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Vast Resources plc

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FY2015 Annual Report · Vast Resources plc
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report + accounts2014 - 2015BUCHARESTHUNGARY SERBIABULGARIABlack SeaMOLDOVAUKRAINESLOVAKIARemin Precious Metal + Polymetallic Mines**   Area of Interest following memorandum of understanding with state owned Remin SAROMANIA Manaila Polymetallic MineIacobeni (Processing Plant)Baita Plai Polymetallic Minetransitioningfrom anexplorationinto a productioncompany2015 ANNUAL REPORT AND FINANCIAL STATEMENTS1ZIMBABWEHARAREGiant Gold MinePickstone-PeerlessGold MineBOTSWANASOUTH AFRICAMOZAMBIQUEZAMBIANAMIBIAIndian Oceanhighlights 2chairman’s report 3strategic report 4directors’ report 8directors’ responsibilities 12auditors report 13financial statements 15accounting policies 20notes to statements 27company information 55VAST RESOURCES PLC – HIGHLIGHTS

Financial
•   Loss of $6.8 million to 31 March 2015 as mine development programme continues (2014: 

$11.7 million)

•   Cash balance of $3.7 million as at 31 March 2015 (2014: $0.6 million)

Post period end:

•   Cash balance of $2.9 million as at 26 August 2015

Management
•   New board completes the change of focus of the Group from exploration to production

Mine Development
•   Local investor acquired a 50% interest in Pickstone-Peerless Gold Mine and Giant Gold 
Mine to enable Pickstone-Peerless Gold Mine to be put into production. The Group 
maintains management control

•   Pickstone-Peerless Gold Mine development well advanced with mining operations having 
commenced in June 2015 and commissioning of plant in August 2015. First bullion sales 
expected within days

•   Expansion in Romania continues with acquisition of 80% interest in Baita Plai Polymetallic 

Mine (formerly known as Baita Bihor Polymetallic Mine) and, post period end, 50.1% interest 
in Manaila Polymetallic Mine

•   Output achieved at Manaila Polymetallic Mine on 13 August 2015 and anticipated at Baita 

Plai Polymetallic Mine by late 2015.

Zambia
•  Zambian copper interests disposed of.  Earn in agreement completed on rare earth project

Funding
•   Additional equity raised during period $3.8 million, and $2.0 million raised post period end

2

VAST RESOURCES PLC

CHAIRMAN’S REPORT

Strategic Highlights
At the outset of the fiscal year ending March 
2015, we set a programme to make the 
transition from exploration to mining, and 
ultimately, to cash generation.  

Our programme is on track. In Romania we 
have acquired a 50.1 per cent interest in the 
operating opencast Manaila Polymetallic Mine 
and have commenced a number of projects to 
improve the efficiency and productivity of the 
mine. It may also be possible to extend the life 
of this mine by extending the open cast mine 
over the existing licence boundary and by 
developing underground mining operations. 
We are also awaiting the transfer of the 
mining licence for our 80 per cent owned 
underground Baita Plai Polymetallic Mine 
(formerly known as Baita Bihor Polymetallic 
Mine).

Our 50 per cent owned Pickstone-Peerless 
Gold Mine (PPGM) project in Zimbabwe 
is well advanced and we expect first gold 
production in Q3 2015.

Overhead costs in Zimbabwe have been 
materially reduced. 

The name-change from African Consolidated 
Resources plc to Vast Resources plc has 
been well received. I believe it supports 
an important psychological change as the 
company moves into a new era.

Leadership group
We have a small Board of dedicated and 
suitably seasoned operators. The Board has 
gelled well and we operate as an effective 
team.

Roy Pitchford has settled in well and his 
expertise and knowledge of the industry 
are highly valued. Roy continues to explore 
interesting strategic opportunities, which 
will bear fruit for us in the years ahead. He 
is also building a strong operational team to 
ensure our mining operations are efficient and 
effective.

Roy Tucker continues to play an important 
role, covering a number of important bases. 
He plays a supportive role to Roy Pitchford, 
along with the finance, legal and secretarial 
roles. 

Eric Diack provides strong financial support 
and expertise, as well as valued strategic 
input. Eric continues to devote considerable 
time to the Company, well beyond that of a 
typical NED.

As things stand, we are thin on executive 
firepower. As a result, the Board members 
are under pressure, including specifically Roy 
Tucker, who puts in many long hours. Once 
the business is generating cash, we will need 
to increase the size of the executive team. 
We will be looking for a suitably qualified and 
experienced CFO and COO during the latter 
half of the year. 

I would like to thank all of the Directors for 
the unstinting dedication and hard work to 
date under extremely trying circumstances. 
Their resilience under fire has been truly 
heartening. 

Funding
We are pleased to have secured funding for 
our immediate requirements. One of the 
Romanian mines should start generating cash 
in September 2015.  In addition PPGM is 
expecting to be cash generative in the same 
period.  We are exploring debt finance as an 
alternative-funding instrument, being mindful 
of the significant dilution we have endured 
over the last year.

Shareholding
As I thank the Directors, so too I thank the 
shareholders, both new and old for their 
support. We remain wholly committed to 
bringing our assets to fruition and acting in 
the best interests of our shareholders at all 
times.

William Battershill
Group Chairman

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

3

STRATEGIC REPORT

Significant progress has been made during 
the year in transforming the Company from 
an exploration company to a mining company. 
Romania has developed into a major area 
of operation and Zambia has declined in 
significance. Zimbabwe remains an area of 
focus, but is constrained by negative investor 
sentiment at present. 

Additional mining opportunities in both 
Romania and Zimbabwe are now available 
to the Company and will be evaluated to 
determine whether they are complementary 
and value adding to the current portfolio of 
mining operations. The growth opportunities 
of the state mining company in Romania, 
Remin SA, remain a key objective of Vast 
following the due diligence exercise 
previously carried out by the Group 
on Remin’s chain of precious metal and 
polymetallic mines.  This awaits near term 
new mining legislation which will facilitate the 
process.  

Significant transactions have been undertaken 
and are highlighted below.

Cash spent and projects update
The Group opened the financial year with 
cash of $0.6 million and closed it with $3.7 
million. The issue of 508 million new ordinary 
shares raised $3.8 million. The total cash 
utilised in operating the Group was $2.9 
million.

During the year the Group has disposed of 
a number of assets, principally the Harare 
office ($1.4 million - July 2014) and the 
exploration aircraft ($0.2 million - February 
2015). The cash realised from these sales has 
been utilised in meeting the running costs of 
a radically streamlined operation. $0.3 million 
was spent in Romania and $1.0 million in 
Zimbabwe while a total of $0.1 million was 
spent in Zambia before the disposal of this 
project in March 2015 (see below).

A further analysis of KPIs monitored by the 
Group is given in the Directors’ report. 

Romania

The acceleration of the evaluation of the 
mining opportunities in Romania, referred 
to in the September 2014 interim report, 
has borne fruit as the Company now has 
two polymetallic mining projects in its 
portfolio, whilst retaining its interest in other 
opportunities through the work that has 
already been undertaken in the state mining 
company, Remin SA.

The first major development in Romania is 
the acquisition of the Baita Plai Polymetallic 
Mine (BPPM), through the purchase of 80 
per cent of the shares of Mineral Mining SA, 
which is in administration (MMSA). Due to 
the fact that MMSA was in administration, the 
mining licence had been transferred to a state 
owned company. The state mining company 
is required to transfer the licence back to 
MMSA provided MMSA becomes solvent and 
properly funded. The funding made available 
by the Company achieves this.  The transfer 
back of the licence is currently awaited, and 
good practical progress has recently been 
made in order to facilitate this. Details of the 
acquisition and of the mine licence process 
are further described in note 15.

The mine licence area contains eight skarn 
pipes, the first two of which currently contain 
the majority of the 1.8 million tonnes of 
mineral resource, in situ grading 2.19% 
copper; 128 g/t silver; 3.46% zinc; 3.07% lead 
and 1.41 g/t gold.

This mine is fully developed to 18 levels 
with all the necessary mining equipment, 
ore transport and hoisting facilities in place. 
Milling and flotation circuits are in place 
enabling the Company to recommission 
operations reasonably quickly and cost 
effectively. Some of the equipment is old, but 
serviceable, and will be replaced through an 
orderly modernisation programme. 

Significant areas of the unexplored skarn 
pipes are accessible, subject to re-entry 
procedures, and will enable the resources of 
the Company to be increased and upgraded 
in future.

4

VAST RESOURCES PLC

Strategic report

Following completion of the transfer of the 
mining licence BPPM is expected to enter 
production in late 2015.

In addition, the Group has acquired, after the 
year-end and subject to registration at the 
Romanian Trade Registry, a majority interest 
in Sinarom Mining Group SRL, a company 
that holds the mining rights in the Manaila 
Polymetallic Mine (MPM) in Suceava County, 
northern Romania. The mine has 1.8 million 
tonnes of mineral resource, grading 1.17% 
copper; 45.9 g/t silver; 1.86% zinc; 0.95% 
lead; and 0.63 g/t gold. This is a working mine 
which will underpin the metamorphosis of the 
Group into a fully-fledged mining operation. 
Production commenced in August 2015.  A 
sale of the first concentrate batch is now 
being negotiated between different buyers. 

The successful operation and expansion of 
these two mines will be an excellent precursor 
to the negotiations and securing of the larger 
mines contained in the Remin SA group of 
mines.

Zimbabwe Operations

- Pickstone-Peerless Gold Mine (PPGM)

A significant development in Zimbabwe 
has been the acquisition of a partner in 
the PPGM. In November 2014 the Group 
received a major capital injection into 
Dallaglio Investments (Private) Limited, 
the Zimbabwean subsidiary which, through 
subsidiaries, holds the mining rights to 
the PPGM claims. This has enabled the 
development of the mine to be completed 
and the mine to be put into production. At 
the date of reporting the construction of the 
new facilities is substantially finished, mining 
operations have commenced and the plant 
has been commissioned and is in operation. 
First sales are expected within days and 
this will complete the transformation of 
the Group’s activities in Zimbabwe from 
exploration to production.

the Dalny Gold Mine proximal both to 
Pickstone-Peerless Mine and to Giant Gold 
Mine from Falgold for $8.5million due to 
insufficient funding. Falgold was due to 
repay $500,000 to the Group from the initial 
deposit payment made to it.  $417,000 of this 
amount remains outstanding and is secured 
by a charge undertaking on the Dalny Gold 
Mine.  Dalny Gold Mine remains an option 
for a future development. Of interest is the 
fact that another gold mining company in 
Zimbabwe has successfully implemented this 
process and is currently processing its ore 
through the Dalny plant. This is a temporary 
measure and so Vast may be able to revisit 
this option for gold resources it currently 
holds or may secure in the future.- 

Staff rationalisation

The transformation from an exploration 
venture into a mining Company has not 
been achieved without some social cost. 
While as many staff as possible have been 
transferred to the new project, inevitably the 
termination of exploration has resulted in 
further redundancies. A final tranche of eight 
staff were retrenched during the year, which 
brings the complement of staff in the country 
not directly involved in mining operations to 
one. Coupled with the disposal of the Harare 
office building this has radically reduced the 
Group’s overhead expenditure in Zimbabwe.

Zambia
The Kalengwa Kasempa copper project 
has been disposed of and the details of the 
disposal are contained in note 13. The Group 
retains ownership of the Nkombwa Hill 
rare earth project and agreement has been 
reached with the new owners of ACR Zambia 
to facilitate the development of this property 
over the next three years. In doing so, the 
Group’s ownership will be diluted to 35% 
of that held currently, but in a project which 
should develop materially.

- Dalny Gold Mine

Vast was not able to proceed with this 
transaction under which it sought to acquire 

Fund raising
At the time of reporting prior to providing 
for contingencies and new opportunities we 

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

5

Strategic report

have identified an additional requirement 
of $1.5 million working capital following 
the acquisition of our interest in MPM. 
This has resulted in a cash raising of 
$2.0 million before costs through equity 
placement and subscriptions announced 
on 27 July and 7 August 2015.  In the 
event of any contingencies or limited scale 
new opportunities that may arise our first 
preference will be to raise debt finance.

Impairment of projects
A comprehensive review for impairment on all 
the projects was undertaken. No impairment 
was considered necessary. Further details of 
the projects and split are contained in  
note 11.

Risk management
The Board has identified the following as 
being the principal strategic and operational 
risks (in no order of priority)

•  Risk – Going concern

 The Group considers it has sufficient cash 
for its immediate purposes.  This position 
could be undermined by unforeseen delays, 
cost overruns or adverse commodity price 
movements which could impact the Group’s 
going concern status.

  Mitigation/Comments

 The Board will continue to engage potential 
investors to aid understanding of the 
fundamental strength of the Group’s 
business so as to be in a position to attract 
additional funding if required.  The Board 
will also whenever possible retain sufficient 
cash margin to offset contingencies.

•  Risk – Mining

 Mining of natural resources involves 
significant risk. Drilling and operating risks 
include geological, geotechnical, seismic 
factors, industrial and mechanical incidents, 
technical failures, labour disputes and 
environmental hazards. 

  Mitigation/Comments

 Use of strong technical management 

together with modern technology and 
electronic tools assist in reducing risk in this 
area. Good employee relations are also key 
in reducing the exposure to labour disputes. 
The Group is committed to following sound 
environmental guidelines and is keenly 
aware of the issues surrounding each 
individual project.

•  Risk - Commodity prices

 Commodity prices are subject to 
fluctuation in world markets and are 
dependent on such factors as mineral 
output and demand, global economic trends 
and geo-political stability.

  Mitigation/Comments

 The Group’s management constantly 
monitors mineral grades mined and cost of 
production to ensure that mining output 
remains economic at all times. Once output 
stabilises beyond the initial development 
phase, it will be possible to hedge future 
price fluctuations by entering into forward 
selling contracts.  Beyond that the Group 
aims to remain a low cost producer.

•  Risk - Retention of Key Personnel

 The successful achievement of the Group’s 
strategies, business plans and objectives 
depends upon its ability to attract and 
retain certain key personnel.

  Mitigation/Comments

 The Group is committed to the fostering of 
a management culture where management 
is empowered and where innovation and 
creativity in the workplace is encouraged. 
In order to retain key personnel it 
has introduced a “Share Appreciation 
Right Scheme” for directors and senior 
executives, and will address a bonus 
scheme for others.

•  Risk - Country and Political

 The Group’s operations are based in 
Zimbabwe and Romania. Emerging market 
economies could be subject to greater risks, 
including legal, regulatory, economic and 
political risks, and are potentially subject to 
rapid change.

6

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
Strategic report

international commodity markets, claim 
holding costs and economic considerations. 
Further details are included in notes 2 and 
11 of the financial statements.

Outlook
The establishment of PPGM, BPPM and MPM 
as operating and cash generating mines will 
complete the transformation of Vast into a 
metals mining and production company. New 
mining opportunities will enable the Company 
to expand and grow. Romania and Zimbabwe 
are both developing very good technical 
and financial management teams whose 
commitment has made the transformation of 
the Company possible.

The advice and support of fellow directors, 
both at Vast and at subsidiary levels, has 
been invaluable. The cordial and positive 
relationship that has developed with our joint 
venture partners, Grayfox, in Zimbabwe, 
augers well for the future development of the 
PPGM and the Giant Gold Mine. 

A special note of thanks to the operational 
management teams in both Romania and 
Zimbabwe who have significantly contributed 
to the transformation of Vast into a mining 
company.  They have worked to very tight 
timelines, often in difficult circumstances, but 
delivered what was required.  

On behalf of the Board

Roy A. Pitchford
Group Chief Executive Officer

  Mitigation/Comments

 The Group’s management team is highly 
experienced in its areas of operation. The 
Group routinely monitors political and 
regulatory developments in each of its 
countries of operation. In addition, the 
Group actively engages in dialogue with 
relevant Government representatives in 
order to keep abreast of all key legal and 
regulatory developments applicable to its 
operations. The Group has a number of 
internal processes and checks in place to 
ensure that it is wholly compliant with all 
relevant regulations in order to maintain 
its mining or exploration licences within 
each country of operation. In Zimbabwe 
the Group will take the necessary steps to 
comply with the Indigenisation Regulations. 
These country risks are further addressed 
in the Notes to the Financial Statements.

•  Risk - Social, Safety and Environmental

 The Group’s success may depend upon 
its social, safety and environmental 
performance, as failures can lead to delays 
or suspension of its mining activities.

  Mitigation/Comments

 The Group takes its responsibilities in 
these areas seriously and monitors its 
performance across these areas on a 
regular basis.

•  Risk - Impairment of intangible assets

 The Group has licences or claims over a 
number of discrete areas of exploration.  
Review of deferred exploration expenses 
involves significant judgement and this 
increases the risk of misstatement.

  Mitigation/Comments

 It is the Group’s policy for the Board to 
review progress every quarter on each area 
in order to approve the timing and amount 
of further expenditure or to decide that 
no further expenditure is warranted.  If no 
further expenditure is warranted for any 
area then the related costs will be written 
off. The Board measures progression in 
each of its claim areas based on a number of 
factors including specific technical results, 

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

7

 
 
 
 
 
REPORT OF THE DIRECTORS for the year ended 31 March 2015

The Directors present their report together with the 
audited financial statements for the year ended  
31 March 2015. 

Results and dividends
The Group Statement of Comprehensive Income is set out 
on page 15 and shows the loss for the year.

The Directors do not recommend the payment of a dividend 
(2014: nil).

Principal activities, review of business and 
future developments

The Group is engaged in the exploration for and 
development of mineral projects in Sub-Saharan Africa 
and Eastern Europe. Since incorporation the Group has 
built an extensive and interesting portfolio of projects 
in Zimbabwe and more recently in Romania.  Both the 
Chairman’s and Strategic Reports on pages 3 to 7 provide 
further information on the Group’s projects and a review of 
the business.

The Directors consider the Group’s key performance 
indicators to be the rate of utilisation of the Group’s cash 
resources and the on-going control of its mining costs and 
production facilities. These are detailed below.

Cash Resources
As can be seen from the statement of financial position, 
cash resources for the Group at 31 March 2015 were 
approximately $3.7 million (2014: $0.6 million). During the 

year the cash outflows from operations were $2.9 million 
(2014: $4.1 million) and from investing activities was $1.4 
million (2014: $6.3 million). The Directors monitor the cash 
position of the Group closely and seek to ensure that there 
are sufficient funds within the business to allow the Group 
to meet its commitments and continue the development 
of the assets. The net monthly cash expenditure in the 
year to March 2015 was approximately $325,000 (2014: 
$870,000). Much of the cash spent was on Pickstone-
Peerless Gold Mine with the objective of creating cash-
generative operations in the near term. 

The Directors closely monitor the development of the 
Group’s assets and focus in particular on ensuring that 
the regulatory requirements of the licences are in good 
standing at all times, that any capital expenditure on the 
assets is closely controlled and monitored and that, as the 
Group nears first production from its Pickstone-Peerless 
Gold Mine, the forward price of gold is reviewed. Details of 
the Group’s spend on capital items in the year are set out in 
notes 8 and 9 of the financial statements. 

The loss arising from activities during the year of $6.8 
million ($11.7 million) differs from the cash outflows mainly 
due to the loss on discontinued operations in Zambia. The 
business continues to focus on its key assets.

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.

Directors
The Directors who served during the year and up to the date hereof were as follows:-

Date of Appointment 

Date of Resignation

5 April 2005 
7 April 2014 
30 May 2014 
30 May 2014 
27 May 2005 
22 March 2006 
24 April 2013 

-
-
-
-
29 May 2014
29 May 2014
29 May 2014

   Roy Tucker 
   Roy Pitchford 
   William Battershill 
   Eric Kevin Diack 
* Stuart Bottomley 
* Michael Kellow 
* Neville Nicolau 

* Former Director

8

VAST RESOURCES PLC

 
 
  
 
Report of the directors

Directors’ interests
The interests in the shares of the Company of the Directors who served during the year were as follows:-

Ordinary Shares  
 held at 31 
March 2015 

70,913,375 

8,026,000 

- 

9,704,509 

400,000 

- 

26,398,717 

115,442,601 

Share Options 
 held at 31 
March 2015 

Ordinary Shares 
 held at 31 
March 2014 

Share Options 
 held at 31 
March 2014

- 

500,000 

- 

3,500,000 

2,000,000 

- 

3,500,000 

9,500,000 

15,700,395 

8,026,000 

- 

9,704,509 

400,000 

- 

9,668,417 

43,499,321 

-

-

-

3,500,000

2,000,000

-

3,500,000

9,000,000

Outstanding at 
31 March 2014 

 Movements  
Issued  

Lapsed 
during year 

Outstanding at 
31 March 2015 

Vesting 

Final 
date  Exercise date

   William Battershill 

* Stuart Bottomley 

   Eric Diack 

* Michael Kellow 

* Neville Nicolau 

   Roy Pitchford 

   Roy Tucker 

Total 

Share options

Exercise 
price 

* Stuart Bottomley 

2.0p 

* Michael Kellow 

- 

500,000 

5.0p 

3,500,000 

* Neville Nicolau 

4.0p 

2,000,000 

   Roy Tucker 

5.0p 

3,500,000 

- 

- 

- 

Total 

9,000,000 

500,000 

* Former Director

- 

- 

- 

- 

- 

500,000 

Jan-15 

Dec-16

3,500,000  50% Aug-12;  
50% Aug-13 

Aug-15

2,000,000 

May-14 

Mar-16

3,500,000  50% Aug-12;  
50% Aug-13 

Aug-15

9,500,000

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Report of the directors

Employee Benefit Trust
The following shares are held in an unapproved Employee Benefit Trust. The Director’s beneficial interest in these shares is 
as follows:

Subscription 
price 

Outstanding at 
31 March 
2014 

Exercised 
during last 
12 months 

Granted 
during last 
12 months 

* Stuart Bottomley  8.75p 

1,500,000 

9.00p 

750,000 

6.00p 

1,000,000 

3,250,000 

* Michael Kellow 

8.75p 

2,000,000 

9.00p 

1,000,000 

6.00p 

3,500,000 

6,500,000 

   Roy Tucker 

8.75p 

1,500,000 

9.00p 

750,000 

6.00p 

2,750,000 

5,000,000 

15,250,000 

Total 

See Note 23 for further details of the EBT

* Former Director

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

Exercise 
date 

50% Jul-10 
and 50% Jul-11

50% Aug-11 
and 50% Aug-12

50% Aug-12 
and 50% Aug-13

50% Jul-10 
and 50% Jul-11

50% Aug-11 
and 50% Aug-12

50% Aug-12 
and 50% Aug-13

50% Jul-10 
and 50% Jul-11

50% Aug-11 
and 50% Aug-12

50% Aug-12 
and 50% Aug-13

Outstanding at 
31 March 
2015 

1,500,000 

750,000 

1,000,000 

3,250,000

2,000,000 

1,000,000 

3,500,000 

6,500,000

1,500,000 

750,000 

2,750,000 

5,000,000

15,250,000 

10

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Report of the directors

Directors’ remuneration

2015 

* Stuart Bottomley 

   William Battershill 

   Eric Diack 

* Michael Kellow 

* Neville Nicolau 

   Roy Pitchford 

   Roy Tucker 

2014

* Stuart Bottomley 

* Craig Hutton 

* Michael Kellow 

* Lloyd Manokore 

* Neville Nicolau 

   Roy Tucker 

* Former Director

Salary/ 
Fees 
$’000 

Termination 
Payments 
$’000 

Pension 

$’000 

Medical 
aid 
$’000 

Total 
2015 
$’000

16 

81 

73 

28 

 11 

 188 

 165 

562 

60 

228 

280 

71 

60 

220 

919 

- 

- 

- 

- 

- 

- 

- 

- 

- 

340 

- 

- 

- 

- 

340 

- 

- 

- 

3 

- 

- 

- 

3 

- 

- 

19 

- 

- 

- 

19 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

4 

- 

- 

- 

4 

16

81

73

31

 11

 188

 165 

565

60

568

303

71

60

220 

1,282

Part of the remuneration of Roy Tucker represents UK office services which are provided by Roy Tucker under his 
consultancy contract at his expense.  His remuneration also includes irrecoverable VAT. Of the remuneration paid, $11,800 
(2014: $55,692) has been settled by the issue of shares.

Of the remuneration to Michael Kellow, $6,296 (2014: $59,533) has been settled by the issue of shares.

The Company has qualifying third party indemnity provisions for the benefit of the Directors.

Auditors
All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any 
information needed by the Company’s auditors for the purposes of their audit and to establish that the auditors are aware 
of that information.  The Directors are not aware of any relevant audit information of which the auditors are unaware.

Events after the reporting date
This is more fully disclosed in note 29

By order of the Board

Roy Tucker 
Secretary

11 September 2015

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

11

 
 
 
 
 
STATEMENT OF DIRECTORS’ RESPONSIBILITIES

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.

The Directors are responsible for preparing 
the Strategic and Directors’ reports 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 year.  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:

 •     select suitable accounting policies and 

then apply them consistently;

 •    make judgements and accounting 
estimates that are reasonable and 
prudent;

 •    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;

 •    prepare the financial statements on 

the going concern basis unless it is 
inappropriate to presume that the 
Company will continue in business.

12

VAST RESOURCES PLC

 
 
 
 
INDEPENDENT AUDITORS REPORT to the members of VAST Resources plc

We have audited the financial statements 
of Vast Resources Plc for the year ended 
31 March 2015 which comprise the Group 
Statement of comprehensive income, the 
Group and Company statement of changes in 
equity, the Group and Company statements 
of financial position, the Group 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 to 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: 

•   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 
2015 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 Company’s ability 
to continue as a going concern. Further funds 
will be required to finance the Group’s and 
Company’s working capital requirements and 
the development of the Group’s Romanian 
assets. If cash flow from existing sources 
was not sufficient to meet the Group’s 
commitments the Directors are confident 
that additional funds could be successfully 
raised from other sources. However, they 
have no binding agreements in place to date. 

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

13

Independent Auditors report

These conditions indicate the existence 
of a material uncertainty which may cast 
significant doubt about the Group’s and 
Company’s ability to continue as a going 
concern. The financial statements do not 
include the adjustments that would result 
if the Company was unable to continue as a 
going concern.

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:

  •   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

  •   we have not received all the 

information and explanations we 
require for our audit.

Scott McNaughton 

(Senior Statutory Auditor)

For and on behalf of BDO LLP,  
statutory auditor 
London 
United Kingdom

11 September 2015

BDO LLP is a limited liability partnership 
registered in England and Wales (with 
registered number OC305127).

Emphasis of Matter - 
Indigenisation Regulation 
Zimbabwe
In forming our opinion on the financial 
statements, which is not modified, we 
have considered the adequacy of the 
Directors’ disclosure of the impacts of the 
Indigenisation Regulation in Zimbabwe, 
(see basis of preparation in note 1 and note 
27). This Regulation, as set in its present 
format would require transfer of 51% of all 
Zimbabwean projects to designated local 
entities, and as explained in note 27, this 
gives rise to a significant uncertainty over 
the ability of the Group and Company to 
realise the value of the Group’s assets. The 
financial statements do not include the 
adjustments that would result if 51% of 
the Zimbabwean projects were required 
to be transferred. These adjustments 
would principally be significant impairment 
of the Group’s Zimbabwean exploration 
assets and the Company’s investment in 
subsidiaries.

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.  

14

VAST RESOURCES PLC

GROUP STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2015

Notes 

23 

11.1 

11.2 

3 

5 

13.5 

15 

Share option credit/(expense) 

Other administrative expenses 

Impairment of intangible assets 

Project evaluation expenses 

Administrative expenses 

Operating loss  

Finance income 

Loss before and after taxation from continuing operations 

Loss on discontinued operation, net of tax 

Gain on business combination 

Total loss for the year 

Other comprehensive income/(loss) 
Items that maybe reclassified subsequently to profit or loss 

Gain/(loss) on available for sale financial assets 

Total other comprehensive income/ (loss) 

Total comprehensive loss for the year 

Total comprehensive loss attributable to: 

 - the equity holders of the parent company  

 - non-controlling interests 

31 March 2015 
Group 
$’000 

31 March 2014 
Group 
$’000

25 

(5,888) 

- 

(130) 

(5,993) 

(5,993) 

3   

(5,990) 

(1,033) 

169 

(6,854) 

18 

18 

 (173)

 (4,331)

 (6,712)

 (438)

 (11,654)

 (11,654) 

4

(11,650)

-

-

(11,650)

 (62)

(62)

(6,836) 

(11,712)

(6,599) 

(237) 

(6,836) 

(11,712)

-

(11,712)

Loss per share – basic and diluted  

9 

(0.77) cents 

(1.48) cents

The accompanying accounting policies and notes on pages 20 - 54 form an integral part of these financial statements.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

15

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GROUP STATEMENT OF CHANGES IN EQUITY

 for the year ended 31 March 2015

Attributable to owners of the parent company

Share 
capital	

Share 
premium	

Share 
option	
reserve 

Group 

$’000 

$’000 

$’000 

Foreign  Available 
currency	
for	sale	
translation 
reserve 
reserve
$’000 

$’000 

EBT  Retained 
deficit	

reserve	

Total 

Non- 
	 controlling 
interests 

Total 

$’000 

$’000 

$’000 

$’000 

$’000

At 31 March 2013 

 14,004  

 62,751  

 331  

 (1,843) 

 31  

 (3,944) 

 (27,428)  43,902 

- 

 43,902 

Loss for the year 

Other comprehensive losses 

Total comprehensive loss for the year 

Share option charge 

Shares issued: 

 -    

 -    

 -    

 -    

 -    

 -    

 -    

 -    

 -    

 -    

 -    

 173  

 -    

 -    

 -    

 -    

 -    

 -    

 (11,650)  (11,650) 

- 

 (11,650)

 (62) 

 (62) 

 -    

 -    

(62) 

- 

 (62)

 -    

 (11,650)  (11,712) 

- 

 (11,712)

 -    

 -    

 -    

173 

- to settle liabilities (including Directors) 

 71  

 142  

 -    

 -    

 -    

 -    

 -    

213 

At 31 March 2014 

 14,075  

 62,893  

 504  

 (1,843) 

 (31) 

 (3,944) 

 (39,078)  32,576 

- 

- 

- 

 173 

 213 

 32,576 

Loss for the year 

Other comprehensive income 

Total comprehensive loss for the year 

Share option credit 

Interest in mining asset 

Acquired through business combination

- Dalaglio Investments (Pvt) Ltd 

- Mineral Mining SA 

Shares issued: 

 -    

 -    

- 

 -    

- 

- 

- 

- for cash consideration 

715 

3,089 

- to settle liabilities (including Directors) 

245 

123 

 -    

 -    

- 

 -    

 -    

- 

 -    

(25) 

- 

- 

- 

- 

- 

- 

- 

- 

 -    

 -    

- 

 -    

- 

- 

- 

- 

- 

 -    

 -    

(6,786) 

(6,786) 

(237) 

(7,023)

18 

18 

 -    

169 

187 

- 

187

- 

(6,617) 

(6,599) 

(237) 

(6,836)

 -    

 -    

 -    

(25) 

- 

(25)

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

(7,404) 

(7,404) 

9,403 

1,999

- 

- 

- 

- 

- 

- 

2,000 

2,000

(198) 

(198)

3,804 

368 

- 

- 

3,804

368

At 31 March 2015 

15,035 

66,105 

479 

(1,843) 

(13) 

(3,944) 

(53,099)  22,720 

10,968 

33,688

The accompanying accounting policies and notes on pages 20 to 54 form an integral part of these financial statements

16

VAST RESOURCES PLC

 
	
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2015

Share 
capital	

Share 
premium	

Share 
option	
reserve 

Company 

$’000 

$’000 

$’000 

Foreign 
currency	
translation 
reserve
$’000 

Available 
for	sale	
reserve 

EBT 
reserve	

Retained 
deficit 

Total 

$’000 

 $’000 

$’000 

$’000

At 31 March 2013 

 14,004  

 62,751  

 331  

 (4,954) 

 14  

 (3,944) 

 (24,300) 

 43,902 

Loss for the year 

Other comprehensive income 

 -    

 -    

Total comprehensive loss for the year 

 -    

Share option charge 

 -    

 -    

 -    

 -    

 -    

 -    

 -    

 -    

 173  

 -    

 -    

 -    

 -    

 -    

 (13) 

 (13) 

 -    

 -    

 -    

 -    

 -    

 (11,699) 

 (11,699)

 -    

 (13)

 (11,699) 

 (11,712)

 -    

 173 

Shares issued: 

- to settle liabilities  
(including Directors) 

 71  

 142  

 -    

 -    

At 31 March 2014 

 14,075  

 62,893  

 504  

 (4,954) 

Loss for the year 

Other comprehensive income 

Total comprehensive loss  
for the year 

Share option credit 

Shares issued: 

 -    

 -    

 -    

 -    

 -    

 -    

 -    

 -    

- for cash consideration 

715 

3,089 

- to settle liabilities  
(including Directors) 

245 

123 

- 

- 

- 

(25) 

- 

-  

 -    

 -    

 -    

 -    

 -    

 -    

At 31 March 2015 

15,035 

66,105 

479 

(4,954) 

 -    

 1  

 -    

4 

4 

 -    

 -    

 -    

5 

 -    

 -    

 213 

(3,944) 

 (35,999) 

 32,576 

 -    

 -    

 -    

 -    

 -    

 -    

(6,039) 

(6,039)

 -    

4

(6,039) 

(6,035)

 -    

(25)

 -    

3,804

 -    

368

(3,944) 

(42,038) 

30,688

The accompanying accounting policies and notes on pages 20 - 54 form an integral part of these financial statements.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

17

 
	
 
 
 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
GROUP & COMPANY STATEMENTS OF FINANCIAL POSITION

as at 31 March 2015

ASSETS 

Non-current assets

Intangible assets 

Property, plant and equipment 

Investment in subsidiaries 

Loan to group companies 

Current assets

Inventory 

Receivables 

Available for sale investments 

Cash and cash equivalents 

Restricted cash 

Total current assets 

Total Assets 

EQUITY AND LIABILITIES

Capital and reserves attributable  
to equity holders of the Parent

Share capital 

Share premium 

Share option reserve 

Foreign currency translation reserve 

Available for sale reserve 

EBT reserve 

Retained deficit 

Non-controlling interest 

Total equity 

Non-current liabilities

Secured borrowings 

Current liabilities

Trade and other payables 

Total liabilities 

Total Equity and Liabilities 

Note 

11 

12 

13 

14 

16 

17 

18 

21 

22 

22 

24 

24 

24 

24 

24 

25 

19 

20 

2015 
Group 

$’000 

8,739 

22,621 

- 

- 

2014 
Group 

$’000 

28,710 

2,683 

- 

- 

31,360 

31,393 

65 

4,134 

24 

3,090 

637 

7,950 

39,310 

15,035 

66,105 

479 

(1,843) 

(13) 

(3,944) 

(53,099) 

22,720 

10,968 

33,688 

1,555 

4,067 

5,622 

39,310 

1 

1,180 

6 

568 

- 

1,755 

33,148 

14,075 

62,893 

504 

(1,843) 

(31) 

(3,944) 

(39,078) 

32,576 

- 

32,576 

- 

572 

572 

33,148 

2015 
Company 

$’000 

2014 
Company 

$’000

185 

75 

218 

29,256 

29,734 

- 

345 

5 

2,330 

- 

2,680 

32,414 

15,035 

66,105 

479 

(4,954) 

5 

(3,944) 

(42,038) 

30,688 

- 

30,688 

- 

1,726 

1,726 

32,414 

1,580

1,455

218

29,300

32,553

-

23

1

467

-

491

33,044

14,075

62,893

504

(4,954)

1

(3,944)

(35,999)

32,576

-

32,576

-

468

468

33,044

The accompanying accounting policies and notes on pages 20 to 54 form an integral part of these financial statements. The 
financial statements on pages 15 to 54 were approved and authorised for issue by the Board of Directors on 11 September 
2015 and were signed on its behalf by:

Roy C Tucker
Director 
11 September 2015

18

Registered number 05414325

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
 
 
GROUP & COMPANY STATEMENTS OF CASH FLOW

for the year ended 31 March 2015

CASH FLOW FROM OPERATING ACTIVITES 

Note 

Loss for the year 

Adjustments for: 

Depreciation 

Impairment charge on intangible assets 

11.1 

Impairment charge on advances to group companies 

18 

15 

13 

23 

Unrealised exchange loss/(gain) 

Write-off of financial assets 

Profit on sale of property, plant and equipment 

Gain on business combination 

Loss on discontinued operations 

Liabilities settled in shares 

Share option (credit) /charges 

Changes in working capital: 

(Increase)/decrease in receivables 

(Increase)/decrease in inventories 

Increase/(decrease) in payables 

Cash used in operations 

Investing activities: 

Payments to acquire intangible assets 

Payments to acquire property, plant and equipment 

12 

Proceeds on disposal of property, plant and equipment 

Payments to acquire subsidiary company 

Restricted cash movement 

Increase in loan to group companies 

Financing activities: 

Proceeds from the issue of ordinary shares, net of issue costs 

Proceeds from investment by Grayfox Investments (Pvt) Ltd 

Proceeds from Secured loan 

Increase / (decrease) in cash and cash equivalents 

Cash and cash equivalents at beginning of year 

Exchange (loss)/gain on cash and cash equivalents 

Cash and cash equivalents at end of year* 

2015 
Group 

$’000 

2014 
Group 

$’000 

2015 
Company 

$’000 

2014 
Company 

$’000

(6,854) 

 (11,650) 

(6,039) 

 (11,699)

465 

- 

- 

217 

- 

(120) 

(169) 

1,033 

368 

(25) 

 50  

 6,712  

 -    

 (55) 

 22  

 (52) 

- 

- 

 213  

 173  

40 

- 

- 

234 

- 

(168) 

- 

- 

368 

(25) 

 28 

 1,459 

 8,503 

 (55)

 -   

 -   

-

-

 213 

 173

(5,085) 

(4,587) 

(5,590) 

 (1,378)

(654) 

(4) 

1,503 

845 

 725  

 10  

 (265) 

 470  

(322) 

- 

1,258 

(936) 

 151

 -   

 220 

 371

(4,240) 

 (4,117) 

(4,654) 

 (1,007)

(63) 

(394) 

1,536 

(522) 

(637) 

- 

(80) 

3,804 

1,700 

1,555 

7,059 

2,739 

568 

(217) 

3,090 

 (6,050) 

 (335) 

 53  

- 

- 

 -    

 (6,332) 

 -    

- 

- 

- 

 (10,449) 

 10,962  

 55  

 568  

(65) 

- 

1,508 

- 

- 

(1,504) 

2,947 

3,804 

- 

- 

3,804 

2,097 

467 

(234) 

2,330 

 (104)

 (23)

 -   

-

-

 (8,826) 

 (8,953)

 -   

-

-

-

 (9,960) 

 10,372  

 55 

 467

The accompanying notes and accounting policies on pages 20 to 54 form an integral part of these financial statements

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

19

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
STATEMENT OF ACCOUNTING POLICIES

for the year ended 31 March 2015

1  Accounting Policies

Basis of preparation and going concern assessment

Changes in Accounting Policies

New and amended Standards effective for 31 March 2015 
year-end adopted by the Group:

The following new standards and amendments to standards 
are mandatory for the first time for the Group for 
financial year beginning 1 April 2014. Except as noted, the 
implementation of these standards is not expected to have a 
material effect on the Group.

a)   New standards, interpretations and amendments 

effective from 1 April 2014

      The following new standards, interpretations and 

amendments, which are effective for period beginning  
1 April 2014:

Annual Improvements to IFRSs 2010-2012   Cycle 2

Annual Improvements to IFRSs 2011- 2013   Cycle 3

IFRS 10 

Consolidated Financial Statement 

IFRS 11  

Joint Arrangement

IFRS 12 

Disclosure of Interest in Other Entities

IAS 27 

IAS 28 

Investment Entities

Investment in Associate and Joint Venture

2 Effective for periods beginning on or after 1 February 2015

3 Effective for periods beginning on or after 1 January 2014

No other IFRS issued and adopted are expected to have an 
impact on the Group’s financial statements. All other new 
standards and interpretations that were effective for the 
year ended 31 March 2015 have been adopted, but have 
not had a material effect on the Group. 

The principal accounting policies adopted in the preparation 
of the financial information are set out below. The policies 
have been consistently applied throughout the current 
year and prior year, unless otherwise stated. These 
financial statements have been prepared in accordance 
with International Financial Reporting Standards (IFRSs 
and IFRIC interpretations) issued by the International 
Accounting Standards Board (IASB) as adopted by the 
European Union and with those parts of the Companies 
Act 2006 applicable to companies preparing their accounts 
under IFRS. 

The consolidated financial statements incorporate 
the results of Vast Resources plc and its subsidiary 
undertakings as at 31 March 2015.

The financial statements are prepared under the historical 
cost convention on a going concern basis.

At the date of issue of these financial statements the Group 
has sufficient cash resources to support minimum spend 
requirements and general overheads for the next twelve 
months.  However further funds may be required to finance 
the Group’s and Company’s working capital requirements, 
and the development of the Group’s Romanian assets.  If the 
Romanian assets do not provide the Group with sufficient 
cash flow to meet the Group’s commitments the Directors 
are confident that additional funds could be successfully 
raised from other sources.  However, the Company does 
not have any binding agreement in place to date. These 
conditions indicate the existence of 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 adjustment that 
would result if the Company was unable to continue as a 
going concern.

The Zimbabwean Government’s policy on indigenisation 
as set in its present format creates an obligation for the 
Group.  The full effect that this legislation might have on the 
operations of the Group is yet to be quantified and is subject 
to significant uncertainty over the ability of the Group and 
Company to realise the value of the Group’s assets. Further 
details on indigenisation in note 27.

20

VAST RESOURCES PLC

Statement of accounting policies

b)   New standards, interpretations and amendments not yet 

effective

       The following new standards, interpretations and 
amendments, which are not effective for periods 
beginning 1 April 2015 and which have not been early 
adopted, will or may have an effect on the Company’s 
statements: 

IFRS 9 
Financial Instruments5

IFRS 11 (Amendments) 
Accounting for Acquisitions of Interests in Joint 
Operations3

IFRS 14 
Regulatory Deferral Accounts3

IFRS 15 
Revenue from Contracts with Customers4

IAS 16   (Amendments) 
Clarification of Acceptable Methods of Depreciation and 
Amortisation3

IAS 19   (Amendments) 
Defined Benefit Plans: Employee Contributions1

IAS 38   (Amendments) 
Clarification of Acceptable Methods of Depreciation and 
Amortisation3

Improvements to IFRSs 
Annual Improvements 2010-2012 Cycle2

Improvements to IFRSs 
Annual Improvements 2011-2013 Cycle1

Improvements to IFRSs 
Annual Improvements 2012-2014 Cycle3

1 Effective for annual periods beginning on or after 1 July 2014

2 Effective for annual periods beginning, or transactions occurring, on or after 
1 July 2014

3 Effective for annual periods beginning on or after 1 January 2016

4 Effective for annual periods beginning on or after 1 January 2017

5 Effective for annual periods beginning on or after 1 January 2018

The above standards, interpretations and amendments are 
not expected to significantly affect the Group’s results or 
financial position.  The adoption of IFRS 9 will eventually 
replace IAS 39 in its entirety and consequently may 
have a material effect on the presentation, classification, 
measurement and disclosures of the Group’s financial 
instruments.

Areas of estimates and judgement
The preparation of the Group financial statements in 
conformity with generally accepted accounting principles 
requires the use of estimates and assumptions that affect 
the reported amounts of assets and liabilities and disclosure 
of contingent assets and liabilities at the date of the 
financial statements and the reported amounts of revenues 
and expenses during the reporting period. Although these 
estimates are based on management’s best knowledge of 
current events and actions, actual results may ultimately 
differ from those estimates. The estimates and assumptions 
that have a significant risk of causing a material adjustment 
to the carrying amounts of assets and liabilities in the next 
financial year are discussed below:

a)   Useful lives of property, plant & equipment

 Property, plant and equipment are depreciated over their 
useful economic lives. Useful economic lives are based on 
management’s estimates of the period that the assets will 
be in operational use, which are periodically reviewed for 
continued appropriateness. Due to the long life of certain 
assets, changes to estimates used can result in significant 
variations in the carrying value. More details, including 
carrying values, are included in note 12 to the financial 
statements.

b)  Impairment of intangibles and mining assets

 The Group reviews, on an annual basis, whether deferred 
exploration costs, mining options and licence acquisition 
costs have suffered any impairment. The recoverable 
amounts are determined based on an assessment of 
the economically recoverable mineral reserves, the 
ability of the Group to obtain the necessary financing to 
complete the development of the reserves and future 
profitable production or proceeds from the disposition of 
recoverable reserves. Actual outcomes may vary. More 
details, including carrying values, are included in note 11 
to the financial statements.

c)  Share based payments

  The Group operates an equity settled and cash settled 
share based remuneration scheme for key employees. 
Employee services received, and the corresponding 
increase in equity, are measured by reference to the fair 
value of equity instruments at the date of grant. 

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

21

 
  
  
 
Statement of accounting policies

  In addition, the Group may frequently enter into financial 
arrangements which involve the convertibility of part or 
all of the liabilities assumed under these arrangements 
into shares in the parent company, under an option 
arrangement. 

  The fair value of these share options is estimated by 
using the Black Scholes model on the date of grant 
based on certain assumptions. Those assumptions are 
described in note 21 and include, among others, the 
expected volatility and expected life of the options. 

d)  Going concern and intercompany loan recoverability

  The Group’s cash flow projections which have used 
conservative assumptions on forward commodity prices 
indicate that the Group should have sufficient resources 
to continue as a going concern.  Should the projections 
not be realised the Group’s going concern would 
depend on the success of future fund raising initiatives. 
The recoverability of inter-company loans advanced 
by the Company to subsidiaries depends also on the 
subsidiaries realising their cash flow projections. 

e)  Estimates of fair value

  The Group may enter into financial instruments which 
are required by IFRS to be recorded at fair value 
within the financial statements. In determining the fair 
value of such instruments the Directors are required 
to apply judgement in selecting the inputs used in 
valuation models such as the Black Scholes or Monte 
Carlo model. Inputs over which the Directors may be 
required to form judgements relate to, et al, volatility 
rates, vesting periods, risk free interest rates, commodity 
price assumptions and discount rate. In addition 
where a valuation requires more complex fair value 
considerations the Directors may appoint third party 
advisers to assist in the determination of fair value. 

  The fair value measurement of the Group’s financial 
and non-financial assets and liabilities utilises market 
observable inputs and data as far as possible. Inputs used 
in determining fair value measurements are categorised 
into different levels based on how observable the inputs 
used in the valuation technique utilised are (the ‘fair 
value hierarchy’):

The classification of an item into the above levels is based 
on the lowest level of the inputs used that has a significant 
effect on the fair value measurement of the item.

 Basis of consolidation

Where the Company has control over an investee, it is 
classified as a subsidiary. The Company controls an investee 
if all three of the following elements are present: power 
over the investee, exposure to variable returns from the 
investee, and the ability of the investor to use its power 
to affect those variable returns. Control is reassessed 
whenever facts and circumstances indicate that there may 
be a change in any of these elements of control.

De-facto control exists in situations where the Company 
has the practical ability to direct the relevant activities of 
the investee without holding the majority of the voting 
rights. In determining whether de-facto control exists the 
Company considers all relevant facts and circumstances, 
including:

•   The size of the Company’s voting rights relative to 

both the size and dispersion of other parties who hold 
voting rights

•   Substantive potential voting rights held by the 

Company and by other parties

•   Other contractual arrangements

•   Historic patterns in voting attendance.

The consolidated financial statements present the results 
of the Company and its subsidiaries (“the Group”) as if 
they formed a single entity. Intercompany transactions 
and balances between group companies are therefore 
eliminated in full.

The consolidated financial statements incorporate the 
results of business combinations using the acquisition 
method. In the statement of financial position, the 
acquiree’s identifiable assets, liabilities and contingent 
liabilities are initially recognised at their fair values at the 
acquisition date. The results of acquired operations are 
included in the consolidated statement of comprehensive 
income from the date on which control is obtained. They are 
deconsolidated from the date on which control ceases.

 Level 1: Quoted prices in active markets for 
identical items (unadjusted)

 Level 2: Observable direct or indirect inputs other 
than Level 1 inputs

 Level 3: Unobservable inputs (i.e. not derived from 
market data).

Business combinations
The financial information incorporates the results of 
business combinations using the purchase method. In the 
statement of changes in equity, the acquirer’s identifiable 
assets, liabilities and contingent liabilities are initially 
recognised at their fair values at the acquisition date. The 
results of acquired operations are included in the Group 

22

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
Statement of accounting policies

statement of comprehensive income from the date on 
which control is obtained. The assets acquired have been 
valued at their fair value. Any excess of consideration 
paid over the fair value of the net assets acquired is 
allocated to the mining asset. Any excess fair value over the 
consideration paid is considered to be negative goodwill 
and is immediately recorded within the income statement.

Where business combinations are discontinued, whether by 
closure or disposal to third parties, any resultant gain or loss 
on the discontinued operation is identified separately and 
dealt with in the Group’s consolidated income statement as 
a separate item.

Employee Benefit Trust (“EBT”)
The Company has established an Employee Benefit Trust. 
The assets and liabilities of this trust comprise shares 
in the Company and loan balances due to the Company. 
The Company includes the EBT within its accounts and 
therefore recognises an EBT reserve in respect of the 
amounts loaned to the EBT and used to purchase shares 
in the Company.  Any cash received by the EBT on disposal 
of the shares it holds will be recognised directly in equity. 
Any shares held by the EBT are treated as cancelled for the 
purposes of calculating earnings per share.

Financial assets
The Group’s financial assets consist of cash and cash 
equivalents, other receivables and available for sale 
investments. The Group’s accounting policy for each 
category of financial asset is as follows:

Loans and receivables

These assets are non-derivative financial assets with 
fixed or determinable payments that are not quoted in an 
active market. They are initially recognised at fair value 
plus transaction costs that are directly attributable to 
their acquisition or issue, and are subsequently carried at 
amortised cost using the effective interest rate method, less 
provision for impairment.

Impairment provisions are recognised when there is 
objective evidence (such as significant financial difficulties 
on the part of the counterparty or default or significant 
delay in payment) that the Group will be unable to collect 
all of the amounts due under the terms receivable, the 
amount of such a provision being the difference between 
the net carrying amount and the present value of the 
future expected cash flows associated with the impaired 
receivable. For receivables, which are reported net, such 
provisions are recorded in a separate allowance account 

with the loss being recognised within administrative 
expenses in the statement of comprehensive income. On 
confirmation that the receivable will not be collectable, the 
gross carrying value of the asset is written off against the 
associated provision.

The Group’s loans and receivables comprise other 
receivables and cash and cash equivalents in the statement 
of financial position.

Cash and cash equivalents

Comprises cash on hand and balances with banks. Cash 
equivalents are short term, highly liquid accounts that are 
readily converted to known amounts of cash. They include 
short term bank deposits and short term investments.

Any cash or bank balances that are subject to any restrictive 
conditions, such as cash held in escrow pending the 
conclusion of conditions precedent to completion of a 
contract, are disclosed separately as “Restricted cash”.

There is no significant difference between the carrying 
value and fair value of receivables.

Available for sale

Non-derivative financial assets not included in the 
categories above are classified as available-for-sale and 
comprise the Group’s strategic investments in entities not 
qualifying as subsidiaries, associates or jointly controlled 
entities. They are carried at fair value with changes in fair 
value recognised directly in equity. Where a decline in the 
fair value of an available-for-sale financial asset constitutes 
evidence of impairment, for example if the decline is 
significant or prolonged, the amount of the loss is removed 
from equity and recognised in the profit or loss for the year. 

Financial liabilities
The Group’s financial liabilities consist of trade and other 
payables (including short term loans) and long term secured 
borrowings. These are initially recognised at fair value and 
subsequently carried at amortised cost, using the effective 
interest method. Where any liability carries a right to 
convertibility into shares in the Group, the fair value of the 
equity and liability portions of the liability is determined at 
the date that the convertible instrument is issued, by use of 
appropriate discount factors.

Foreign currency
The functional currency of the Company and all of its 
subsidiaries is the United States Dollar, which is the 
currency of the primary economic environment in which the 
Company and all of its subsidiaries operate.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

23

Statement of accounting policies

Transactions entered into by the Group entities in a 
currency other than the currency of the primary economic 
environment in which it operates (the “functional currency”) 
are recorded at the rates ruling when the transactions 
occur. Foreign currency monetary assets and liabilities are 
translated at the rates ruling at the date of the statement 
of financial position.  Exchange differences arising on the 
retranslation of unsettled monetary assets and liabilities 
are similarly recognised immediately in profit or loss, except 
for foreign currency borrowings qualifying as a hedge of a 
net investment in a foreign operation.

The exchange rates applied at each reporting date were as 
follows:

•  31 March 2015 

$1.4836:£1

•  31 March 2014 

$1.6642:£1

•  31 March 2013 

$1.5209:£1

Goodwill
Goodwill represents the excess of the cost of a business 
combination over the total acquisition date fair value of 
the identifiable assets, liabilities and contingent liabilities 
acquired. Cost comprises the fair value of assets given, 
liabilities assumed and equity instruments issued, plus 
the amount of any non-controlling interests in the 
acquiree plus, if the business combination is achieved in 
stages, the fair value of the existing equity interest in the 
acquiree. Contingent consideration is included in cost at 
its acquisition date fair value and, in the case of contingent 
consideration classified as a financial liability, re-measured 
subsequently through profit or loss. Any direct costs of 
acquisition are recognised immediately as an expense.

Goodwill is capitalised as an intangible asset with any 
impairment in carrying value being charged to the 
consolidated statement of comprehensive income. 

Where the fair value of identifiable assets, liabilities and 
contingent liabilities exceed the fair value of consideration 
paid, the excess is credited in full to the consolidated 
statement of comprehensive income on the acquisition 
date.

Intangible assets

Deferred development and exploration costs

Once a licence has been obtained, all costs associated 
with mining property development and investment 
are capitalised on a project-by-project basis pending 
determination of the feasibility of the project. Costs 
incurred include appropriate technical and administrative 
expenses but not general overheads. If a mining property 

development project is successful, the related expenditures 
are amortised over the estimated life of the commercial ore 
reserves on a unit of production basis. Where a licence is 
relinquished, a project is abandoned, or is considered to be 
of no further commercial value to the Group, the related 
costs are written off.

Unevaluated mining properties are assessed at each 
year end and where there are indications of impairment 
these costs are written off to the income statement. The 
recoverability of deferred mining property costs and 
interests is dependent upon the discovery of economically 
recoverable reserves, the ability of the Group to obtain 
necessary financing to complete the development of 
reserves and future profitable production or proceeds from 
the disposition of recoverable reserves.

If commercial reserves are developed, the related deferred 
development and exploration costs are then reclassified 
as development and production assets within property, 
plant and equipment. Prior to any such reclassification 
costs are assessed for any potential impairment. Following 
re-classification as a development and production asset, the 
cost of these assets is then dealt with in accordance with 
the Group’s policy for proved mining properties (see note 
on property, plant and equipment, below).

Mining options

Mineral rights are recorded at cost less amortisation and 
provision for diminution in value. Amortisation will be over 
the estimated life of the commercial ore reserves on a unit 
of production basis.

Licences for the exploration of natural resources will be 
amortised over the lower of the life of the licence and the 
estimated life of the commercial ore reserves on a unit of 
production basis.

Inventories
Inventories are initially recognised at cost, and 
subsequently at the lower of cost and net realisable value. 
Cost comprises all costs of purchase, costs of conversion 
and other costs incurred in bringing the inventories to their 
present location and condition. Weighted average cost is 
used to determine the cost of ordinarily inter-changeable 
items.

Investment in subsidiaries
The Company’s investment in its subsidiaries is recorded at 
cost less any impairment. 

24

VAST RESOURCES PLC

Statement of accounting policies

Leased assets
Where assets are financed by leasing agreements that do 
not give rights approximating ownership, these are treated 
as operating leases. The annual rentals are charged to profit 
or loss on a straight line basis over the term of the lease.

Non-controlling interests
For business combinations completed on or after 1 January 
2010 the Group has the choice, on a transaction by 
transaction basis, to initially recognise any non-controlling 
interest in the acquiree which is a present ownership 
interest and entitles its holders to a proportionate share of 
the entity’s net assets in the event of liquidation at either 
acquisition date fair value or, at the present ownership 
instruments’ proportionate share in the recognised 
amounts of the acquiree’s identifiable net assets. Other 
components of non-controlling interest such as outstanding 
share options are generally measured at fair value. 

The total comprehensive income of non-wholly owned 
subsidiaries is attributed to owners of the parent and to 
the non-controlling interests in proportion to their relative 
ownership interests.

Pension costs
Contributions to defined contribution pension schemes are 
charged to profit or loss in the year to which they relate.

Property, plant and equipment
Land is not depreciated. Items of property, plant and 
equipment are initially recognised at cost and are 
subsequently carried at depreciated cost. As well as the 
purchase price, cost includes directly attributable costs 
and the estimated present value of any future costs of 
dismantling and removing items. The corresponding liability 
is recognised within provisions.

Depreciation is provided on all other items of property and 
equipment so as to write off the carrying value of items 
over their expected useful economic lives. It is applied at the 
following rates:

Buildings 

–  2.5% per annum, straight line

Plant and machinery 

–   25% per annum, straight line

Fixtures, fittings   
& equipment  

–   25% per annum, straight line

Computer assets  

–   33% per annum, straight line

Motor vehicles  

–   20% per annum, straight line

Proved mining properties

Depletion and amortisation of the full-cost pools is 
computed using the units-of-production method based on 
proved reserves as determined annually by management.

Capital works in progress

Property, plant and equipment under construction are 
carried at its accumulated cost of construction and not 
depreciated until such time as construction is completed or 
the asset put into use, whichever is the earlier.

Provision for abandonment costs
Provision for abandonment costs are recognised when 
an obligation for restoration arises which is usually at 
the commencement of mining. The amount recognised 
is the present value of the estimated future expenditure 
determined in accordance with local conditions and 
requirements. The present value is calculated by 
discounting the future cash flows at a pre-tax rate that 
reflects current market assessments of the time value of 
money at that time. A corresponding property, plant and 
equipment asset of an amount equivalent to the provision is 
also created. This is subsequently depreciated as part of the 
capital costs of production. Any change in the present value 
of the estimated expenditure is reflected as an adjustment 
to the provision and the property, plant and equipment 
assets. As at the reporting date the Group had no such 
provision.

Share based payments

Equity-settled share based payments

Where share options are awarded to employees, the fair 
value of the options at the date of grant is charged to 
profit or loss over the vesting period. Non-market vesting 
conditions are taken into account by adjusting the number 
of equity instruments expected to vest at each reporting 
date so that, ultimately, the cumulative amount recognised 
over the vesting period is based on the number of options 
that eventually vest. Market vesting conditions are factored 
into the fair value of the options granted. As long as all 
other vesting conditions are satisfied, a charge is made 
irrespective of whether the market vesting conditions are 
satisfied. The cumulative expense is not adjusted for failure 
to achieve a market vesting condition.

Where the terms and conditions of options are modified 
before they vest, the increase in the fair value of the 
options, measured immediately before and after the 
modification, is also charged to profit or loss over the 
remaining vesting period.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

25

Recognition of deferred tax assets is restricted to those 
instances where it is probable that taxable profit will be 
available against which the difference can be utilised.

The amount of the asset or liability is determined using tax 
rates that have been enacted or substantively enacted by 
the reporting date and are expected to apply when deferred 
tax liabilities/(assets) are settled/(recovered). Deferred tax 
balances are not discounted.

Statement of accounting policies

Where equity instruments are granted to persons other 
than employees, the fair value of goods and services 
received is charged to profit or loss, except where it is in 
respect to costs associated with the issue of shares, in 
which case, it is charged to the share premium account.

Cash-settled share based payments

The Company also has cash-settled share based payments 
arising in respect of the EBT (see below and note 23). A 
liability is recognised in respect of the fair-value of the 
benefit received under the EBT and charged to profit or loss 
over the vesting period. The fair-value is re-measured at 
each reporting date with any changes taken to profit or loss.

Remuneration shares

Where remuneration shares are issued to settle liabilities 
to employees and consultants, any difference between the 
fair value of the shares on the date of issue and the carrying 
amount of the liability is charged to profit or loss. 

Tax
The major components of income tax on the profit or loss 
include current and deferred tax.

Current tax

Current tax is based on the profit or loss adjusted for items 
that are non-assessable or disallowed and is calculated 
using tax rates that have been enacted or substantively 
enacted by the reporting date. 

Tax is charged or credited to the statement of 
comprehensive income, except when the tax relates to 
items credited or charged directly to equity, in which case 
the tax is also dealt with in equity.

Deferred tax

Deferred tax assets and liabilities are recognised where the 
carrying amount of an asset or liability in the balance sheet 
differs to its tax base, except for differences arising on:

• 

• 

• 

 The initial recognition of goodwill;

 The initial recognition of an asset or liability in a 
transaction which is not a business combination 
and at the time of the transaction affects neither 
accounting or taxable profit; and

 Investments in subsidiaries and jointly controlled 
entities where the Group is able to control the 
timing of the reversal of the difference and it is 
probable that the differences will not reverse in the 
foreseeable future.

26

VAST RESOURCES PLC

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 31 March 2015

2  Segmental analysis
The Group operates in one business segment, the development and mining of mineral assets. The Group has interests in 
two geographical segments being Southern Africa (primarily Zimbabwe) and Eastern Europe (primarily Romania).  The 
Group has not generated any revenue to date and therefore no disclosures are provided with respect to revenues.

The Group’s operations are reviewed by the Board (which is considered to be the Chief Operating Decision Maker 
(‘CODM’) and split between exploration and development and administration and corporate costs.  

Exploration and development is reported to the CODM only on the basis of those costs incurred directly on projects. 
All costs incurred on the projects are capitalised in accordance with IFRS 6, including depreciation charges in respect of 
tangible assets used on the projects.  

Administration and corporate costs are further reviewed on the basis of spend across the Group.

Decisions are made about where to allocate cash resources based on the status of each project and according to the 
Group’s strategy to develop the projects.  Each project, if taken into commercial development, has the potential to be a 
separate operating segment.  Operating segments are disclosed below on the basis of the split between exploration and 
development and administration and corporate.  Further information is provided on the non-current intangible assets 
attributable to exploration and development on a project by project basis in note 11. 

Exploration and  
development 

Administration 
and corporate 

2015 

Impairment of intangible assets 
Project evaluation expenses 
Depreciation 
Share option credit 
Interest revenues 
Loss for the year from continuing operations 
Loss for the year from discontinued operations 
Total assets 
Total non-current assets 
Additions to non-current assets 
Total current assets 
Total liabilities 

2014 
Impairment of intangible assets 
Project evaluation expenses 
Depreciation 
Share based payments 
Interest revenues 
Loss for the period 
Total assets 
Total non-current assets 
Additions to non-current assets 
Total current assets 
Total liabilities 

Europe 
$’000 

- 
 130  
 35  
- 
- 
 130  
- 
 13,083  
 13,083  
 2,601  
- 
- 

2,901 
438 
- 
- 
- 
2,848 
11,503 
12,641 
6,883 
- 
- 

Africa 
$’000 

- 
- 
 407  
- 
- 
- 
- 
 15,964  
 15,964  
 458  
- 
- 

3,811 
- 
- 
- 
- 
3,864 
18,524 
17,386 
- 
- 
34 

$’000 

 -    
 -    
 22  
 (25) 
 (3) 
 5,863  
 1,033  
 10,263  
 2,313  
 22  
 7,950  
 5,622  

 -    
 -    
 50  
 173  
 4  
 4,938  
 3,121  
 1,365  
 33  
 1,755  
 537  

There are no non-current assets held in the Company’s country of domicile, being the UK (2014: $nil). 

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

Total  

$’000

 -   
 130 
 465 
 (25)
 (3)
 5,993 
 1,033 
 39,310 
 31,360 
 3,080 
 7,950 
 5,622 

 6,712 
 438 
 50 
 173 
 4 
 11,650 
 33,148 
 31,392 
 6,916 
 1,755 
 572 

27

 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

3  Group loss from operations

Operating loss is stated after charging/(crediting):

Auditors’ remuneration 

Depreciation 

Employee pension costs 

Employee share option (credit)/expense 

Foreign exchange loss/(gain) 

Impairment of intangibles 

Profit on disposal of property, plant and equipment 

4  Auditors’ remuneration

Remuneration receivable by the Company’s auditors or an associate of the  
Company’s auditor for the audit of the Group and subsidiaries 

5  Finance income 

Interest received on bank deposits 

6  Taxation 
There is no tax charge arising for the Group for the year.

The tax assessed for the year is lower than the standard rate of corporation  
tax in the UK. The differences are explained:

Loss before taxation  

Loss before taxation at the standard rate of corporation tax in the UK  
of 21% (2014: 23%) 

Expenses disallowed for tax  

Difference in tax rates in local jurisdiction 

Loss carried forward 

Tax charge for the year 

Factors that may affect future tax charges:

Tax losses 

Accumulated tax losses 

2015 
Group 
$’000 

111 

465 

42 

(25) 

217 

- 

(120) 

111 

3 

2015 
Group 
$’000 

6,836 

1,436 

9 

458 

(1,903) 

- 

2014 
Group 
 $’000

125

50

19

173

(55)

6,712

(52)

84

4

2014 
Group 
 $’000

11,650

2,680

34

241

(2,995)

-

2015 
Group 
$’000 

21,342 

2014 
Group 
$’000 

19,383 

2015 
Company 
$’000 

2014 
Company 
$’000

9,478 

8,092

The tax losses are only recoverable against future profits, the timing of which is uncertain and no deferred tax asset for the 
Group or Company has been recognised in respect of these losses.

28

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7  Employees

Staff costs (including Directors) consist of:

Wages and Salaries - management 

Wages and Salaries – other 

Consultancy fees 

Termination fees 

Social Security costs 

Healthcare costs 

Pension costs 

 The average number of employees (including Directors) during the year was as follows:

Management 

Other operations 

8  Directors’ remuneration

Directors’ emoluments 

Company contributions to pension schemes 

Healthcare costs 

Termination payments 

Directors and key management remuneration 

Notes to the financial statements

2015 
Group 
$’000 

517  

764 

1,281 

894 

- 

14 

- 

42 

2014 
Group 
 $’000

1,589

1,482

3,071

966

340

24

8

19

2,231 

4,428

2015 

9 

57 

66 

2014

14

100

114

Group and 
Company 
2015 
$’000 

562 

3 

- 

- 

565 

Group and 
Company 
2014 
 $’000

919

19

4

340

1,282

The Directors are considered to be the key management of the Group and Company.

One Director (2014: one) accrued benefits under a defined contribution pension scheme during the year. Four of the 
Directors at the end of the period have share options receivable under long term incentive schemes. The highest paid 
Director received an amount of $187,500 (2014: $302,972).

Included within the above remuneration are amounts accrued at 31 March 2015, please refer to the Directors Report for 
full detail.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

29

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

9  Loss per share
Loss per Ordinary Share has been calculated using the weighted average 
 number of Ordinary Shares in issue during the relevant financial year  
and excludes shares issued to the Employees Benefit Trust.

The weighted average number of Ordinary Shares in issue for the year is 

884,682,217 

785,537,664 

2015 
Group 

2014 
Group

Losses for the Group for the year are:               

Loss per share - basic and diluted: 

– In respect of discontinued operations: 

– In respect of continuing operations: 

$’000 

(6,854) 

(0.77c) 

(0.09c) 

(0.68c) 

$’000

(11,650)

(1.48c)

(0.03c)

(1.45c)

The effect of all potentially dilutive share options is anti-dilutive. Details of the share options which may dilute the loss per 
share are disclosed in note 23 in the financial statements.

10  Loss for the financial year
The Company has adopted the exemption allowed under Section 408(1b) of the Companies Act 2006 and has not 
presented its own income statement in these financial statements. The Group loss for the year includes a loss after 
taxation of $6.039 million (2014: $11.699 million) for the Company, which is dealt with in the financial statements of the 
parent company.

11 

Intangible assets 

Group 

Cost and net book value at 31 March 2014 

Reclassification of deferred costs 

Discontinued operations 

Transfer to property, plant and equipment 

Additions during the year 

Cost and net book value at 31 March 2015 

Cost and net book value at 31 March 2013 

Additions during the year 

Amount provided for impairment 

Cost and net book value at 31 March 2014 

Deferred 
exploration 
costs 

$’000 

 24,410  

(95) 

(1,132) 

(15,654) 

65 

7,592 

 24,245  

 6,581  

 (6,416) 

 24,410  

Licence 
acquisition 
costs and 
mining options 
$’000 

 4,300  

- 

- 

(3,153) 

- 

1,147 

 4,596  

 -    

 (296) 

 4,300  

Total 

$’000

 28,710 

(95)

(1,132)

(18,807)

65

8,739

 28,841 

 6,581 

 (6,712)

 28,710 

30

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred 
exploration 
costs 

$’000 

 1,191  

(1,071) 

65 

185 

 2,209  

 145  

 (1,163) 

 1,191  

Company 

Cost and net book value at 31 March 2014 

Transfer to subsidiary 

Additions during the year 

Cost and net book value at 31 March 2015 

Cost and net book value at 31 March 2013 

Additions during the year 

Amount provided for impairment 

Cost and net book value at 31 March 2014 

Includes depreciation as per note 12

Intangible assets by project

Gold
Blue Rock 
Pickstone-Peerless Gold Mine/Giant Gold Mine (transferred to mining assets) 

Phosphates
Chishanya 
Copper 
Kalengwa/Kasempa 

Rare earths
Nkombwe Hill 

11.1 

Impairment on assets by project

Gold
Pickstone-Peerless Gold Mine– dumps only 
Pickstone-Peerless Gold Mine/Giant Gold Mine 

Diamonds
Diamond Regional 
Marange 

Copper
Kalengwa/Kasempa 

Polymetallic
Baita Plai Polymetallic Mine 

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

Notes to the financial statements

Licence 
acquisition 
costs and 
mining options 
$’000 

 389  

(389) 

- 

- 

 685  

 -    

 (296) 

 389  

2015 
Group 
$’000 

8,083 
- 

542 

- 

114 

8,739 

2015 
Group 
$’000 

- 
- 

- 
- 

- 

- 

- 

Total 

$’000

 1,580 

(1,460)

65

185

 2,894 

 145 

 (1,459)

 1,580 

2014 
Group 
$’000

8,083
19,532

542 

479

74

28,710

2014 
Group 
$’000

1,123
-

3,294
1,411

242

642

6,712

31

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

11.2  Project evaluation expenses

Romania - Remin 

2015 
Group 
$’000 

130 

2014 
Group 
$’000

438

12  Property, plant and equipment 
Plant and  
machinery	 fittings	and	
and aircraft  equipment 
$’000 

    $’000 

Group 

Fixtures  Computer  
assets	

Motor 
vehicles	

Buildings 

Mining 
assets	

$’000 

$’000 

$’000 

$’000 

Cost at 31 March 2014 

 2,718  

 141  

 216  

 419  

 1,490  

Additions during the year 

- 

Acquired through business combination  481 

Transferred from intangibles 

Disposals during the year 

Cost at 31 March 2015 

- 

(706) 

2,493 

1 

2 

- 

(39) 

105 

- 

1 

- 

(3) 

214 

Capital 
work	in 
progress 
$’000 

Total 

$’000

- 

 4,984 

392 

- 

- 

- 

393

2,622

18,807

(2,331)

- 

- 

- 

- 

2,121 

- 

17 

- 

- 

18,807 

(165) 

(1,418) 

- 

271 

2,193 

18,807 

392 

24,475

Depreciation at 31 March 2014 

 1,489  

 124  

 186  

 419  

Charge for the year 

Disposals during the year 

432 

(626) 

Depreciation at 31 March 2015 

1,296 

Net book value at 31 March 2015 

1,197 

10 

(33) 

101 

4 

15 

(1) 

200 

14 

- 

(166) 

253 

 83  

8 

(87) 

4 

- 

- 

- 

- 

- 

- 

- 

- 

 2,301 

465

(912)

1,854

18 

2,189 

18,807 

392 

22,621

Cost at 31 March 2013 

 2,418  

 138  

 184  

 643  

 1,490  

Additions during the period 

Disposals during the period 

 300  

 -    

 3  

 -    

 32  

 -    

 -    

 (224) 

 -    

 -    

Cost at 31 March 2014 

 2,718  

 141  

 216  

 419  

 1,490  

Depreciation at 31 March 2013 

 1,003  

 110  

 173  

 601  

Charge for the year 

 486  

 14  

 13  

 42  

Disposals during the year 

 -    

 -    

 -    

 (224) 

Depreciation at 31 March 2014 

 1,489  

 124  

 186  

 419  

 58  

 25  

 -    

 83  

Net book value at 31 March 2014 

 1,229  

Net book value at 31 March 2013 

1,415 

 17  

28 

 30  

11 

 -    

 1,407  

42 

1,432 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

 4,873 

 335 

 (224)

 4,984 

 1,945 

 580 

 (224)

 2,301 

 2,683 

2,928

The depreciation on assets utilised directly for exploration activities is capitalised as deferred exploration costs amounting to 
$nil (2014: $530,074). Depreciation in respect of all other assets is charged to administrative expenses in the statement of 
comprehensive income amounting to $464,867 (2014: $50,037).

32

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
	
	
 
 
 
 
 
Notes to the financial statements

Motor 
vehicles	

Buildings 

Total 

Fixtures  Computer  
assets	

Plant and  
machinery	 fittings	and	
equipment 
and aircraft 
$’000 
    $’000 

$’000 

$’000 

$’000 

$’000

 323  

 19  

 89  

 11  

 1,400  

 1,842 

12  Property, plant and equipment 

Company 

Cost at 31 March 2014 

Additions during the year 

Disposals during the year 

Cost at 31 March 2015 

Depreciation at 31 March 2014 

Charge for the year 

Disposals during the year 

Depreciation at 31 March 2015 

Net book value at 31 March 2015 

- 

(126) 

197 

 205  

26 

(99) 

132 

65 

- 

- 

19 

 19  

- 

- 

19 

- 

Cost at 31 March 2013 

 323  

 19  

Additions during the period 

Disposals during the period 

Cost at 31 March 2014 

Depreciation at 31 March 2013 

Charge for the year 

Disposals during the year 

Depreciation at 31 March 2014 

Net book value at 31 March 2014 

Net book value at 31 March 2013 

 -    

 -    

 323  

 164  

 41  

 -    

 205  

 118  

159 

 -    

 -    

 19  

 19  

 -    

 -    

 19  

 -    

- 

- 

- 

89 

 71  

8 

- 

79 

10 

 66  

 23  

 -    

 89  

 65  

 6  

 -    

 71  

 18  

1 

- 

- 

-

(11) 

(1,400) 

(1,537)

- 

 11  

- 

- 

 81  

6 

305

 387 

40

(11) 

(87) 

(197)

- 

- 

- 

- 

230  

75  

 11  

 1,400  

 1,819 

 -    

 -    

 -    

 -    

 23 

 -   

 11  

 1,400  

 1,842 

 11  

 -    

 -    

 58  

 23  

 -    

 317 

 70 

 -   

 11  

 81  

 387 

 -    

 1,319  

 1,455 

- 

1,342 

1,502

The depreciation on assets utilised directly for exploration activities is capitalised as deferred exploration costs amounting 
to $26,938 (2014:$41,572). Depreciation in respect of all other assets is charged to administrative expenses in the 
statement of comprehensive income amounting to $13,483 (2014: $28,154).

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

33

 
	
	
 
 
 
 
 
 
Notes to the financial statements

13 

Investment in subsidiaries

Cost at the beginning and end of the year 

2015 
Company 
$’000 

2014 
Company 
$’000

218 

218

The principal subsidiaries of Vast Resources plc, all of which are included in these consolidated Annual Financial 
Statements, are as follows:

Company 

Country of 
registration 

Class 

Proportion  Nature 
Proportion 
held by 
held by 
Group 2015  Group 2014  business

of 

African Consolidated Resources PTC Limited i 

BVI 

-% 

-% 

Nominee company

African Consolidated Resources SRL 

Romania 

Ordinary 

100% 

100% 

African Consolidated Resources (Zambia) Limited ii& v  Zambia 

Ordinary 

nil 

100% 

Canape Investments (Private) Limited 

Zimbabwe 

Ordinary 

100% 

100% 

Dallaglio Investments (Private) Limited iii 

Zimbabwe 

Ordinary 

50% 

100% 

Fisherman Mining Limited 

Zambia 

Ordinary 

100% 

100% 

Mining exploration  
and development

Mining exploration  
and development

Mining exploration  
and development

Mining exploration  
and development

Mining exploration  
and development

Millwall International Investments Limited 

BVI 

Ordinary 

100% 

100% 

Holding company

Mineral Mining SA iv 

Romania 

Ordinary 

80% 

nil 

Moorestown Limited 

BVI 

Ordinary 

100% 

100% 

Mining exploration  
and development

Mining exploration  
and development

The above table shows the principal subsidiaries of the Company. A full list of all group subsidiaries is given in Note 30, at the end of this 
report.

i     Previously ‘Touzel Holdings Limited’.  The Company has effective control of this entity. The voting rights are equal to the proportion of 

the shares held.

ii    In March 2015 the Company concluded an agreement whereby it disposed of the whole of its interest in African Consolidated 

Resources (Zambia) Limited while retaining full ownership of the Nkombwe Hills rare earth project, through continued ownership of 
Fisherman Mining Limited, subject to an earn-in agreement with the purchaser whereby the purchaser will acquire up to 65% interest 
in this project over the next three years provided that a stipulated monetary amount is expended by way of development of the project. 
The proceeds from the sale of the company was $100,000 plus a further $1,000,000 conditional on the purchaser obtaining full 
unfettered access to the Kalengwa Mine property. 

iii   In November 2014 the Company, through its principal subsidiary in Zimbabwe, entered into an investment agreement with a local 
company, Grayfox Investments (Private) Limited, by which funding was provided to enable the Pictstone-Peerless Gold Mine to be 
put into production. In terms of this agreement, the investor acquired a 50% interest in Dallaglio Investments (Private) Limited, the 
Zimbabwean subsidiary which is the holding company for Breckridge Investments (Private) Limited, the operating subsidiary which 
owns the mining rights to the project.

iv   In March 2015 the Company acquired an 80% shareholding in Mineral Mining SA which owns the Baita Plai Polymetallic Mine in 

Romania.  See also note 15 for more detail of this transaction.

34

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
v 

Discontinued operations 

Cash consideration received 

Total consideration received 

Cash disposed of 

Net	cash	inflow	on	disposal	of	discontinued	operation	

Net assets disposed (other than cash):

Property, plant and equipment 

Intangibles 

Pre- and post-tax loss on disposal of discontinued operation 

Earnings per share from discontinued operations

Basic earnings/(loss) per share 

Statement	of	cash	flows

The statement of cash flows includes the following amounts  
relating to discontinued operations:

- Operating activities 

- Investing activities 

- Financing activities 

Net cash from discontinued operations 

14  Loan to Group Companies

Loans to Group Companies 

Notes to the financial statements

2015 
$’000 

100 

100 

- 

100	

(1) 

(1,132) 

(1,033) 

2014 
$’000

-

-

-

-

-

-

-

(0.00)cents 

(0.03)cents

438 

(447) 

- 

(9) 

-

-

-

-

2015 
Company 
$’000 

2014 
Company 
$’000

29,256 

29,300

Loans to Group companies are repayable on demand, subject to relevant exchange control approvals being obtained.  
The treatment of this balance as non-current reflects the Company’s expectation of the timing of receipt.

15  Business combinations during the year
On 23 March 2015 the Group exercised an option to acquire 80% of the voting equity instruments of Mineral Mining 
SA (MMSA), a Romanian company which is in administration and whose principal activity is ownership of the Baita Plai 
Polymetallic Mine (BPPM). The principal reason for this acquisition was to reopen and operate BPPM.

MMSA is subject to insolvency proceedings and as a result of these proceedings the mining licence was transferred to a 
state company, Baita SA, through a protocol dated 6 August 2013 (the Protocol). Under the Protocol it was provided that 
a sub-licence on BPPM be granted back to MMSA if MMSA was not declared as dissolved and bankrupt and could produce 
proof of its financial position to demonstrate resources for the continuation of mining.

Under specific provisions of Romanian insolvency law MMSA has entered a merger agreement (the Merger) with the 
Company’s Romanian subsidiary, African Consolidated Resources srl (AFCR SRL) under which all the assets and liabilities 
of MMSA will be fused by absorption into AFCR SRL, the bankruptcy of MMSA will be formally ended, and MMSA will 
cease to exist.  The Merger is irrevocable and requires no further consent from any outside authority, but completion 
remains subject to certain bureaucratic processes.  After completion of the Merger a sub-licence on BPPM should be 
granted to AFCR SRL under the terms of the Protocol, AFCR SRL being a company whose financial resources for the 
continuation of mining can be demonstrated.  

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

35

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

There is a debt due to Baita SA payable on the grant of the sub-licence on BPPM to MMSA or, as a result of the Merger, to 
AFCR SRL.  The precise amount of the debt is disputed but it has been determined by the Judicial Administrator of MMSA 
that it will not exceed RON 2,500,000 (approximately US$ 625,000).  The Group has provided the full amount of RON 
2,500,000 as a payable in the financial statements.  

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and capital reserve arising are 
as follows:

Property, plant and equipment 

Inventories 

Payables 

Net assets 

Fair value of consideration paid - Cash 

Gain on acquisition 

Fair value 
$000’s

2,621

61

(1,244)

1,438

1,269

169

The assets of Mineral Mining SA were revalued by professional valuers in the course of the administration of the company, 
in January 2015.  

The gain resulting from this acquisition arises from the fact that the company is in administration. The gain acquisition has 
been accounted for in the income statement in accordance with IFRS 3.

16 

Inventory    

Material and supplies 

2015 
Group 
$’000 

65 

2014 
Group 
$’000 

1 

2015 
Company 
$’000 

2014 
Company 
$’000

- 

-

 There is no material difference between the replacement cost of stocks and the amount stated above. The amount of 
inventory recognised as an expense during the year was $16,142 (2014: $119,030).

17  Receivables

Other receivables 

Call on subscribed capital in subsidiary 

Prepayments 

VAT 

2015 
Group 
$’000 

634 

2,300 

831 

369 

4,134 

2014 
Group 
$’000 

560 

- 

10 

610 

1,180 

2015 
Company 
$’000 

345 

- 

- 

- 

345 

2014 
Company 
$’000

23

-

-

-

23

The call on subscribed capital in subsidiary represents the balance of the Non-Controlling Interest’s investment in Dallaglio 
Investments (Private) Limited (see note 13). This amount was received in full by 30 June 2015.

All other amounts are due for payment within one year. No receivables are past due or impaired.

36

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

18  Available for sale investments

Fair value at the beginning of the year 

Write off 

Movement in fair value 

2015 
Group 
$’000 

6 

- 

18 

24 

2014 
Group 
$’000 

90 

(22) 

(62) 

6 

Available for sale investments comprise shares in quoted companies.

19  Secured borrowings
Loan to third party 

1,555 

- 

2015 
Company 
$’000 

2014 
Company 
$’000

1 

- 

4 

5 

- 

15

-

(14)

1

-

The loan is secured by a pledge of the Group’s shareholding in the subsidiary company at an interest rate of 12% per 
annum. The loan is repayable in four equal six-monthly amounts, commencing in April 2016 with the final payment being in 
October 2017.

The loan contains a conversion option; therefore in the case of default, the loan will be converted into Vast Shares, 
therefore there is no accounting impact of the conversion option.  The Directors have concluded that the conversion is 
unlikely, based on the Group current cash flow position.

20  Trade and other payables

Trade payables 

Other payables 

Other taxes and social security taxes 

Short term loans 

Accrued expenses 

2015 
Group 
$’000 

1,423 

748 

25 

1,229 

642 

4,067 

2014 
Group 
$’000 

2015 
Company 
$’000 

2014 
Company 
$’000

- 

34 

2 

- 

536 

572 

- 

- 

24 

1,229 

473 

1,726 

-

5

5

-

458

468

Trade payables all relate to amounts payable by Mineral Mining SA (MMSA); of these amounts, $0.95 million falls due 
for payment on the restitution of the MMSA mining licence. The balance is payable by instalments commencing on the 
restitution of the mining licence.

Other payables relate to the balance of the purchase consideration for MMSA, which is payable on the restitution of the 
mining licence.

The short term loan falls due on 30th June 2015 and carries conversion rights. There is no equity apportionment of the 
loan and the full amount of the loan is dealt with as a liability. See further detail in notes 26 and 29.

Otherwise, all amounts fall due for payment within 30 days.

21  Financial instruments – risk management

Significant accounting policies

Details of the significant accounting policies in respect of financial instruments are disclosed in note 1 to the financial 
statements. The Group’s financial instruments comprise available for sale investments (note 18), cash and items arising 
directly from its operations such as other receivables, trade payables and loans.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

37

 
 
 
 
 
 
 
 
Notes to the financial statements

Restricted cash

A cash amount of $636,519 (2014: nil) was, at the reporting date, held in an escrow account for the benefit of Baita SA in 
order to provide proof of ability to pay a debt that would become due to Baita SA following transfer of a mining sub-licence 
to Mineral Mining SA under the terms of the Protocol (see note 15). As at 2 June 2015 the escrow conditions restriction 
governing this cash fell away and the full amount then reverted to the beneficial use of the Group.

Financial risk management

The Board seeks to minimise its exposure to financial risk by reviewing and agreeing policies for managing each financial 
risk and monitoring them on a regular basis. No formal policies have been put in place in order to hedge the Group and 
Company’s activities to the exposure to currency risk or interest risk, however this will be considered periodically by the 
Board. No derivatives or hedges were entered into during the year. 

The Group and Company is exposed through its operations to the following financial risks:

  •   Credit risk

  •   Market risk (includes cash flow interest rate risk and foreign currency risk)

  •   Liquidity risk 

The policy for each of the above risks is described in more detail below.

The principal financial instruments used by the Group, from which financial instruments risk arises are as follow:

  •   Receivables

  •   Cash and cash equivalents

  •   Trade and other payables (excluding other taxes and social security) and loans

  •   Available for sale investments

The table below sets out the carrying value of all financial instruments by category and where applicable shows the 
valuation level used to determine the fair value at each reporting date.  The fair value of all financial assets and financial 
liabilities is not materially different to the book value

Loans and receivables 

Cash and cash equivalents 

Restricted cash 

Receivables 

Loans to Group Companies 

Available for sale financial assets

Available for sale investments (valuation level 1) 

Other liabilities 
Trade and other payables (excl short term loans) 

Loans and borrowings 

Credit risk

2015 
Group 
$ 

3,090 

637 

4,132 

- 

24 

2,838 

2,784 

2014 
Group 
$ 

568 

- 

1,170 

- 

6 

572 

- 

2015 
Company 
$ 

2,330 

- 

345 

2014 
Company 
$

467

-

23

28,019 

29,300

5 

497 

1,226 

1

468

-

Financial assets which potentially subject the Group and the Company to concentrations of credit risk consist principally 
of cash, short term deposits and other receivables. Cash balances are all held at recognised financial institutions. Other 
receivables are presented net of allowances for doubtful receivables.  Other receivables currently form an insignificant 
part of the Group’s and the Company’s business and therefore the credit risks associated with them are also insignificant to 
the Group and the Company as a whole.

38

VAST RESOURCES PLC

 
 
 
 
 
2014 
Maximum 
exposure 
$’000

568

-

1,180

-

467

23

Notes to the financial statements

The Company has a credit risk in respect of inter-company loans to subsidiaries. The recoverability of these balances is 
dependent on the commercial viability of the exploration activities undertaken by the respective subsidiary companies. 
The credit risk of these loans is managed as the Directors constantly monitor and assess the viability and quality of the 
respective subsidiary’s investments in intangible mining assets.

Inter-company loan amounts between the holding company and its Zimbabwean subsidiary Canape Investments, are 
subject to credit risk in so far as the Zimbabwe’s exchange control regulations, which change from time to time, may 
prevent timeous settlement.

Maximum exposure to credit risk
The Group’s maximum exposure to credit risk by category of financial instrument is shown in the table below:

Cash and cash equivalents 

Restricted cash 

Receivables 

Loans and borrowings 

2015 
Carrying 
value 
$’000 

3,090 

637 

4,134 

2,784 

2015 
Maximum 
exposure 
$’000 

3,090 

637 

4,134 

2,784 

2014 
Carrying 
value 
$’000 

568 

- 

1,180 

- 

The Company’s maximum exposure to credit risk by class of financial instrument is shown in the table below :

Cash and cash equivalents 

Receivables 

Loan to Group Companies* 

Loans and borrowings 

2,330 

345 

28,019 

2,784 

2,330 

345 

28,019 

2,784 

*Net of impairment charges on advances to Group companies of $8.5 million (2014: $8.5 million)

467 

23 

29,300 

29,300

- 

-

Market Risk

Cash flow interest rate risk

The Group has adopted a non-speculative policy on managing interest rate risk.  Only approved financial institutions with 
sound capital bases are used to borrow funds and to invest surplus funds in. The Group and the Company had no borrowing 
facilities at either the current year end or previous period end. 

The Group and the Company seeks to obtain a favourable interest rate on its cash balances through the use of bank 
deposits. At year end the Group had a cash balance of $3.727 million (including restricted cash) (2014: $0.568 million) 
which was made up as follows:

Sterling 

United States Dollar 

Euro 

Lei (Romania) 

2015 
Group 
$’000 

287 

2,737 

671 

4 

3,727 

2014 
Group 
$’000

130

416

22

-

568

Included within the above are amounts of £193,128 ($286,531) (2014: £78,226 ($130,184)) and US$2,025,295  
(2014: $335,100) held within fixed and floating rate deposit accounts. Interest rates range between 1% and 2% based  
on bank interest rates.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

39

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

The Group received interest for the year on bank deposits of $2,511 (2014: $4,105).

The effect of a 10% reduction in interest rates during the year would, all other variables held constant, have resulted in 
reduced interest income of $251 (2014: $411). Conversely the effect of a 10% increase in interest rates during the year 
would, on the same basis, have increased interest income by $251 (2014: $411).

At the year end, the Company had a cash balance of $2,330 million (2014: $0.467 million) which was made up as follows:

Sterling 

United States Dollar 

Euro 

2015 
Company 
$’000 

287 

2,025 

18 

2,330 

2014 
Company 
$’000

130

337

-

467

The Group and the Company had interest bearing debts at the current year end of $2,784 million (2014: nil). These are 
made up as follows:

Interest 
rate 

15% 

12% 

2015 
Group 
$’000 

1,229 

1,555 

2,784 

1,284 

750 

750 

Convertible short term loan 

Secured long term loan 

These loans are repayable as follows: 

- Within 1 year 

- Between 1 and 2 years 

- Within 2 years 

Foreign currency risk

2014 
Group 
$’000 

- 

- 

2015 
Company 
$’000 

2014 
Company 
$’000

1,229 

- 

1,229 

-

-

Foreign exchange risk is inherent in the Group’s and the Company’s activities and is accepted as such. The majority of the 
Group’s expenses are denominated in United States Dollars and therefore foreign currency exchange risk arises where any 
balance is held or costs are incurred, in currencies other than the United States Dollars. At 31 March 2015 and 31 March 
2014, the currency exposure of the Group was as follows:

40

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
At 31 March 2015 

Cash and cash equivalents 

Other receivables 

Trade and other payables 

Available for sale investments 

At 31 March 2014 

Cash and cash equivalents 

Other receivables 

Trade and other payables 

Available for sale investments 

Sterling 
$’000 

US Dollar 
$’000 

287 

- 

(249) 

- 

130 

- 

(354) 

- 

2,765 

3,997 

(2,207) 

24 

416 

1,180 

(218) 

6 

Notes to the financial statements

Euro 
$’000 

671 

21 

Other 
Currencies 
$’000 

4 

116 

Total 
$’000

3,727

4,134

- 

- 

21 

- 

- 

- 

(1,611) 

(4,067)

- 

- 

- 

- 

- 

24

568

1,180

(572)

6

The effect of a 10% strengthening of Sterling against the US dollar at the reporting date, all other variables held constant, 
would have resulted in increasing/(decreasing) post tax losses by $3,658 (2014: ($22,400)). Conversely the effect of a 10% 
weakening of Sterling against the US dollar at the reporting date, all other variables held constant, would have resulted in 
decreasing/(increasing) post tax losses by  $3,658 (2014 : ($22,400)).

At 31 March 2015 and 31 March 2014, the currency exposure of the Company was as follows:

Sterling 
$’000 

287 

- 

- 

(247) 

- 

130 

3 

- 

(357) 

- 

US Dollar 
$’000 

2,026 

324 

28,488 

(1,479) 

5 

337 

20 

29,300 

(111) 

1 

Euro 
$’000 

17 

21 

768 

- 

- 

- 

- 

- 

- 

- 

Other 
Currencies 
$’000 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

Total 
$’000

2,330

345

29,256

(1,726)

5

467

23

29,300

(468)

1

At 31 March 2015 

Cash and cash equivalents 

Other receivables 

Loans to Group companies 

Trade and other payables 

Available for sale investments 

At 31 March 2014 

Cash and cash equivalents 

Other receivables 

Loans to Group companies 

Trade and other payables 

Available for sale investments 

Liquidity risk

Any borrowing facilities are negotiated with approved financial institutions at acceptable interest rates. All assets and 
liabilities are at fixed and floating interest rate. The Group and the Company seeks to manage its financial risk to ensure 
that sufficient liquidity is available to meet the foreseeable needs both in the short and long term.  

As set out in note 20 the consolidated trade and other payables balance of $4.1 million (2014: $0.6 million) is all due for 
payment within 45 days of the reporting date, except for $3.4 million (2014: $0.1 million) in respect of the Trade and Other 
payables and the Short term loan. Various measures have been put in place to contain costs including placing staff on half 
salaries, retrenchment of excess staff and cessation of exploration activities to focus on mine development.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

41

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2015 
$’000

2,784

(3,090)

(306)

33,688

(0.9%)

Notes to the financial statements

Capital 

The objective of the Directors is to maximise shareholder returns and minimise risks by keeping a reasonable balance 
between debt and equity. In previous years the Company and Group has minimised risk by being purely equity financed. In 
the current year, the Group has assumed debt risk but has kept the net debt amount minimal. 

The Group’s debt to equity ratio is (0.9%) (2014: 0%), calculated as follows: 

Loans and borrowings 

Less: cash and cash equivalents 

Net debt 

Total equity 

Debt to capital ratio (%) 

22  Share capital

Issued 

As at 31 March 2013 

Issued during the year 

Ordinary 1p 

Ordinary 0.1p 

Deferred 0.9p  Share premium

  Number of  
shares 

Nominal 
value 
$’000 

 845,922,924  

14,004  

4,614,740  

71  

Number of  Nominal  Number of   Nominal 
value 
$’000 

value 
$’000 

shares 

shares 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

$’000

62,751 

      142 

62,893 

3,212 

As at 31 March 2014 

 850,537,664  

14,075  

Issued during the year 

  13,025,000  

205   495,084,663  

755  

Share conversion 

As at 31 March 2015 

 (863,562,664) 

(14,280)  863,562,664  

1,428  863,562,664  

12,852  

-

- 

-   1,358,647,327  

2,183  863,562,664  

12,852  

66,105 

Details of the shares issued during the year are as shown in the table below and in the Statement of Changes of Equity on 
page 16 - 17.

On 30 December 2014 the Company converted each ordinary share of 1p each, into one ordinary share of 0.1p and one 
deferred share of 0.9p each.

The number of shares reserved for issue under share options at 31 March 2015 was 64,563,612 (2014: 33,000,000). 
The number of shares held by the EBT at 31 March 2015 was 32,500,000 (2014: 32,500,000), see note 21 for additional 
details about the EBT.

The deferred shares carry no rights to dividends or to participate in any way in the income or profits of the Company.  They 
may receive a return of capital equal to the amount paid up on each deferred share after the ordinary shares have received 
a return of capital equal to the amount paid up on each ordinary share plus £10,000,000 on each ordinary share, but no 
further right to participate in the assets of the Company.  The Company may, subject to the Statutes, acquire all or any of 
the deferred shares at any time for no consideration.  The deferred shares carry no votes.

The ordinary shares carry all the rights normally attributed to ordinary shares in a company subject to the rights of the 
deferred shares.

As part of the transaction Grayfox, the Group granted an option which allows Grayfox to convert its 50% to 288, 333,333 
shares in Vast. The Directors have considered the value of the Grayfox option and concluded the interest is immaterial.

42

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

Ordinary 1p 

Number of 
shares 

Issue 
price 
(pence) 

Number of 
shares 

Ordinary 0.1p
Issue 
price 
  (pence)

Purpose of issue 

Date of issue 

2014 

24 July 2013 

24 July 2013 

24 July 2013 

2015 

2,848,387 

833,333 

933,020 

4,614,740

2.0 

3.0 

3.5 

2.0 

1.5 

Settle liabilities

Settle liabilities

Settle liabilities

Settle liabilities

Settle liabilities

15 December 2014 

10,025,000 

15 December 2014 

3,000,000 

6 January 2015 

318,418,000 

0.5 

9 February 2015 

149,999,997 

0.6 

 Issued for cash; acquisition of Mineral 
Mining SA and development of other 
opportunities in Romania

 Issued for cash; provision of additional 
funds for opportunities in Romania and for 
general corporate purposes.

10 March 2015 

26,666,666 

0.6 

Settle liabilities

13,025,000 

495,084,663 

23  Share based payments

Equity-settled share based payments

The Company has granted share options and warrants to directors, staff and consultants.  The tables below reconcile the 
opening and closing number of share options and warrants in issue at each reporting date:

Share options 
Exercise 
price 

Outstanding at 
31 March 
2014 

Exercised 
during last 
12 months 

Lapsed 
during last 
12 months 

Granted  Outstanding at 
31 March 
2015 

during last 
12 months 

Final 
exercise  
date

0.5p 

0.5p 

0.5p 

0.6p 

2.0p 

4.0p 

5.0p 

5.0p 

5.0p 

5.0p 

5.0p 

- 

- 

- 

- 

- 

2,000,000 

15,000,000 

5,000,000 

2,500,000 

3,500,000 

- 

10.0p 

5,000,000 

33,000,000 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

8,403,709 

8,403,709  December 2016

10,000,000 

10,000,000 

January 2017

6,659,903 

6,659,903  December 2017

4,500,000 

4,500,000 

February 2017

500,000 

500,000  December 2016

- 

- 

- 

- 

- 

2,000,000 

March 2016

15,000,000 

August 2015

5,000,000  December 2015

2,500,000  December 2015

3,500,000 

August 2015

1,500,000 

1,500,000  December 2015

- 

5,000,000 

August 2015

31,563,612  

64,563,612

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

43

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

Exercise 
price 

Outstanding at 
31 March 
2013 

Exercised 
during last 
12 months 

Lapsed 
during last 
12 months 

Granted  Outstanding at 
31 March 
2014 

during last 
12 months 

Final 
exercise  
date

4.0p 

5.0p 

5.0p 

5.0p 

5.0p 

10.0p 

10.0p 

- 

15,000,000 

8,000,000 

2,500,000 

3,500,000 

25,500,000 

5,000,000 

59,500,000 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

(3,000,000) 

- 

- 

(25,500,000) 

- 

2,000,000 

2,000,000 

March 2016

- 

- 

- 

- 

- 

- 

15,000,000 

August 2015

5,000,000  December 2015

2,500,000  December 2015

3,500,000 

August 2015

- 

March 2015

5,000,000 

August 2015

(28,500,000) 

2,000,000 

33,000,000

Outstanding at the beginning of the year 

Granted during the year 

Lapsed during the year 

Exercised during the year 

Outstanding at the end of the year 

Exercisable at the end of the year 

2015 weighted 
average exercise 
price (pence) 

2015 number 

2014 weighted 
average exercise 
price (pence)

2014 number 

5.7 

0.8 

- 

- 

3.3 

- 

33,000,000 

31,563,612 

- 

- 

64,563,612 

- 

7.6 

4.0 

9.5 

- 

5.7 

- 

59,500,000

2,000,000

(28,500,000)

-

33,000,000

-

The weighted average remaining lives of the share options or warrants outstanding at the end of the period is 15 months 
(2014: 18 months).Of the 64,563,612(2014: 33,000,000) options outstanding at 31 March 2015, nil (2014: 7,000,000) 
are not yet exercisable at 31 March 2015. 

Fair value of share options 

The fair values of share options and warrants granted have been calculated using the Black Scholes pricing model that takes 
into account factors specific to share incentive plans such as the vesting periods of the Plan, the expected dividend yield of 
the Company’s shares and the estimated volatility of those shares.  Based on the above assumptions, the fair values of the 
options granted are estimated to be:

44

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

Share Option 
or 
Warrant Value 

5p  

5p  

5p  

5p  

5p  

10p  

4p 

0.5p  

2p  

0.5p  

0.5p  

0.6p  

0.5p  

Grant 
date 

Oct-13 

Jan-14 

Mar-14 

Mar-14 

Mar-14 

Mar-14 

Apr-14 

Jan-15 

Jan-15 

Jan-15 

Jan-15 

Jan-15 

Jan-15 

Vesting 
periods 

Aug-15 

Dec-15 

Dec-15 

Aug-15 

Dec-15 

Aug-15 

Mar-16 

Dec-15 

Dec-16 

Dec-16 

Jan-17 

Feb-17 

Dec-17 

Share price 
at date 
of grant 

Volatility 

Life 

Dividend 
yield 

Risk free 
interest 
rate

2.75p 

3.5p 

4.88p 

5.12p 

5.12p 

5.12p 

3.38p 

0.68p 

0.68p 

0.68p 

0.68p 

0.68p 

0.68p 

54% 

54% 

54% 

54% 

54% 

54% 

62% 

12% 

12% 

12% 

12% 

12% 

12% 

1.83 years 

1.92 years 

1.75 years 

1.42 years 

1.75 years 

1.42 years 

1.92 years 

0.93 years 

1.93 years 

1.93 years 

1.95 years 

2.04 years 

2.85 years 

nil 

nil 

nil 

nil 

nil 

nil 

nil 

nil 

nil 

nil 

nil 

nil 

nil 

0.23% 

0.29% 

0.38% 

0.38% 

0.38% 

0.38% 

0.38% 

0.63% 

0.63% 

0.63% 

0.63% 

0.63% 

0.63% 

Fair 
value 

0.50p

0.80p

1.68p

1.74p

0.72p

1.84p

2.28p

0.21p

0.00p

0.14p

0.14p

0.06p

0.14p

Volatility has been based on historical share price information.

Based on the above fair values and the Group’s expectations of employee turnover, the expense arising from equity-settled 
share options and warrants made was $25,318 (credit) (2014: $173,211 charge). 

Cash-settled share based payments

The Directors of the Company have set up an Employee Benefit Trust (EBT) in which a number of employees and directors 
are participants.  The EBT holds shares on behalf of each participant until such time as the participant exercises their right 
to require the EBT to sell the shares.  On the sale of the shares the participant receives the appreciation of the value in the 
shares above the market price on the date that the shares were purchased by the EBT, subject to the first 5% in growth in 
the share price, on an annual compound basis, being retained by the EBT.  The participant pays 0.01p per share to acquire 
their rights.  The table below sets out the subscription price and the rights exercisable in respect of the EBT.

The Company funded (directly and indirectly through another subsidiary) an amount of $nil (2014 - $nil) to the EBT in 
order to enable the purchase of shares in the Company.  At the year end, the Company had an outstanding loan to African 
Consolidated Resources (PTC) Limited (under the effective control of Vast Resources plc and trustee of the EBT) of $nil 
(2014: $ nil) and Millwall International Investments Limited had an outstanding loan to the same entity for $217,777 
(2014: $217,777).  As set out in the EBT accounting policy note, the EBT has been included as part of the Company 
financial statements and consolidated as part of the Group financial statements.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

45

 
 
 
 
 
 
 
 
Notes to the financial statements

EBT 

Exercise 
price 

Outstanding at 
31 March 
2014 

Exercised 
during last 
12 months 

Lapsed 
during last 
12 months 

Granted 
during last 
12 months 

Outstanding at 
31 March 
2015 

Date 
exercisable  
from

8.75p 

8.75p 

9.00p 

9.00p 

6.00p 

6,000,000 

6,000,000 

2,500,000 

2,500,000 

15,500,000 

32,500,000 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

6,000,000 

July 2010

6,000,000 

July 2011

2,500,000 

August 2011

2,500,000 

August 2013

15,500,000 

August 2014

32,500,000 

As at 31 March 2015 a total of 32,500,000 of the EBT participation rights were exercisable.

Exercise 
price 

Outstanding at 
31 March 
2013 

Exercised 
during last 
12 months 

Lapsed 
during last 
12 months 

Granted 
during last 
12 months 

Outstanding at 
31 March 
2014 

Date 
exercisable  
from

8.75p 

8.75p 

9.00p 

9.00p 

6.00p 

6,000,000 

6,000,000 

2,500,000 

2,500,000 

15,500,000 

32,500,000 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

- 

6,000,000 

July 2010

6,000,000 

July 2011

2,500,000 

August 2011

2,500,000 

August 2013

15,500,000 

August 2014

32,500,000 

As at 31 March 2014 a total of 24,750,000 of the EBT participation rights were exercisable.

46

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

Fair value of EBT participant rights 

The fair values of the rights granted to participants under the EBT have been calculated using a Monte Carlo valuation 
model.  Based on the assumptions set out in the table below, as well as the limitation on the growth in share price 
attributable to the participants (as set out in the table above) the fair-values are estimated to be:

Rights exercisable from 

July 2010 

July 2011 

August 2011 

August 2012 

August 2014

Grant date 

Validity of grant 

Vesting periods 

Share price at date of grant 

Volatility 

Dividend yield 

Risk free investment rate 

Fair value 

Aug 2009 

Aug 2009 

Oct 2010 

Oct 2010 

Sep 2011

10 years 

10 years 

10 years 

10 years 

10 years

Aug 2009 
- Aug 2011 

- Jul 2010 
Oct 2010 

Aug 2009 
- Aug 2012 

- Jul 2011 
Sep 2011 

Oct 2010 
- Aug 2014

8.75p 

51% 

nil 

0.65% 

nil 

8.75p 

51% 

nil 

0.65% 

nil 

9.00p 

51% 

nil 

0.65% 

nil 

9.00p 

51% 

nil 

0.65% 

nil 

Volatility has been based on historical share price information.

Share options expense 

Share option (credit)/expense 

2015 
Group 
$’000 

(25) 

6.00p

51%

nil

0.65%

nil

2014 
Group 
$’000

173

24  Reserves
Details of the nature and purpose of each reserve within owners’ equity are provided below:

 •    The Share capital denotes the nominal value at 0.1p each of the shares in issue.

 •    The Share premium holds the balance of consideration received net of fund raising costs in excess of the par value of 

the shares.

 •    The share options reserve represents the accumulated balance of share benefit charges recognised in respect of 
share options granted by the Company, less transfers to retained losses in respect of options exercised or lapsed.

 •    The foreign currency translation reserve comprises amounts arising on the translation of the Group and Company 

financial statements from Sterling to United States Dollars, as set out in Note 1, prior to the change in functional 
currency to United States Dollars.  

 •    The available for sale reserve holds the gains/(losses) arising on recognising financial assets classified as available 

for sale at fair value.

 •    The EBT reserve has been recognised in respect of the shares purchased in the Company by the EBT; the reserve 
serves to offset against the increased share capital and share premium arising from the Company effectively 
purchasing its own shares.

 •    The retained deficit reserve represents the cumulative net gains and losses recognised in the Group statement of 

comprehensive income.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

47

  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

25  Non-controlling Interests
Breckridge Investments (Private) Limited is a 50% owned subsidiary of the Company that has material non-controlling 
interests (NCI). 

Mineral Mining SA is an 80% owned subsidiary of the company which also has a non-controlling interest.

Summarised financial information for these two entities, before intra-group eliminations, is presented below together with 
amounts attributable to NCI:

For the year ended 31 March 

Revenue 

Administrative expenses 

Operating loss 

Finance expense 

Loss before tax 

Tax expense 

Loss after tax 

Total comprehensive loss allocated to NCI 

Dividends paid to NCI 

Cash flows from operating activities 

Cash flows from investing activities 

Cash flows from financing activities 

Net cash inflows/(outflows) 

As at 31 March 

Assets: 

Intangible assets 

Property plant and equipment 

Trade and other debtors 

Inventory 

Cash and cash equivalents 

Liabilities: 

Trade and other payables 

Loans and other borrowings 

Accumulated non-controlling interests 

Breckridge 
Investments 
2015 
$000’s 

Mineral 
Mining 
2015 
$000’s 

- 

(525) 

(525) 

(1) 

(526) 

- 

(526) 

263 

- 

(412) 

(1,248) 

1,714 

54 

2015 
$000’s 

18,806 

1,222 

39 

4 

54 

(145) 

(1,764) 

11,140 

- 

129 

129 

- 

129 

- 

129 

(26) 

- 

- 

- 

- 

- 

2015 
$000’s 

- 

2,621 

- 

61 

- 

(1,243) 

- 

(172) 

Total 
NCI 
2015 
$000’s

-

(396)

(396)

(1)

(397)

(397)

237

-

(412)

(1,248)

1,714

54

2015 
$000’s

18,806

3,843

39

65

54

(1,388)

(1,764)

10,968

48

VAST RESOURCES PLC

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes to the financial statements

26  Related party transactions

Company

Directors and key management emoluments are disclosed in note 8.

A short term loan of $1.2 million was provided in June 2014 by a company associated with the Chairman, for working 
capital requirements. This loan bears interest at 15% and is repayable on 30 June 2015. The principal is convertible, at 
the lender’s election, into new ordinary shares of the Company at an issue price of 1.5p or the lowest price at which the 
Company secures new funding prior to the repayment date whichever is the lower.

The loan is included in current liabilities at an amount of $1,229,096. At the date of reporting it had been agreed that the 
conversion rights would be exercised and, subject to the appropriate resolutions being passed by the Company in a general 
meeting, the principal will be repaid by the issue of 154,649,140 shares at a value of 0.5p each.

Group

The non-controlling interest in the Mineral Mining SA acquisition, referred to in note 13, where 20% of the shareholding of 
the subsidiary is held by third parties (the “AP Group”), consist principally of a Director and senior executives of the Group, 
namely:

Roy Tucker                            (Director)       2%

Andrew Prelea                       (Executive)     10%

Michael Kellow                      (Executive)      6%

Senior Romanian management                      2%

In December 2014 the Company entered an option agreement with the AP Group (the “Option Agreement”) which was 
augmented in February 2015 to acquire an 80% interest in MMSA, the AP Group having by February 2015 a contract to 
acquire the whole of the issued share capital of MMSA from former owners.

Under the Option Agreement, should the Option be exercised the Company would be required to pay up to $3.6 million 
partly for contractual sums due to the former owners, partly to retire existing debts of MMSA, and partly towards due 
diligence costs, operational overheads and mine rehabilitation (the “Obligation”).  On exercise of the Option any payments 
by the Company in respect of matters covered by the Obligation made prior to exercise would be treated as a payment on 
account of the Obligation.  The Option was duly exercised on 23 March 2015, as a result of which the Company acquired an 
80% interest in MMSA.

27  Contingent liabilities and capital commitments

Contingent liability - Zimbabwe Indigenisation

The Indigenisation regulations stipulate that all Zimbabwean registered companies, with a net asset value of $500,000 or 
more transfer not less than 51% of their issued shares to indigenous persons within a five year period.  These regulations 
are relevant to Canape Investments (Private) Limited and its subsidiaries which are Group companies registered and 
operating in Zimbabwe.

Following the investment agreement with the partner in the Pickstone-Peerless Gold Mine, these regulations now come 
into effect in respect of Dallaglio Investments (Private) Limited.  The method of implementation of these regulations is 
unresolved, and the Group intends to await government guidance on this issue.  

All other Zimbabwean companies in the Group, principally Canape Investments (Private) Limited but also other claim 
holding subsidiaries, were or are in a net liability position at the reporting date, due to them being financed by loans 
from the holding or other group companies. As such the Directors believe that there is currently no compulsion to effect 
any transfer of shareholding in these subsidiaries to any third party or to enter into any plan to do so. Counsel’s opinion 
supports this view.  

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

49

Notes to the financial statements

The full effect that this legislation might have on the operations of the Group is yet to be quantified and is subject to some 
uncertainty.

Capital commitment – Pickstone-Peerless Gold Mine

At 31 March 2015 the Group, through its Zimbabwean subsidiary Breckridge Investments (Private) Limited, had 
authorised, but not contracted, capital expenditure amounting to $2,771,589 in respect of the Pickstone-Peerless Gold 
Mine. This expenditure will be incurred between the reporting date and the end of September 2015.

28  Litigation

Marange

In 2006 the Group registered several mining claims in Marange under shelf companies. At that time the Group was not 
aware that the shelf companies had not actually been registered.  In Zimbabwe the registration process had started 
but the companies were only registered a short period after the claims were registered in the company names.  After 
the registration of the claims 120,031.87 carats of diamonds were acquired from the claims.  The Zimbabwe Mining 
Commissioner subsequently cancelled the registration of the claims on the instructions of the Minister of Mines.  The 
Group instituted proceedings in the Zimbabwe High Court challenging the cancellations of the registration of the claims.  
The Zimbabwe High Court handed down a judgement declaring that the cancellations were invalid and that the claims were 
legally held by the Group. The High Court also ordered that the diamonds which had been seized from the Group’s offices 
in the Harare should be returned.

The Minister of Mines instructed the Attorney General to note an appeal to the Supreme Court. The appeal was noted but 
the Attorney General renounced agency because he considered that there were no valid grounds of appeal.  The diamonds 
that were seized from the Group were not returned.  They are being held in the vault of the Reserve Bank of Zimbabwe.

The Minister of Mines subsequently wrote to the High Court judge asking him to rescind his judgement on the basis that 
the Group had fraudulently withheld information in order to get a favourable judgement.  Although the Judge had no 
jurisdiction to deal with the matter because it was on appeal to the Supreme Court, he did issue a judgement rescinding 
his earlier judgement.  The Group has appealed against that judgement.  Legal opinion is to the effect that the Rescission 
Judgement is fatally flawed.  The Minister withdrew his appeal to the Supreme Court so if the Supreme Court upholds the 
appeal against the Rescission Judgement the claims will revert to the Group.

In 2010, soon after the issue of the Rescission Judgement, the Attorney General laid criminal charges against the Group 
the allegations being that registration of the claims in the names of the non- registered companies was prejudicial to the 
Ministry of Mines; alternatively the Group was illegally in possession of the diamonds above.  The Group applied to the 
High Court for the charges to be quashed.   More than 2 years later, in May 2013, the Judge handed down his judgement.  
He ruled that he could not quash the charges and that the Group should have applied for a stay of proceedings until the 
appeal had been determined.  The suggested application has since been made to the Attorney General. Legal opinion is 
to the effect that the possibility of conviction on any of the charges is very remote. However the Attorney-General has 
now withdrawn the charges because, instead of the charges being laid against the parent company or any active group 
subsidiary, they were laid against African Consolidated Resources (Private) Limited, a company registered in Zimbabwe, 
which is a shelf company and not a Group company.  It could not have been involved because it had no staff.

Baita Plai Polymetallic Mine licence

As set down more fully elsewhere in this report, during the year the Group acquired an 80% interest in Mineral Mining 
SA (MMSA), a Romanian entity which is in administration and which owns the Baita Plai Polymetallic Mine.  As set out in 
note 15, one of the debts due by MMSA is a disputed amount to a State company, Baita SA.  The precise amount of the 
debt is subject to an outstanding audit but the Judicial Administrator of MMSA has determined that it will not exceed RON 
2,500,000 (approximately US$ 625,000).  Baita SA has lodged an appeal against MMSA and claims that that the debt due 
should be determined as a definite sum of RON 2,500,000.  Counsel to MMSA are of the opinion that the claim by Baita SA 
will fail.

As stated in note 15, the Group has provided the full amount of RON 2,500,000 as a payable in the financial statements.

50

VAST RESOURCES PLC

Notes to the financial statements

29  Events after the reporting date

Repayment of convertible loan

In June 2014 a convertible loan for $1.2 million, secured on the Pickstone-Peerless Gold Mine, was provided from a 
company associated with the Chairman for working capital requirements. This loan was repayable by 30 June 2015 and is 
disclosed in note 20 as a current liability and note 26 as a Related Party Transaction. At the date of reporting it has been 
agreed that this loan will be repaid by the issue of ordinary shares in the company, subject to the appropriate resolutions 
being passed by the Company in a general meeting.

Manaila Polymetallic Mine acquisition

On 7 July 2015 the Group announced that it had concluded an agreement to purchase 50.1% of the issued share capital 
of Sinarom Mining Group SRL, a company which was currently operating the open pit Manaila Polymetallic Mine (MPM) 
subject to certain conditions precedent.  Fulfilment of all conditions precedent was announced on 22 July 2015 and at the 
date of reporting the Group has taken over management of MPM, and completion of the acquisition is only subject to the 
registration of the sale at the Romanian Trade Registry. Due to the proximity of the completion of the transaction to the 
publication of the Group’s results the Directors have not yet determined the accounting treatment for this transaction.

Share Appreciation Scheme

In June 2015 the Company established a Share Appreciation Scheme to incentivise directors and senior executives.  The 
basis of the Scheme is to grant a fixed number of ‘share appreciation rights’ (SARS) to participants.  Each SAR is credited 
rights to receive at the discretion of the Company ordinary shares in the Company or cash to a value of the difference 
in the value of a share at the date of exercise of rights and the value at date of grant.  The SARS are subject to various 
performance conditions.  The aggregate number of SARS awarded was 87,000,000.

Appointment of joint corporate broker

In June 2015 the Company appointed Dowgate Capital Stockbrokers Ltd as joint broker.

Fund raising

In July 2015 the Company raised approximately £1.26 million (approximately $1.96 million) through a placing and a 
subscription at a price of 1.2p per share to further the Company’s opportunities in Romania and for general corporate 
purposes, and in August 2015 raised a further £27,500 (approximately $42,500) for similar purposes.

Exercise of warrants

In August 2015 an adviser to the Company exercised warrants for the allotment of 7,000,000 ordinary shares in the 
Company at an exercise price of 0.5p per shares.

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

51

Notes to the financial statements

30  Group subsidiaries
A full list of subsidiary company is given below:

Company 

Country of 
registration 

Proportion 
held by 
group 

Proportion 
held by 
group

Nature of business 

African Consolidated Resources SRL 

Romania 

African Consolidated Resources (Zambia) Limited 

Zambia 

African Consolidated Resources PTC* 

ACR Nominees Limited 
(change of name to Vast Resources Nominees Ltd  
post reporting date)

BVI 

UK 

2015 

100% 

nil 

nil 

2014 

100% 

100% 

 Mining exploration 
and development

 Mining exploration 
and development

nil 

Nominee company

100% 

100% 

Nominee company 

Breckridge Investments (Private) Limited 

Zimbabwe 

50% 

100% 

Bottompit Mining Limited 

Cadex Investments (Private) Limited 

Canape Investments (Private) Limited 

Zambia 

Zimbabwe 

Zimbabwe 

nil 

100% 

100% 

Conneire Mining (Private) Limited 

Zimbabwe 

100% 

Dallaglio Investments (Private) Limited 

Zimbabwe 

50% 

Dashaloo Investments (Private) Limited 

Exchequer Mining Services (Private) Limited 

Fisherman Mining Limited 

Zimbabwe 

Zimbabwe 

Zambia 

100% 

100% 

100% 

Heavystuff Investment Company (Private) Limited 

Zimbabwe 

100% 

Kleton Investments (Private) Limited 

Lafton Investments (Private) Limited 

Lescaut Investments (Private) Limited 

Zimbabwe 

Zimbabwe 

Zimbabwe 

50% 

50% 

50% 

Lomite Investments (Private) Limited 

Zimbabwe 

100% 

Lotaven Investments (Private) Limited 

Mayback Investments (Private) Limited 

Zimbabwe 

Zimbabwe 

Millwall International Investments Limited 

BVI 

Mineral Mining SA 

Romania 

50% 

50% 

100% 

80% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

nil 

Moorestown Limited 

BVI 

100% 

100% 

Mystical Mining (Private) Limited 

Naxten Investments (Private) Limited 

Nivola Mining (Private) Limited 

Zimbabwe 

Zimbabwe 

100% 

100% 

Zimbabwe 

50% 

Olebile Investments (Private) Limited 

Zimbabwe 

100% 

100% 

100% 

100% 

100% 

 Mining exploration 
and development

Claim holding

Claim holding

 Mining exploration 
and development

Claim holding

 Holding Company 
for Breckridge 
Investments  
(Private) Limited

Claim holding

Claim holding

 Mining exploration 
and development

Claim holding

Claim holding

Claim holding

Claim holding

Claim holding

Claim holding

Claim holding

Holding company

 Mining exploration 
and development

 Mining exploration 
and development

Claim holding

Asset holding

Claim holding

Claim holding

52

VAST RESOURCES PLC

 
 
 
 
 
Notes to the financial statements

Company 

Country of 
registration 

Proportion 
held by 
group 

Proportion 
held by 
group

Nature of business 

Perkinson Investments (Private) Limited 

Zimbabwe 

Possession Investment Services (Private) Limited 

Zimbabwe 

Rabame Investments (Private) Limited 

Sackler Investments (Private) Limited 

Schont Mining Services (Private) Limited 

Turnpike Mines Limited 

Accufin	Investments	(Private)	Limited	

Aeromags (Private) Limited 

Campstar Mining (Private) Limited 

Chabona Mines Limited 

Chaperon Manufacturing (Private) Limited 

Charmed Technical Mining (Private) Limited 

Chianty Mining Services (Private) Limited 

Chileba Mines Limited 

Chiyawa Resources Limited 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zambia 

Zimbabwe	

Zimbabwe 

Zimbabwe 

Zambia 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zambia 

Zambia 

2015 

100% 

100% 

50% 

100% 

100% 

nil 

100%	

100% 

100% 

nil 

100% 

100% 

100% 

nil 

nil 

Corampian  Technical Mining (Private) Limited 

Zimbabwe 

100% 

Cranberry Mining Limited 

Deep Burg Mining Services  (Private) Limited 

Deft Mining Services (Private) Limited 

Elfman Investment Services (Private) Limited 

Febrim Investments (Private) Limited 

Filkins Investment Services (Private) Limited 

Gerry Investment Company (Private) Limited 

Gigli  Investment Services (Private) Limited 

Hemihelp  Investments (Private) Limited 

Isiyala Mining (Private) Limited 

Katanga Mining (Private) Limited 

Kengen Trading (Private) Limited 

Kielty Investments (Private) Limited 

Lucciola Investment Services  (Private) Limited 

Lukulu Mines Limited 

Zambia 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zambia 

nil 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

nil 

Lyndock Investment Company (Private) Limited 

Zimbabwe 

100% 

Mafingi	Mines	Limited	

Maglev Investment Services (Private) Limited 

Malaghan Investments (Private) Limited 

Zambia	

Zimbabwe 

Zimbabwe 

Methven Investment Company (Private) Limited 

Zimbabwe 

nil	

100% 

100% 

100% 

2014 

100% 

100% 

100% 

100% 

100% 

100% 

100%	

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100%	

100% 

100% 

100% 

Claim holding

Claim holding

Claim holding

Claim holding

Claim holding

Claim holding

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

53

 
 
 
 
 
 
 
 
 
Notes to the financial statements

Company 

Country of 
registration 

Proportion 
held by 
group 

Proportion 
held by 
group

Nature of business 

Mimic Mining  (Private) Limited 

Monteiro Investments (Private) Limited 

Nedziwe Mining (Private) Limited 

Nemies Investment Services (Private) Limited 

Notebridge Investments (Private) Limited 

Pickstone-Peerless Mining (Private) Limited 

Prudent Mining (Private) Limited 

Rania Haulage  (Private) Limited 

Re-Energised Investments (Private) Limited 

Regsite Mining Services (Private) Limited 

Riberio Mining Services (Private) Limited 

Sullivan Enterprises (Private) Limited 

Swadini Miners (Private) Limited 

Tamahine Investments (Private) Limited 

The Salon Investments (Private) Limited 

Vono Trading (Private) Limited 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Zimbabwe 

Warkworth Investment Services (Private) Limited 

Zimbabwe 

Wynton Investment Company (Private) Limited 

Zimbabwe 

Zimba Mines Limited 

Zambia 

2015 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

nil 

Zimchew Investments (Private) Limited 

Zimbabwe 

100% 

*The company has effective control of this entity

2014 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

100% 

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

Dormant

54

VAST RESOURCES PLC

 
 
 
 
 
 
COMPANY INFORMATION

Directors

William Lionel Battershill – Chairman

Roy Aubrey Pitchford – Chief Executive Officer

Roy Clifford Tucker – Finance Director

Eric Kevin Diack – Non-Executive Director

Secretary	and	registered	office

Roy Clifford Tucker, FCA

Nettlestead Place 
Nettlestead 
Maidstone 
Kent, ME18 5HA

Country of incorporation 

United Kingdom

Legal form

Public limited company

Website

www.vastresourcesplc.com

Auditors 

BDO LLP 
55 Baker Street 
London W1U 7EU

Financial and Nominated Advisors

Strand Hanson Limited 
26 Mount Row 
Mayfair 
London 
W1K 3SQ

Joint Corporate Brokers 

Daniel Stewart & Company Plc 
Becket House 
36 Old Jewry 
London EC2R 8DD

Dowgate Capital Stockbrokers Limited  
Talisman  House 
Jubilee Walk 
Three Bridges 
Crawley, West Sussex 
RH10 1LQ

Bankers 

Standard Bank Isle of Man Limited 
Standard Bank House 
1 Circular Road 
Douglas 
Isle of Man 
1M1 1SB

Registrars 

Capita Registrars 
The Registry 
34 Beckenham Road 
Beckenham 
Kent 
BR3 4TU

Registered number

05414325

2015 ANNUAL REPORT AND FINANCIAL STATEMENTS

55

56

VAST RESOURCES PLC

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