Aurum Mining Plc
Company No. 05059457
ANNUAL REPORT AND
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2014
Annual Report and financial statements
for the year ended 31 March 2014
Contents
Page
2
3
6
7
Company information
Review of activities
Strategic report
Report of the Directors
10 Corporate governance statement
11
Statement of Directors’ responsibilities
12
Report of the independent auditors
14 Consolidated income statement
15 Consolidated statement of comprehensive income
16 Consolidated and Company statement of financial position
17 Consolidated statement of changes in equity
18 Company statement of changes in equity
19 Consolidated and Company statements of cash flows
20 Notes to the financial statements
40 Notice of Annual General Meeting
38
Form of Proxy
1
Aurum Mining Plc
Company information
Non-Executive Chairman
Directors Sean Finlay
Chris Eadie
Chief Executive Officer
Haresh Kanabar Non-Executive Director
Non-Executive Director
Mark Jones
Company Secretary and Haresh Kanabar
Registered Office 22 Great James Street
London
WC1N 3ES
Company Number 05059457
Nominated Adviser W H Ireland Limited
and Broker 24 Martin Lane
London
EC4 0DR
Auditors BDO LLP
55 Baker Street
London
W1U 7EU
Solicitors Wragge Lawrence Graham & Co LLP
4 More London Riverside
London
SE1 2AU
Registrars Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
Website www.aurummining.net
2
Aurum Mining Plc
Review of activities
for the year ended 31 March 2014
The period under review has been a time of restructuring and transformation for Aurum as the Board looks
to adapt the strategy and direction of the Company to ensure its growth and development in spite of the
very challenging market conditions that continue to adversely impact the junior mining sector.
As outlined in the Company’s Interim financial results announcement, which was released in December
2013, the prevailing market conditions have provided the Board with an extremely frustrating backdrop
against which to operate and as a result, and despite the strength and prospectivity of the Company’s gold
and tungsten portfolio, the Board took the difficult decision to change the strategic direction of the
Company to give it the optimal chance of achieving its strategic objectives.
Initially, and as a direct result the lack of availability of commercial funding, the Board adopted a strategy
of looking for strategic investors and partners to help fund the Company’s asset portfolio. The first step in
this process was completed in October 2013, when the Company completed a deal with Plymouth
Minerals Limited (“Plymouth”) (ASX: PLH) as partner for Aurum on the Morille tungsten project. While
disappointed that the Company could not develop the Morille project on a standalone basis, the Board felt
that the ‘farmout’ deal negotiated with Plymouth fulfilled the key criteria and objectives – it raised some
upfront cash for the Company, gave the Company a healthy ongoing carry in the project while reducing
the Company’s need to fund the asset, and gives Aurum a healthy share in the upside of the project should
Plymouth dispose of the project in the next two years.
More recently, and following detailed engagement with the Company’s key stakeholders the Board has
taken the view that it must take further action in order to ensure that the Company can grow and develop.
As a result, the Board, while working closely in conjunction with the Company’s major Shareholder, is now
looking at identifying and completing a transformational deal that will guarantee the future of the
Company. Given the precarious state of the junior natural resources sector, the Board is looking at both
natural resource and non-natural resource deals and this will be the focus of the next period. The key is to
find a deal that will give the Company a sustainable and long-term future, freeing the Company from the
structural change occurring in the junior mining market. The Board is in discussions with a number of
parties about potential deals and very much hopes that it will be in a position to complete a deal by the
end of the calendar year. It is probable that the completion of a deal will require the approval of
shareholders in accordance with the AIM rules.
In tandem with this approach, the Company will seek to derive value from the successful exploration work
done on the gold projects to date. Aurum is working closely with its joint venture partner Ormonde Mining
plc (“Ormonde”) (AIM: ORM) to achieve this. There have been a number of discussions with interested
parties around structuring a deal for Aurum’s interest and participation in the gold projects and a number
of these discussions are on-going. Currently activity on the gold projects is at a very low level, and during
this transitional period Aurum will not be funding the projects – this will lead to a small immaterial dilution
in its interest on the gold projects. To date, Aurum’s interests in the three gold projects have been diluted
by just over a half of one percent.
Shareholders in AIM listed junior mining companies have faced a long period of falling valuations and
increased dilution with no end in sight for the ongoing downturn. The future for many juniors is bleak.
Aurum however, has significant support from its major shareholder who is aligned with the Board’s strategy.
Morille tungsten project
As highlighted above, the Company was very pleased to have identified and completed a deal with
Plymouth as the partner for Aurum on the Morille tungsten project.
The Board felt that, in addition to the deal structure giving Aurum what it wanted to get out of the
partnering arrangement, most importantly a sizeable carried interest in the project, that Plymouth also had
the necessary capital to drive the project forward and a management team who have the necessary skill
set to deliver on the project and to therefore realise value from Aurum’s residual stake in the project.
Plymouth is looking to aggressively pursue its exploration programme at Morille, something that Aurum
was not able to achieve given its financial limitations.
3
Aurum Mining Plc
Review of activities
continued
The Board has, to date, been impressed by the energy and enthusiasm of Plymouth and the exploration
work carried out by Plymouth to date has yielded some very promising results. The Board looks forward to
updating the market with further exploration updates in the near future.
The key terms of Aurum’s ‘farmout’ deal with Plymouth were as follows:
l
Plymouth paid Aurum €300,000 to acquire an 80% interest in the Morille project of which €250,000
was paid upfront and the balance is payable in October 2014 when Plymouth will issue Aurum shares
in Plymouth with a value of €50,000.
l Aurum retains a 20% carried interest in the Morille project. Plymouth have retained the right to acquire
this 20% at any stage for £2,500,000 in cash, until the decision to mine is made.
l Once a decision is reached to proceed with a mining project at Morille, Aurum can choose to dispose
of its interest, fund its 20% percentage, or convert to a 0.5% net smelter return (“NSR”).
l
Should Plymouth dispose of its interest in the Morille project within the first 24 months of owning it,
Aurum will be eligible for a 30% share of Plymouth’s profits from the disposal.
In conclusion the Board was frustrated that Aurum could not pursue the Morille project itself, but it feels
the deal with Plymouth gives the Company a large residual stake in a project in which it believes there is
significant potential, a point already proved by the initial exploration success that Plymouth has already
had.
The first phase drilling programme at Morille has been completed and 61 Reverse Circulation (“RC”) holes
were drilled as part of the programme, totalling 3,982 metres (“m”). Numerous significant near-surface
scheelite intercepts were identified and the programme has identified multiple follow-up targets for future
exploration and resource definition drilling, which will be tackled as part of the second phase drilling
programme.
Significant assay results from drilling programme include:
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4m @ 1.29% WO3 from 61m and 4m @ 0.31% WO3 from 68m (MAC-RC 046)
2m @ 0.30% WO3 from 18m (MAC-RC-045)
7m @ 1.28% WO3 from 67m (WES-RC-040)
6.25m @ 0.29% WO3 from 26.75m (DDH M010)
1.45m @ 0.95% WO3 from 19.35m (DDH M001)
5m @ 0.24% WO3 (incl 2m @ 0.42% WO3) from 28m (MAC-RC-009)
One of the really encouraging aspects of the first phase drilling programme is that shallow high-grade
scheelite mineralisation has been proven in situ both outside of, and as extensions to, the historic operating
mines on the Morille project area. Results validate that historic mining at Morille was constrained by
landholders and not mineralisation/mine depletion.
The Morille project covers a large geographical area (57 km2) and there are multiple exploration targets –
the first phase of drilling targeted only 6 of 16 known historic mine areas within the 57 project area. While
highly prospective, the Board was cognisant of how much drilling, and hence financial resource will be
required to gain a comprehensive understanding of the opportunity of the project and for resource drilling
and this was one of the key attractions of the deal with Plymouth.
A second phase drilling programme is planned over coming months and this will be supported by follow
up geophysical and metallurgical work. The Board looks forward to keeping the market updated on
progress at Morille.
4
Aurum Mining Plc
Review of activities
continued
Gold projects
Over the last couple of years, the joint venture between Ormonde and Aurum has made substantial
progress on each of its three gold projects and has raised the prospect that the joint-venture could be on
the brink of three considerable new gold discoveries in North West Spain. The near surface mineralisation
identified at the Peralonso and Cabeza license areas are of particular interest as both have the potential for
high grade resource and for rapid and low cost development. The recent work carried out at Pino highlights
that, as hoped, the project may have considerable scale.
All three gold projects are highly prospective and have clearly defined follow up targets for exploration
drilling – as mentioned the Board is now looking at a number of options to facilitate the funding of these.
During the recent period, a majority of the exploration work has been carried out at the Cabeza, and this
remains one of the key follow up targets for the joint venture. The Board very much hopes that a
mechanism to fund exploration work at Cabeza and the other permit areas can be found.
Initial exploration work at Cabeza has indicated it to be an exploration target of great promise and the
Board is extremely optimistic about its potential. Soil geochemistry, prospecting, geophysics and trenching
work carried out have all indicated that the permit area has the potential to host a large, previously
unrecognised, near surface gold system but a comprehensive follow up drilling campaign is required.
Key financials
For the twelve months to 31 March 2014, the Group reported a loss of £530,000 compared to a loss of
£690,000 for the same period in 2013. The loss for the current year includes a £52,000 accounting loss
resulting from discontinued operations.
Cash at the end of March 2014 was circa £214,000.
During this period of transition, cash management and cost control have remained key priorities for the
Company. During the period, administrative costs have been materially reduced, including significant
reductions in Directors’ salaries. The full impact of these cost reductions will be visible in the 2015 financial
year numbers.
Corporate
The Board would like to extend its thanks to Ormonde who continue to be a strong joint venture partner
for Aurum. The Board recognises the value of a joint venture with a Company who have a well-established
footprint in Spain and a logistical strength from which the joint venture benefits.
The Board would also like its Shareholders and advisers for their on-going support during this challenging
period.
Qualified person
Sean Finlay, Professional Geologist, Chartered Engineer, Chairman of Aurum Mining plc, and a qualified
person as defined in the Guidance Note for Mining, Oil and Gas Companies, June 2009, of the London
Stock Exchange, has reviewed and approved the technical information contained in this report.
On behalf of the Board
Sean Finlay
Chairman
15 August 2014
Chris Eadie
Chief Executive Officer
5
Aurum Mining Plc
Strategic report
for the year ended 31 March 2014
Principal activity
The Group’s principal activity in the year under review comprised the exploration of gold and tungsten
projects in north west Spain. The gold projects are held through joint venture with Ormonde.
The Group currently retains a 20% carried interest in the Morille tungsten project following its farmout
deal with Plymouth.
Business review and future developments
A detailed review of activities for the year and future prospects of the Group are included in the Review of
Activities Report on pages 3 to 5.
Principal risks and uncertainties
The Group’s activities are carried out in Spain and United Kingdom. Accordingly the principal risks and
uncertainties are considered to be the following:
Exploration risk
Exploration activities are high risk undertaking and there can be no guarantee that exploration will result
in the discovery of an economically viable ore body. Exploration 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, unknown geological conditions, actions of host governments or other
regulatory authorities relating to the grant, maintenance or renewal of any required authorizations,
environmental regulations or changes in law.
Financing risk
The Board is looking at a number of options to ensure future funding is secured, though there are no
guarantees that adequate finance will be available to the Group to support its strategy.
Key performance indicators (KPIs)
Costs: The Board and management monitor actual against budgeted costs on a monthly basis.
Finance: Control of bank and cash balances is a priority for the Group and these are budgeted and
monitored closely to ensure that the Group maintains adequate liquidity to meet financial commitments as
they arise.
Performance: The Board monitor the progress of the projects against the business plan on a monthly
basis.
At this stage in its development, quantitative key performance indicators are not an effective way to
measure the Group’s performance.
On behalf of the Board
Chris Eadie
Chief Executive Officer
15 August 2014
6
Aurum Mining Plc
Report of the Directors
for the year ended 31 March 2014
The Directors present their report together with the audited financial statements for the year ended
31 March 2014.
Dividends
The Directors do not recommend payment of a dividend for the year (2013: £nil).
Strategic report
A review of the business and future developments of the Company are included within the Strategic Report
and the Review of Activities Report on pages 3 to 6.
Directors and Directors’ interests
The Directors of the Company during the year and their beneficial interests in the ordinary shares of the
Company for the year were as follows:
Number of Number of
shares held at shares held at
31 March 2014 31 March 2013
C Eadie 1,000,001 1,000,001
M Jones 2,746,946 2,746,946
S Finlay 666,055 666,055
H Kanabar 841,668 841,668
The Directors’ interests in the share options of the Company at 31 March 2014 and 31 March 2013 are as
follows:
Number of Number of
Number of options options Number of
options at granted exercised options at First Final
1 April during during 31 March Exercise Date of date of date of
2013 the year the year 2014 Price grant exercise exercise
C Eadie 2,000,000 – – 2,000,000 3.5p 27/04/11 27/04/11 26/04/16
M Jones 650,000 – – 650,000 3.5p 27/04/11 27/04/11 26/04/16
S Finlay 650,000 – – 650,000 3.5p 27/04/11 27/04/11 26/04/16
H Kanabar 650,000 – – 650,000 3.5p 27/04/11 27/04/11 26/04/16
The remuneration of Directors during the year is disclosed in note 7.
Donations
The Group made no political donations during the period (2013: £nil).
Going concern
Following a review of the Group’s operations, its current financial position and cash flow forecasts, the
Directors do not believe that the Group currently has sufficient cash resources to continue in operational
existence for the next twelve months. However in addition to having assets for potential sale and further
consideration from the part disposal of the Morille tungsten project falling due, the Directors have also
been provided with a Letter of Support from the Group’s major Shareholder which commits to underwrite
the Group’s underlying operating costs for a period of twelve months from the signing of these financial
statements.
Based on the above the Directors have formed a view that the Group will have financial resources available
to it, in the twelve months from the date of signing these financial statements, to enable the Group to
meet its financial commitments as they arise. Accordingly, the Directors continue to adopt the going
concern basis for the preparation of these financial statements.
Further disclosure is provided in Note 1 of the financial statements.
7
Aurum Mining Plc
Report of the Directors
continued
Events after the reporting date
Details of this are included in the Review of Activities Report on pages 3 to 5.
Financial instruments
Details of the use of financial instruments by the Company and its subsidiary undertakings are contained
in note 21 of the financial statements.
Statement as to disclosure of information to auditors
The Directors who were in office on the date of approval of these financial statements have confirmed, as
far as they are aware, that there is no relevant audit information on which the auditors are unaware. Each
of the Directors has confirmed that they have taken all steps that he ought to have taken as Directors in
order to make themselves aware of any relevant audit information and to establish that it has been
communicated to the auditor.
Annual General Meeting
The Company proposes to convene the Annual General Meeting for 12 noon on 29 September 2014 at
the offices of Wragge Lawrence Graham & Co LLP, 4 More London Riverside, London SE1 2AU. Notice of
the Annual General Meeting is attached at the end of this document.
The special business to be proposed at the Annual General Meeting relates to the following matters:
Resolution 5
The current authority of the Directors to issue shares will expire at the Company’s 2014 Annual General
Meeting. Resolution 5, which is proposed as an ordinary resolution, is to provide the Directors with
authority to issue new ordinary shares up to an aggregate nominal value of £470,973.10 representing
approximately one-third of the current issued share capital of the Company. This authority will expire on
the earlier of the next annual general meeting of the Company or 30 September 2015.
Resolution 6
The current power of the Directors to issue shares on a non pre-emptive basis will expire at the Company’s
2014 Annual General Meeting. Resolution 6, which is proposed as a special resolution, is to approve a
disapplication of statutory pre-emption rights in respect of the issue of new ordinary shares or sale of
treasury shares for cash up to an aggregate nominal value of £282,583.86 representing approximately
20 per cent. of the current issued share capital of the Company. The Directors have no current intention
to issue shares pursuant to this authority but consider that it is prudent to have this authority so as to be
able to act at short notice if circumstances change. This authority will expire on the earlier of the next
annual general meeting of the Company or 30 September 2015.
Resolution 7
Resolution 7, which is proposed as a special resolution, is to authorise the Company to purchase up to
21,179,660 ordinary shares in the market, representing 14.99 per cent. of the current issued ordinary share
capital of the Company, at a price not less than the nominal value of the ordinary shares (being one pence)
and not more than 5 per cent. above the average of the middle market quotations of the Company’s
ordinary shares derived from the London Stock Exchange Daily Official List for the five business days before
the purchase is made. The Company may either cancel any shares that it purchases under this authority or
transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them). This
authority will expire on the earlier of the next annual general meeting of the Company or 30 September
2015. The Directors have no present intention of making such purchases, but consider that it is prudent to
have this authority so as to be able to act at short notice if circumstances change. The authority would,
however, only be exercised if the Directors believe that to do so would be in the best interests of
shareholders generally.
8
Aurum Mining Plc
Report of the Directors
continued
Auditors
BDO LLP has expressed its willingness to continue in office as auditors and a resolution to appoint BDO will
be proposed at the forthcoming Annual General Meeting.
On behalf of the Board
Chris Eadie
Chief Executive Officer
15 August 2014
9
Aurum Mining Plc
Corporate governance statement
for the year ended 31 March 2014
The Company, being listed on AIM, is not required to comply with the UK Corporate Governance Code
(“the Code”) issued in May 2010. However the Company has given consideration to the provisions set out
in the Code. The Directors support the objectives of the Code and intend to comply with those aspects
that they consider relevant to the Group’s size and circumstances but do not consider it necessary to
comply with the code in its entirety. Details of these are set out below. A statement of the Directors’
responsibilities in respect of the financial statements is set out on page 11. Below is a brief description of
the role of the Board and its committees, including a statement regarding the Group’s system of internal
financial control.
The Board of Directors
The Board currently comprises one Executive and three Non-Executive Directors.
The Board meets approximately every one to two months and is responsible, inter alia, for setting and
monitoring Group strategy, reviewing trading performance, ensuring adequate funding, examining major
acquisition opportunities, formulating policy on key issues and reporting to the shareholders.
Internal Financial Control
The Board is responsible for establishing and maintaining the Group’s system of internal financial controls.
Internal financial control systems are designed to meet the particular needs of the Group and the risk to
which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against
material misstatement or loss.
The Directors are conscious of the need to keep effective internal financial control. Due to the relatively
small size of the Group’s operations, the Directors are very closely involved in the day-to-day running of the
business and as such have less need for a detailed formal system of internal financial control. The Directors
have reviewed the effectiveness of the procedures presently in place and consider that they are appropriate
to the nature and scale of the operations of the Group.
The Audit Committee
An Audit Committee has been established which comprises two Non-Executive Directors – Sean Finlay
(who chairs the Committee) and Haresh Kanabar. The Committee is responsible for ensuring that the
financial performance of the Group is properly reported on and monitored, and for meeting the auditors
and reviewing the reports from the auditors relating to accounts and internal controls. The Committee also
reviews the Group’s annual and interim financial statements before submission to the Board for approval.
The role of the Audit Committee is also to consider the appointment of the auditors, audit fees, scope of
audit work and any resultant findings.
The Remuneration Committee
The Remuneration Committee comprises two Non-Executive Directors – Haresh Kanabar (who chairs the
Committee) and Sean Finlay. It is responsible for reviewing the performance of the Executive Directors and for
setting the scale and structure of their remuneration, paying due regard to the interests of Shareholders as a
whole and the performance of the Group. The remuneration of the Chairman and the Non-Executive
Directors is determined by the Board as a whole, based on a review of the current practices in other
companies.
The Nomination Committee
The Nomination Committee comprises two Non-Executive Directors – Sean Finlay (who chairs the Committee)
and Haresh Kanabar. The Committee is responsible for reviewing the size, structure and composition of the
Board of Directors, succession planning and identifying and monitoring candidates for all Board vacancies.
10
Aurum Mining Plc
Statement of Directors’ responsibilities
for the year ended 31 March 2014
The Directors are responsible for preparing the Annual Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law
the Directors have elected to prepare the Group and Company financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by the European Union. 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 state of affairs of the Group and Company and of the profit or loss of the Group for that
period. The Directors are also required to prepare financial statements in accordance with the rules of the
London Stock Exchange for companies trading securities on the Alternative Investment Market.
In preparing these financial statements, the Directors are required to:
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select suitable accounting policies and then apply them consistently;
l make judgements and accounting estimates that are reasonable and prudent;
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state whether they have been prepared in accordance with IFRSs as adopted by the European Union,
subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the financial statements comply with the requirements of
the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the Annual Report and the Financial Statements are made
available on a website. Financial statements are published on the Company’s website in accordance with
legislation in the United Kingdom governing the preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
11
Aurum Mining Plc
Report of the independent auditors
To the members of Aurum Mining Plc
We have audited the financial statements of Aurum Mining Plc for the year ended 31 March 2014 which
comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of
Changes in Equity, the Consolidated and Company Statements of Cash Flows and the related notes. The
financial reporting framework that has been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the Parent
Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the statement of Directors’ Responsibilities, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with
the Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the FRC’s website at
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion:
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the financial statements give a true and fair view of the state of the Group’s and the parent Company’s
affairs as at 31 March 2014 and of the group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with IFRSs as adopted by
the European Union;
the Parent Company financial statements have been properly prepared in accordance with IFRSs as
adopted by the European Union and as applied in accordance with the provisions of the Companies
Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Emphasis of matter – Going concern
In forming our opinion on the financial statements, which is not modified, we have considered the
adequacy of the disclosures made in note 1 to the financial statements concerning the Group’s and the
Company’s ability to continue as a going concerns. The Directors have reviewed the financial position of
the Group and the Company and acknowledge that additional funds need to be raised from the sale of
assets, the issue of further equity or debt instruments or from funds provided by the Company’s major
Shareholder. Although the directors are confident of being able to obtain additional funds, this cannot be
guaranteed and there are no legally binding agreements in place relating to the raising of additional funds.
These circumstances indicate the existence of a material uncertainty, which may cast significant doubt on
the Group and Company’s ability to continue as a going concern.
The financial statements do not include the adjustments that would result if the company were unable to
continue as a going concern.
12
Aurum Mining Plc
Report of the independent auditors
To the members of Aurum Mining Plc
continued
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the strategic report and directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us
to report to you if, in our opinion:
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adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
l we have not received all the information and explanations we require for our audit.
Anne Sayers (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
London
United Kingdom
15 August 2014
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
13
Aurum Mining Plc
Consolidated income statement
for the year ended 31 March 2014
2014 2013
Notes £’000 £’000
Administrative expenses (479) (624)
Operating loss 5 (479) (624)
Finance income 8 1 9
Loss for the year before taxation (478) (615)
Taxation 9 – –
Loss for the year from continuing operations (478) (615)
Loss for the year from discontinued operations 4 (52) (75)
Loss attributable to the equity shareholders of
the parent company (530) (690)
Loss per share expressed in pence per share
From continuing operations
Basic and Diluted 10 (0.34p) (0.49p)
From discontinued operations
Basic and Diluted 10 (0.03p) (0.06p)
Total operations
Basic and Diluted 10 (0.37p) (0.55p)
The notes on pages 20 to 39 form part of these financial statements.
14
Aurum Mining Plc
Consolidated statement of comprehensive income
for the year ended 31 March 2014
2014 2013
£’000 £’000
Loss after taxation for the financial year (530) (690)
Items that will or may be reclassified to P&L:
Exchange translation differences on consolidation of Group entities – –
Other comprehensive income – –
Total comprehensive expense attributable to the equity
shareholders of the parent company (530) (690)
The notes on pages 20 to 39 form part of these financial statements.
15
Aurum Mining Plc
Consolidated and Company statement of financial position
as at 31 March 2014
Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Assets
Non-current assets
Intangible assets 12 899 1,000 899 740
Investments in subsidiaries 13 – – – 2
Investments 14 64 – 64 –
Amounts owed by subsidiaries 15 – – – 282
Total non-current assets 963 1,000 963 1,024
Current assets
Receivables 16 62 57 62 33
Cash and cash equivalents 21 214 698 214 694
Total current assets 276 755 276 727
Total assets 1,239 1,755 1,239 1,751
Liabilities
Current liabilities
Trade and other payables 17 113 99 113 95
Total current liabilities 113 99 113 95
Total liabilities 113 99 113 95
Net assets 1,126 1,656 1,126 1,656
Capital and reserves attributable to
the equity holders of the company
Share capital 19 1,413 1,413 1,413 1,413
Share premium 11,585 11,585 11,585 11,585
Retained deficit (11,872) (11,342) (11,872) (11,342)
Total Equity 1,126 1,656 1,126 1,656
The financial statements were approved by the Board of Directors and authorised for issue on 15 August
2014. They were signed on its behalf by:
Chris Eadie
Chief Executive Officer
Company number: 05059457
The notes on pages 20 to 39 form part of these financial statements.
16
Aurum Mining Plc
Consolidated statement of changes in equity
for the year ended 31 March 2014
Share Share Retained Total
capital premium deficit equity
£’000 £’000 £’000 £’000
At 1 April 2012 1,182 11,172 (10,665) 1,689
Total comprehensive expense for the year – – (690) (690)
Share based payments – – 13 13
Issue of shares net of issue costs (see note 19) 231 413 – 644
At 31 March 2013 1,413 11,585 (11,342) 1,656
Total comprehensive expense for the year – – (530) (530)
At 31 March 2014 1,413 11,585 (11,872) 1,126
The notes on pages 20 to 39 form part of these financial statements.
17
Aurum Mining Plc
Company statement of changes in equity
for the year ended 31 March 2014
Share Share Retained Total
capital premium deficit equity
£’000 £’000 £’000 £’000
At 1 April 2012 1,182 11,172 (10,665) 1,689
Total comprehensive expense for the year – – (690) (690)
Share based payments – – 13 13
Issue of shares net of issue costs (see note 19) 231 413 – 644
At 31 March 2013 1,413 11,585 (11,342) 1,656
Total comprehensive expense for the year – – (530) (530)
At 31 March 2014 1,413 11,585 (11,872) 1,126
The following describes the nature and purpose of each reserve within owners’ equity for both the
Company and the Group.
Reserve
Share capital
Share premium
Retained deficit
Description and purpose
Amounts subscribed for share capital at nominal value.
Amounts subscribed for share capital in excess of nominal
value.
Cumulative net gains and losses recognised in the income
statement less distributions made.
The Company has taken advantage of the exemption provided under Section 408 of the Companies Act
2006 not to publish its individual income statement, statement of comprehensive income and related
notes. The Company’s loss for the year was £530,000 (2013: loss of £690,000).
The notes on pages 20 to 39 form part of these financial statements.
18
Aurum Mining Plc
Consolidated and Company statements of cash flows
for the year ended 31 March 2014
Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Cash flows from operating activities
Loss for the year before tax (530) (690) (530) (690)
Adjustments for:
Depreciation of property, plant and equipment – 1 – 1
Finance income (1) (9) (1) (9)
Impairment losses – – – 75
Disposal of subsidiaries (see note 4) 30 – 52 –
Share based payments – 13 – 13
Exchange differences 1 8 1 8
Cash flow from operating activities before
changes in working capital (500) (677) (478) (602)
Increase in other receivables 37 – 13 24
Increase/(decrease) in trade and other payables 14 (22) 18 (26)
Net cash flow used in operating activities (449) (699) (447) (604)
Investing activities
Ormonde joint venture payments (159) (305) (159) (305)
Expenditure on tungsten project – (260) – –
Disposal of subsidiary net of cash (see note 4) 124 – 186 –
Increase in loans to subsidiaries – – (60) (357)
Investment in subsidiaries – – – (2)
Interest income – 1 – 1
Net cash flow used in investing activities (35) (564) (33) (663)
Financing activities
Proceeds from issue of share capital – 694 – 694
Expenses paid in connection with share issues – (50) – (50)
Net cash flow from financing activities – 644 – 644
Net decrease in cash and cash equivalents (484) (619) (480) (623)
Cash and cash equivalents at the beginning
of the year 698 1,317 694 1,317
Effect of exchange rate changes on cash and
cash equivalents – – – –
Cash and cash equivalents at the end of the year 214 698 214 694
The notes on pages 20 to 39 form part of these financial statements.
19
Aurum Mining Plc
Notes to the financial statements
for the year ended 31 March 2014
1 Accounting policies
The Company is a public limited Company incorporated and domiciled in the United Kingdom. The
address of its registered office is 22 Great James Street, London, WC1N 3ES. The principal accounting
policies applied in the preparation of these consolidated financial statements are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements for the year ended 31 March 2014 have been prepared in accordance with
International Financial Reporting Standards, International Accounting Standards and Interpretations
(collectively IFRSs).
Functional and presentational currency
The Group financial statements are presented in Great Britain Pounds Sterling, and all values are
rounded to the nearest thousand Pounds (£’000) except when otherwise indicated. The functional
currencies of the individual Group companies are:
Company Functional currency
Aurum Mining Plc Great Britain Pound Sterling (GBP)
Castilla Mining SLU Euro
Morille Mining SLU Euro
Tormes Mining SLU Euro
Basis of accounting and adoption of new and revised standards
(a) Standards, amendments and interpretations effective in 2013:
The following new standards and amendments to standards are mandatory for the first time for
the Group for the financial year beginning 1 January 2013. Except as noted, the implementation
of these standards did not have a material effect on the Group:
Standard Impact on initial application Effective date
IAS 1 (Amendment) Presentation of items of other
comprehensive income 1 July 2012
IFRS 13 Fair value measurement 1 January 2013
IAS 19 (Amendment 2011) Employee benefits 1 January 2013
IFRS 7 (Amendment 2011) Disclosures – offsetting financial assets and
financial liabilities 1 January 2013
(b) Standards, amendments and interpretations that are not yet effective and have not been
early adopted:
Standard Impact on initial application Effective date
IAS 32 (Amendment 2011) Offsetting financial assets and financial liabilities 1 January 2014
IFRS 11 Joint arrangements 1 January 2014*
IFRS 10 Consolidated financial statements 1 January 2014*
IFRS 12 Disclosure of interest in other entities 1 January 2014*
IAS 27 (Amendment 2011) Separate financial statements 1 January 2014*
IAS 28 (Amendment 2011) Investments in associates and joint ventures 1 January 2014*
IFRIC 21 Levies 1 January 2014
IFRS 9 Financial instruments n/a
*Effective date 1 January 2014 for the EU.
The Group does not expect the pronouncements to have a material impact on the Group’s
earnings or shareholders’ funds.
20
Aurum Mining Plc
Notes to the financial statements
continued
1 Accounting policies (continued)
Going concern
Following a review of the Group’s and Company’s operations, its current financial position and cash
flow forecasts, the Directors do not believe that the Group and Company currently has sufficient cash
resources to continue in operational existence for the next twelve months. However in addition to
having assets for potential sale and further consideration from the part disposal of the Morille
tungsten project falling due as well as the option of issuing further equity, the Directors have also been
provided with a Letter of Support from the Group’s major Shareholder which commits to underwrite
the Group’s and Company’s underlying operating costs for a period of twelve months from the signing
of these financial statements.
Based on the above the Directors have formed a view that the Group and Company will have financial
resources available to it, in the twelve months from the date of signing these financial statements, to
enable the Group and Company to meet its financial commitments as they arise. Accordingly, the
Directors continue to adopt the going concern basis for the preparation of these financial statements.
There are no legally binding agreements in place for the above which indicates the existence of a
material uncertainty which may cast significant doubt about the Group and Company’s ability to
continue as a going concern. The financial statements do not include the adjustments that would
result if the Group and Company were unable to continue as a going concern, which would principally
relate to the impairment of intangible assets.
Foreign currency transactions
Transactions in foreign currencies are initially recorded in the functional currency by applying the spot
exchange rate ruling at the date of transaction. Monetary assets and liabilities denominated in foreign
currencies are retranslated at the functional currency rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at
the fair value in a foreign currency are translated using exchange rates at the date when the fair value
was determined.
The income statements of individual Group companies with functional currencies other than Pound
Sterling are translated into Pound Sterling at the rate approximating the rate ruling at the date of the
transaction and the reporting translated at the rate of exchange ruling on the reporting date.
Exchange differences which arise from retranslation of the opening net assets and results of such
subsidiary undertakings are taken to other comprehensive income. On disposal of such entities, the
deferred cumulative amount recognised in equity relating to that particular operation is recognised in
the income statement.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and
entities controlled by the company (its subsidiaries) made up to 31 March each year. Control is
achieved where the company has the power to govern the financial and operating policies of an
investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the period are included in the consolidated
profit and loss from the effective date of acquisition or up to the effective date of disposal, as
appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by the group.
All intra-group transactions, balances, income and expenses and intra-group unrealised profits and
losses are eliminated on consolidation.
Subsidiaries are deconsolidated from the date on which control ceases.
21
Aurum Mining Plc
Notes to the financial statements
continued
1 Accounting policies (continued)
Property, plant and equipment
Property, plant and equipment, is stated at cost less accumulated depreciation and impairment losses.
Cost includes the purchase price plus any directly attributable costs to bring the asset into working
condition and location for its intended use.
Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost
of each asset over its useful life:
Office and computer equipment 20% to 33% per annum
The carrying values of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate the carrying value may not be recoverable.
Investments in subsidiaries
Investments in subsidiary undertakings are shown at cost less provisions for impairment. The cost of
acquisition includes directly attributable professional fees and other expenses incurred in connection
with the acquisition.
Operating leases
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are
classified as operating leases and rentals payable are charged to the income statement on a straight
line basis over the term of the lease.
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, the Group makes an estimate of the asset’s recoverable amount
and its value in use. Where the carrying amount of an asset exceeds its recoverable amount, the asset
is considered impaired and is written down to its recoverable amount.
Financial instruments
Financial assets and financial liabilities are recognised in the Group or Company’s statement of
financial position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets
The Group or Company’s financial assets fall into two categories, loans and receivables and available
for sale financial assets which are discussed below. The Group or Company does not have any held to
maturity or fair value through profit or available for sale financial assets.
(a) Loans and receivables
Receivables are measured at initial recognition at fair value, and are subsequently measured at
amortised cost using the effective interest rate method. Appropriate allowances for estimated
irrecoverable amounts are recognised in profit or loss when there is objective evidence that the
asset is impaired. The allowance recognised is measured as the difference between the asset’s
carrying amount and the present value of estimated future cash flows discounted at the effective
interest rate computed at initial recognition.
(b) Available for sale financial assets
These comprise of the Group’s investments in entities not qualifying as subsidiaries, associate or
jointly controlled entities. They are carried at fair value with changes in fair value recognised
directly in other comprehensive income. Where a decline in the fair value of an available-for-sale
financial asset constitutes objective evidence of impairment, the amount of the loss is removed
from equity and recognised in the income statement. Investments in equity instruments that do
not have a quoted market price in an active market and whose fair value cannot be readily
measured are measured at cost.
22
Aurum Mining Plc
Notes to the financial statements
continued
1 Accounting policies (continued)
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly
liquid investments with less than three months original maturity that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in
the assets of the group after deducting all of its liabilities. The Group or Company’s financial liabilities
fall into one category, financial liabilities held at amortised cost, which is discussed below.
Financial liabilities held at amortised cost
Financial liabilities are initially measured at fair value, and are subsequently measured at amortised
cost, using the effective interest rate method. The Group or Company’s financial liabilities are trade
payables and other short term liabilities.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue
costs.
Provisions
Provisions are recognised when the Group or Company has a present obligation as a result of a past
event, and it is probable that the Group or Company will be required to settle that obligation.
Provisions are measured at the directors’ best estimate of the expenditure required to settle the
obligation at the reporting date, and are discounted to present value where the effect is material.
Finance income and expense
Finance income comprises interest income on funds invested and foreign exchange gains. Interest
income is recognised as it accrues, calculated in accordance with the effective interest rate method.
Finance costs comprise interest expense on borrowings, the accumulation of interest on provisions and
foreign exchange losses. All interest and other costs incurred in connection with borrowings are
expensed as incurred as part of finance costs.
Income taxes
The charge for taxation is based on the profit or loss for the year and takes into account deferred tax.
Deferred tax is the tax expected to be payable or recoverable on temporary differences between the
carrying amounts of assets and liabilities in the financial statements and the corresponding tax based
in the computation of taxable profit or loss, and is accounted for using the balance sheet method.
Deferred tax assets are only recognised to the extent that it is probable that future tax profit will be
available in the foreseeable future against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are measured at the rates that are expected to apply when
the related asset is realised or liability settled, based on tax rates and laws enacted or substantively
enacted at the reporting date.
National Insurance on share options
To the extent that the share price as at the reporting date is greater than the exercise price of
outstanding options, provision for any National Insurance contributions has been made based on the
prevailing rate. The provision is accrued over the performance period attaching to the award.
23
Aurum Mining Plc
Notes to the financial statements
continued
1 Accounting policies (continued)
Pension contribution
The Group does not enter into any pension scheme arrangements. The Group does make payments
in lieu of pensions for certain individuals; these costs are expensed as incurred.
Share-based payments
In order to calculate the charge for share-based payments as required by IFRS2, the Group makes
estimates principally relating to assumptions used in its option-pricing model as set out in note 20.
The cost of equity-settled transactions with suppliers of goods and services is measured by reference to
the fair value of the good or service received, unless that fair value cannot be estimated reliably. The fair
value of the good or service received is recognised as an expense as the Group receives the good or
service. The cost of equity-settled transactions with employees, and transactions with suppliers where fair
value cannot be estimated reliably, is measured by reference to the fair value of the equity instrument.
The fair value of equity-settled transactions with employees is recognised as an expense over the vesting
period. The fair value of the equity instrument is determined at the date of grant, taking into account
market based vesting conditions. The fair value is determined using an option pricing model.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition, which are treated as vesting irrespective of whether or not the
market condition is satisfied, provided that all other performance conditions are satisfied.
At each reporting date before vesting, the cumulative expense is calculated, representing the extent to
which the vesting period has expired and management’s best estimate of the achievement or otherwise
of non-market conditions, the number of equity instruments that will ultimately vest, or in the case of an
instrument subject to a market condition, be treated as vesting as described above. The movement in
cumulative expense since the previous reporting date is recognised in the income statement, with a
corresponding entry in equity.
Joint ventures
Joint ventures are those ventures in which the Group holds an interest on a long term basis which are
jointly controlled by the Group and one or more venturers under a contractual arrangement. When
these arrangements do not constitute entities in their own right, the consolidated financial statements
reflect the relevant proportion of costs, revenues, assets and liabilities applicable to the Group’s
interests in accordance with IAS 31. The Group’s exploration, development and production activities
are generally conducted jointly with other companies in this way.
Pre-production assets
Pre-production assets are categorized as intangible assets on the statement of financial position. Pre-
licence expenditure is expensed as directed by IFRS 6. Expenditure on licence acquisition costs,
geological and geophysical costs, costs of drilling exploration, appraisal and development drilling, and
an appropriate share of overheads are capitalised in the relevant cash-generating unit. These costs
which relate to the exploration, appraisal and development of mining interests are initially held as
intangible non-current assets pending determination of commercial viability. On commencement of
production these costs are transferred to Production assets.
24
Aurum Mining Plc
Notes to the financial statements
continued
1 Accounting policies (continued)
Impairment tests
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash generating units) as disclosed in the Notes. As a result, some
assets are tested individually for impairment and some are tested at cash generating unit level.
An impairment loss is recognised for the amount by which the asset’s or cash generating unit’s carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of fair value less costs
to sell and value in use. Impairment losses recognised for cash-generating units, to which goodwill has
been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment
loss is charged pro rata to the other assets in the cash generating unit. With the exception of goodwill,
all assets are subsequently reassessed for indications that an impairment loss previously recognised
may no longer exist.
2 Accounting estimates and judgements
The preparation of financial information in conformity with IFRS requires the use of estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of financial information
and the reported amounts of expenses during the reporting periods. Although these estimates are based
on management’s best knowledge of the amounts, event or actions, actual results ultimately may differ
from those estimates. The key accounting estimates and judgments are set out below:
(a) Carrying value of mineral properties and development costs
The Group assesses at each reporting period whether there is any indication that there may be facts
or circumstances relating to these assets which may be impaired. If such indication exits, the Group
estimates the recoverable amount of the asset. In the early stages of exploration an indication of
impairment may arise from drilling and assay results or from management’s decision to terminate
the project. The recoverable amount is assessed by reference to the higher of ‘value in use’ where
a project is still expected to be developed into production and ‘fair value less cost to sell’.
(b) Deferred development costs
The Group has to apply judgement in determining whether exploration and evaluation
expenditure should be capitalised within intangible assets as deferred development cost or
expensed. The Group has a policy of capitalising all deferred development costs. Management
therefore exercises judgement based on the nature, type and purpose of the exposure incurred.
The total value of deferred development costs capitalised as at each of the reporting dates is set
out in Note 12.
(c) Share-based payments
In determining the fair value of share-based payments made during the period, a number of
assumptions have been made by management. The details of these assumptions are set out in
Note 20.
(d) Going concern
In assessing whether the Group is a going concern and confirming the basis of preparation for the
year a number of judgements have been made. The details of these judgments are set out in
Note 1.
25
Aurum Mining Plc
Notes to the financial statements
continued
3
Segmental information
The Group had three reportable segments: Corporate and Investment, Gold and Tungsten Exploration
and Evaluation.
Corporate and Investment
– The head office activities of the Group and all non-current assets
allocated to corporate activities in the United Kingdom.
Exploration and Evaluation – Gold exploration and evaluation activities carried out with partners
under the Group’s farm in agreement.
Exploration and Evaluation – Tungsten exploration and evaluation.
The operating results of these segments are regularly reviewed by the Group’s chief operating decision
maker in order to make decisions about the allocation of resources and access their performance. The
Executive Director is considered to be the chief operating decision maker.
The accounting policies of these segments are in line with those described in note 1.
The segment results as follows:
Gold Tungsten
Corporate Exploration Exploration
and and and
Investment Evaluation Evaluation Group
Year ended 31 March 2014 £’000 £’000 £’000 £’000
Loss on sale of discontinued operations – – (30) (30)
Operating expenses (479) – (22) (501)
Segment result (479) – (52) (531)
Finance income 1
Finance expenses –
Loss for the year (530)
Gold Tungsten
Corporate Exploration Exploration
and and and
Investment Evaluation Evaluation Group
Year ended 31 March 2013 £’000 £’000 £’000 £’000
Operating expenses (624) – (75) (699)
Segment result (624) – (75) (699)
Finance income 9
Finance expenses –
Loss for the year (690)
26
Aurum Mining Plc
Notes to the financial statements
continued
3
Segmental information (continued)
The segment assets and liabilities and capital expenditure are analysed as follows:
Gold Tungsten
Corporate Exploration Exploration
and and and
Investment Evaluation Evaluation Group
Year ended 31 March 2014 £’000 £’000 £’000 £’000
Segment assets 276 899 64 1,239
Segment liabilities (113) – – (113)
Segment net assets 163 899 64 1,126
Capital expenditure – – – –
Gold Tungsten
Corporate Exploration Exploration
and and and
Investment Evaluation Evaluation Group
Year ended 31 March 2013 £’000 £’000 £’000 £’000
Segment assets 755 740 260 1,755
Segment liabilities (99) – – (99)
Segment net assets 656 740 260 1,656
Capital expenditure – – – –
4 Discontinued operations
On 30 October 2013, Aurum disposed of an 80% interest in Morille tungsten project through the
disposal of 80% of its wholly owned subsidiary Morille. Morille was a wholly owned subsidiary of
Aurum Mining PLC which was held indirectly through a wholly owned subsidiary Castilla Mining SLU
(‘Castilla’). Prior to the transaction, the Company effected a reorganisation of the Group in order to
leave Aurum with a 20% residual shareholding in Morille following the transaction with Plymouth.
The principle elements of the reorganisation were:
(a) Aurum acquired a direct 20% Shareholding in Morille from Castilla, in October 2013.
(b) Following the above step, Aurum disposed of 100% of Castilla (and therefore an 80% interest in
Morille) to Plymouth (a company listed on the ASX).The disposal to Plymouth was for a total
consideration of €300,000 (£251,000 at exchange rate of 1.195 euros to GBP) of which €50,000
has been deferred for 12 months and will be settled by issue of shares in Plymouth.
For the avoidance of doubt post the reorganisation Aurum was left with a 20% direct interest in
Morille and the remaining 80% is owned by Plymouth.
Further details on these transactions can be found in the Review of Activities on pages 3 to 5 and Note
14 – Investments.
27
Aurum Mining Plc
Notes to the financial statements
continued
4 Discontinued operations (continued)
Financial information relating to the discontinued operations for the period to the date of disposal is
set out below.
Group 2014 2013
£’000 £’000
Consideration received:
Consideration Cash 188 –
Consideration Option fee (cash) 21 –
Deferred consideration (payment in Plymouth shares on 31/10/14) 42 –
Fair value of investment retained 64 –
Total consideration 315 –
Net assets disposed:
Non-current assets 318 –
Trade and other receivables 6 –
Legal costs directly attributable to sale of Castilla/Morille Mining 21 –
Total net assets disposed of 345 –
Loss on disposal of discontinued operations (30) –
2014 2013
£’000 £’000
Results of discontinued operations:
Operating expenses (22) (75)
Loss from selling operations after tax (30) –
Loss from discontinued operations (52) (75)
The cash flow statements includes the following amounts
relating to discontinued operations:
Cash flow used in operating activities (22) (75)
Cash flow from investing activities 124 (260)
Cash flow from financing activities – –
Total cash flows from discontinued operations 102 (335)
5 Operating loss
Operating loss is stated after charging:
2014 2013
£’000 £’000
Depreciation – 1
Operating lease expense 30 30
External auditors’ remuneration
– Audit fee for the annual audit of the company and group
financial statements 22 24
– Other taxation services 4 6
Share-based payments (all equity settled) – 13
The Group has a policy in place for the award of non-audit work to the auditors, which requires
approval of the audit committee.
28
Aurum Mining Plc
Notes to the financial statements
continued
6
Staff costs Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Wages and salaries 286 440 286 440
Social security costs 28 21 28 21
Pension costs 10 11 10 11
Share based payments – 13 – 13
324 485 324 485
Staffs costs include Directors’ salaries, fees, benefits and share based payments and are shown gross.
The share-based payment charge for the year was £nil (2013: £13,000).
The weighted average monthly number of employees, including executive Directors, employed by the
Group and the Company during the year was:
Group Company
2014 2013 2014 2013
Administration 5 5 5 5
Total 5 5 5 5
7 Directors’ emoluments – Group and Company 2014 2013
£’000 £’000
Directors’ emoluments 238 335
Social security costs 22 8
Pension costs 10 11
Total Directors’ emoluments 270 354
Share based payments – –
270 354
The remuneration of Directors during the year was as follows:
Directors’ Share based Pension
emoluments payments costs Total Total
2014 2014 2014 2014 2013
£ £ £ £ £
Executive Directors
C Eadie 155,250 – 9,843 165,093 209,250
Non-Executive Directors
M Jones 26,750 – – 26,750 44,000
S Finlay 29,872 – – 29,872 49,000
H Kanabar 26,750 – – 26,750 44,000
Total 2014 238,622 – 9,843 248,465 346,250
Total 2013 335,000 – 11,250 – 346,250
No share options were granted to the Directors during the year (2013: nil) and no share options were
exercised during the year (2013: nil). For further information refer to the Directors’ report or note 20.
The highest paid Director received emoluments (excluding share based payments) totalling £165,093
(2013: £209,250).
M Jones is paid via J Cubed Ventures Ltd, a private service company.
S Finlay is paid via Mostop Ltd, a private service company.
H Kanabar is paid via Poonam & Roshni Ltd, a private service company.
Directors’ interests and share options are disclosed in the Directors’ report.
In 2014 and 2013 key management personnel are considered to be Directors only.
29
Aurum Mining Plc
Notes to the financial statements
continued
8
Finance income and expenses 2014 2013
£’000 £’000
Finance income
Bank interest receivable – 1
Total interest income calculated using effective interest method – 1
Exchange gains 1 8
1 9
9
Taxation
No current or deferred tax charge has arisen in the current year.
The Company and the Group have incurred tax losses for the year and a corporation tax charge is not
anticipated. At 31 March 2014, the Group had tax losses of £6.6m (2013: £6.3m) carried forward
which can be used against future profits. The majority of these losses arose in a jurisdiction with a
lower tax rate than in the UK. However, these losses are only recoverable against future profits, the
timing of which is uncertain and as a result no deferred tax asset is being recognized in relation to
these losses.
The total of potential deferred tax assets relating to tax losses which have not been recognised for in
the financial statements amount to £1.5m (2013: £1.4m).
The Directors believe that there have been no breaches of foreign tax regulations and that all necessary
provisions have been made in these accounts.
Current taxation
The tax assessed for the year is different from the standard rate of Corporation Tax in the UK. The
differences are explained below:
2014 2013
£’000 £’000
Loss before taxation (530) (690)
Loss at the standard rate of Corporation tax
in the UK of 23% (2013: 24%) (122) (166)
Effects of:
Expenses not deductible for tax purposes – 23
Unutilised tax losses carried forward 122 143
Current tax charge – –
The Group did not recognise any deferred tax assets or liabilities at 31 March 2014 or 2013.
30
Aurum Mining Plc
Notes to the financial statements
continued
10 Loss per share
Basic loss per share is calculated by dividing the loss attributable to the ordinary shareholders by the
weighted average number of ordinary shares outstanding during the year.
For diluted loss per share, the weighted average number of shares in issue is adjusted to assume
conversion of all the dilutive potential ordinary shares. The potential dilutive shares are anti-dilutive in
2013 and 2014 as the Company is loss making.
At the reporting date there were 4,450,000 (2013: 4,450,000) potentially dilutive ordinary shares.
Dilutive potential ordinary shares include share options and warrants.
2014 2013
Net loss attributable to equity holders of the parent: £’000 £’000
From continuing operations (478) (615)
From discontinued operations (52) (75)
From total operations (530) (690)
2014 2013
Weighted average number of shares: Number Number
Weighted average number of shares 141,291,930 125,086,829
11 Property, plant and equipment
Office and
computer
equipment
Group and Company £’000
Cost
At 1 April 2012 24
At 1 April 2013 and 31 March 2014 24
Depreciation
At 1 April 2012 23
Charge for the year 1
At 1 April 2013 and 31 March 2014 24
Net book value
At 31 March 2014 –
At 31 March 2013 –
At 31 March 2012 1
31
Aurum Mining Plc
Notes to the financial statements
continued
12 Intangible assets Gold Tungsten
exploration project Total
Group £’000 £’000 £’000
Cost
As at 1 April 2012 – – –
Additions 740 260 1,000
At 31 March 2013 740 260 1,000
Additions 159 57 216
Disposal – (317) (317)
At 31 March 2014 899 – 899
Net book value
At 31 March 2014 899 – 899
At 31 March 2013 740 260 1,000
At 31 March 2012 – – –
Gold Tungsten
exploration project Total
Company £’000 £’000 £’000
Cost
As at 1 April 2012 – – –
Additions 740 – 740
At 31 March 2013 740 – 740
Additions 159 – 159
At 31 March 2014 899 – 899
Net book value
At 31 March 2014 899 – 899
At 31 March 2013 740 – 740
At 31 March 2012 – – –
On 14 March 2011 the Company entered into a joint venture agreement with Ormonde, and since
entering into the joint venture Aurum has earned a 60% interest in two permit areas in the Zamora
province (Pino) and a 54% interest in the two permit areas in the Salamanca province (Cabeza and
Peralonso).
Under the terms of the joint venture agreement, funding of the projects is now carried out on a
pro-rata basis by Aurum and Ormonde in line with each party’s interest in the various projects.
Given the challenging market conditions and after taking into account the available cash resources of
the Company the Board is not currently committing further funds to the gold projects. This will result
in a dilution of Aurum’s interest in these projects, but given the current low levels of activity by the
joint venture this dilution will be minimal. The Board will keep this situation under constant review and
is looking at other ways of funding the joint venture including strategic partnerships and corporate
alliances.
The Directors have reviewed the carrying value of the exploration assets and consider them to be fairly
stated and not impaired at 31 March 2014. The recoverability of the intangible assets is dependent
upon the future realisation or disposal of the gold resources.
32
Aurum Mining Plc
Notes to the financial statements
continued
13 Investment in subsidiaries
The Company had the following subsidiary undertakings at 31 March 2014 and 31 March 2013 which
have been included in the consolidated financial statements:
Percentage interest
2014 2013 Country of
% % incorporation Activity
Castilla Mining SLU – 100% Spain Investment Holding company
Morille Mining SLU – 100% Spain Tungsten
Tormes Mining SLU 100% 100% Spain Dormant
Morille Mining SLU.was held indirectly prior to disposal of 80% to “Plymouth”.
Tomes Mining SLU was held directly following disposal and was dissolved in April 2014.
14 Investments Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Investment in Morille Mining 64 – 64 –
Following the disposal of 80% stake in the Morille tungsten project to Plymouth, the Company has
retained a 20% interest in the project through Aurum’s 20% shareholding in Morille Mining SLU.
Further details on this transaction are outlined in the Review of Activities and Note 4 (Discountined
Operations).
Given that the Group goes not exert any operational influence over the Morille tungsten project, the
Directors have determined to account for the Group’s residual interest in the Morille project as an
Investment rather than as an Associate. The Directors understand that this treatment of the asset is a
deviation from the requirement of IAS36 but considers that accounting for the asset as an investment
rather than an Associate, is the appropriate given the substance of the transaction and the difference
between the definitions of an associate and an investment under IFRS.
15 Amounts owed by subsidiaries
2014 2013
Company £’000 £’000
Gross amounts owed by subsidiaries 341 357
Impairment of amounts owed by subsidiaries (341) (75)
Amounts owed by subsidiaries – 282
The Directors have carried out an impairment review in respect of subsidiaries assets and as a result the
carrying value of the loans to the subsidiaries have been written down by £341,000 (2013: £75,000).
33
Aurum Mining Plc
Notes to the financial statements
continued
16 Receivables Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Due from sale of Morille Mining 42 – 42 –
VAT recoverable 14 37 14 14
Prepayments 6 20 6 19
62 57 62 33
A final consideration payment of €50,000 is payable to Aurum by Plymouth as a result of Aurum’s
80% disposal of the Morille tungsten project to Plymouth. This will be settled by the issue of shares
in Plymouth to a value of €50,000, to be issued 12 months following the completion of the initial sale.
The shares will be locked up for a period of six months from their date of issue, theoretically meaning
that Aurum would not be free to dispose of the shares until May 2015.
The fair value of receivables approximates their carrying value.
17 Trade and other payables Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Current
Trade payables 48 32 48 29
Other taxation and social security 6 13 6 12
Accruals 59 54 59 54
113 99 113 95
The fair value of trade and other payables is not materially different from the carrying value.
18 Impairment charges Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Impairment of amounts owed by
subsidiaries – – (341) (75)
Total – – (341) (75)
The Directors have carried out an impairment review in respect of subsidiaries assets and as a
result the carrying value of the loans to the subsidiaries have been written down by £341,000
(2013: £75,000) following the disposal of subsidiaries.
Impairment losses are included within loss for the year from discontinued operations in the income
statement.
34
Aurum Mining Plc
Notes to the financial statements
continued
19 Share capital 2014 2013
£’000 £’000
Authorised
200,000,000 Ordinary shares of £0.01 2,000 2,000
2014 2013
£0.01 ordinary shares £0.01 ordinary shares
Number £’000 Number £’000
Allotted, issued and fully paid
ordinary shares
At beginning of year 141,291,930 1,413 118,159,942 1,182
Issue of shares – – 23,131,988 231
At end of year 141,291,930 1,413 141,291,930 1,413
Share capital
There were no shares issues in the year ended 31 March 2014.
The following issues of shares were undertaken in the year ended 31 March 2013:
On 12 December 2012, 23,131,988 ordinary shares of 1p were issued at 3p, a premium of 2p for a
total cash consideration of £694,000.
Of these shares issued, the following were allotted to the Directors pursuant to their participation in
the placing:
166,667 ordinary shares of 1p each were allotted to Chris Eadie and 333,334 ordinary shares of 1p
were allotted to Haresh Kanabar.
20 Share Options
The following options over ordinary shares remained outstanding at 31 March 2014:
Options Options Options Options
at issued exercised at First Final
1 April during during 31 March Exercise Date of date of date of
2013 the year the year 2014 price grant exercise exercise
Options – Directors
M Jones 650,000 – – 650,000 3.5p 27/04/11 27/04/11 26/04/16
C Eadie 2,000,000 – – 2,000,000 3.5p 27/04/11 27/04/11 26/04/16
S Finlay 650,000 – – 650,000 3.5p 27/04/11 27/04/11 26/04/16
H Kanabar 650,000 – – 650,000 3.5p 27/04/11 27/04/11 26/04/16
Options-Employees:
S Beardsmore 500,000 – – 500,000 3.0p 07/12/12 07/12/12 06/12/17
Total 4,450,000 – – 4,450,000
35
Aurum Mining Plc
Notes to the financial statements
continued
20 Share Options (continued)
The following options over ordinary shares remained outstanding at 31 March 2013:
Options Options Options Options
at issued exercised at First Final
1 April during during 31 March Exercise Date of date of date of
2012 the year the year 2013 price grant exercise exercise
Options – Directors
M Jones 650,000 – – 650,000 3.5p 27/04/11 27/04/11 26/04/16
C Eadie 2,000,000 – – 2,000,000 3.5p 27/04/11 27/04/11 26/04/16
S Finlay 650,000 – – 650,000 3.5p 27/04/11 27/04/11 26/04/16
H Kanabar 650,000 – – 650,000 3.5p 27/04/11 27/04/11 26/04/16
Options-Employees:
S Beardsmore – 500,000 500,000 3.0p 07/12/12 07/12/12 06/12/17
Total 3,950,000 500,000 – 4,450,000
On 7 December 2012 500,000 stock options were granted to the Group’s Technical Manager,
S Beardsmore.
The following illustrates the number and weighted average exercise prices (WAEP) of, and movements
in, share options during the year.
2014 2014 2013 2013
Number WAEP Number WAEP
Pence Pence
Outstanding at beginning of year 4,450,000 3.4 3,950,000 3.5
Issued – – 500,000 3.0
Exercised – – – –
Lapsed during the year – – – –
Outstanding at 31 March 4,450,000 3.4 4,450,000 3.4
Exercisable at 31 March 4,450,000 3.4 4,450,000 3.4
The share-based payment charge for options granted to Employees and Directors have been calculated
using the Black-Scholes Model and using the following parameters:
2013
Share price at grant date 3.0p
Weighted average exercise price 3.0p
Expected option life (year) 5
Expected volatility (%) 125%
Expected dividends –
Risk-free interest rate (%) 0.5%
Option fair value 2.52p
Expected volatility was determined by calculating the historical volatility of the Group’s share price over
the previous year ending on the grant date.
Options held by Directors are disclosed in the Report of the Directors on pages 7 to 9.
The market price of shares as at 31 March 2014 was £0.01 (2013: £0.03). The range during the
financial year was £0.01 to £0.03.
The weighted average remaining contractual life of options outstanding at the end of the year was
2 years 5 months (2013: 3 years 5 months).
The expense recognised for share-based payments in respect of Employees, Directors and consultant
services received during the year ended 31 March 2014 was £nil (2013: £13,000).
36
Aurum Mining Plc
Notes to the financial statements
continued
21 Financial instruments
The Group and the Company uses financial instruments, other than derivatives, comprising cash at
bank and various items such as trade and other payables that arise directly from its operations. The
main purpose of these financial instruments is to raise finance for the Group’s operations.
Categories of financial assets and financial liabilities:
Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Financial assets
Investment in Morille 64 – 64 –
Due from sale of Morille 42 – 42 –
Cash and cash equivalents 214 698 214 694
Total financial assets 320 698 320 694
Financial liabilities
Trade creditors 48 32 48 29
Accruals 59 54 59 54
Total financial liabilities 107 86 107 83
The investment in Morille has been designated as a level 3 available for sale financial asset, the
valuation of which is based on a recent disposal transaction price. The fair value of the asset will be
assessed annually using the latest project reports.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives
and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for
designing and operating processes that ensure the effective implementation of the objectives and
policies to the Group’s Finance function. The Board receives monthly reports from the Chief Executive
Officer through which it reviews the effectiveness of the processes put in place and the appropriateness
of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without
unduly affecting the Group’s competitiveness and flexibility.
The main risks arising from the Group and the Company’s financial instruments are liquidity risk, credit
risk, currency risk, and interest rate risk. Further details regarding these policies are set out below:
Liquidity risk
The Group finances its operations through the issue of equity share capital. The Group seeks to
manage financial risk, to ensure sufficient liquidity to meet foreseeable requirements and to invest
cash profitably at low risk.
The Group holds investments in bank deposits as a liquid resource to fund the projects of the Group.
The Group’s strategy for managing cash is to maximise interest income whilst ensuring its availability
to match the profile of the Group’s expenditure. Liquidity risk is further managed by tight controls over
expenditure.
Maturity analysis of financial liabilities:
Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Less than 3 months 107 86 107 83
37
Aurum Mining Plc
Notes to the financial statements
continued
21 Financial instruments (continued)
Credit risk
The Group and the Company’s credit risk is primarily attributable to the cash held on deposit at
financial institutions. It is the Group and the Company’s policy to only use recognised financial
institutions for these deposits. The Group and Company do not have any trade receivables. Please also
refer to going concern disclosures in the Report of the Directors on pages 7 to 9.
Currency risk
The Group and the Company does not hedge its exposure of foreign investments held in foreign
currencies. The Group and the Company are exposed to translation and transaction foreign exchange
risk and takes profits or losses on these as they arise. The Group and the Company are continually
reviewing its strategy towards currency risk.
Currency of net monetary asset
The net monetary assets of the Group and Company are denominated as follows:
Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
UK Pounds:
Cash and cash equivalents 214 694 214 694
Trade and other payables (107) (83) (107) (83)
Euros:
Cash and cash equivalents – 4 – –
Trade and other payables – (3) – –
107 612 107 611
Interest rate risk
The Group and the Company’s exposure to changes in interest rates relates primarily to cash at bank.
Cash is held either on current or on short term deposits at floating rates of interest determined by the
relevant bank’s prevailing base rate. The Group and the Company seeks to obtain a favourable interest
rate on its cash balances through the use of bank treasury deposits.
The Group and the Company have financed their operations through the issue of equity share capital.
The Group and the Company earned interest on its cash assets at rates between 0% and 0.50%
(2013: 0% and 0.50%).
An increase of 0.5% in interest rates will increase finance income by £2,000 (2013: £4,000), with a
corresponding movement in net cash.
Cash and cash equivalents Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Floating interest rate 214 698 214 694
Fair values
The fair values of the Group’s financial instruments are considered not materially different from the
book value.
38
Aurum Mining Plc
Notes to the financial statements
continued
21 Financial instruments (continued)
Capital disclosures
As described in note 19 and consolidated statement of changes in equity, the Group considers its
capital to comprise its ordinary share capital, share premium and accumulated retained deficit as its
capital reserves. In managing its capital, the Group’s primary objective is to ensure its continued ability
to provide a consistent return for its equity Shareholders through capital growth. In order to achieve
this objective, the Group seeks to maintain a sufficient funding base to enable the Group to meet its
working capital and strategic investment needs. In making decisions to adjust its capital structure to
achieve these aims through new share issues, the Group considers not only its short-term position but
also its long-term operational and strategic objectives.
There have been no significant changes to the Group’s capital management objectives, policies and
processes in the year nor has there been any change in what the Group considers to be its capital.
22 Financial commitments
The total of future minimum lease payments under non-cancellable operating leases are as follows:
Group Company
2014 2013 2014 2013
£’000 £’000 £’000 £’000
Land and buildings
– Not later than one year – 25 – 25
– Later than one year and not later
than five years – – – –
Total – 25 – 25
23 Related party transactions
Other than disclosed in notes 7 and 15 there were no related party transactions in the Group or
Company during the current and prior period.
24 Events after the reporting period
Details of significant changes in the state of affairs of the Group or events after the reporting period
are included within the Review of Activities Report on pages 3 to 5.
39
Aurum Mining Plc
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of Aurum Mining plc (the “Company”) will be held
at 12 noon on 29 September 2014 at the offices of the Company’s solicitors, Wragge Lawrence Graham
& Co LLP, 4 More London Riverside, London SE1 2AU to consider and if thought fit to pass the following
resolutions, which in the case of resolutions 1 to 5 will be proposed as ordinary resolutions and in the case
of resolutions 6 and 7 will be proposed as special resolutions:
Ordinary Business
1.
To receive and adopt the financial statements for the year ended 31 March 2014 together with the
directors’ report and auditors’ report thereon.
2.
3.
4.
To re-elect Christopher Eadie, who retires by rotation as a Director under article 89 of the Company’s
articles of association and, being eligible, offers himself for re-election as a Director at the Annual
General Meeting.
To re-elect Sean Finlay, who retires by rotation as a Director under article 89 of the Company’s articles
of association and, being eligible, offers himself for re-election as a Director at the Annual General
Meeting.
To re-appoint BDO LLP as auditors to the Company until the conclusion of the next annual general
meeting and to authorise the Directors to fix their remuneration.
Special Business
5.
THAT, the Directors be and are hereby generally and unconditionally authorised (in substitution for
any existing such powers) for the purposes of section 551 of the Companies Act 2006 (the “Act”) to
exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe
for or convert any securities into shares (“Rights”) up to a maximum aggregate nominal amount of
£470,973.10, provided that this authority shall expire (unless previously revoked, varied or extended
by the Company in a general meeting) on the earlier of the conclusion of the next annual general
meeting of the Company or 30 September 2015, save that the Company may before such expiry
make an offer or agreement which would or might require shares to be allotted or Rights to be
granted after such expiry and the Directors may allot shares or grant Rights in pursuance of such offer
or agreement notwithstanding that the authority conferred hereby has expired.
6.
THAT, (subject to the passing of Resolution 5 above) in accordance with section 570 and 573 of the
Act, the Directors be and they are hereby empowered (in substitution for any existing such powers)
to allot equity securities (as defined in section 560 of the Act) pursuant to the authority conferred by
the previous resolution and/or sell ordinary shares held by the Company as treasury shares (“Treasury
Shares”) for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided
that this power shall be limited to the allotment of equity securities and the sale of Treasury Shares:
(a)
in connection with an offer of such securities by way of rights to holders of ordinary shares in
proportion (as nearly as may be practicable) to their respective holdings of such shares, but
subject to such exclusions or other arrangements as the Directors may deem necessary or
expedient in relation to Treasury Shares, fractional entitlements or any legal or practical problems
under the laws of any territory, or the requirements of any regulatory body or stock exchange;
(b)
otherwise than pursuant to sub-paragraph a. above up to a maximum aggregate nominal
amount of £282,583.86,
and such authority shall expire (unless previously revoked, varied or extended by the Company in a
general meeting) on the earlier of the conclusion of the next annual general meeting of the Company
or 30 September 2015, save that the Company may, before such expiry allot equity securities or sell
Treasury Shares in pursuance of any such offer or agreement notwithstanding that the power
conferred hereby has expired.
40
Aurum Mining Plc
Notice of Annual General Meeting
continued
7.
THAT, the Company be and is hereby generally and unconditionally authorised pursuant to section
701 of the Act to make market purchases (as defined by section 693(4) of the Act) on the London
Stock Exchange of ordinary shares of 1 pence each in the capital of the Company (“Ordinary
Shares”) provided that:
(a)
(b)
(c)
(d)
the maximum aggregate number of shares authorised to be purchased is 21,179,660 Ordinary
Shares;
the minimum price which shall be paid for the Ordinary Shares is 1 pence for each share, and
the maximum price (exclusive of expenses) which may be paid for such shares is five per cent.
above the average of the middle market quotations derived from the London Stock Exchange
Daily Official List for the five business days before the purchase is made;
unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the
earlier of the conclusion of the next annual general meeting of the Company or 30 September
2015; and
the Company may, before such expiry, make a contract to purchase its own shares under the
authority hereby conferred which will or may be executed wholly or partly after the expiry of
such authority, and may make a purchase of its own shares in pursuance of such a contract.
By Order of the Board
Haresh Kanabar
Secretary
Registered Office:
22 Great James Street
London WC1N 3ES
Dated: 15 August 2014
41
Aurum Mining Plc
Notice of Annual General Meeting
continued
Notes:
1. A member entitled to attend and vote at the meeting is also entitled to appoint one or more proxies
to attend, speak and vote instead of him/her. The proxy need not be a member of the Company but
must attend the meeting to represent you.
2. Members may appoint more than one proxy provided each proxy is appointed to exercise rights
attached to different shares. You may not appoint more than one proxy to exercise rights attached to
any one share. To appoint more than one proxy, please contact the Company’s Registrars, Neville
Registrars on +44 (0) 121 585 1131.
3. A Form of Proxy is enclosed. To be valid, the Form of Proxy, together with a power of attorney or other
authority, if any, under which it is executed or a notarilly certified copy thereof, must be deposited at
the Company’s Registrars, Neville Registrars, Neville House, 18 Laurel Lane, Halesowen, West Midlands
B63 3DA or returned by fax to +44 (0) 121 585 1132 48 hours before the time fixed for the meeting
(or adjournment thereof) excluding non-working days.
4.
5.
In the case of a corporation, the Form of Proxy must be executed under its common seal or signed on
its behalf by a duly authorised attorney or duly authorised officer of the corporation.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,
will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority
shall be determined by the order in which the names stand in the register of members in respect of
the joint holding.
6. A vote withheld option is provided on the Form of Proxy to enable you to instruct your proxy not to
vote on any particular resolution. However, it should be noted that a vote withheld in this way is not
a “vote” in law and will not be counted in the calculation of the votes “For” and “Against” a
resolution.
7. A corporation which is a member can appoint one or more corporate representatives who may
exercise, on its behalf, all its powers as a member provided that no more than one corporate
representative exercises powers over the same share.
8.
The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies
that only those shareholders registered in the register of members of the Company as at 6 p.m. on
Thursday 25 September 2014 shall be entitled to attend and vote, whether in person or by proxy, at
the Annual General Meeting, in respect of the number of ordinary shares in the capital of the
Company registered in their name at that time. Changes to entries in the register of members after
6 p.m. on 25 September 2014 shall be disregarded in determining the rights of any person to attend
or vote at the Annual General Meeting.
9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so for the meeting and any adjournment(s) of it by using the procedures
described in the CREST Manual. CREST personal members, sponsored CREST members and CREST
members who have appointed a voting service provider(s) should refer to their CREST sponsor or
voting service provider(s) who will be able to take the appropriate action for them.
42
Aurum Mining Plc
Notice of Annual General Meeting
continued
10. To complete a valid proxy appointment or instruction using the CREST service, the CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK &
Ireland Limited’s specifications and must contain the information required for such instructions, as
described in the CREST Manual. The message, regardless of whether it constitutes the appointment
of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order
to be valid, be transmitted and received by Neville Registrars (Participant ID: 7RA11) 48 hours (save
that weekends, Christmas Day, Good Friday and any bank holiday within the UK shall not count in the
48 hour period) before the time fixed for the meeting (or adjournment thereof) excluding non-working
days. The time of receipt of the instruction will be the time (as determined by the timestamp applied
to the message by the CREST Applications Host) from which Neville Registrars is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of
instructions to proxies appointed through CREST should be communicated to the appointee through
other means.
11. CREST members and, where applicable, CREST sponsors or voting service providers should note that
Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular
messages. Normal system timings and limitations will apply to the input of CREST Proxy Instructions.
It is the responsibility of the CREST member concerned (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service provider(s) to ensure that his CREST
sponsor or voting service provider(s) take(s) the necessary action) to ensure that a message is
transmitted by means of the CREST system by a particular time. CREST members and, where
applicable, their CREST sponsors or voting service provider(s) should refer to the sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
12. The Company may treat a CREST Proxy Instruction as invalid as set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
13. Completion and return of a Form of Proxy will not preclude members from attending or voting in
person at the meeting if they so wish.
43
Aurum Mining Plc
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