MINERAL & FINANCIAL INVESTMENTS LIMITED
Annual Report and Financial Statements
for the year ended 31 December 2016
1
Mineral & Financial Investments Limited
CONTENTS
REPORTS
Company Information
Chairman’s Statement
Investment Review
Strategic Report
Directors' Report
Corporate Governance Report
Report on Remuneration
Report of the Independent Auditor
FINANCIAL STATEMENTS
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
page
2
3
5
6
7
9
10
11
12
13
14
15
16
2
Mineral & Financial Investments Limited
COMPANY INFORMATION
DIRECTORS:
REGISTERED OFFICE:
COMPANY NUMBER:
SECRETARY:
NOMINATED ADVISER:
JOINT BROKERS:
REGISTRARS:
SOLICITORS:
AUDITORS:
Jacques Vaillancourt (Chairman)
Alastair Ford (Chief Operating Officer)
Sean Keenan
190 Elgin Avenue
George Town
Grand Cayman
KY1-9005
Cayman Islands
Incorporated in the Cayman Islands with registered
number 141920
Walkers SPV Limited
W H Ireland
24 Martin Lane
London
EC4R 0DR
UK
Beaufort Securities Ltd.
63 St Mary Axe
London, EC3 A 8AA
UK
W H Ireland
24 Martin Lane
London
EC4R 0DR
UK
Capita Registrars (Jersey) Limited
12 Castle Street
St Helier
Jersey JE2 3RT
Charles Russell Speechlys
5 Fleet Place
London
EC4M 7RD
Welbeck Associates
Registered Auditor
Chartered Accountants
30 Percy Street
London
W1T 2DB
3
Mineral & Financial Investments Limited
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 December 2016
Dear fellow shareholders,
M&FI is a mining finance house with an investment objective to provide capital to finance mining projects while
providing our shareholders with superior returns. We will seek to provide financing and act as a good partner in
exchange for meaningful ownership levels, and board representation. We will provide advisory services when possible
and will be willing to make follow-on investments when appropriate. The full details of our investing policy are set out
[link to policy].
We believe the mining investment environment remains improved from a year ago. However, we believe that
investment markets are currently undervaluing risk. As the United States has finally initiated a program of increasing
administered reference interest rates, our view is that this will generally put upward pressure on global interest rates.
We believe that this will affect global economic growth and asset valuations. Therefore, we remain cautious, as ever.
Additionally, we see important technological changes occurring that will have a significant impact on the allocation of
metal demand over the next decade.
Generally speaking, base and precious metal supply outlooks remain constricted by half a decade of limited access to
capital. We continue to shy away from bulk commodities and favour base metals, specifically zinc and copper. We
believe that precious metals will benefit from a growing recognition that the US dollar’s status as the world’s “reserve
currency” is diminishing. Confidence in the US dollar, we believe, will be eroded by the increasing overall debt levels of
the US governments (federal, states and municipalities) and of its taxpayers. Moreover, the country’s increasingly
inconsistent foreign policy will likely create unexpected disruptions. Lastly, we see cobalt as one of the most attractive
components of the “new-era” of energy. Lithium is currently receiving the bulk of the financial markets attention due to
the growth in battery technology. Lithium sources are, however, numerous and growing, while cobalt remains generally
a biproduct of other mineral mining. The largest geographic source of cobalt is the Democratic Republic of Congo. For
environmentally and politically sensitive consumers of clean energy technology, the location of the mineral source will
take on greater importance, which may result in geographically preferred sources of metals generally, and cobalt
specifically
The debate about “Crypto-currencies”, such as Bitcoin and Ethereum and at least 880 others, rages on as to whether
they are a better store of wealth than, for example one of our preferred precious metals, gold. We believe that Crypto-
currencies have the very clear makings of another South Sea Bubble which may not crest for at least another year. The
top 880 crypto-currencies have a value of US $110 billion. The appeal of each individual crypto-currency is their limited
“coin” supply, but there is no limit to the overall number of crypto-currencies that can be created.
M&FI recorded a net profit of £111,000, or £0.006 per share for the full year. M&FI’s Net Asset Value (NAV), as of 31
December 2016, was £1,495,000, and our Net asset Value Per Share (NAVPS) was 6.25p. Our working capital, as of
year end, was £1,495,000, with essentially no long term debt. Since the year-end, we have raised additional equity
funds of £1,039,000, net of costs, and our NAVPS has increased by 15.8% to 7.24p. We are conservative with our
finances; we are conservative as to how we measure investment value, which includes how we evaluate our own
assets. Our overarching principle is to remain true to our conservatism. The NAV is seen as definitive, while we prefer to
see it as our “base case” value. The value of our TH Crestgate investment is recognized at our investment cost and
does not recognize any of the value created by TH Crestgate. During this past year we have continued to strengthen
your company by opportunistically raising permanent equity capital. We are, and will remain debt free, and our financial
strength will allow us to act swiftly to create value for our shareholders.
I am very pleased that we have made great progress with our company this year. Particularly with our first strategic
asset investment of 49% ownership in TH Crestgate. The Company is a private Swiss investment company that now
owns 100% of Lagoa Salgada, which we believe is an exciting polymetallic zinc (also with indium and selenium) asset
located about 100km SE of Lisbon on the Iberian Pyrite Belt. TH Crestgate started drilling the project this year and has
identified a new mineralized zone 800m south of the current LS-1 resource. The LS-1 resource is 4.5Mt of
mineralization with a zinc equivalent1 grade of 8.1% That equates to 297,000 tonnes of zinc equivalent1 metal. The LS-
1 resource is currently also being drilled with the intention of expanding the resource mineralization to between 8.0Mt
and 10.0Mt. TH Crestgate believes that, if successful, the resource expansion should be at similar grades although at
this stage there can be no guarantee that the zinc can be economically extracted.
However, in 2016, transactions of individual zinc rich mining projects occurred at a mean valuation2 of US$75.74 per
tonne of zinc equivalent metal, while the median value is US$10.83 p/t of zinc equivalent2 metal. To look at it another
way, a group of 31 junior mining companies with zinc-rich resources, comparable to Lagoa Salgada, currently trade at a
1 Zinc Equivalent calculations based on the following metal prices: Zinc: US$2,670/t; Lead - US$2,170/t; Copper - US$5,715/lb; Silver
US$16.60/oz; Gold US$1,253/oz. No recovery estimates applied
2 Price prevailing during the period of these transactions: Mean $1,916/t; Median $1,870/t
4
Mineral & Financial Investments Limited
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 December 2016
mean valuation of US$50.21 p/t of zinc equivalent1 metal, while the median value is US$14.78 p/t of zinc equivalent1
metal
During the period TH Crestgate disposed of the Toral and Lago properties for a meaningful profit over the investment
cost. This profit has been reinvested in Lagoa Salgada.
Our largest investment in the investment portfolio is Cap Energy (“Cap”), which is not listed, but 76% owned by the
board and management. The company has 3 offshore oil &gas fields, which have received 2D and 3D seismic studies.
Seismic analysis technology can identify prospective oil reservoirs with much greater, but not guaranteed, accuracy (3D
being a more accurate indicator than 2D), The projects are:
A. BLOCK 1: Located offshore Guinea Bissau. Cap’s net ownership of this field is 24%. This field has a P90 (i.e. 90%
probability) resource of 77MMbbls (i.e. 18.5MMbbls net to Cap energy);
B. BLOCK
5B: Located
offshore Guinea Bissau. Cap’s
net
ownership
of
this
field
is
27%.
this field has a P90 (i.e. 90% probability) resource of 3,380MMbbls (i.e. 912.6MMbbls net to Cap Energy);
C.C.C.C. BLOCK DJIFFERE: located offshore Senegal. Cap’s net ownership of this field is 44.1%. The property has two
immediately adjacent discoveries. FAN-1 (Cairn Energy) which has estimates ranging from 250MMbbls to 2.5Billion
bbls. The other discovery SNE-1 by ConocoPhillips that has resource estimates ranging from 150MMbbls to
670MMbbls.
Cap is considering its next strategic steps, which range from identifying farm-in partners to monetizing some of these
assets. Cap has opened up a data-room which is, we understand, receiving very good interest from large international
oil companies, attracted to these projects due to their very high prospectivity and diminished risk due to Cap
successfully working with local governments to update their laws and policies. At this stage there is no certainty the oil
can be economically extracted
M&FI continues to be seeking suitable strategic investment opportunities that we believe will generate above average
returns while adhering to our standards of prudence.
We will continue to advance your company with prudence and probity in 2017.
Jacques Vaillancourt, CFA
Executive Chairman
28 June 2017
www.mineralandfinancial.com
5
Mineral & Financial Investments Limited
INVESTMENT REVIEW
FOR THE YEAR ENDED 31 December 2016
The cautious recovery that was evident in mining at the end of 2016 was evident in the performance of some of the
equities and ETFs that the company continues to hold in its portfolio.
The strong weighting to cash remained, as the Company sought to ensure that it was able to support exploration and
technical activities undertaken by 49%-owned investment TH Crestgate in Portugal.
In August the Company raised £475,000 at 4.75p per share in order to be able to maintain this commitment, and
subsequent to the year-end the Company undertook further fundraisings with a view to continuing to support TH
Crestgate in its ongoing success and also to allow it to evaluate further investment opportunities as and when they arise.
ETF Portfolio
ETF Portfolio
ETF Portfolio
ETF Portfolio
Gold ETF
During calendar 2016 the Company's gold ETF increased in value by more than 20% albeit that it was a bumpy ride as
sterling gyrated in the wake of the Brexit decision and gold’s strength fell away somewhat in US dollar terms towards the
end of the year. Increasing global uncertainty with regard to wide economic issues like protectionism, as well as the
more specific issues of conflict in the Middle East and elsewhere continue to provide support for gold even in the face of
a more robust monetary policy from the US Federal Reserve. Mineral & Financial’s own holding was purchased with
sterling and we believe will continue to perform well as the Brexit process gets underway and market uncertainty about
the outcome keeps sterling weak.
Platinum ETF
Platinum continues to perplex as a metal. During the period the Company’s platinum ETF rose in value by around 30%,
but while the broader industry continues to run in deficit, prices have yet to go on the real recovery run that many
analysts had predicted. The Company is cautiously optimistic about its platinum investment, and will be keeping it under
review.
Silver ETF
During the period the company took a position in silver which has performed very well, up by more than 60% as at the
period end. This strength was aided in part by a narrowing of the relative valuations of gold and silver gap, in part by
improved sentiment towards precious metals in general, and in part also by the effects of weaker sterling.
ETFS Zinc
In the context of the ongoing success of TH Crestgate, the Company felt that adequate exposure to zinc was being
provided. Accordingly, the zinc ETF was divested.
Cap Energy
Cap Energy
Cap Energy
Cap Energy
We believe Cap has made great strides forward in de-risking its assets through negotiating improved title terms in both
Senegal and Guinea. Additionally, the company has advanced the geological attractions of all three of its West African
off shore oil and gas assets. Cap has opened a data-room, which is experiencing very strong interest from very large oil
& gas companies, to secure partnership on their assets.
quity portfolio
Listed equity portfolio
Listed e
quity portfolio
quity portfolio
Listed e
Listed e
The value of the Company’s stake in Anglo Pacific more than doubled during the period, while the value of the
Company’s stake in Glencore more than tripled. This was reflective of a wide and broad recovery of positive sentiment
in the mining sector, as both companies cut useful looking deals, albeit at different ends of the market.
Alastair Ford
Chief Operating Officer
28 June 2017
6
Mineral & Financial Investments Limited
STRATEGIC REPORT
FOR THE YEAR ENDED 31 December 2016
The Directors present their Strategic Report on the Company for the year ended 31 December 2016.
RESULTS
The Group made a profit after taxation of £111,000 (2015: Loss of £496,000). The Directors do not propose a
dividend (2015: £nil).
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
A review of the business in the period and of future developments is set out in the Chief Investment Officer’s review,
which should be read as part of the strategic review.
KEY PERFORMANCE INDICATORS
The key performance indicators are set out below:
COMPANY STATISTICS
31 December
31 December
31 December
31 December
2012012012016666
31 December
31 December
31 December
31 December
2012012012015555
Change %
Change %
Change %
Change %
Net asset value
£1,495,000
£909,000
Net asset value – fully diluted per share
Closing share price
Share price discount to net asset value –
fully diluted
6.3p
6.1p
(3%)
Market capitalisation
£1,473,000
6.5p
5.7p
(11%)
£807,000
+64%
-3%
+7%
−−−−
+83%
PRINCIPAL RISKS AND UNCERTAINTIES
The key risk facing shareholders is that the value of the investments falls and that future returns to shareholders are
therefore lower than they could have been.
Details of the financial risk management objectives and policies are provided in Note 14 to the financial statements.
GOING CONCERN
The Directors have prepared cash flow forecasts through to 30 June 2017 which assumes no significant investment
activity is undertaken unless sufficient funding is in place to undertake the investment activity and the forecasts
demonstrate that the Company is able to meet its obligations as they fall due. On this basis, the Directors have a
reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future.
For this reason they continue to adopt the going concern basis in preparing the Company’s financial statements.
For and on behalf of the Board
Jacques Vaillancourt, CFA
Director
28 June 2017
7
Mineral & Financial Investments Limited
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 December 2016
The Directors present their annual report together with the audited financial statements for the year ended 31
December 2016.
PRINCIPAL ACTIVITY
During the year the Company continued to act as an investment company.
The Company's Investing Policy is to invest in the natural resources sector through investments in companies or other
assets, which it considers to represent good value and offer scope for significant returns to shareholders over the long
term. In particular, the Company focuses on providing new capital for mining companies that require finance for their
projects.
Investments may be be made in the securities of quoted and un-quoted companies and their assets, units in open-
ended investment companies, exchange traded funds, physical commodities, derivatives, and other hybrid securities.
As the Company's assets grow the intention is to diversify company, geographic, and commodity risks.
The Company has a blend of passive and active investments and, if and when appropriate, it may seek to gain control
of an investee company. Returns to shareholders are expected to be by way of growth in the value of the Company's
ordinary shares.
POST YEAR END EVENTS
On 20 February 2017, 4,375,000 ordinary shares were issued at 8p per share for cash as the result of a private placing.
On 28 February 2017, 3,000,000 ordinary shares were issued at 10p per share for cash as the result of a private
placing.
On 15 March 2017, 3,333,333 ordinary shares were issued at 15p per share for cash as the result of a private placing.
DIRECTORS
The Directors of the Company during the year and subsequently are set out below.
Jacques Vaillancourt
Alastair Ford
Sean Keenan
Laurence Read
(appointed 1 November 2016)
On 25 January 2017, Laurence Read resigned as a director.
There is a qualifying third party indemnity provision in force for the benefit of the Directors of the Company.
SUBSTANTIAL SHAREHOLDINGS
The only interests in excess of 3% of the issued share capital of the Company which have been notified to the
Company as at 27 June 2017 were as follows:
*Mount Everest Finance SA
Lynchwood Nominees Limited
Timothy Darvall
*Jacques Vaillancourt is the sole shareholder of Mount Everest Finance SA
Ordinary shares of
1p each
number
6,214,000
3,472,000
1,410,920
Percentage
of capital
%
17.9%
10.0%
4.1%
8
Mineral & Financial Investments Limited
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 December 2016
DIRECTORS’ RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS
The Company was incorporated as a corporation in the Cayman Islands, which does not prescribe the adoption of
any particular accounting framework. Accordingly, the Board has resolved that the Company will follow applicable
law and International Financial Reporting Standards as adopted by the European Union (IFRSs) when preparing its
annual financial statements.
The Directors are responsible for the preparation of the Company’s financial statements which give a true and fair
view of the state of affairs of the Company and of the profit or loss of the Company for the period. In preparing the
financial statements, the directors are required to:
•
•
•
•
select suitable accounting policies and then apply them consistently;
make judgments and estimates that are reasonable and prudent;
state whether IFRSs as adopted by the European Union have been followed, subject to any material
departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate accounting records, for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as the Directors are aware:
•
•
there is no relevant audit information of which the Company's auditor is unaware; and
the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant
audit information and to establish that the auditors are aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information held on the
Company's website.
AUDITORS
The auditors Welbeck Associates have indicated their willingness to continue in office and a resolution that they be
reappointed will be proposed at the Annual General Meeting.
For and on behalf of the Board
Jacques Vaillancourt, CFA
Director
28 June 2017
9
Mineral & Financial Investments Limited
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 December 2016
The requirements of the combined code of corporate governance are not mandatory for companies traded on AIM.
However, the Directors recognize the importance of sound corporate governance and have adopted corporate
governance principles that the Directors consider are appropriate for a company of its size.
BOARD OF DIRECTORS
The Board of Directors is responsible for the Company’s system of corporate governance. It comprises an executive
chairman, the Chief Operating Officer and one other non-executive director. The Chairman of the Board is Jacques
Vaillancourt.
The Board met regularly throughout the year. It has a schedule of matters referred to it for decision, which includes
strategy and future developments, allocation of financial resources, investments, annual and interim results, and risk
management. Matters which would normally be referred to appointed committees, such as the audit and remuneration
committees, are dealt with by the full Board.
INTERNAL CONTROL
The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investment and
the Company’s assets and for reviewing its effectiveness. The system of internal financial control is designed to provide
reasonable, but not absolute, assurance against material misstatement or loss.
10 Mineral & Financial Investments Limited
REPORT ON REMUNERATION
FOR THE YEAR ENDED 31 December 2016
DIRECTORS' REMUNERATION
The Board recognises that Directors' remuneration is of legitimate concern to the shareholders and it is committed to
following current best practice. The Company operates within a competitive environment and its performance depends
on the effective contributions of the Directors and employees who are compensated accordingly.
DIRECTORS' REMUNERATION
The remuneration of the Directors was as follows:
Year ending
31 December 2016666
Year ending 31 December 201
31 December 201
31 December 201
Year ending
Year ending
Salary
and fees
£'000
Pension
£’000
Total
£'000
Year ending
31 December 2015555
Year ending 31 December 201
31 December 201
31 December 201
Year ending
Year ending
Salary
and fees
£'000
Pension
£'000
Total
£’000
Jacques Vaillancourt
Alastair Ford
Sean Keenan
Laurence Read
25
24
-
18
67
-
-
-
-
-
25
24
-
18
67
25
24
-
18
67
-
-
-
-
-
25
24
-
18
67
PENSIONS
No pension contributions were paid in respect of the directors for the year ended 31 December 2016, or for the year
ended 31 December 2015.
BENEFITS IN KIND
The Directors did not receive any benefits in kind, either in the year ended 31 December 2016, or in the year ended 31
December 2015.
BONUSES
There were no bonuses payable either for the year ended 31 December 2016, or for the year ended 31 December 2015.
SHARE OPTION INCENTIVES
Directors held options as follows. Further details of options are disclosed in note 11.
At beginning
of year
Granted
in period
Lapsed
in period
At end
of period
Exercise
price
Jacques Vaillancourt
Laurence Read
Alastair Ford
105,000
185,000
210,000
-
-
-
-
-
-
105,000
185,000
210,000
7.89p
7.89p
7.89p
For and on behalf of the Board
Jacques Vaillancourt, CFA
Director
28 June 2017
11 Mineral & Financial Investments Limited
REPORT OF THE INDEPENDENT AUDITOR
TO THE MEMBERS OF MINERAL & FINANCIAL INVESTMENTS LIMITED
FOR THE YEAR ENDED 31 December 2016
We have audited the financial statements of Mineral & Financial Investments Limited for the year ended 31 December
2016 which comprise the statement of comprehensive income, the statement of financial position, the statement of
changes in equity, the statement of cash flows and the related notes. The financial reporting framework that has been
applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the
European Union.
This report is made solely to the Company’s members, as a body. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the Directors’ Responsibilities Statement set out on page 8, the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is
to audit and express an opinion on the financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s
(APB’s) Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances
and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates
made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and
non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If
we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
OPINION ON FINANCIAL STATEMENTS
In our opinion the financial statements:
(cid:1) give a true and fair view of the state of the Company's affairs as at 31 December 2016 and of the Company's loss for
the year then ended; and
(cid:1) the financial statements have been properly prepared in accordance with IFRS as adopted by the European Union.
Rory Heier
Senior Statutory Auditor
for and on behalf of Welbeck Associates
Statutory Auditor, Chartered Accountants
28 June 2017
30 Percy Street
London
W1T 2DB
12 Mineral & Financial Investments Limited
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 December 2016
Investment income
Net losses on disposal of investments
Net change in fair value of investments
Operating expenses
Operating profit/(loss)
Profit/(loss) before taxation
Taxation expense
Profit/(loss) for the year from continuing operations and total
comprehensive income, attributable to owners of the Company
Notes
3
5
2016
£’000
-
(169)
455
2015
£’000
2
(131)
(186)
286
(315)
(175)
111
111
-
(181)
(496)
(496)
-
111
(496)
Profit/(Loss) per share attributable to owners of the Company during
the year from continuing and total operations:
6
Pence
Pence
Basic (pence per share)
Diluted (pence per share)
0.6
0.6
(3.6)
(3.6)
The accompanying notes form an integral part of these financial statements
13 Mineral & Financial Investments Limited
STATEMENT OF FINANCIAL POSITION
AS AT 31 December 2016
CURRENT ASSETS
Financial assets held at fair value through profit or loss
Trade and other receivables
Cash and cash equivalents
CURRENT LIABILITIES
Trade and other payables
Convertible unsecured loan notes
NET CURRENT ASSETS
NET ASSETS
EQUITY
Share capital
Share premium
Loan note equity reserve
Share option reserve
Capital reserve
Retained earnings
Notes
7
8
9
10
12
13
2016
£’000
1,274
7
274
1,555
50
10
60
1,495
1,495
2015
£’000
691
6
263
960
41
10
51
909
909
2,985
4,934
6
12
15,736
(22,178)
2,885
4,559
6
12
15,736
(22,289)
Equity attributable to owners of the Company and total equity
1,495
909
The financial statements were approved by the Board and authorised for issue on 28 June 2017
Jacques Vaillancourt
Director
Alastair Ford
Director
The accompanying notes form an integral part of these financial statements
14 Mineral & Financial Investments Limited
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 December 2016
Share
capital
£'000
Share
premium
£'000
Share option
reserve
£'000
Loan note
reserve
£'000
Capital
reserve
£'000
Accumulated
losses
£'000
Total
equity
£'000
At 1 January 2015
2,882
4,537
Total comprehensive
expense for the year
Repayment of loan notes
Share issues
−−−−
−−−−
3
−−−−
−−−−
22
At 31 December 2015
2,885
4,559
Total comprehensive
income for the year
Share issues
−−−−
100
−−−−
375
At 31 December 2016
2,985
4,934
12
−−−−
−−−−
−
12
−−−−
−−−−
12
85
15,736
(21,872)
1,380
−−−−
(79)
−−−−
6
−−−−
−−−−
6
−−−−
−−−−
−−−−
(496)
79
−−−−
15,736
(22,289)
−−−−
−−−−
111
−−−−
(496)
−−−−
25
909
111
475
15,736
(22,178)
1,495
The accompanying notes form an integral part of these financial statements
15 Mineral & Financial Investments Limited
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 December 2016
OPERATING ACTIVITIES
Profit/(loss) before taxation
Adjustments for:
Loss on disposal of trading investments
Fair value (gain)/loss on trading investments
Investment income
Operating cash flow before working capital changes
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Net cash outflow from operating activities
INVESTING ACTIVITIES
Purchase of financial assets
Disposals of investments
Investment income
Net cash outflow from investing activities
FINANCING ACTIVITIES
Proceeds of share issues
Redemption of convertible loan notes
Net cash outflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents as at 1 January
Cash and cash equivalents as at 31 December
2016
£’000
2015
£’000
111
169
(455)
−−−−
(175)
(1)
9
(167)
(392)
95
−−−−
(297)
475
−−−−
475
11
263
274
(496)
131
186
(2)
(181)
(3)
1
(183)
(151)
133
2
(16)
−−−−
(134)
(134)
(333)
596
263
The accompanying notes form an integral part of these financial statements
16 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
1
GENERAL INFORMATION
The Company was incorporated as a Corporation in the Cayman Islands which does not prescribe the adoption of
any particular accounting framework. The Board has therefore adopted International Financial Reporting
Standards as adopted by the European Union (IFRSs). The Company's shares are listed on the AIM market of
the London Stock Exchange.
The Company is an investment company, mainly investing in natural resources, minerals, metals, and oil and gas
projects. The registered office of the Company is as detailed in the Company Information on page 2.
2
PRINCIPAL ACCOUNTING POLICIES
BASIS OF PREPARATION
The financial statements have been prepared under the historical cost convention, and in accordance with
International Financial Reporting Standards (“IFRS”), and International Financial Reporting Interpretations
Committee (“IFRIC”) interpretations. All accounting standards and interpretations issued by the International
Accounting Standards Board and IFRIC effective for the periods covered by these financial statements have been
applied.
The principal accounting policies of the Company are set out below.
GOING CONCERN
The Directors have prepared cash flow forecasts through to 30 June 2018 which assumes no significant
investment activity is undertaken unless sufficient funding is in place to undertake the investment activity. The
expenses of the Company's continuing operations are minimal and the cash flow forecasts demonstrate that the
Company is able to meet these liabilities as they fall due. On this basis, the Directors have a reasonable
expectation that the Company has adequate resources to continue operating for the foreseeable future. For this
reason they continue to adopt the going concern basis in preparing the Company’s financial statements.
KEY ESTIMATES AND ASSUMPTIONS
Estimates and assumptions used in preparing the financial statements are reviewed on an ongoing basis and are
based on historical experience and various other factors that are believed to be reasonable under the
circumstances. The results of these estimates and assumptions form the basis of making judgments about
carrying values of assets and liabilities that are not readily apparent from other sources:
SHARE BASED PAYMENTS
The calculation of the fair value of equity-settled share based awards and the resulting charge to the statement of
comprehensive income requires assumptions to be made regarding future events and market conditions. These
assumptions include the future volatility of the Company’s share price. These assumptions are then applied to a
recognised valuation model in order to calculate the fair value of the awards.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Group holds investments that have been designated as held at fair value through profit or loss on initial
recognition. Where practicable the Group determines the fair value of these financial instruments that are not
quoted (Level 3) using the most recent bid price at which a transaction has been carried out. These techniques
are significantly affected by certain key assumptions, such as market liquidity. Other valuation methodologies
such as discounted cash flow analysis assess estimates of future cash flows and it is important to recognize that
in that regard, the derived fair value estimates cannot always be substantiated by comparison with independent
markets and, in many cases, may not be capable of being realized immediately.
17 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
2
PRINCIPAL ACCOUNTING POLICIES (continued)
STATEMENT OF COMPLIANCE
The financial statements comply with IFRS as adopted by the European Union. The following new and revised
Standards and Interpretations have been adopted in the current period by the Group for the first time and do not
have a material impact on the group.
IFRS 12
Disclosures of interests in other entities
A number of new standards and amendments to standards and interpretations have been issued but are not yet
effective and not early adopted. None of these are expected to have a significant effect on the Company’s
financial statements.
INVESTMENT INCOME
Dividend income from financial assets at fair value through profit or loss is recognised in the statement of
comprehensive income on an ex-dividend basis. Interest on fixed interest debt securities is recognised using the
effective interest rate method.
TAXATION
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating
to the current or prior reporting period, that are unpaid at the balance sheet date. They are calculated according to
the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable result for the
year. All changes to current tax assets or liabilities are recognized as a component of tax expense in the income
statement.
Deferred income taxes are calculated using the liability method on temporary differences. This involves the
comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their
respective tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial
recognition of an asset or liability, unless the related transaction is a business combination or affects tax or
accounting profit. In addition, tax losses available to be carried forward as well as other income tax credits to the
Company are assessed for recognition as deferred tax assets.
Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is
probable that they will be able to be offset against future taxable income. Deferred tax assets and liabilities are
calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation,
provided they are enacted or substantively enacted at the balance sheet date.
Most changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income
statement. Only changes in deferred tax assets or liabilities that relate to a change in value of assets or liabilities
that is charged directly to equity are charged or credited directly to equity.
FINANCIAL ASSETS
The Group's financial assets comprise investments held for trading, cash and cash equivalents and loans and
receivables, and are recognised in the Company’s statement of financial position when the Company becomes a
party to the contractual provisions of the instrument.
18 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
2
PRINCIPAL ACCOUNTING POLICIES (continued)
INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
All short term investments are designated upon initial recognition as held at fair value through profit or loss
(FVTPL). Investment transactions are accounted for on a trade date basis. Assets are de-recognised at the trade
date of the disposal. Investments are initially measured at fair value plus incidental acquisition costs.
Subsequently, they are measured at fair value in accordance with IAS 39. This is either the bid price or the last
traded price, depending on the convention of the exchange on which the investment is quoted. The fair value of
the financial instruments in the balance sheet is based on the quoted bid price at the balance sheet date, with no
deduction for any estimated future selling cost. Where practicable unquoted investments are valued by the
directors using primary valuation techniques such as recent transactions, last price and net asset value. Changes
in the fair value of investments held at fair value through profit or loss and gains and losses on disposal are
recognised in the Statement of Comprehensive Income as “Net change in fair value of investments”
ASSOCIATED UNDERTAKINGS
Associated undertakings are those entities in which the Company has significant influence, but not control, over
the financial and operating policies. Investments that are held as part of the Company’s investment portfolio are
carried in the statement of financial position at fair value even though the Company may have significant influence
over those companies. This treatment is permitted by IAS 28 “Investment in Associates”, which requires
investments held by a company as a venture capital provider to be excluded from its scope where those
investments are designated, upon initial recognition, as at fair value through profit or loss and accounted for in
accordance with IAS 39, with changes in fair value recognised in the statement of comprehensive income in the
period of the change. The Company has no interests in associates through which it carries on its business.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly
liquid investments that are readily convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.
LOANS AND RECEIVABLES
Loans and receivable from third parties are initially recognised at fair value and subsequently carried at amortised
cost using the effective interest rate method.
A provision for impairment is made when there is objective evidence that, as a result of one or more events that
occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
Impaired debts are derecognised when they are assessed as uncollectible.
EQUITY
An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting
all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct
issue costs.
The share premium account represents premiums received on the initial issuing of the share capital. Any
transaction costs associated with the issuing of shares are deducted from share premium, net of any related
income tax benefits.
Shares to be issued represent the equity which the Company has committed to issue and which has been issued
subsequent to the year end.
The loan note reserve represents the value of the equity component of the nominal value of the loan notes issued.
The capital reserve represents amounts arising in connection with reverse acquisitions.
Retained earnings include all current and prior period results as disclosed in the statement of comprehensive
income together with the cumulative amount of share based expenses transferred to equity.
19 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
2
PRINCIPAL ACCOUNTING POLICIES (continued)
FINANCIAL LIABILITIES
Financial liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the
contractual provisions of the instrument. All interest related charges are recognised as an expense in finance cost
in the income statement using the effective interest rate method.
The Company's financial liabilities comprise convertible loan notes, and trade and other payables.
The fair value of the liability portion of the convertible loan notes is determined using a market interest rate for an
equivalent non-convertible loan note. This amount is recorded as a liability on an amortised cost basis until
extinguished on conversion or maturity of the loan notes. The remainder of the proceeds is allocated to the
conversion option, which is recognised and included in shareholders’ equity, net of tax effects.
Trade payables are recognised initially at their fair value and subsequently measured at amortised cost less
settlement payments.
SHARE BASED PAYMENTS
The Company operates equity settled share based remuneration plans for the remuneration of its employees.
All services received in exchange for the grant of any share based remuneration are measured at their fair values.
These are indirectly determined by reference to the fair value of the share options awarded. Their value is
appraised at the grant date and excludes the impact of any non-market vesting conditions (for example,
profitability and sales growth targets).
Share based payments are ultimately recognised as an expense in the income statement with a corresponding
credit to retained earnings in equity, net of deferred tax where applicable. If vesting periods or other vesting
conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the
number of share options expected to vest. Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. Estimates are subsequently revised, if there is any
indication that the number of share options expected to vest differs from previous estimates. No adjustment is
made to the expense or share issue cost recognized in prior periods if fewer share options ultimately are exercised
than originally estimated.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the
nominal value of the shares issued are allocated to share capital with any excess being recorded as share
premium.
Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The
amount that otherwise would have been recognised for services received over the remainder of the vesting period
is recognised immediately within profit or loss.
FOREIGN CURRENCIES
The Directors consider Sterling to be the currency that most faithfully represents the economic effects of the
underlying transactions, events and conditions. The financial statements are presented in Sterling, which is the
Company’s functional and presentation currency.
Foreign currency transactions are translated into Sterling using the exchange rates prevailing at the date of the
transactions. Foreign currency exchange gains and losses resulting from the settlement of such transactions and
from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange
rates are recognised in the income statement. Non-monetary items that are measured at historical costs in a
foreign currency are translated at the exchange rate at the date of the transaction. Non-monetary items that are
measured at fair value in a foreign currency are translated into the functional currency using the exchange rates at
the date when the fair value was determined.
20 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
2
PRINCIPAL ACCOUNTING POLICIES (continued)
SEGMENTAL REPORTING
A segment is a distinguishable component of the Company's activities from which it may earn revenues and incur
expenses, whose operating results are regularly reviewed by the Company's chief operating decision maker to
make decisions about the allocation of resources and assessment of performance and about which discrete
financial information is available.
As the chief operating decision maker reviews financial information for and makes decisions about the Company's
investment activities as a whole, the directors have identified a single operating segment, that of holding and
trading in investments in natural resources, minerals, metals, and oil and gas projects. The directors consider that
it would not be appropriate to disclose any geographical analysis of the Company’s investments.
3
OPERATING PROFIT/(LOSS)
Profit/(loss) from operations is arrived at after charging:
Auditors' remuneration:
- fees payable to the Company's auditors and its
associates for the audit of the Company's financial
statements
4
EMPLOYEE REMUNERATION
The expense recognised for employee benefits is analysed below:
Wages and salaries
2016
£’000
2015
£’000
10
10
2016
£’000
67
67
2015
£’000
67
67
Details of Directors’ employee benefits expense are included in the Report on Remuneration on page 10.
Remuneration for key management of the Company, including amounts paid to Directors of the Company, is as
follows:
Short-term employee benefits
2016
£’000
67
67
2015
£’000
67
67
5
TAXATION
No provision has been made in respect of current taxation or deferred taxation as the Company is domiciled in the
Cayman Islands and no corporation tax is applicable.
21 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
6
EARNINGS PER SHARE
The basic and diluted earnings per share is calculated by dividing the profit/(loss) attributable to owners of the
Company by the weighted average number of ordinary shares in issue during the year.
Profit/(loss) attributable to owners of the Company
- Continuing and total operations
2016
£’000
111
2016
2015
£’000
(496)
2015
Weighted average number of shares for calculating basic and
fully diluted earnings per share*
17,941,666
13,874,459
(Loss)/profit per share from continuing and total operations
- Basic (pence per share)
- Fully diluted (pence per share)*
2015
pence
(3.6)
(3.6)
0.6
0.6
* The weighted average number of shares used for calculating the diluted loss per share is the same as that used
for calculating the basic loss per share as the effect of exercise of the outstanding share options would be anti-
dilutive.
7
INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS
1 January – Investments at fair value
Cost of investment purchases
Proceeds of investment disposals
Loss on disposal of investments
Fair value adjustment
31 December – Investments at fair value
Categorised as:
Level 1 - Quoted investments
Level 3 - Unquoted investments
2016
£’000
691
392
(95)
(169)
455
1,274
189
1,085
1,274
2015
£’000
990
151
(133)
(131)
(186)
691
176
515
691
22 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
7
INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
The Company has adopted fair value measurements using the IFRS 7 fair value hierarchy
Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant
to the fair value measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included
in Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market
criteria.
LEVEL 3 investments
Reconciliation of Level 3 fair value measurement of investments
Brought forward
Purchases
Reclassified to Level 3
Fair value adjustment
Carried forward
2016
£’000
515
339
−−−−
231
1,085
2015
£’000
14
151
563
(213)
515
Level 3 valuation techniques used by the Group are explained on page 18 (Fair value of financial instruments)
The Company’s two largest Level 3 investments are Cap Energy plc and TH Crestgate GmbH.
CAP ENERGY PLC
The Company has a 1.3% interest in Cap Energy which has been valued at a 28% discount to the issue price of
shares in Cap Energy’s last fund raise in March 2016. The directors consider that this reflects the fair value of the
Company’s investment. A 5% increase in the discount would reduce the carrying value of the investments by
£38,000.
TH CRESTGATE GMBH (“THC”)
Investments in THC include both debt and equity instruments which are carried at cost.
The Company has a 49% interest.in THC. While the directors consider that the fair value of the Company’s
interest in THC is in excess of cost its underlying assets are at an early stage of development and so a fair value
is difficult to determine.
8
TRADE AND OTHER RECEIVABLES
Prepayments
Total
2016
£’000
7
7
2015
£’000
6
6
The fair value of trade and other receivables is considered by the Directors not to be materially different to
carrying amounts.
At the balance sheet date in 2016 and 2015 there were no trade and other receivables past due.
23 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
9
TRADE AND OTHER PAYABLES
Trade payables
Other payables
Accrued charges
Total
2016
£’000
25
7
18
50
2015
£’000
16
3
22
41
The fair value of trade and other payables is considered by the Directors not to be materially different to carrying
amounts.
10
CONVERTIBLE UNSECURED LOAN NOTES
The outstanding convertible loan notes are zero coupon, unsecured and unless previously purchased or
converted they are redeemable at their principal amount at any time on or after 31 December 2014.
The net proceeds from the issue of the loan notes have been split between the liability element and an equity
component, representing the fair value of the embedded option to convert the liability into equity of the Company
as follows:
Liability component at 1 January
Repayment of loan notes
Conversion of loan notes
Interest charged
Liability component at 31 December
2016
£’000
10
−−−−
−−−−
10
−−−−
10
2015
£’000
169
(134)
(25)
10
−−−−
10
The Directors estimate the fair value of the liability component of the loan notes at 31 December 2016 to be
approximately £10,000 (2015: £10,000)
24 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
11
SHARE OPTIONS
On 26 June 2014 the Company granted 500,000 options to directors and employees, exercisable at 7.89p per
share. At the year end all these options had vested and are exercisable at any time prior to the fifth
anniversary of the date of grant.
The fair value of the options granted during the year was determined using the Black-Scholes pricing model.
The significant inputs to the model in respect of the options were as follows:
Date of grant
Share price at date of grant
Exercise price per share
No. of options
Risk free rate
Expected volatility
Life of option
Calculated fair value per share
26 June 2014
6.00p
7.89p
500,000
3.0%
50%
5 years
2.3264p
The share based payment charge for the year was £Nil (2015: £Nil).
The movements on share options and their weighted average exercise price are as follows:
2016
2015
Weighted
average
exercise price
(pence)
7.89
−−−−
−−−−
7.89
Weighted
average
exercise price
(pence)
15.22
−−−−
82.00
7.89
Number
554,878
−−−−
(54,878)
500,000
Number
500,000
−−−−
−−−−
500,000
Outstanding at 1 January
Granted
Lapsed
Outstanding at 31 December
25 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
12
SHARE CAPITAL
AUTHORISED
At 31 December 2015 and 31 December 2016
Ordinary shares of 1p each
Deferred shares of 24p each
ISSUED AND FULLY PAID
At 31 December 2014
Ordinary shares of 1p each
Deferred shares of 24p each
Ordinary shares issued in year
At 31 December 2015:
Ordinary shares of 1p each
Deferred shares of 24p each
Ordinary shares issued in year
At 31 December 2015:
Ordinary shares of 1p each
Deferred shares of 24p each
Number of
shares
Nominal
Value
£’000
Share
premium
£’000
160,000,000
35,000,000
13,722,062
11,435,062
312,500
14,034,562
11,435,062
10,000,000
24,034,562
11,435,062
1,600
8,400
10,000
137
2,745
2,882
3
140
2,745
2,885
100
240
2,745
2,985
4,537
22
4,559
375
4,934
The restricted rights of the deferred shares are such that they have no economic value.
On 10 August 2016, 10,000,000 new ordinary shares were issued for cash at 4.75p per share as the result of a
private placing.
13
LOAN NOTE EQUITY RESERVE
Equity component of convertible loan notes at 1 January
Transfer to retained earnings on repayment of loan notes
Equity component of convertible loan notes at 31 December
2016
£’000
6
−−−−
6
2015
£’000
85
(79)
6
26 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
14
RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company is exposed to a variety of financial risks which result from both its operating and investing
activities. The Company’s risk management is coordinated by the board of directors, and focuses on actively
securing the Company’s short to medium term cash flows by minimising the exposure to financial markets.
MARKET PRICE RISK
The Company’s exposure to market price risk mainly arises from potential movements in the fair value of its
investments. The Company manages this price risk within its long-term investment strategy to manage a
diversified exposure to the market. If each of the Company’s equity investments were to experience a rise or
fall of 10% in their fair value, this would result in the Company’s net asset value and statement of
comprehensive income increasing or decreasing by £127,000 ( 2015: £69,000).
FOREIGN CURRENCY RISK
The Company’s exposure to foreign currencies is limited to its investments which are quoted on overseas
stock markets in currencies other than Pounds Sterling and is not material.
CREDIT RISK
The Company's financial instruments, which are exposed to credit risk, are considered to be mainly cash and
cash equivalents and the Company’s receivables are not material. The credit risk for cash and cash
equivalents is not considered material since the counterparties are reputable banks.
The Company's exposure to credit risk is limited to the carrying amount of the financial assets recognised at
the balance sheet date, as summarised below:
Cash and cash equivalents
Other receivables
2016
£’000
274
−−−−
274
2015
£’000
263
−−−−
263
LIQUIDITY RISK
Liquidity risk is managed by means of ensuring sufficient cash and cash equivalents are held to meet the
Company’s payment obligations arising from administrative expenses.
CAPITAL RISK MANAGEMENT
The Company's objectives when managing capital are:
•
to safeguard the Company 's ability to continue as a going concern, so that it continues to provide
returns and benefits for shareholders;
to support the Company 's growth; and
to provide capital for the purpose of strengthening the Company 's risk management capability.
•
•
The Company actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the Company
and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities. Management regards total equity as capital
and reserves, for capital management purposes.
27 Mineral & Financial Investments Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 December 2016
15
FINANCIAL INSTRUMENTS
FINANCIAL ASSETS BY CATEGORY
The IAS 39 categories of financial assets included in the balance sheet and the headings in which they are
included are as follows:
Financial assets:
Cash and cash equivalents
Investments held at fair value through profit and loss
2016
£'000
274
1,274
1,548
2015
£'000
263
691
954
FINANCIAL LIABILITIES BY CATEGORY
The IAS 39 categories of financial liability included in the balance sheet and the headings in which they are
included are as follows:
Financial liabilities at amortised cost:
Convertible unsecured loan notes
Trade and other payables
2016
£'000
10
32
42
2015
£'000
10
19
29
16
CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS
There were no contingent liabilities or capital commitments at 31 December 2016 or 31 December 2015.
17
POST YEAR END EVENTS
The material events since the year end are set out in the Directors Report.
18
RELATED PARTY TRANSACTIONS
Details of the directors’ remuneration and the options granted to directors are disclosed in the remuneration
report on page 10.
19
ULTIMATE CONTROLLING PARTY
The Directors do not consider there to be a single ultimate controlling party.