AnnuAl RepoRt
& Accounts 2015
contents
Chairman’s Review
Review of Activities
Report of the Directors
Independent Auditors’ Report
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Company Statement of Financial Position
Consolidated Statement of Cashflows
Company Statement of Cashflows
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Statement of Accounting Policies
Notes to the Financial Statements
Notice of Annual General Meeting
Form of Proxy
Directors and Other Information
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cHAIRMAn’s ReVIeW
chairman’s Review
For Ormonde Mining, 2015 was a milestone year. Following the granting of the mining concession for the
Barruecopardo Tungsten Project (“Project”) in late 2014, the scene was set to advance the capital funding stage of
the Project to conclusion. During this period, the Board received an unsolicited non-binding proposal with respect
to a potential offer for the Company. Following careful consideration, the Board concluded that the proposal lacked
substance and substantially undervalued your Company and the Barruecopardo asset. In the end, Shareholders
were provided the opportunity to approve the capital funding proposals at an EGM, where Shareholders voted
overwhelmingly in favour of the Company’s US$100 million funding package, which I am pleased to say was
successfully completed in June 2015, thanks to the thoroughness of your management team.
With capital funding successfully in place, this led in turn to the commencement of the detailed engineering and
equipment procurement stage of the Barruecopardo Project and to the initiation of the final procedures for land
acquisition.
Barruecopardo
The granting of the mining concession late in 2014 facilitated
Ormonde finalising its capital funding proposals in the early
months of 2015. The commodity, mining and capital markets
were, at that time, in the midst of a cyclical downturn and both
conventional sources of mine funding, the project debt markets
and the equity markets, were effectively closed to new projects.
With this in mind, your Company had engaged Swedbank
Norway to advise on what was considered a more flexible debt
alternative. Your Board considered that the issuance of a bond in
combination with equity from outside the market place was a
more realistic and preferable option.
A robust and flexible finance package of equity and debt was
eventually negotiated with Oaktree Capital Management, an
established US private equity fund, active in Europe, with circa
US$100 billion under management. The new equity component
from Oaktree was structured as a 70% beneficial interest in
Saloro SLU, the Project company which holds the Barruecopardo
mining concession, through the provision of a US$44.2 million
equity commitment. This level of equity served to ensure a
robust funding both in terms of size and mix, facilitating the debt
component of US$55.5 million, which included both a prudent
contingency and a cost overrun facility, and provided for a
conservative debt to equity funding ratio.
This funding structure, coupled with minority protection clauses,
Ormonde’s position as manager and the flexibility on debt
repayments and distributions, made for a lower risk, realistic, less
dilutive, funding package. Your Board brought this package to
shareholders for their approval at an EGM in May 2015 and the
proposal was approved by 93% of those voting.
With funding in place, Saloro staff spent the latter half of 2015
pursuing the engineering design and plant procurement stage
of the Project. Fairport Engineering, who had previously been
awarded the detailed engineering contract, was authorised to
commence this work, with initial emphasis being on advancing
2
sufficient design work to be in a position to table tender
documents for all the priority 1 and priority 2 processing plant
equipment and to enter supply, or supply and construct,
negotiations with relevant equipment manufacturers. This stage
of the work was largely completed early in 2016, with 100% of the
larger, longer lead-time equipment orders (priority 1) and 60% of
the medium lead-time equipment (priority 2) orders placed.
During this period Saloro also awarded Fairport Engineering the
construction management contract for the Project. Considerable
site preparation works were also initiated under the direction of
Saloro staff.
Land access was also a key focus during the year. At the start
of the year approximately 85% of the land blocks required to
commence construction of the Project were held under “Option
to Purchase Agreements” (or long term rental agreements for
the 10% of municipal lands), with virtually all of these options
exercised and the blocks passing to the ownership of Saloro by
the end of 2015. Those remaining are proceeding through due
process. Compulsory land acquisition commenced early in the
year on the 15% of land blocks for which Option to Purchase
Agreements had not been signed by that stage (although some
of these have since been purchased by Saloro).
A step in the administrative process for the compulsory
acquisition was appealed by a third party late in the year
and this appeal has been rejected at the initial administrative
appeal level, reinforcing the Company’s belief that the basis of
the appeal is entirely without merit. Avenues exist, however, for
a subsequent appeal to be launched at an administrative court,
a fact which has been taken into consideration by the Project
partners in the approval and adoption of an optimised
construction schedule for the Project which sees commissioning
in late 2017. In line with this optimisation of the Project schedule,
Saloro has completed negotiations with the Project’s majority
owner and debt provider in relation to amending the debt
cHAIRMAn’s ReVIeW
facility agreement to reflect the new and extended schedule.
It is important to note that this optimised schedule also aligns
first production with what is being forecast by independent
third parties to be a more positive tungsten price environment,
reducing risk and optimising project returns.
venture partners commissioned an independent review of the
exploration works carried out to date on these properties, with
this review both reaffirming the potential of these projects to
host significant gold mineralisation, whilst at the same time
identifying potential new drilling targets.
Late in 2015 Saloro decided to initiate a limited drilling
programme with the objective of confirming extensions to the
mineralisation at depth beneath the main central part of the
planned nine year open pit, whilst also following up a potentially
expanded zone of mineralisation under the shallow northern
end of the pit, which was identified by drilling in 2012. It was
pleasing to see that the main objective was realised, with the
central zone mineralisation continuing with depth, suggesting
that the objective of the Saloro partners to eventually develop
Barruecopardo into a long life underground mine appears well
based. Activities to further support this belief will be advanced
during the development and early production stages.
Tungsten market
Turning to the tungsten market; 2015 saw this market succumb
to the general cyclical downturn the commodity markets have
endured since 2011, with the price per metric tonne unit (mtu)
of tungsten trioxide falling to a low of US$162 in January 2016.
More recently, with prices trending upwards in recent months
to stand at $210/mtu in mid-June 2016, independent price
forecasts are more optimistic. This price rise has coincided with
a general commodity market upturn seen over this period.
The tungsten price remains driven by supply-demand
considerations, with demand being effected during 2015 by
lower global GDP growth and a temporary fall in demand in
certain industries, particularly in the mining and oil/gas sectors,
where a significant reduction in US demand was seen arising
from a major reduction in the number of drill rigs in operation as
low oil prices took effect. This temporary reduction, which would
be expected to reverse as oil prices increase, was partly offset by
strong growth in the automotive and aerospace industry.
Supply is also increasingly being constrained by an agreed
cut-back in production by the eight largest tungsten mining
groups in China, which could progressively start to limit market
supply in 2016, and by higher cost mine closures and the deferral
of new mining projects.
Other Projects
Whilst the primary focus of your Company during the year has
been the advancement of the Barruecopardo Project, the
Company’s other projects are being maintained in good order.
At La Zarza, we continue to explore avenues to divest this
project.
Corporate and Financials
It was with great sadness, in August 2015 that we reported
the death of Dr Kerr Anderson, a founder and leading figure in
Ormonde. The contribution that Kerr made to the Company was
invaluable and he is sadly missed by all at the Company.
In October 2015, Ormonde made a number of changes to its
management team, with Mr. Steve Nicol and Mr. Paul Carroll
being appointed to the positions of Managing Director and Chief
Financial Officer respectively, and I welcome them in their new
positions. Before taking these positions, both executives had
served in senior management positions within the Company.
As management to both Saloro and Ormonde, they are
responsible for driving Barruecopardo forward into production.
I must also welcome Mr. Jonathan Henry as a non-executive
director of Ormonde, who brings widespread experience in the
capital markets together with prior experience in the tungsten
industry.
The Company has reported a profit for the year of €2.07M,
compared with a loss of €1.63M for 2014. A gain of €3.4 million
was recorded on the disposal of the Company’s subsidiary
interest in Saloro as part of the Oaktree financing of Saloro.
The year also saw first operating income for the Company with
€557k in management fee income being received in relation to
services provided to Saloro since the closing of the Saloro
financing on 19 June 2015 to year end. These items were offset
principally by administration expenses of €1.44 million
(a reduction on the €1.62 million costs from 2014), and a loss on
associate investment (Ormonde’s share of Saloro loss) of €368k.
Finally, I would like to thank shareholders for their support during
the last year; a period where considerable success was achieved
in advancing Barruecopardo towards production.
Activity on our gold properties in Salamanca and Zamora
Provinces in Spain (in joint venture with Aurum Mining plc) was
necessarily minimal during 2015, but early in 2016 the joint
Michael J. Donoghue
Chairman
3
ReVIeW of ActIVItIes
Review of Activities
BaRRuECOPaRDO
Significant advancements were made at our
Barruecopardo Tungsten Project during 2015,
facilitated in April 2015 through the signing of binding
agreements with OCM Luxembourg Tungsten
Holdings S.À.R.L., funds managed by Oaktree Capital
Management, L.P. (“Oaktree”), in relation to a robust
financing package totalling USD 99.7 million (€90.4
million), which was subsequently approved by
shareholders at an EGM of the Company held on 19
May 2015.
Project Financing
The Oaktree financing provides the Project with the full funding
required for the development of Barruecopardo together with a
significant budget to conduct the early evaluation of a potential
underground mining Stage 2 expansion of the Project. The
implementation of the financing was conditional on shareholder
approval, which was obtained at an Extraordinary General
Meeting convened on 19 May, with closing of the financing
occuring on 19 June, following the completion of a number
of steps required to implement the Group structure. The initial
equity contribution equating to USD 25 million was
subsequently provided by Oaktree to Saloro SLU (“Saloro” - the
company holding the mining concession for Barruecopardo
and which will develop the Project).
OCM Tungsten Holdings now holds a 70% interest in
Barruecopardo JV (the joint venture holding company) with
Ormonde holding a 30% interest, and acting in the capacity
of Manager. Barruecopardo JV in turn holds a 100% interest in
Saloro SLU and Ormonde Geologia SLU (the holder of several
investigation permits in proximity to Barruecopardo).
Visit to site shortly after closure of funding
4
ReVIeW of ActIVItIes
Initial Key Activities
Activation of initial key activities started immediately upon
closing of the Oaktree financing. Primary amongst these was
the commencement of the Stage 2 detailed (construction)
engineering design works for the process plant and infrastructure
by Fairport Engineering Limited (“Fairport”). Founded in 1982,
Fairport is an experienced UK-based engineering firm involved
in the aggregates, cement, industrial minerals, biomass,
metals and minerals processing industries, from engineering
design to turnkey project delivery. Fairport has wide ranging
experience including participation in the design, installation
and commissioning of a minerals processing facility in Spain
Gathering Pace
As the second half of the year advanced activity increased on
the ground with several key milestone steps being achieved by
the onsite team.
In October the Company received the Council Building
Permit and Extraordinary Use of Rustic Lands approval. These
important permissions are required prior to any building
activities commencing at Barruecopardo and were issued by
the Barruecopardo Council immediately upon receipt of the
necessary approval having been granted by the Salamanca
Provincial Urban Planning Commission.
Saloro team at the Barruecopardo office
managing local, experienced construction companies. Fairport
had already completed the basic engineering study for the
Project during 2014. The detailed (construction) engineering
design works were required to enable commencement of
procurement of priority, longer lead time, process plant and
infrastructure equipment. Other key activities addressed at this
time included commencement of the construction designs
for the water management system, and negotiation of the
Stage 3 construction management contract. Whilst these
activities were being activated, the land expropriation process,
already commenced earlier in the year, was being advanced in
parallel.
The first of two environmental bonds was placed with the
Regional Government, a requirement under the terms of
the Mining Concession before work could commence at the
site, with the second bond being recently placed prior to the
commencement of certain environmental works at the site. The
electrical connection contract was also signed with Iberdrola
covering
improvements to the Barruecopardo substation
required to allow for connection of power to the Project.
Throughout this period, Fairport continued to make significant
advancements in relation to detailed engineering for the Project
facilities.
5
ReVIeW of ActIVItIes
Ongoing Further Achievements
Early in 2016 the Company achieved a further significant
milestone, with the placement of all of the priority equipment
orders for the Project, including the award of the Turnkey
Crushing and Screening Plant Supply and Install contract
to Metso Minerals Portugal, the award of the Turnkey Water
Treatment Plant contract to the Spanish subsidiary of Veolia
Water Technologies, and the award of the contract for supply
of the Jig Pre-concentration circuit. To date, in excess of 60%
of the total value of the Priority 2 equipment orders have been
placed, with these including the Tungsten Dryer and Cooler,
Dewatering Units, Rod and Ball Mill, and the Fines Filter Press.
The potable water feedline connecting the Project site to the
Barruecopardo town water supply network, which will supply
the Project’s needs for drinking and sanitary water, is now 80%
installed.
Detailed engineering for the water dams was completed during
May 2016, with preparations for dam earthworks compaction
trials now also completed.
Installation of water and services lines to the site
During this period the Company awarded the Construction
Management contract for the Project to Fairport, with Fairport
having impressed with their performance and professionalism
during the Basic and Detailed Engineering stages of the Project.
Detailed (construction) engineering works for the process plant
and infrastructure are now approximately 70% complete.
Geotechnical test pitting in the area of the Project water dams
In preparation for both the dam and process plant construction
works, significant geotechnical studies and field trials were
executed, such that these important pre-construction
investigations were 100% complete in late Q1 2016.
Significant pre-construction environmental works were also
commenced, including the establishment of rabbit breeding
colonies and alternative white stork nesting sites, the removal
of old overhead power poles and lines, the reconstruction of
existing stone fences and the continuation of annual wildlife
breeding period monitoring and census activities in the areas
surrounding the Project site.
Preparations for widening of site access road
Project Biologists working in area surrounding the site
6
ReVIeW of ActIVItIes
Land Access
Prior to receipt of the Oaktree financing, Saloro had Option
to Purchase Agreements (Option Agreements”) in place over
approximately 75% of the land blocks required to commence
the Project, with a further 10% of land blocks covered by long
term rental agreements with the Barruecopardo Council. Of the
75% of land blocks that were under Option Agreements, some
98% of these have now been exercised and purchased with only
two options currently remaining to be exercised.
Drilling Program
A drilling campaign was commenced at the Project in October
with the aim of further confirming the potential for the mineral
resources at Barruecopardo to be expanded and extended at
depth. Clear potential exists to increase resources and mine life
at Barruecopardo, with drilling to date having been focussed
near surface above a depth of c.250 metres. However potentially
economic tungsten mineralisation had been encountered in
many of the deeper holes.
The remaining 15% of land blocks required to develop the
Project are required to be purchased by way of a compulsory
acquisition process, with Saloro commencing this process in
early 2015. During February 2016, a step in this administrative
process was appealed by a third party. Saloro’s Board and
legal advisers consider the basis of this appeal to be entirely
without merit. This belief was supported in May 2016 when the
Regional Mines Department issued a negative finding against
the administrative level appeal. Following legal advice, however,
in relation to the potential delay that any further continuation
of the appeal process could have on the Project start date, the
Project partners agreed to adopt a prudent approach to staging
the next phases of the construction activities.
Prudent Staging of Next Phases
Following clarification on the timing of completion of the
compulsory land acquisition process, Saloro has now approved
and adopted an optimised construction schedule for the Project
which sees commissioning in late 2017.
This schedule will see a prioritising of works on lands to which
Saloro has full access, whilst temporarily deferring works on
other lands, including the construction of the process plant. The
new schedule also aligns first production with a more positive
forecasted tungsten price environment, reducing risk and
optimising project valuations.
In line with the changes to the Project schedule, Saloro has
completed negotiations with the Project’s debt provider in
relation to amending the debt facility agreement to reflect
the new schedule, ensuring continued compliance with this
agreement.
Contract drilling rig operating during the 2015 drilling program
This five hole, 2,000 metre diamond drilling campaign has
provided excellent results including:
Bar 83:
23m @ 0.26% WO3 from 172m
(including 4m @ 1.23% WO3)
Bar 83:
5m @ 1.95 % WO3 from 404m
Bar 85:
25m @ 0.21% WO3 from 334m
(including 5m @ 0.59% WO3)
Bar 86:
6m @ 2.59% WO3 from 253m
These results support the current resource
interpretation
whilst continuing to confirm the significant potential to
extend mineralisation at depth. Works will continue during the
development and early production stages, with the ultimate
aim of extending the Barruecopardo mine life substantially
through the development of a “Stage 2” underground mine at
the Project.
7
ReVIeW of ActIVItIes
Quartz veining with coarse scheelite in core from the 2015 drilling
program
Logging of core from the 2015 drilling program
View looking over the area where the processing plant and water management facility will be located (Oct 2015).
Geotechnical investigations in progress.
8
ReVIeW of ActIVItIes
Tungsten
Tungsten has a number of outstanding and unique properties
including its hardness, high tensile strength, high melting
temperature and its wear resistance. These unique properties
ensure that there is limited ability to substitute other metals for
tungsten in its critical applications and wide ranging uses in
general industrial activities. These applications include the use
of tungsten in:
• Cemented carbides (hard-metals) used in drilling and
cutting tools and wear resistant parts (~55%)
• Alloy steels and alloys used primarily in tools (~21%)
• Fabricated tungsten products such as lighting filaments,
electrical and electronic contacts (~18%)
• Chemical applications and products (~6%)
Tungsten contained in concentrates produced from mining
operations is most commonly processed into ammonium
paratungstate (APT), as the intermediate material suitable for
the manufacture of the various tungsten end-products. APT
pricing is that most commonly used for tungsten concentrates,
being quoted as US$ per metric tonne unit (mtu) where one
mtu = 10 kilograms.
China is the dominant player in the tungsten market and a major
influence on the industry, producing around 85% of the world’s
mine production and supplying a large proportion of the rest-
of-world demand. Production costs in China have significantly
increased in recent years as a result of decreasing mined head-
grades, labour cost inflation and the adoption of environmental
and safety measures. In addition, China implemented measures
to preserve depleting tungsten resources via the introduction
of mining and export quotas, and restrictions on the issue of
new mining licences. In 2014, the WTO ruled against the use
of export quotas and taxes by China. However, despite China
ending its export quota policy, the Chinese government has
now implemented a strict export licensing system as a tool
to limit export of tungsten, and has also introduced a new
tungsten resource tax. These measures are consistent with the
continued consolidation and integration within the Chinese
industry and ensure that the Chinese policy of ensuring supply
to their growing domestic demand is maintained.
During 2015 tungsten prices saw significant falls, with a
slowdown in China coupled with a reduction in demand for
tungsten in the Energy and Mining industries, particularly in the
Oil sector which saw a circa 60% drop in the US drill rig count
during the year. However this was partly offset by increased
demand in other important markets, including Automotive
and Aerospace. Looking ahead, production cutbacks of 15%,
agreed in late 2015 by eight major Chinese tungsten producers,
together with forecasts for an increase in demand during 2016
are both supportive of increasing prices. This has already been
seen to date during 2016 with the APT price having risen by
~30% from lows reached in January 2016.
GOLD PROJECTS
Gold exploration activity on the Aurum–Ormonde Joint
Venture properties in the Salamanca and Zamora Provinces was
constrained during 2015, with Ormonde funding associated
costs and Aurum Mining diluting its interest. At the end of 2015,
Ormonde’s interest in the Joint Venture was 42% in the Zamora
permits and 47% in the Salamanca permits.
An independent geological review of the properties was
commissioned by the Joint Venture in early 2016 aimed at
taking a fresh look at the results of past exploration work, the
general geological models and controlling structures, to assist
in developing new ideas aimed at:
(a) adding significant project value; and
(b) advancing each project towards initial reportable
resource estimation.
This review has both reaffirmed the potential of these projects
to host significant gold mineralisation, whilst at the same time
identifying potential new drilling targets. Follow-up work is
being planned.
La Zarza
No work activities were carried out at La Zarza during the year.
The Company is seeking to obtain value from a divestment of its
interest in the project.
9
RepoRt of tHe DIRectoRs
FOR THE YEAR ENDED 31 DECEMBER 2015
Report of the Directors
The Directors present their Annual Report and Audited Financial Statements for the year ended 31 December 2015 of Ormonde Mining
Plc ("the Company") and its subsidiaries (collectively "the Group").
Principal Activity
The Company is listed on the Enterprise Securities Market (ESM) of the Irish Stock Exchange and the Alternative Investment Market (AIM)
on the London Stock Exchange.
The principal activity of the Company and its subsidiaries comprises acquisition, exploration, and development of mineral resource
projects in Spain.
Review of Business and Future Developments
A detailed review of activities for the year and future prospects of the Group is contained in the Chairman's Review and Review of Activities.
Principal Risks and Uncertainties
The Group's activities are carried out in Spain with support from corporate offices in Ireland. Accordingly the principal risks and uncertainties
are considered to be the following:
Exploration Risk
Exploration and development activities may be delayed or adversely affected by factors outside the Group's control, in particular; climatic
conditions, performance of joint venture partners or suppliers, availability, delays or failures in installing and commissioning plant and
equipment; unknown geological conditions; remoteness of location; actions of host governments or other regulatory authorities
(relating to, inter alia, the grant, maintenance or renewal of any required authorisations, environmental regulations or changes in law).
Commodity Price Risk
The demand for, and price of, gold, copper, tungsten, base metals and other minerals is dependent on global and local supply and
demand, actions of governments or cartels and general global economic and political developments.
Political Risk
As a consequence of activities in different parts of the world, the Group may be subject to political, economic and other uncertainties,
including but not limited to terrorism, war or unrest, changes in national laws and energy policies and exposure to different legal systems.
Financial Risk
Financial risks is explained in greater detail in Note 24.
Share Price
The share price movement in the year ranged from a low of €0.010 to a high of €0.050 (2014 : €0.036 to €0.076). The share price at the
year end was €0.018 (2014 : €0.039).
Results and Dividends
The results for the year ended 31 December 2015 are set out in the Consolidated Statement of Comprehensive Income on page 18 of
this Annual Report.
As all exploration and development costs to date have been deferred, no transfers to distributable reserves or dividends are recommended.
Directors
The names of the current Directors are set out on the inside back cover.
In accordance with the Articles of Association, Michael Donoghue retires from the Board and being eligible offers himself for re-election.
In accordance with the Articles of Association, Jonathan Henry resigns from the Board and being eligible offers himself for re-election.
10
RepoRt of tHe DIRectoRs
FOR THE YEAR ENDED 31 DECEMBER 2015
Details of Executive Directors
Mr. Stephen J. Nicol is a mining engineer with nearly 30 years’ experience in the mining industry, initially in operations and subsequently
in mine evaluation and development projects. He has held production supervisory roles in various underground and open pit mines in
Australia and Europe, culminating in a two year period as Managing Director of an Italian based gold mining and exploration operation.
Prior to joining Ormonde, he had been operating as an independent consultant working on gold and base metal mine evaluation
projects in Romania, Greece, Italy, Guinea, Kazakhstan, Canada and the Congo. Stephen was appointed to the Board in April 2008, and
served as Chief Operating Officer until September 2015 when he was appointed to the position of Managing Director.
Details of Non-Executive Directors
Mr. Michael J. Donoghue is a mining engineer by profession and has wide experience in the evaluation, funding, development and
operation of mines in Europe, Africa, South-East Asia, Australia and the Americas. His executive management experience includes an
eight-year period as General Manager - Operations for Delta Gold NL, Australia. Michael was appointed Chairman of Ormonde in April
2004 and is a member of the Audit Committee and Remuneration Committee.
Mr. John A. Carroll is a chartered secretary by profession, and has over 30 years experience including seven years as a manager with KPMG
in the Investment Company Department. He has widespread business contacts in Ireland and significant experience in the resource
sector. He was appointed Company Secretary in March 2005 and is the Chairman of the Audit Committee.
Mr. Jonathan Henry is currently President and Chief Executive Officer of TSX-listed Gabriel Resources Ltd. Between 1994 and 2010 he
worked with Avocet Mining PLC, now a West African gold mining and exploration company operating the Inata Gold Mine in Burkina
Faso, in a variety of senior management capacities including Finance Director and Chief Executive Officer of the Company. During his
tenure at Avocet he oversaw successful exploration, feasibility study, mine development and capital funding activities, plus a number of
acquisitions and disposals of mine assets in Portugal, Peru, USA, Tajikistan, Burkina Faso, Malaysia and Indonesia. Avocet’s activities during
Mr Henry’s tenure also included the redevelopment and operation of tungsten mining and processing operations in Portugal, Peru
and USA. Mr Henry has an honours degree in Natural Sciences from Trinity College, Dublin. Jonathan is Chairman of the Remuneration
Committee.
Directors and Secretary and their Interests
The interests of the Directors, the Secretary, their spouses and minor children, all of which were beneficially held, in the share capital of
the Company were:
Directors
Kerr Anderson (deceased)
John Carroll
Michael Donoghue
Jonathan Henry
Stephen Nicol
15/06/16
31/12/15
01/01/15
Ordinary Shares
Ordinary Shares
Ordinary Shares
1,061,352
2,184,251
3,595,233
-
192,105
1,061,352
2,184,251
3,595,233
-
192,105
1,061,352
2,184,251
3,595,233
-
192,105
11
RepoRt of tHe DIRectoRs
FOR THE YEAR ENDED 31 DECEMBER 2015
Directors
Kerr Anderson (deceased)
Kerr Anderson (deceased)
Kerr Anderson (deceased)
John Carroll
John Carroll
John Carroll
Michael Donoghue
Michael Donoghue
Michael Donoghue
Stephen Nicol
Stephen Nicol
15/06/16
31/12/15
01/01/15
Shares Options
Shares Options
Shares Options
-
750,000 #
1,000,000 \
-
750,000 #
750,000 \
750,000 #
300,000 ~
1,000,000 \
-
2,000,000 \
750,000 *
750,000 #
1,000,000 \
750,000 *
750,000 #
750,000 \
750,000 #
300,000 ~
1,000,000 \
1,000,000 "
2,000,000 \
750,000 *
750,000 #
1,000,000 \
750,000 *
750,000 #
750,000 \
750,000 #
300,000 ~
1,000,000 \
1,000,000 "
2,000,000 \
No change in the above share options has occurred between 31 December 2015 and the date of approval of these financial statements.
* - Share options are exercisable at a price of €0.041 at any time up to 11 May 2016.
These options have not been exercised since the year end and have since lapsed.
" - Share options are exercisable at a price of €0.109 at any time up to 14 April 2018.
# - Share options are exercisable at a price of €0.034 at any time up to 13 August 2018.
~ - Share options are exercisable at a price of €0.21 at any time up to 26 October 2016.
\ - Share options are exercisable at a price of €0.068 at any time up to 3 October 2020.
All the above shareholdings are beneficially held. No Director, Secretary or any member of their immediate families had an interest in any subsidiary.
See Note 21 for details of the share option scheme. In addition, the rules of the Company's share option schemes are available for inspection at the
registered office of the Company.
Transactions Involving Directors
There have been no contracts or arrangements of significance during the year in which Directors of the Company were interested other
than as disclosed in Note 22 to the financial statements.
Significant Shareholders
The Company has been informed or is aware that, in addition to the interests of the Directors, at 31 December 2015 and the date of this
report, the following shareholders own 3% or more of the issued share capital of the Company:
M & G Investment Managers
Thomas Anderson
Goodbody Stockbrokers Nominees Limited
Rathbone Brothers PLC
Percentage of issued share capital
15/06/16
31/12/15
8.97%
6.47%
6.24%
4.98%
8.97%
6.47%
6.22%
4.98%
The Directors are not aware of any other holding of 3% or more of the share capital of the Company.
Subsidiary Undertakings
Details of the Company's subsidiaries are set out in Note 13 to the financial statements.
Political Donations
There were no political donations during the year (31 December 2014 : Nil) as defined by the Electoral Act 1997.
12
RepoRt of tHe DIRectoRs
FOR THE YEAR ENDED 31 DECEMBER 2015
Directors' Responsibility Statement
The Directors are responsible for preparing the Annual Report and the Group and Company financial statements, in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each financial year. As required by
AIM and ESM rules and as permitted by company law, the Directors have prepared the Group financial statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by the EU (EU IFRS) and have elected to prepare the Company financial
statements in accordance with EU IFRS, as applied in accordance with the provisions of the Irish Companies Act, 2014 ("the Companies
Acts").
The Group and Company financial statements are required by law and EU IFRS to present fairly the financial position and performance
of the Group; the Companies Acts provide, in relation to such financial statements, that references in the relevant part of the Acts to
financial statements giving a true and fair view are references to their achieving a fair presentation.
In preparing each of the Group and Company financial statements, the Directors are required to:
- select suitable accounting policies and apply them consistently;
- make judgements and estimates that are reasonable and prudent; and
- state whether the financial statements have been prepared in accordance with IFRS as adopted by the European Union and as
regards the Company as applied in accordance with the Companies Act 2014; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets,
liabilities, financial position and profit or loss of the Company and which enable them to ensure that the financial statements of the
Group are prepared in accordance with IFRS, as adopted by the EU and comply with the provisions of the Companies Act 2014. They
have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities. Under applicable law, the Directors are also responsible for preparing a director's report that
complies with the Companies Act 2014.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's
website. Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Going Concern
As further disclosed in Note 2 the Directors have reviewed budgets, projected cash flows and other relevant information, and on the
basis of this review, are confident that the Company and the Group should be in a position to have adequate financial resources to
continue in operational existence for a period of twelve months from the date the financial statements were approved by the Directors.
The Group is in receipt of revenue relating to services provided to the Barruecopardo Joint Venture BV Group (which holds the
Barruecopardo Tungsten Project). The revenue provides sufficient cash flow to meet the Group’s annual operating costs. To the extent
that revenue no longer provided sufficient cashflow to meet the Group’s annual operating costs, the Group may be required to seek
alternative sources of funding such as equity finance.
The future of the Company and the Group is also dependent on the successful future outcome of its exploration interests and of the
availability of further funding to bring these interests to production.
The Directors consider that in preparing the financial statements they have taken into account all information that could reasonably be
expected to be available. Consequently, they consider that it is appropriate to prepare the financial statements on the going concern
basis.
13
RepoRt of tHe DIRectoRs
FOR THE YEAR ENDED 31 DECEMBER 2015
Corporate Governance
The Directors are committed to maintaining the highest standards of corporate governance commensurate with the size, stage of
development and financial status of the Group.
The Board is responsible for the supervision and control of the Company and is accountable to the shareholders. The Board has reserved
decision-making on a variety of matters, including determining strategy for the Group, reviewing and monitoring executive management
performance and monitoring risks and controls.
The Board currently has four Directors, comprising one executive Director and three non-executive Directors. The Board met formally
on seven occasions during the year ended 31 December 2015. An agenda and supporting documentation was circulated in advance of
each meeting. All the Directors bring independent judgement to bear on issues affecting the Group and all have full and timely access
to information necessary to enable them to discharge their duties. Non-executive directors are not appointed for specific terms, with one
third of non-executive directors up for re-election each year and each new director being subject to election at the next Annual General
Meeting following their date of appointment.
The following committees deal with the specific aspects of the Group affairs:
Audit Committee
This Committee comprises two non-executive directors. The external auditors have the opportunity to meet with members of the
Audit Committee without executive management present at least once a year. The duties of the Committee include the review of the
accounting principles, policies and practices adopted in preparing the financial statements, external compliance matters and the review
of the Group's financial results.
Nominations Committee
Given the current size of the group a Nominations Committee is not considered necessary. The Board reserves to itself the process by
which a new director is appointed.
Remuneration Committee
This Committee comprises two non-executive Directors. This Committee determines the contract terms, remuneration and other
benefits of the executive Directors, Chairman and non-executive Directors. Further details of the Group's policies on remuneration,
service contracts and compensation payments are given in the Remuneration Committee Report below.
The Group's policy on senior executive remuneration is designed to attract and retain individuals of the highest calibre who can bring
their experience and independent views to the policy, strategic decisions and governance of the Group. In setting remuneration levels,
the Remuneration Committee takes into consideration the remuneration practices of other companies of similar size and scope. A key
philosophy is that staff must be properly rewarded and motivated to perform in the best interests of the shareholders.
Total remuneration to Directors during the year ended 31 December 2015 was €442,720 (31 December 2014 : €331,868):
31/12/15
31/12/14
Executive Directors
Stephen Nicol
Kerr Anderson (deceased 31 July 2015)
Total Executive Directors' remuneration
Non-Executive Directors
Michael Donoghue (Executive Director to 29 September 2015)
John Carroll
Jonathan Henry (commenced 29 September 2015)
Total Non-executive Directors' remuneration
Total Directors' remuneration
14
180,607
116,346
296,953
99,642
37,375
8,750
145,767
442,720
140,786
81,762
222,548
76,049
33,271
-
109,320
331,868
RepoRt of tHe DIRectoRs
FOR THE YEAR ENDED 31 DECEMBER 2015
Communications
The Group maintains regular contact with shareholders through publications such as the annual and interim report, via press releases
and the Group's website, www.ormondemining.com. The Directors are responsive to shareholder telephone and e-mail enquiries
throughout the year. The Board regards the Annual General Meeting as a particularly important opportunity for shareholders, Directors
and management to meet and exchange views.
Internal Control
The Board is responsible for maintaining the Group's system of internal control to safeguard shareholders investments and Group assets.
The Directors have overall responsibility for the Group's system of internal control and have delegated responsibility for the implementation
of this system to Executive Management. This system includes financial controls that enable the Board to meet its responsibilities for the
integrity and accuracy of the Group's accounting records.
The Group's system of internal financial control provides reasonable, though not absolute, assurance that assets are safeguarded,
transactions authorised and recorded properly and that material errors or irregularities are either prevented or detected within a timely
period. Having made appropriate enquiries, the Directors consider that the system of internal financial, operational and compliance
controls and risk management operated effectively during the period covered by the financial statements and up to the date on which
the financial statements were signed.
The internal control system includes the following key features, which have been designed to provide internal financial control
appropriate to the Group's businesses:
- budgets are prepared for approval by the Board;
- expenditure and income are compared to previously approved budgets;
- a detailed investment approval process which requires Board approval of all major capital projects and regular review of the
physical performance and expenditure on these projects;
- all commitments for expenditure and payments are compared to previously approved budgets and are subject to approval by
personnel designated by the Board of Directors;
- cash flow forecasting is performed on an ongoing basis to ensure efficient use of cash resources;
- the Directors, through the Audit Committee, review the effectiveness of the Group's system of internal financial control.
Accounting Records
The measures taken by the Directors to ensure compliance with the requirements of Sections 281 to 285 of the Companies Act 2014 with
regard to the keeping of accounting records, are the employment of appropriately qualified accounting personnel and the maintenance
of computerised accounting systems. The company's accounting records are maintained at 9 Abbey House, Main Street, Clonee,
Co Meath, Ireland.
Auditor
The Auditors, LHM Casey McGrath Limited, continue in office in accordance with section 383(2) of the Companies Act 2014.
On behalf of the Board
__________________
John Carroll
Director
__________________
Michael Donoghue
Director
Date: 15 June 2016
15
InDepenDent AuDItoRs' RepoRt
TO THE MEMBERS OF ORMONDE MINING PLC
Independent Auditors' Report
We have audited the financial statements of Ormonde Mining Plc for the year ended 31 December 2015 which comprise the Consolidated
Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position,
Consolidated Statement of Cash Flows, Company Statement of Cash Flows, Consolidated Statement of Changes in Equity, Company
Statement of Changes in Equity and related notes. The financial reporting framework that has been applied in their preparation is Irish
Law and International Financial Reporting Standards (IFRS) as adopted by the European Union and, as regards the Company Financial
Statements, as applied in accordance with provisions of the Companies Act 2014.
This report is made solely to the Company's members as a body in accordance with the requirements of Section 391 of the Companies
Act 2014. Our audit work has been undertaken so that we might state to the Company's members those matters that we are required
to state to them in the Audit 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 or 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 13 the Directors are responsible for the preparation
of the financial statements giving a true and fair view. Our responsibility is to audit and express an opinion on the financial statements
in accordance with Irish law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the
Financial Reporting Council'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 and to identify any information that is apparently materially incorrect based on, or materially inconsistent with,
the knowledge acquired by us in the course of performing the audit. In addition, we read all the financial and non-financial information
in the Chairman's Report, Review of Activities and Directors 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
In our opinion
- The Group financial statements give a true and fair view, in accordance with IFRS as adopted by the European Union, of the
state of the Group's affairs as at 31 December 2015 and of its profit and cash flows for the year then ended; and
- The Company financial statements give a true and fair view of the state of the Company's affairs as at 31 December 2015; and
- The Group financial statements have been properly prepared in accordance with IFRS as adopted by the European Union; and
- The Company statement of financial position has been properly prepared in accordance with IFRS as adopted by the European
Union and as applied in accordance with the provision of the Companies Act 2014; and
- The Group and Company financial statements have been properly prepared in accordance with the Companies Act 2014.
16
InDepenDent AuDItoRs' RepoRt
TO THE MEMBERS OF ORMONDE MINING PLC
Matters on which we are required to report by the Companies Act 2014.
- We have obtained all the information and explanations which we considered necessary for the purpose of our audit.
- In our opinion the accounting records of the parent company were sufficient to permit the financial statements to be readily
and properly audited.
- The parent Company Statement of Financial Position is in agreement with the books of account.
- In our opinion the information given in the Directors' Report is consistent with the financial statements
Matters on which we are required to report by exception
We have nothing to report, in respect of the provisions, in the Companies Act 2014, to you if, in our opinion, the disclosures of directors'
remuneration and transactions specified by section 305 to 312 of the Act are not made.
__________________
Brendan Murtagh
Statutory auditor
For and on behalf of
LHM Casey McGrath Limited
Chartered Certified Accountants
Statutory Audit Firm
6 Northbrook Road, Dublin 6, Ireland.
Date: 15 June 2016
17
consolIDAteD stAteMent of coMpReHensIVe IncoMe
FOR THE YEAR ENDED 31 DECEMBER 2015
consolidated statement of comprehensive
Income
Continuing Operations
Turnover - Continuing operations
Administrative expenses
Investment income
Finance income
Finance costs
Profit/(loss) for the year before taxation
Income tax expense
Profit/(loss) on ordinary activities after taxation
Group share of loss on associate investment
Total comprehensive income/(loss) for the year
Profit/(loss) attributable to:
Owners of the Company
Total comprehensive income/(loss) attributable to:
Owners of the Company
Earnings/(loss) per share from continuing operations
Basic earnings/(loss) per share (in cent)
Diluted earnings/(loss) per share (in cent)
Notes
5
6
7
10
13
9
9
2015
€ 000's
527
(1,443)
3,397
-
(42)
2,439
-
2,439
(368)
2,071
2,071
2,071
2,071
2,071
0.44
0.44
2014
€ 000's
-
(1,625)
-
4
-
(1,621)
(5)
(1,626)
-
(1,626)
(1,626)
(1,626)
(1,626)
(1,626)
(0.36)
(0.36)
All activities derive from continuing operations. All profits/losses and total comprehensive income/loss for the year are attributable to
the owners of the Company.
The Company had no recognised gains or losses other than those dealt with in the Statement of Comprehensive Income.
The accompanying notes on pages 25-51 form an integral part of these financial statements.
On behalf of the Board
__________________
John Carroll
Director
__________________
Michael Donoghue
Director
Date: 15 June 2016
18
consolIDAteD stAteMent of fInAncIAl posItIon
AS AT 31 DECEMBER 2015
consolidated statement of financial position
Notes
2015
€ 000's
2014
€ 000's
ASSETS
Non-Current assets
Intangible assets
Property, plant and equipment
Investments
Total Non-Current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total Current assets
Total assets
EQUITY AND LIABILITIES
Capital and reserves
Issued capital
Share premium account
Share based payment reserve
Capital conversion reserve fund
Capital redemption reserve fund
Foreign currency translation reserve
Retained loss
Equity attributable to Owners of the Company
Total Equity
Current Liabilities
Trade and other payables
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
11
12
13
15
14
18
18
19
19
19
19
20
16
5,279
1
16,579
21,859
35
653
688
22,547
13,485
29,932
837
29
7
1
(22,089)
22,202
22,202
345
345
345
22,547
The accompanying notes on pages 25-51 form an integral part of these financial statements.
On behalf of the Board
__________________
John Carroll
Director
__________________
Michael Donoghue
Director
Date: 15 June 2016
18,535
1
-
18,536
222
511
733
19,269
13,485
29,932
837
29
7
1
(25,234)
19,057
19,057
212
212
212
19,269
19
coMpAny stAteMent of fInAncIAl posItIon
AS AT 31 DECEMBER 2015
company statement of financial position
Notes
2015
€ 000's
2014
€ 000's
ASSETS
Non-Current assets
Property, plant and equipment
Investment in subsidiaries
Total Non-Current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total Current Assets
Total assets
EQUITY AND LIABILITIES
Capital and reserves
Issued capital
Share premium account
Share based payment reserve
Capital conversion reserve fund
Capital redemption reserve fund
Retained loss
Equity attributable to Owners of the Company
Total Equity
Current Liabilities
Trade and other payables
Total Current Liabilities
Total Liabilities
Total Equity and Liabilities
12
13
15
14
18
18
19
19
19
20
16
1
5,965
5,966
13,207
423
13,630
19,596
13,485
29,932
837
29
7
(24,919)
19,371
19,371
225
225
225
19,596
1
8,577
8,578
11,338
396
11,734
20,312
13,485
29,932
837
29
7
(24,070)
20,220
20,220
92
92
92
20,312
The accompanying notes on pages 25-51 form an integral part of these financial statements.
On behalf of the Board
__________________
John Carroll
Director
__________________
Michael Donoghue
Director
Date: 15 June 2016
20
consolIDAteD stAteMent of cAsHfloWs
FOR THE YEAR ENDED 31 DECEMBER 2015
consolidated statement of cashflows
Notes
2015
€ 000's
2014
€ 000's
Cashflows from operating activities
Profit / (loss) for the year before taxation
Adjustments for:
Depreciation
Finance costs recognised in profit or loss
Investment revenue recognised in profit or loss
Cashflow from operating activities
Movement in working capital
Movement in debtors
Movement in creditors
Income taxes paid
Net cash generated by/(used in) operating activities
Cashflows from financing activities
Interest paid
Proceeds of issue of share capital
Other equity movement
Cashflow from financing activities
Cashflows from investing activities
Net expenditure on intangible assets
Movement of property, plant and equipment
Interest received
Acquisitions and disposals
Net cash (used in) investing activities
Share of loss in associate
Cashflow from investing activities
Net movement in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
14
14
The accompanying notes on pages 25-51 form an integral part of these financial statements.
On behalf of the Board
__________________
John Carroll
Director
Date: 15 June 2016
__________________
Michael Donoghue
Director
2,439
-
42
-
2,481
186
133
-
2,800
(42)
-
1,074
3,832
(16)
-
-
(3,306)
(3,322)
(368)
(3,690)
142
511
653
(1,621)
2
-
(4)
(1,623)
172
(59)
(5)
(1,515)
-
2,383
-
868
(1,408)
(2)
3
-
(1,407)
-
(1,407)
(539)
1,050
511
21
coMpAny stAteMent of cAsHfloWs
FOR THE YEAR ENDED 31 DECEMBER 2015
company statement of cashflows
2015
€ 000's
(849)
41
-
(808)
(1,868)
132
(2,544)
-
-
2,613
(41)
(1)
2,571
27
396
423
2014
€ 000's
(983)
-
(14)
(997)
(1,884)
(38)
(2,919)
2,384
(1)
-
14
(1)
12
(539)
919
396
Notes
Cashflows from operating activities
Loss for the year before taxation
Adjustments for:
Finance costs recognised in profit or loss
Investment revenue recognised in profit or loss
Cashflow from operating activities
Movement in working capital
Movement in debtors
Movement in creditors
Net cash (used in) operating activities
Cashflows from financing activities
Proceeds of issue of share capital
Cashflows from investing activities
Purchases of property, plant & equipment
Investment in subsidiary undertakings
Interest received/(paid)
Taxation
Net cash generated by investing activities
Net movement in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
14
14
The accompanying notes on pages 25-51 form an integral part of these financial statements.
On behalf of the Board
__________________
John Carroll
Director
__________________
Michael Donoghue
Director
Date: 15 June 2016
22
consolIDAteD stAteMent of cHAnges In equIty
FOR THE YEAR ENDED 31 DECEMBER 2015
consolidated statement of changes in equity
Balance at 1 January 2014
Loss for the year
Proceeds of share issue
Balance at 31 December 2014
Share
Capital
€ 000's
12,197
-
1,288
13,485
Share
Premium
€ 000's
28,837
-
1,095
29,932
Balance at 1 January 2015
13,485
29,932
Profit for the year
Derecognition of subsidiaries
Proceeds of share issue
-
-
-
-
Share
Based
Payment
Reserve
Other
Reserves
Retained
Losses
€ 000's
€ 000's
837
-
-
837
837
-
-
37
-
-
37
37
-
-
€ 000's
(23,608)
(1,626)
-
(25,234)
Total
€ 000's
18,300
(1,626)
2,383
19,057
(25,234)
19,057
2,071
1,074
-
2,071
1,074
-
Balance at 31 December 2015
13,485
29,932
837
37
(22,089)
22,202
The accompanying notes on pages 25-51 form an integral part of these financial statements.
On behalf of the Board
__________________
John Carroll
Director
__________________
Michael Donoghue
Director
Date: 15 June 2016
23
coMpAny stAteMent of cHAnges In equIty
FOR THE YEAR ENDED 31 DECEMBER 2015
company statement of changes in equity
Balance at 1 January 2014
Loss for the year
Proceeds of share issue
Balance at 31 December 2014
Share
Capital
€ 000's
12,197
-
1,288
13,485
Share
Premium
€ 000's
28,837
-
1,095
29,932
Balance at 1 January 2015
13,485
29,932
Loss for the year
Proceeds of share issue
-
-
-
-
Balance at 31 December 2015
13,485
29,932
Share
Based
Payment
Reserve
Other
Reserves
€ 000's
€ 000's
837
-
-
837
837
-
-
837
36
-
-
36
36
-
-
36
Retained
Losses
€ 000's
(23,087)
(983)
-
(24,070)
(24,070)
(849)
-
Total
€ 000's
18,820
(983)
2,383
20,220
20,220
(849)
-
(24,919)
19,371
The accompanying notes on pages 25-51 form an integral part of these financial statements.
On behalf of the Board
__________________
John Carroll
Director
__________________
Michael Donoghue
Director
Date: 15 June 2016
24
stAteMent of AccountIng polIcIes
FOR THE YEAR ENDED 31 DECEMBER 2015
statement of Accounting policies
01. Accounting policies
Ormonde Mining Plc ("the Company") is a company incorporated in Ireland. The Group financial statements consolidate those of the
Company and its subsidiaries (together referred to as the "Group").
The Group and Company financial statements were authorised for issue by the Directors on 15 June 2016.
Basis of preparation
The Group and Company financial statements (together the "financial statements") have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the EU.
The financial statements have been prepared on the historical cost basis. The accounting policies have been applied consistently to all
financial periods presented in the Consolidated Financial Statements.
Statement of Compliance
As permitted by the European Union and in accordance with AIM and ESM Rules, the Group financial statements have been prepared
in accordance with International Financial Reporting Standards (IFRS) and their interpretations issued by the International Accounting
Standards Board (IASB) as adopted by the EU (IFRS). The individual financial statements of the Company ("Company financial statements")
have been prepared in accordance with IFRS as adopted by the EU and as applied in accordance with the Companies Act 2014, which
permits a company, that publishes its company and group financial statements together, to take advantage of the exemption in Section
304(2) of the Companies Act, 2014, from presenting to its members its Company Statement of Comprehensive Income and related notes
that form part of the approved Company Financial Statements.
IFRS adopted by the EU as applied by the Company and the Group in the preparation of these financial statements are those that were
effective on or before 31 December 2015.
New accounting standards and interpretations for the year ending 31 December 2015
The following standards, amendments and interpretations apply from 1 January 2015:
- IFRS 1 First Time Adoption of IFRS: Meaning of 'effective IFRS'
- IFRS 3 Business Combinations - Scope exemption for Joint Ventures
- IFRS 13 Fair Value Measurement - Scope of paragraph 52 (portfolio exemption)
- IAS 40
Investment Property - Clarifying the inter-relationships between IFRS 3 and IAS 40 when classifying property as
Investment Property or own-occupied property
There was no material impact to the financial statements in the current year from these standards, amendments and interpretations.
25
stAteMent of AccountIng polIcIes
FOR THE YEAR ENDED 31 DECEMBER 2015
The following standards, amendments and interpretations are not yet required but can be early adopted:
- IFRS 11 Joint Arrangements - Accounting for Acquisitions of Interests in Joint Operations
- IAS 1
Presentation of Financial Statements - Disclosure Initiative
- IAS 16 Property Plant and Equipment
- IAS 19 Employee Benefits - Defined Benefit Plans: Employee Contributions
- IAS 21 The Effects of Changes in Foreign Exchange Rates
There would not have been a material impact on the financial statements if these standards had been applied in the current year.
Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the
Group:
- IFRS 2 Share Based Payments - effective for periods beginning on or after 1 February 2015
- IFRS 3 Business Combinations - effective for periods beginning on or after 1 February 2015
- IFRS 8 Operating Segments - effective for periods beginning on or after 1 February 2015
- IFRS 13 Fair Value Measurement - effective for periods beginning on or after 1 February 2015
- IAS 16 Property Plant and Equipment - effective for periods beginning on or after 1 January 2016
- IAS 24 Related Party Disclosures - effective for periods beginning on or after 1 February 2015
- IAS 38
Intangible Assets - Acceptable methods of depreciation and amortisation - effective for periods beginning on
or after1 January 2016
These new standards and interpretations are not expected to have a material impact on the Group financial statements.
Functional and Presentation Currency
These Consolidated Financial Statements are presented in Euro (€), which is the Company's functional currency.
Use of Estimates and Judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources.
In particular, there are significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the
most significant effect on the amounts recognised in the financial statements in the following areas:
- Note 10 - Income Tax Expense - Deferred Tax
- Note 11 - Intangible Assets
26
stAteMent of AccountIng polIcIes
FOR THE YEAR ENDED 31 DECEMBER 2015
Consolidation
The Consolidated Financial Statements comprise the financial statements of Ormonde Mining Plc and its subsidiaries for the year ended
31 December 2015.
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that
are currently exercisable or convertible are taken into account. Subsidiaries are fully consolidated from the date that control commences
until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with
the policies adopted by the Group.
Intragroup balances and transactions including any unrealised gains or losses or income or expenses arising from intragroup transactions
are eliminated in preparing the Group financial statements, except to the extent that they provide evidence of impairment.
Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, and non- controlling interests and the
other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in the income
statement. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date control is
lost. Subsequently, it is accounted for as an equity-accounted investee or as an available for sale financial asset, depending on the level
of influence retained.
The statutory financial statements of subsidiary companies have been prepared under the accounting policies applicable in their
country of incorporation with adjustments made to the results and financial position of such companies to bring their accounting
policies into line with those of the Group for consolidation purposes.
Accounting for associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of
between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under
the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the
investor's share of the profit or loss of the investee after the date of acquisition.
The Group's share of post-acquisition profit or loss is recognised in the Statement of Comprehensive Income, and its share of post-
acquisition movements in the Statement of Other Comprehensive Income is recognised in the Group Statement of Other Comprehensive
Income with a corresponding adjustment to the carrying amount of the investment.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If
this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and
its carrying value and recognises the amount adjacent to 'share of profit/(loss)' of associates in the Statement of Comprehensive Income.
Investment in associates is shown separately on the Statement of Financial Position.
Investments in subsidiaries are shown in the Company's own Statement of Financial Position. Investments in subsidiaries are stated at
cost less provisions for any permanent diminution in value.
27
stAteMent of AccountIng polIcIes
FOR THE YEAR ENDED 31 DECEMBER 2015
Exploration and Evaluation Assets
In accordance with International Financial Reporting Standard 6 - Exploration for and Evaluation of Mineral Resources, the Group uses
the cost method of recognition. Exploration costs include licence costs, survey, geophysical and geological analysis and evaluation costs,
costs of drilling and project-related overheads.
Exploration expenditure in respect of properties and licences not in production is capitalised and is carried forward in the Statement of
Financial Position under intangible assets in respect of each area of interest where:-
(i) the operations are ongoing in the area of interest and exploration or evaluation activities have not reached a stage which
permits a reasonable assessment of the existence or otherwise of economically recoverable reserves; or
(ii) such costs are expected to be recouped through successful development and exploration of the area of interest or
alternatively by its realisation.
Exploration costs include licence costs, survey, geographical and geological analysis on evaluation costs, costs of drilling and Project
related overheads.
When the Directors decide that no further expenditure on an area of interest is worthwhile, the related expenditure is written off or down
to an amount which it is considered representative of the residual value of the Group's interest therein.
Impairment
The carrying amounts of the Group's non-financial assets, other than deferred tax assets are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists then the asset's recoverable amount is estimated.
For intangible assets that have indefinite lives or that are not yet available for use, recoverable amount is estimated at each reporting
date.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-
generating unit is the smallest identifiable asset group that is expected to generate cash flows that largely are independent from other
assets and groups. Impairment losses are recognised in the Statement of Comprehensive Income. Impairment losses recognised in
respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and
then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to sell. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risk specific to the asset.
28
stAteMent of AccountIng polIcIes
FOR THE YEAR ENDED 31 DECEMBER 2015
Property, Plant and Equipment
Property, Plant and Equipment are stated at cost or valuation, less accumulated depreciation. Subsequent costs are included in an 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. Depreciation is provided at rates calculated to write off the cost less residual value of each asset
over its expected useful life, as follows:
Computer Equipment - 33% Straight line
Fixtures and fittings - 33% Straight line
Motor vehicles - 20% Straight line
The residual value and useful lives of the property, plant and equipment are reviewed annually and adjusted if appropriate at each
Statement of Financial Position date.
On disposal of property, plant and equipment the cost and the related accumulated depreciation and impairments are removed from
the financial statements and the net amount, less any proceeds, is taken to the Statement of Comprehensive Income.
Taxation
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Income Statement except to the
extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the
following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is
not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries
to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to
be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the
reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary
difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related
dividend is recognised.
Foreign Currencies
Monetary assets and liabilities denominated in a foreign currency are translated into Euro at the exchange rate ruling at the Statement
of Financial Position date. Revenues, costs and non monetary assets are translated at the exchange rates ruling at the dates of the
transactions. All exchange differences are dealt with through the Income Statement.
29
stAteMent of AccountIng polIcIes
FOR THE YEAR ENDED 31 DECEMBER 2015
Share Based Payments
The fair value of share options granted to Directors and employees under the Company's share option scheme is recognised as an
expense with a corresponding credit to the share based payment reserve. The fair value is measured at grant date and spread over the
period during which the awards vest. The fair value is measured using the Black-Scholes-Merton formula.
The options issued by the Group are subject to both market-based and non-market based vesting conditions. Market conditions
are included in the calculation of fair value at the date of the grant. Non-market vesting conditions are not taken into account when
estimating the fair value of awards as at grant date; such conditions are taken into account through adjusting the equity instruments
that are expected to vest.
The proceeds received net of any directly attributable transaction costs will be credited to share capital (nominal value) and share
premium when options are converted into ordinary shares.
Share Capital
Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a reduction in equity.
Earnings per Share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. EPS is calculated by dividing the profit or
loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during
the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise convertible notes and
share options granted to employees.
Operating Leases
Operating lease payments are recognised as an expense in the Statement of Comprehensive Income on a straight line basis over the
lease term.
Financial Instruments
Cash and cash equivalents
Cash and cash equivalents in the Statement of Financial Position comprise of cash at bank and in hand and short term deposits with an
original maturity of three months or less. Bank overdrafts that are repayable on demand and form part of the Group's cash management
are included as a component of cash and cash equivalents for the purposes of Statement of Cashflows.
Trade and other receivables and payables
Trade and other receivables and payables are stated at cost less impairment, which approximates fair value given the short dated nature
of these assets and liabilities.
30
stAteMent of AccountIng polIcIes
FOR THE YEAR ENDED 31 DECEMBER 2015
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation. Where the Group expects some or
all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset but
only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Consolidated Statement of
Comprehensive Income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using
a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.
Contingencies
A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events or where the amount of
obligation cannot be measured with reasonable reliability. Contingent assets are not recognised, but are disclosed when an inflow of
economic benefit is probable.
31
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
02. going concern
The Group made a profit of €2,071,020 and has cash and cash equivalents of €653,255 as at 31 December 2015. The Company
entered into a management services agreement in connection with Barruecopardo Joint Venture BV which provides for an annual fee of
€1,000,000. The Directors are in a position to manage the activities of the Group such that existing funds available to the Group together
with contracted income is sufficient to meet the Group's obligations and continue as a going concern for a period of at least 12 months
from the date of approval of the financial statements.
On that basis, the Directors do not consider that a material uncertainty exists in relation to going concern and have deemed it appropriate
to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result
if the Group was unable to continue as a going concern.
03. segment Information
In the opinion of the Directors the operations of the Group comprise one class of business, being the exploration and development of
mineral resources. The Group's main operations are located in Spain. The information reported to the Group's Managing Director, who
is the chief operating decision maker, for the purposes of resource allocation and assessment of segmental performance is specifically
focussed on the exploration areas in Spain.
It is the opinion of the Directors, therefore, that the Group has only one reportable segment under IFRS 8 Operating Segments, which
is exploration carried out in Spain. Other operations "Corporate" includes cash resources held by the Group and other operational
expenditure incurred by the Group. These assets and activities are not within the definition of an operating segment. Information
regarding the Group's reportable segment is presented below.
Segment Revenues and Results
The following is an analysis of the Group's revenue and results from continuing operations by reportable segment:
Exploration - Spain
Total for continuing operations
Finance Income
Profit on disposal of subsidiaries
Profit/(loss) before tax (continuing operations)
Segment Revenue
Segment Profit/(Loss)
2015
€ 000's
527
527
2014
€ 000's
-
-
2015
€ 000's
(916)
(916)
-
3,397
2,439
2014
€ 000's
(1,625)
(1,625)
4
-
(1,621)
32
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
Segment assets and liabilities
Segment assets
Corporate - Group Asset
Exploration - Spain
Consolidated assets
Segment Liabilities
Corporate - Group liabilities
Exploration - Spain
Consolidated liabilities
Other segment information
Exploration - Spain
2015
€ 000's
444
22,103
22,547
225
120
345
2014
€ 000's
416
18,853
19,269
92
120
212
Depreciation and
amortisation
additions to
non-current assets
2015
€ 000's
-
2014
€ 000's
2
2015
€ 000's
16
2014
€ 000's
1,408
Revenue from major products and services
Substantially all revenue that the Group received during the period related to the Barruecopardo Tungsten Project in Spain.
Geographical information
The Group operates in two principal geographical areas - Ireland (Country of residence of Ormonde Mining Plc) and Spain (Country
of residence of Ormonde Espana S.L., Ormonde Mineria Iberica S.L.U., Valomet S.L.U. (currently non operational) and Orillum S.L.U.).
Ormonde Mining B.V. is incorporated in The Netherlands and the holding company for an associate investment with operations in Spain.
Information about its non-current assets by geographical location are detailed below:
Ireland
Spain
Consolidated assets
Non-Current assets
2015
€ 000's
1
21,858
21,859
2014
€ 000's
1
18,535
18,536
33
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
04. statutory Information
The profit/(loss) for the financial year is stated after charging:
Depreciation of tangible assets
Auditors' remuneration
Auditors' remuneration from non-audit work
and after crediting:
Profit/(loss) on foreign currencies
2015
€ 000's
2014
€ 000's
-
25
12
37
46
46
2
22
1
23
28
28
As permitted by Section 304 of the Companies Act 2014, the Company Income Statement and Statement of Other Comprehensive
Income have not been separately presented in these financial statements.
05. Income from Investments
2015
€ 000's
3,397
2014
€ 000's
-
2015
€ 000's
-
2014
€ 000's
4
2015
€ 000's
42
2014
€ 000's
-
Profit on disposal of subsidiaries
06. finance Income
Bank interest income
07. Interest payable and similar charges
On loans and overdrafts
34
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
08. employees
Number of employees
The average monthly numbers of employees (including the Directors) during the year were:
Directors
Administration /Technical
Employment costs (including Directors)
Wages and salaries
Social welfare
During the year wages and salaries of €67,200 (2014 : €236,000) were capitalised as intangible assets.
2015
2014
Number
Number
4
7
11
2015
€ 000's
743
52
795
4
12
16
2014
€ 000's
693
69
762
35
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
09. earnings per share
Basic earnings per share
The basic and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
Profit / (loss) for the year attributable to equity holders of the parent
2015
€ 000's
2,071
2014
€ 000's
(1,626)
Weighted average number of ordinary shares for the purposes of basic earnings per share
472,507,482
455,692,724
Basic profit / (loss) per ordinary share (in cent)
0.44
(0.36)
Diluted earnings per share
The earnings used in the calculation of the diluted earnings per share are the same as those for the basic earnings per share as outlined
above.
The weighted average number of ordinary shares for the purposes of diluted earnings per share reconciles to the weighted average
number of ordinary shares used in the calculation of basic earnings per share as follows:
2015
2014
Weighted average number of shares used in the calculation of basic earnings per share
472,507,482
455,692,724
Shares deemed to be issued for no consideration in respect of:
Employee options
-
1,415,645
Weighted average number of ordinary shares used in the calculation of diluted earnings per share
472,507,482
457,108,369
Diluted profit / (loss) per ordinary share (in cent)
0.44
(0.36)
The following potential ordinary shares are not dilutive and are therefore excluded from the weighted average number of ordinary
shares for the purposes of diluted earnings per share:
Employee options
2015
2014
12,250,000
12,250,000
36
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
10. Income tax expense
Current tax
Current tax expense in respect of the current year
Total tax charge
2015
€ 000's
2014
€ 000's
-
-
5
5
The difference between the total current tax shown above and the amount calculated by applying the standard rate of Irish corporation
tax of 12.5% to the profit/(loss) before tax is as follows:
Profit/(loss) from continuing operations
Income tax expense calculated at 12.5% (31 December 2014 : 12.5%)
Effects of:
Tax relief granted at source on medical insurance premiums
Profit on disposal of investments
Investment income taxable at a different rate
Unused tax losses not recognised as deferred tax assets
Income tax expense recognised in the profit or loss
2015
€ 000's
2,439
305
2014
€ 000's
(1,626)
(203)
-
(425)
(43)
163
-
2
-
-
206
5
The tax rate used for the year end reconciliations above is the corporate rate of 12.5% payable by entities in Ireland on taxable profits under
tax law in that jurisdiction.
At 31 December 2015, the Company had unused tax losses of €9,606,518 (2014 : €8,158,000) available for offset against future profits which
equates to a deferred tax asset of €1,200,815 (2014 : €1,019,000). No deferred tax asset has been recognised due to the unpredictability of
the future profit streams. Losses may be carried forward indefinitely.
37
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
11. Intangible Assets - group
Cost
Cost
At 1 January 2014
Additions
Disposals
Impairment
At 31 December 2014
Additions
Disposals
Impairment
At 31 December 2015
31/12/15
€ 000's
5,279
5,279
31/12/14
€ 000's
18,535
18,535
01/01/14
€ 000's
17,127
17,127
Exploration &
evaluation
assets
€ 000's
17,127
1,408
-
-
18,535
16
(13,272)
-
5,279
Expenditure on exploration and evaluation activities is deferred on areas of interest until a reasonable assessment can be determined
of the existence or otherwise of economically recoverable reserves. No amortisation has been charged in the period. The Directors
have reviewed the carrying value of the exploration and evaluation assets and consider it to be fairly stated at 31 December 2015. The
Directors have recorded no impairments during the year. (2014 : €0). The recoverability of the intangible assets is dependent on the
future realisation or disposal of the mineral resources.
38
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
12. property, plant and equipment
property, plant and equipment - group
Cost or Valuation
At 1 January 2014
Additions
Disposals
At 31 December 2014
Additions
Disposals
at 31 December 2015
accumulated Depreciation and Impairment
At 1 January 2014
Disposals
Depreciation expense
At 31 December 2014
Disposals
at 31 December 2015
Net Book Value
Cost or Valuation
Accumulated depreciation and impairment
Net Book Value
Fixtures & fittings
Computer equipment
Net Book Value
Fixtures &
Fittings
€ 000's
Computer
Equipment
€ 000's
Motor
Vehicles
€ 000's
Total
€ 000's
26
-
-
26
-
(6)
20
25
-
1
26
(6)
20
27
2
-
29
-
-
29
27
-
1
28
-
28
18
-
-
18
-
(18)
-
18
-
-
18
(18)
-
71
2
-
73
-
(24)
49
70
-
2
72
(24)
48
31/12/15
€ 000's
31/12/14
€ 000's
49
(48)
1
-
1
1
73
(72)
1
-
1
1
39
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
property, plant and equipment - company
Cost or Valuation
At 1 January 2014
Additions
At 31 December 2014
Additions
at 31 December 2015
accumulated Depreciation and Impairment
At 1 January 2014
Depreciation expense
At 31 December 2014
at 31 December 2015
Net Book Value
Cost or Valuation
Accumulated depreciation and impairment
Net Book Value
Fixtures & fittings
Computer equipment
Net Book Value
Fixtures &
Fittings
€ 000's
Computer
Equipment
€ 000's
Total
€ 000's
20
-
20
-
20
20
-
20
20
19
1
20
-
20
18
1
19
19
39
1
40
-
40
38
1
39
39
31/12/15
€ 000's
31/12/14
€ 000's
40
(39)
1
-
1
1
40
(39)
1
-
1
1
40
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
13. financial Assets
financial Assets - group
Cost
At 1 January 2015
Additions
Group's share of losses in the associate
At 31 December 2015
Investment in
associate
€ 000's
-
16,947
(368)
16,579
During 2015 the Group disposed of two 100% subsidiaries, Saloro S.L.U. and Ormonde Geologia S.L.U., in return for a 30% interest in
Barruecopardo Joint Venture BV. The Group's investment in Barruecopardo Joint Venture BV is deemed to be an associate investment
under IFRS and is accounted for using equity accounting. A summary of the Group's associate is set out below :-
associate
activity
Incorporated in
Proportion of ownership
held
Barruecopardo Joint Venture BV
Mineral Exploration and
Development
The Netherlands
30%
Summarised financial information of the associate has been set out below. The summarised financial information shown represents
amounts from the associate's financial statements. The statutory financial statements of the associate have been prepared under the
accounting policies applicable in the country of incorporation with adjustments made, as appropriate, to the results and financial
position to bring their accounting policies into line with those of the Group for consolidation purposes.
Non current assets
Current assets
Current liabilities
Non current liabilities
The following amounts have been included in the amounts above
Cash and cash equivalents
Current financial liabilities
Non current financial liabilities
Loss from continuing operations
Total comprehensive loss
The following amounts have been included in the amounts above
Depreciation and amortisation
Interest income
Interest expense
Taxation credit carried forward
€ 000's
24,246
31,911
(964)
-
11,405
-
-
(1,226)
(1,226)
18
10
8
98
41
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
The summarised financial information is not the entity’s share but the actual amount included in the separate IFRS financial statements
of the associate.
The main risks arising from the Group investment in the associate are as follows:-
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
Investment valuation risk
The value of the investment is dependent on the successful development of evaluation and exploration assets. Should the development
of the evaluation and exploration assets prove unsuccessful, the carrying value in the Statement of Financial Position of the Group's
investment in the associate will reduce accordingly.
financial Assets - company
Subsidiary
undertakings
shares
€ 000's
14,949
-
14,949
-
(2,612)
12,337
(6,372)
-
(6,372)
-
(6,372)
5,965
8,577
Cost
At 1 January 2014
Additions
At 31 December 2014
Additions
Disposals
at 31 December 2015
accumulated amortisation and Impairment
At 1 January 2014
Impairment losses recognised in profit and loss
At 31 December 2014
Impairment losses recognised in profit and loss
at 31 December 2015
Net Book Values
at 31 December 2015
At 31 December 2014
42
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
Subsidiary
activity
Incorporated in
Proportion of ownership
interest and voting power held
Saloro, S.L.U.
Ormonde Espana, S.L.U.
Ormonde Geologia S.L.U.
Orillum S.L.U.
Mineral Exploration and
Development
Mineral Exploration
Mineral Exploration
Mineral Exploration
Ormonde Minerica Iberica, S.L.U.
Mineral Exploration
Valomet S.L.U.
Mineral Exploration
Spain
Spain
Spain
Spain
Spain
Spain
Ormonde Mining B.V.
Holding Company
The Netherlands
2015
0%
100%
0%
100%
100%
100%
100%
2014
100%
100%
100%
100%
100%
100%
100%
The value of the investments is dependent on future realisation or disposal. Should the future realisation or disposal prove unsuccessful,
the carrying value in the Statement of Financial Position will be written off. In the opinion of the Directors' the carrying value of the
investments at 31 December 2015 is appropriate. No impairment was recognised in 2015 or 2014 in respect of the above investments.
14. cash and cash equivalents
Cash at bank
Group
2015
€ 000's
653
653
Group
2014
€ 000's
511
511
Company
Company
2015
€ 000's
423
423
2014
€ 000's
396
396
15. trade and other Receivables
Amounts falling due within one year:
Amounts owed by Group undertakings
Other debtors
Prepayments and accrued income
Group
2015
€ 000's
Group
2014
€ 000's
Company
Company
2015
€ 000's
2014
€ 000's
-
17
18
35
-
205
17
222
13,187
11,319
2
18
2
17
13,207
11,338
All receivables are current and there have been no impairment losses during the year (2014 : Nil).
43
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
16. trade and other payables
Net obligations under finance leases and hire purchase contracts
Trade creditors
Other taxes and social welfare costs
Accruals and deferred income
Group
2015
€ 000's
-
62
53
230
345
Group
2014
€ 000's
Company
Company
2015
€ 000's
2014
€ 000's
14
23
26
149
212
-
49
52
124
225
-
20
13
59
92
Some trade creditors had reserved title to goods supplied to the Company. Since the extent to which such creditors are effectively
secured depends on a number of factors and conditions, some of which are not readily determinable, it is not possible to indicate how
much of the above amount is secured under reservation of title.
Other taxes and social welfare costs:
P.A.Y.E./P.R.S.I.
Corporation tax
Group
2015
€ 000's
53
-
53
Group
2014
€ 000's
26
-
26
Company
Company
2015
€ 000's
2014
€ 000's
53
(1)
52
13
13
17. secured liabilities
A charge was created in favour of Cooperstown S.A.R.L on 20 February 2015. The associated debt was discharged on 18 June 2015.
44
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
18. share capital - group and company
authorised equity
650,000,000 Ordinary shares of 2.5 cent each
100,000,000 Deferred shares of 3.809214 cent each
Issued capital
Share capital
Share premium
Issued capital comprises:
472,507,483 ordinary shares of 2.5 cent each
(31/12/14 : 472,507,483 and 01/01/14 : 420,936,824)
43,917,841 fully paid Deferred shares
(31/12/14 : 43,917,841 and 01/01/14 : 43,917,841)
Fully paid ordinary shares
Balance at 1 January 2014
Issue of shares for cash
Share issue costs
Balance at 31 December 2014
Issue of shares for cash
Share issue costs
Balance at 31 December 2015
31/12/15
€ 000's
31/12/14
€ 000's
01/01/14
€ 000's
16,250
3,809
20,059
13,485
29,932
43,417
11,812
1,673
13,485
Number of
shares
000's
420,937
51,570
-
472,507
-
-
16,250
3,809
20,059
13,485
29,932
43,417
11,812
1,673
13,485
Share
Capital
€ 000's
10,524
1,288
-
11,812
-
-
13,750
3,809
17,559
12,197
28,837
41,034
10,524
1,673
12,197
Share
Premium
€ 000's
28,837
1,189
(94)
29,932
-
-
472,507
11,812
29,932
Fully paid ordinary shares, which have a par value of €0.025, carry one vote and carry a right to dividends.
Deferred shares
Balance at 1 January 2014
Issue of shares for cash
Balance at 1 January 2014
Issue of shares for cash
Balance at 31 December 2015
Number of
shares
000's
3,809
-
3,809
-
3,809
Share
Capital
€ 000's
1,673
-
1,673
-
1,673
Share
Premium
€ 000's
-
-
-
-
-
45
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
The holders of the deferred shares shall not have the right to receive notice of any general meeting of the Company, or the right
to attend, speak or vote at any general meeting. The holders of the deferred shares shall not be entitled to any dividend or other
distribution. The deferred shares shall, on a return of assets in a winding up, entitle the holder only to the repayment of the amounts
paid up on such shares after repayment of the capital paid on the ordinary shares plus the payment of €12,697 per ordinary share. The
Company may, at its option, at any time, purchase all or any of the deferred shares in issue, at a price not exceeding €0.0127 for all the
deferred shares so purchased.
Capital Management
The Board's policy is to maintain a strong capital base so as to maintain investor and market confidence and to sustain future
developments of the business. There were no changes in the Group's approach to capital management during the year. The Group
deems its shareholders' funds to be its capital.
At the year end, the Directors hold 1.26% of ordinary shares, or 2.74% assuming that all outstanding share options vest and are exercised.
The upper limit on the number of share options that can be granted, including options granted under the existing scheme (see Note
21), is 10% of issued share capital.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
46
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
19. other Reserves - group and company
Balance at 1 January 2014
Recognition of share based payments
Balance at 31 December 2014
Balance at 1 January 2015
Recognition of share based payments
Balance at 31 December 2015
20. Retained losses
Deficit at beginning of year
Profit/(loss) for the year
Derecognition of subsidiary
Deficit at end of year
Share
Based
Payment
reserve
€ 000's
Capital
Conversion
reserve
Capital
redemption
reserve
Foreign
Currency
Translation
reserve
€ 000's
€ 000's
€ 000's
837
-
837
837
-
837
29
-
29
29
-
29
7
-
7
7
-
7
1
-
1
1
-
1
Group
2015
€ 000's
(25,234)
2,071
1,074
Group
2014
€ 000's
(23,608)
(1,626)
-
Company
Company
2015
€ 000's
(24,070)
(849)
-
2014
€ 000's
(23,087)
(983)
-
(22,089)
(25,234)
(24,919)
(24,070)
In accordance with the provisions of the Companies Act 2014, the Company has not presented the Company Statement of Comprehensive
Income. The related loss for the period of €849,000 (2014 - loss of €983,000) has been dealt with in the Statement of Comprehensive
Income of the Group.
47
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
21. share-based payments
Employee share option plan
The Group has an ownership-based compensation scheme for executives and senior employees of the Group. In accordance with the
provisions of the plan, as approved by shareholders at a previous general meeting, executives and senior employees may be granted
options to purchase ordinary shares.
Each share option converts into one ordinary share of Ormonde Mining Plc on exercise. No amounts are paid or payable by the recipient
on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the
date of vesting to the date of their expiry.
The following reconciles the outstanding share options granted under the employee share option plan at the beginning and end of the
financial year:
31 December 2015
31 December 2014
Number
of options
Weighted
average
exercise price
Number
of options
Weighted
average
exercise price
000's
12,250
-
12,250
12,250
€0.076
-
€0.076
€0.076
000's
16,300
(4,050)
12,250
12,250
€0.089
0.013
€0.076
€0.076
Balance at beginning of the financial year
Expired during the financial year
Balance at end of the financial year
Exercisable at end of the financial year
Exercised during the year
During the year no options were exercised or forfeited.
Balance at end of the financial year
The share options outstanding at the end of the financial year had the following exercise prices:
Number of Share Options
Outstanding
Option series 1
Option series 2
Option series 3
Option series 4
Option series 5
Option series 6
000's
1,500
2,550
-
1,200
1,000
6,000
The options outstanding at 31 December 2015 had a remaining average contractual life of 3.2 years.
Exercise
Price
€ 0.041
€ 0.034
-
€ 0.210
€ 0.109
€ 0.068
48
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
22. Related party transactions
Details of subsidiary undertakings are shown in Note 13. Related Party Disclosures, transactions between Group entities that have been
eliminated on consolidation are not disclosed.
During the year the Group acquired a 30% shareholding in Barruecopardo Joint Venture B.V. In the year an amount of €527,070 was
invoiced to Barruecopardo Joint Venture B.V. and paid in full.
Stephen Nicol is a director of Simprenta S.L. At 31 December 2014, Ormonde Mining Plc owed €7,740 to Simprenta S.L. During the year
Simprenta S.L provided services and expenses to the value of €142,022 to the Group. At 31 December 2015 Simprenta S.L was owed
€70,240 by the Group.
23. events after the Reporting Date
Saloro SLU, the company which holds the Barruecopardo Tungsten project, and in which Ormonde holds an indirect З0% beneficial
interest through its shareholding in Barruecopardo JV B.V., received notice of an administrative appeal having been lodged bу а third
party against a step in the compulsory land acquisition process being advanced bу Saloro. This administrative appeal has since been
found against the appellant and in Saloro's favour, however it has resulted in а delay to the timing of the Project development.
Independent expert legal advice has provided clarity on the expected time period to completion of the compulsory acquisition process,
given the recently resolved administrative appeal and the process of any subsequent appeals. This together with an assessment made
in relation to timing of а more positive tungsten price environment has lead Saloro to agree an optimised construction schedule for the
Project, which sees commissioning commencing in late 2017.
So as to accommodate the revised construction schedule, Saloro has recently agreed amendments to the Project's debt facility
agreement to reflect this new schedule, ensuring continued compliance with this agreement.
49
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
24. financial Instruments and financial Risk Management
The Group and Company’s principal financial instruments comprise cash and cash equivalents. The main purpose of these financial
instruments is to provide finance for the Group and Company’s operations. The Group has various other financial assets and liabilities
such as receivables and trade payables, which arise directly from its operations.
It is, and has been throughout 2015 and 2014, the Group and Company’s policy that no trading in derivatives be undertaken.
The main risks arising from the Group and Company’s financial instruments are foreign currency risk, credit risk, liquidity risk, interest rate
risk and capital risk. Management reviews and agrees policies for managing each of these risks which are summarised below.
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise.
Exchange rate exposures are managed within approved policy parameters utilising forward exchange contracts where appropriate. The
exposure to exchange rate fluctuations is limited as the Company's subsidiaries operate mainly within the Euro Zone.
At the years ended 31 December 2015 and 31 December 2014, the Group had no outstanding forward exchange contracts.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group and Company’s financial assets comprise receivables and cash and cash equivalents. The credit risk on cash and cash
equivalents is limited because the counterparties are banks with high credit-ratings assigned by international credit rating agencies.
The Group and Company’s exposure to credit risk arise from default of its counterparty, with a maximum exposure equal to the carrying
amount of cash and cash equivalents in its Consolidated Statement of Financial Position.
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar
characteristics. The Group defines counterparties as having similar characteristics if they are connected entities.
Liquidity risk management
Liquidity risk is the risk that the Group will not have sufficient funds to meet liabilities. Ultimate responsibility for liquidity risk management
rests with the Board of Directors, which has built an appropriate liquidity risk management framework for the management of the Group
and Company’s short- medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities. Cash forecasts are regularly produced to identify the liquidity requirements of the Group.
50
notes to tHe fInAncIAl stAteMents
FOR THE YEAR ENDED 31 DECEMBER 2015
The Group and Company’s financial liabilities as at 31 December 2015 and 31 December 2014 were all payable on demand.
The expected maturity of the Group and Company’s financial assets (excluding prepayments) as at 31 December 2015 and 31 December
2014 was less than one month.
The Group expects to meet its other obligations from operating cash flows. The Group further mitigates liquidity risk by maintaining an
insurance programme to minimise exposure to insurable losses.
The Group had no derivative financial instruments as at 31 December 2015 and 31 December 2014.
Interest rate risk
The Group and Company’s exposure to the risk of changes in market interest rates relates primarily to the Group and Company’s holdings
of cash and short term deposits.
It is the Group and Company’s policy as part of its disciplined management of the budgetary process to place surplus funds on short
term deposit in order to maximise interest earned.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the
return to stakeholders through the optimisation of the debt and equity balance. The Group manages its capital structure and makes
adjustments to it, in light of changes in economic conditions. To maintain or adjust its capital structure, the Group may adjust or issue
new shares or raise debt. No changes were made in the objectives, policies or processes during the years ended 31 December 2015 and
31 December 2014. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued
capital, reserves and retained losses, as disclosed in the Consolidated Statement of Changes in Equity.
Fair values
The carrying amount of the Group and Company’s financial assets and financial liabilities is a reasonable approximation of the fair value.
Hedging
At the year ended 31 December 2015 and 31 December 2014, the Group had no outstanding contracts designated as hedges.
25. Approval of financial statements
The financial statements were approved by the Board on 15 June 2016.
51
notIce of AnnuAl geneRAl MeetIng
notice of Annual general Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Ormonde Mining Plc (the “Company”) will be held at the Crowne Plaza
Hotel, The Blanchardstown Centre, Blanchardstown, Dublin 15 on 23 August 2016 at 11.00 am for the purpose of considering and, if
thought fit, passing the following resolutions of which Resolutions numbered 1 to 5 inclusive will be proposed as Ordinary Resolutions
and Resolutions numbered 6 and 7 will be proposed as Special Resolutions.
Ordinary Business
1)
2)
3)
To receive and consider the accounts for the year ended 31 December 2015, together with the reports of the Directors and
Auditors thereon (Resolution 1).
To re-elect Mr. Mike Donoghue as a Director who is recommended by the Board for re-election as a Director and who retires in
accordance with the Articles of Association (Resolution 2).
To re-elect Mr. Jonathan Henry as a Director who is recommended by the Board for re-election as a Director and who resigns in
accordance with the Articles of Association (Resolution 3).
4)
To authorise the Directors to fix the remuneration of the auditors for the year ending 31 December 2015 (Resolution 4).
Special Business
5)
As an ordinary resolution (Resolution 5):
That the Directors be and are hereby generally and unconditionally authorised pursuant to Section 1021 of the Companies Act
2014 (the “2014 Act”) to exercise all powers of the Company to allot relevant securities (as defined by Section 1021 of the 2014
Act) up to an amount equal to the authorised but as yet unissued share capital of the Company from time to time. The authority
hereby conferred shall expire at the close of business on the earlier of the date of the next annual general meeting of the Company
held after the date of the passing of this Resolution 5 and 22 November 2017 unless previously renewed, varied or revoked by
the Company in general meeting, provided however that the Company may make an offer or agreement before the expiry of this
authority which would or might require relevant securities to be allotted after this authority has expired and the Directors may allot
relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. The authority
hereby conferred shall be in substitution for any such existing authority.
6)
As a special resolution (Resolution 6):
That, subject to the passing of Resolution 5 in the notice convening this meeting, the Directors be and are hereby empowered
pursuant to Section 1023 of the 2014 Act to allot equity securities (as defined by Section 1023 of the 2014 Act) for cash pursuant
to the authority conferred by Resolution 5 above as if Subsection (1) of Section 1022 of the 2014 Act did not apply to any such
allotment provided that this power shall be limited to the allotment of equity securities:
(a)
in connection with the grant of any options or warrants by the Company or the exercise thereof; and
(b) (in addition to the authority conferred by paragraph (a) of this Resolution 6), up to an aggregate nominal value of ten per cent
of the issued share capital of the Company at the date of passing of this Resolution,
which power shall expire at the close of business on the earlier of the date of the next annual general meeting of the Company
held after the date of the passing of this Resolution 6 and 22 November 2017, save that the Company may before such expiry make
an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot
equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
52
notIce of AnnuAl geneRAl MeetIng
7)
As a special resolution (Resolution 7):
That the constitution of the Company be amended as follows:
(a) that the Memorandum of Association of the Company be amended by: (i) the insertion of the words “registered under Part 17
of the Companies Act 2014” at the end of clause 2; and (ii) the deletion of the words “Section 155 of the Companies Act, 1963”
in clause 3(18) and the substitution therefor of the words “Section 8 of the Companies Act, 2014” as shown in the form of
Memorandum of Association produced to the meeting and made available on the Company’s website www.ormondemining.com
from the date of this Notice; and
(b) that the Articles of Association of the Company in the form produced to the meeting and made available on the Company’s
website www.ormondemining.com from the date of this Notice be adopted as the new Articles of Association of the
Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company.
28 June 2016
BY ORDER OF THE BOARD
JOHN CARROLL
Secretary
Registered Office:
6 Northbrook Road
Dublin 6
Ireland
53
notIce of AnnuAl geneRAl MeetIng
Notes
Any member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote on his/
her behalf. A proxy need not be a member of the Company.
The instrument of proxy, to be valid, must be received by the Company’s Registrars, Computershare Investor Services (Ireland)
Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland not less than 48 hours before the time appointed
for the holding of the meeting.
In the case of a corporation this instrument may be either under the common seal or under the hand of an officer or attorney
authorised in that behalf.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other registered holders and for this purpose seniority shall be determined by the order in which the
name stands in the Register of Members in respect of the joint holding.
If a proxy is executed under a Power of Attorney such Power of Attorney must be deposited at the Registrar’s office along with the
instrument of proxy.
Completing and returning a Form of Proxy shall not preclude a member from attending and voting at the meeting should he/she
so wish.
1.
2.
3.
4.
5.
6.
54
foRM of pRoxy
FOrM OF PrOXY
FOR uSE aT THE aNNuaL GENERaL MEETING TO BE HELD aT 11.00aM ON 23 auGuST 2016 aT THE CROWNE PLaZa HOTEL,
THE BLaNCHaRDSTOWN CENTRE, BLaNCHaRDSTOWN, DuBLIN 15 aND aT aNY aDJOuRMENT THEREOF
OrMONDE MINING PUBLIC LIMITED COMPaNY
For*
Against*
I/We..............................................................................................
To receive and consider the accounts for the year ended 31
December 2015, together with the reports of the Directors
and Auditors thereon
To re-elect Mr. Mike Donohue as a Director who is
recommended by the Board for re-election as a Director
To re-elect Mr. Jonathan Henry as a Director who is
recommended by the Board for re-election as a Director
To authorise the Directors to fix the remuneration of the
auditors
1
2
3
4
5
To authorise the Directors to allot relevant securities
6
7
To authorise the Directors to allot equity securities for cash
and to disapply Section 1022 (1) of the Companies Act 2014
To authorise the amendments of particular clauses in the
Memorandum of Association of the Company and to
approve and adopt new Articles of Association of the
Company to reflect the new statutory references in the
Companies Act 2014 as well as some incidental changes
of................................................................................................
being (a) member(s) of the above Company HEREBY APPOINT:
________________of________________or failing him
________________of________________or failing him,
the Chairman of the meeting to be my / our proxy to vote for me
/ us and on my / our behalf at the Annual General Meeting of the
Company convened for the 23 August 2016 at 11.00 am, at the
Crowne Plaza Hotel, The Blanchardstown Centre, Blanchardstown,
Dublin 15 and at any adjournment thereof.
I / We direct the proxy to vote for / against* the resolutions to be
proposed thereat by indicating with an “X” in the boxes below as to
how my / our vote for each resolution is to be cast.
*Please indicate with an ‘X’ in the boxes below how you wish your
votes to be cast, i.e. for or against the resolution. If you do not do so,
the proxy will vote or abstain as he/she thinks fit.
DaTED THIS .................................................................................................................... day of ............................................................................................. 2016
SIGNaTuRE ................................................................................................................................................................................................................................................
NaME IN FuLL
(BLOCK LETTERS) .............................................................................................................................................................................................................................................
Notes
1. Any member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote on his/her behalf.
A proxy need not be a member of the Company.
2. The instrument of proxy, to be valid, must be received by the Company’s Registrars, Computershare Investor Services (Ireland) Limited, Heron
House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland not less than 48 hours before the time appointed for the holding of the meeting.
3.
4.
5.
In the case of a corporation this instrument may be either under the common seal or under the hand of an officer or attorney authorised in that
behalf.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other registered holders and for this purpose seniority shall be determined by the order in which the name stands in the Register
of Members in respect of the joint holding.
If a proxy is executed under a Power of Attorney such Power of Attorney must be deposited at the Registrar’s office along with the instrument
of proxy.
6. Completing and returning a Form of Proxy shall not preclude a member from attending and voting at the meeting should he/she so wish.
55
ORMONDE MINING PLC
9 Abbey House, Main Street, Clonee, Co. Meath, Ireland.
Phone: +353 (0)1 8253570, Fax: +353 (0)1 8015906
Email: info@ormondemining.com, www.ormondemining.com