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242506 Vast Resources R&A pp01 29/09/2016 21:07 Page 1
\ INDEX
OVERVIEW OF THE YEAR ......................................
CHAIRMAN’S REPORT ...........................................
STRATEGIC REPORT ............................................
DIRECTORS’ REPORT ........................................
DIRECTORS‘ RESPONSABILITIES ......................
AUDITORS’ REPORT ......................................
FINANCIAL STATEMENTS ............................
ACCOUNTING POLICIES .............................
NOTES TO STATEMENTS ..........................
COMPANY INFORMATION .....................
2
4
6
12
15
16
18
23
32
65
242506 Vast Resources R&A pp02-pp03 29/09/2016 21:11 Page 2
Overview of the year
Vast Resources plc (“Vast” or the “Company”) transitioned into a mining production
company during the year under review, with commercial production commencing at
two mines, the Manaila Polymetallic Mine in Romania (‘Manaila’) and the
Pickstone-Peerless Gold Mine in Zimbabwe (‘Pickstone-Peerless’).
Financial
•
Maiden revenue of $7.2 million generated with the advent of mining at Manaila and Pickstone-Peerless as
mining production commences
•
•
•
Significant investment made into mining operations to achieve production and improve operational
efficiencies resulting in a loss of $6.9 million from continuing operations (2015: $6.0 million)
Loss of $8.7 million from discontinued operations (2015: $1.0 million) following discontinuance of all
greenfield exploration projects
Cash balance at period end of $0.8 million (2015: $3.7 million)
Post period end:
•
Cash balance of $0.5 million, plus $1.8 million is held in Breckridge Investments (Private) Limited in
Zimbabwe as at 31 August 2016
Operational Development
•
Acquired a 50.1% interest and effective control in Sinarom Mining Group, the operating company of
Manaila, on 22 July 2015
o
Mining operations commenced at Manaila in August 2015, with production output of 1,567 tonnes
of concentrate in period to 31 March 2016
•
•
Construction of processing plant at Pickstone-Peerless in July 2015
o
Gold mining and processing commenced in August 2015; 5,406 Troy Ounces of gold produced in
period to 31 March 2016
Merger of Mineral Mining SA with African Consolidated Resources SRL (Romania) completed in February
2016; final legal obstacles removed in process to re-issue mining sub-licence to Baita Plai Polymetallic Mine
(Baita Plai) by Romanian state mining corporation
Post period end:
•
4,542 Troy Ounces of gold produced at Pickstone-Peerless in first quarter of FY17
•
•
727 tonnes of concentrate produced at Manaila in first quarter of FY17
Significant enhanced JORC Resource declared at Manaila in September 2016
2 VAST RESOURCES
242506 Vast Resources R&A pp02-pp03 29/09/2016 21:11 Page 3
Funding
•
Fundraising share issues during the year:
Date
August 2015
August 2015
Issue proceeds
US$
Sterling
Shares issued
$2,003,839
£1,292,415
107,701,662
$54,840
£35,000
7,000,000
October 2015
$64,380
£42,000
7,500,000
January 2016
$1,813,697
£1,250,000
156,250,000
January 2016
$725,900
£500,000
62,500,000
Issued to
Investors
Warrants
exercised
Warrants
exercised
Crede Capital
Group*
Directors & Senior
Management of
the Company
March 2016
$575,420
£400,000
50,000,000
Investors
* For full details of this arrangement see Note 22
Post period end:
•
Approximately $2.66 million (£1,738,578) raised from issues of 610,027,669 shares to investors through
placings and an open offer to shareholders in July and August 2016
Management
•
Appointment of Graham Briggs as non-executive director on 22 December 2015
•
Post period end appointment of Carl Kindinger as chief financial officer on 26 September 2016
VAST RESOURCES 3
242506 Vast Resources R&A pp04-pp11 29/09/2016 21:08 Page 4
Chairman’s Report
Strategic Highlights
During the financial year ended 31 March 2016 the Company succeeded in commissioning two mines; the
Pickstone-Peerless Gold Mine (‘Pickstone-Peerless’) in Zimbabwe, and the Manaila Polymetallic Mine (‘Manaila’)
in Romania. Our ambition to begin production at a third mine, the Baita Plai Polymetallic Mine in Romania (“Baita
Plai”), has been frustrated by unusual circumstances surrounding the issue of the sub-licence, however it remains
our objective to begin mining at this, our third operation, in the near future.
In Romania, Manaila was acquired in July 2015 and has been in production under Vast’s control since August
2015. Since beginning production, the Vast team has been monitoring performance and recoveries as there
were unexpected issues regarding processing efficiencies and relating to problems associated with separating
the zinc from the copper, despite prior laboratory testing which showed more positive results. A copper
concentrate containing zinc results in penalties, hence lower prices achieved for the copper concentrate sold
and no value for the zinc, which impacted the financial performance of the mine. However, significant progress
has been made post period end; we have upgraded our production facilities in order to separate the copper
and zinc, which will yield full value for both metals. In addition, we have retained the services of two consultancy
companies to implement their proposed solutions following their test work which replicated the original test
work undertaken in Romania. This will make a material difference to the economics of the mine, which we expect
to reach profitability during August and September 2016. Moreover we have just declared a maiden JORC
resource at Manaila which replaces the resource previously reported under the Russian system. The open
pittable ore JORC resource is approximately eight times larger than the previously estimated resources under
the Russian classification, thus securing much enhanced open pit mine life.
As part of our strategy to increase our operational footprint in Romania, we have continued to progress the
grant of the Baita Plai sub-licence. This has been a long and frustrating affair, however the executive team has
assured the Board that we are very close to success. As a consequence, the cost of holding the mine and lack of
expected income stream has undermined our F2016 budget and resulted in the Company having to raise funds
to remain liquid. However, progress was made with the grant of a prospecting licence over the 4.6Mt tailings
dam at Faneata, which is comprised of approximately 40 years of tailings from the high grade Baita Plai mine
located 7km away. This licence constitutes a separate right from the right to mine at Baita Plai itself, offering a
relatively quick, cheap and technically simple route to monetising our interests at this site. A 825m auger drilling
campaign is anticipated to commence at Faneata in the coming months.
In Zimbabwe, Pickstone-Peerless has been delivering outstanding results. We are well ahead of budget, with
both milling tonnages and gold yield above target. There remain numerous opportunities in Zimbabwe, which
we are assessing whilst always being cognisant of the political situation in Zimbabwe, which in isolation, presents
both risk and opportunity. The Giant Gold Mine (‘Giant’), which is located about 50km from Pickstone-Peerless,
remains a target with significant potential value for Vast, in addition to expansion efforts at Pickstone-Peerless
itself, in the form of the development of the high-grade sulphide mineralisation below the oxidised ore on which
mining is currently focussed.
Leadership group
Our CEO, Roy Pitchford, has been focussing his energies largely in Romania, where he relocated during the year.
Roy’s key objective is to secure the grant of the Baita Plai sub-licence, ensure Manaila continues its positive
operational trajectory and meet profit expectations, in addition to the continued evaluation of further value
accretive and complementary opportunities.
Graham Briggs joined the business as a non-executive director on 22 December 2015. Graham, who was
previously the CEO of JSE and NYSE listed Harmony Gold Company Limited, and has extensive experience in
mining. Since his appointment, Graham has made a valued contribution both from an operational and corporate
standpoint.
Eric Diack continues to play a valued role as independent non-exec director and chairman of the audit committee.
4 VAST RESOURCES
242506 Vast Resources R&A pp04-pp11 29/09/2016 21:08 Page 5
Moving forward, the board intends to appoint a full-time COO, to be based in Romania. However we have made
the decision to await the formal grant of the Baita Plai sub-licence, and this, together with the uptick in
performance at Manaila, should deliver a strong financial platform for future expansion.
Regrettably our CFO Pierre Joubert resigned in August 2016. As announced on 26 September 2016, we are
pleased to have now appointed Carl Kindinger as Chief Financial Officer in his stead. Carl is a well-experienced
accountant and importantly has agreed to spend a good deal of time in Romania, where we are short on
high-level administrative and managerial resources.
Roy Tucker will continue to serve on the Board as Finance Director, as well as covering the Company Secretary
role. Roy has indicated he wishes to wind down his involvement in the company once Carl has settled down and
appropriate steps are taken to cover the secretarial role and reposition of the company offices.
Funding
The period has been marked by number of small equity placings with investors and directors/senior management
in addition to the agreement with Crede Capital (‘Crede’) to raise up to £5 million. The deal with Crede was not
received well by shareholders and resulted in a significant drop in share price and high dilution when Crede
opted to cash in their warrants using the Black Scholes valuation method. Subsequent to this, the shareholders
voted against issuing further head room to support further funding by Crede, effectively terminating the
contract.
Looking at our current cash resources and forecast expenditure, currency shortages in Zimbabwe may cause
delays in drawing income from Zimbabwe notwithstanding our official permission to repatriate substantial sums.
However Vast plans to use its profits from Pickstone-Peerless to support the on-going development in
Zimbabwe.
The Group is not yet cash generative; Zimbabwe is currently self-financing and will not require financial support
until the expansion at Pickstone-Peerless is approved; and/or the development of Giant is approved. The
performance of Pickstone-Peerless could facilitate local debt financing if retained cash flow is insufficient and
this is certainly an area which we would explore at the appropriate time.
There is a budgeted cost of approximately $3.0 million (capital expenditure, working capital and contingencies)
to develop Baita Plai on receipt of the sub-licence. Once the sub-licence is granted, the Board will actively explore
opportunities to source the funds required to develop what will be the Group’s third operational mine.
Romanian Medium Term Strategy
Whilst Romania has proved to be challenging, we have learned a great deal about the operating environment
and culture. Vast has proven to the Romanian government we are a capable and committed mining investor
and operator, which we believe will pave the way for new opportunities. We have identified four closed mines
which have interesting ore resources (under the Russian system) and significant infrastructure in place – these
mines are currently owned by the Government of Romania. Discussions have commenced with the authorities
to explore options on how Vast may play a role in resurrecting these mines. We are optimistic these talks will
lead to some interesting prospects for the company.
Shareholding
I would like to thank the shareholders for their on-going support through what has been a challenging year.
Rest assured the Board are doing their utmost to get the business to a cash positive position, from where we
can build long-term value. Further news regarding our progress will be communicated to you during the course
of the year.
William Battershill
Group Chairman
VAST RESOURCES 5
242506 Vast Resources R&A pp04-pp11 29/09/2016 21:08 Page 6
Strategic Report
Principal activities, review of business and future developments
I am delighted to report that the transformation of the Company from a junior exploration company to a junior
mining company is now complete. We now have two mining operations successfully underway and our sights
remain set on expanding our operational footprint and increasing efficiencies, recoveries and financial
performance. With the successful progress of these two initial mines over recent months, the Company has
now moved into positive cash generation at the operating level at current metal prices thus providing a solid
platform for future profitability.
The two mines are Peerless-Pickstone, which continues to return good cash generation and Manaila which is
moving towards efficient steady state production. In line with our strategy to prioritise revenue generative
operations all green field exploration work has ceased with the exception of our farmed-out rare earths interests
at Nkombwa Hill in Zambia. Mine site exploration work continues at Manaila and is due to begin shortly at the
Faneata Tailing Dam, located 7km from the Baita Plai mine.
Our safety record has been very pleasing, without any lost time injuries at either of the mines. Manaila now has
a four-year record without any injuries at the Manaila Open Pit or the Iacobeni Metallurgical Complex.
The cessation of exploration activities has resulted in management reviewing the carrying cost of all former
exploration assets. This resulted in the impairment of the Blue Rock (gold) and the Chishanya (phosphate)
prospects in Zimbabwe, and the Nkombwa Hills rare earths and phosphate project, although our earn-in partner
is still developing this prospect. Future results will therefore not be negatively impacted by the impairment of
exploration assets.
Romania remains the current focus of attention, although expansion at Pickstone-Peerless and the possible
development of Giant Gold Mine (Giant) are also actively being reviewed by the Company and our co-investor
Grayfox Investments (Private) Limited (Grayfox).
While further investment opportunities are available in both Romania and Zimbabwe, the Board’s near term
focus is squarely on increasing efficiencies and achieving profitability at Manaila. An important aspect of this
will be the diversification of our product range. Although to date Manaila has been selling a copper concentrate,
the physical zinc tonnage content is almost the same as the copper tonnage content, and following commission
of the zinc line the zinc concentrate sales are expected to deliver a significant portion of future revenue. In
addition, a third revenue stream from Manaila is achievable through the production of a silver and gold
concentrate. Silver and gold credits currently represent up to 30% of the current revenue from Manaila,
demonstrating the potential for this to represent a considerable source of value once capitalised on.
In tandem with this, we will continue to seek to advance the issue of the sub-licence at Baita Plai, whilst
simultaneously making progress to exploit the Faneata Dam.
The Zambian assets have been sold with the Company retaining a residual minority interest in Nkombwa Hill.
The exploration results at Nkombwa Hill have been encouraging and Vast remains in regular contact with the
earn-in partner in evaluating the way forward for this project.
Improvements at Manaila and the development of Baita Plai in Romania are designed to put the Company in a
cash generative position that will cover the operational and overhead costs relating to Romania and the UK,
while the cash generated at Pickstone Peerless in so far as it is not used to repay our loan to Grayfox will be
retained to fund expansion of Pickstone-Peerless and future development work at Giant.
With regard to management, we are delighted to welcome Carl Kindinger to the Company as Chief Financial
Officer. He has 25 years Board level experience of which the last ten have been in the resource sector with AIM
listed companies. He has proven experience in information systems, cost saving, fund raising and corporate
governance. We are confident that Carl has the requisite skillset to support the Company’s active growth plans
as we look to increase production and profitability at our operational mines.
Significant transactions have been undertaken and are highlighted below.
6 VAST RESOURCES
242506 Vast Resources R&A pp04-pp11 29/09/2016 21:08 Page 7
The Directors consider the Group’s key performance indicators to be:
•
•
•
Production volumes and recovery rates
On-going control of its mining costs and production facilities
The rate of utilisation of the Group’s cash resources. This is discussed further below.
Cash resources
As can be seen from the statement of financial position, cash resources for the Group at 31 March 2016 were
approximately $0.8 million (2015: $3.1 million). During the year, the cash outflows from operations were
$1.8 million (2015: $4.2 million) and from investing activities were $8.0 million (2015: $80,000). 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. During the
year to 31 March 2016, over 80% of all expenditure was spent on directly developing the three mining properties
in Romania and Zimbabwe.
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 and that any capital expenditure
on the assets is closely controlled and monitored. Details of the Group’s spend on capital items in the year are
set out in notes 10 and 11 of the financial statements.
The loss after tax arising from continuing operations during the year was $6.9 million (2015: $6.0 million).
However, over the year the cash absorbed by operations was only $1.8 million as a result of $5.1 million of
non-cash items, principally, depreciation, share option and other share based payment charges and a deferred
tax credit. The loss recognised on discontinued operations did not involve any cash outflow. The Group raised
fresh share capital of $5.2 million and raised loan finance of $2.4 million. Capital expenditure on the
development on mine properties was $8.6 million. The overall reduction in cash available to the Group was
therefore $2.3 million.
A summary of the cash movement in the holding company for the year is as follows:
Opening cash balance
Source of cash
Issue of shares
Funds remitted from Zimbabwe
Total cash available
Utilisation of cash
Manaila Polymetallic Mine (capex and working capital)
Baita Plai Polymetallic Mine (capex & care/maintenance costs)
Romania Overheads
Zimbabwe and Zambia overheads
UK overheads
Legal, audit, NOMAD and other professional fees
Salaries
Other overhead costs
Net interest paid
Total cash utilised
Closing balance
* new share capital raised $5.2 million, but $5.008 million cash physically received during the period.
$’000
2,330
*5,008
472
7,810
(3,048)
(1,001)
(641)
(71)
(660)
(1,468)
(233)
(73)
(7,195)
615
VAST RESOURCES 7
242506 Vast Resources R&A pp04-pp11 29/09/2016 21:08 Page 8
Strategic Report
continued
Projects update
Romania
Manaila continues to improve the quality and quantity of the concentrates it produces. Post year-end, good
progress has been made towards producing separate copper and zinc concentrates. Previously, an excessive
amount of zinc was being recovered in the copper concentrate thereby incurring a penalty, while unrecovered
zinc was being lost in the tailings disposal. As announced on 6 September 2016, zinc now has been successfully
removed from the copper concentrate and the second phase of producing a zinc concentrate is now underway.
The sale of two separate better quality concentrates will enhance revenues. Once the production of the copper
and zinc concentrates has achieved steady state, the recovery of gold and silver not recovered in the copper
and zinc concentrates will be evaluated. If successful this will provide Manaila with a third income stream.
Manaila has, in March 2016, obtained a new prospecting licence which will provide a 20 fold increase in its
prospecting area, and as announced on 26 September 2016 now has a maiden JORC Resource covering the
original mining licence and exploration done on the extension. The JORC open pittable ore resource is 2.60Mt
which replaces the previous Russian system resource of 0.35Mt thus securing a material increase in the open
pit life of the mine.
At Baita Plai the primary objective remains the securing of the association sub-licence from the state mining
company S.C. Baita S.A. All legal and regulatory requirements have been fulfilled by Vast and the Company has
a contractual right to receive the sub-licence. High-level discussions are now in place to resolve the quantum of
the outstanding obligation between S.C. Baita S.A. and the Company’s Romanian subsidiary. The courts have
determined the final amount subject to a technical confirmation currently being completed. Vast remains
confident that the sub-licence will follow in accordance with the contract.
In the interim, expenditure at Baita Plai has been limited to the required care and maintenance requirements
and some capital expenditure to comply with health and safety regulations that permit continued access to the
important areas of the mine such as the pumping stations. Part of the capital expenditure has reduced the
pumping costs at the mine by 50%. Further capital expenditure will be restricted in part until after receipt of
the sub-licence, and in part until after the test work on the processing of the ore has been completed.
The Company is planning to commission a drilling campaign targeting the Faneata Tailings Dam, which is
comprised of approximately 40 years of tailings from the high grade Baita Plai mine. It is anticipated that Faneata
could become a stand-alone mining operation with the application of enhanced processing technologies that
have the ability to enable the economic extraction of the metalliferous content of the tailings.
The experience and knowledge gained at Manaila will be invaluable when reopening Baita Plai. The success of
the test-work undertaken by SGS (UK) and Minxcon at Manaila is likely to see these consultants actively involved
in the reopening process at Baita Plai. The marketing experience of the Manaila concentrates will also be of
value to the marketing of the Baita Plai concentrates.
Zimbabwe
Pickstone-Peerless Gold Mine
The highly experienced management team running this mine have consistently improved its performance since
operations commenced. The mine is now consistently milling circa 20,000 tonnes a month with a grade of
greater than 2 grammes/tonne (g/t) of gold.
Mine plan drilling has enhanced the understanding of the ore body derived from the resource drilling and in
excess of two years mill feed at a grade exceeding 2g/t gold has been identified.
Evaluation of the sulphide ore body and the processing of this expected higher-grade ore has commenced and
will lead to detailed planning and costing of this next phase of development.
The robust gold price gives further encouragement to investing and expanding Pickstone-Peerless.
8 VAST RESOURCES
242506 Vast Resources R&A pp04-pp11 29/09/2016 21:08 Page 9
Giant Gold Mine
Currently there is an inferred resource at Giant of circa 500,000 ozs gold for the mine. Historically, Giant was a
significant producer and like Pickstone-Peerless it is believed that a world-class resource could be delineated at
this mine. Artisanal mining at Giant, like Pickstone-Peerless, indicates significant mineralisation giving further
encouragement to fully evaluate the gold resource potential of this prospect.
Other:
Significant new projects are potentially available in Zimbabwe, but limited efforts have been directed towards
these due to constraints in resources, regarding both financial and personnel.
Zambia
The earn-in partner on Nkombwa Hill, who now holds a 50.6% interest in the prospect, has achieved good
exploration progress. A JORC compliant resource statement will be released soon. Work on the second phase
of the exploration programme is expected to begin shortly. When the earn-in reaches 65%, Vast will be entitled
to retain this level of participation by contributing its share of future development funding for the project.
Fund raising
At the time of reporting, taking into consideration the Group’s existing funds, the receipt of the Baita Plai
sub-licence will trigger the process of restarting the mine requiring the Company to secure approximately
$4 million in additional funding over the period to December 2016. Various funding options, including
conventional debt finance, are being considered.
Impairment of projects
A comprehensive review for impairment on all the projects was undertaken. As the Group has ceased all
greenfield exploration activities, all intangibles previously held have been classified as discontinued operations.
Further details contained in note 10.
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 will require more cash for its near term investment purposes – particularly for the development
of the Baita Plai sub-licence, once it is received – but is confident that it will be able to raise cash from
investors as it is required; $2.66 million (before issue costs) has already been raised from share issues since
the year end. However, this position could be undermined by change of investor appetite, unforeseen
delays, cost overruns or adverse commodity price movements and therefore indicate the existence of a
material uncertainty which may cast significant doubt about the Group’s ability to continue as a going
concern.
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 when 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.
VAST RESOURCES 9
242506 Vast Resources R&A pp04-pp11 29/09/2016 21:08 Page 10
Strategic Report
continued
•
•
•
•
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. These risks exist particularly in Zimbabwe where the Group is affected by that country’s
Indigenisation Regulations which are subject to change and are of uncertain effect. Further information
on the Indigenisation Regulations is given in Note 27.
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.
10 VAST RESOURCES
242506 Vast Resources R&A pp04-pp11 29/09/2016 21:08 Page 11
•
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, international commodity markets, claim holding costs and economic considerations. Further details
are included in Note 10 of the Financial Statements.
Outlook
The period under review has seen significant progress from an operation standpoint, with our team overcoming
several hurdles which places us in a strong position moving forward.
The excellent performance of Pickstone-Peerless is testament to the expertise and hard work of the
management team, often working in difficult conditions. A comprehensive mine plan has been established that
will provide the mill with good grade ore for the next two to three years. Longer term, the resource drilling and
improved knowledge of the ore body, has indicated the strong potential for a robust and financially attractive
mining operation for many years to come.
Exploration at Giant is expected to commence in the coming year and it is hoped this will lead to the delineation
of sufficient resources to enable pre-feasibility study work to commence.
The programme to improve the quality, quantity, and variety of concentrate produced at Manaila has begun to
bear fruit. Separation of copper and zinc into their respective concentrates has been achieved and the mine is
now building up its production volumes of copper and zinc concentrates.
The award of the Baita Plai sub-licence will see the commencement of certain refurbishment work on the mine
and processing plant. The full capital investment to restart the mine will be finalised once the planned test work
has been completed.
The continued good cash generation at Pickstone-Peerless, the steady state production at Manaila, and the
commencement of production at Baita Plai is expected to put the Company into positive cash generation at
current metal prices.
To the management and staff at Pickstone-Peerless, a special vote of thanks for the excellent results achieved
at the mine this year. At Manaila, the resilience and persistence of the staff and management during a particularly
difficult period of implementing new and additional processes to achieve separate copper and zinc concentrates
is also much appreciated. The patience and commitment of the small team of care and maintenance staff at
Baita Plai is appreciated and it is hoped that new members of staff will soon join them when the reopening of
the mine commences.
I am grateful to my fellow directors and senior management at Vast for their continued support and
commitment to the Company. The commitment and support of the co-owners of Pickstone-Peerless, Grayfox,
is also appreciated and a special thank you for their contribution to the success of the mine. The initial successes
achieved by our earn-in partners at Nkombwa Hill is due to their hard work and commitment to the project, for
which Vast is grateful.
On behalf of the Board
Roy A. Pitchford
Group Chief Executive Officer
VAST RESOURCES 11
242506 Vast Resources R&A pp12-pp17 29/09/2016 21:08 Page 12
Report of the Directors
The Directors present their report together with the audited financial statements for the year ended
31 March 2016.
Results and dividends
The Group statement of comprehensive income is set out on page 18 and shows the loss for the year.
The Directors do not recommend the payment of a dividend (2015: nil).
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:
Roy Tucker
Roy Pitchford
William Battershill
Eric Diack
Graham Briggs
Date of Appointment
5 April 2005
7 April 2014
30 May 2014
30 May 2014
22 December 2015
Directors’ interests
The interests in the shares of the Company of the Directors who served during the year were as follows:
31 March 2016
31 March 2015
Ordinary Shares
28,750,659
4,166,625
–
–
31,607,029
64,524,313
Share Options Ordinary Shares
28,750,659
–
–
–
26,398,717
–
–
–
–
–
Share Options
–
–
–
–
3,500,000
–
55,149,376
3,500,000
Outstanding at
31 March 2015
3,500,000
3,500,000
Movements during year
Issued
Lapsed
Outstanding at
31 March 2016
–
–
3,500,000
3,500,000
–
–
William Battershill
Graham Briggs
Eric Diack
Roy Pitchford
Roy Tucker
Total
Share Options
Exercise price
Roy Tucker
5.0p
Total
12 VAST RESOURCES
242506 Vast Resources R&A pp12-pp17 29/09/2016 21:08 Page 13
Employee Benefit Trust
The following shares are held in an unapproved Employee Benefit Trust. The Directors’ beneficial interest in
these shares is as follows:
Subscription
price
Outstanding at
31 March 2015
Exercised
during last
12 months
Granted
during last
12 months
Roy Tucker
8.75p
1,500,000
9.00p
750,000
6.00p
2,750,000
Total
5,000,000
See note 23 for further details of the EBT
–
–
–
–
–
–
–
–
Outstanding at
31 March 2016
1,500,000
750,000
2,750,000
5,000,000
Exercise date
50% Jul 2010
50% Jul 2011
50% Aug 2011
50% Aug 2012
50% Aug 2012
50% Aug 2013
Share Appreciation Rights Scheme
The following Directors have been granted rights under the Company’s Share Appreciation Rights Scheme
(SARS):
William Battershill
Eric Diack
Roy Pitchford
Roy Tucker
See note 23 for further details of the SARS
Vesting period
Grant date
SARs awarded
Start
Finish
1 Jun 2015
12,000,000
31 Mar 2016
31 Mar 2019
1 Jun 2015
12,000,000
31 Mar 2016
31 Mar 2019
1 Jun 2015
1 Jun 2015
1 Jun 2015
1 Jun 2015
20,000,000
12,000,000
10,000,000
8,000,000
31 Mar 2016
31 Mar 2017
31 Mar 2016
31 Mar 2017
31 Mar 2019
31 Mar 2020
31 Mar 2019
31 Mar 2020
VAST RESOURCES 13
242506 Vast Resources R&A pp12-pp17 29/09/2016 21:08 Page 14
Report of the Directors
continued
Directors’ remuneration
2016
William Battershill
Graham Briggs
Eric Diack
Roy Pitchford
Roy Tucker
Total
2015
Stuart Bottomley *
William Battershill
Eric Diack
Michael Kellow *
Neville Nicolau *
Roy Pitchford
Roy Tucker
Total
* Former Director
Salary/
Fees
$’000
Termination
Payments
$’000
Pension Medical aid
$’000
$’000
Total
$’000
75
8
60
210
187
540
16
81
73
28
11
188
165
562
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3
–
–
–
3
–
–
–
–
–
–
–
–
–
–
–
–
–
–
75
8
60
210
187
540
16
81
73
31
11
188
165
565
Part of the remuneration of Roy Tucker represents payment for UK office services that are provided by Roy
Tucker under his consultancy contract at his expense. His remuneration also includes irrecoverable VAT. No part
of the remuneration paid, (2015: $11,800) has been settled by issuing 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. The Company’s auditor, Crowe Clark Whitehill LLP, was initially appointed on
25 April 2016 and it is proposed by the Board that they be reappointed as auditors at the forthcoming AGM.
Events after the reporting date
These are more fully disclosed in Note 29.
By order of the Board
Roy C. Tucker
Secretary
28 September 2016
14 VAST RESOURCES
242506 Vast Resources R&A pp12-pp17 29/09/2016 21:08 Page 15
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Strategic Report, the Directors’ Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have elected to prepare the financial statements in accordance with International Financial Reporting
Standards (IFRSs’) as adopted by the EU and applicable law.
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 company and the group and of the profit or loss of the
group for that period. In preparing these financial statements, the Directors are required to:
•
•
•
•
select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, 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.
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 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.
They are further responsible for ensuring that the Strategic Report and the Report of the Directors and other
information included in the Annual Report and Financial Statements is prepared in accordance with applicable
law in the United Kingdom.
The maintenance and integrity of the Company’s website is the responsibility of the Directors; the work carried
out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that may have occurred in the accounts since they were initially presented on
the website.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other
information included in annual reports may differ from legislation in other jurisdictions.
VAST RESOURCES 15
242506 Vast Resources R&A pp12-pp17 29/09/2016 21:08 Page 16
Independent Auditor’s Report to the Members of Vast
Resources Plc
Independent Auditor’s Report to the Members of Vast Resources Plc
We have audited the financial statements of Vast Resources Plc for the year ended 31 March 2016 which
comprise the Group Statement of Comprehensive Income, the Group and Parent Company Statement of
Changes in Equity, the Group and Parent Company Statements of Financial Position, the Group and Parent
Company Statements of Cash Flow and the related notes.
The financial reporting framework that has been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company
financial statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the financial statements in accordance with applicable law
and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient
to give reasonable assurance that the financial statements are free from material misstatement, whether caused
by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the
company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the directors; and the overall presentation of the financial statements.
In addition, we read all the financial and non-financial information in the Strategic Report, the Directors’ Report
and any other surround information to identify material inconsistencies with the audited financial statements
and to identify any information that is apparently materially incorrect based on, or materially inconsistent with,
the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent
material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 31 March 2016 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 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.
16 VAST RESOURCES
242506 Vast Resources R&A pp12-pp17 29/09/2016 21:08 Page 17
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 the statement of accounting policies in 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, there are no binding agreements in
place to date. 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.
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 the statement of accounting policies and in note 27 in the financial statements). 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 matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
•
•
•
•
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.
Stephen Bullock
Senior Statutory Auditor
For and on behalf of Crowe Clark Whitehill LLP
Statutory Auditor
St Bride’s House
10 Salisbury Square
London EC4Y 8EH
Dated: 28 September 2016
VAST RESOURCES 17
242506 Vast Resources R&A pp18-pp22 29/09/2016 21:09 Page 18
Group statement of comprehensive income
for the year ended 31 March 2016
31 Mar 2016
Group
$’000
31 Mar 2015
Group
$’000
Note
Revenue
Cost of sales
Gross profit
Overhead expenses
Depreciation of property, plant and equipment
Loss on sale of property, plant and equipment
Share option (expense) / credit
Other administrative and overhead expenses
Loss from operations
Finance income
Finance expense
Loss before taxation from continuing operations
Tax credit
Loss after taxation from continuing operations
Gain on business combination
Loss on discontinued operations, net of tax
Total loss for the year
Other comprehensive income
Gain on available for sale financial assets
Exchange loss on translation of foreign operations
Total comprehensive loss for the period
Total loss attributable to:
– the equity holders of the parent company
– non-controlling interests
Total comprehensive loss attributable to:
– the equity holders of the parent company
– non-controlling interests
4
5
14
14
Loss per share – basic and diluted
Loss per share from continuing operations – basic and diluted
8
7,200
(5,608)
1,592
(9,615)
(2,151)
(57)
(3,368)
(4,039)
(8,023)
1
(509)
(8,531)
1,658
(6,873)
41
(8,739)
(15,571)
10
(135)
–
–
–
(5,993)
–
–
25
(6,018)
(5,993)
3
–
(5,990)
–
(5,990)
169
(1,033)
(6,854)
18
–
(15,696)
(6,836)
(16,100)
529
(15,571)
(16,225)
529
(15,696)
(1.02)
(0.44)
(6,617)
(237)
(6,854)
(6,599)
(237)
(6,836)
(0.75)
(0.68)
The accompanying accounting policies and notes on pages 32 to 64 form an integral part of these financial
statements.
18 VAST RESOURCES
242506 Vast Resources R&A pp18-pp22 29/09/2016 21:09 Page 19
Group Statement of Changes in Equity
for the year ended 31 March 2016
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statements.
VAST RESOURCES 19
242506 Vast Resources R&A pp18-pp22 29/09/2016 21:09 Page 20
Company Statement of Changes in Equity
for the year ended 31 March 2016
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The accompanying accounting policies and notes on pages 32 to 64 form an integral part of these financial
statements.
20 VAST RESOURCES
242506 Vast Resources R&A pp18-pp22 29/09/2016 21:09 Page 21
Group and Company statements of financial position
As at 31 March 2016
31 Mar 2016
Group
$’000
31 Mar 2015
Group
$’000
31 Mar 2016
Company
$’000
31 Mar 2015
Company
$’000
Note
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Investment in subsidiaries
Loans to group companies
Deferred tax asset
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 interests
Total equity
Non-current liabilities
Loans and borrowings
Provisions
Current liabilities
Loans and borrowings
Trade and other payables
Bank overdraft
Total current liabilities
Total liabilities
Total Equity and Liabilities
10
11
12
13
5
15
16
17
22
25
18
20
18
19
–
32,539
–
–
1,658
34,197
1,912
3,896
8
831
–
6,647
8,739
22,621
–
–
–
31,360
65
4,134
24
3,090
637
7,950
40,844
39,310
16,105
71,652
2,099
(1,978)
(3)
(3,942)
(67,471)
16,462
11,518
27,980
911
954
1,865
2,504
6,729
1,766
10,999
12,864
40,844
15,035
66,105
479
(1,843)
(13)
(3,942)
(53,099)
22,722
10,969
33,691
1,555
–
1,555
1,229
2,835
–
4,064
5,619
–
–
218
33,963
–
34,181
–
412
5
615
–
1,032
35,213
16,105
71,652
2,099
(4,954)
–
(3,942)
(46,098)
34,862
–
34,862
–
–
–
–
351
–
351
351
185
75
218
29,256
–
29,734
–
345
5
2,330
–
2,680
32,414
15,035
66,105
479
(4,954)
5
(3,942)
(42,039)
30,689
–
30,689
–
–
–
1,229
496
–
1,725
1,725
39,310
35,213
32,414
The accompanying accounting policies and notes on pages 32 to 64 form an integral part of these financial statements.
The financial statements on pages 18 to 64 were approved and authorised for issue by the Board of Directors on
27 September 2016 and were signed on its behalf by:
Roy C. Tucker
Director
28 September 2016
Registered number 05414325
VAST RESOURCES 21
242506 Vast Resources R&A pp18-pp22 29/09/2016 21:09 Page 22
Group and Company statements of cash flow
for the year ended 31 March 2016
31 Mar 2016
Group
$’000
31 Mar 2015
Group
$’000
31 Mar 2016
Company
$’000
31 Mar 2015
Company
$’000
CASH FLOW FROM OPERATING ACTIVITIES
Loss before taxation for the year
Adjustments for:
Depreciation
Loss (profit) on sale of property, plant and equipment
Liabilities settled in shares
Share option expense
Changes in working capital:
Decrease (increase) in receivables
Increase in inventories
Increase (decrease) in payables
Cash used in operations
Investing activities:
Payments to acquire intangible assets
Payments to acquire property, plant and equipment
Proceeds on disposal of property, plant and equipment
Payments to acquire subsidiary company
Restricted cash movement
(Increase) decrease in loans to group companies
Total cash used in investing activities
Financing Activities:
Proceeds from the issue of ordinary shares,
net of issue costs
Proceeds from investment by
Grayfox (Private) Limited
Movement in loans and borrowings
Total proceeds from financing activities
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
(8,531)
(5,990)
(5,812)
(6,039)
2,151
57
1,457
3,368
465
(120)
368
(25)
(1,498)
(5,302)
670
(1,779)
867
(242)
(1,740)
(8,718)
5
–
637
–
(8,076)
5,160
–
2,397
7,557
(2,259)
3,090
831
(654)
(4)
1,503
845
(4,457)
(63)
(394)
1,536
(522)
(637)
–
(80)
3,804
–
1,555
7,059
2,522
568
3,090
10
65
1,457
3,368
(912)
(67)
–
(145)
(212)
(1,124)
–
–
–
–
–
(4,522)
(4,522)
40
(168)
368
(25)
(5,824)
(322)
–
1,258
936
(4,888)
(65)
–
1,508
–
–
1,504
2,947
5,160
3,804
1,700
(1,229)
3,931
(1,715)
2,330
615
–
–
3,804
1,863
467
2,330
The accompanying accounting policies and notes on pages 32 to 64 form an integral part of these financial
statements.
22 VAST RESOURCES
242506 Vast Resources R&A pp23-pp31 29/09/2016 21:10 Page 23
Statement of Accounting Policies
General information
Vast Resources plc and its subsidiaries (together “the Group”) are engaged principally 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. The
Company’s ordinary shares are listed on the AIM market of the London Stock Exchange.
Vast Resources plc was incorporated as a public limited company under UK Company Law with registered
number 05414325. It is domiciled at, and is registered at Nettlestead Place, Nettlestead, Maidstone, Kent,
ME18 5HA.
Basis of preparation and going concern assessment
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 2016.
The financial statements are prepared under the historical cost convention on a going concern basis.
At the date of these financial statements the Directors expect that the Group’s Zimbabwean operations will
provide it with sufficient cash flow to support its capital requirements in Zimbabwe. However, the Group will
require further funding to finance the Group’s and Company’s working capital requirements and the
development of the Group’s Romanian assets. The Directors are confident that the Company will be able to
raise funds for such requirements from investors as required although no binding funding agreement is in place
at the date of this Report. These conditions indicate the existence of 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 adjustment that would result if the Company were 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 are contained in note 27.
Changes in Accounting Policies
At the date of authorisation of these financial statements, a number of Standards and Interpretations were in
issue but not yet effective. The Directors do not anticipate that the adoption of these standards and
interpretations, or any of the amendments made to existing standards as a result of the annual improvements
cycle, will have a material effect on the financial statements in the year of initial application.
VAST RESOURCES 23
242506 Vast Resources R&A pp23-pp31 29/09/2016 21:10 Page 24
Statement of Accounting Policies
continued
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:
Useful lives of property, plant & equipment
a)
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
11 to the financial statements.
Impairment of intangibles and mining assets
b)
The Group reviews, on an annual basis, whether deferred exploration costs, acquired as intangible assets or
PP&E, 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 10 to the financial statements.
Share based payments
c)
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.
In addition, the Group may frequently enter into financial arrangements that 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 23 and include, among others, the expected
volatility and expected life of the options.
Going concern and Inter-company loan recoverability.
d)
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.
Estimates of fair value
e)
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.
24 VAST RESOURCES
242506 Vast Resources R&A pp23-pp31 29/09/2016 21:10 Page 25
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’):
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).
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.
Provisions
f)
The Group is required to estimate the cost of its obligations to realise and rehabilitate its mining properties.
The estimation of the cost of complying with the Group’s obligations at future dates and in economically
unpredictable regions, and the application of appropriate discount rates thereto, gives rise to significant
estimation uncertainties.
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. Inter-company 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.
VAST RESOURCES 25
242506 Vast Resources R&A pp23-pp31 29/09/2016 21:10 Page 26
Statement of Accounting Policies
continued
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 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.
26 VAST RESOURCES
242506 Vast Resources R&A pp23-pp31 29/09/2016 21:10 Page 27
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 terms 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.
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 2016
$1.4367: £1
31 March 2015
$1.4836: £1
31 March 2014
$1.6642: £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.
VAST RESOURCES 27
242506 Vast Resources R&A pp23-pp31 29/09/2016 21:10 Page 28
Statement of Accounting Policies
continued
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 are 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.
Mining inventory includes run of mine stockpiles, minerals in circuit, finished goods and consumables. Stockpiles,
minerals in circuit and finished goods are valued at their cost of production to their point in process using a
weighted average cost of production, or net realisable value, whichever is the lower. Low grade stockpiles are
only recognised as an asset when there is evidence to support the fact that some economic benefit will flow to
the Company on the sale of such inventory. Consumables are valued at their cost of acquisition, or net realisable
value, whichever is the lower.
Investment in subsidiaries
The Company’s investment in its subsidiaries is recorded at cost less any impairment.
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.
28 VAST RESOURCES
242506 Vast Resources R&A pp23-pp31 29/09/2016 21:10 Page 29
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.
Production expenses
Production expenses include all direct costs of production, including depreciation of property plant and
equipment involved in the mining process, but excluding mine and Company overhead.
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
Plant and machinery
Fixtures, fittings & equipment
Computer assets
Motor vehicles
–
–
–
–
–
2.5% per annum, straight line
15% per annum, reducing balance
20% per annum, reducing balance
33.33% per annum, straight line
15% per annum, reducing balance
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 rehabilitation of mining assets
Provision for the rehabilitation of a mining property on the cessation of mining is recognised from the
commencement of mining activities. This provision accounts for the full cost to rehabilitate the mine according
to good practice guidelines in the country where the mine is located, which may involve more than the stipulated
minimum legal commitment.
VAST RESOURCES 29
242506 Vast Resources R&A pp23-pp31 29/09/2016 21:10 Page 30
Statement of Accounting Policies
continued
When accounting for the provision the Company recognises a provision for the full cost to rehabilitate the mine
and a matching asset accounted for within the non-current mining asset. The rehabilitation provision is
discounted using a risk free rate, which is linked to the currency in which the costs are expected to be incurred,
and the applicable inflation rate applied to the cash flows. The unwinding of the discounting effect is recognised
within finance expenses in the income statement.
Revenue
Revenue from the sales of goods is recognised when the Group has transferred the significant risks and rewards
of ownership to the buyer and it is probable that the Group will receive the previously agreed upon payment.
These criteria are considered to be met when the goods are delivered to the buyer. Where the buyer has a right
of return, the Group defers recognition of revenue until the right to return has lapsed. However, where high
volumes of sales are made to established wholesale customers, revenue is recognised in the period where the
goods are delivered less an appropriate provision for returns based on past experience. The same policy applies
to warranties.
Provided the amount of revenue can be measured reliably and it is probable that the Group will receive any
consideration, revenue for services is recognised in the period in which they are rendered.
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.
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.
30 VAST RESOURCES
242506 Vast Resources R&A pp23-pp31 29/09/2016 21:10 Page 31
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.
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.
VAST RESOURCES 31
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 32
Notes to Financial Statements
1. 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 did not generate any revenue in the previous year and therefore no disclosures
are provided with respect to revenues in the comparative figures.
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 10.
Mining, exploration
and development
Europe
$’000
2016
Revenue
Production costs
Gross profit (loss)
Impairment of intangible assets
Project evaluation expenses
Depreciation
Share option charge
Interest revenues
Profit (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
1,812
(1,436)
376
–
–
(1,554)
–
–
(1,375)
–
10,922
8,394
4,801
2,529
6,086
Africa
$’000
5,388
(4,172)
1,216
–
–
(582)
–
–
949
(8,739)
29,198
26,495
4,796
2,703
4,449
Administration
and corporate
$’000
–
–
–
–
–
(15)
(3,368)
1
(6,447)
–
724
(692)
8
1,415
2,329
Total
$’000
7,200
(5,608)
1,592
–
–
(2,151)
(3,368)
1
(6,873)
(8,739)
40,844
34,197
9,605
6,647
12,864
32 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 33
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
Mining, exploration
and development
Europe
$’000
Africa
$’000
Administration
and corporate
$’000
–
(130)
(35)
–
–
(130)
–
2,137
2,137
2,601
–
–
–
–
(407)
–
–
–
–
26,910
26,910
458
–
–
–
–
(23)
25
3
(5,721)
(1,033)
10,263
2,313
21
7,950
5,622
There are no non-current assets held in the Company’s country of domicile, being the UK (2015: $nil).
2. Group loss from operations
Operating loss is stated after charging/(crediting):
Auditors’ remuneration (note 3)
Depreciation
Employee pension costs
Share option expense/(credit)
Foreign exchange (gain)/loss
Loss/(Profit) on disposal of property, plant and equipment
3. Auditor’s remuneration
Fees payable to the Company’s auditor for the audit of the Company’s
annual accounts
Fees payable to the Company’s auditor for other services:
– Audit of the accounts of subsidiaries
4. Finance income
Interest received on bank deposits
2016
Group
$’000
110
2,151
16
3,368
(53)
56
2016
Group
$’000
40
70
110
2016
Group
$’000
1
Total
$’000
–
(130)
(465)
25
3
(5,851)
(1,033)
39,310
31,360
3,080
7,950
5,622
2015
Group
$’000
111
465
42
(25)
217
(120)
2015
Group
$’000
65
46
111
2015
Group
$’000
3
VAST RESOURCES 33
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 34
Notes to Financial Statements
continued
5. Taxation
Income tax on profits
Deferred tax credit
Tax charge (credit)
2016
Group
$’000
–
(1,658)
(1,658)
2015
Group
$’000
–
–
–
Deferred tax assets are only recognised in the Group where the company concerned has a reasonable
expectation of future profits against which the deferred tax asset may be recovered.
The asset arises in a subsidiary company which has allowable tax losses of $6.4 million, which are expected to
be utilised in the immediate forthcoming periods.
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The differences are
explained as follows:
Loss before taxation
Loss before taxation at the standard rate of corporation tax in the UK of
20% (2015: 21%)
Expenses disallowed for tax
Difference in tax rates in local jurisdiction
Loss carried forward
Income tax charge on profits
Factors that may affect future tax charges:
2016
Group
$’000
15,696
3,139
(1,902)
(1,900)
663
–
2015
Group
$’000
6,836
1,436
(9)
458
(1,885)
–
Tax losses
Accumulated tax losses
2016
Group
$’000
22,005
2015
Group
$’000
21,342
2016
Company
$’000
13,038
2015
Company
$’000
9,478
However, of this total, only $6.4 million are anticipated to be off settable against profits in the immediate future.
The balance will only be recoverable against future profits, the timing of which is uncertain, and a deferred tax
asset has not been recognised in respect of these losses. A deferred tax asset has not been recognised in respect
of accumulated tax losses for the Company.
34 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 35
6. Employees
Staff costs (including directors) consist of:
Wages and salaries – management
Wages and salaries – other
Consultancy fees
Social Security costs
Healthcare costs
Pension costs
The average number of employees (including directors) during the year was as follows:
Management
Other operations
7. Directors’ remuneration
Directors’ emoluments
Company contributions to pension schemes
Directors and key management remuneration
Gain on share options exercised by directors (not charged to profit or loss as
explained below)
The Directors are considered to be the key management of the Group and Company.
2016
Group
$’000
1,531
746
2,277
1,056
160
131
67
3,691
13
312
325
2016
Group
$’000
540
–
540
–
2015
Group
$’000
517
764
1,281
897
14
–
42
2,231
9
57
66
2015
Group
$’000
562
3
565
–
One Director (2015: 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 $210,000 (2015: $187,500).
Included within the above remuneration are amounts accrued at 31 March 2016; please refer to the Directors’
Report for full detail.
VAST RESOURCES 35
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 36
Notes to Financial Statements
continued
8. Loss per share
Loss per ordinary share has been calculated using the weighted average number of ordinary shares in issue
during the relevant financial year.
The weighted average number of ordinary shares in issue for the period is:
Losses for the period: ($’000)
Loss per share basic and diluted (cents)
The effect of all potentially dilutive share options is anti-dilutive.
31 Mar 2016
Group
1,579,576,275
(16,100)
(1.02)
31 Mar 2015
Group
884,682,217
(6,617)
(0.75)
9. 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 $5.807 million (2015: $6.039 million) for the Company, which is dealt with in the financial
statements of the parent company.
10. Intangible assets
Group
Cost at 31 March 2014
Additions during the year
Amount provided for impairment
Reclassification of deferred costs
Discontinued operations
Transferred to property, plant and equipment
Cost at 31 March 2015
Additions during the year
Discontinued operations
Cost at 31 March 2016
Company
Cost at 31 March 2014
Transfer to subsidiary
Additions during the year
Cost at 31 March 2015
Recognition of intangibles
Discontinued operations
Cost at 31 March 2016
$’000
$’000
$’000
24,410
63
–
(95)
(1,132)
(15,654)
7,592
–
(7,592)
–
1,191
(1,071)
65
185
113
(298)
–
4,300
–
–
–
–
(3,153)
1,147
–
(1,147)
–
389
(389)
–
–
–
–
–
28,710
63
–
(95)
(1,132)
(18,807)
8,739
–
(8,739)
–
1,580
(1,460)
65
185
113
(298)
–
36 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 37
Intangible assets by project
Gold
Blue Rock
Phosphates
Chishanya
Rare earths
Nkombwa Hill
Discontinued operations
Gold
Blue Rock
Phosphates
Chishanya
Rare earths
Nkombwa Hill
2016
Group
$’000
–
–
–
–
2016
Group
$’000
8,083
542
114
8,739
2015
Group
$’000
8,083
542
114
8,739
2015
Group
$’000
–
–
–
–
The treatment of the exploration projects as discontinued operations is as a result of the Group’s decision to
move away from green field exploration development. For more detail please refer to the Strategic Report on
pages 6 to 11.
There was no impairment of intangible assets during the previous year.
VAST RESOURCES 37
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 38
Notes to Financial Statements
continued
11. Property, plant and equipment
Fixtures,
Plant and fittings and
equipment
machinery
$’000
$’000
Computer
assets
$’000
Motor
vehicles
$’000
Group
Buildings
and
Improve-
ments
$’000
Mining
assets
$’000
Capital
Work in
progress
$’000
Total
$’000
Cost at
31 March 2014
Additions during
the year
Acquired through
business
combination
Transferred
from intangibles
Disposals during
the year
Cost at
31 March 2015
Additions during
the year
Acquired through
business
combination
Reclassification
Disposals during
the year
Foreign exchange
movements
Cost at
31 March 2016
Depreciation
at 31 March 2014
Charge for the
year
Disposals during
the year
Depreciation at
31 March 2015
Charge for the
year
Disposals during
the year
Foreign exchange
movements
Depreciation at
31 March 2016
2,718
141
216
419
1,490
–
481
–
1
2
–
–
1
–
–
17
–
–
2,121
–
18,807
(706)
(39)
(3)
(167)
(1,418)
–
–
–
–
–
4,984
393
394
–
–
–
2,622
18,807
(2,333)
2,493
3,908
1,442
392
105
77
6
–
214
62
–
–
(257)
(23)
(102)
18
7,996
1,489
432
–
165
124
10
(626)
(33)
1,295
1,069
101
13
–
174
186
15
(1)
200
17
269
2,193
18,807
393
24,474
188
376
3,372
1,622
9,605
47
–
(30)
13
936
–
(17)
71
–
–
–
5
–
(392)
2,432
–
–
–
(429)
107
487
3,559
22,184
1,623
36,189
419
–
83
8
(166)
(87)
253
72
4
225
(1)
6
–
–
–
–
–
–
–
–
2,301
465
(913)
1,853
151
604
2,151
–
–
–
–
(368)
14
116
296
234
151
604
3,650
14
58
16
2,189
18,807
393
22,621
191
3,325
22,033
1,019
32,539
(214)
(22)
(101)
(30)
–
1
–
92
4
73
7
2,157
Net book value
at 31 March 2015 1,198
Net book value
at 31 March 2016 5,839
38 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 39
Company
Cost at 31 March 2014
Additions during the year
Disposals during the year
Cost at 31 March 2015
Additions during the year
Disposals during the year
Cost at 31 March 2016
Depreciation at 31 March 2014
Charge for the year
Disposals during the year
Depreciation at 31 March 2015
Charge for the year
Disposals during the year
Depreciation at 31 March
2016
Net book value at 31 March
2015
Net book value at 31 March
2016
Plant and
machinery
$’000
Fixtures,
fittings and
equipment
$’000
Computer
assets
$’000
Motor
vehicles
$’000
323
–
(126)
197
–
(167)
30
205
26
(99)
132
–
(102)
30
65
–
19
–
–
19
–
(14)
5
19
–
–
19
–
(14)
5
–
–
89
–
–
89
–
(66)
23
71
8
–
79
10
(66)
23
10
–
11
–
(11)
–
–
–
–
11
–
(11)
–
–
–
–
–
–
12. Investments in subsidiaries
Cost at the beginning of the year
Disposal during the year
Cost at the end of the year
Buildings
and
Improve-
ments
$’000
1,400
–
(1,400)
–
–
–
–
81
6
(87)
–
–
–
–
–
–
Total
$’000
1,842
–
(1,537)
305
–
(247)
58
387
40
(197)
230
10
(182)
58
75
–
2016
Company
$’000
218
–
218
2015
Company
$’000
218
–
218
VAST RESOURCES 39
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 40
Notes to Financial Statements
continued
12. Investments in subsidiaries continued
The principal subsidiaries of Vast Resources plc, all of which are included in these consolidated Annual Financial
Statements, are as follows:
Country of
registration
Class
BVI
Proportion
held
by group
2016
Proportion
held
by group
2015
Nature of
business
–%
–%
Nominee company
Company
African Consolidated Resources
PTC Limited i
African Consolidated Resources
SRL ii
Canape Investments (Private)
Limited
Dallaglio Investments (Private)
Limited iii
Fisherman Mining Limited
Millwall International
Investments Limited
Mineral Mining SA ii
Romania
Ordinary
80%
100%
Zimbabwe
Ordinary
100%
100%
Zimbabwe
Ordinary
50%
50%
Zambia
Ordinary
100%
100%
BVI
Ordinary
100%
100%
Romania
Ordinary
nil
80%
Moorestown Limited
BVI
Ordinary
100%
100%
Sinarom Mining Group SRL iv
Romania
Ordinary
50.1%
nil
Mining exploration and
development
Mining exploration and
development
Mining exploration and
development
Mining exploration and
development
Holding company
Mining exploration and
development
Mining exploration and
development
Mining exploration and
development
The table above 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
The Company has effective control of this entity. The voting rights are equal to the proportion of the shares held.
ii Mineral Mining was formally merged with African Consolidated Resources SRL in February 2016 and the company was delisted with
effect from 19 February. An 80% shareholding in Mineral Mining was acquired in March 2015 and was accounted for as a business
combination in the year to 31 March 2015. See also Note 14 for further details.
iii The Company has effective control of this entity by virtue of its casting vote.
iv 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 operates the open pit Manaila subject to certain conditions precedent. Fulfilment of all conditions
precedent was announced on 22 July 2015. See also note 14 for more detail of this transaction.
13. Loans to group companies
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.
40 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 41
14. Business combinations during the year
Sinarom Mining Group
On 22 July 2015 the Group acquired 50.1% of the voting equity instruments of Sinarom Mining Group SA (SMG),
a Romanian company whose principal activity is ownership and operation of the Manaila in Romania. The
principal reason for this acquisition was to expand the Group’s mining operations.
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and gain arising
are as follows:
Property, plant and equipment
Mining asset
Inventories
Receivables
Cash and cash equivalents
Less: Payables
Net assets
Fair value of consideration paid
– Cash
Gain on acquisition
2016
Sinarom Mining Group SA
Book value
$000’s
Adjustment
$000’s
Fair value
$000’s
2015
Mineral Mining SA
Fair value
$000’s
1,448
943
68
432
1
2,892
(2,892)
–
985
(943)
–
–
–
–
2,433
–
68
432
1
2,934
(2,892)
42
–
42
2,621
–
61
–
–
2,682
(1,244)
1,438
1,269
169
Mineral Mining SA merger
As was reported in the Annual Report for the year to 31 March 2015, on 23 March 2015 the Group acquired
80% of the voting equity instruments of Mineral Mining, a Romanian company which was in administration and
whose principal activity is ownership of the Baita Plai. The principal reason for this acquisition was to reopen
and operate Baita Plai.
Mineral Mining had been subject to insolvency proceedings and as a result of those 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 Baita Plai be granted back to Mineral Mining if Mineral
Mining 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 Mineral Mining had 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 Mineral Mining would be fused by absorption into AFCR SRL, the bankruptcy of
Mineral Mining formally ended and Mineral Mining would cease to exist. After completion of the Merger a sub-
licence on Baita Plai 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.
This Merger was completed in February 2016 and on 19 February 2016 Mineral Mining was struck off the
register. All assets and liabilities of Mineral Mining have been taken over by ACR SRL and the Non-Controlling
Interest in Mineral Mining has been transferred to ACR SRL.
There is now no legal barrier to the re-issue of the mining sub-licence to ACR SRL but the bureaucratic process
continues to cause delay.
VAST RESOURCES 41
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 42
Notes to Financial Statements
continued
14. Business combinations during the year continued
There is a debt due to Baita SA, arising from the period of the insolvency, payable on the grant of the sub-licence
on Baita Plai to Mineral Mining that now, as a result of the Merger, will be issued to AFCR SRL. The precise
amount of the debt is disputed but it has been determined by the Judicial Administrator of Mineral Mining 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.
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:
Investing activities
Financing activities
Net cash used in discontinued operations
2016
$’000
–
–
–
–
–
(8,739)
(8,739)
2015
$’000
100
100
–
100
(1)
(1,132)
(1,033)
(0.58)cents
(0.07)cents
–
–
–
438
(447)
(9)
The discontinued operations consist of the former exploration projects in Zimbabwe, which have been treated
as a discontinued operation as a result of the decision to move away from greenfield exploration projects.
The loss on discontinued operations in 2015 relates to the disposal by the Group of African Consolidated
Resources Limited, in Zambia.
15. Inventory
Minerals held for sale
Production stockpiles
Consumable stores
2016
Group
$’000
595
510
807
1,912
2015
Group
$’000
–
–
65
65
2016
Company
$’000
2015
Company
$’000
–
–
–
–
–
–
–
–
There is no material difference between the replacement cost of stocks and the amount stated above.
42 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 43
16. Receivables
Trade receivables
Other receivables
Prepayments
VAT
At 31 March 2016:
2016
Group
$’000
14
998
659
2,225
3,896
2015
Group
$’000
–
2,934
831
369
4,134
2016
Company
$’000
2015
Company
$’000
–
412
–
–
412
–
345
–
–
345
Of which:
Of which: not impaired as at
31 March 2016 and past due
in the following periods:
Carrying
amount
before
deducting
any
impairment
loss
1,151
1,198
2,349
Related
impairment
loss
1,137
200
1,337
Neither
impaired
Net nor past due
on 31 March
2016
carrying
amount
14
998
1,012
14
998
1,012
Not
more than
three
months
–
–
–
More than
three
months
and not
more than
six months
–
–
–
More than
six months
–
–
–
Trade receivables
Other receivables
Other receivables at 31 March 2015 included a call on subscribed capital in a subsidiary of $2,300 representing
the balance of the Non-Controlling Interest’s investment in Dallaglio Investments (Private) Limited. This amount
was received in full by 30 June 2015.
All other amounts were due for payment within one year. No receivables at 31 March 2015 were past due or
impaired.
17. Available for sale investments
Fair value at the beginning of the year
Movement in fair value
2016
Group
$’000
24
(16)
8
2015
Group
$’000
6
18
24
2016
Company
$’000
2015
Company
$’000
5
–
5
1
4
5
Available for sale investments comprise shares in quoted companies.
VAST RESOURCES 43
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 44
Notes to Financial Statements
continued
18. Loans and borrowings
Non current
Secured borrowings
Unsecured borrowings
less amounts payable in less than 12 months
Current
Bank overdrafts
Unsecured borrowings
Convertible short term debt
Current portion of long term borrowings
Total loans and borrowings
2016
Group
$’000
1,978
127
(1,194)
911
1,766
1,310
–
1,194
4,270
5,181
2015
Group
$’000
1,555
–
–
1,555
–
–
1,229
–
1,229
2,784
2016
Company
$’000
2015
Company
$’000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,229
–
1,229
1,229
(i)
(ii)
The non-current secured borrowing is a loan from a third party secured by a pledge of the Group’s
shareholding in its subsidiary company, Canape Investments (Private) Limited. The loan bears interest at a
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 current unsecured borrowing represent loans from the non-controlling interest in Dallaglio
Investments (Private) Limited, the operating company for the Pickstone Peerless Gold Mine, and African
Consolidated Resources SRL, the holder of the rights to the Baita Plai Mine. Both loans are interest free
and have no fixed terms of repayment.
(iii) The convertible short term debt was repaid on 16 October 2015 by the issue of 154,649,140 shares at a
value of 0.5p each.
19. Trade and other payables
Trade payables
Other payables
Other taxes and social security taxes
Accrued expenses
2016
Group
$’000
3,491
2,259
681
298
6,729
2015
Group
$’000
1,422
747
25
641
2,835
At 31 March 2016:
Trade payables
Other payables
Ageing of amounts payable: amounts due for:
Amount
30 days
60 days
90 days
120 days
3,491
2,259
1,988
548
237
11
30
11
146
34
Of the total of Trade and other payables $2.289 million will only become payable either on or in instalments
after the grant of the Baita Plai sub-licence.
44 VAST RESOURCES
2016
Company
$’000
2015
Company
$’000
–
351
–
–
351
–
–
24
472
496
150 days
or more
1,090
1,655
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 45
At 31 March 2015:
•
•
•
Trade payables all related to amounts payable by Mineral Mining; of these amounts, $0.95 million falls due
for payment on the restitution of the Mineral Mining mining sub-licence. The balance is payable by
instalments commencing on the restitution of the mining sub-licence.
Other payables related to the balance of the purchase consideration for Mineral Mining, which is payable
on the restitution of the mining sub-licence.
Otherwise, all amounts fell due for payment within 30 days
20. Provisions
Provision for rehabilitation of mining properties
2016
Group
$’000
954
2015
Group
$’000
–
2016
Company
$’000
–
2015
Company
$’000
–
As more fully set out in the Statement of Accounting Policies on pages 23 to 31, the Group provides for the cost
of the rehabilitation of a mining property on the cessation of mining. Provision for this cost is recognised from
the commencement of mining activities.
This provision accounts for the estimated full cost to rehabilitate the mines at Manaila and Pickstone Peerless
according to good practice guidelines in the country where the mine is located, which may involve more than
the stipulated minimum legal commitment.
When accounting for the provision the Group recognises a provision for the full cost to rehabilitate the mine
and a matching asset accounted for within the non-current mining asset.
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.
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 the Board will
consider this periodically. 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.
VAST RESOURCES 45
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 46
Notes to Financial Statements
continued
21. Financial instruments – risk management continued
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
2016
Group
$’000
831
–
3,896
–
8
6,728
3,415
2015
Group
$’000
3,090
637
4,134
–
24
2,385
2,784
2016
Company
$’000
615
–
412
33,963
5
351
–
2015
Company
$’000
2,330
–
345
29,256
5
496
1,229
Credit risk
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.
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:
2016
Carrying
value
$’000
831
–
3,896
3,415
2016
Maximum
exposure
$’000
831
–
3,896
3,415
2015
Carrying
value
$’000
3,090
637
4,134
2,784
2015
Maximum
exposure
$’000
3,090
637
4,134
2,784
Cash and cash equivalents
Restricted cash
Receivables
Loans and borrowings
46 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 47
The Company’s maximum exposure to credit risk by class of financial instrument is shown in the table below:
Cash and cash equivalents
Receivables
Loans to Group Companies *
Loans and borrowings
2016
Carrying
value
$’000
615
412
33,963
–
2016
Maximum
exposure
$’000
615
412
33,963
–
2015
Carrying
value
$’000
2,330
345
29,256
2,784
2015
Maximum
exposure
$’000
2,330
345
29,256
2,784
*Net of impairment charges on advances to Group companies of $8.5 million (2015: $8.5 million)
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 $0.831 million (2015: $3,727 million – including
restricted cash) which was made up as follows:
Sterling
United States Dollar
Euro
Lei (Romania)
2016
Group
$’000
437
351
1
42
831
2015
Group
$’000
287
2,765
671
4
3,727
Included within the above are amounts of £304,276 ($437,160) (2015: £193,128 ($286,531)) and US$176,862
(2015: $2,025,295)) held within fixed and floating rate deposit accounts. Interest rates range between 1% and
2% based on bank interest rates.
The Group received interest for the year on bank deposits of $1,226 (2015: $2,511).
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 $123 (2015: $251). Conversely the effect of a 10% increase in interest
rates during the year would, on the same basis, have increased interest income by $123 (2015: $251).
At the year-end the Company had a cash balance of $0.615 million (2015: $2,330 million) which was made up as
follows:
Sterling
United States Dollar
Euro
Lei (Romania)
2016
Group
$’000
437
177
1
–
615
2015
Group
$’000
287
2,025
18
–
2,330
VAST RESOURCES 47
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 48
Notes to Financial Statements
continued
21. Financial instruments – risk management continued
The Group and the Company had interest bearing debts at the current year end of $3,744 million (2015: $2,784
million). These are made up as follows:
Convertible short term loan
Secured long term loan
Bank overdraft
Interest
rate
15%
12%
12%
These loans are repayable as follows:
– Within 1 year
– Between 1 and 2 years
– In more than 2 years
2016
Group
$’000
–
1,978
1,766
3,744
2,651
1,093
–
2015
Group
$’000
1,229
1,555
–
2,784
1,284
750
750
2016
Company
$’000
2015
Company
$’000
–
–
–
–
–
–
–
1,229
–
–
1,229
1,229
–
–
Foreign currency risk
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 2016 and 31 March 2015, the currency exposure of the Group was as follows:
At 31 March 2016
Cash and cash equivalents
Other receivables
Trade and other payables
Available for sale investments
At 31 March 2015
Cash and cash equivalents
Other receivables
Trade and other payables
Available for sale investments
Sterling
$’000
US Dollar
$’000
437
82
(249)
–
287
–
(249)
–
351
2,182
(1,108)
8
2,765
3,997
(2,210)
24
Euro
$’000
1
–
–
–
671
21
–
–
Other
$’000
42
1,632
(6,840)
–
4
116
(1,611)
–
Total
$’000
831
3,896
(8,197)
8
3,727
4,134
(4,070)
24
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 $27,159 (2015: $3,658).
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 $27,159
(2015: ($3,658).
48 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 49
At 31 March 2016 and 31 March 2015, the currency exposure of the Company was as follows:
At 31 March 2016
Cash and cash equivalents
Other receivables
Loans to Group companies
Trade and other payables
Available for sale investments
At 31 March 2015
Cash and cash equivalents
Other receivables
Loans to Group companies
Trade and other payables
Available for sale investments
Sterling
$’000
US Dollar
$’000
437
82
69
(250)
–
287
–
–
(247)
–
177
330
32,779
(101)
5
2,026
324
28,488
(1,479)
5
Euro
$’000
1
–
1,115
–
–
17
21
768
–
–
Other
$’000
–
–
–
–
–
–
–
–
–
–
Total
$’000
615
412
33,963
(351)
5
2,330
345
29,256
(1,726)
5
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 19, of the consolidated trade and other payables balance of $5.748 million, $3.852 million is
due for payment within 60 days of the reporting date. Of the balance, $1.294 million are payables conditional
on the issue of the Baita Plai sub-licence.
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 as low
as possible.
The Group’s debt to equity ratio is 15.5% (2015: (0.9%)), calculated as follows:
Loans and borrowings
Less: cash and cash equivalents
Net debt
Total equity
Debt to capital ratio (%)
2016
$’000
5,181
(831)
4,350
27,980
15.5%
2015
$’000
2,784
(3,090)
(306)
33,691
(0.9%)
VAST RESOURCES 49
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 50
Notes to Financial Statements
continued
22. Share capital
Ordinary 1p
No of
shares
Nominal
value
Ordinary 0.1p
No of
shares
Nominal
value
Deferred 0.9p
No of
shares
Nominal
value
Share
premium
850,537,664
14,075
–
–
–
–
62,893
13,025,000
(863,562,664)
205
(14,280)
495,084,663
863,562,664
755
1,428
–
863,562,664
–
12,852
3,212
–
–
–
–
– 1,358,647,327
2,183
863,562,664
12,852
66,105
–
721,261,269
1,072
–
–
5,547
– 2,079,908,596
3,255
863,562,664
12,852
71,652
As at
31 March 2014
Issued during
the year
Share conversion
As at
31 March 2015
Issued during
the year *
As at
31 March 2016
* Details of the shares issued during the year are as shown in the table below and in the Statement of Changes of Equity on pages 19 to 20.
The number of shares reserved for issue under share options at 31 March 2016 was 13,970,022 (2015:
64,563,612). The number of shares held by the EBT at 31 March 2016 was 32,500,000 (2015: 32,500,000), see
note 22 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 with Grayfox, in 2015 the Group granted an option which allows Grayfox to convert
its 50% shareholding in Dallaglio Investments (Private) Limited to 288,333,333 shares in the Company, which
has now expired. The Directors have considered the value of the conversion option is not material to the value
of Grayfox’s interest.
See also Note 29 on pages 60 to 63 for details of share issues after the reporting date.
50 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 51
Ordinary 1p
Ordinary 0.1p
Number
of shares
Issue
price
(pence)
Number
of shares
Issue
price
(pence)
Purpose of issue
Date of issue
2015
15 Dec 2014
15 Dec 2014
6 Jan 2015
10,025,000
3,000,000
2.0
1.5
318,418,000
0.5
9 Feb 2015
149,999,997
0.6
10 Mar 2015
2016
10 Aug 2015
20 Aug 2015
12 Oct 2015
12 Oct 2015
16 Oct 2015
16 Oct 2015
8 Jan 2016
13,025,000
495,084,663
26,666,666
0.6
107,701,662
1.2
7,000,000
3,000,000
4,500,000
154,649,140
23,097,237
156,250,000
0.5
0.5
0.6
0.5
0.5
0.8
11 Jan 2016
62,500,000
0.8
11 Mar 2016
50,000,000
0.8
24 Mar 2016
24 Mar 2016
30 Mar 2016
52,509,000
81,535,714
18,518,516
721,261,269
0.1
0.1
0.1
–
Settle liabilities
Settle liabilities
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.
Settle liabilities
Issued for cash – general placing;
provision of additional funds for
opportunities in Romania and for general
corporate purposes.
Exercise of warrants
Exercise of warrants
Exercise of warrants
Settle loan repayment
Settle liabilities
Issued for cash – Crede Capital; provision
of additional funds for opportunities in
Romania and for general corporate
purposes. 1*
Issued for cash – managers’ placing;
provision of additional funds for
opportunities in Romania and for general
corporate purposes. 2*
Issued for cash – general placing;
provision of additional funds for
opportunities in Romania and for general
corporate purposes. 3*
Exercise of warrants. 1*
Exercise of warrants. 3*
Exercise of warrants. 2*
* see following notes below
VAST RESOURCES 51
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 52
Notes to Financial Statements
continued
22. Share capital continued
Crede Capital financing agreement
On 4 January 2016 the Company announced that it had entered into a financing agreement with Crede CG III
Limited (Crede) by which Crede would subscribe for new ordinary shares of 0.1p each in the Company in order
to raise up to £5.0 million. In addition to the new ordinary shares Crede would also receive one warrant for each
share issued, which warrant would entitle it either to one share at a price of 130 per cent of the issue price of
the shares to which the warrant related or to a number of shares to be determined by a calculation based on a
Black Scholes valuation of the shares at the time of exercise. The subscription amount would be spaced over
four tranches, taking effect on 4 January, 4 April, 4 July and 4 October 2016 respectively, and would be for an
amount of £1.25 million each for shares at the price equivalent to the closing bid on the previous trading day.
The first tranche of 156,250,000 new Ordinary Shares were issued by the Company on 4 January 2016, at an
issue price of 0.8 pence per new Ordinary share, resulting in a total amount raised of £1.25 million. At the same
time 156,250,000 warrants were also issued, such warrants entitling the holder to acquire Ordinary Shares in
the Company exercisable at any time until 3 January 2021 at a price calculated according to the provisions
mentioned above.
Subsequent tranches of shares and associated warrants as part of the financing were conditional, inter alia, on
(i) Crede not holding more than 25 per cent of the Company on a fully diluted basis at the time of the relevant
tranche and (ii) sufficient share issuance authorities being in place.
On 24 March 2016 Crede elected to convert 32,200,000 warrants issued under the initial subscription by
exchanging them for 52,509,000 new ordinary Shares in the Company. At 31 March 2016 Crede held
124,050,000 unexercised warrants, all of which were exercised subsequent to 31 March 2016, as follows:
Date
01-Apr-16
06-Apr-16
13-Apr-16
12-May-16
Total
Warrants
exercised
Ordinary
Shares issued
38,545,774
21,074,198
26,281,209
38,148,819
120,000,000
60,140,493
60,000,000
84,284,277
124,050,000
324,424,770
On 5 April 2016, the Company announced that it was withholding its consent to the issue of the second tranche
of shares and warrants, as this would result in Crede exceeding the 25% shareholding limit contained in the
agreement.
On 1 July 2016, at the General Meeting of the Company held on that date to seek approval from members for
authority to issue further shares to Crede in the course of the third tranche of the agreement, the shareholders
voted not to consent to the increase of capital required. This gave the Company the right to terminate the
agreement which right the Company then exercised.
Directors and Management financing agreement
On 6 January 2016 the Directors of the Company, together with certain senior managers, subscribed an
aggregate amount of £0.5 million on the same terms as agreed with Crede for its first investment tranche and
62,500,000 new Ordinary Shares were issued by the Company at an issue price of 0.8 pence per new Ordinary
share. At the same time 62,500,000 warrants were also issued, such warrants entitling the holder to acquire
Ordinary Shares in the Company exercisable at any time until 3 January 2021 at a price calculated on the same
basis as in the Crede agreement.
On 30 March 2016 a senior manager elected to convert 11,356,077 warrants by exchanging them for 18,518,516
new ordinary Shares in the Company. At 31 March 2016 the Directors and senior managers held 51,143,923
unexercised warrants, none of which had been exercised at the date of this report.
52 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 53
Existing shareholders financing agreement
On 4 March 2016 the Company entered into an agreement with a number of existing shareholders (the
“Investors“) according to which they would subscribe, in four tranches, for new ordinary shares and associated
warrants in order to raise up to £0.8 million, on similar terms as agreed with Crede save that (i) the first tranche
was at a fixed price of 0.8p per share and (ii) the tranches were split £400,000 for the first tranche and £133,333
for each subsequent tranche, due respectively on 4 March 2016; 3 April 2016; 4 July 2016 and 3 October 2016.
The first tranche of £400,000 resulted in 50,000,000 new Ordinary Shares being issued by the Company. The
Company also issued 50,000,000 warrants to the Investors to acquire Ordinary Shares in the Company
exercisable at any time until 3 March 2021 at a price calculated on the same basis as in the Crede Agreement.
On 24 March 2016 the Investors elected to convert 50,000,000 warrants issued under the initial subscription
by exchanging them for 81,535,714 new ordinary Shares in the Company. At 31 March 2016 the Investors had
no unexercised warrants remaining from the initial subscription.
23. Share based payments
Equity – settled share based payments
The Company has granted share options and warrants to directors, staff and consultants.
In June 2015 the Company also 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 tables below reconcile the opening and closing number of share options and warrants in issue at each
reporting date:
Exercise
price
Outstanding
at 31 March
2015
Granted
during last
12 months
Lapsed
during last
12 months
Exercised
during last
12 months
Outstanding
at 31 March
2016
0.5p
0.5p
0.5p
0.6p
0.8p
0.8p
2.0p
4.0p
5.0p
5.0p
5.0p
5.0p
5.0p
10.0p
8,403,709
10,000,000
6,659,903
4,500,000
–
–
500,000
2,000,000
15,000,000
5,000,000
2,500,000
3,500,000
1,500,000
5,000,000
–
–
–
–
57,000,000
40,000,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,000,000
15,000,000
5,000,000
2,500,000
3,500,000
1,500,000
5,000,000
1,593,590
10,000,000
–
4,500,000
–
–
–
–
–
–
–
–
–
–
6,809,709
–
6,659,903
–
57,000,000
40,000,000
500,000
–
–
–
–
–
–
–
64,563,612
97,000,000
34,500,000
16,093,590
110,969,612
Final exercise date
December 2016
December 2017
March 2019
March 2020
December 2016
VAST RESOURCES 53
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 54
Notes to Financial Statements
continued
23. Share based payments continued
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
0.5p
0.5p
0.5p
0.6p
2.0p
4.0p
5.0p
5.0p
5.0p
5.0p
5.0p
10.0p
–
–
–
–
–
2,000,000
15,000,000
5,000,000
2,500,000
3,500,000
–
5,000,000
33,000,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
8,403,709
10,000,000
6,659,903
4,500,000
500,000
–
–
–
–
–
1,500,000
–
8,403,709
10,000,000
6,659,903
4,500,000
500,000
2,000,000
15,000,000
5,000,000
2,500,000
3,500,000
1,500,000
5,000,000
31,563,612
64,563,612
Final exercise date
December 2016
January 2017
December 2017
February 2017
December 2016
March 2016
August 2015
December 2015
December 2015
August 2015
December 2015
August 2015
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
2016
Weighted
average
exercise price
(pence)
3.28
0.70
5.67
0.67
0.70
0.70
Number
64,563,612
365,750,000
34,500,000
148,195,441
248,618,171
207,618,171
2015
Weighted
average
exercise price
(pence)
5.67
0.80
–
–
3.28
5.67
Number
33,000,000
31,563,612
–
–
64,563,612
33,000,000
The weighted average remaining lives of the share options or warrants outstanding at the end of the period is
50 months (2015: 15 months). Of the 248,618,171 (2015: 64,563,612) options and warrants outstanding at 31
March 2016, 40,000,000 (2015: nil) are not yet exercisable at 31 March 2016.
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:
Share
Option or
Warrant
Value
2p
0.5p
0.5p
0.6p
0.5p
0.8p
0.8p
0.8p
Grant
date
Vesting
periods
Dec-16
Jan-15
Dec-16
Jan-15
Jan-17
Jan-15
Feb-17
Jan-15
Dec-17
Jan-15
Dec-19
Jun-15
Jun-15
Dec-20
Jan-16 immediate
Share
price
at date
of grant
0.68p
0.68p
0.68p
0.68p
0.68p
1.08p
1.08p
0.80p
Volatility
Life
12% 0.93 years
12% 0.93 years
12% 0.95 years
12% 1.04 years
12% 1.85 years
135% 3.83 years
135% 4.83 years
5 years
135%
Dividend
yield
Risk free
interest
rate
Fair value
Nil
Nil
Nil
Nil
Nil
nil
nil
nil
0.63%
0.63%
0.63%
0.63%
0.63%
0.65%
0.65%
1.5%
0.00p
0.14p
0.14p
0.06p
0.14p
0.91p
0.96p
0.69p
Volatility has been based on historical share price information.
54 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 55
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 $1,154,347 (2015: $25,318 – credit).
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.
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.
Exercise
price
Outstanding
at 31 March
2015
Exercised
during last
12 months
Lapsed
during last
12 months
Granted
during last
12 months
Outstanding
at 31 March
2016
Date exercisable from
8.75p
8.75p
9.00p
9.00p
6.00p
6.00p
6,000,000
6,000,000
2,500,000
2,500,000
7,750,000
7,750,000
32,500,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
6,000,000
6,000,000
2,500,000
2,500,000
7,750,000
7,750,000
32,500,000
July 2010
July 2011
August 2011
August 2012
August 2012
August 2013
As at 31 March 2016 a total of 32,500,000 of the EBT participation rights were exercisable.
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
6.00p
6,000,000
6,000,000
2,500,000
2,500,000
7,750,000
7,750,000
32,500,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
6,000,000
6,000,000
2,500,000
2,500,000
7,750,000
7,750,000
32,500,000
July 2010
July 2011
August 2011
August 2012
August 2012
August 2013
As at 31 March 2015 a total of 32,500,000 of the EBT participation rights were exercisable.
VAST RESOURCES 55
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 56
Notes to Financial Statements
continued
23. Share based payments continued
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:
Jul 2010
Jul 2011
Aug 2011
Aug 2012
Aug 2012
Aug 2013
Grant date
Validity of grant
Vesting periods
Share price at date of grant
Volatility
Dividend yield
Risk free investment rate
Fair value
Oct 2010
10 years
Aug 2009
10 years
Aug 2009
10 years
Oct 2010
10 years
Aug 2009 – Aug 2009 – Oct 2010 – Oct 2010 –
Aug 2012
9.00p
51%
Nil
0.65%
Nil
Aug 2011
9.00p
51%
Nil
0.65%
Nil
Jul 2011
8.75p
51%
Nil
0.65%
Nil
Jul 2010
8.75p
51%
Nil
0.65%
Nil
Volatility has been calculated by reference to historical share price information.
Share option expense
Share option expense:
– In respect of remuneration contracts
– In respect of financing arrangements
Total expense/(credit)
Sep 2011
10 years
Sep 2011 –
Aug 2012
6.00p
51%
Nil
0.65%
Nil
Sep 2011
10 years
Sep 2011 –
Aug 2013
6.00p
51%
Nil
0.65%
Nil
2016
Group
$’000
723
2,645
3,368
2015
Group
$’000
(25)
–
(25)
24. Reserves
Details of the nature and purpose of each reserve within owners’ equity are provided below:
•
•
•
•
•
•
•
Share capital represents the nominal value at 0.1p each of the shares in issue.
Share premium represents 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 represents amounts arising on the translation of the Group and
Company financial statements from Sterling to United States Dollars, as set out in the Statement of
Accounting Policies on pages 23 to 31, prior to the change in functional currency to United States Dollars.
The available for sale reserve represents 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 in the Company purchased 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.
56 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 57
25. Non-controlling Interests
Breckridge Investments (Private) Limited is a 50% owned subsidiary of the Company that has material non-
controlling interests (NCI). Control is exercised by the Group by virtue of a casting vote held by the Chairman of
the Company, who is the Chief Executive Officer of the Group.
African Consolidated Resources SRL is an 80% owned subsidiary of the Company which also has an NCI. This
follows the merger of this company with Mineral Mining in February 2016
Sinarom Mining Group SA is a 50.1% owned subsidiary of the Company which also has an NCI.
Summarised financial information for these three entities, before intra-group, eliminations, is presented below
together with amounts attributable to NCI:
For the year ended 31 March 2016
Revenue
Cost of sales
Gross Profit (loss)
Administrative expenses
Operating loss
Finance expense
Loss before tax
Tax expense/credit
Profit (loss) after tax
Total comprehensive profit (loss) allocated 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 2016
Assets:
Intangible assets
Property plant and equipment
Trade and other debtors
Deferred tax asset
Inventory
Cash and cash equivalents
Liabilities:
Trade and other payables
Loans and other borrowings
Accumulated non-controlling interests
Breckridge
Investments
$000’s
African
Consolidated
Resources
SRL
$000’s
Sinarom
Mining
Group SA
$000’s
5,388
(4,172)
1,216
(1,708)
(492)
(130)
(622)
1,658
1,036
473
(978)
(5,395)
4,571
(1,802)
–
–
–
(630)
(630)
–
(630)
–
(630)
432
(509)
(1,907)
1,575
(841)
1,812
(1,436)
376
(1,122)
(746)
–
(746)
–
(746)
(377)
(1,471)
(1,759)
3,234
4
Total NCI
$000’s
7,200
(5,608)
1,592
(3,460)
(1,868)
(130)
(1,998)
1,658
(340)
528
(2,958)
(9,061)
9,380
(2,639)
$000’s
$000’s
$000’s
$000’s
–
5,418
1,594
1,658
1,091
18
1,533
2,916
11,614
–
4,463
825
–
126
70
2,885
127
260
–
3,929
808
–
695
5
2,985
86
(356)
–
13,810
3,227
1,658
1,912
93
7,403
3,129
11,518
VAST RESOURCES 57
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 58
Notes to Financial Statements
continued
25. Non-controlling Interests continued
For the year ended 31 March 2015
Revenue
Administrative expenses
Operating loss
Finance expense
Loss before tax
Tax expense
Loss after tax
Total comprehensive loss allocated 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 2015
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
$000,s
Mineral
Mining SA
$000’s
Total NCI
$000’s
–
(525)
(525)
(1)
(526)
–
(526)
263
(412)
(1,248)
1,714
54
–
129
129
–
129
–
129
(26)
–
–
–
–
–
(396)
(396)
(1)
(397)
(397)
237
(412)
(1,248)
1,714
54
$000’s
$000’s
$000’s
18,806
1,222
39
4
54
(145)
(1,764)
11,140
–
2,621
–
61
–
(1,243)
–
(172)
18,806
3,843
39
65
54
(1,388)
(1,764)
10,968
26. Related party transactions
Company
Directors and key management emoluments are disclosed in note 6.
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 was subject to interest at 15% and was repaid by the issue of
154,649,140 shares at a value of 0.5p each, in June 2015.
Group
The non-controlling interest in African Consolidated Resources SRL, following the merger with Mineral Mining,
where 20% of the shareholding of the subsidiary is held by third parties (the “AP Group”), consisting as to a
majority of a director and senior executives of the group, namely:
Roy Tucker
Andrew Prelea
Senior Romanian management
Non related party
(Director)
(Executive)
2%
8%
2%
8%
At the reporting date there was an amount owing by African Consolidated Resources SRL to Ozone Homes SRL
(Ozone) of $89,428 (RON 351,891), (2015: $85,587) (RON 351,891) in respect of transactions undertaken by
Ozone in 2014. Ozone is a company controlled by Andrew Prelea, the senior Group executive in Romania.
58 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 59
At the reporting date there was an amount owing by Breckridge Investments (Private) Limited (Breckridge) to
Hopina Investments (Private) Limited (Hopina) of $1,150,000 (2015: nil) in respect of plant and equipment
disposed of to Breckridge at the commencement of operations at Pickstone Peerless Gold Mine. Hopina is a
company controlled by the non-controlling interest in Breckridge.
27. Contingent liabilities and capital commitments
Contingent liability – Zimbabwe Indigenisation
Indigenisation regulations extant stipulate that all Zimbabwean registered mining companies, with a net asset
value of $1 or more transfer not less than 51% of their issued shares to indigenous persons within a five-year
period. These regulations are relevant to both Vast Resources Zimbabwe (Private) limited and Canape
Investments (Private) Limited and their subsidiaries which are Group companies registered and operating in
Zimbabwe.
Following the investment agreement with the Group’s partner in the Pickstone-Peerless Gold Mine, these
regulations now come into effect in respect of the Group’s subsidiary, Breckridge Investments (Private) Limited.
Several announcements have been made in the local media of possible amendments to the current regulations
which are intended to reassure foreign investors in the Mining Sector. These have included suggestions that
local ownership of any mining company listed on the Zimbabwe Stock Exchange would be included in the
calculation of any indigenous shareholding. Further, in April 2016 the President of Zimbabwe made a public
statement that foreign mining companies operating in Zimbabwe would now comply with the Indigenisation
law through retained earnings rather than through the transfer of a controlling 51% shareholding to locals.
Compliance with the Indigenisation and Economic Empowerment Policy will now be the retention of value, in
the form of wages, salaries, taxation, community ownership schemes and other activities such as procurement
and linkage programmes. However, at the date of reporting these changes have not yet been incorporated into
the relevant regulations and their final effect remains uncertain.
All other Zimbabwean companies in the Group 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 affect any transfer of shareholding in these subsidiaries to any third party.
Counsel’s opinion supports this view.
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. It is the Group’s stated policy that it will comply with the Indigenisation Regulations
once they are clarified and codified.
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 their
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 Group legally held the claims. The High Court also ordered that
the diamonds, which had been seized from the Group’s offices in 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.
VAST RESOURCES 59
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 60
Notes to Financial Statements
continued
28. Litigation continued
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 sub-licence
During the year to 31 March 2015 the Group acquired an 80% interest in Mineral Mining, a Romanian entity
which was in administration and which owned the Baita Plai Polymetallic Mine and which has now been merged
with ACR SRL, as more fully explained in note 14. As previously reported, one of the debts due by Mineral Mining
in the insolvency was 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 Mineral Mining determined that it would not exceed
RON 2,500,000 (approximately US$625,000). Baita SA has lodged an appeal against Mineral Mining (now ACR
SRL) claiming that that the debt due should be determined as a definite sum of RON 2,500,000. Counsel to ACR
SRL is of the opinion that the claim by Baita SA will fail.
As previously reported, the Group has provided the full amount of RON 2,500,000 as a payable in the financial
statements.
There is a further sum of approximately $375,000 in respect of de-watering costs incurred by Baita SA in the
period June 2014 to September 2015, claimed by Baita SA. Counsel to ACR SRL has advised that this claim is
likely to fail.
29. Events after the reporting date
Crede Capital financing agreement
On 5 April 2016 the Company announced that it was withholding its consent to the issue of further shares and
warrants in terms of the second tranche of the financing arrangement entered into with Crede Capital CGIII Ltd
(Crede), more fully detailed in Note 22 above.
On 1 July 2016 at the General Meeting of the Company held on that date, the shareholders voted not to consent
to the increase of capital required to proceed with the third tranche of the agreement entered into with Crede.
This gave the Company the right to terminate the agreement, which right the Company exercised.
60 VAST RESOURCES
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Fund raising
On 12 April 2016 55,555,550 new ordinary shares were issued at a price of 0.24p; the net issue proceeds
amounted to $180,093 (£133,333). In addition, a total of 55,555,550 warrants were also issued, exercisable at
any time within five years, at an exercise price to be determined by a Black Scholes valuation of the share at
date of exercise.
On 6 July 2016 300,000,000 new ordinary shares were issued at a price of 0.285p: the total net issue proceeds
amounted to $1.14 million (£855,000). In addition, a total of 300,000,000 warrants were issued, exercisable at
0.5p at any time up to 30 June 2019. The Company also agreed to issue to Brandon Hill Capital Ltd, subject to
the granting of the relevant shareholder authorities, 5,701,754 warrants, being 5% of the number of those
shares issued under this placing, introduced by Brandon Hill Capital Ltd, entitling it to acquire one new Ordinary
Share for each warrant at any time up to 30 June 2019 at an exercise price of 0.285p. Further, the Company has
also agreed, subject to the granting of the relevant shareholder authorities, to issue a further 2,105,263 warrants
on similar terms to an introducer of finance under the Subscription.
On 8 July 2016 37,037,036 new ordinary shares were issued at a price of 0.36p; the net issue proceeds amounted
to $174,717 (£133,333). In addition, a total of 37,037,036 warrants were also issued, exercisable at any time
within five years, at an exercise price to be determined by a Black Scholes valuation of the share at date of
exercise.
On 14 July 2016 the Company announced an open offer to existing shareholders whereby the shareholders
were offered 12,212 new ordinary shares for each 100,000 shares already held, at an issue price of 0.285p,
together with one warrant for each new share issued, exercisable at a price of 0.5p at any time before 30 June
2019. On 1 August 2016 the Company announced that this offer had been successful and 51.87% of the offer
had been taken up. Accordingly, 181,992,582 new shares and warrants were issued, realising gross proceeds
from the offer of $692,497 (£518,678).
On 11 August 2016 128,035,087 shares were issued at a price of 0.285p; the issue proceeds amounted to
$475,959 (£364,900). In addition, one warrant was issued for each share issued, entitling the warrant holder to
acquire one new ordinary share at any time up to 30 June 2019, at an issue price of 0.5p per share.
Exercise of warrants
Warrants were exercised, and shares issued, as follows:
Date
1 April 2016
8 April 2016
19 April 2016
13 May 2016
20 June 2016
Warrants exercised
Shares issued
38,545,774
21,074,198
26,281,209
38,148,819
55,555,550
120,000,000
60,140,493
60,000,000
84,284,277
76,111,100
Bridging finance arrangement
On 16 May 2016 the Company announced that it had executed a bridge loan note with Darwin Capital Limited
(“Darwin”) for up to £1 million (the “Bridge Loan Note”). An initial note of £650,000 (“Initial Loan Note”, “Principal
Amount”), which would be used for ongoing working capital requirements, was issued on 16 May 2016 (“Issue
Date”).
The note matures on two dates; 50 per cent. of the Principal Amount (including all accrued and unpaid Interest
on 50 per cent. of the Principal Amount) on 10 July 2016 and the outstanding Principal Amount (including
associated accrued and unpaid interest) on 10 October 2016, or earlier upon acceleration or early redemption.
On 1 July 2016 the Company announced that it had been agreed that the first maturity date be extended to
30 July 2016; the first 50% of this facility (principal amount and accrued interest) was repaid on 29 July 2016.
VAST RESOURCES 61
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Notes to Financial Statements
continued
29. Events after the reporting date continued
Interest shall accrue at a rate of 20 per cent. per annum, calculated over a 365-day basis payable in arrears on
the maturity dates.
The Company has the option of an early redemption of the notes and will pay Darwin a redemption price equal
to 105 per cent. of the then outstanding Principal Amount plus all accrued and unpaid interest at any time
following the Issue Date.
If the Company fails to repay Darwin on either of the maturity dates, the Principal Amount will be increased to
120 per cent. of all outstanding payment obligations and the maturity dates will be changed to 10 January 2017
in the event of a default in July 2016 or to 10 April 2017 in the event of a default on 10 October 2016 (“the
Extension Periods”).
If the Company defaults and the maturity date or dates are extended, then at any time during the Extension
Periods Darwin would have the right to convert all of the then outstanding and unpaid total Principal Amount
and accrued Interest into ordinary shares of 0.1p each in Vast (“Ordinary Shares”). The conversion price would
be the lesser of the average share price on the Issue Date or 90% of the arithmetic average of the average share
price for 5 trading days selected by Darwin during the 20 trading days prior to and including the conversion date.
In order to cover the eventuality that part or all of the Bridge Loan Note is converted into Ordinary Shares, the
Company must keep available for issue 600,000,000 authorised and unissued Ordinary Shares free of pre-
emption rights from 30 June 2016. If the Company had such authorities over less than 600,000,000 shares on
30 June 2016, all amounts outstanding to Darwin would be deposited into an escrow account and would remain
in escrow until the necessary authorities were granted to enable the issue of up to 600,000,000 Ordinary Shares.
The Company did indeed hold these required authorities by 30 June 2016.
An additional drawdown of £350,000, repayable on 10 October 2016 and otherwise on the same terms as for
the Initial Loan Note as set out above, can be made by the Company subject to Darwin’s consent on any day
between 4 weeks and 12 weeks after the Issue Date.
The Bridge Loan Note is unsecured.
Grant of exploration rights at Baita Plai
On 11 May 2016, the Company announced that a new prospecting licence had been granted to its Romanian
subsidiary, African Consolidated Resources SRL, over the Faneata tailings dam located 7km from Baita Plai in
western Romania. This licence constitutes a separate right from the anticipated right to mine at Baita Plai itself,
which has been the subject of the merger process as previously reported.
The 4.6Mt tailings dam at Faneata is comprised of approximately 40 years of tailings from the high grade Baita
Plai. Historical data indicates that the tailings contain economic quantities of minerals, including gold, silver,
copper, lead and zinc. The Faneata tailings dam has the potential to be a stand-alone mining operation when
enhanced processing technologies, that have the ability to enable the economic extraction of the metalliferous
content of the tailings, are used.
A sampling programme undertaken by El Dore Mining Corporation Ltd (“El Dore”) in 2011 at the Faneata tailings
dam, where 36 samples were submitted to ALS Chemex in Romania for independent assay, estimated that the
4.6Mt tailings facility contains 4,080 tonnes of copper, 6,640 tonnes of zinc, 3,100 tonnes of lead, 35 tonnes of
silver and 309kg of gold in-situ.
The Company intends to implement a confirmatory drill programme at the beginning of the third quarter of
2016 on the El Dore estimates with an 825m auger drilling programme to prove up a JORC compliant Mineral
Resource. Thereafter, as part of a Feasibility Study on the Faneata tailings dam, bulk samples compiled from the
auger programme will be sent for metallurgical test work to determine the recoveries of the various metals
contained within the tailings dam.
62 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 63
Changes in corporate brokers
On 17 June 2016 the Company announced that it had terminated its brokerage agreement with Dowgate Capital
Stockbrokers, effective 5 September 2016.
On 1 July 2016 the Company appointed Brandon Hill Capital Limited as Joint Corporate Broker.
On 28 July 2016 the Company announced that it had terminated its brokerage agreement with Daniel Stewart
and Co Ltd, effective 30 September 2016, and that it had appointed Peterhouse Corporate Finance Limited as
Joint Corporate Broker.
30. Group subsidiaries
A full list of all subsidiary companies is given below:
Company
Country of
registration
Proportion
held by group
2016
2015
African Consolidated Resources SRL
Romania
80%
100%
African Consolidated Resources PTC Ltd *
ACR Nominees Limited
Breckridge Investments (Private) Limited
development
Cadex Investments (Private) Limited
Canape Investments (Private) Limited
development
Conneire Mining (Private) Limited
Dallaglio Investments (Private) Limited
Breckridge Investments (Private) Limited
Dashaloo Investments (Private) Limited
Exchequer Mining Services (Private) Limited
Fisherman Mining Limited
BVI
UK
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zambia
Heavystuff Investment Company (Private) Limited Zimbabwe
Zimbabwe
Kleton Investments (Private) Limited
Zimbabwe
Lafton Investments (Private) Limited
Zimbabwe
Lescaut Investments (Private) Limited
Zimbabwe
Lomite Investments (Private) Limited
Zimbabwe
Lotaven Investments (Private) Limited
Zimbabwe
Mayback Investments (Private) Limited
BVI
Millwall International Investments Limited
Romania
Mineral Mining SA **
nil
100%
50%
100%
100%
100%
50%
100%
100%
100%
100%
50%
100%
50%
100%
50%
50%
100%
nil
nil
100%
50%
100%
100%
100%
50%
100%
100%
100%
100%
50%
100%
50%
100%
50%
50%
100%
80%
Moorestown Limited
BVI
100%
100%
Mystical Mining (Private) Limited
Naxten Investments (Private) Limited
Nivola Mining (Private) Limited
Olebile Investments (Private) Limited
Perkinson Investments (Private) Limited
Possession Investment Services (Private) Limited
Rabame Investments (Private) Limited
Sackler Investments (Private) Limited
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
100%
100%
50%
100%
100%
100%
50%
100%
100%
100%
50%
100%
100%
100%
50%
100%
Nature of business
Mining exploration and
development
Nominee company
Nominee company
Mining exploration and
Claim holding
Mining exploration and
Claim holding
Holding Company for
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
Claim holding
Claim holding
Claim holding
Claim holding
VAST RESOURCES 63
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 64
Notes to Financial Statements
continued
30. Group subsidiaries continued
Company
Schont Mining Services (Private) Limited
Sinarom Mining Group SRL
Accufin Investments (Private) Limited
Aeromags (Private) Limited
Campstar Mining (Private) Limited
Chaperon Manufacturing (Private) Limited
Charmed Technical Mining (Private) Limited
Chianty Mining Services (Private) Limited
Corampian Technical Mining (Private) 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
Lyndock Investment Company (Private) Limited
Maglev Investment Services (Private) Limited
Malaghan Investments (Private) Limited
Methven Investment Company (Private) Limited
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
Warkworth Investment Services (Private) Limited
Wynton Investment Company (Private) Limited
Zimchew Investments (Private) Limited
Country of
registration
Zimbabwe
Romania
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Zimbabwe
Proportion
held by group
2016
2015
100%
50.1%
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%
nil
100%
100%
100%
100%
100%
100%
100%
100%
nil
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%
100%
100%
100%
100%
100%
100%
100%
Nature of business
Claim holding
Mining exploration and
development
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
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
*
**
***
The company has effective control of this entity
Merged with African Consolidated Resources SRL on 29 February 2016
Disposed of in March 2016
64 VAST RESOURCES
242506 Vast Resources R&A pp32-pp64 29/09/2016 21:10 Page 65
Company information
Directors
William Lionel Battershill
Roy Aubrey Pitchford
Roy Clifford Tucker
Eric Kevin Diack
Graham Paul Briggs
Non-Executive Chairman
Chief Executive Officer
Finance Director
Non-Executive Director
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
Auditors
Nominated & Financial Adviser
www.vastresourcesplc.com
Crowe Clark Whitehill LLP
St Bride’s House
10 Salisbury Square
London EC4Y 8EH
Strand Hanson Limited
26 Mount Row
Mayfair
London W1K 3SQ
Joint Corporate Brokers
Peterhouse Corporate Finance Limited
Eldon Street
London EC2M 7LD
Bankers
Registrars
Brandon Hill Capital Limited
1 Tudor Street
London EC4Y 0AH
Standard Bank Isle of Man Limited
Standard Bank House
1 Circular Road
Douglas
Isle of Man 1M1 1SB
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Registered number
05414325
VAST RESOURCES 65
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Notes
66 VAST RESOURCES
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Perivan Financial Print 242506
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