opportunities, attracting potential complementary acquisitions as well as creating increased visibility for investors. 

Iconic Labs operates in a rapidly growing market driven by consumer habits shifting to digital and social from TV and print, increasing numbers of distribution platforms fighting for premium content to attract audiences, and traditional agencies struggling to adapt to client demands and new technologies.  As an example, global mobile ad spend is projected to increase from US$138 billion in 2018 to US$212 billion in 2021, while Subscription Video On Demand services rose from 14% of households in 2014 to 39% in 2018.  The market is fragmented, and the Board believes that, by utilising its contact base, experience of growing new media businesses and sector knowledge, it can take advantage of this fast-developing market.

With regards to the WideCells business, the Board continues to address legacy issues and the cash involved and will inform the market when these have been resolved.  It is obviously frustrating for both the management and shareholders that there remain outstanding issues, but the Board is working to alleviate these and ensure that the new business has a firm platform that can be utilised for the benefit of all stakeholders. 

The Board looks forward to updating shareholders as it implements its defined growth strategy both organically and via targeted value-accretive acquisitions utilising its platform and paper.

Chief Executive Officer, John Quinlan, said: “I’m delighted that the name change to Iconic Labs has been effected as the name reflects the current direction of the business in the new media space.  We have a proven track record in the delivery of advice, strategic planning, content provision and developing technology, primarily garnered from our time at UNILAD, which achieved revenues in excess of £10 million per annum; we are utilising this experience to build a business.   There is a distinct opportunity in the new media sector and, since joining in March 2019, we have made progress establishing the offering and building out our market presence.  The reception from our targeted market has been good and we are now leveraging our team’s knowledge, experience and contact base to implement our strategy to create shareholder value.”

**ENDS**

For further information, please visit the Company’s website www.iconiclabs.co.uk or contact:

Shard Capital Partners LLPCo-broker –
Damon Heath,
Erik Woolgar
Tel: +44 (0) 20 7186 9950
St Brides Partners LimitedPR –
Melissa Hancock,
Juliet Earl
Tel: +44 (0) 20 7236 1177

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Live Company Group Plc – Trading Statement

The Company is pleased to provide a Trading Update for the six-month period up to 30 June 2019, ahead of the Annual General Meeting to be held at the offices of Shard Capital Partners LLP, Level 23, 20 Fenchurch Street, London EC3M 3BY at 9.00 a.m. on Friday 19 July 2019. 

The following comments will be made regarding current trading, financial performance and outlook for the financial year at the opening of the meeting.

Overview

David Ciclitira, Executive Chairman:

“At the halfway point of the year we continue to make encouraging progress with sales and have successfully secured 67% of our revenues for 2019 thus far.  Enquiries remain strong for the Group’s touring assets and it is my belief that we will exceed our current target of 60 events for 2019, with 52 events already confirmed and several more in the pipeline.  I regularly remind myself on what our business is about and it comes down to three core elements:

1.    Our strong and continually expanding global network.  As you will see in this Trading Statement, within the first six months of 2019 we signed agreements with a number of new partners and we expect to build upon this further in the coming months particularly in Europe and North America.

2.    Development of our own IP and expanding our major IP partnerships.  We have registered the Bricklive brand and its associated touring brands in most of the major markets globally.  We are also working with Licensing Management International Limited (“LMI”) to develop BRICKLIVE’s merchandise range and are focussed on growing this revenue stream.

I also believe the recent announcement of the partnership with Nickelodeon UK Limited (“Nickelodeon”) for the UK and Ireland is a big step forward for the business.  The response to Paw Patrol has been positive and we are looking to fast track the building of the first Nickelodeon Jnr tour.  Our aim is to build upon our relationship with Nickelodeon and see which exciting paths that leads us down.  Furthermore, we aim to develop our international offering and hope to continue to add to the growing number of IP partners we have already secured.

3.    The Company, through the acquisition of Bright Bricks Holdings Limited (“Bright Bricks”), has the unique ability to build its own assets and tours and bespoke assets for third parties.  The ability to build and grow the number of tours, provides an opportunity to greatly increase the future earnings from the high margin touring business. We have received very positive reviews for our zoo touring assets, with some venues announcing a 30% increase in footfall.  As a result, we expect to begin work, before the end of the year, on a new series of assets beyond our projected 15 tours as at the end of 2019.  The Group will continue to explore opportunities, through its global network, to increase its building capacity to meet the high level of demand.

Our priority for 2019 is to develop the business against the following goals:

1.       Expansion of BRICKLIVE brand in Europe;

2.       Expansion of the BRICKLIVE brand in America;

3.       Foster relationships with global IP partners across the world;

4.       Expansion and development of a new merchandise range using its globally registered brand; and

5.       Expansion of the Group’s touring business, through the creation of new touring shows/assets.

The LVCG Board has taken note of the shareholder comments and I would like to confirm it is our intention to appoint a Non-Executive Director with relevant plc experience who, once appointed, will be asked to chair the remuneration committee.

As previously announced on 2 April 2019, the Board agreed to issue to me a bonus of 500,000 new Ordinary Shares (the “Bonus Shares”), subject to the Group achieving an agreed performance target, in respect of the year ending 31 December 2019.  Whilst, I remain fully committed to achieving this performance target and driving value for the Group, I can confirm that should the performance target be achieved, I have decided not to accept the award of the Bonus Shares.

Looking ahead, we remain focused on delivering our ambitious strategic goals and hope to exceed market expectations, creating long term value for our shareholders.”

Contracted revenue

The Group is pleased to announce that, as at 30 June 2019, the Group is trading in line with market expectations and the Group has already secured multi-year contracts with a value of £4.4 million for 2019 and £1.3 million for 2020.

The Group has seen considerable growth in the BRICKLIVE touring business of both larger shows which can be found in venues such as Zoos, and smaller touring shows which can be found in venues such as shopping centres, tourist attractions and museums.

Number of models

The 2018 Annual Accounts reported that as of the 31 March 2019, the Group owned 650 brick models.  By the end of June 2019, a further 40 models had been completed taking the total number of brick models owned by Group to 690 models.

Number of touring assets

The 2018 Annual Accounts reported that as at 13 June 2019, the number of themed touring assets owned by the Group was 12.  The Group will be creating additional touring shows such as Paw Patrol, Nick Jnr and a smaller Animal Paradise tour and the Group is on track to have 15 touring shows by the end of 2019.

BRICKLIVE Events and Shows

The following table shows the number of BRICKLIVE Events/Shows held in each of 2017 and 2018, the number currently booked for 2019 as at 30 June 2019 and the number project to be held in 2019.

BRICKLIVE Events/ShowsFY 2017FY 2018Booked for 2019 as at 30 June 2019FY 2019 (projected)
Asia820913
Europe8103942
North America1123
South America1311
Middle East11
Total18345260

The Group continues to grow its international network with a focus on markets in which it sees significant future growth.

Over the last six months, the Group has announced partnerships with the following BRICKLIVE Show promoters/venue operators:

–           AWC AG, Germany;

–           Pal Expo, Geneva;

–           Exhibition Hub SPRL, Brussels;

–           SMG Europe Holdings Limited, Aberdeen;

–           Grimaldi Forum, Monaco;

–           Self-promotion of BRICKLIVE flagship show at the NEC in Birmingham; and

–           Make Merry Company Inc., Japan.

As a result of the North America focus, the Board has decided to put a hold on activity in South America. Instead those assets currently in South America will be redeployed to North America to accelerate growth in the region.

The Group also announced the partnership with LMI as the Group’s agent in respect of identifying partners for the licensing and merchandising of BRICKLIVE branded merchandise and products to be sold at the Group’s BRICKLIVE shows, tours and events.  The Board believes that this will provide an additional revenue stream for the Group and is a further diversification of its business.

Enquiries:

Live Company Group Plc
David Ciclitira, Executive Chairman
Ruth Cunningham, Chief Operating Officer
Tel: 020 7225 2000


Stand Hanson Limited (Nominated Adviser)
Stuart Faulkner / Richard Tulloch / James Dance
Tel: 020 7409 3494


Shard Capital Partners LLP (Broker)
Damon Heath
Tel: 020 7186 9950

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

About Live Company Group plc

The Group is a network of partner-driven fan-based shows using BRICKLIVE created content worldwide.  The Company owns the rights to BRICKLIVE – an interactive experience built around the creative ethos of the world’s most popular construction toy bricks.  BRICKLIVE, which is fast becoming a leading children’s education and entertainment brand, actively encourages all to learn, build and play, and provides inspirational events and shows where like-minded fans can push the boundaries of their creativity.  Bright Bricks is the Group’s production centre for building brick-based models.  The Group is an independent producer of BRICKLIVE and is not associated with the LEGO Group. More information can be found at www.livecompanygroup.com

Forward looking statements

This announcement contains statements which are, or may be deemed to be, “forward looking statements” which are prospective in nature. All statements other than statements of historical fact are forward looking statements. Generally, words such as “expect”, anticipate”, “may”, “should”, “will”, “aspire”, “aim”, “plan”, “target”, “goal”, “ambition” and similar pressions identify forward looking statements. By their nature, these forward-looking statements are subject to a number of known and unknown risks, uncertainties and contingencies, and actual results and events could differ materially from those currently being anticipated as reflected in such statements. Factors which may cause future outcomes to differ from those foreseen or implied in forward looking statements include, but are not limited to: general economic conditions and business conditions in Live Company Group’s markets; contracts awarded to Live Company Group; customers’ acceptance of Live Company Group’s products and services; operational problems; the actions of competitors, trading partners, creditors, rating agencies and others; the success or otherwise of partnering; changes in laws and governmental regulations; regulatory or legal actions, including the types of enforcement action pursued and the nature of remedies sought or imposed; the receipt of relevant third party and/or regulatory approvals; exchange rate fluctuations; the development and use of new technology; changes in public expectations and other changes to business conditions; wars and acts of terrorism; and cyber-attacks. Many of these factors are beyond Live Company Group’s control or influence. These forward-looking statements speak only as of the date of this announcement and have not been audited or otherwise independently verified. Past performance should not be taken as an indication or guarantee of future results and no representation or warranty, express or implied, is made regarding future performance. Except as required by any applicable law or regulation, Live Company Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in Live Company Group’s expectations or any change in events, conditions or circumstances on which any such statement is based after the date of this announcement, or to keep current any other information contained in this announcement.  Accordingly, undue reliance should not be placed on the forward-looking statements.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Nostra Terra Oil and Gas Company plc – Final Results

Nostra Terra Oil and Gas (AIM: NTOG), the oil & gas exploration and production company with a portfolio of assets in the USA and Egypt, is pleased to announce its final results for the year ended 31 December 2018.

Nostra Terra is in the process of sending out hard copies of the Annual Report to its shareholders today and this is now available to download on the Company’s website: www.ntog.co.uk.

Highlights during the period:

·    Revenue for the period increased 56% to $2,267,000 (2017: $1,453,000)

·    Production for the period increased 22% at 37,384 barrels of oil equivalent (boe) (2017: 30,703 boe)

·    Gross profit before exploration, impairment, depreciation, depletion and amortisation was up by 423% to $942,000 (2017: $180,000)

·    Two new vertical wells drilled and put into production in the Permian Basin

o  First well beat expectations reaching 100% payback in year one

o  2nd well met expectations

·    Successful workovers at Pine Mills to increase production

·   Proven Reserves (1P) increased by 18% to 746,030 boe (2017: 646,280 boe) with Proven & Probable Reserves (2P) of 2429,660 boe

·    276% increase in net 2P (Proved & Probable) reserves to 2,429,660 barrels of oil, up from 646,280 barrels of oil (1P at Pine Mills and Permian Basin from 2017)

·    Total Proved & Probable Future Net Income (“FNI”) estimated at $58.65 million

·    Net Present Value at 9% discount (“NPV9”) estimated at $23.93 million

·    Mesquite Asset acquisition in the Permian Basin

o  Increased Permian Basin acreage by 308%

·    $5,000,000 Senior Lending Facility, with 4.75% interest rate with initial borrowing base of $1,200,000 increased to $1,950,000 at 31 December 2018, with a variable rate of the greater of 4.25% and WSS Rate plus 25 basis points

·    Net Proved reserves of 764,030 barrels of oil (1P)

o  Increase primarily due to drilling and development of existing Permian Basin assets during H1  2018

o  Total Proved FNI estimated at $14.96 million

o  Total Proved NPV9 estimated at $7.54 million

·    Net Probable reserves of approximately 1,665,630 barrels of oil

o  Increase attributable entirely to Mesquite

o  Total Probable FNI estimated at $43.69 million

o  Total Probable NPV9 estimated at $16.39 million

·    Cost of Sales as a percent of revenue decreased by 15%

·    Lifting costs per barrel decreased to $32.06 per barrel (2017: $38.72 per barrel)

Post year end highlights

·    Twin well (Permian Basin) reached 100% payback in year one

·    Engineered Economics for Mesquite

·    Additional leasing expanded footprint at Mesquite

·    East Ghazalat, hearing held in London, in May, with conclusion anticipated during the second half of 2019

·    Placing raised additional £1,150,000 cornerstoned by institutional investor

·    Initiation of Research by Shard Capital Partners LLP

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

For further information, visit contact:

Nostra Terra Oil and Gas Company plc
Matt Lofgran, CEO 
Tel: +1 480 993 8933
Strand Hanson Limited(Nominated &
Financial Adviser and Joint Broker)
Rory Murphy / Ritchie Balmer /
Jack Botros
Tel:+44 (0) 20 7409 3494
Shard Capital Stockbrokers (Joint
Broker)
Damon Heath / Erik Woolgar

Tel:  
+44 (0) 207 186 9952  
Lionsgate Communications
(Public Relations)
Jonathan Charles
Tel:   +44 (0) 203 697 1209

Chairman’s Report

During 2018, the price of oil continued its overall upward trend, underpinning the recovery of the oil industry with an average price much higher than 2017, and although it dipped towards the end of the year, it has since recovered.

Nostra Terra was well positioned to benefit from this increase in the oil price. The Company’s production from the Pine Mill’s field in Texas has been stable to growing, having achieved rates well in excess of those on acquisition in 2017. This is currently the core cash flow asset for Nostra Terra and the stability, and potential to increase production, is not only a testament to the Company’s field operations but also the original acquisition itself.

In 2018, Nostra Terra successfully drilled two wells in the Permian Basin which had the benefit of diversifying and adding to the Company’s production base and revenue stream. The results from both these wells was in line with expectations.

It is worth reflecting on the above achievements as it represents the successful execution of Nostra Terra’s strategy through organic growth and acquisition to establish long-term revenue streams which contribute positively to the broader activities of the Company.

This success led to considering how greater growth rates could be achieved, which resulted in a pause in drilling activity in the latter half of 2018. The conclusion to this was the acquisition of the Mesquite asset in the Permian Basin. Following technical work undertaken by Trey Resources Inc., it was determined that a successful Mesquite well has the potential to add initial estimated production of 265 barrels of oil per day and would be immediately transformative for Nostra Terra. In addition, the wider Mesquite play and well locations that are in the Company’s inventory would allow for potential multiples of this to be achieved with further follow up drilling.

In Egypt, the Company’s interest in the East Ghazalat field is the subject of an arbitration process which is expected to be concluded in the second half of 2019.

The lifeblood of any producing oil company is its reserves as this represents the latent barrels which could be produced in the future. I am pleased to report that in early 2019 Nostra Terra increased its proven and probable reserves to 2,429,660 barrels of oil, a 276% increase, with a net present value using a 9% discount rate of $24 million, which bodes well for the future. This increase was not solely due to the addition of Mesquite resources but also an overall increase in the existing producing assets, more than offsetting production.

In the early part of 2018, Nostra Terra concluded a $5 million Senior Lending Facility with Washington Federal Bank, at an initial interest rate of 4.75% and a starting borrowing base of $1.2 million. This then increased to $1,950,000, with a rate of 5.75%. This facility has provided financial flexibility allowing the Company to achieve the success that it has had during 2018 both through drilling and the acquisition of the Mesquite asset.

Nostra Terra now has the enviable challenge, which successful growing companies face, of funding and managing growth. Having a solid foundation of producing assets and a proven track record provides multiple options. A sign of this transformation is that funding is not now sought to cover overheads and the cost of the management team but directly into growing the Company and seeking material step changes in value, cash flow and profit.

The future of Nostra Terra has never looked brighter. We have continued to deliver on our strategy to build secure, long-term, profitable production. From this solid foundation, our intention is to build on this further with material organic growth from the Mesquite asset, whilst being ever vigilant for other opportunities consistent with the Company’s strategy.

I would like to thank our shareholders for their continued support and look forward to reporting more progress in future.

Ewen Ainsworth

(Non-Executive Chairman)

28 June 2019

Chief Executive Officer’s Report

Our goal in 2018 was to build a firm foundation based on producing assets that generate positive cashflow to support the plc, while adding new assets that allowed us the ability to take much larger, more meaningful steps in adding production and reserves. We continue to build the foundation and during the year acquired a new asset, the Mesquite Asset, which provides a significant opportunity.

Revenues for the year were $2,267,000 an increase of 56% from 2017. Revenue less production costs for the year were $942,000, and with the addition of the positive contribution of $227,000 from hedging, operations provided a total of $1,169,000 towards investment and administrative and finance expenses. This demonstrates the underlying cash generation and strength of the production led strategy that Nostra Terra has been pursuing and successfully implemented. The Company didn’t undertake any placings during the year to raise additional funds, however, warrants were exercised, raising an additional £635,700 early in the year. Production and operations continued to perform

strongly with highlights being:

• 22% increase in production to 37,384 bopd

• 15% reduction in cost of sales per barrel

• 17% reduction in lifting costs to $32.06

Continued growth in production rates is anticipated as workovers continue, which combined with managed operated costs provides a favourable environment for net cashflows from operations. With recent acquisitions and prudent operational management, we believe we can deliver a step change in materiality and multiples of current production and revenues.

United States

Pine Mills – Texas (100% Working Interest)

In the Pine Mills oil field during the second half of 2018, our operations team reactivated previously shut-in wells and performed workovers on several others. This intervention led to an increase in production (briefly >150 bopd from just four wells) which in turn has required an upgrade of facilities to handle the additional fluid volumes. This work is largely complete and we anticipate Pine Mills continuing to be a significant contributor to net cash flow in the short to medium term.

Permian Basin – Texas (50 – 75% Working Interest)

In prior years, we made three different acquisitions in the Permian Basin. These were leases that had existing, albeit nominal rates of, production. The reason for the acquisitions was to gain upside through additional drilling locations on the leases, in a proven oil field, and during a lower oil price environment. In 2018, we brought two new wells into production. The first well paid out in under one year, meaning production rates were strong enough to generate a return of all our well costs in a rapid manner. The second well is performing to expectations. We have numerous other potential drilling locations that we keep in inventory to potentially drill in the future.

Mesquite – Permian Basin Texas (100% Working Interest)

In October 2018, we acquired the Mesquite Asset in the Permian Basin. The field is proven to produce from multiple stacked-pay reservoirs with long-established producing vertical wells that were drilled on 40 acre spacing. In recent years operators have successfully drilled wells with tighter spacing.

On this basis, the Mesquite Prospect has the potential to be developed with 35-70 vertical well locations dependent on spacing. Nostra Terra believes the Mesquite Prospect has much greater development potential if drilled horizontally. The target formations at the Mesquite Prospect are “tight”, meaning the oil-bearing rock formations are of low permeability. As such, they have characteristics that make them ideal targets for horizontal drilling and have delivered substantial oil production in other nearby areas of the Permian Basin. This combination of multiple stacked pay targets and the potential uplift provided by drilling horizontally supports our view that the Company can provide multiples in terms of production and revenues from this acquisition.

Egypt

East Ghazalat – Western Desert (50% Working Interest)

This is a producing asset where Nostra Terra owns a non-operated interest in the asset. The asset has scope for increased production through workovers of existing wells, drilling new exploration and development wells, and development of the South Dabaa gas discovery. There is a dispute regarding the Joint Operating Agreement that is currently going through an arbitration process held at the London Court of International Arbitration. A hearing was held in May, with conclusion anticipated during the second half of 2019.

Senior Lending Facility

At the beginning of 2018, Nostra Terra secured a new $5 million Senior Lending Facility. The initial borrowing base was $1.2 million at a 4.75% interest rate, later increased to $1.95 million at the end of 2018 with a variable rate of the greater of 4.25% and WSS Rate plus 25 basis points. This flexible facility provides an attractive opportunity to use non-dilutive funds to grow the Company. During Q1 2019, we raised an additional £1,150,000, without a discount to the prevailing bid of Nostra Terra’s share price, allowing us to bring a new institutional investor to the Company. I’m very pleased to welcome them as a shareholder as we begin to drill the Mesquite Asset. Shard Capital Partners were brought on as a new broker to the Company and managed the placing. In addition, Shard Capital initiated coverage in May 2019. We believe all these steps are very positive for a Company of our size.

Outlook

Nostra Terra is positioned for strong growth potential, in particular with the new Mesquite Asset. Our focus for 2019 is to get the initial wells drilled and producing on this asset, while also looking for further opportunities to expand our portfolio. We believe this can be the catalyst to deliver multiples in production and revenues for our shareholders.

As always, I want to thank our shareholders for their support and look forward to updating shareholders throughout the year.

Matt Lofgran

Chief Executive Officer

28 June 2019

Consolidated Income Statement for the year ended 31 December 2018

 2018
$000
2017
$000
Revenue2,2671,453
Cost of sales  
Production costs(1,325)(1,273)
Exploration(298)(5)
Well impairment(32)
Depletion, depreciation, amortisation(238)(146)
Total cost of sales(1,893)(1,424)
GROSS PROFIT37429
Share based payment(42)(60)
Administrative expenses(1,324)(1,213)
Gain (loss) on sale3867
Foreign exchange gain (loss)17(50)
OPERATING LOSS(937)(1,227)
Finance expense(207)(258)
Other income214
LOSS BEFORE TAX(930)(1,485)
Tax (expense) recovery
LOSS FOR THE YEAR ATTRIBUTABLE TO:(930)(1,485)
Owners of the company(930)(1,485)
Earnings per share expressed in pence per share:  
Continued operations  
Basic and diluted (USD)(0.0065)(0.0130)

Consolidated Statement of Comprehensive Income for the year ended 31 December 2018

 2018
$000
2017
$000
LOSS FOR THE YEAR(930)(1,485)
OTHER COMPREHENSIVE INCOME:
Currency translation differences
Total comprehensive income for the year(930)(1,485)
Total comprehensive income attributable to:  
Owners of the company(930)(1,485)

Consolidated Statement of Changes in Equity  for the year ended 31 December 2018

 Share capital
$000
Deferred shares
$000
Share premium
$000
Share options reserve
$000
Translation reserves
$000
Retained losses
$000
Total
$000
As at 1
January 2017
1566,54918,40918(676)(24,072)384
Shares issued36696732
Loss after tax for the year(1,485)(1,485)
Share based payments6060
As at 31 December 20171926,54919,10578(676)(25,557)(309)
Shares issued29873902
Loss after tax for the year(930)(930)
Share based payments4242
As at 31 December 20182216,54919,978120(676)(26,487)(295)

Share capital is the amount subscribed for shares at nominal value.

Retained loss represents the cumulative losses of the group attributable to owners of the company.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses. Share issue expenses in the year comprise costs incurred in respect of the issue of new shares on the London Stock Exchange’s AIM market.

Translation reserves arose due to the adoption of US dollars as the presentational currency at the start of the accounting period. Further information on the adjustment can be found in Note 1.

Share option reserve is a reserve used to recognise the cost and equity associated with the fair value of issues of options and warrants.

Company Statement of Changes in Equity for the year ended 31 December 2018

 Share capital
$000
Deferred shares
$000
Share premium
$000
Share options reserve
$000
Translation reserves
$000
Retained losses

$000
Total


$000
As at 1 January 20171566,54918,40918(676)(24,933)(875)
Shares issued36696732
Loss after tax for the year(1,167)(1,167)
Share based payments6060
As at 31 December 20171926,54919,10578(676)(26,100)(852)
Shares issued29873902
Loss after tax for the year(1,125)(1,125)
Share based payments4242
As at 31 December 20182216,54919,978120(676)(27,225)(1033)

Share capital is the amount subscribed for shares at nominal value.

Retained loss represents the cumulative losses of the company attributable to
owners of the company.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses. Share issue expenses in the year comprise costs incurred in respect of the issue of new shares.

Translation reserves arose due to the adoption of US dollars as the presentational currency at the start of the accounting period. Further information on the adjustment can be found in Note 1.

Consolidated Statement of Financial Position  for the year ended 31 December 2018

 2018
$000
2017
$000
ASSETS  
NON-CURRENT ASSETS  
Other Intangibles1,8731,411
Property, Plant, and Equipment, Oil and Gas Assets536358
 2,4091,769
CURRENT ASSETS  
Trade and other receivables402190
Deposits and prepayments96330
Other assets263
Cash and cash equivalents72138
 833658
LIABILITIES  
CURRENT LIABILITES  
Trade and other payables642827
Borrowings7231,740
 1,3652,567
NET CURRENT ASSETS(532)(1,909)
NON-CURRENT LIABILITIES  
Decommissioning liabilities217169
Other loans1,955
NET ASSETS(295)(309)
 2018
$000
2017
$000
EQUITY AND RESERVES  
Share capital6,7706,741
Share premium19,97819,105
Translation reserves(676)(676)
Share option reserve12078
Retained losses(26,487)(25,557)
 (295)(309)

The financial statements were approved and authorised for issue by the Board of Directors on 28 June 2019 and were signed on its behalf by:

M B Lofgran

Director

28 June 2019

Company registered
number: 05338258

Company Statement of Financial Position for  the year ended 31 December 2018

 2018
$000
2017
$000
ASSETS  
NON-CURRENT ASSETS  
Fixed asset investments
CURRENT ASSETS  
Trade and other receivables2623
Cash and cash equivalents3078
 56101
LIABILITIES  
CURRENT LIABILITIES  
Trade and other payables367332
Borrowings722621
 1,089953
NET CURRENT ASSETS(1,033)(852)
NON-CURRENT LIABILITIES  
Borrowings
 (1,033)(852)
EQUITY AND RESERVES  
Share capital6,7706,741
Share premium19,97819,105
Translation reserves(676)(676)
Share option reserve12078
Retained losses(27,225)(26,100)
 (1,033)(852)

The financial statements were approved and authorised for issue by the Board of Directors on 28 June 2019 and were signed on its behalf by:

M B Lofgran

Director

Company registered number: 05338258

Consolidated Statement of Cash Flows for the year ended 31 December 2018

 2018
$000
2017
$000
Cash flows from operating activities  
Cash generated/(consumed) by operations(996)(1,187)
Interest paid(41)
Cash generated/(consumed) by operations(1,037)(1,187)
Cash flows from investing activities  
Purchase of intangibles – new oil properties(639)(210)
Sale/(purchases) of plant and equipment
Purchase of investment(271)(176)
Net cash from investing activities(910)(386)
Cash flows from financing activities  
Proceeds on issue of shares902732
Net borrowing979767
Net cash from financing activities1,8811,499
Increase/(decrease) in cash and cash equivalents(66)(74)
Cash and cash equivalents at the beginning of the year138212
Cash and cash equivalents at the end of the year72138
Represented by:  
Cash at bank72138

Note to the Consolidated Statement of Cash Flow for the year ended 31 December 2018

 2018
$000
2017
$000
Loss for the year(930)(1,485)
Adjustments for:  
Depreciation of property, plant, and equipment9367
Amortisation of intangibles14578
Well impairment32
Share based payments4260
Share of results from joint venture  
Operating cash flows before movements in working capital(618)(1,280)
(Increase)/decrease in receivables(212)147
(Increase)/decrease in other assets(263)1
(Decrease)/increase in payables and other liabilities(137)20
(Increase)/decrease in deposits and prepayments234(75)
Cash generated/(consumed) by operations(996)(1,187)

Company Statement of Cash Flows for the  year ended 31 December 2018

 2018
$000
2017
$000
Cash flows from operating activities  
Cash generated/(consumed) by operations(1,051)(1,042)
Interest paid
Cash generated/(consumed) by operations(1,051)(1,042)
Cash flows from financing activities  
Proceeds on issue of shares902337
New borrowing101732
Net cash from financing activities1,0031,069
Increase/(decrease) in cash and cash equivalents(48)27
Cash and cash equivalents at the beginning of the year7851
Cash and cash equivalents at the end of the year3078
Represented by:  
Cash at bank3078

Note to the Company Statement of Cash Flows for the  year ended 31 December 2018

Reconciliation of operating loss to net cash generated from operations

 2018
$000
2017
$000
Loss for the year(1,125)(1,167)
Adjustments for:  
Share based payment4260
Operating cash flows before movements in working capital(1,083)(1,107)
(Increase)/decrease in receivables(3)37
(Decrease)/increase in payables3528
Cash generated (consumed) by operations(1,051)(1,042)

Segmental Analysis

In the opinion of the directors, the group has one class of business, being the exploitation of hydrocarbon resources.

The group’s primary reporting format is determined by geographical segment according to the location of the hydrocarbon assets. The group’s reportable segments under IFRS 8 in the year are as follows:

United Kingdom being the head office.

US Mid-Continent properties at year end included the following:

1   Texas: 100% working interest in the Pine Mills Project Unit

2   Texas: 50-75% working interest in the Permian Basin

3   Texas: 100% working interest in the Mesquite assets in the Permian Basin

Egypt properties at year end included the following:

1   Egypt: 50% interest in the East Ghazalat concession

The chief operating decision maker’s internal report for the year ended 31 December 2018 is based on the location of the oil properties as disclosed in the below table:

 US mid-continent
2018
$000
Head office
2018
$000
Total

2018
$000
Segment results – 2018   
Revenue2,2672,267
Operating profit (loss) before depreciation, amortisation, well impairment, share-based
payment charges, restructuring costs and gain (loss) on sale of assets and foreign exchange:
812(1287)(475)
Depreciation of tangibles(93)(93)
Amortisation of intangibles(145)(145)
Exploration(289)(289)
Well impairment(32)(32)
Share based payment4242
Realised exchange (loss)/gain1717
Gain from sale of assets3838
Operating loss291(1228)(937)
Finance expense(47)(160)(207)
Other income (expense)226(12)214
Gain (loss) before taxation195(1,125)(930)
Segment assets   
Property, plant and equipment536536
Intangible assets1,8731,873
Cash and cash equivalents423072
Trade and other receivables37626402
Other assets359359
 3,186563,242

Employees and Directors

 2018
$000
2017
$000
Directors’ fees17151
Directors’ remuneration250195
Social security costs14
 421260

The average monthly number of employees (including directors) during the year was
as follows:

 2018
Number
2017
Number
Directors33
 33

Directors’ remuneration

Other than the directors, the group had no other employees. Total remuneration paid to directors during the year was as listed above.

The director’s emoluments and other benefits for the years ended 31 December 2018 is as listed below:

 2018
$000
2017
$000
M B Lofgran250195

The operating loss for the year ended 31 December is stated after charging/(crediting):

 2018
$000
2017
$000
(Company 2018: $30,000 – 2017: $29,000)3029
Depreciation of property, plant and equipment9368
Amortisation of intangibles14578
Exploration2985
Well impairment32

The analysis of administrative expenses in the consolidated income statement by nature of expense:

 2018
$000
2017
$000
Directors’ remuneration250195
Social security costs14
Directors’ fees12941
Travelling and entertaining10173
Accountancy fees6144
Legal and professional fees487541
Auditors’ remuneration3029
Bad debt costs1892
Foreign exchange difference
Other expenses248184
 1,3241,213

Earnings per Share

The calculation of earnings per ordinary share is based on earnings after tax and the weighted average number of ordinary shares in issue during the year. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The group had two classes of dilutive potential ordinary shares, being those share options granted to employees and suppliers where the exercise price is less than the average market price of the group’s ordinary shares during the year, and warrants granted to directors and one former adviser.

Details of the adjusted earnings per share are set out below:

 20182017
EPS LOSS   
Loss attributable to ordinary shareholders ($000)(930)(1,485)
Weighted average number of shares143,112,345113,850,132
Continued operations:  
Basic and diluted EPS – loss (USD)(0.0065)(0.0130)

The diluted loss per share is the same as the basic loss per share as the loss for the year has an anti-dilutive effect.

 2018
$000
2017
$000
Gross profit before depreciation, depletion, amortisation and impairment942180
EPS on gross profit before depreciation, depletion, amortisation and impairment (USD)0.00660.0015
Reconciliation from gross loss to gross profit before depletion, depreciation, AMORTISATION AND IMPAIRMENT  
Gross (loss)/profit37429
ADD BACK:  
Exploration2895
Well impairment32
Depletion, depreciation and amortisation238146
Gross profit before depreciation, depletion, amortisation and impairment942180

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

W Resources Plc – La Parrilla Update

Highlights

·      Primary construction of La Parrilla Concentrator Spiral and Shaking table buildings complete with smaller Floatation Magnetic and Electrostatic Separation building (“FME Building”) completion in early July

·      Commissioning set to commence in mid-July following installation of the Motor Control Centre (“MCC”)

·      Crusher and Jig plants commissioned and operating on mined ore near design capacity levels

·      Production in line with guidance following move to 24 hour operation and increase in mine feed grades

W Resources Plc (AIM:WRES), the tungsten, tin and gold mining company with assets in Spain and Portugal, is pleased to confirm that construction completion of the La Parrilla concentrator is imminent with the commencement of commissioning on track for July 2019.

The La Parrilla concentrator is comprised of three buildings.   Primary equipment installation and construction is complete for the Spirals and Shaking table buildings, and the small FME Building is on track for primary construction completion next week following installation of the filter press.

As previously confirmed, the MCC will be delivered mid-July and electrical cabling is advancing ahead of delivery to allow rapid tie in of the MCC and commencement of commissioning in July.

Commissioning of the jig and mill is proceeding well.   The jig is upgrading crushed ore grades and rejecting waste mass in line with expectations.   Pre concentrate from the jig is being trucked to the existing La Parrilla concentrator which has now moved to 24 hour operation.   Production for July remains in line with previous guidance of 20 tonnes of WO3 concentrate.

Michael Masterman, Chairman of W Resources commented: “W Resources completed the Blackrock debt financing in May 2018 and it is a great credit to our team and suppliers that some 14 months later we are on the cusp of construction completion and have commissioned the crusher, jig, LNG power plant and other major non plant equipment.

“Construction completion of the Spiral and Shaking table buildings is an important milestone for W Resources and the third FME Building will be complete shortly. Priority now moves to completion of electrical cabling and tie in to the MCC which will be delivered mid-July.”

Enquiries:

W Resources Plc
Michael Masterman
T: +44 (0) 20 7193 7463
www.wresources.com  
Grant Thornton UK LLP
Colin Aaronson / Seamus Fricker
T: +44 (0) 20 7383 5100  
Joint Broker
Turner Pope Investments (TPI) Ltd
Andy Thacker
T: +44 (0) 203 621 4120
www.turnerpope.com
Joint Broker
Alternative Resource Capital / Shard Capital
Alex Wood
T:+44 (0) 207 186 9004
www.altrescap.com
Damon Heath
T:+44 (0) 207 186 9952www.shardcapital.com
Gable Communications
Justine James
T: +44 (0) 20 7193 7463
M: +44 (0) 7525 324431

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Georgian Mining Corporation – Final Results

Georgian Mining Corporation announces its final results for the year ended 31 December 2018.

Mike Struthers, CEO, commented, “The only issue holding us back is the exploration permit delay with the government in Georgia. The company continues to explore all avenues for resolving the application, and to engage with senior government officials and other influential parties to try to solicit an outcome.  The extreme delay in the Georgian government awarding the permit is clearly unacceptable, with an absence of any formal feedback to the Company. 

Outside of the Georgian government our direct engagement on the issue presently includes the British Ambassador and Embassy staff in Georgia; the British Government via its Trade Envoy to Georgia and Armenia; the Georgian Ambassadors to the United Kingdom and Canada; and selected British companies who are already successfully established and influential in Georgia and the region.

Recent political unrest in Georgia is most unfortunate and we hope for Georgia’s sake that it can be resolved peacefully very soon. It only indirectly impacts on the company’s permit application through being a distraction for senior government officials as the country responds to the challenge.

In terms of costs and treasury, the Directors and Executive staff have not received any compensation for their strenuous efforts on behalf of the company since May 2019, and this situation continues.  Given the continued delays and resulting poor performance of the company the Board concluded it was appropriate to write-off their Directors fees owing since May 2018, with the exception of the Chief Executive who wrote off part of his fees.  The total write-off since May 2018 is £275,000.

Furthermore, the company has made progressive reductions in operating costs both in Georgia and corporately as the permit delay has continued.  This has regrettably now included reductions in non-core roles and staff redundancies.  We continue to maintain our small team in country, at a low cost, in the hope the permit will be awarded in the near future and to enable us to commence work rapidly.

In terms of newsflow, I recognise the desire of many shareholders for more regular updates on the company’s activities in respect of the exploration permit application. However, because of the political dimensions behind the permit delay many of the initiatives the company is pursuing cannot be publicised since this would undermine those very initiatives. It is a frustrating situation but that is the reality.  We continuously look for opportunities to share news with shareholders, but I ask for continued understanding. 

A combination of initiatives has been successful in raising the permit issue to a high priority in the Georgian government, and I hope to be able to report positive progress in the near future.”

The annual report and accounts for the year ended 31 December 2018 will be posted to shareholders today.

The annual report and accounts for the year ended 31 December 2018 are available for download on the Company’s website, www.georgianmining.com.

Shareholders will be advised separately of the timing for the Annual General Meeting of the Company.

Chairman’s Report

Key Achievements

The last twelve months have undoubtedly been a challenging period for the Company as we have continued to try to resolve the delay in being granted the exploration permit extension within our 30-year mining concession in Georgia.  This application has been in the hands of government since June 2018.  A number of governmental changes have occurred which have hindered resolving the application, including a change in the Prime Minister and cabinet in mid-2018, delays in some new ministers commencing their roles, and the Presidential elections later in the year.  But regardless we continue to be successful in regularly engaging with senior levels of government, and in raising the profile of the Company in the wider business community in Georgia.

As a result of these continued delays, the Directors have concluded that the Georgian exploration assets no longer fully meet the capitalisation criteria under IFRS 6 and have recognised an impairment provision against these assets until the good standing of the exploration permits is resolved. This impairment will be revered once the permits have been renewed.

The team in Georgia have continued to add value through desktop work, initially focussed on the Kvemo Bolnisi East (“KBE”) and West (“KBW”) projects, then moving on to Dambludi and Tsitel Sopeli, and also stepping out to confirm regional datasets and regional models for more specific drill targeting.

The KBE desktop work was a complete review and revision of the sample data to confirm there were no issues for the data to be used as the final drill planning dataset and that the final drill plan as proposed was the best infill program to confirm the new geological model. Wireframes were also revised, focusing on the lithology and metal distributions within the lithologies and structures. An important aspect is the supergene mineralization and the complex interaction of the various copper species, and the resulting detailed understanding now provides the highest confidence for resource sign-off.

The KBE work then expanded into a KBW review which assisted the infrastructure study so that early mining of KBE would not inadvertently sterilize the potential to expand the general Kvemo Bolnisi area prospects.  This work led to further remote sensing geophysics which developed drill targets immediately adjacent to KBE and which, if successful in generating an expanded resource, would be quickly incorporated into a KBW mining plan in parallel with KBE.

An important aspect of all of the above was integrating the Georgian staff into the detailed technical planning and including the professional use of software in planning, confirming and presenting data for ground truthing and drill planning.

Work on Tsitel Sopeli focussed on database verification and a detailed line-by-line review of all Soviet and post-Soviet data, which will be the base for the maiden JORC-compliant resource.  This is ongoing as at the date of reporting. 

The Dambludi work extended the same data verification reviews to geological modelling, given the combination of available drilling and underground development assays and geology mapping data. The resulting detailed geological model is a significant improvement over earlier work, and provided the basis for then investigating how metal distribution is related to detailed geology, and hence definition of the best value drilling programme going forwards.

Financial Results

During the year, as a result of renegotiating of certain terms within the Joint Venture agreement, including board composition of the JV company, for accounting purposes the Company was no longer considered to control the JV and as a result the JV company is no longer consolidated.

As an exploration and development group which has no revenue we are reporting a loss for the twelve months ended 31 December 2018 of £8,785,533 (31 December 2017: loss of £2,382,476). The increase in the loss is largely as a result of the impairment charge on the Georgian projects and on loans made to the JV of £4,185,028 (2017: £Nil) and a share of loss from Joint Venture of £3,994,585 (2017: £Nil) in relation to the Georgian assets.

The Group’s cash position at the date of signing this report is £420,000.

Outlook

Beyond the obvious priority of resolving the extraordinary delay in awarding the exploration permit extension, the Company’s strategy is essentially unchanged, that is:

1.     To press ahead with the continued development of the KBE Project through the execution of the detailed work programme.

2.     In parallel, to validate historical data and further progress target testing and resource development work on the Tsitel Sopeli and Dambludi projects, and to test other targets in the wider license area.  There are over a dozen known targets with significant resource potential, and we have an excellent opportunity for developing a pipeline of gold-copper projects all within reach of established processing facilities.

3.     Acquiring new assets – The Company has continued to examine other opportunities both in Georgia and within the regional Tethyan Belt.

Preliminary plans have been prepared for the development of the KBE, Tsitel Sopeli and Dambludi projects which indicate the potential to create three new mines in the region within 5-6 years.  We are particularly excited about the potential at Tsitel Sopeli which has the potential to be a world-class gold project, yet historical drilling did not test the highest-grade “bonanza” gold zones at depth that characterise this type of low-sulphidation epithermal gold system.

Other key elements in the future work programme are the advancement of environmental studies for the KBE project, and executing a robust CSR programme with local communities and stakeholders.

I would like to thank our Shareholders for their support as well as the Board and Advisors for all their hard work and commitment during what has been a challenging year. We are excited by the opportunity for Georgian Mining to play a key role in developing the highly prospective mineral potential of Georgia to the benefit of our Shareholders and the country.

Neil O’Brien

Non-Executive Chairman

28 June 2019

CONSOLIDATED STATEMENT OF FINANCIAL POSITION                                                              

As at 31 December 2018

  Group
 Note2018£2017£
Non-Current Assets   
Property, plant and equipment834,042162,535
Investment in joint venture23
Intangible assets910,472,718
  34,04210,635,253
Current Assets   
Trade and other receivables10141,105381,555
Cash and cash equivalents11525,3542,569,997
  666,4592,951,552
Total Assets 700,50113,586,805
Current Liabilities   
Trade and other payables12242,701413,080
  242,701413,080
Total Liabilities 242,701413,080
Net Assets 457,80013,173,725
Equity attributable to owners of the Parent   
Share capital13
Share premium 1338,904,33738,880,612
Reverse acquisition reserve (18,845,147)(18,845,147)
Other reserves14136,020384,099
Retained losses (19,737,410)(11,033,204)
Total equity attributable to owners of the Parent 457,8009,386,360
Non-controlling interest 3,787,365
Total Equity 457,80013,173,725

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                                                    

As at 31 December 2018

  Group
Continuing OperationsNoteYear ended 31 December 2018                     £Year ended 31 December 2017                     £
Revenue6213,265
Cost of sales 
Gross profit 213,265
Administration expenses7(1,420,729)(1,909,711)
Loss on deconsolidation of subsidiary24(265,094) 
Other gains / (losses) 16866,638(472,870)
Impairment of intangible assets and amounts due from joint venture9,10(4,185,028)
Operating Loss (4,790,948)(2,382,581)
Finance income19105
Share of net loss of joint venture accounted for using equity method23(3,994,585)
Loss before Taxation (8,785,533)(2,382,476)
Income tax20
Loss for the year  (8,785,533)(2,382,476)
Loss attributable to:   
–   owners of the Parent (8,774,021)(2,260,603)
–   non-controlling interests (11,512)(121,873)
Loss for the year (8,785,533)(2,382,476)
Other Comprehensive Income:   
Items that may be subsequently reclassified to profit or loss   
Exchange differences on translating foreign operations 448,800(345,659)
Total Comprehensive Income (8,336,733)(2,728,135)
Attributable to:   
–   owners of the Parent (8,542,591)(2,875,242)
–   non-controlling interests 205,858147,107
Total Comprehensive Income (8,336,733)(2,728,135)
    
Earnings per share (pence) from continuing operations attributable to owners of the Parent – Basic & Diluted21(7.647)(2.232)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the year ended 31 December 2018

 Attributable to Equity Shareholders  
 Share premium£Reverse acquisition reserve£Other reserves£Retained losses£Total£Non-controlling interest£Total equity£ 
As at 1 January 201733,653,273(18,845,147)838,470(8,772,601)6,873,9953,640,25810,514,253 
Loss for the year(2,260,603)(2,260,603)(121,873)(2,382,476) 
Other comprehensive income        
Exchange differences on translating foreign operations(614,639)(614,639)268,980(345,659) 
Total comprehensive income for the year(614,639)(2,260,603)(2,875,242)147,107(2,728,135) 
Transactions with owners        
Issue of ordinary shares5,463,9415,463,9415,463,941 
Issue costs(236,602)(236,602)(236,602) 
Share Option charge160,268160,268160,268 
Total transactions with owners5,227,339160,2685,387,6075,387,607 
As at 31 December 201738,880,612(18,845,147)384,099(11,033,204)9,386,3603,787,36513,173,725 
As at 1 January 201838,880,612(18,845,147)384,099(11,033,204)9,386,3603,787,36513,173,725 
Loss for the year(8,774,021)(8,774,021)(11,512)(8,785,533) 
Other comprehensive income        
Exchange differences on translating foreign operations231,430231,430217,370448,800 
Total comprehensive income for the year231,430(8,774,021)(8,542,591)205,858(8,336,733) 
Transactions with owners        
Issue of ordinary shares23,72523,72523,725 
Share Option charge(12,634)168(12,466)(12,466) 
Expiry of share options (69,647)69,647 
Deconsolidation of Georgian Copper and Gold(397,228)(397,228)(3,993,223)(4,390,451) 
Total transactions with owners23,725(479,509)69,815385,969(3,993,223)(4,379,192) 
As at 31 December 201838,904,337(18,845,147)136,020(19,737,410)457,800457,800 

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2018

  Group 
 Note2018£2017£ 
Cash flows from operating activities    
Loss before taxation (8,785,533)(2,382,476) 
Adjustments for:    
Share option expenses 12,446160,268 
Share based payments 57,061 
Share of loss on joint venture 3,994,585 
Loss on deconsolidation of Georgian Copper & Gold 265,094 
Depreciation 23,09235,593 
Impairment of intangible asset 4,185,028 
Decrease/ (increase) in trade and other receivables 90,84534,650 
Increase in trade and other payables 141,058106,960 
Foreign exchange (889,814)(12,176) 
Net cash used in operating activities (963,199)(2,000,120) 
Cash flows from investing activities    
Interest received  
Loans granted to joint venture partners (801,929)  
Purchase of property, plant & equipment (2,815)(70,400) 
Additions to exploration and evaluation intangible (287,245)(2,189,076) 
Decrease in cash on deconsolidation (13,180) 
Net cash used in investing activities (1,105,169)(2,259,476) 
Cash flows from financing activities    
Proceeds from issue of shares 23,7255,406,881 
Cost of share issue (236,602) 
Net cash generated from financing activities 23,7255,170,279 
Net increase in cash and cash equivalents (2,044,643)910,683 
Cash and cash equivalents at beginning of year 2,569,9971,659,314 
Cash and cash equivalents at end of year11525,3542,569,997 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2018

ACCOUNTING POLICIES

1.   General Information

The principal activity of Georgian Mining Corporation (“the Company”) and its subsidiaries (together “the Group”) is to implement its mineral exploration strategy to advance projects towards defining a sufficient in-situ mineral resource to support a detailed feasibility study towards mine development and production.

The Company’s shares are traded on AIM, a market operated by the London Stock Exchange. The Company is incorporated in the British Virgin Islands and domiciled in the United Kingdom.

The address of its registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, BVI.

2.   Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1  Basis of Preparation of Financial Statements

The Group Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union applicable to companies under IFRS. The Group Financial Statements have been prepared under the historical cost convention.

The Financial Statements are presented in UK Pounds Sterling rounded to the nearest pound.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates.  It also requires management to exercise its judgement in the process of applying the Group’s Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in Note 4.

2.2  Changes in accounting policy and disclosures

(a) New and amended standards mandatory for the first time for the financial periods beginning on or after 1 January 2018

As of 1 January 2018 the Group has adopted IFRS 9 and IFRS 15.

The Group adopted IFRS 9, Financial Instruments (‘IFRS 9’), which replaced IAS 39, Financial Instruments: Recognition and Measurement. IFRS 9 addresses the classification, measurement and recognition of financial assets and liabilities.

The Group reviewed the financial assets and liabilities reported on its Statement of Financial Position and completed an assessment between IAS 39 and IFRS 9 to identify any accounting changes. The financial assets subject to this review were trade and other receivables and financial assets held at fair value through profit or loss. The financial liabilities subject to this review were the trade and other payables. Based on this assessment of the classification and measurement model, there were no changes to classification and measurement other than changes in terminology.

IFRS 15 requires an expected quantitative impact of the application of IFRS 15 to be included within the financial statements. Management service income recognition is not considered to change as a result of the transition to IFRS 15. The Group has no other revenue sources.

Of the other IFRSs and IFRICs adopted in 2018, none have had a material effect on future Groups Financial Statements.
 

(b) New standards, amendments and Interpretations in issue but not yet effective or not yet endorsed and not early adopted

Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:

Standard  Impact on initial applicationEffective date
IFRS 16Leases1 January 2019
IFRS 9 (Amendments)Prepayment features with negativecompensation1 January 2019
IAS 28 (Amendments)Long term interests in associates and joint ventures1 January 2019
2015-2017 CycleAnnual improvements to IFRS Standards1 January 2019
IFRS 3 (Amendments)Business combinations*1 January 2020

*subject to EU endorsement

Of the other IFRSs and IFRICs, none are expected to have a material effect on future Group financial statements.

2.3  Basis of Consolidation

The Group Financial Statements consolidate the Financial Statements of Georgian Mining Corporation and the financial statements of all of its subsidiary undertakings made up to 31 December 2018.

Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Where an entity does not have returns, the Group’s power over the investee is assessed as to whether control is held. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Below is a summary of subsidiaries of the Group:

Name of subsidiaryPlace of businessParent companyRegistered capitalShare capital heldPrincipal activities
Kibe Investments No.2 LimitedBritish Virgin IslandsGeorgian Mining CorporationOrdinary shares US$12100%Dormant
Noricum Gold AT GmbHAustriaKibe Investments No.2 LimitedOrdinary shares €35,000100%Exploration
GMC Investments LimitedBritish Virgin IslandsGeorgian Mining CorporationOrdinary shares US$1100%Dormant
European Mining Services LimitedUnited KingdomGeorgian Mining CorporationOrdinary shares£1100%Mining Services

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting

policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.


On 18 March 2018, the Group entered into a Deed of Variation with its joint venture partner Georgian Copper & Gold. As a result, the Company lost control of Georgian Copper & Gold and it was deconsolidated from the financial statements as at the date of the Deed of Variation.

The Directors remain confident that this exploration permit extension will be granted in due course however, as a result of this process having been ongoing now for over 12 months, the Directors have taken the decision that in order to comply with the requirements of IFRS 6, Exploration for and Evaluation of Mineral Resources, to fully impair the carrying value of the Georgian exploration assets as at 31 December 2018. IFRS 6 includes certain triggers that prima facie, indicate that an impairment should be considered. One of these triggers is “The period for which the entity has the right to explore in the specific area has expired during the period, or will expire in the near future, and is not expected to be renewed.” While the Directors are still confident that the renewal will be forthcoming, it has been deemed that the prudent and conservative approach given the extended delay, is to fully impair the carried forward exploration and evaluation asset. This has resulted in an impairment charge of approximately £4.2 million and a share of loss from JV of £4 million for the financial year ended 31 December 2018.

2.4  Going Concern

The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Chairman’s Report from page 3. In addition, Note 3 to the Financial Statements includes the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; and details of its exposure to credit and liquidity risk.

The Financial Statements have been prepared on a going concern basis. Although the Group’s assets are not generating steady revenue streams, an operating loss has been reported and an operating loss is expected in the 12 months subsequent to 31 December 2018, the Directors believe that the Group has sufficient funds to meet its immediate working capital requirements and undertake its targeted operating activities over the next 12 months from the date of approval of these Financial Statements. Whilst the negotiations to extend the exploration permits are ongoing, the Group has ceased exploration work in Georgia and reduced expenditure to preserve cash in the short term.

The Group has financial resources which, the Directors believe, will be sufficient to fund the Group’s committed expenditure both operationally and on specific exploration projects for the next 12 months.  However, in order to complete other exploration work, including additional exploration and development subsequent to the expected renewal of the exploration permit, as well as additional work over the life of existing projects and also to meet minimum spend requirements for existing projects after 12 months from the date of approval of these Financial Statements, additional funding will be required. In addition, the Group has significantly reduced its working capital requirements and has ceased expenditure on exploration as existing funds are not sufficient. The amount of funding required cannot be reliably estimated at the point of approval of these Financial Statements and the Group will need to raise additional funds either via an issue of equity or through the issuance of debt. The auditors have included a ‘Material Uncertainty’ paragraph in their audit report as a result of this uncertainty.

The Directors have, in the light of all the above circumstances, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Group Financial Statements.

2.5  Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

Segment results, include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

2.6  Foreign Currencies

(a) Functional and presentation currency

Items included in the Financial Statements of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The functional currency of the Company is Sterling, the functional currency of the BVI subsidiaries is US Dollars and the functional currency of the Austrian subsidiary is Euros. The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the Company’s functional and the Group’s presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement.

(c) Group companies

The results and financial position of all the Group’s entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·    assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position;

·    income and expenses for each statement of comprehensive income presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

·    all resulting exchange differences are recognised in other comprehensive income where material.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the income statement as part of the gain or loss on sale.

2.7  Intangible Assets

Exploration and evaluation assets

The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets, relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.

Exploration and evaluation assets are recorded and held at cost.

Exploration and evaluation assets are assessed for impairment annually or when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas. IFRS 6 permits impairments of exploration and evaluation expenditure to be reversed should the conditions which led to the impairment improve. The Group continually monitors the position of the projects capitalised.

Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the associated expenditures are written off to the Income Statement.

2.8  Property, Plant and Equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

Computer equipment – 20 to 50% straight line

Field equipment – 20 to 50% straight line

Vehicles – 20% straight line

All assets are subject to annual impairment reviews. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replacement part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.

The asset’s residual value and useful economic lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within ‘Other net gains / (losses)’ in the income statement.

2.9  Impairment of non-financial assets

Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment.  An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

Non-financial assets that suffered impairment (except goodwill) are reviewed for possible reversal of the impairment at each reporting date.

2.10 Financial Assets

(a) Classification

The Group classifies its financial assets in the following categories: at amortised cost including trade receivables and other financial assets at amortised cost,  The classification depends on the purpose for which the financial assets were acquired.  Management determines the classification of its financial assets at initial recognition.

(b) Recognition and measurement

Amortised cost

Trade and other receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at fair value. The group holds the trade and other receivables with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.

The group classifies its financial assets as at amortised cost only if both of the following criteria are met: 

·      the asset is held within a business model whose objective is to collect the contractual cash flows; and 

·      the contractual terms give rise to cash flows that are solely payments of principle and interest. 

(c)  Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity.

At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

(d)           Derecognition

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. This is the same treatment for a financial asset measured at FVTPL.

2.11 Financial Liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Trade and other payables

 After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are derecognised, as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income.

Derecognition

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income.

2.12 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand.

2.13 Taxation

Tax for the period comprises current and deferred tax.  Tax is recognised in the income statement, except to the extent that it relates to items recognised directly in equity.  In this case the tax is also recognised directly in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company’s subsidiaries and associates operate and generate taxable income.  Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.  It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss.  Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally the group is unable to control the reversal of the temporary difference for associates. Only where there is an agreement in place that gives the group the ability to control the reversal of the temporary difference not recognised.

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

There has been no tax credit or expense for the period relating to current or deferred tax.

2.14 Share Capital, share premium and other reserves

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity, as a deduction, net of tax, from the proceeds provided there is sufficient premium available. Should sufficient premium not be available placing costs are recognised in the Income Statement.

Other reserves consists of the share option reserve and the foreign exchange translation reserve.

2.15 Reverse acquisition reserve

The reverse acquisition reserve arose on the acquisition of Kibe Investments No. 2 Limited in 2010. There has been no movement in the reserve since that date.

2.16 Share Based Payments

The Group operates a number of equity-settled share-based schemes, under which the entity receives services from employees or third party suppliers as consideration for equity instruments (shares, options and warrants) of the Group.  The Group may also issue warrants to share subscribers as part of a share placing. The fair value of the equity-settled share based payments is recognised as an expense in the income statement or charged to equity depending on the nature of the service provided or instrument issued.  The total amount to be expensed or charged in the case of options is determined by reference to the fair value of the options or warrants granted:

·      including any market performance conditions;

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

·      including the impact of any non-vesting conditions (for example, the requirement for employees to save).

In the case of shares and warrants the amount charged to the share premium account is determined by reference to the fair value of the services received if available. If the fair value of the services received is not determinable the shares are valued by reference to the market price and the warrants are valued by reference to the fair value of the warrants granted as described previously.

Non-market vesting conditions are included in assumptions about the number of options or warrants that are expected to vest. The total expense or charge 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-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement or equity as appropriate, with a corresponding adjustment to another reserve in equity.

When the warrants or 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 warrants or options are exercised.

2.17 Operating Leases

Leases of assets under which a significant amount of the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Operating lease payments are charged to the income statement on a straight-line basis over the period of the respective leases.

2.18 Revenue Recognition

Revenue is recognised in respect of amounts recharged to project strategic partners in accordance with their contractual terms. Revenue is also generated from management and consulting services to third parties.

The Group derives revenue from the transfer of services overtime and at a point in time in the service lines detailed below. Revenues from external customers come from consulting services.

The Group provides management services to subsidiary undertakings for a fixed monthly fee. Revenue from providing services is recognised in the accounting period in which the services are rendered. Efforts to satisfy the performance obligation are expended evenly throughout the performance period and so the performance obligation is considered to be satisfied evenly over time.

2.19 Finance Income

Finance income consists of bank interest on cash and cash equivalents which is recognised using the effective interest rate method.

3.   Financial Risk Management

3.1  Financial Risk Factors

The Group’s activities expose it to a variety of financial risks being market risk (including, interest rate risk, currency risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

Market Risk

(a) Foreign currency risks

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD and Euros against the UK pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group negotiates all material contracts for activities in relation to its subsidiary in USD and Euros. The Directors will continue to assess the effect of movements in exchange rates on the Group’s financial operations and initiate suitable risk management measures where necessary.

(b) Price risk

The Group is not exposed to commodity price risk as a result of its operations, which are still in the exploration phase. Other than insignificant consulting revenue, the only revenue relates to revenue charged to the joint venture JSC Georgian Copper & Gold. The Directors will revisit the appropriateness of this policy should the Group’s operations change in size or nature.

The Group has no exposure to equity securities price risk, as it has no listed equity investments.

(c) Interest rate risk

As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group’s interest rate risk arises from its cash held on short-term deposit, which is not significant.

Credit Risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables.

The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

Liquidity Risk

In keeping with similar sized mineral exploration groups, the Group’s continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed. In May 2019, the Company raised £380,000 which will fund the Group for the next 12 months. Controls over expenditure are carefully managed.

3.2  Capital Risk Management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for shareholders and to enable the Group to continue its exploration and evaluation activities.  The Group has no debt at 31 December 2018 and defines capital based on the total equity of the Company being £943,052. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.

4.   Critical Accounting Estimates and Judgements

The preparation of the Group Financial Statements in conformity with IFRSs requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant items subject to such estimates and assumptions include, but are not limited to:

Impairment of exploration and evaluation costs

Exploration and evaluation costs have a carrying value at 31 December 2018 of £Nil (2017: £10,472,718): refer to Note 9 for more information. The Group has a right to renew exploration permits and the asset is only depreciated once extraction of the resource commences. Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in Note 2.7. Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned during the year warrant further exploration expenditure and have the potential to result in an economic discovery.  This review takes into consideration the expected costs of extraction, long term metal prices, anticipated resource volumes and supply and demand outlook.  In the event that a project does not represent an economic exploration target and results indicate there is no additional upside, a decision will be made to discontinue exploration.

The Directors have reviewed the estimated value of each project prepared by management and have concluded that the project in Georgia be impaired to £Nil. The Georgian exploration asset was impaired in full due to the ongoing exploration licence negotiations. The Group applied for an extension to this licence on 10 October 2017 however are still awaiting an outcome. As a result of the uncertainty the Directors have determined its appropriate to impair the asset to £Nil until further notice.

Share based payment transactions

The Group has made awards of options and warrants over its unissued share capital to certain Directors and employees as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and to suppliers for various services received.

The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates.  These assumptions have been described in more detail in Note 15.

Control of Georgian Copper and Gold

Judgement is required to determine whether the Group has control over its subsidiaries. Georgian Copper and Gold is 50% owned but management are of the opinion that they no longer have control of the entity. On 18 March 2018, the Company entered into a Deed of Variation with its joint venture partner in Georgian Copper & Gold (“GCG”) in relation to the ongoing operations of the operating company, future work programmes and budgets. As a result, both shareholders now have equal representation on the board of GCG and therefore, from that date, the subsidiary was derecognised and the ongoing 50% ownership accounted for as a joint venture in accordance with IFRS 11. 

Carrying value of  investment in joint ventures

As above, during the year the Group lost control of GCG and accounted for the joint arrangement relationship as an investment in  joint venture. On initial recognition on the 18 March 2018, the carrying value of the investment in joint venture was £3,994,585. The equity accounting for the joint venture meant that the share of loss of the joint venture was in excess of the carrying value and as such the amount was written down to £Nil. No liability has been recognised for the loss in excess of the carrying value as the Group does not have an obligation to pay for these losses.

5.   Segmental Information

As at 31 December 2018, the Group operates in three geographical areas, the UK, Austria and Georgia. The Parent Company operates in one geographical area, the UK. Activities in the UK are mainly administrative in nature whilst activities in Austria relate to exploration and evaluation work. As from 18 March 2018, the Group no longer has control of Georgian Copper and Gold (refer to note 4) and as a result the below segmental information only includes information from this entity up until this date. The reports used by the chief operating decision maker are based on these geographical segments.

The Group generated revenue of £213,265 during the year ended 31 December 2018 (2017: £nil).

2018Georgia £Austria £UK £Total £
     
Revenue213,265213,265
Administrative expenses (36,518)(880)(1,383,331)(1,420,729)
Other gains/(losses)800,24166,397866,638
Impairment of intangible assets(3,706,915)(478,113)(4,185,028)
Loss on deconsolidation of subsidiary(265,094) (265,094)
Share of loss from Georgian Copper and Gold(3,994,585)(3,994,585)
Loss from operations per reportable segment(7,202,871)(880)(1,581,782)(8,785,533)
Additions to non-current assets2,8152,815
Reportable segment assets18,626691,874700,501
Reportable segment liabilities5,246237,455242,701

Segment assets and liabilities are allocated based on geographical location.

2017Georgia £Austria£UK £Total £
     
Revenue
Administrative expenses (271,422)(45,101)(1,593,188)(1,909,711)
Other gains/(losses)(312,742)(160,128)(472,870)
Loss from operations per reportable segment(584,164)(45,101)(1,753,316)(2,382,581)
Additions to non-current assets2,023,197236,3862,259,476
Reportable segment assets10,488,14011,7403,086,92513,586,805
Reportable segment liabilities35,7929,225368,063413,080

A reconciliation of adjusted loss from operations per reportable segment to loss before tax is provided as follows:

 2018 £2017 £
Loss from operation per reportable segment(8,785,533)(2,382,581)
– Finance income105
Loss for the year before taxation(8,785,533)(2,382,476)

6.   Revenue

 20182017
 ££
Operational services 207,575
Geological consulting services5,690
 213,265

Operational services are services are recharged by European Mining Services which include salaries, sample preparation and assay costs and consulting fees. All operational services were invoiced to Georgian Copper and Gold JSC and as of 18 March 2018 they are no longer eliminated on consolidation.

7.   Expenses by Nature

 2018 £2017 £
   
Directors’ fees100,323142,750
Employee salaries48,273139,135
Fees payable to the Company’s auditors for the audit of the Parent Company and group financial statements40,000 42,325 
Professional, legal and consulting fees294,841531,744
Accounting related services11,14737,369
Insurance35,05731,734
Office and administrative expenses85,82282,027
Depreciation23,09235,593
Travel and subsistence 80,019184,528
AIM related costs including investor relations191,167236,662
Share option expense12,446160,268
Operations related costs (Georgia)400,760213,096
Other expenses97,78272,480
Total administrative expenses1,420,7291,909,711

8.   Property, Plant and Equipment

    
  Motor Vehicles £Field equipment £Computer equipment£Total
£
 
Cost      
As at 1 January 2017 46,94266,25345,378158,573 
Additions 14,76347,4618,17670,400 
Exchange differences (3,035)(1,656)(4,691) 
As at 31 December 2017 58,670113,71451,898224,282 
Additions 2,8152,815 
Disposals   (5,312)(5,312) 
Disposals on deconsolidation (60,082)(48,604)(24,430)(133,116) 
Exchange differences 1,4121,1435743,129 
As at 31 December 2018 66,25325,54591,798 
       
Depreciation      
As at 1 January 2017 4,79811,03210,77526,605 
Charge for the year 9,08617,9138,59435,593 
Exchange differences (310)(141)(451) 
As at 31 December 2017 13,57428,94519,22861,747 
Charge for the year 1,65214,7486,69223,092 
Disposals      
Disposals on deconsolidation (15,553)(6,271)(5,810)(27,634) 
Exchange differences 327112112551 
As at 31 December 2018 37,53420,22257,756 
Net book value as at 31 December 2017 45,09684,76932,670162,535 
Net book value as at 31 December 2018 28,7195,32334,042 

9. Intangible Assets

  
Exploration & Evaluation Assets at Cost and Net Book Value2018£2017£
Balance as at 1 January 10,472,7188,612,883
Additions287,2452,189,076
Disposal on deconsolidation (7,857,313) 
Impairment(3,125,702)
Foreign currency differences223,052(329,241)
As at 31 December10,472,718

As part of the acquisition of GMC Investments Limited, the Group entered into a Shareholder Agreement with Caucasian Mining Group Limited (“CMG”), the partner in JSC Georgian Copper and Gold. The details of the agreement were such that CMG would transfer the exploration and mining licenses for the Georgian sites into Georgian Copper and Gold, which were considered to have a fair value of US$6m, while the Group would commit to paying the expenditure requirements on the operations over a two year period from the date of the licence transfer date of December 2015, which is also US$6m. As a result, the Group recognised the fair value of the licenses of US$6m, which translated to £4.2m, as an exploration and evaluation asset.

Exploration projects Georgia are at an early stage of development and as at 31 December 2018, although a JORC (Joint Ore Reserves Committee) compliant resource estimate is available at Kvemo Bolnisi East, much of the licence area is still subject to further early stage exploration. The Directors therefore undertook an assessment of the following areas and circumstances which could indicate the existence of impairment:

•     The Group’s right to explore in an area has expired, or will expire in the near future without renewal.

•     No further exploration or evaluation is planned or budgeted for.

•     A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves.

•     Sufficient data exists to indicate that the book value m not be fully recovered from future development and production.

The application for the extension to the current exploration permit within the 30 year Mining Licence held by Georgian Copper and Gold JSC, was submitted in June 2018 and the renewal still pending. The Group, along with its JV partner Caucasian Mining Group, have continued to try to resolve the delay in being granted the exploration permit extension within our 30-year mining concession in Georgia.  This application has been in the hands of government since June 2018.  A number of governmental changes have occurred which have hindered resolving the application, including a change in the Prime Minister and cabinet in mid-2018, delays in some new ministers commencing their roles, and the Presidential elections later in the year. 

As a result of these continued delays, the Directors have concluded that the Georgian exploration assets no longer fully meet the capitalisation criteria under IFRS 6 and have recognised an impairment provision against these assets until the good standing of the exploration permits is resolved.

As the Group is still awaiting an outcome on the exploration extension, the Directors determined it was reasonable to impair the asset in full until further notice.

10. Trade and Other Receivables

  
 2018£2017£ 
Trade receivables39,748 
VAT receivable9,610180,376 
Prepayments36,56957,287 
Other receivables55,178143,892 
 141,105381,555 

Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above. These assets, excluding prepayments, are the only form of financial asset within the Group, together with cash and cash equivalents.

Other receivables relate to amounts owing from the issue of shares.

Following the directors assessment of the Gerogian exploration assets and subsequent impairment, the amount due by the Group from its joint venture, GCG, of £975,679, was impaired to £nil.

The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:

   
 2018£2017£
   
UK Pounds138,811227,855
Euros2,2941,820
Georgian Lari151,880
 141,105381,555
    

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.

11. Cash and Cash Equivalents

  
 2018£2017£
Cash at bank and in hand525,3542,569,997

All of the Group’s cash at bank is held with institutions with an AA credit rating.

12. Trade and Other Payables

   
 2018£2017£ 
Trade payables110,205278,457 
Other payables2,6829,040 
Accrued expenses129,814125,583 
 242,701413,080 

13. Share Capital and Share Premium

On 15 December 2010 the shareholders approved the removal of the Company’s authorised share capital and so there is no limit on the number of shares the Company is authorised to issue. On that date the shareholders also approved the removal of the nominal value of the shares, as permitted under local company legislation. As such all amounts raised are considered to be share premium.

Issued share capital

GroupNumber of sharesOrdinary shares£Share premium£Total£ 
At 1 January 201780,424,85333,653,27333,653,273 
Issue of new shares – 23 May 2017 (1)34,149,6385,227,3395,227,339 
At 31 December 2017114,574,49138,880,61238,880,612 
Exercise of warrants – 26 January 2018 182,50023,72523,725
At 31 December 2018114,756,99138,904,33738,904,337 

(1)   Includes issue costs of £236,602

On 26 January 2018 the Company issued and allotted 182,500 new Ordinary Shares at a price of 13 pence per share following an exercise of warrants.

14. Other reserves

  
 2018£2017£ 
Foreign currency translation reserve(225,384)(34,673) 
Share option Reserve361,404418,772 
 136,020384,009 

Foreign currency translation reserve – the foreign currency translation reserve represents the effect of changes in exchange rates arising from translating the financial statements of subsidiary undertakings into the Company’s presentation currency.

Share option reserve – the share option reserve represents the fair value of share options and warrants in issue. The amounts included are recycled to share premium  on exercise or recycled to retained earnings on expiry.

15.  Share Based Payments

Warrants and options outstanding at 31 December 2018 have the following expiry dates and exercise prices:

    Shares
Grant dateExpiry dateExercise price in £ per share 20182017 
28 January 201621 January 20180.1300 182,500 
1 July 20161 July 20180.1800 55,866 
20 July 201620 July 20210.1400 5,000,0005,000,000 
15 November 201616 November 20180.1000 170,000 
30 January 20173 March 20220.1200 1,900,0001,900,000 
22 June 201721 July 20220.1825 3,300,0003,300,000 
30 July 201826 July 20230.1400 1,000,000 
30 July 201826 July 20230.2000 1,000,000 
    12,200,00010,608,366 
 2017 Warrants2017 Warrants2018 Warrants
Granted on:30/01/2017 22/06/201730/07/2018
Life (years)5.2 years5 years5 years
Share price on grant date8.8p17.7p9.35p
Risk free rate0.57%0.57%0.75%
Expected volatility27.06%34.43%27.06%
Expected dividend yield
Exercise price12p18.25p14p
Marketability discount20%20%20%
Total fair value (£)20,225140,0438,872
 2018 Warrants
Granted on:30/07/2018
Life (years)5 years
Share price on grant date9.35p
Risk free rate0.75%
Expected volatility27.06%
Expected dividend yield
Exercise price20p
Marketability discount20%
Total fair value (£)3,575

The risk free rate of return is based on zero yield government bonds for a term consistent with the warrant and option life.

The movement of options and warrants for the year to 31 December 2018 is shown below:

 2018 2017
 NumberWeighted average exercise price (£) NumberWeighted average exercise price (£)
As at 1 January 10,608,3660.15 5,408,3660.14
Granted2,000,0000.17 5,200,0000.16
Exercised(182,500)0.13 
Expired(225,866)0.18 
Outstanding as at 31 December12,200,0000.15 10,608,3660.15
Exercisable at 31 December12,200,0000.15 10,608,3660.15
 20182017
Range of exercise prices (£)Weighted average exercise price (£)Number of sharesWeighted average remaining life  expected (years)Weighted average remaining life contracted (years)Weighted average exercise price (£)Number of sharesWeighted average remaining life  expected (years)Weighted average remaining life contracted (years)
0.1 – 0.20.1512,200,0003.2523.2520.1510,608,3663.9233.923

The total fair value charged to the statement of comprehensive income for the year ended 31 December 2018 and included in administrative expenses was £12,446 (2017: £ 160,268).

16.  Other (losses)/gains – Net

 Group
 2018£2017£ 
Net foreign exchange gains / (losses)468,850(451,125) 
Deconsolidation of Georgian Copper and Gold 397,228 
Other gains/losses560(21,745) 
 866,638(472,870) 

17.  Employees

 Group
Staff costs (excluding Directors)2018£2017£ 
Salaries and wages181,251139,136 
Social security costs12,36741,091 
Pensions1,154924 
 194,772181,151 

The average monthly number of employees during the year was 4 (2017: 23).

18. Directors’ Remuneration

  For the year ended 31 December 2018 
  Short term benefits£Post Employment benefits£Share based payment £Total £
Executive Directors    
Gregory Kuenzel30,61835030,968
Martyn Churchouse3,730143,744
Michael Struthers66,93512,44779,382
Non-executive Directors    
Neil O’Brien 33,50033,500
Peter Damouni 8,333828,415
Laurence Mutch10,00010,000
 153,11644612,447166,009
       
  For the year ended 31 December 2017 
  Short term benefits£Post Employment benefits£Share based payment £Total £
Executive Directors    
Gregory Kuenzel70,00031463,656133,970
Martyn Churchouse125,000386125,386
Non-executive Directors    
Michael Hutchinson 4,1664,166
Roderick McIllree 8,333248,357
Neil O’Brien 21,25021,21942,469
Peter Damouni 20,00014142,43762,578
Laurence Mutch20,0009120,19040,281
Tony Frizelle9,00010,64519,645
 277,749956158,147436,852
       

Of the above director fees, £53,000 (2017: £135,000) has been capitalised in accordance with IAS 38 as exploration and evaluation related costs and are shown as an intangible addition in the year.

19. Finance Income

 Group
 2018£2017£ 
Finance income – bank interest105 

20. Taxation

The tax on the Group’s loss differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows:

 Group
 2018£2017£ 
Loss before tax(8,785,533)(2,382,476) 
Tax at the weighted average rate of 9.05% (2017: 19.78%)(795,091)(471,254) 
Expenditure not deductible for tax purposes410,57323,141 
Net tax effect of losses carried forward on which no deferred tax asset is recognised384,518448,112 
Income tax for the year 

No charge to taxation arises due to the losses incurred.

The weighted average applicable tax rate of 9.05% (2017: 19.78%) used is a combination of the 19% standard rate of corporation tax in the UK, 25% Austrian corporation tax and 0% BVI corporation tax.

The Group has accumulated tax losses of approximately £3,789,000 (2017: £3,404,000) available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilised.

Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2017 (on 6 September 2016). These include reductions to the standard rate to reduce the rate to 17% from 1 April 2020.

21. Earnings per Share

The calculation of the total basic loss per share of 7.647 pence (2017: loss 2.232 pence) is based on the loss attributable to equity owners of the group of £8,774,021 (2017: £2,260,603) and on the weighted average number of ordinary shares of 114,744,492  (2017: 101,288,979) in issue during the period.

In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options or warrants would be to decrease the loss per share.

22. Commitments

(a) Work programme commitment

As a result of the continued delay in the renewal of the exploration permit, no work programme has been agreed by the Joint Venture partners. The Company is committed to funding 50% of the ongoing administrative expenditure of Georgia Copper and Gold which currently totals approximately $10,000 per month.

(b) Royalty agreements

As part of the contractual arrangement with Kibe No.1 Investments Limited the Group has agreed to pay a royalty on revenue from gold sales arising from gold mines developed by Noricum Gold AT GmbH and covered by licenses acquired by Kibe No.1 Investments Limited. Under the terms of the Royalty Agreement between Kibe No.1 Investments Limited and Noricum Gold AT GmbH, the Group shall pay royalties, based on total ounces of gold sold, equal to US$1 for every US$250 of the sale price per ounce.

23. Investment in Joint Venture

On 15 March 2018, the Company entered into a Deed of Variation with its joint venture partner in Georgian Copper & Gold in relation to the ongoing operations of the operating company, future work programmes and budgets. As a result, both shareholders now have equal representation on the board of GCG and therefore, from that date, the subsidiary was derecognised and the ongoing 50% ownership accounted for as a joint venture.

The carrying value of the investment in the joint venture is determined as follows:

  
 As at 31 December 2018$
Opening balance
Recognised on deconsolidation of subsidiary3,994,585
Share of loss in joint venture(3,994,585)
Forex
 

The joint venture listed below has share capital consisting solely of ordinary shares, which are held by the Group and their joint venture partner Caucasian Mining Group.

Name of entityAddress of the registered officeSI 2017/980% of ownership interestNature of relationshipMeasurement method
Georgian Copper & Gold JSC6  Saakadze Descent, 2nd Fl.Tbilisi 0171, Georgia 50As aboveEquity

Commitments and contingent liabilities in respect of joint ventures

The share of loss of the joint venture was £4,478,356. This has been capped at the total value of the investment previously recognised. The Group has no obligation or commitments to contribute to any losses in excess of the carrying value of the investment.

Summarised financial information of joint venture

    31 December2018£
     
Property, plant and equipment   89,371
Cash    18,589
Intangibles   4,030
Other receivables   81,537
Total assets   193,527
Trade and other payables   82,773
Loan with GMC Investments Limited   975,679
Total liabilities   1,058,452

The joint venture did not generate any revenue in the year. Total costs of £252,334 were incurred including an impairment of exploration assets of £8,704,377.

24. Deconsolidation of subsidiary

On 18 March 2018 the Group was deemed to no longer have control of subsidiary Georgian Copper and Gold. The Groups share of the joint venture loss is reported in the profit and loss. Financial information relating to deconsolidation for the period to the date of disposal is set out below.

Details of deconsolidation of the subsidiary   2018£
Carrying amount of net assets upon deconsolidation (see below)   7,722,154
Elimination of non controlling interest    (3,992,663)
Transfer to Investment in joint venture   (3,994,585)
Loss on disposal of subsidiary    (265,094)

The carrying amounts of assets and liabilities as at the date of deconsolidation (18 March 2018) were:

    2018£
     
Property, plant and equipment   105,482
Cash    13,180
Intangibles   7,857,313
Other receivables   7,536
Total assets   7,983,511
Trade and other payables   (261,357)
Total liabilities   (261,357)
Net Assets disposed   7,722,154

25. Related Party Transactions

Recharges between Georgian Mining Corporation and European Mining Services Limited

During the year Georgian Mining Corporation recharged administrative costs with a total value of £8,395 (2017: £161,654) to European Mining Services Limited for services rendered to European Mining Services Limited.

Services provided by European Mining Services Limited to JSC Georgian Copper & Gold

During the year European Mining Services Limited provided geological, technical and other professional services with a total value of £255,428 (2017: £1,040,963) to JSC Georgian Copper and Gold.

Loan from Georgian Mining Corporation to Kibe No.2 Investments Limited

As at 31 December 2018 there were amounts receivable of £4,706 (2017: £3,826) from Kibe No.2 Investments Limited. No interest was charged on the loans.

Loan from Georgian Mining Corporation to European Mining Services Limited

As at 31 December 2018 there were amounts receivable of £525,028 (2017: £323,152) from European Mining Services Limited.

All intra-group transactions are eliminated on consolidation.

Other Transactions

Fairholme Consulting Services Ltd, a company in which Gregory Kuenzel is a Director and beneficial owner, was paid a fee of £26,333 (2017: £46,667) for management and corporate consulting services to the Group. No balance was outstanding at the year-end.

Silvergate Capital Partners, a company in which Peter Damouni is a Director and beneficial owner, was paid a fee of £16,667 (2017: £33,333) for management and corporate consulting services to the Group. No balance was outstanding at the year-end.

Laurie Mutch & Associates Ltd, a company in which Laurie Mutch is a Director and beneficial owner, was paid a fee of £15,000 (2017: £20,500) for management and corporate consulting services to the Group. No balance was outstanding at the year-end.

Greenland Gas and Oil Limited, a company in which Greg Kuenzel is a Director, was paid a fee £nil (2017: £18,600) for geological information systems consulting services to the Group. No balance was outstanding at the year-end.

Heytesbury Corporate LLP, an entity in which Fairholme Consulting Services  Ltd is an officer, and Gregory Kuenzel is a partner, was paid a fee of £62,440 (2017: £62,740) for accounting services to the Group. At the year-end there was an outstanding balance of £6,042 (2017: £6,449).

26. Ultimate Controlling Party

The Directors believe there to be no ultimate controlling party.

27. Events after the Reporting Date

On 23 May 2019, the Company raised £380,000 by way of placing and subscription of 19,000,000 new ordinary shares of no par value at a price of 2p per share.

On 23 May 2019, Peter Damouni subscribed for 500,000 placing shares at 2p per share.

On 23 May 2019, Neil O’Brien, Gregory Kuenzel, Laurence Mutch and Peter Damouni have agreed to completely write off the their accrued compensation for the past 12 months. Michael Struthers, has agreed to write off part of his compensation for the past 12 months, The total amount of the write off totals approximately £275,000.

**ENDS**

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.

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

Mike StruthersGeorgian Mining CorporationCompanyTel: 020 7907 9327
Ewan LeggatS. P. Angel Corporate Finance LLPNomad & BrokerTel: 020 3470 0470
Soltan TagievS. P. Angel Corporate Finance LLPNomad & BrokerTel: 020 3470 0470
Damon HeathShard Capital Partners LLPJoint BrokerTel: 020 7186 9950
Camilla HorsfallBlytheweigh                                              PR                                   Tel: 020 7138 3224
Julia TilleyBlytheweighPRTel: 020 7138 3553
Simon Woods  Blytheweigh                                               PR                                   Tel: 020 7138 3204

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Live Company Group Plc – Notice of AGM and posting of Accounts

LVCG announces that the notice of the Company’s Annual General Meeting (“AGM”) has today been posted to all shareholders. 

A copy of the Group’s 2018 Annual Report and Accounts, for those shareholders who have elected to receive the Annual Report in physical copy, will be issued shortly.

The AGM will be held at the offices of Shard Capital Partners LLP, Level 23, 20 Fenchurch Street, London EC3M 3BY at 9.00 a.m. on Friday 19 July 2019.  All attendees are encouraged to bring personal identification to enable access to Shard Capital Partners LLP offices.

Copies of the notice of Annual General Meeting are available on the Company’s website: www.livecompanygroup.com.

Enquiries:

Live Company Group Plc                                                        Tel: 020 7225 2000

Ruth Cunningham, Chief Operating Officer

Strand Hanson Limited (Nominated Adviser)                   Tel: 020 7409 3494

Stuart Faulkner / Richard Tulloch / James Dance    

Shard Capital Partners LLP (Broker)                                Tel: 020 7186 995

Damon Heath

LIVE COMPANY GROUP

Live Company Group plc (“LVCG”, the “Company” or the “Group”) is a live events and entertainment Company, founded by David Ciclitira in December 2017.  The Company was admitted to trading on AIM in December 2017, following the reverse acquisition of Brick Live Group and Parallel Live Group by Parallel Media Group plc.

Brick Live Group is a network of partner-driven fan-based shows using BRICKLIVE created content worldwide.  The Company owns the rights to BRICKLIVE – an interactive experience built around the creative ethos of the world’s most popular construction toy bricks.  BRICKLIVE actively encourages all to learn, build and play, and provides inspirational events and shows where like-minded fans can push the boundaries of their creativity.  Bright Bricks is the Group’s production centre for building brick-based models.  The Group is an independent producer of BRICKLIVE and is not associated with the LEGO Group.

Website: www.livecompanygroup.com.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Immotion Group Plc – VR Installation into leading US Aquarium

Immotion Group, the UK-based immersive virtual reality (“VR”) ‘Out of Home’ entertainment group, is pleased to announce an exclusive aquarium partnership with Shedd Aquarium in Chicago, USA, one of the largest aquariums in the world boasting 1.9m visitors annually.

Shedd Aquarium was the first inland aquarium in the United States, opening its door in May 1930. With over 1.5m species, the Shedd Aquarium is one of the top aquariums in the world.

In addition to Shedd, Immotion has signed a partnership with Mote Marine Laboratory & Aquarium in Sarasota, Florida.  Mote is a leader in research and conservation and is one of the most popular aquariums in the region. Both Shedd and Mote will offer guests the Company’s ‘Undersea Explorer’ VR Cinematic motion pod with a range of underwater experiences that are already proving to be very popular with current aquarium and zoo partners.

Both Shedd and Mote will operate under the Company’s partnership arrangement, with both Immotion and the aquarium partner sharing revenue generated from the ‘Undersea Explorer’ VR Cinematic pods.

Rod Findley, Immotion Group Commercial Director said: “Immotion is thrilled to be partnering with both Shedd and Mote Aquariums. Adding more quality partners to our fast expanding base of aquariums and zoos is a real testament to the quality of our experiences, motion platforms and operating system.”

“Shedd is one of the leading aquariums in the world.  We are delighted to add our immersive edutainment experiences like “Swimming with Humpbacks” to their world-class exhibits and offerings. Our partnerships with Shedd and Mote Aquariums further underpin our dedication and focus on the aquarium and zoo sector as we grow.  We feel we have the perfect VR product for this market – one that’s already delivering solid ancillary revenue, as well as enhanced customer experiences to aquariums and zoos around the world.”

Enquiries:

 For further information please visit https://immotion.co.uk, or contact:

Immotion GroupMartin HigginsonTel: +44 (0) 161 235 8505
WH Ireland Limited(Nomad and Joint Broker) Adrian HaddenJessica CaveTel + 44 (0) 207 220 1666
Shard Capital Partners LLP (Joint Broker)Damon HeathErik Woolgar Tel: +44 (0) 20 7186 9900
Newgate Communications (Financial PR)Elisabeth CowellRobin TozerTom Carnegie Tel: +44 (0) 20 3757 6880Immotion@newgatecomms.com

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Canadian Overseas Petroleum Limited – Admission to Trading

London, United Kingdom and Calgary, Canada, June 24, 2019 –  Canadian Overseas Petroleum Limited (the “Company”) (XOP:CSE) (LSE:COPL) is pleased to announce that, further to the announcement on 21 June 2019 with regard to the admission (the “Admission“) of 67,800,000 new common shares (the “New Shares“), Admission to the standard listing segment of the Official List maintained by the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc (the “LSE“) is expected to become effective at 8:00am (London time) today, Monday 24 June 2019.

Following the Admission, the share capital of the Company will be made up of 2,983,752,463 common shares.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of the Second Tranche Shares in any jurisdiction in which such offer, solicitation or sale may be unlawful. The common shares have not been and will not be registered under the 1933 Act or any U.S. state securities laws and may not be offered or sold in the United States absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act and applicable U.S. state securities laws.

About the Company:

The Company is actively pursuing opportunities in Nigeria and sub-Saharan Africa in partnership with Shoreline Energy International Limited (“Shoreline”) as part of its strategy to generate stable cash flow from secure offshore and onshore assets. The Company and Shoreline, through their jointly held affiliated company Shoreline Canadian Overseas Petroleum Development Corporation (“ShoreCan”), have acquired 80% of the share capital and have taken over the management of Essar Exploration and Production Limited (Nigeria) (“Nigerian Affiliate” or the “Affiliate”). The Company’s Nigerian Affiliate has applied to the concessionaire NNPC for formal consent to the change in control of the Nigerian Affiliate. The Affiliate holds an attractive oil appraisal and development project in shallow to mid-water offshore Nigeria on its 100% holding in OPL 226. Drilling of the first appraisal well is planned to commence in 2019. ShoreCan is continuing building a portfolio of exploration and development assets in sub-Saharan Africa. To date, ShoreCan has taken a position in Nigeria and has been indicatively awarded an exploration license onshore Mozambique in the 5th Licensing Round adjacent to the producing Pande-Temane Gas and light oil field complex.

The Common Shares are listed under the symbol “XOP” on the CSE and under the symbol “COPL” on the London Stock Exchange.

For further information, please contact:

Mr. Arthur Millholland, President & CEO

Canadian Overseas Petroleum Limited 

Tel: + 1 (403) 262 5441

Cathy Hume

CHF Investor Relations

Tel: +1 (416) 868 1079 ext. 231

Email: cathy@chfir.com

Harriet Jackson/Charles Goodwin

Yellow Jersey PR Limited

Tel: +44 (0) 203 004 9512

Email: copl@yellowjerseypr.com

Broker: London Stock Exchange

Shard Capital Partners LLP

Damon Heath
Phone: T: +44 20 7186 9952

This news release contains forward-looking statements. The use of any of the words “initial, “scheduled”, “can”, “will”, “prior to”, “estimate”, “anticipate”, “believe”, “should”, “forecast”, “future”, “continue”, “may”, “expect”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained herein are based on certain key expectations and assumptions made by the Company, including, but not limited to, the ability to raise the necessary funding for operations, delays or changes in plans with respect to exploration or development projects or capital expenditures. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since the Company can give no assurance that they will prove to be correct since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties most of which are beyond the control of Canadian Overseas Petroleum Ltd. For example, the uncertainty of reserve estimates, the uncertainty of estimates and projections relating to production, cost overruns, health and safety issues, political and environmental risks, commodity price and exchange rate fluctuations, changes in legislation affecting the oil and gas industry could cause actual results to vary materially from those expressed or implied by the forward-looking information.  Forward-looking statements contained in this news release are made as of the date hereof and Canadian Overseas Petroleum undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the CSE nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com