AnnuAl
RepoRt
OrmOnde / Annual Report 2017
Contents
Our Business
Our Business 2
Ormonde at a Glance 3
Chairman’s Review
Review of Activities
6
8
Directors’ Report 16
Independent
Auditors’ Report 25
Consolidated Statement of
Comprehensive Income 28
Consolidated Statement
of Financial Position
Company Statement
of Financial Position
Consolidated Statement
of Cashflows
Company Statement
of Cashflows
Consolidated Statement
of Changes in Equity
29
30
31
32
33
Company Statement
of Changes in Equity 34
Notes to
the Financial Statements 35
Notice of
Annual General Meeting 58
Form of Proxy 61
Directors and
Other Information
63
2
Barruecopardo Tungsten Project:
Having successfully defined, designed, permitted and funded the Project,
Ormonde is now advancing the development of a low cost tungsten mining
project, at Barruecopardo. The funding for the Project was agreed with Oaktree
Capital Management in 2015 and consists of equity (US$44.4 million) and debt
(US$55.5 million). Ormonde retains 30% with Oaktree holding 70% of the Project.
Other Projects
Ormonde holds investigation permits in the Salamanca and Zamora Provinces
of western Spain which are in joint venture with Shearwater Group plc. These
permits are highly prospective for gold.
At La Zarza, Ormonde’s assets are no longer core to the Company’s growth
strategy and therefore Ormonde is seeking to realise value through divestment.
La Zarza is a large “massive sulphide” deposit containing significant copper, gold
and zinc resources, located in the Iberian Pyrite Belt mining district of southwest
Spain.
OrmOnde / Annual Report 2017
Ormonde at a Glance
Ormonde Mining plc is a mineral resource company currently developing a world-class
tungsten mining project and holding other mineral interests in Spain.
Ormonde’s primary activity is through its 30% interest in the transformational Barruecopardo Tungsten Project which is currently in the
advanced stages of mine construction. Once fully operational, the mine is estimated to account for around 13% of current non-Chinese
global supply of tungsten concentrates.
The Company also has a joint venture participation in several highly prospective areas of gold exploration in western Spain, and is
divesting its assets related to the La Zarza copper-gold project in southern Spain.
Ormonde’s shares are traded on the Alternative Investment Market (AIM) in London and the Enterprise Securities Market (ESM) in
Dublin. The Ormonde Group is headquartered in the Republic of Ireland.
Salamanca & Zamora
gold
Barruecopardo
TungsTen
Madrid
Lisbon
SPAIn
La Zarza
Copper-gold
3
Salamanca & ZamoraGold ExplorationBarruecopardoTungsten ProjectLa ZarzaCopper-Gold ProjectMadridSPAINLisbonSalamanca & ZamoraGold ExplorationBarruecopardoTungsten ProjectLa ZarzaCopper-Gold ProjectMadridSPAIN Tungsten from Source to End Use
Tungsten is among the toughest elements found in nature.
Possessing the highest melting point and highest tensile
strength ensures it is the strongest and most durable of
metals.
These exceptional properties make tungsten a valuable
industrial and strategic metal, which is found in essential
industrial products and many everyday items.
Global Primary Supply, Tonnes of Tungsten Metal per Year
China Rest of World (2017) Barruecopardo (full production)
63,700t W
80%
16,060t W
20%
14kt W
87%
2.06kt W
13%
Barruecopardo will account for 13%
of non-Chinese global supply of tungsten
concentrates, making it a significant producer.
Barruecopardo is a brownfield development based on an initial open pit mining
operation with a 9-year mine life.
Mining will deploy conventional open pit methods using an experienced
contractor adopting traditional drill and blast mining with shovel and truck
operations.
Simple, low cost gravity processing will extract a tungsten concentrate from the
mined ore.
At full production, 1.1 million tonnes of ore will be processed to produce tungsten
concentrates, containing 260,000 metric tonne units of WO3.
Concentrates are sold through an offtake contract. Tungsten concentrates are
mostly used to make Ammonium Paratungstate (APT) powder.
APT and other tungsten powders are then used to manufacture tungsten bearing
products.
Cemented Carbides
Cutting Tools
Carbide-tipped blades,
saws, drills, reamers and
mills are used across cutting
and machining applications
Oil & Gas
Tungsten carbide is used
in drill bit components for
petroleum exploration and
production
mining & Construction
Rock-cutting tools used
in drilling, tunnelling, and
mining contain tungsten
carbide components
Wear-resistant Parts
Used throughout
manufacturing industries
in structural components
& working of stone, wood,
plastics and metals
Tungsten
end uses
Carbide
53%
Steels & Alloys
30%
Chemicals
4%
Mill Products
13%
Chemicals
Mill Products
Steels & Alloys
Catalysts
Tungsten is used for a
growing number of catalyst
applications in the chemical
industry
Lighting & electronics
Tungsten components
in both incandescent &
fluorescent lamps. Emitters,
electronic contacts, X-ray
equipment
Superalloys
Turbine blades in jet engines
and industrial gas turbines
are made of tungsten-
containing superalloys
Tool Steels
Used for hot and cold
forming and cutting of
materials
Source: Roskill Tungsten Market Report 2017
OrmOnde / Annual Report 2017
Chairman’s Review
It is pleasing to be in a position to report that we had
a successful year, with progress at the Barruecopardo
Tungsten Project in Spain proceeding along planned
lines against a backdrop of very positive tungsten
market sentiment, such that we can look forward to
bringing the Barruecopardo Mine on stream towards
the end of 2018.
Barruecopardo
Early in 2017, Saloro SLU, the Barruecopardo Project operating company in which Ormonde
holds a 30% interest, successfully completed the process of land acquisition over the
remaining lands required to develop the Project. The last steps in this process consisted
of the compulsory acquisition of certain land blocks and, in order to avoid a lengthy court
acquisition process for these remaining blocks, the Regional Government of Castilla y León
decided to avail of the “urgent” occupation regulations, fast-tracking Saloro’s access to and
use of this remaining land. This process required a vote by the Regional Government and
it was satisfying to see the Government deliver on this, demonstrating the strong goodwill
and support for the Barruecopardo Project locally. Following a few subsequent procedural
steps, by early 2017 Saloro had access to and rights over all of the land required for the
development of a mine at Barruecopardo.
Construction work on site during 2017 can be divided into two half year periods. During the
first half of 2017, when tungsten APT prices were hovering around the US$200/mtu mark,
showing a tentative recovery from the US$160-180/mtu range of 2016, construction activity
at Barruecopardo was reduced to a steady, measured rate. The logic of this approach was
to ensure that Saloro did not commence production at a time of low metal prices, when
its debt would be at a maximum and revenue constrained. As the first half of the year
progressed, our assessment as to the market fundamentals required to support increasing
tungsten prices improved significantly, with Saloro responding in June 2017 by accelerating
the development and implementation of the Barruecopardo Project through a new fast-track
schedule.
This strategy has worked well, with APT prices rising from around US$230/mtu in June 2017
to just under US$300/mtu at the end of the year. Subsequently, over the past six months, the
APT price has been rising steadily from around US$300/mtu in January to US$352/mtu in
mid-June. As a result, we can now look forward to delivering our initial tungsten production
into a strong market, where there is a shortage of concentrate supply to feed APT plants.
Activity on site during the earlier part of 2017 was largely centred around construction of
access roads and the various water dams which will be used to store water from the existing
open-pit and to provide process water for the new plant. Activity during the second half of
the year moved onto general civils works, construction of offices, workshops and process
plant concrete footings. During this period most of the priority 1 and 2 fixed-plant was
manufactured.
Since the year-end, activities have ramped up further, and are now at the stage where this
fixed-plant is being assembled and in the process of being erected in position. Installation
of the primary crusher has been completed and installation of the secondary, tertiary
and quaternary crusher and screening circuits and crushed ore stockpile feed/outlet, is
well advanced. The ore-feed conveyors are being assembled and erected. Work on the
concentrate circuits and water treatment plant is progressing and the high-tension sub-
station and power-line are being advanced.
Michael J. Donoghue
Chairman
6
OrmOnde / Annual Report 2017
We are very pleased with the performance of the construction
programme to-date, with process plant commissioning due
to commence around the end of September 2018. We look
forward, following the completion of mine commissioning, and
on commencement of production, to Barruecopardo delivering
global markets with a secure and strategic supply of tungsten
that is independent of output from China.
Other Projects
We continue to seek the divestment of our La Zarza interests.
Against a background of overall renewed investment interest in
copper and the lack of available advanced projects, this process
has attracted interest from several parties and we continue to
advance discussions with potential investors.
At the Salamanca and Zamora gold properties, where Ormonde
(in joint venture with Shearwater Group plc) holds a 47% and
42% interest, respectively, the investigation permits are presently
going through the process of being renewed for a further 3-year
period. no new work programmes have been carried out during
the renewal process.
Corporate and Financials
The Company has reported a loss for the year of €0.1 million,
compared with a loss of €2.29 million for 2016. This significant
reduction in annual losses was a result of a reduction in losses
from the Company’s share in its associate investment (the group
in which the Barruecopardo Project is held) and there being no
impairment required to the holding value of Group assets in 2017
(impairment of €2 million in 2016).
Finally, I would like to thank shareholders, management, staff and
other stakeholders for their patience and support as we made
this journey from exploration to mine development. We believe
substantial progress has been made and we very much look
forward to commencing production later this year.
Michael J. Donoghue
Chairman
7
Review of Activities
OrmOnde / Annual Report 2017
Review of activities
2017 was a turnaround year for the development of the Company’s flagship Barruecopardo Tungsten
Project in Spain. As the global economic picture improved and tungsten prices rose consistently during
the early part of the year, in June the decision was taken to advance the Project into an accelerated
construction and implementation phase, and by the year-end substantial progress had been made in
bringing the mine towards production.
Barruecopardo is a world-class tungsten mining project which, when fully operational, will account for
around 13% of non-Chinese global supply of tungsten concentrates. The new mine development is
based on an initial open pit mining operation with a 9-year mine life, producing 260,000 metric tonne
units (“mtu”) of tungsten trioxide (WO3) per year, or 2,060 tonnes of tungsten metal, contained in a high-
quality concentrate, following a one year ramp up period.
Ormonde holds a 30% interest in the Project company, Saloro SLU, which is funded to develop the
mine through a $100 million financing package provided by funds managed by 70% joint venture partner
Oaktree Capital Management.
January to may 2017 – extended Schedule
During 2016, in response to a subdued tungsten market at that
time, and in considering revised assessments as to the optimum
timing to bring Barruecopardo first production onto market, the
Project JV partners agreed to extend the construction schedule
for the Project. The timing of major plant construction activities
was pushed back accordingly and equipment suppliers were
largely put on an extended delivery schedule, and site activity
was concentrated on earthworks and dam preparation during
the first five months of 2017.
These site works included construction of the perimeter track
and internal construction roads. Preliminary earthworks were
commenced, while general site clearing and levelling, drainage
works, and removal of historical waste dumps were advanced.
Demolition of old mine buildings was also carried out and the
site environment was improved through decontamination works
removing asbestos, oil tanks and general waste that had been
present on the site for decades.
In March 2017, works commenced to improve the access to the
floor of the historic main open pit, which involved widening the
existing ramp. As part of these works, blasting of an area of low
grade ore material was required and this exercise, conducted by
Saloro staff and contractors, marked the first “ore blast” at the
Barruecopardo Tungsten Project.
June to december 2017 – Accelerated
Construction and Implementation
Early 2017 saw a gradual and sustained rise in tungsten prices,
and growing indications that the global supply of tungsten
concentrates appeared to be tightening, as global economic
activity increased and the effect of environmental inspections
10
and closures of tungsten mines in China impacted on production
levels. Against this increasingly positive market backdrop, in
early June 2017 the Board of Saloro authorised the issuance
of outstanding approvals for various equipment and plant
construction contracts, thus advancing the Project into an
accelerated construction and implementation phase.
This led to an immediate ramping up of detailed engineering
design work and the construction management contractor for the
Project, Fairport Engineering Limited, appointed a construction
manager and assembled a dedicated Project team. The pause
previously placed on the manufacture of Priority 1 and Priority 2
equipment was lifted and orders were placed for the remaining
equipment.
Major construction activities were also immediately undertaken,
with foundations being laid for the Workshop in June by a
contractor from the local area. By early July, the water dams
construction contract was awarded to Cerezo, a Spanish
company with wide experience in the construction of dams and
other mining infrastructure, including the execution of entire open
pit mining operations for several international mining companies.
Cerezo mobilised to site and commenced work immediately so
that by the end of July excavations for the Main Water Dam and
ancillary water dams were well advanced. Dam construction
continued to be the main focus of activity during August and
September, with work being well advanced on the construction
of both the Main Water Dam and the Return Water Dam (Dam A)
and construction works also starting on Dam B.
Meanwhile, the civil works contract for the construction of all the
foundations required for the Crush and Screen Circuit, Process
Plant and associated infrastructure was awarded to Copisa, a
Spanish company active in Europe, Africa, Central America
and South America. Copisa has particular experience in the
OrmOnde / Annual Report 2017
August 2017 / Early Workshop Construction
execution of large projects in a wide range of sectors, including
infrastructure and industrial works. Final construction designs
for these civil works were progressed during September and
Copisa mobilised to site in the first half of October, with works
commencing immediately.
By the end of October, the Barruecopardo site was starting to
take shape. At this time, on average, 78 people were employed
on the site (Saloro plus contractors), of which 32 were from
Barruecopardo and surrounding communities.
December 2017 / Aerial View of Water Dams
11
OrmOnde / Annual Report 2017
Review of activities
About Barruecopardo
simple Mining:
The Project is a brownfield site, the deposit having been
previously worked by open pit methods from the early
1900s until 1982. The new open pit will comprise northern,
southern and depth extensions to the historic main pit
excavation. Mining will be carried out by conventional
open pit methods using an experienced mining contractor,
adopting traditional drill and blast mining with shovel and
truck operations. Full mine production of 1.1 million tonnes
per annum (Mtpa) of ore will be achieved following a one-
year ramp-up period.
simple processing:
The nature of the tungsten mineralisation at Barruecopardo
leads to a low cost and low risk metallurgical processing
route. The gravity processing of tungsten-bearing scheelite
ore uses proven technology, essentially very similar to that
which was previously employed to produce a premium
tungsten concentrate at the historic Barruecopardo mining
operations.
The 1.1 Mtpa crushing circuit will crush the ore to 5
millimetres. At this size, the majority of the scheelite is
liberated with no requirement for further grinding to liberate
Mineral resources and ore reserves:
Total mineral resources
and concentrate the scheelite, and therefore no losses of
fine scheelite and no need for a tailings facility. The crushed
ore is screened and fed through a pre-concentration gravity
concentration circuit, consisting of jigs and spirals, prior
to a very small clean-up circuit to remove sulphides and
produce a final concentrate product for sale.
The crush and screen circuit and process plant have the
added benefit of including around 40% spare capacity,
substantially reducing start-up risk and enabling future
expansion.
Future expansion potential:
Together with this spare capacity in the processing operation,
there is significant potential to extend the current mine life
and increase production through the future development of
a “Stage 2” underground mine. The initial open pit design
captures only 40% of the current total Mineral Resource
delineated at the Project. The Barruecopardo deposit is
open along strike and at depth, as demonstrated by recent
drilling programmes, and further detailed delineation of the
underground potential is planned during the early open pit
production phase.
Category
Measured
Indicated
Inferred
Total
million Tonnes
Grade (WO3%)
Contained WO3 (mtu)
5.47
12.33
9.59
27.39
0.34
0.26
0.23
0.26
1.86 million
3.20 million
2.20 million
7.12 million
Ore reserves within the Open Pit
Category
Proven
Probable
Total
million Tonnes
Grade (WO3%)
Contained WO3 (mtu)
4.96
3.73
8.69
0.33
0.26
0.30
1.64 million
0.98 million
2.61 million
The Mineral Resource Estimate was prepared by CSA Global as reported in December 2011 and is unchanged. It was reported
according to the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC
Code 2004 edition). Mineral Resources are inclusive of Ore Reserves.
12
OrmOnde / Annual Report 2017
May 2018 / Crush & Screen Plant
Structural concrete work for the main plant area commenced
with Copisa installing footings and reinforced retaining walls
in the primary crusher area. Dam construction continued with
installation of under-drainage, assisted by a run of prolonged dry
weather. Progress was also made on other site infrastructure,
with the workshop completed and already in use as a temporary
site office. Work was also underway by local contractors on the
ablution block and lunch room, potable water plant and fencing
of the laydown area.
By the year end, civils works were well advanced in all priority
areas, including primary crusher, secondary cone crushers and
screening circuits, while the crushed ore stockpile reclaim tunnel
and fine ore bin foundations were also progressed significantly.
At this stage major Process Plant equipment items had started
to arrive on-site.
Waste rock from the open pit area was being mined intermittently
to supply fill material for the run-of-mine (ROM) pad. The major
dam earthworks were largely complete, dam liners were in
manufacture and installation of under-drainage and spillways well
advanced. Reflecting the build-up in activity, 110 people were
employed on the site at the end of December, including 32 from
Barruecopardo and surrounding communities.
January to may 2018
Since the year-end, the site has been transformed as the major
structural elements and processing equipment have been
installed.
Metso Minerals Portugal commenced the installation of the
Turnkey Crush and Screen Plant in February 2018, and by the
end of May the primary crusher and discharge conveyor to
the coarse ore stockpile had been completed. The installation
of secondary, tertiary and quaternary crushers and screening
circuits was also advancing well.
In the Process Plant area, the civil works were materially
completed and equipment installation well underway, including
completion of jigs installation and erection of the filter press.
The contract for design, supply and installation of the Process
Plant structural work was awarded and structural installation
commenced.
The Main Water Dam and Dam A were completed and fully
lined, and ready for handover. The Turnkey Water Treatment Plant
installation by the Spanish subsidiary of Veolia Water Technologies
was well advanced, as was the installation of the high tension
substation and power line, and the medium tension ring main.
Also, by the end of May 2018, the permanent site offices were
completed and in use, as well as change rooms, ablutions block
and other site facilities being either complete or nearly complete.
As at the end of May 2018, 121 people were employed on the
site, including 23 from Barruecopardo and surrounding towns.
Health, Safety, environment and Community
Saloro is committed to running the Barruecopardo Tungsten
Project to the highest of international standards, with particular
attention to Occupational Health and Safety, and the Environment.
Since 2014, Saloro has been accredited under the following
standards:
> OHSAS 18001 (Occupational Health and Safety Management
Systems); and
13
OrmOnde / Annual Report 2017
Review of activities
May 2018 / Process Plant
> ISO 14001 (Environmental Management).
At 2017 year end, Saloro had recorded 203,711 Lost Time Injury
(LTI) free work hours and had no LTIs during that year. Since the
year end, one LTI was reported in February 2018 when a worker
on the water dams sustained a foot injury. The worker returned
to work two days later, and the operating practices leading to the
injury were revised to avoid recurrence.
On the environmental side, wildlife surveys were ongoing.
Decontamination works within the mine site were also ongoing
during the year and completed in early 2018. This work included
removal of asbestos roofing and oil tanks from historic (pre-
1980s) mine buildings. Many of the old and unstable mine
buildings were also demolished and removed. Other waste that
had been dumped on the site over the years was also cleaned
up.
These decontamination and clean-up measures are the first
steps in applying a new, modern and best-practice mining
operation to actually improve the environment of a brownfields,
abandoned mine site.
Water management is another means by which Saloro is
minimising the environmental impact of the new mining operation,
while improving on the area’s industrial past. The water currently
accumulated in the historical pit excavation will be pumped out
to the Water Treatment Plant, cleaned and stored in the Main
Water Dam for use in the Process Plant - the mine is to be self-
sufficient in its water requirements and it will not be a burden on
other water supply sources in the area.
Saloro is further committed to ensure that the benefits brought
14
by its mine production activities are enjoyed by all stakeholders,
including its employees and the local surrounding communities.
This approach includes hiring staff from the local area and, where
possible, using local contractors and suppliers. Saloro supports
local community events and in May 2018, during the annual Feria
de San Felipe in Barruecopardo, Saloro was awarded the Town
Medal in recognition of its investment in the town.
Tungsten market
Reported price quotations for Ammonium Paratungstate (APT),
the secondary tungsten product most commonly used as an
industry benchmark, rose during 2017 from US$193/mtu in early
January to a peak in September of US$323, before consolidating
at US$298 at the end of December. This represented an overall
54% appreciation in the price during the year, and an 83%
increase on the US$163 low of January 2016. APT prices have
continued to strengthen in early 2018, reaching US$345/mtu at
the end of May.
To some extent, tungsten has followed the upwards trend of
other commodities during a period of general economic recovery;
however environmental clampdowns in China, the dominant
world tungsten producer, appeared to factor heavily in further
supporting prices. The enforcement of environmental standards
by Chinese regulators has led to the curtailment or closure of
illegal and non-compliant mining operations in key mining
centres, and Chinese APT production hubs have reportedly also
been impacted by the drive to reduce pollution.
These Chinese environmental actions are looking increasingly to
be long term measures, and, with growth in new mine supply
looking limited in the near to medium term, Barruecopardo is
OrmOnde / Annual Report 2017
May 2018 / Tailings Thickener & Filter Press
well positioned to benefit from a favourable market as it moves
towards completion and first production.
Other Projects
At La Zarza, the Company continues to seek the divestment of its
subsidiary company Ormonde España SLU (OESL), the owner of
the land over the La Zarza Copper-Gold Project and all the data
assets acquired during its joint venture on the project, which has
attracted interest from numerous parties.
Towards the end of 2017, OESL was required, as one of several
parties, to attend an ongoing local Court investigative procedure
into an accidental discharge in May 2017 of acidic mine waters
from a gallery close to the historic La Zarza underground mine.
As OESL is not the owner of the mining concessions and has not
been active in this area since 2010, strong legal advice is that the
Company has no responsibility or liability in this matter.
Ormonde continues to maintain its interest in the Joint Venture
with Shearwater Group plc over gold exploration projects in the
Salamanca and Zamora Provinces of western Spain. Ormonde
has a 47% interest in two Investigation Permits in Salamanca,
and a 42% interest in the two Investigation Permits covering the
Pino de Oro project in Zamora.
Previous work by the Joint Venture and independent geological
studies have affirmed the potential of these projects to host
significant gold mineralisation and several drill targets have been
identified. However, each of the Investigation Permits have to be
renewed for an additional 3-year term before any new exploration
works can be carried out.
During 2017, one of the Salamanca permits was renewed by the
Provincial Government. The renewals of the other three permits
require approval by the Regional Government, and these were
still pending at the year end.
The Company has applied for new Investigation Permits with
gold exploration potential elsewhere in Spain, and reviews new
opportunities on an ongoing basis.
15
DiRectoRs’ RepoRt AnD
finAnciAl stAteMents
OrmOnde / Annual Report 2017
Directors’ Report
for the Year ended 31 december 2017
The Directors present their Annual Report and Audited Financial Statements for the year ended 31 December 2017 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 sections of this report.
Principal risks and Uncertainties
The Group’s activities are carried out in Spain and Ireland. The Group undertakes periodic reviews to identify risk factors which may affect
its business and financial performance. The summary set out below is not exhaustive as it is not possible to identify all risks that may
affect the Group, but the Directors consider the principal risks and uncertainties 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 the grant, maintenance or renewal of any required authorisations, environmental regulations or changes in law.
Commodity price risk
The demand for, and price of, tungsten, gold, copper, 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 changes in national laws and energy policies and exposure to different legal systems.
Financial risk
Financial risk is explained in greater detail in note 24.
18
OrmOnde / Annual Report 2017
Share Price
The share price movement in the year ranged from a low of €0.0125 to a high of €0.0288 (2016 : €0.01130 to €0.0300). The share price
at the year end was €0.0213 (2016 : €0.0175).
results and dividends
The results for the year ended 31 December 2017 are set out in the Consolidated Statement of Comprehensive Income on page 28 of
this Annual Report.
no 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, Jonathan Henry retires from the Board and being eligible offers himself for re-election.
details of 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 he is a member of the Audit Committee and Remuneration Committee. During 2017 Michael became Interim Managing
Director, upon the resignation of Stephen J. nicol on 18 September 2017.
Mr. Stephen J. nicol is a mining engineer with some 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. Stephen resigned as
Managing Director on 18 September 2017, but continues in the role of CEO of Saloro SLU.
details of non-executive directors
Mr. John A. Carroll is a chartered secretary by profession, and has over 35 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 a member of the Audit Committee.
Mr. Jonathan Henry is currently President and Chief Executive Officer of TSX Venture Exchange-listed Gabriel Resources Ltd. Between
1994 and 2010 he worked with Avocet Mining PLC, 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 the Chairman of the Remuneration Committee.
19
OrmOnde / Annual Report 2017
Directors’ Report
for the Year ended 31 december 2017
directors
John Carroll
Michael Donoghue
Jonathan Henry
Stephen nicol ¬
directors
John Carroll
John Carroll
Michael Donoghue
Michael Donoghue
Stephen nicol ¬
Stephen nicol ¬
Stephen nicol ¬
18 Jun ‘18
31 dec ‘17
1 Jan ‘17
Ordinary Shares
Ordinary Shares
Ordinary Shares
2,184,251
3,595,233
-
192,105
2,184,251
3,595,233
-
192,105
2,184,251
3,595,233
-
192,105
18 Jun ‘18
31 dec ‘17
1 Jan ‘17
Shares Options
Shares Options
Shares Options
750,000 #
750,000 \
750,000 #
1,000,000 \
2,000,000 \
3,000,000 *
750,000 #
750,000 \
750,000 #
1,000,000 \
1,000,000 "
2,000,000 \
3,000,000 *
750,000 #
750,000 \
750,000 #
1,000,000 \
1,000,000 "
2,000,000 \
- *
¬ - Resigned 18 September 2017
no change in the above share options has occurred between 31 December 2017 and the date of approval of these financial statements
other than those detailed above.
# - 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 €0.109 at any time up to 14 April 2018.
\ - Share options are exercisable at a price of €0.068 at any time up to 3 October 2020.
* - Share options are exercisable at a price of €0.025 at any time up to 4 October 2025.
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.
20
OrmOnde / Annual Report 2017
Significant Shareholders
The Company has been informed or is aware that, in addition to the interests of the Directors, at 31 December 2017 and the date of this
report, the following shareholders own 3% or more of the issued share capital of the Company:
Thomas Anderson
M & G Investment Managers
Goodbody Stockbrokers nominees Limited
Percentage of issued share capital
18 Jun ‘18
31 dec ‘17
10.87%
8.97%
6.97%
10.87%
8.97%
6.76%
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 14 to the financial statements.
Political donations
There were no political donations during the year (31 December 2016: nil) as defined by the Electoral Act 1997.
directors’ responsibility Statement
The Directors are responsible for preparing the Directors’ 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. Under that
law and in accordance with AIM and ESM rules the Directors have prepared the Company’s financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by the EU (EU IFRS).
Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view
of the assets, liabilities and financial position of the Company and the Group and of its profit and loss for that period.
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;
- 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 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 directors’ 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.
21
OrmOnde / Annual Report 2017
Directors’ Report
for the Year ended 31 december 2017
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 a managment services agreement with the Barruecopardo Joint Venture BV Group (which
holds the Barruecopardo Tungsten Project). This contracted revenue provides sufficient cash flow to meet the Group’s annual operating
costs. To the extent that Group 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 on 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.
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 three Directors, comprising two non-executive directors and one executive director. The Board met formally on
eight occasions during the year ended 31 December 2017. An agenda and supporting documentation were 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 is subject to election at the next Annual General
Meeting following the date of appointment.
The following committees deal with the specific aspects of the Group affairs:
Audit Committee
This Committee comprises one executive director and one non-executive director. 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.
22
OrmOnde / Annual Report 2017
remuneration Committee
This Committee comprises one executive director and one non-executive director. 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 2017 was €209,105 (31 December 2016 : €305,607):
executive directors
Stephen nicol (resigned 18 September 2017)
Michael Donoghue
Total executive directors’ remuneration
non-executive directors
Michael Donoghue
John Carroll
Jonathan Henry
Total non-executive directors' remuneration
Total directors' remuneration
31 dec ‘17
31 Dec ‘16
€
63,555
75,375
138,930
-
35,175
35,000
70,175
209,105
€
159,880
-
159,880
75,524
35,203
35,000
145,727
305,607
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 and managers 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.
23
OrmOnde / Annual Report 2017
Directors’ Report
for the Year ended 31 december 2017
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 Bracetown Business Park, Clonee, Co Meath,
Ireland.
Auditor
The Auditors, LHM Casey McGrath Limited, have indicated their willingness to continue in office in accordance with section 383(2) of the
Companies Act 2014.
Post balance sheet events
The Directors confirm that there have been no events since the end of the financial year which would require adjustment to or disclosure
in these financial statements.
directors’ Compliance Statement
The Directors, in accordance with Section 225(2) of the Companies Act 2014, acknowledge that they are responsible for securing the
Company’s compliance with certain obligations specified in that Section arising from the Companies Act 2014, and tax laws ( ‘ relevant
obligations ‘). The Directors confirm that:
- A Compliance Policy Statement has been drawn up setting out the Company’s policies that in their opinion are appropriate with
regards to such compliance;
- Appropriate arrangements and structures have been put in place that, in their opinion are designed to provide reasonable assurance
of compliance in all material reports with those relevant obligations; and
- A review has been conducted, during the financial year, of those arrangements and structures.
relevant Audit Information
The Directors believe that they have taken all steps necessary to make themselves aware of any relevant audit information and have
established that the Group’s statutory auditors are aware of that information. In so far as they are aware, there is no relevant audit
information of which the Group’s statutory auditors are unaware.
On behalf of the Board
__________________
John Carroll
Director
Date: 18 June 2018
24
__________________
michael donoghue
Director
OrmOnde / Annual Report 2017
Independent Auditors’ Report
for the Year ended 31 december 2017
Opinion
We have audited the financial statements of Ormonde Mining plc (‘the Company’) and its subsidiaries (‘the Group’) for the year ended 31
December 2017, 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 the 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 (“EU”).
In our opinion:
- the Group financial statements give a true and fair view of the assets, liabilities and financial position of the Group as at 31
December 2017 and of its loss for the year then ended;
- the Company statement of financial position gives a true and fair view of the assets, liabilities and financial position of the Company
as at 31 December 2017;
- the Group financial statements have been properly prepared in accordance with IFRS as adopted by the EU as applied in accordance
with the provisions of the Companies Act 2014;
- the Company financial statements have been properly prepared in accordance with IFRS as adopted by the EU as applied in
accordance with the provisions of the Companies Act 2014;
- the Group financial statements and Company financial statements have been properly prepared in accordance with the requirements
of the Companies Act 2014.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (“ISAs (Ireland)”) and applicable law. Our
responsibilities are further described in the Auditor’s responsibilities section of our report. We have fulfilled our ethical responsibilities
under, and we remained independent of the Group in accordance with, ethical requirements applicable in Ireland, including the Ethical
Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA) as applied to listed entities. We believe that the audit
evidence we have obtained is a sufficient and appropriate basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements
and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Group audit matters
In arriving at the Group audit opinion we determined that there were two key audit matters:
1) Valuation of intangible assets, detailed in note 12, with a carrying value of €3.3 million.
2) Valuation of investment in subsidiaries, detailed in note 14, with a carrying value of €16.2 million.
There is a significant risk in relation to recoverability given the judgemental and subjective considerations in performing impairment
analysis.
In addressing the matters, our audit procedures included:
- Considering management’s impairment assessment and corroborated the information therein through other information obtained
during the course of the audit.
- Considering the ongoing activities in respect of each claim area and considering the existence of impairment indicators to determine
the need for an impairment provision.
25
OrmOnde / Annual Report 2017
Independent Auditors’ Report
for the Year ended 31 december 2017
no material misstatements were noted as part of our testing.
Company audit matters
In arriving at the Company audit opinion, the key audit matter was investment in subsidiaries as detailed in note 14. There is a significant
risk given the judgemental and subjective considerations in performing impairment analysis.
In addressing the matter our audit procedures included:
- Considering management’s impairment assessment and corroborated the information therein through other information obtained
during the course of our audit.
no material misstatements were noted as part of our testing.
Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements was set at €100,000 (2016: €85,000), determined with reference to a benchmark of total
assets of which it represents 0.005% (2016: 0.004%). We consider total assets to be the most appropriate benchmark as it reflects the
nature of the business as a mining entity at the exploration and evaluation stage of its lifecycle.
We report to the Audit Committee all corrected and uncorrected audit misstatements identified in our audit with a value in excess of
€2,000 (2016: €1,700) in addition to any identified misstatements below that level that we believe warrant reporting on qualitative grounds.
Materiality for the Company financial statements as a whole was set at €57,000 (2016: €80,000) determined by reference to a benchmark
of the Company’s total assets of which it represents approximately 0.003% (2016: 0.004%).
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which ISAs (Ireland) require us to report to you where:
- the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
- the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt
about the Company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from
the date when the financial statements are authorised for issue.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report,
other than the financial statements and our Auditors’ Report thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If,
based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact.
Based solely on our work on the other information:
- we have not identified material misstatements in the Directors’ Report or other accompanying information;
- in our opinion, the information given in the Directors’ Report and other accompanying information is consistent with the financial
statements;
- in our opinion, the Directors’ Report has been prepared in accordance with the Companies Act 2014.
26
OrmOnde / Annual Report 2017
Opinion on other matters prescribed by the Companies Act 2014
Based solely on the work undertaken in the course of the audit, we report that:
- 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 parent company financial statements
to be readily and properly audited.
- The parent company Statement of Financial Position is in agreement with the accounting records.
matters on which we are required to report by exception:
We have nothing to report in respect of the provisions of the Companies Act 2014 which require us to report to you if, in our opinion
the disclosures of Directors’ remuneration and transactions specified by section 305 to 312 of the Companies Act 2014 are not made.
respective responsibilities
Responsibilities of Directors for the financial statements
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Auditors responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an Auditors’ Report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description which forms part of our Auditors’ Report, of our responsibilities for the audit of the financial statements is located on
the IAASA’s website at: https://www.iaasa.ie/Description of auditors responsibilities for audit.pdf
The purpose of the audit report and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with 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 we are required to state to them in an
Auditors’ Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
__________________
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: 18 June 2018
27
OrmOnde / Annual Report 2017
Consolidated Statement of Comprehensive Income
for the Year ended 31 december 2017
Continuing Operations
Turnover - Continuing operations
Administration expenses
Amounts written off intangible assets
Finance costs
Loss for the year before tax
Income tax expense
Loss on ordinary activities after taxation
Group share of loss on associate investment
Total comprehensive loss for the year
Loss attributable to:
Owners of the Company
Total Comprehensive Loss attributable to:
Owners of the Company
Loss per share from continuing operations
Basic loss per share (in cent)
Diluted loss per share (in cent)
notes
2017
€ 000's
Restated*
2016
€ 000's
6
7
11
14
10
10
750
(764)
-
(1)
(15)
-
(15)
(86)
(101)
(101)
(101)
(101)
(101)
(0.02)
(0.02)
1,000
(855)
(2,000)
-
(1,855)
(1)
(1,856)
(431)
(2,287)
(2,287)
(2,287)
(2,287)
(2,287)
(0.48)
(0.48)
* Certain amounts shown here do not correspond to the 2016 financial statements and reflect adjustments made in respect of the matter
detailed in note 3.
All activities derive from continuing operations. All profits and losses and total comprehensive loss for the year are attributable to the
owners of the Company.
The accompanying notes on pages 35 - 57 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 18 June 2018 and signed on its behalf by :
__________________
michael donoghue
Director
On behalf of the Board
__________________
John Carroll
Director
Date: 18 June 2018
28
Consolidated Statement of Financial Position
as at 31 december 2017
OrmOnde / Annual Report 2017
Assets
non-Current Assets
Intangible assets
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
notes
12
14
15
16
18
18
19
19
19
19
20
17
2017
€ 000's
3,311
16,227
19,538
32
511
543
20,081
13,485
29,932
837
29
7
1
(24,312)
19,979
19,979
102
102
102
20,081
Restated*
2016
€ 000's
3,300
16,313
19,613
37
694
731
20,344
13,485
29,932
837
29
7
1
(24,211)
20,080
20,080
264
264
264
20,344
* Certain amounts shown here do not correspond to the 2016 financial statements and reflect adjustments made in regard of the matter
detailed in note 3.
The accompanying notes on pages 35 - 57 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 18 June 2018 and signed on its behalf by :
On behalf of the Board
__________________
John Carroll
Director
Date: 18 June 2018
__________________
michael donoghue
Director
29
OrmOnde / Annual Report 2017
Company Statement of Financial Position
as at 31 december 2017
Assets
non-Current Assets
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
notes
2017
€ 000's
2016
€ 000's
14
15
16
18
18
19
19
19
20
17
8,780
8,780
8,380
448
8,828
17,608
13,485
29,932
837
29
7
(26,756)
17,534
17,534
74
74
74
17,608
8,780
8,780
8,295
520
8,815
17,595
13,485
29,932
837
29
7
(26,905)
17,385
17,385
210
210
210
17,595
The accompanying notes on pages 35 - 57 form an integral part of these financial statements.
The financial statements were approved by the Board of Directors on 18 June 2018 and signed on its behalf by :
__________________
michael donoghue
Director
On behalf of the Board
__________________
John Carroll
Director
Date: 18 June 2018
30
Consolidated Statement of Cashflows
for the Year ended 31 december 2017
OrmOnde / Annual Report 2017
notes
2017
€ 000's
Restated*
2016
€ 000's
Cashflows from operating activities
Loss for the year before taxation
Adjustments for:
Depreciation
Write down of intangible assets
Cashflow from operating activities
movement in working capital
Movement in debtors
Movement in creditors
net cash generated by operating activities
Cashflows from investing activities
net expenditure on intangible assets
Acquisitions and disposals
net cash generated by 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
16
(15)
-
-
(15)
5
(162)
(172)
(11)
86
75
(86)
(11)
(183)
694
511
(1,856)
1
2,000
145
(1)
(82)
62
(21)
431
410
(431)
(21)
41
653
694
* Certain amounts shown here do not correspond to the 2016 financial statements and reflect adjustments made in respect of the
matters detailed in note 3.
The accompanying notes on pages 35 - 57 form an integral part of these financial statements.
On behalf of the Board
__________________
John Carroll
Director
Date: 18 June 2018
__________________
michael donoghue
Director
31
OrmOnde / Annual Report 2017
Company Statement of Cashflows
for the Year ended 31 december 2017
notes
2017
€ 000's
2016
€ 000's
149
-
149
(85)
(136)
(72)
(72)
520
448
(1,986)
1
(1,985)
2,097
(15)
97
97
423
520
Cashflows from operating activities
Profit / (Loss) for the year before taxation
Adjustments for:
Depreciation
Cashflow from operating activities
movement in working capital
Movement in debtors
Movement in creditors
net cash generated by operating 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
16
The accompanying notes on pages 35 - 57 form an integral part of these financial statements.
On behalf of the Board
__________________
John Carroll
Director
Date: 18 June 2018
__________________
michael donoghue
Director
32
OrmOnde / Annual Report 2017
Consolidated Statement of Changes in Equity
for the Year ended 31 december 2017
Share
Capital
€ 000's
Balance at 1 January 2016 (as previously reported)
13,485
Prior year adjustment
-
Share
Premium
€ 000's
29,932
-
Balance at 1 January 2016 (as restated*)
13,485
29,932
Loss for the year
Balance at 31 December 2016
-
-
13,485
29,932
Balance at 1 January 2017 (as restated*)
13,485
29,932
Loss for the year
Balance at 31 december 2017
-
-
13,485
29,932
Share
Based
Payment
reserve
Other
reserves
retained
Losses
€ 000's
€ 000's
837
-
837
-
837
837
-
837
37
-
37
-
37
37
-
37
€ 000's
(22,089)
165
(21,924)
(2,287)
(24,211)
(24,211)
(101)
(24,312)
Total
€ 000's
22,202
165
22,367
(2,287)
20,080
20,080
(101)
19,979
* Certain amounts shown here do not correspond to the 2016 financial statements and reflect adjustments made in respect of the matter
detailed in note 3.
The accompanying notes on pages 35 - 57 form an integral part of these financial statements
33
OrmOnde / Annual Report 2017
Company Statement of Changes in Equity
for the Year ended 31 december 2017
Balance at 1 January 2016
Loss for the year
Share
Capital
€ 000's
13,485
-
Share
Premium
€ 000's
29,932
-
Balance at 31 December 2016
13,485
29,932
Balance at 1 January 2017
Profit for the year
Balance at 31 december 2017
13,485
29,932
-
-
13,485
29,932
Share
Based
Payment
reserve
Other
reserves
retained
Losses
€ 000's
€ 000's
837
-
837
837
-
837
36
-
36
36
-
36
€ 000's
(24,919)
(1,986)
(26,905)
(26,905)
149
(26,756)
Total
€ 000's
19,371
(1,986)
17,385
17,385
149
17,534
The accompanying notes on pages 35 - 57 form an integral part of these financial statements.
34
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
1. 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 18 June 2018.
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 as adopted by the EU). 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.
The 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 2017.
new accounting standards and interpretations for the year ending 31 december 2017
The following standards, amendments and interpretations apply from 1 January 2017 :
- Amendments to IAS 7: Disclosure Initiative - effective 1 January 2017
- Amendments to IAS 11: Recognition of deferred tax losses for unrecognised losses - effective 1 January 2017
- Amendments to IFRS 12: Annual Improvements to IFRS 2014 - 2016 Cycle - effective 1 January 2017
There was no material impact to the financial statements in the current year from these standards, amendments and interpretations.
The following standards, amendments and interpretations are not yet required and have not been adopted early by the Group:
- IFRS 9 Financial Instruments - effective for periods beginning on or after 1 January 2018
- IFRS 15 Revenue from Contracts with Customers - effective for periods beginning on or after 1 January 2018
- IFRS 16 Leases - effective for periods beginning on or after 1 January 2019
- IAS 17 Insurance Contracts - effective 1 January 2021
- IFRIC 22 Foreign Currency Transactions and Advance Consideration - effective 1 January 2018
- IFRIC 23 Uncertainty over Income Tax Treatments - effective 1 January 2019
- Amendments to IFRS 2: Classification and measurement of share-based payment transactions - effective 1 January 2018
- Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts - effective 1 January 2018
- Amendments to IAS 40: Transfers of Investment Property - effective 1 January 2018
- Amendments to IFRS 1 and IAS 28: Annual Improvements to IFRS 2014 - 2016 Cycle - effective 1 January 2018
There would not have been a material impact on the financial statements if these standards had been applied in the current year.
35
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
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 11 - Income Tax Expense - Deferred Tax
- note 12 - Intangible Assets
- note 21 - Share Based Payments
Consolidation
The Consolidated Financial Statements comprise the financial statements of Ormonde Mining plc and its subsidiaries for the year ended
31 December 2017.
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 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.
Investment 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.
36
OrmOnde / Annual Report 2017
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.
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
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.
37
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
Taxation
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the Statement of Comprehensive Income
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.
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.
38
OrmOnde / Annual Report 2017
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.
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 the 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
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.
39
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
2. Going Concern
The Group made a loss of €101,427 and has cash and cash equivalents of €511,422 as at 31 December 2017. The Company is party
to a management services agreement in connection with Barruecopardo Joint Venture BV which contractually provides for an annual fee
of €1,000,000. €250,000 of the payment is subject to performance criteria. 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 will be 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. To the extent
that Group 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.
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.
3. Prior Year Adjustment
The Group share of the investment in Barruecopardo Joint Venture B.V. has been restated to reflect a reduction in the share of loss from
the Associate and an increase in investments of €122,005 for 2016 and €165,300 for 2015.
4. 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 Interim 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 and development 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 and development 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:
Segment revenue
Segment Loss
Exploration and development - Spain
Total for continuing operations
Amounts written off intangible assets
Consolidated comprehensive loss for the year
Segment assets and liabilities
Segment Assets
Corporate - Group Asset
Exploration and development - Spain
Consolidated assets
Segment Liabilities
Corporate - Group liabilities
Exploration and development - Spain
Consolidated liabilities
40
2017
€ 000's
750
750
2016
€ 000's
1,000
1,000
2017
€ 000's
(101)
(101)
-
(101)
2017
€ 000's
496
19,585
20,081
74
28
102
2016
€ 000's
(287)
(287)
(2,000)
(2,287)
2016
€ 000's
537
19,807
20,344
210
54
264
OrmOnde / Annual Report 2017
Other segment information
Exploration and development - Spain
depreciation and
Amortisation
Additions to non-Current
Assets
2017
€ 000's
-
2016
€ 000's
1
2017
€ 000's
11
2016
€ 000's
21
revenue from major products and services
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 España S.L.U., Ormonde Mineria Iberica S.L.U., Valomet S.L.U. (currently non operational) and Orillum S.L.U.).
The Group also includes a holding company Ormonde Mining B.V. which is incorporated in The netherlands and is 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
non-Current Assets
Restated*
2017
€ 000's
-
19,538
19,538
2016
€ 000's
-
19,613
19,613
* Certain amounts shown here do not correspond to the 2016 financial statements and reflect adjustments made in respect of the matter
detailed in note 3.
5. Statutory Information
Auditors’ remuneration
Auditors’ remuneration from non-audit work
(Loss) / profit on foreign currencies
2017
€ 000's
2016
€ 000's
25
3
28
(3)
(3)
25
3
28
3
3
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.
41
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
6. Amounts written off Intangible Assets
Amounts written off intangible assets
7. Interest Payable and Similar Charges
On loans and overdrafts
8. 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
2017
€ 000's
-
-
2016
€ 000's
2,000
2,000
2017
€ 000's
2016
€ 000's
1
1
-
-
2017
2016
number
number
4
3
7
4
3
7
2017
€ 000’s
2016
€ 000’s
407
25
432
494
21
515
During the year wages and salaries of €nil (2016 : €25,070) were capitalised as intangible assets.
9. Key Management Compensation
Key management includes the Directors of the Company, all members of the Company management, and the Company Secretary. The
compensation paid or payable to key management for employee service is shown as below:
Salaries and other short-term employee benefits
31 dec ‘17
31 Dec ‘16
€ 000's
€ 000's
287
287
381
381
42
OrmOnde / Annual Report 2017
10. Loss per share
Basic loss per share
The basic and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:
2017
2016
Loss for the year attributable to equity holders of the parent
Weighted average number of ordinary shares for the purposes of basic loss per share
Basic loss per ordinary share (in cent)
€ 000’s
Shares
(101)
(2,287)
472,507,482
472,507,482
Euro Cents
(0.02)
(0.48)
diluted loss per share
The loss used in the calculation of the diluted loss per share are the same as those for the basic loss per share as outlined above.
The weighted average number of ordinary shares for the purposes of diluted loss per share reconciles to the weighted average number
of ordinary shares used in the calculation of basic loss per share as follows:
2017
2016
Weighted average number of shares used in the calculation of basic loss per share
Shares
472,507,482
472,507,482
Shares deemed to be issued for no consideration in respect of:
Employee options
Weighted average number of ordinary shares used in the calculation of diluted loss per
share
€
-
-
Shares
472,507,482
472,507,482
Diluted loss per ordinary share (in cent)
Euro Cents
(0.02)
(0.48)
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 loss per share:
Employee options
2017
2016
15,500,000
15,500,000
43
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
11. Income Tax Expense
Current tax
Current tax expense in respect of the current year
Total tax charge
2017
€ 000's
2016
€ 000's
-
-
1
1
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 loss before tax is as follows:
Loss from continuing operations
Income tax expense calculated at 12.5% (31 December 2016 : 12.5%)
Effects of:
Impairment on intangible assets
Tax relief granted at source on medical insurance
Origination / (utilisation) of tax losses
Total tax charge
2017
€ 000's
(101)
(13)
-
1
12
-
2016
€ 000's
(1,857)
(232)
250
1
(18)
1
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 2017, the Company had unused tax losses of €10,101,493 (2016 : €10,016,697) available for offset against future
profits which equates to a deferred tax asset of €1,262,687 (2016 : €1,252,087). no deferred tax asset has been recognised due to the
unpredictability of the future profit streams. Losses may be carried forward indefinitely.
44
12. Intangible Assets - Group
Cost
Cost
At 1 January 2016
Additions
Disposals
Impairment
At 31 December 2016
Additions
At 31 december 2017
OrmOnde / Annual Report 2017
31 dec ‘17
31 Dec ‘16
1 Jan ‘16
€ 000's
€ 000's
€ 000's
3,311
3,311
3,300
3,300
5,279
5,279
exploration
& evaluation
Assets
€ 000’s
5,279
21
-
(2,000)
3,300
11
3,311
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 2017.
The Directors have recorded an impairment during the year in the amount of €nil (2016 : €2 million).
The recoverability of the intangible assets is dependent on the future realisation or disposal of the mineral resources.
45
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
13. Property, Plant and Equipment
Property, Plant and equipment - Group
Cost or Valuation
At 1 January 2016
Disposals
At 31 December 2016
Disposals
At 31 december 2017
Accumulated depreciation and Impairment
At 1 January 2016
Disposals
Depreciation expense
At 31 December 2016
Depreciation expense
Disposals
At 31 december 2017
net Book Value
Cost or Valuation
Accumulated depreciation and impairment
net Book Value
Fixtures &
Fittings
Computer
equipment
€ 000's
€ 000's
Total
€ 000's
20
(12)
8
(6)
2
20
(12)
-
8
-
(6)
2
29
-
29
(13)
16
28
-
1
29
-
(13)
16
49
(12)
37
(19)
18
48
(12)
1
37
-
(19)
18
31 dec ‘17
31 Dec ‘16
€ 000's
€ 000's
18
(18)
-
37
(37)
-
46
Property, Plant and equipment - Company
Cost or Valuation
At 1 January 2016
At 31 December 2016
Disposals
At 31 december 2017
Accumulated depreciation and Impairment
At 1 January 2016
Depreciation expense
At 31 December 2016
Depreciation Expense
Disposals
At 31 december 2017
net Book Value
Cost or Valuation
Accumulated depreciation and impairment
net Book Value
OrmOnde / Annual Report 2017
Fixtures &
Fittings
Computer
equipment
€ 000's
€ 000's
Total
€ 000's
20
20
(18)
2
20
-
20
-
(18)
2
20
20
(4)
16
19
1
20
-
(4)
16
40
40
(22)
18
39
1
40
-
(22)
18
31 dec ‘17
31 Dec ‘16
€ 000's
€ 000's
18
(18)
-
40
(40)
-
47
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
14. Financial Assets
Financial Assets - Group
Cost
At 1 January 2017
Group's share of loss in associate
At 31 december 2017
2017
€ 000's
16,313
(86)
16,227
Restated*
2016
€ 000's
16,744
(431)
16,313
* Certain amounts shown here do not correspond to the 2016 financial statements and reflect adjustments made in respect of the matter
detailed in note 3.
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
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
2017
2016
US$ 000’s
US$ 000’s
69,329
20,256
(5,034)
(16,748)
4,222
-
10,026
(849)
(345)
9
-
51,666
22,279
(1,621)
(6,814)
2,633
-
-
(1,528)
(1,512)
11
10
The summarised financial information is not the entity’s share but the actual amount included in the separate IFRS financial statements
of the associate.
48
OrmOnde / Annual Report 2017
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
Cost
At 1 January 2016
Additions
At 31 December 2016
At 31 december 2016
Accumulated Amortisation and Impairment
At 1 January 2016
At 31 December 2016
At 31 december 2017
net Book Values
At 31 december 2017
At 31 December 2016
Subsidiary
Undertakings
Shares
€ 000's
12,337
2,815
15,152
15,152
(6,372)
(6,372)
(6,372)
8,780
8,780
At 31 December 2017 the Company had the following subsidiary undertakings:
Subsidiary
Activity
Incorporated in
Proportion of ownership
interest and voting power held
Ormonde España, S.L.U.
Orillum S.L.U.
Mineral Exploration
Mineral Exploration
Ormonde Minerica Iberica, S.L.U.
Mineral Exploration
Valomet S.L.U.
Mineral Exploration
Spain
Spain
Spain
Spain
Ormonde Mining B.V.
Holding Company
The netherlands
2017
100%
100%
100%
100%
100%
2016
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 2017 is appropriate. no impairment was recognised in 2017 or 2016 in respect of the above investments.
49
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
15. Trade and Other Receivables
Group
2017
Group
2016
Company
Company
2017
Amounts falling due within one year:
Amounts owed by Group undertakings
Other debtors
Prepayments and accrued income
€ 000's
€ 000's
€ 000's
-
-
32
32
-
-
37
37
8,353
11
16
8,380
All receivables are current and there have been no impairment losses during the year (2016 : nil)
16. Cash and Cash Equivalents
Group
2017
Group
2016
Company
Company
2017
2016
€ 000's
8,254
4
37
8,295
2016
€ 000's
520
520
Cash at bank
€ 000's
€ 000's
€ 000's
511
511
694
694
448
448
50
OrmOnde / Annual Report 2017
Company
Company
2017
17. Trade and Other Payables
Group
2017
Group
2016
Trade creditors
Other taxes and social welfare costs
Accruals and deferred income
€ 000's
€ 000's
€ 000's
10
19
73
102
28
24
212
264
8
9
57
74
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:
Group
2017
Group
2016
Company
Company
2017
V.A.T.
P.A.Y.E./P.R.S.I.
€ 000's
€ 000's
€ 000's
10
9
19
16
8
24
-
9
9
The Group’s exposure to currency and liquidity risks related to trade and other payables is set out in note 24.
2016
€ 000's
25
8
177
210
2016
€ 000's
-
8
8
51
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
18. Share capital - Group and Company
Authorised equity
650,000,000 Ordinary Shares of €0.025 each
650,000,000 Ordinary Shares of €0.01 each
100,000,000 Deferred Shares of €0.038092 each
650,000,000 "A" Deferred Shares of €0.015 each
Issued capital
Share capital
Share premium
Issued capital comprises:
472,507,483 Ordinary Shares of €0.025 each
472,507,483 Ordinary Shares of €0.01 each
43,917,841 Deferred Shares of €0.038092 each
472,507,483 "A" Deferred Shares of €0.015 each
31 dec ‘17
31 Dec ‘16
1 Jan ‘16
€ 000's
€ 000's
€ 000's
-
6,500
3,809
9,750
20,059
13,485
29,932
43,417
-
4,725
1,673
7,087
13,485
16,250
-
3,809
-
20,059
13,485
29,932
43,417
11,812
-
1,673
-
13,485
16,250
-
3,809
-
20,059
13,485
29,932
43,417
11,812
-
1,673
-
13,485
The Authorised and Issued share capital was amended by the subdivision and re-designation of each issued and unissued Ordinary
Share of €0.025 each into two Ordinary Shares of €0.005 each and three “A” Deferred Shares of €0.005 each, following which the shares
were consolidated into one Ordinary Share of €0.01 each for every two Ordinary Shares of €0.005 each and one “A” Deferred Share of
€0.015 each for every three “A” Deferred Shares of €0.005 each.
52
OrmOnde / Annual Report 2017
deferred shares
The holders of the Deferred Shares shall not, by virtue or in respect of their holding of Deferred Shares, have the right to receive notice
of any general meeting of the Company or the right to attend, speak or vote at any such general meeting. The Deferred Shares shall not
entitle the holder(s) to receive any dividend or other distribution on the Deferred Shares. The Deferred Shares shall on a return of assets in
a winding up entitle the holder(s) thereof only to the repayment of the amounts paid up on such shares after repayment of the capital paid
up on the Ordinary Shares plus the payment of €12,697.38 per Ordinary Share. The Company shall have the irrevocable authority at any
time to appoint any person to execute on behalf of the holders of the Deferred Shares a transfer thereof and/or arrangement to transfer
the same, without making any payments to the holders thereof. 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. Subject as aforesaid, the Deferred
Ordinary Shares are not transferable by the holder(s) thereof.
“A” deferred shares
The holders of the “A” Deferred Shares shall not, by virtue or in respect of their holding of “A” Deferred Shares, have the right to receive
notice of any general meeting of the Company or the right to attend, speak or vote at any such general meeting. The “A” Deferred
Shares shall not entitle the holder(s) to receive any dividend or other distribution on the “A” Deferred Shares. The “A” Deferred Shares
shall on a return of assets in a winding up entitle the holder(s) thereof only to the repayment of the amounts paid up on such shares after
repayment of the capital paid up on the Ordinary Shares plus the payment of €12,697.38 per Ordinary Share. The Company shall have
the irrevocable authority at any time to appoint a person to execute on behalf of the holders of the “A” Deferred Shares a transfer thereof
and/or arrangement to transfer the same, without making any payments to the holders thereof. The Company may, at its option at any
time purchase all or any of the “A” Deferred Shares in issue, at a price not exceeding €0.015 for all the “A” Deferred Shares so purchased.
Subject as aforesaid, the “A” Deferred Ordinary Shares are not transferable by the holder(s) thereof.
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.
It is Group Policy to incentivise the Directors through the award of share options. At the year end, the Directors hold 1.2% of ordinary
shares, or 1.9% 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.
53
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
19. Other Reserves - Group and Company
Balance at 1 January 2016
Balance at 31 December 2016
Balance at 1 January 2017
Balance at 31 december 2017
20. Retained Losses
At 1 January as previously stated
Prior year adjustment
deficit at beginning of year
Profit/(Loss) for the year
deficit at end of year
Share
Based
Payment
reserve
Capital
Conversion
reserve
Capital
redemption
reserve
Foreign
Currency
Translation
reserve
€ 000's
€ 000's
€ 000's
€ 000's
837
837
837
837
Group
2017
€ 000's
-
-
(24,211)
(101)
(24,312)
29
29
29
29
7
7
7
7
1
1
1
1
Group
2016
€ 000's
(22,089)
165
(21,924)
(2,287)
(24,211)
Company
Company
2017
2016
€ 000's
€ 000's
-
-
(26,905)
149
(26,756)
-
-
(24,919)
(1,986)
(26,905)
In accordance with the provisions of the Companies Act 2014, the Company has not presented the Company Statement of Comprehensive
Income. The Company profit for the period of €149,375 (2016: loss of €1,986,000) has been dealt with in the Statement of Comprehensive
Income of the Group.
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.
There were no options granted or exercised during the year (2016: 5.95 million options granted, none exercised).
54
OrmOnde / Annual Report 2017
31 december 2017
31 december 2016
Balance at beginning of the financial year
Expired during the financial year
Granted during the year
Balance at end of the financial year
exercisable at end of the financial year
number
of options
000's
15,500
-
-
15,500
15,500
Weighted
average
exercise
price
€0.049
-
-
€0.049
€0.049
number
of options
000's
12,250
(2,700)
5,950
15,500
15,500
Balance at end of the financial year
The share options outstanding at the end of the financial year had the following exercise prices:
Option series 2
Option series 5
Option series 6
Option series 7
number of Share
Options Outstanding
000's
2,550
1,000
6,000
5,950
15,500
The options outstanding at 31 December 2017 had a remaining average contractual life of 2.7 years.
Weighted
average
exercise
price
€0.076
€0.11
€0.025
0.049
€0.049
Exercise
Price
€0.034
€0.109
€0.068
€0.025
55
OrmOnde / Annual Report 2017
Notes to the Financial Statements
for the Year ended 31 december 2017
22. Related party transactions
Details of subsidiary undertakings are shown in note 14. Transactions between Group entities that have been eliminated on consolidation
are not disclosed.
The Group hold a 30% shareholding in Barruecopardo Joint Venture B.V. In the year, an amount of €750,000 was invoiced to and paid
by Barruecopardo Joint Venture B.V.
Stephen nicol is a director of Simprenta S.L. At 31 December 2016, Ormonde Mining plc owed €70,240 to Simprenta S.L. During the
year Simprenta S.L provided services and expenses to the value of €98,968 to the Ormonde Mining Group. At 31 December 2017
Simprenta S.L was owed €nil by the Ormonde Mining Group.
23. Events after the Reporting Date
There were no events after the reporting date that require disclosure.
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 2017 and 2016, 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 2017 and 31 December 2016, 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.
56
OrmOnde / Annual Report 2017
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.
The Group and Company’s financial liabilities as at 31 December 2017 and 31 December 2016 were all payable on demand.
The expected maturity of the Group and Company’s financial assets (excluding prepayments) as at 31 December 2017 and 31 December
2016 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 2017 and 31 December 2016.
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 2017 and
31 December 2016. 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 2017 and 31 December 2016, the Group had no outstanding contracts designated as hedges.
25. Approval of Financial Statements
The financial statements were approved by the Board on 18 June 2018.
57
OrmOnde / Annual Report 2017
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 27 September 2018 at 11 a.m. 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 Resolution 6 will be proposed as a Special Resolution.
Ordinary Business
1) To receive and consider the accounts for the year ended 31 December 2017, together with the reports of the Directors and Auditors
thereon (Resolution 1).
2) To re-elect Mr. Jonathan Henry 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).
3) To authorise the Directors to fix the remuneration of the Auditors for the year ending 31 December 2017 (Resolution 3).
4) As an ordinary resolution (Resolution 4):
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 4 and 27 December 2019 unless previously renewed, varied or revoked by the Company
in a 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.
5) As an ordinary resolution (Resolution 5), that:
(a) the adoption by the Company of the Share Option Scheme 2018 (the “2018 Scheme”), a copy of which is provided on the
Company’s website www.ormondemining.com and as described in the letter to shareholders dated 28 June 2018, be approved
as the share option scheme of the Company;
(b) the Directors be authorised to do all acts and things necessary to carry the 2018 Scheme into effect;
(c) the Directors be authorised to establish further schemes based on the 2018 Scheme, modified to take account of any local tax,
exchange control or securities laws in overseas territories provided that any awards made available under such further schemes
are treated as counting against any limits in individual or overall participation in the 2018 Scheme; and
(d) the implementation of the 2018 Scheme and further schemes as aforesaid be and is hereby approved and affirmed for the
purposes of section 238 of the Companies Act 2014.
58
OrmOnde / Annual Report 2017
Special Business
6) As a special resolution (Resolution 6):
That, subject to the passing of Resolution 4 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 4 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 27 December 2019, 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.
28 June 2018
BY ORDER OF THE BOARD
__________________
John Carroll
Secretary
Registered Office:
6 northbrook Road
Dublin 6
Ireland
59
OrmOnde / Annual Report 2017
Notice of Annual General Meeting
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. 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.
4. 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.
5. 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.
60
OrmOnde / Annual Report 2017
FORM OF PROXY
FOR USE AT THE AnnUAL GEnERAL MEETInG TO BE HELD AT 11 AM On 27 SEPTEMBER 2018 AT THE CROWnE PLAZA HOTEL,
THE BLAnCHARDSTOWn CEnTRE, BLAnCHARDSTOWn, DUBLIn 15 AnD AT AnY ADJOURMEnT THEREOF
OrmOnde mInInG PUBLIC LImITed COmPAnY (THe “COmPAnY”)
resolutions
For*
Against*
I/We..............................................................................................
To receive and consider the accounts for the year
ended 31 December 2017, together with the reports
of the Directors and Auditors thereon
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 for the year ended 31 December 2017
1
2
3
4 To authorise the Directors to allot relevant securities
5
6
To authorise the Directors to adopt the Share Option
Scheme 2018
To authorise the Directors to allot equity securities
for cash and to dis-apply Section 1022 (1) of the
Companies Act 2014
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 27 September 2018 at 11 a.m., 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 ...............................2018
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. 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.
4. 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.
5. 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.
61
FOLD 2
The Company Registrar,
Ormonde Mining Plc,
Computershare Investor Services (Ireland) Ltd.,
Heron House, Corrig Road,
Sandyford Industrial Estate,
Dublin 18,
Ireland.
1
D
L
O
F
FOLD 3
Directors and other information
directors
Brokers
Stephen nicol
(Managing Director)
(resigned 18 September 2017)
Michael Donoghue
(non-Executive Chairman &
Interim Managing Director)
John Carroll
(non-Executive Director)
Jonathan Henry
(non-Executive Director)
registered Office
6 northbrook Road
Dublin 6
Ireland
registrars
Secretary
John Carroll
Group Auditors
LHm Casey mcGrath Limited
Chartered Certified Accountants
Statutory Audit Firm
6 northbrook Road
Dublin 6
Ireland
Financial Pr
Business Address
Bracetown Business Park
Clonee Co. Meath
Ireland D15
Yn2P
Bankers
Allied Irish Bank Plc
Market Square navan
Co. Meath Ireland
Solicitors
La Caixa
Centro de Empresas de Salamanca
C. Rector Lucena, 11 B 37002
Salamanca Spain
mason Hayes & Curran Solicitors
South Bank House Barrow Street
Dublin 4
Ireland
Argali Abogados
Paseo De La Castellana, 21
28046 Madrid
Spain
dominic dowling Solicitors
37 Castle Street
Dalkey Co.
Dublin
Ireland
OrmOnde / Annual Report 2017
nOmAd, eSm Adviser, Joint Broker
& Financial Advisor
Davy
Davy House
49 Dawson Street
Dublin 2 Ireland
UK Joint Broker
SP Angel Corporate Finance LLP
Prince Frederick House
35 Maddox Street London
W1S 2PP UK
Computershare Investor Services
(Ireland) Ltd
Heron House
Corrig Road
Sandyford Industrial Estate
Dublin 18
Ireland
murray Consultants
Latin Hall
Golden Lane
Dublin 8
Ireland
Capital m Consultants
1 Royal Exchange Avenue
London
EC3V 3LT UK
registered number
96863 Republic of Ireland
date of Incorporation 13 September 1983
Website
www.ormondemining.com
63
ORMONDE MINING PLC
B17, Bracetown Business Park, Clonee, Co. Meath, Ireland
Phone: +353 (0)1 8014184, Email: info@ormondemining.com
www.ormondemining.com