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KWR
KWR
KWR - Kiwara - Audited Preliminary Results For The Year Ended 31 March 2009
Notice Of Annual General Meeting And Posting Of The Annual Report
Kiwara plc
Registration number: 01760458
JSE: KWR
AIM:KIW
ISIN:GB0007702953
("Kiwara" or the "Company" or the "Group")
AUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MARCH 2009 NOTICE OF ANNUAL
GENERAL MEETING AND POSTING OF THE ANNUAL REPORT
Chairman`s Statement
Dear Shareholder,
The year under review has been a testing year, but nonetheless an exciting and
successful one for the Group. The period commenced with exceptional results
from exploration activities followed by a consolidation of our direction and
recognition that our licence area contains a multitude of opportunities which
warranted further examination. Kiwara largely escaped the demise of the junior
mining share market with limited erosion to shareholder value. Despite
maintaining a strong market capitalisation, the opportunity for Kiwara to raise
funds irrespective of price, was scarce. Consequently, during the latter part
of the period under review operations were confined to the completion of drill
core sampling from the 2008 exploration programme and logging of historically
drilled core to provide data for modelling to produce an initial mineral
resource estimate.
The major highlight of the year was the news release dated 23 September 2008
detailing the results of two boreholes drilled approximately 900 meters apart
to test the Kawako Nickel occurrence. The bore holes intersected long runs of
exceptionally high grade Nickel mineralization. The discovery was very
significant in that the potential strike length of the mineralised structure is
long and the petrographic work supports the reported high grade results. The
company will shortly carry out ground geophysics and further drilling to extend
strike, dip and continuity of the Kawako mineralisation.
Kalumbila continues to impress with a high ratio of successful boreholes
drilled. Management strongly believe that eight kilometres strike length of
continuous copper mineralisation exists with potential for at least a further
three kilometres, which is supported by geo-chemistry. Kalumbila represents a
near surface open pittable target with potential world class tonnage.
Uranium and iron mineralisation have not captured our attention other than for
basic work since they have been subordinated by the exciting aforementioned
progress at Kawako and Kalumbila. We intend to progress these targets in the
coming year together with other regional copper targets with similar geology to
Kawako and Kalumbila within the licence area.
The world, as we junior mining companies know it, fell to pieces during the
course of the year and is still in the doldrums of the financial Tsunami which
decimated value throughout every aspect of business and life. The reaction has
been extreme and governments have acted unequivocally. There are now some
suggestions that "green shoots" of recovery are showing.
I am pleased to report that on 29 April 2009, we announced that the
International Finance Corporation confirmed that its board would consider an
equity investment of US$6 million in Kiwara subject to various internal
approvals. This US$6 million placement would allow the Company to meaningfully
advance its plans and achieve further shareholder value enhancement.
On 17th June 2009, the Company received the independent Ore Resource Statement
for Kalumbila which demonstrates the potential of this deposit to contain 1.38
Billion tonnes at 0.78% copper together with nickel and cobalt credits. This
excellent result endorses our conviction that Kalumbila is indeed a significant
resource. The Company will aggressively move towards closer resource definition
and test strike extensions which may potentially enlarge this resource
estimate.
The board of Kiwara is optimistic for the mineral targets in our portfolio and
for gradual global recovery in demand for both Nickel and Copper. The Company
looks forward to aggressively unlocking the value of the two very prospective
orebodies.
The profit for the year after exchange gains and taxation was GBP730,080 (2008:
loss of GBP86,698) equivalent to 0.44 pence (2008 - loss of 0.08) pence per
share. Exploration and evaluation expenses capitalised in the year amounted to
GBP1,953,545.
The Company was successful in obtaining a secondary listing on the main board
of JSE Limited ("JSE") and the Company`s shares were admitted for trading in
South Africa on 3 April 2008.
Finally I would like to thank my colleagues in Kiwara for their untiring
efforts in producing exceptional results in very difficult and uncertain times.
Colin Bird
Chairman
25 June 2009
Financial review
The profit for the year after taxation was GBP730,080 (2008: loss of GBP86,698)
equivalent to 0.44 pence (2008 - loss of 0.08 pence) per share. Included in
the consolidated profit for the year is an exchange gain of GBP1,826,108 which
represents the unrealised exchange gain that has arisen from the inter-company
loan between Kiwara and its wholly owned subsidiary, Kiwara Resources Zambia
Ltd ("Kiwara Zambia"). A negative goodwill of GBP309,900 realised on the
acquisition of a 25% interest of Kiwara Zambia from the New Africa Mining Fund
and the acquisition of a 5% interest of Kalumbila Minerals Limited from LM
Engineering Ltd is also included in the above profit figure.
The operating loss for the year amounted to GBP1,142,013 (2008: GBP801,165) and
includes the overheads and corporate costs of the business for the year, a one-
off fee amounting to GBP336,347 attributable to the costs of the Company`s
listing on the JSE on 3 April 2008 and a share-based charge of GBP142,440
(2008: GBP200,885) in line with the requirements of IFRS2. The share-based
charge relates to share options expensed in the year and has been concurrently
credited to reserves resulting in a neutral effect to the net assets of the
Group.
Exploration and evaluation expenses capitalised in the year amounted to
GBP1,953,545 (2008: GBP709,359). These costs primarily relate to the Company`s
advancing exploration activities at its Kabompo dome projects based in north
western Zambia. The ongoing work programme is exploiting advanced
technological exploration tools such as ground geophysical surveys, geochem
surveys and both reverse circulation and core drilling to significantly
increase the geological understanding of the licensed area and to produce a
resource estimate for the Kalumbila deposit.
During the year, 5,000,000 ordinary shares of 1p each were issued raising
GBP1,000,000 to fund ongoing drilling and exploration expenses and a further
8,880,796 million ordinary shares of 1p each were issued to the New Africa
Mining Fund as consideration for increasing the Group`s interest in the Zambian
based subsidiary, Kiwara Resources Zambia from 75% to 100%. The total number
of ordinary shares outstanding at 31 March 2009 was 174,365,806.
AUDITED CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2009
Year ended Year ended 31
31 March 2009 March 2008
GBP GBP
Revenue - -
Other revenue - -
Administrative expenses (1,142,013) (801,165)
Loss from operations (1,142,013) (801,165)
Finance income 34,586 44,463
Finance costs (4) (41)
Foreign exchange gain 1,745,740 88,146
Other income 309,900 522,309
Profit (Loss) before income tax 948,209 (146,288)
Provision for income tax - (86)
Profit (Loss) for the year after income 948,209 (146,374)
tax
Minority interests
Equity (218,129) 59,676
Profit (Loss) attributable to members
of the company 730,080 (86,698)
Basic profit (loss) per share (pence) 0.44 (0.08)
Diluted profit (loss) per share (pence) 0.44 (0.08)
Headline profit (loss) per share 0.44 (0.08)
(pence)
ALL OF THE GROUP`S ACTIVITIES ARE CLASSED AS CONTINUING.
CONSOLIDATED BALANCE SHEET
AT 31 MARCH 2009
Year ended 31 Year ended 31
March 2009 March 2008
GBP GBP
Assets
Non-current assets
Intangible assets 15,554,420 13,069,106
Property, plant and equipment 97,376 96,691
Total non-current assets 15,651,796 13,165,797
Current assets
Trade and other receivables 31,793 41,158
Cash and cash equivalents 472,643 1,824,099
Prepaid expenses and other current 35,396 29,189
assets
Total current assets 539,832 1,894,446
Total assets 16,191,628 15,060,243
Current liabilities
Trade and other payables 75,746 135,760
Total current liabilities 75,746 135,760
Total liabilities 75,746 135,760
Net current assets 464,086 1,758,686
Net assets 16,115,882 14,924,483
Equity
Called up share capital 6,362,560 6,223,752
Share premium account 8,738,665 7,815,204
Share based payment reserve 343,325 200,885
Currency translation reserve (1,358,502) 12,744
Other reserves 6,790,000
7,411,656
Retained Earnings (5,965,848) (6,719,952)
Equity attributable to equity holders 15, 531,856 14,322,633
of the company
Minority interests 584,026 601,850
Total equity 16,115, 882 14,924,483
COMPANY BALANCE SHEET
AT 31 MARCH 2009
Year ended 31 Year ended 31
March 2009 March 2008
GBP GBP
Assets
Non-current assets
Property, plant and equipment 360 1,200
Investments 7,760,000 7,760,000
Total non-current assets 7,760,360 7,761,200
Current assets
Trade and other receivables 6,625,331 4,362,862
Cash and cash equivalents 448,725 1,797,396
Prepaid expenses and other current 11,903 29,189
assets
Total current assets 7,085,959 6,189,447
Total assets 14,846,319 13,950,647
Current liabilities
Trade and other payables 47,687 52,807
Total current liabilities 47,687 52,807
Total liabilities 47,687 52,807
Net current assets 7,038,272 6,136,640
Net assets 14,798,632 13,897,840
Equity
Called up share capital 6,362,560 6,223,752
Share premium account 8,738,665 7,815,204
Share based payment reserve 343,325 200,885
Other reserves 7,411,656 6,790,000
Retained Earnings (8,057,574) (7,132,001)
Net equity 14,798,632 13,897,840
Consolidated statement of changes in equity
AT 31 MARCH 2009
Attributable to Equity Holders of the Company
Share Share Share Currency Retained
Capital Premium based trans- earnings
payment lation Other re-
reserve reserve serves
GBP GBP GBP GBP GBP GBP
4,862,000 1,701,741 - - (6,561,512)
Balance
at -
31 March
2006
Issue of 86,252 - - - - -
share
capital
Premium - 608,963 - - -
on issue -
of share
capital
Share- - - - - -
based -
payment
charge
Net loss - - - - - (71,742)
for the
year
Currency - - - - -
translat -
ion
differen
ce
Balance 4,948,252 2,310,704 - - (6,633,254)
at -
31 March
2007
Issue of 1,275,500 - - - - -
share
capital
Premium - 5,504,500 - - -
on issue -
of share
capital
Share- - - 200,885 - -
based -
payment
charge
Net loss - - - - - (86,698)
for the
year
Addition - - - - -
in -
minority
interest
Currency - - - 12,744 -
translat -
ion
differen
ce
Other - - - - 6,790,000 -
reserves
Balance 6,223,752 7,815,204 200,885 12,744 (6,719,952)
at 6,790,000
31 March
2008
Issue of 138,808 - - - - -
share
capital
Premium - 923,461 - - -
on issue 621,656
of share
capital
Share- - - 142,440 - -
based -
payment
charge
Net - - - - 730,080
profit
(loss)
for the
year
Addition - - - - 24,024
in -
minority
interest
Currency - - - (1,371,246) -
translat -
ion
differen
ce
Balance 6,362,560 8,738,665 343,325 (1,358,502) (5,965,848)
at 7,411,656
31 March
2009
Consolidated statement of changes in equity (continue)
AT 31 MARCH 2009
Minority Total
Interest
GBP GBP
2,229
Balance
at -
31 March
2006
Issue of - 86,252
share
capital
Premium 608,963
on issue -
of share
capital
Share- -
based -
payment
charge
Net loss - (71,742)
for the
year
Currency -
translat -
ion
differen
ce
Balance 625,702
at -
31 March
2007
Issue of - 1,275,500
share
capital
Premium 5,504,500
on issue -
of share
capital
Share- 200,885
based -
payment
charge
Net loss (59,676) (146,374)
for the
year
Addition
in
minority
interest 661,526 661,526
Currency 12,744
translat -
ion
differen
ce
Other - 6,790,000
reserves
Balance
at
31 March
2008 601,850 14,924,483
Issue of - 138,808
share
capital
Premium 1,545,117
on issue -
of share
capital
Share- 142,440
based -
payment
charge
Net 218,129 948,209
profit
(loss)
for the
year
Addition
in
minority
interest (235,953) (211,929)
Currency (1,371,246)
translat -
ion
differen
ce
Balance 16,115,882
at 584,026
31 March
2009
CONSOLIDATED cash flow statement
AT 31 MARCH 2009
Year ended 31 Year ended
March 2009 31 March
2008
GBP GBP
Cash flow from operations
Net profit/(loss) for the year before income 948,209 (146,288)
tax
and minority interests
Depreciation 39,885 47,409
Gain from a bargain purchase (309,900) (522,309)
Decrease/(increase) in trade and other 9,366 (41,158)
receivables
Increase in prepaid expenses and other (6,207) (29,189)
current assets
Decrease in trade and other payables (60,014) (10,468)
(Decrease)/increase in currency translation (1,401,520) 13,061
reserves
Share based payments 142,440 200,885
Interest received (34,586) (44,463)
Net cash outflow from operating activities (672,327) (532,520)
Cash flows utilised by investing activities
Acquisition of subsidiaries, net of cash (197,845) (102,189)
acquired
Purchase of intangible fixed assets (1,953,545) (709,359)
Proceeds from sale of property, plant and 14,898 -
equipment
Purchase of property, plant and equipment (25,194) (144,416)
Interest received 34,586 44,463
Net cash outflow from investing activities (2,127,100) (911,501)
Cash flow from financing activities
Issue of shares 1,683,925 2,496,277
Decrease in Minority Interest (235,954) -
Net cash inflow from financing activities 1,447,971 2,496,277
Net (decrease) increase in cash and cash (1,351,456) 1,052,256
equivalents
Cash and cash equivalents at the beginning of 1,824,099 771,843
the year
Cash and cash equivalents at the end of the 472,643 1,824,099
year
COMPANY CASH FLOW STATEMENT
AT 31 MARCH 2009
Year ended 31 Year ended
March 2009 31 March
2008
GBP GBP
Cash flow from operations
Loss for the year (925,573) (498,747)
Depreciation 107 600
Increase in trade and other receivables (2,245,183) (462,862)
(Increase) decrease in prepaid expenses and - (29,189)
other current assets
Decrease (5,120) (93,334)
in trade and other payables
Share based payments 142,440 200,885
Interest received (29,269) (44,218)
Net cash outflow from operating activities (3,062,598) (926,865)
Cash flows utilised by investing activities
Purchase of property, plant and equipment (467) (1,800)
Proceeds from sale of property, plant and 1,200 -
equipment
Interest received 29,269 44,218
Net cash inflow from investing activities 30,002 42,418
Cash flow from financing activities
Issue of shares 1,683,925 1,910,000
Net cash inflow from financing activities 1,683,925 1,910,000
Net (decrease) increase in cash and cash (1,348,671) 1,025,553
equivalents
Cash and cash equivalents at the beginning of
the year 1,797,396 771,843
Cash and cash equivalents at the end of the
year 448,725 1,797,396
KIWARA PLC
NOTES TO THE GROUP PROVISIONAL RESULTS FOR THE YEAR ENDED
ARCH 2009
1. Basis of preparation and accounting policies
The financial information for the year ended 31 March 2009 has been prepared on
the historical cost basis and is in accordance with the recognition and
measurement criteria of the International Financial Reporting Standards and its
Interpretations adopted by the International Accounting Standards Board and the
disclosure requirements of IAS34 - Interim Financial Reporting. The accounting
policies have been applied consistently throughout the Group and are consistent
with those for the financial year ended 31 March 2008.
2. Balance sheet
The value of the Group`s exploration and evaluation intangible assets at 31
March 2009 was
1.61 pence per share (2008: 0.63 pence per share), calculated on the weighted
average number of shares of 165,540,875 (2008: 111,815,611)
3. Income statement
The headline loss for the financial year 2009 was 0.44 pence (2008: 0.08 pence)
calculated on a
weighted average number of shares of 165,540,875 (2008: 111,815,611).
There were no dividends paid or declared.
4. Segment reporting
Business segments
The Group`s only business segment is the exploration and development of Nickel-
Cobalt Copper and Uranium.
Geographical segments
An analysis of the loss on ordinary activities before taxation, net assets and
exploration expenditure by geographical area is given below.
2009 2008
GBP GBP
Profit (loss) on ordinary activities
United Kingdom (615,672) 23,562
Zambia (169,850)
1,563,881
948,209 (146,288)
Total profit (loss) before minority 948,209 (146,288)
interests
Net assets by location
United Kingdom 13,516,788 14,433,918
Zambia 2,599,093 490,565
16,115,881 14,924,483
Exploration expenditure
Zambia 1,953,545 709,359
Total exploration expenditure 1,953,545 709,359
5. Capital and reserves
The shares issued in the year are detailed below:
Price Number of Aggregate
Date of issue per shares considerati
share on
GBP
1 September 2008 20p 5,000,000 1,000,000
1 January 2009 8p 8,880,796 710,464
13,880,796 1,710,464
Share options and warrants
The Company has granted options to subscribe for ordinary shares of 1p each as
follows:
Date granted Period exercisable Exercise Number of
price per options
share
(pence)
3 August 2007 3 August 2007 - 3 August 10 1,000,000
2014
2 October 2007 2 October 2009 - 2 October 17 200,000
2014
20 February 2008 20 February 2008 - 20 20 900,000
February 2015
8 July 2008 8 July 2008 - 8 July 2011 26 2,500,000
23 September 23 September 2008 - 19 16 685,000
2008 September 2018
10 February 2009 10 February 2009 - 19 16 100,000
September 2018
The difference between the issue price of the 8,880,796 ordinary shares of 1p
each issued and the nominal value of the shares allotted to New Africa Mining
Fund on 13 January 2009 as part of a share exchange has been credited to a
merger reserve account entitled "other reserves" in accordance with the merger
relief provisions of the Companies Act 1985 and accordingly no share premium
was set up for this transactions. The amount credited to other reserves
amounted to GBP621,556 in the year and a reconciliation of other reserves is
shown in the Statement of Change in Equity.
6. Financial statements
The preliminary financial statements have been audited by Saffery Champness who
have provided an unqualified audit report which report is available for
inspection at the Company`s registered office. Audited financial statements
compliant with the Companies Act and International Financial Reporting
Standards IFRS will be issued to shareholders on 27 June 2009 and will be
available to view at the Company-website www.kiwara.co.uk.
7. Directorate
There have been no changes in the board of directors during the year ended 31
March 2009.
8.Notice of the annual general meeting and posting of annual report
The annual report will be posted to shareholders on 29 June 2009.
Notice is hereby given that the annual general meeting of the Company will be
held at Rembrandt Hotel, 11 Thurloe Place, Knightsbridge, London, SW7 2RS to
transact the following business on 18 September 2009 to transact the business
as stated in the annual general meeting notice forming part of the annual
financial statements.
Signed on behalf of the board
Colin Bird
Chairman
25 June 2009
Johannesburg
Sponsor
Sasfin Capital
(a division of Sasfin Bank limited)
For further information, please contact:
Kiwara Plc
Colin Bird, Chairman
Tel: +44 (0)207 581 4477
Peter Vivian-Neal, Chief Executive Officer
Tel: +260 (0) 211 293899
Sasfin, Johannesburg
Brian Christie, Corporate Finance
Tel: +27 (0) 11 809 7511
FinnCap, London
Mathew Robinson, Corporate Finance
Tel: +44 (0) 20 7600 1658
Date: 26/06/2009 09:00:01 Produced by the JSE SENS Department.
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