Zoltav Resources Inc. (Formerly Crosby Asset
Management Inc.)
Annual Report and Financial Statements
2011
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Corporate information
Board of Directors
Symon Drake-Brockman - Executive Chairman (appointed 3 August 2011)
Steven Lowden - Non Executive director (appointed 3 August 2011)
David Francis - Non Executive director (appointed 3 August 2011)
Robert Owen (resigned 3 August 2011)
Johnny Chan Kok Chung (resigned 3 August 2011)
Peter Moss (resigned 3 August 2011)
Audit Committee
Symon Drake-Brockman and Steven Lowden
Remuneration Committee
Symon Drake-Brockman and Steven Lowden
Nomination Committee
Symon Drake-Brockman and Steven Lowden
Company Secretary
Horizon Trustees (Switzerland) Ltd
Rue de St-Jean 30, 1203 Geneva, Switzerland
Nominated Adviser
Shore Capital & Corporate Limited
Bond Street House, 14 Clifford Street, London, W1S
4JU
Broker
Shore Capital Stockbrokers Limited
Bond Street House, 14 Clifford Street, London, W1S
4JU
Bankers
Deutsche Bank
Deutsche Bank International Limited, St Paul‟s Gate,
New Street, St Helier, Jersey JE4 8ZB, Channel
Islands
Solicitors
Pinset Mason
30 Crown Place, Earl Street, London EC2A 4ES.
Registrars
Computershare Investor Services (Jersey) Ltd
Queensway House, Hilgrove Street, St Helier, Jersey
JE1 1ES
Registered Office
Cricket Square, Hutchins Drive, PO Box 2681, Grand
Cayman KY1-111, Cayman Islands
Auditors
Deloitte LLP
Lord Coutanche House, 66-68 Esplande, St Helier,
Jersey JE4 8WA, United Kingdom
2
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Chairman’s report
During the year significant steps were taken to transform the direction and strategy of Zoltav Resources Inc. (the
“Company” or “ZOL”):
In August 2011 the previous board of the Company stepped down and a new board was appointed, following the
investment by ARA Capital Limited (“ARA”) into ZOL. I was appointed Executive Chairman and Steve Lowden
and David Francis joined the board as Non-Executive Directors. During the period from September through to
December, the board reduced overheads of the Company, including closing its offices in London at no cost to the
Company. We terminated a number of existing consultancy agreements with third party advisors.
The board is now confident that the Company is in a position to focus on its investing strategy to explore
opportunities in the natural resources sector.
During the year there were a number of key mile stones:
In the first quarter of 2011 the Company successfully completed a series of capital raisings for £2.25
million, to fund its investments into six listed natural resources companies.
In April ARA Capital Limited acquired a 25% interest in the Company. This was increased to 40% in
August, and to 45% in November.
In September Old Church Street Holdings Limited sold its stake below 3%
In November and December Mark Tompkins acquired a stake of 9.06% in the Company. This has
subsequently increased to 12.02% in 2012.
In January 2012 we realised a profit of $36,000 by selling three of our investments in Russian oil and
gas companies.
Outlook
In the first six months of 2012, we have seen presidential elections in Russia and unprecedented dislocation in
the European markets. This has led to a sharp decline in natural resources prices in the past three months. The
board believes the global economic scenario will continue to put pressure on commodity prices in the second half
of the year. We continue to focus on potential acquisitions that will provide value to our shareholders. However,
we do see some need for an adjustment in the expectations on the part of sellers in the current market. The
board believes that the current decline in commodity prices will provide significant opportunities in the second half
of 2012.
Symon Drake-Brockman
Chairman
3
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
The Board of Directors – Profiles
Symon Drake-Brockman - Executive Chairman
Symon Drake-Brockman, 49, has a wealth of experience from a long career in finance covering both
debt and equity markets. He was formerly chief executive officer of RBS Global Banking and Markets in
the Americas and chief executive officer of RBS Greenwich Capital, Global head of RBS' Debt Markets
division and board member of RBS Global Banking and Markets. Mr Drake-Brockman previously held
senior positions with ING Barings and JP Morgan in London, New York, Tokyo and Hong Kong. He is
currently a Non Executive on the board of Nexus Energy in Australia, and the Managing Partner of
Pemberton, the London based Private Equity firm.
Steven Lowden - Non Executive director
Steven Lowden, 52, has over 25 years experience in the international oil and gas industry across
exploration, development, production and gas liquefaction. Throughout his career in the oil industry Mr
Lowden has worked around the world but has spent a considerable time working on projects in the
FSU. Mr Lowden has previously held positions with Premier Oil plc, including chief petroleum engineer,
general manager for development and production and an executive director of the board, and, more
recently at Marathon Oil Company as president of Marathon International, head of corporate business
development and an officer of the company. Mr Lowden has also been involved with two private energy
businesses. He is currently on the board of Nexus Energy.
David Francis - Non Executive director
David Francis, 42, has had a successful 24 year career in the financial services sector. David spent 17
years within the RBS/Natwest Group, leaving in 2004 when he was Senior Vice President of Coutts
Offshore. David bought into Horizon Group, and became Group CEO and major shareholder,
overseeing expansion in Jersey and overseas. David has also been instrumental in establishing
property ventures in CEE countries and was part of the consortium that acquired Handmade Films in
2010. David was President of the Chartered Institute of Bankers in Jersey from 2001 to 2003.
4
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Directors’ report for the year ended 31 December 2011
The Directors present their annual report together with the audited financial statements for the year ended 31
December 2011.
Principal activity
The principal activity of the Company was previously that of a holding company of a group of companies engaged
in the business of asset management. Following the disposal of all the subsidiaries to its former holding
company, Crosby Capital Limited on 4 October 2010, the Company has become an investing company, seeking
investment opportunities in the natural resources sector.
Business review
A review of the business for the year and of future developments is given in the Chairman‟s Report on page 3.
The Company has not yet set any key performance indicators as it is a newly formed investing company. The
Directors will consider appropriate performance indicators as the Company develops. The criteria used by the
Board to assess the Company‟s internal controls are disclosed under „Internal control‟ below.
Results
The results of the Company are as shown on pages 12 and 13.
Dividends
The Directors do not recommend the payment of a final dividend and no interim dividend was paid in the year
(2010: $375,000).
Share capital
Details of movements in the share capital of the Company during the year are set out in note 14 to the financial
statements. The Company‟s policy in respect of share capital is set out in note 20.
Reserves
Details of movements in the reserves of the company during the year are set out in the statement of changes in
equity on pages 15 and 16.
Directors
The membership of the Board who served during the year is set out on page 2.
Going concern
The Directors have prepared cash flow forecasts through to 31 July 2013, which take account of the following:
the running costs of the Company as an investing company; and
no acquisition will be undertaken unless sufficient funds are available to complete that acquisition and
projected acquisitions.
The forecasts indicate sufficient cash balances remain throughout the period to 31 July 2013. For this reason,
they continue to adopt the going concern basis in preparing the financial statements.
Directors’ interests
Certain Directors have owned shares of the Company during the year ended 31 December 2011.
Interests in the ordinary shares of the Company are as follows:
31 December 2011
Ordinary
Percentage
of existing
share capital
1 January 2011
Ordinary
Percentage
of existing
share capital
Symon Drake-Brockman
David Francis
Steve Lowden
9,381,108
3,754,244
–
13,135,352
2.5%
1.0%
–
3.5%
-
-
-
-
-
-
-
-
5
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Directors’ report for the year ended 31 December 2011 continued
Substantial shareholdings
The interests in excess of 3% of the issued share capital of the Company which have been notified to the
Company as at 31 December 2011 were as follows:
ARA Capital Limited
Mark Nicholas Tompkins
Ordinary
Percentage
of existing
share capital
168,860,154
38,000,000
206,860,154
45.00
10.13
55.13
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the annual report and financial statements in accordance with
applicable law and regulations.
AIM Rules for Companies require 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 European Union. The financial statements are required to give a
true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
International Accounting Standard 1 requires that financial statements present fairly for each financial year the
Company's financial position, financial performance and cash flows. This requires the faithful representation of
the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria
for assets, liabilities, income and expenses set out in the International Accounting Standards Board's „Framework
for the preparation and presentation of financial statements‟. In virtually all circumstances, a fair presentation will
be achieved by compliance with all applicable IFRSs. However, directors are also required to:
properly select and apply accounting policies;
present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient
to enable users to understand the impact of particular transactions, other events and conditions on the
entity's financial position and financial performance; and
make an assessment of the Company's ability to continue as a going concern.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at
any time the financial position of the Company. 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.
The directors are responsible for the maintenance and integrity of the corporate and financial information
included on the company‟s website.
Financial risk management objectives and policies
Details of the financial risk management objectives and policies are provided in note 20 to the financial
statements.
Auditor
Deloitte LLP were appointed as auditor on 2 April 2012 and have expressed their willingness to continue in office.
For and on behalf of the Board
Symon Drake-Brockman
Chairman
6
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
1 July 2012
Corporate governance report for the year ended 31 December 2011
The Board is committed to high standards of corporate governance and supports the Combined Code on
Corporate Governance (the “Code”). The Company‟s application of the principles of the Code takes into account
the size of the Company, and the fact that the Company‟s shares are quoted on the AIM market of the London
Stock Exchange and therefore the Company can, if it chooses to, comply with the Code.
The following statement explains our governance policies and practices, and provides an insight into how the
management runs the business for the benefit of shareholders.
The Board
The Company supports the concept of an effective Board, which is collectively responsible for the success of the
Company. The Board currently comprises of the Executive Chairman and two Independent Non-Executive
Directors. Biographies of the directors and details of their committee memberships appear on page 9.
The principal role of the Board is to provide strategic leadership to the Company within a framework of prudent
and effective controls, which enables risk to be assessed and managed. The Board‟s key objective is currently to
identify suitable acquisition targets in the natural resources sector. The Board sets the Company‟s values and
standards, and ensures that its obligations to shareholders and others are met and understood.
The Board is responsibility for:
approving the remuneration of the Directors (based on the recommendations of the Remuneration
Committee);
approving the Interim and Annual Reports (based on recommendations of the Audit Committee);
approving potential investment opportunities;
approving any decision to cease to operate all or any material part of the Company‟s business;
approving any changes relating to the Company‟s capital structure, including the reduction of capital,
share issues and share buy backs; and
approval of dividend policy and declaration of interim and final dividends.
The Board meets at least quarterly to discuss opportunities available to the Company as a whole.
The Company maintains insurance for Directors and Officers of the Company.
The Chairman of the Board is executive and is responsible for the leadership and effective running of the Board,
including the interaction between executive and non-executive members, and for ensuring that the Board is kept
appropriately informed about the business activities of the Company. The Chairman also seeks to ensure
effective communication with shareholders and other stakeholders.
The Board has access to the Company‟s auditor to advise them on financial, governance and regulatory matters.
Any Director wishing to do so in the furtherance of his duties may take independent professional advice at the
Company‟s expense. This also applies to any Director in his capacity as a member of the Audit, Remuneration or
Nomination committees. Through the Chairman the Directors also have access to the Company Secretary,
Horizon Trustees (Switzerland) Limited.
The Board considers that the Independent Non-Executive Director is free from any relationship that could
materially interfere with the exercise of his independent judgement, and they have ensured that he has had
sufficient time to carry out his duties. The Board has contained at least one Independent Non-Executive Director
throughout the year.
As the Board currently has only two Non-Executive Directors (in addition to the Executive Chairman) it does not
believe that it is necessary to appoint a Senior Independent Director at present as provided for by the Code.
The Board is supported by specialised committees ensuring that sound governance procedures are followed. The
Corporate Governance section of the Company‟s website includes the terms of reference of the Audit,
Remuneration and Nomination committees at www.zoltav.com.
7
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Corporate governance report for the year ended 31 December 2011 continued
Board Committees
The Audit Committee
The Audit Committee currently comprises Symon Drake-Brockman (Chairman) and Steve Lowden. The Board is
satisfied that collectively the Audit Committee has sufficient, recent and relevant financial experience.
The duties of the Audit Committee are to review the financial information of the Company, to oversee the
Company‟s financial reporting processes and internal control systems, and to manage the relationship with the
Company‟s external auditor. The Audit Committee also has primary responsibility for making recommendations
on the appointment, re-appointment and removal of the external auditor, and for approving any significant non-
audit services provided by the external auditor to ensure that objectivity and integrity are safeguarded. The Audit
Committee reports its work, findings and recommendations to the Board after each meeting.
The Audit Committee has met the Independent Auditor during the year to review the 2011 Annual Report. The
Audit Committee also met to review these results and those for the six months ended 30 June 2011 and was
satisfied with the outcome of its review.
The Remuneration Committee
The Remuneration Committee currently comprises Symon Drake-Brockman (Chairman) and Steve Lowden.
David Francis takes no part in setting his own remuneration and is not present when the Remuneration
Committee discusses his remuneration.
The principal functions of the Remuneration Committee include recommending to the Board the policy and
structure for the remuneration of the Chairman, Executive Directors and (as determined by the Board) senior
management, determining the remuneration packages of the Chairman, the Executive Directors and senior
management, reviewing and approving performance-based remuneration and compensation for loss or
termination of office payable to Executive Directors and senior management, ensuring that no Director is involved
in deciding his own remuneration and approving the service contracts of Directors and senior management.
As the Company is an investing company and is seeking acquisition opportunities in the natural resources sector,
it currently has no employees other than its Directors.
The Report on Remuneration is set out on pages 8 to 10.
The Nomination Committee
The Nomination Committee comprises Symon Drake-Brockman (Chairman) and Steve Lowden. The principal
function of the Nomination Committee is to lead the process for appointments to the Board and make
recommendations to the Board based on their evaluation of the balance of skills, knowledge and experience on
the Board.
8
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Corporate governance report for the year ended 31 December 2011 continued
Attendance at Board and Committee Meetings
The table below sets out the number of meetings of the Board and its committees during the year and attendance
by members at those meetings.
Board
meetings
Audit
Committee
Remuneration
committee
7
7
6
7
2
2
3
2
-
-
-
2
2
-
2
-
-
-
2
2
Meetings held during the year
Meetings attended during the year
Robert Owen *1
Johnny Chan *1
Peter Moss *1
Symon Drake-Brockman *2
Steve Lowden *2
David Francis *2
*1 Resigned 3 August 2011
*2 Appointed 3 August 2011
Internal control
The Board is responsible for maintaining a strong system of internal control and risk management to safeguard
shareholders‟ investments and the Company‟s assets. The system of internal control is designed, taking into
account the Company‟s business objectives and strategy, to provide reasonable, but not absolute, assurance
against material misstatement or loss.
The criteria the Board uses to assess the effectiveness of the system of internal control include:
The nature and extent of the risks facing the Company;
The extent and categories of risk that the Board regards as acceptable for the Company to bear;
The likelihood of the risks materialising and the financial impact of the risks;
The Company‟s ability to reduce the incidence and impact on the business of risks that do materialise;
and
The costs of operating particular controls relative to the benefit thereby obtained.
The Board has considered the need for an internal audit function but has decided, after taking into account the
current status of the Company as an investing company, such a function is not at present justified. This decision
will be kept under review once an acquisition is completed.
Relations with Shareholders
The Company believes that effective communication with shareholders is of utmost importance. It has an
established cycle for communicating trading results at the interim and year-end stages and, as appropriate, of
providing business updates via the Regulatory News Service and press releases.
The Company makes information available through regulatory announcements and its interim and annual reports.
Copies of all such communications can be found on the Company website, www.zoltav.com.
Report on remuneration
Introduction
The Board recognises that Directors‟ and employees‟ remuneration is of legitimate concern to shareholders, and is
committed to following good practice and to ensuring that the interests of the Directors and employees are aligned
with those of shareholders.
9
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Corporate governance report for the year ended 31 December 2011 continued
Report on remuneration continued
On 10 August 2005, the Company established a Remuneration Committee, details of which are provided in the
Corporate Governance Report above. The Remuneration Committee is responsible for determining policy on
remuneration for, and the annual remuneration of, the Chairman, Executive Director, the Non-Executive Directors
and senior management (as determined by the Board). No Director is involved in determining his own
remuneration.
Policy on remuneration
The Company aims to set levels of remuneration that are sufficient to attract, retain and motivate Directors and
senior management of the quality required to run the Company successfully, whilst ensuring that the interests of
Directors and employees are aligned with those of shareholders. The Company operates within a competitive
environment in which the Company‟s performance depends on the individual contributions of the Directors.
When determining annual salaries and performance-based remuneration the Company takes into account the
following factors:
direct and indirect contribution towards both the Company‟s current profitability;
the development of businesses or transactions that may help achieve the Company‟s objective in future
years;
the quality of earnings, in the context of market conditions, as well as the quantity of earnings;
vision and innovation;
remuneration levels and practices in other firms engaged in similar activities; and
incentive to continue to contribute to the Company‟s objectives
Directors‟ remuneration
The remuneration of the Directors is shown in the tables below: Year ended 31 December 2011.
Symon
Drake-
Brockman
US$
Steven
Lowden
US$
David
Francis
US$
96,250
96,250
61,600
61,600
61,600
61,600
Robert
Owen
US$
38,490
38,490
Peter
Moss
US$
Johnny
Chan
US$
Total
US$
89,722
89,722
13,521
13,521
361,183
361,183
-
-
-
121,717
34,133
617,140
772,990
2011
Salary
Total
2010
Share price
During the year, the share price of the Company traded in the range of 1.6 pence to 6.725 pence. At 31
December 2011, the share price of the Company stood at 6.725 pence.
10
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ZOLTAV RESOURCES INC.
We have audited the financial statements of Zoltav Resources Inc. (previously Crosby Asset Management Inc.)
(„the company‟) for the year ended 31 December 2011 which comprise the income statement, statement of
comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows
and the related notes 1 to 24. 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.
This report is made solely to the company‟s members, as a body, in accordance with our engagement letter
dated 07 May 2012. Our audit work has been undertaken so that we might state to the company‟s members
those matters we are required to state to them in an auditors‟ report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company‟s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
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 directors‟ report to identify material inconsistencies
with the audited financial statements. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion:
the financial statements give a true and fair view of the state of the company‟s affairs as at 31 December
2011 and of its loss for the year then ended; and
the financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union.
Deloitte LLP
Chartered Accountants
St. Helier, Jersey
1 July 2012
11
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Income Statement for the year ended 31 December 2011
Continuing operations
Unrealised gain on financial assets at fair value through profit
or loss
Other income
Administrative expenses
Other operating expenses
Loss from operations
Finance costs
Loss before taxation
Taxation
Loss for the year from continuing operations
Discontinued operations
Profit from discontinued operations
(Loss)/profit for the year
Attributable to:
Owners of the Company
Loss for the year from continuing operations
Profit from discontinued operations
Non-controlling interests
Profit from discontinued operations
(Loss) /profit for the year
Notes
2011
US$'000
2010
US$'000
12
5
6
9
16
51
77
(2,417)
(51)
(2,340)
-
(2,340)
-
(2,340)
-
175
(763)
(329)
(917)
(24)
(941)
-
(941)
-
(2,340)
2,667
1,726
(2,340)
-
(2,340)
-
(2,340)
(941)
1,752
811
915
1,726
(Loss)/profit per share attributable to owners of the
Company during the year
10
US cents
US cents
Basic
Continuing operations
Discontinued operations
Diluted
Continuing operations
Discontinued operations
The accompanying notes form an integral part of these financial statements.
(0.63)
-
(0.63)
(0.62)
-
(0.62)
(0.36)
0.67
0.31
(0.35)
0.65
0.30
12
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Statement of comprehensive income for the year ended 31 December
2011
(Loss)/profit for the year
Other comprehensive income:
Exchange differences on translating foreign operations
Exchange differences arising from disposal of foreign subsidiaries
Other comprehensive loss for the year before and net of tax
2011
2010
US$'000
US$'000
(2,340)
1,726
-
-
-
181
(743)
(562)
Total comprehensive (loss)/income for the year before and net of tax
(2,340)
1,164
Attributable to:
Owners of the Company
Non-controlling interests
(2,340)
-
(2,340)
249
915
1,164
The accompanying notes form an integral part of these financial statements.
13
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Statement of Financial Position as at 31 December 2011
Notes
2011
US$'000
2010
US$'000
ASSETS
Non-current assets
Property, plant and equipment
Current assets
Trade and other receivables
Financial assets at fair value through profit or loss
Cash and cash equivalents
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Total liabilities
EQUITY
Share capital
Share premium
Other reserves
Total equity/(capital deficiency) attributable to owners of the
Company
Total equity and liabilities
11
12
13
14
-
-
50
1,166
339
1,555
1,555
130
130
38
38
17
-
73
90
128
386
386
3,752
8,892
(11,219)
1,425
1,555
3,098
6,022
(9,378)
(258)
128
The financial statements were approved by the Board of Directors and authorised for issue on 1 July 2012.
Symon Drake-Brockman
Chairman
The accompanying notes form an integral part of these financial statements.
14
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Statement of changes in equity for the year ended 31 December 2011.
Equity/(capital deficiency) attributable to owners of the Company
31 December 2010
Share
capital
Share
premium
Capital
reserve
At 1 January 2010
Employee share-based
compensation
Lapse of share options
Issue of shares for repayment
of loan
Effect of exercising share
options of a subsidiary
Dividend paid to non-
controlling shareholders
Release on disposal of
subsidiaries
Reserves appropriation upon
disposal of subsidiaries
Transactions with owners
Profit for the year
Other comprehensive
income:
Available-for-sale investments
gain on revaluation
Recycle to income statement:
Provision for impairment
Upon disposal of
subsidiaries
Exchange difference:
On translating foreign
exchange operations
On recycle to income
statement upon disposal of
subsidiaries
Total comprehensive
income for the year
At 31 December 2010
US$’000
2,435
US$’000
6,344
US$’000
23,455
-
-
-
-
663
(322)
-
-
-
-
-
-
-
-
-
-
-
-
-
663
-
-
-
-
-
-
(322)
-
16,989
16,989
-
-
-
-
-
-
-
-
-
-
3,098
-
6,022
-
40,444
-
1,235
The accompanying notes form an integral part of these financial statements.
Employee
share-based
compensation
reserve
US$’000
3,254
Foreign
exchange
reserve
Investment
revaluation
reserve
Retained
deficit
Total
Non-
controlling
interests
Total
equity/capital
deficiency
US$’000
25
US$’000
-
US$’000
(36,505)
US$’000
(992)
US$’000
1,030
US$’000
38
176
(2,081)
-
(32)
-
-
(82)
(2,019)
-
-
-
-
-
-
-
-
-
-
-
543
543
-
-
-
175
(743)
(568)
-
-
-
-
-
-
-
-
2,081
-
-
-
-
(6)
(6)
-
(17,444)
(15,363)
811
322
6
(322)
-
-
6
-
-
-
-
-
811
(51,057)
176
-
341
(32)
-
-
-
485
811
322
6
(322)
175
(743)
249
(258)
1
-
-
45
177
-
341
13
(375)
(375)
(1,616)
(1,616)
-
(1,945)
915
-
(1,460)
1,726
-
-
-
-
915
-
322
6
(322)
175
(743)
1,164
(258)
15
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Statement of changes in equity for the year ended 31 December 2011 continued
Equity/(capital deficiency) attributable to owners of the Company
31 December 2011
Share
capital
Share
premium
Capital
reserve
At 1 January 2011
Employee share-based
compensation
Lapse of share options
Issue of shares
Transactions with owners
Loss for the year
US$’000
3,098
US$’000
6,022
US$’000
40,444
-
-
654
654
-
-
-
2,870
2,870
-
-
-
-
-
-
At 31 December 2011
3,752
8,892
40,444
Employee
share-based
compensation
reserve
US$’000
1,235
499
(1,235)
-
(736)
-
499
The accompanying notes form an integral part of these financial statements.
Foreign
exchange
reserve
Investment
revaluation
reserve
Retained
deficit
Total
Non-
controlling
interests
Total
equity/capital
deficiency
US$’000
-
US$’000
-
US$’000
(51,057)
US$’000
(258)
US$’000
-
US$’000
(258)
-
-
-
-
-
-
-
-
-
-
-
-
-
1,235
-
1,235
499
-
3,524
4,023
(2,340)
(2,340)
(52,162)
1,425
-
-
-
-
-
-
499
-
3,524
4,023
(2,340)
1,425
16
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Statement of cash flows for the year ended 31 December 2011
Operating activities
Continuing operations
Loss before taxation
Adjustments for:
Finance costs
Employee share-based compensation
Unrealised gain on financial assets at fair value through profit or loss
Depreciation of property, plant and equipment
Write off of property, plant and equipment
Waiver of amounts due to former fellow subsidiaries
Foreign exchange gains
Operating cash flow before working capital changes
Increase in trade and other receivables
(Decrease)/Increase in trade and other payables
Net cash outflow used in operating activities from continuing operations
Discontinued operations
Net cash outflow used in operating activities from discontinued operations
Net cash outflow used in operating activities
Investing activities
Continuing operations
Purchase of property and equipment
Purchase of investment securities
Net cash outflow used in investing activities from continuing operations
Discontinued operations
Net cash outflow used in investing activities from discontinued operations
Net cash outflow used in investing activities
2011
US$'000
2010
US$'000
(2,340)
-
499
(51)
40
30
-
-
(1,822)
(32)
(256)
(2,110)
(941)
24
101
-
22
-
(157)
(5)
(956)
(4)
42
(918)
-
(2,110)
(2,296)
(3,214)
(32)
(1,115)
(1,147)
-
-
-
-
(1,147)
(3,856)
(3,856)
Financing activities
Continuing operations
Loan from a former fellow subsidiary
Issue of share capital
Net cash inflow generated from financing activities from continuing operations
Discontinued operations
Net cash outflow used in financing activities from discontinued operations
Net cash inflow generated from used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents as at 1 January
Effect of exchange rate fluctuations
Cash and cash equivalents as at 31 December
The accompanying notes form an integral part of these financial statements.
-
3,523
3,523
-
3,523
266
73
-
339
1,000
-
1,000
(564)
436
(6,634)
6,723
(16)
73
17
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
1.
General information
The Company was incorporated in the Cayman Islands, which does not prescribe the adoption of any particular
accounting framework. The Board has therefore adopted International Financial Reporting Standards (“IFRSs”)
issued by the International Accounting Standards Board and as adopted by the European Union. The Company‟s
shares are listed on the AIM of London Stock Exchange. The financial statements are prepared in United States
Dollars.
The Company previously acted as the holding company of a group. Following the disposal of all the subsidiaries
to its former holding company, Crosby Capital Limited on 4 October 2010, the Company has become an investing
company with no subsidiary undertakings.
The financial statements for the year ended 31 December 2011 (including the comparatives for the year ended
31 December 2010) were approved by the Board of Directors on 1 July 2012. Amendments to the financial
statements are not permitted after they have been approved.
2. Adoption of new and revised Standards
In the current year, the new and revised Standards and Interpretations adopted have not affected the amounts
reported in these financial statements.
Standards not affecting the reported results nor the financial position
The following new and revised Standards and Interpretations have been adopted in the current year. Their
adoption has not had any significant impact on the amounts reported in these financial statements but, with the
exception of the amendment to IFRS 1, may impact the accounting for future transactions and arrangements.
Amendment to IFRS 3
Business Combinations
IFRS 3 has been amended such that only those non-controlling interests which
are current ownership interests and which entitle their holders to a proportionate
share of net assets upon liquidation can be measured at fair value or the
proportionate share of net identifiable assets. Other non-controlling interests are
measured at fair value, unless another measurement basis is required by IFRSs.
Amendment to IFRS 7
Financial Instruments:
Disclosures
The amendment clarifies the required level of disclosure around credit risk and
collateral held and provides relief from disclosure of renegotiated financial
assets.
Amendment to IFRS 1
Limited Exemption from
Comparative IFRS 7
Disclosures for First-time
Adopters
The amendment provides a limited exemption for first-time adopters from
providing comparative fair-value hierarchy disclosures under IFRS 7.
IAS 24 (2009) Related Party
Disclosures
The revised Standard has a new, clearer definition of a related party, with
inconsistencies under the previous definition having been removed.
Amendment to IAS 32
Classification of Rights
Issues
Under the amendment, rights issues of instruments issued to acquire a fixed
number of an entity‟s own non-derivative equity instruments for a fixed amount in
any currency and which otherwise meet the definition of equity are classified as
equity.
Amendments to IFRIC 14
Prepayments of a Minimum
Funding Requirement
The amendments now enable recognition of an asset in the form of prepaid
minimum funding contributions.
Improvements to IFRSs 2010 Aside from those items already identified above, the amendments made to
standards under the 2010 improvements to IFRSs have had no impact on the
group.
18
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
2.
Adoption of new and revised Standards continued
At the date of authorisation of these financial statements, the following Standards and Interpretations which have
not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet
been adopted by the EU):
Severe Hyperinflation and Removal of Fixed Dates for First-time
IFRS 1 (amended)
adopters
IFRS 7 (amended) Disclosures – Transfers of Financial Assets
IFRS 9
IFRS 10
IFRS 11
IFRS 12
IFRS 13
IAS 1 (amended)
IAS 12 (amended)
IAS 19 (revised)
IAS 27 (revised)
IAS 28 (revised)
IFRIC 20
Financial Instruments
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Presentation of Items of Other Comprehensive Income
Deferred Tax: Recovery of Underlying Assets
Employee Benefits
Separate Financial Statements
Investments in Associates and Joint Ventures
Stripping Costs in the Production Phase of a Surface Mine
The directors do not expect that the adoption of the standards listed above will have a material impact on the
financial statements of the Company in future periods, except as follows:
IFRS 9 will impact both the measurement and disclosures of Financial Instruments;
IFRS 13 will impact the measurement of fair value for certain assets and liabilities as well as the associated
disclosures;
Beyond the information above, it is not practicable to provide a reasonable estimate of the effect of these
standards until a detailed review has been completed.
3. Summary of significant accounting policies
(a)
Basis of preparation
The significant accounting policies that have been used in the preparation of these financial statements are
summarised below. These policies have been consistently applied to all the years presented unless otherwise
stated. The adoption of new or amended IFRSs and the impacts on the financial statements, if any, are disclosed
in note 2 to the financial statements.
The financial statements have been prepared under historical cost basis except for financial instruments
classified as fair value through profit or loss, which are measured at fair value. The measurement bases are fully
described in the accounting policies below.
The Directors note that during the year ended 31 December 2010, all of the previous group‟s trading subsidiaries
were disposed. The Company is now an investing company, seeking opportunities in the natural resources
sector.
The Directors have prepared cash flow forecasts through to 31 July 2013, which take account of the following:
the running costs of the Company as an investing company; and
no acquisition will be undertaken unless sufficient funds are available to complete that acquisition and
projected acquisitions.
The forecasts indicate sufficient cash balances remain throughout the period to 31 July 2013. For this reason,
they continue to adopt the going concern basis in preparing the consolidated financial statements.
It should be noted that accounting estimates and assumptions are used in preparation of the financial statements.
Although these estimates are based on management‟s best knowledge and judgement of current events and
actions, actual results may ultimately differ from those estimates. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the financial statements
are set out in note 4 to the financial statements.
19
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
3. Summary of significant accounting policies continued
(b) Property, plant and equipment
Measurement bases
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The cost
of an asset comprises its purchase price and any directly attributable costs of bringing the asset to the working
condition and location for its intended use. Subsequent costs are included in the asset‟s carrying amount or
recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the Company and the cost of the item can be measured reliably. All other costs, such as
repairs and maintenance are charged to the income statement during the financial period in which they are
incurred.
The gain or loss arising from a retirement or disposal is determined as the difference between the sales proceeds
and the carrying amount of the assets, and is recognised in the income statement.
Depreciation
Depreciation is provided to write off the cost of property, plant and equipment less their residual values over their
estimated useful lives, using the straight-line method, at the following rates per annum:
Office equipment
33 1/3%
The assets‟ residual values, depreciation method and useful lives are reviewed, and adjusted if appropriate, at
each reporting date.
Leases
(c)
An arrangement, comprising a transaction or a series of transactions, is or contains a lease if the Company
determines that the arrangement conveys a right to use a specific asset or assets for an agreed period of time in
return for a payment or a series of payments. Such a determination is made based on an evaluation of the
substance of the arrangement and is regardless of whether the arrangement takes the legal form of a lease.
Classification of assets leased to the Company
Assets that are held by the Company under leases which transfer to the Company substantially all the risks and
rewards of ownership are classified as being held under finance leases. Leases which do not transfer
substantially all the risks and rewards of ownership to the Company are classified as operating leases.
Assets acquired under finance leases
Where the Company acquires the use of assets under finance leases, the amounts representing the fair value of
the leased asset, or, if lower, the present value of the minimum lease payments, of such assets, are included in
property, plant and equipment and the corresponding liabilities, net of finance charges, are recorded as
obligations under finance leases.
Subsequent accounting for assets held under finance lease corresponds to those applied to comparable acquired
assets. The corresponding finance lease liability is reduced by lease payments less finance charges.
Finance charges implicit in the lease payments are charged to the income statement over the period of the lease
so as to produce an approximately constant periodic rate of charge on the remaining balance of the obligations
for each accounting period. Contingent rentals are charged to the income statement in the accounting period in
which they are incurred.
Operating lease charges as the lessee
Where the Company has the rights to use of assets held under operating leases, payments made under the
leases are charged to the income statement on a straight-line basis over the lease terms except where an
alternative basis is more representative of the time pattern of benefits to be derived from the leased assets.
Lease incentives received are recognised in the income statement as an integral part of the aggregate net lease
payments made. Contingent rentals are charged to the income statement in the accounting period in which they
are incurred.
20
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
3. Summary of significant accounting policies continued
(d)
Foreign currencies
The financial statements are presented in United States Dollars, which is also the functional currency of the
Company.
Foreign currency transactions are translated into the functional currency of the individual entity using the
exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are recognised in
the income statement.
Foreign exchange gains and losses arising from translation of foreign operations are recognised in the statement
of comprehensive income.
Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates
prevailing on the date when the fair value was determined and are reported as part of the fair value gain or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
(e)
Financial instruments
Financial assets and financial liabilities are recognised when and only when, the Company becomes a party to
the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value
through profit or loss are recognised immediately in the income statement.
Financial assets
The Company classifies its financial assets other than hedging instruments into one of the following categories:
financial assets at fair value through profit or loss, available-for-sale investments and loans and receivables.
Regular purchases of financial assets are recognised on the trade date. Management determines the
classification of its financial assets at initial recognition depending on the purpose for which the financial assets
were acquired and where allowed and appropriate, re-evaluates this designation at every reporting date. The
accounting policies adopted for each category are set out below.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading and financial assets
designated upon initial recognition at fair value through profit or loss. Financial assets are classified as held for
trading if they are acquired for the purpose of selling in the near term, or it is part of a portfolio of identified
financial instruments that are managed together and for which there is evidence of a recent pattern of short-term
profit-taking.
Financial assets may be designated at initial recognition as at fair value through profit or loss if the following
criteria are met:
(i)
(ii)
the designation eliminates or significantly reduces the inconsistent treatment that would otherwise arise
from measuring the assets or recognising gains or losses on them on a different basis; or
the assets are part of a group of financial assets which are managed and their performance is evaluated
on a fair value basis, in accordance with a documented risk management strategy and information about
the Company of financial assets is provided internally on that basis to the key management personnel.
Subsequent to initial recognition, the financial assets included in this category are measured at fair value with
changes in fair value recognised in the income statement. Fair value is determined by reference to active market
transactions or using a valuation technique where no active market exists. Fair value gains or losses do not
include any dividend or interest earned on these financial assets. Dividend and interest income is recognised in
accordance with the Company‟s policies in note 3 to the financial statements.
21
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
3. Summary of significant accounting policies continued
(e)
Financial instruments continued
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are subsequently measured at amortised cost using the effective interest
method, less any impairment losses. Amortised cost is calculated taking into account any discount or premium on
acquisition and includes fees that are an integral part of the effective interest rate and transaction cost.
Impairment losses on loans and receivables are provided for when objective evidence is received that the
Company will not be able to collect amounts due to it in accordance with the original terms of the receivables.
The amount of the loss is measured as the difference between the asset‟s carrying amount and the present value
of estimated future cash flows, excluding future credit losses that have not been incurred, discounted at the
financial asset‟s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The
amount of the loss is recognised in the income statement for the period in which the impairment occurs.
Objective evidence of impairment of individual financial assets includes observable data that comes to the
attention of the Company about one or more of the following loss events:
(i)
(ii)
(iii)
(iv)
significant financial difficulty of the debtor;
a breach of contract, such as default or delinquency in interest or principal payments;
it becoming probable that the debtor will enter bankruptcy or other financial reorganisation; and
significant changes in the technological, market, economic or legal environment that have an
adverse effect on the debtor.
Loss events in respect of a Company of financial assets include observable data indicating that there is a
measurable decrease in the estimated future cash flows from the Company of financial assets. Such observable
data includes but not limited to adverse changes in the payment status of debtors in the Company and, national
or local economic conditions that correlate with defaults on the assets in the Company.
If, in a subsequent period(s), the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss
is reversed to the extent that it does not result in a carrying amount of the financial asset exceeding what the
amortised cost would have been had the impairment not been recognised at the date the impairment is reversed.
The amount of the reversal is recognised in the income statement in the period in which the reversal occurs.
Financial liabilities and equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of
the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting
all of its liabilities. The accounting policies adopted in respect of financial liabilities and equity instruments are set
out below.
Other financial liabilities
Other financial liabilities include other payables and are recognised initially at fair value and subsequently
measured at amortised cost, using the effective interest method.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Debt for equity swaps
Where debt is settled by the issue of equity the equity issued is treated as issued at the value of the amount
payable where the creditor is a shareholder.
Derecognition
Financial assets are derecognised when the rights to receive cash flows from the assets expire or, the financial
assets are transferred and the Company has transferred substantially all the risks and rewards of ownership of
the financial assets. On derecognition of a financial asset, the difference between the asset‟s carrying amount
and the sum of the consideration received and the cumulative gain or loss that had been recognised directly in
equity is recognised in the income statement.
For financial liabilities, they are removed from the balance sheet when the obligation specified in the relevant
contract is discharged, cancelled or expires. The difference between the carrying amount of the financial liability
derecognised and the consideration paid is recognised in the income statement.
22
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
3. Summary of significant accounting policies continued
(e)
Financial instruments continued
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and amounts repayable on demand with banks and short-term
highly liquid investments which are readily convertible into known amounts of cash without notice and are subject
to an insignificant risk of changes in value and which were within three months of maturity when acquired, less
advances from banks repayable within three months from the date of the advance if the advances form part of
the Company‟s cash management.
(f) Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If
any such indication exists, or when annual impairment testing for an asset is required, the Company estimates
the asset‟s recoverable amount. An asset‟s recoverable amount is the higher of an asset‟s or cash-generating
unit‟s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset
does not generate cash inflows that are largely independent of those from other assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation
model is used.
Impairment losses of continuing operations are recognised in profit or loss in those expense categories
consistent with the function of the impaired asset. For assets excluding goodwill, an assessment is made at each
reporting date as to whether there is any indication that previously recognised impairment losses may no longer
exist or may have decreased. If such indication exists, the Company makes an estimate of the recoverable
amount. A previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset‟s recoverable amount since the last impairment loss was recognised. If that is the
case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised for the asset in prior years. Such reversal is recognised in profit or loss.
(g) Income tax
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating
to the current or prior reporting period, that are unpaid at the reporting date. They are calculated according to the
tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the
year. All changes to current tax assets or liabilities are recognised as a component of tax expense in the income
statement.
Deferred tax is calculated using the liability method on temporary differences at the reporting date between the
carrying amounts of assets and liabilities in the financial statements and their respective tax bases. Deferred tax
liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised for all
deductible temporary differences, tax losses available to be carried forward as well as other unused tax credits,
to the extent that it is probable that taxable profits, including existing taxable temporary differences, will be
available against which the deductible temporary differences, unused tax losses and unused tax credits can be
utilised.
Deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from
initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects
neither taxable nor accounting profit or loss.
Deferred tax liabilities are recognised for taxable temporary differences arising on interests in associates and
jointly controlled entities, except where the Company is able to control the reversal of the temporary differences
and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax is calculated, without discounting, at tax rates that are expected to apply in the period the liability is
settled or the asset realised, provided they are enacted or substantively enacted at the reporting date.
23
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
3. Summary of significant accounting policies continued
(g) Income tax continued
Changes in deferred tax assets or liabilities are recognised in the income statement or in other comprehensive
income or directly in equity if they relate to items that are charged or credited to other comprehensive income or
directly to equity.
Current tax assets and liabilities are presented net if the Company has the legally enforceable right to set off
those recognised amounts; and intends either to settle on a net basis or to realise the asset and settle the liability
simultaneously.
(h) Share capital, share premium and capital reserve
Ordinary shares are classified as equity. Share capital is determined using the nominal value of shares that have
been issued. Any transaction costs associated with the issuing of shares are deducted from share premium (net
of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity
transaction. Any discount on the issue of ordinary shares is deducted from the share premium account.
The capital reserve arose in a prior period on the application of the reverse acquisition of accounting when the
Company made its first acquisition.
(i) Revenue recognition
Revenue, which is the fair value of consideration received or receivable, is recognised when it is probable that
economic benefits will flow to the Company, when the revenue can be measured reliably, and the stage of
completion of the transaction and the costs incurred for the transaction as well as the costs to complete the
transaction can be measured reliably, and on the following bases:
(i)
(ii)
(iii)
Management fee income, included in other income, is recognised as the services are provided.
Interest income is recognised as it accrues, taking into account the effective yield on the asset.
Dividend income is recognised when the right to receive payment is established.
The policies on financial assets at fair value through profit or loss are dealt with in note 3(e) to the financial
statements.
(j)
Employee benefits
Employee leave entitlements
Employee entitlements to long service payment and annual leave are recognised when they accrue to
employees. Provision is made for the estimated liabilities for long service payment and annual leave as a result of
services rendered by employees up to the reporting date.
Non-accumulating compensated absences are not recognised until the time of leave.
Retirement benefit schemes
No pension contributions were payable in the year. In 2010 the Company participated only in the defined
contribution pension schemes and paid contributions to independently administered funds on a mandatory or
contractual basis. The assets of these schemes are held separately from those of the Company in independently
administered funds. The retirement benefit schemes are generally funded by payments from employees and by
the relevant Company. The Company has no further payment obligations once the contributions have been paid.
The contributions are recognised as an employee benefit expense on an accruals basis.
Share-based employee compensation
The Company operates equity-settled share-based compensation plans to remunerate its employees and
directors.
All employee services received in exchange for the grant of any share-based compensation are measured at
their fair values. These are indirectly determined by reference to the fair value of the share options and warrants
awarded. Their value is appraised at the grant date and excludes the impact of any non-market vesting
conditions.
24
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
3. Summary of significant accounting policies continued
(j)
Employee benefits continued
All share-based compensation is ultimately recognised as an expense in the income statement unless it qualifies
for recognition as an asset, with a corresponding credit to employee share-based compensation reserve in
equity. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period,
based on the best available estimate of the number of share options expected to vest. Non-market vesting
conditions are included in assumptions about the number of options that are expected to become exercisable.
Estimates are subsequently revised, if there is any indication that the number of share options expected to vest
differs from previous estimates. No adjustment to expense recognised in prior periods is made if fewer share
options ultimately are exercised than vested.
Upon exercise of share options or warrants the proceeds received net of any directly attributable transaction
costs up to the nominal value of the shares issued are allocated to share capital and the amount previously
recognised in employee share-based compensation reserve will be transferred out with any excess being
recorded as share premium.
When the share options or warrants have vested and then lapsed, the amount previously recognised in the
employee share-based compensation reserve is transferred to the retained profits or accumulated losses.
Bonus plans
The Company recognises a liability and an expense for bonuses where contractually obliged or where there is a
past practice that has created a constructive obligation.
(k) Provisions and contingent liabilities
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable
estimate of the amount of the obligation can be made. Where the time value of money is material, provisions are
stated at the present value of the expenditure expected to settle the obligation.
All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated
reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits
is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of
one or more future uncertain events not wholly within control of the Company are also disclosed as contingent
liabilities unless the probability of outflow of economic benefits is remote.
(l) Related parties
Parties are considered to be related to the Company if:
(i)
(ii)
(iii)
(iv)
(v)
the party has the ability, directly, or indirectly through one or more intermediaries, to control the
Company or exercise significant influence over the Company in making financial and operating
policy decisions, or has joint control over the Company;
the Company and the party are subject to common control;
the party is an associate of the Company or a joint venture in which the Company is a venturer;
the party is a member of the key management personnel of the Company or its parent, or a close
family member of such an individual, or is an entity under the control, joint control or significant
influence of such individuals;
the party is a close family member of such a party referred to in (i) or is an entity under the control,
joint control or significant influence of such individuals; or
.(m) Segment reporting
The Company operated in the year in one segment, investment in equity instruments of mining operations based
in the former Soviet Union. The management information received by the Board is prepared on this basis.
25
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
3. Summary of significant accounting policies continued
(n) Discontinued operations
A discontinued operation is a component of the Company that either has been disposed of or is classified as held
for sale, and:
(i)
(ii)
represents a separate major line of business or geographical area of operations;
is part of a single co-ordinated plan to dispose of a separate major line of business or geographical
area of operations; or
is a subsidiary acquired exclusively with a view to trade.
(iii)
Profit or loss from discontinued operations, including prior year components, are presented as a single movement
in the income statement. This amount, which comprises the post-tax profit or loss of discontinued operations and
the post-tax gain or loss resulting from the disposal, is further analysed in note 16.
The disclosures for discontinued operations in the prior year relates to all operations that have been discontinued
by the reporting date for the latest period presented.
4.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the next accounting year
are discussed below:
Going concern
The financial statements have been prepared on going concern basis, the details of which are provided in note
3(a) to the financial statements.
Valuations of share options or warrants granted
The fair value of share options or warrants granted was calculated using the Black-Scholes Pricing Model which
requires the input of highly subjective assumptions, including the volatility of the share price. Because changes in
subjective input assumptions can materially affect the fair value estimate, in the opinion of the Directors of the
Company, the existing model will not always necessarily provide a reliable single measure of the fair value of the
share options. Details of the inputs are set out in note 15 to the financial statements.
Valuation of financial assets categorised as at fair-value through profit or loss:
The fair-value of listed investments classified as at fair-value through profit or loss is based on the listed share
prices of the respective investments and translated to United States Dollars using the exchange rate ruling at the
balance sheet date.
Critical judgements in applying the Company’s accounting policies
Management in applying the accounting policies, which are described in note 3 to the financial statements,
considers that they have not had to make any significant judgements.
26
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
5. Other income – continuing operations
Foreign exchange gain, net
Management fee income
Waiver of amounts due to former fellow subsidiaries
Other
Total
6. Finance costs
Interest payable
7. Employee benefit expenses (including directors’ remuneration)
Fees
Salaries, allowances and benefits in kind
Commissions paid and payable
Bonus paid and payable
Share-based compensation
Pensions – defined contribution scheme
National insurance costs
Total
Analysed into:
Continuing operations
Discontinued operations
2011
US$’000
2010
US$‟000
65
12
-
-
77
5
4
157
9
175
2011
US$’000
2010
US$‟000
-
24
2011
US$’000
2010
US$‟000
-
575
-
-
499
-
14
1,088
1,088
-
1,088
29
2,281
368
23
177
18
26
2,922
357
2,565
2,922
The number of current directors is three, seven directors in total served in the year. The remuneration of the
highest paid director was $96,250 (2010: 617,400). Details of directors‟ employee benefit expense are
disclosed in the Report on Remuneration on pages 9 to 10.
8. Loss before taxation – continuing operations
2011
US$’000
2010
US$‟000
Loss before taxation is arrived at after charging/(crediting):
Auditors‟ remuneration:
Fee payable to the Company‟s auditor for the audit of the Company‟s
financial statements
Fee payable to the Company‟s auditor for the other services:
- regulatory assistance
Depreciation
Employee benefits expenses (including directors‟ remuneration)
Foreign exchange gain
Operating lease charges in respect of rental premises
37
-
40
780
65
147
35
2
22
357
5
21
27
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
9. Taxation
Current tax credit:
- United Kingdom: under provision in prior years:
- Overseas
Total
Analysed into:
Continuing operations
Discontinued operations
Total
2011
US$’000
2010
US$‟000
-
-
-
-
-
-
35
(32)
3
-
3
3
United Kingdom and overseas income tax for the year have been calculated at the rates prevailing in the relevant
jurisdictions.
The Company has significant unrelieved tax losses, the utilisation of which is uncertain and consequently no
deferred tax asset has been recognised.
The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:
(Loss)/profit before tax
Tax at domestic income tax rates
Effect of:
Income not subject to taxation
Under provision in prior years
Overprovision in prior years
Tax expense for the year
2011
US$’000
(2,340)
2010
US$‟000
1,726
-
-
-
-
-
96
(96)
32
(35)
3
The Company is domiciled in the Cayman Islands and is not subject to United Kingdom taxation.
28
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
10. (Loss)/profit per share attributable to owners of the Company
Basic (loss)/profit per share is calculated by dividing the (loss)/profit attributable to owners of the Company by the
weighted average number of ordinary shares in issue during the year.
(a) Basic
(Loss)/profit attributable to owners of the Company:
-
-
continuing operations
discontinued operations
2011
US$’000
2010
US$‟000
(2,340)
-
(2,340)
(941)
1,752
811
Number of
shares
Number of
shares
Weighted average number of shares for calculating basic loss per share
Effect of dilutive potential ordinary shares - warrants
Weighted average number of shares for calculating basic (loss)/profit per
share
369,188,858
10,550,000
259,475,821
10,550,000
379,738,585
270,025,821
Basic (loss)/profit per share
Diluted (loss)/profit per share
Diluted
US cents
US cents
(0.63)
(0.62)
0.31
0.30
The diluted loss per share for 2011 is 0.62 taking into account the existing warrants. The diluted profit per share
in 2010 was 0.30 arising from the warrants issued.
11. Property, plant and equipment
Cost
At 1 January 2010
Additions
At 31 December 2010
Additions
At 31 December 2011
Depreciation and impairment
At 1 January 2010
Charge for the year
Impairment
At 31 December 2010
Charge for the year
Impairment
At 31 December 2011
Net book value at 31 December 2011
Net book value at 31 December 2010
Office
equipment
US$’000
-
61
61
32
93
-
23
-
23
40
30
93
-
38
29
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
12. Financial assets at fair value through profit or loss
Listed securities:
- Equity securities – USA
- Equity securities – United Kingdom
Fair value of listed securities
US$’000
665
501
1,166
The movement in financial assets at fair value through profit or loss during the period is as follows:-
2011
2010
US$‟000
-
-
-
At 1 January
Additions
Disposals
Unrealised gain on financial assets at fair value through profit or loss
At 31 December
Fair value measurements recognised in the statement of financial position
2011
US$’000
2010
US$‟000
-
1,115
-
51
1,166
115
-
(118)
3
-
The following table provides an analysis of financial instruments that are measured subsequent to initial
recognition at fair value, grouped into level 1 to 3 based on the degree to which the fair value is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for
identical assets and liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the
asset or liability that are not based on observable market data (unobservable inputs).
For the year ended 31 December 2011
Financial assets at FVPL
Investments (FVTPL)
Total
Level 1
US$'000
Level 2
US$'000
Level 3
US$'000
Total
US$'000
1,166
1,166
-
-
-
-
1,166
1,166
For the year ended 31 December 2010
Financial assets at FVPL
Investments (FVTPL)
Total
Level 1
US$'000
Level 2
US$'000
Level 3
US$'000
Total
US$'000
-
-
-
-
-
-
-
-
There were no transfers between Level 1, 2 and 3 during the year.
30
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
12. Financial assets at fair value through profit or loss continued
Particulars and valuation basis of principal financial assets held at fair value through profit or loss are as follows:-
Name
Rosneft Oil Company
– Ordinary shares
Lukoil Holding
– Ordinary shares
Gazprom OAO
– Ordinary shares
Evergreen Energy Inc.
– Ordinary
shares
Viridas PLC
– Ordinary shares
Aurum Mining Plc
– Ordinary
shares
Total
Number of
shares
2011
Percentage
held
2011
Number of
shares
2010
Percentage
held
2010
Fair-value
Valuation basis
2011
US$’000
2010
US$’000
38,400
<0.001
3,050
<0.001
23,500
<0.001
57,692
0.21
44,000,000
3,333,333
7.61
2.82
-
-
-
-
-
-
-
-
-
-
-
-
250
162
250
3
345
156
- Quoted market price at 31 December
2011 of US$6.51 per share, listed on
NYSE Arca USA
Quoted market price at 31 December
2011 of US$53.2 per share, listed on
NYSE Arca USA
- Quoted market price at 31 December
2011 of US$10.66 per share, listed on
NYSE Arca USA
- Quoted market price at 31 December
2011 of US$10.66 per share, listed on
NYSE Arca USA
- Quoted market price at 31 December
2011 of £0.0044, listed on London AIM
- Quoted market price at 31 December
2011 of £0.03, listed on London AIM UK
1,166
-
31
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
13. Trade and other payables
Other payables
Accrued charges
Total
14. Share capital
Authorised
(par value of US$0.01 each)
2011
US$’000
2010
US$‟000
130
-
130
277
109
386
Number of
ordinary shares
Value
US$‟000
At 31 December 2011 and 31 December 2010
5,000,000
50,000
Issued and fully paid
(par value of US$0.01 each)
At 31 December 2010
Issue of shares
At 31 December 2011
309,842,043
65,402,301
375,244,344
3,098
654
3,752
On 17 January 2011 the Company issued 25,000,000 Ordinary shares of US$0.01 each for proceeds of
£1,000,000 before expenses.
On 13 January 2011 the Company issued 12,500,000 Ordinary shares of US$0.01 each for proceeds of
£500,000 before expenses.
On 11 February 2011 the Company issued 18,750,000 Ordinary shares of US$0.01 each for proceeds of
£750,000 before expenses.
On 18 April 2011 the Company issued 9,152,301 Ordinary shares on exercise of a warrant.
32
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
15. Share-based payments
Share Options and warrants
The Company adopted an employee Share Option Scheme on 4 March 2005 (the “Employee Share Option
Scheme”) in order to incentivise key management and staff. Pursuant to the Employee Share Option Scheme, a
duly authorised committee of the Board of Directors of the Company may, at its discretion, grant options to
eligible employees, including Directors, of the Company or any of its subsidiaries to subscribe for shares in the
Company at a price not less than the higher of (i) the closing price of the shares of the Company on the Stock
Exchange on the date of grant of the particular option or (ii) the average of the closing prices of the shares of the
Company for the five trading days immediately preceding the date of the grant of the options or (iii) the nominal
value of the shares.
Options which lapse or are cancelled prior to their exercise date are deleted from the register of outstanding
options and are available for re-use. Share options granted under the Employee Share Option Scheme are
exercisable as follows:
(1)
(2)
(3)
the first 30% of the options between the first and tenth anniversary of the date of grant;
the next 30% of the options between the second and tenth anniversary of the date of grant; and
the remaining options between the third and tenth anniversary of the date of grant.
The Company may only grant options up to a maximum of 25% of the Company‟s issued share capital
(93,811,086 options as of 31 December 2011). The movement on share options and their weighted average
exercise price are as follows for the reporting periods presented:
2011
Number Weighted average
exercise price
(pence)
2010
Number
Weighted
average
exercise price
(pence)
Outstanding at 1 January
Lapsed
Issued in the period
Outstanding at 31
December
7,350,000
(7,350,000)
-
23.85
(23.85)
-
16,650,000
(9,300,000)
-
-
-
7,350,000
29.00
(33.07)
-
23.85
At 31 December 2011, the Company had no outstanding share options.
Date of grant
11 January 2005
23 March 2006
23 March 2007
11 January 2008
Total
2011
2010
Number Option exercise
price (pence)
Number Option exercise
price (pence)
-
-
-
-
-
-
-
-
-
2,350,000
200,000
150,000
4,650,000
7,350,000
21.15
95.20
32.65
22.25
During the year ended 31 December 2011 a total of 7,350,000 share options lapsed. No share options were
granted during the year ended 31 December 2011 or 31 December 2010.
US$498,943 (2010: US$141,000) of the employee share-based compensation is included in the income
statement for 2011
No liabilities were recognised due to share-based payment transactions.
33
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
15. Share-based payments continued
Warrants
In August 2011, the Company granted 10,550,000 warrants with an exercise price of 5.0 pence, vesting from 2
August 2011 to 2 August 2014. These were issued to the following:
Peter Bayard Moss
Robert John Richard Owen
ECK Partners Holdings Limited
Old Church Street Holdings Limited
Total
Number
250,000
300,000
5,000,000
5,000,000
10,550,000
The fair-value of these warrants was $498,743 at the grant date.
All shares issued in respect of the warrants rank pari passu in all respects with the ordinary shares.
Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based
vesting conditions) as determined through use of the Black-Scholes technique, at the date of grant. The fair value
determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over
the vesting period, based on the Company‟s estimate of shares that will eventually vest.
The Black-Scholes formula is the option pricing model applied to the grant of share options and warrants in
respect of calculating the fair values. Key inputs to the model are as follows:
Share price at grant
Warrant exercise price
Expected life of warrants
Expected volatility
Expected dividend yield
Risk free rate
Fair value per share warrant
Exchange rate used (USD:GBP)
Share warrants
2 August 2011
3.85p
5.00p
3 years
150.9%
0%
5.3%
3.075p
1.54
Volatility has been based on the Company‟s trading performance to the grant date (valuation date). The risk free
rate has been determined based on 5 year government bonds.
Total fair value as considered in the Employee share-based compensation reserve was $498,743.
Crosby Wealth Management (Asia) Limited (“CWMA”), a former subsidiary of the Company, which was disposed
by the Company on 4 October 2010, adopted an employee share option scheme on 27 April 2007 (“CWMA
Share Option Scheme”) in order to incentivise key management and staff of CWMA. Pursuant to the CWMA
Share Option Scheme, a duly authorised committee of the board of directors of CWMA could, at its discretion,
grant options to eligible employees, including directors, of CWMA or any of its subsidiaries to subscribe for
shares in CWMA. These options were cancelled in 2010.
34
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
16. Discontinued operations
Revenue
Cost of sales
Gross profit
Profit on financial assets at fair-value through profit and loss
Other income
Administrative expenses
Impairment of available-for-sale investments
Other operating expenses
Profit from operations
Finance costs
Share of profits of jointly-controlled entities
Profit before taxation
Taxation
Profit after taxation
Gain on disposal of discontinued operations
US$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2011
2010
US$‟000
1,630
(291)
1,339
3
3,801
(3,330)
(6)
(221)
1,586
(65)
70
1,591
3
1,594
1,073
2,667
17. Operating leases
The Company had no operating lease commitments at 31 December 2011 (2010: nil).
18. Capital commitments
The Company had no material capital commitments at 31 December 2011 (2010: nil).
19. Contingencies
The Company had no material contingencies at 31 December 2011 (2010: nil).
20. Financial risk management, objectives and policies
In common with other businesses, the Company is exposed to risks that arise from its use of financial
instruments. This note describes the Company‟s objectives, policies and processes for managing those risks and
the methods used to measure them. Further quantitative information in respect of these risks is presented
throughout these financial statements.
The significant accounting policies regarding financial instruments are disclosed in note 3 and the critical
accounting estimates and judgements are set out in note 4.
The principal financial instruments used by the Company from which financial instrument risk arises, are as
follows:
Trade and other receivables
Financial assets at fair-value through profit and loss
Cash and cash equivalents
Trade and other payables
2011 2010
US$‟000
US$’000
50
1,166
339
(130)
17
-
73
(386)
Details of financial assets at fair-value through profit and loss are set out in note 12. These financial assets are
valued using market rates quoted on the relevant stock exchange.
35
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
20. Financial risk management, objectives and policies continued
General objectives, policies and processes
The Board has overall responsibility for the determination of the Company‟s risk management objectives and
policies and, while retaining ultimate responsibility for them, it has delegated part of the authority for designing
and operating processes that ensure the effective implementation of the objectives and policies to the Company‟s
finance function.
The Board receives reports from financial personnel through which it reviews the effectiveness of the processes
put in place and the appropriateness of the objectives and policies it sets. The risks to which the Company is
exposed and the policies adopted by the Board have not changed significantly in the year. The overall objective
of the Board is to set policies that seek to reduce on-going risk as far as possible without unduly affecting the
Company‟s competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk arises principally from the Company‟s financial investments, trade and other receivables and cash and
cash equivalents. It is the risk that the value of the Company‟s investments will not be recovered and the risk that
the counterparty fails to discharge its obligation in respect of the Company‟s trade and other receivables and
cash balances. The maximum exposure to credit risk equals the carrying value of these items in the financial
statements.
Credit risk with cash and cash equivalents is reduced by placing funds with banks with acceptable credit ratings
and indicated government support where applicable.
Liquidity risk
Liquidity risk arises from the Company‟s management of working capital and the amount of funding committed to
its investment programme. It is the risk that the Company will encounter difficulties in meeting its financial
obligations as they fall due.
The Company‟s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when
they become due. The principal liabilities of the Company arise in respect of the on-going administration. Trade
and other payables are all payable within six months.
The Board receives cash flow projections on a regular basis as well as information on cash balances.
Interest rate risk
The Company is not currently exposed to interest rate risks on borrowings, however, it is exposed to interest rate
risk in respect of surplus funds held on deposit.
Market and Price risk
The Company is exposed to equity securities price risk because investments are held by the Company and
classified on the Statement of Financial Position as investments at fair value through profit or loss.
Price risk, is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices (other than those arising from interest rate risk or currency risk), whether those
changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting
similar financial instruments traded in the market.
The Company is exposed to market price risk arising from its investments in listed securities. The Company‟s
Investment Advisors provide the Company with investment recommendations that are consistent with the
Company‟s objectives. The Company‟s market risk exposure is managed through a series of investment
restrictions, including limitations on the proportion of individual investment to the company‟s net assets (or total
investments, jurisdiction of investment and liquidity of the investments.
The basis of the valuation is set out in notes 3 and 4. A 5% movement in the listed prices of the investments held
would result in a change in fair value of US$ 59,000. Management considers 5% to represent a significant
movement for the purposes of monitoring performance.
36
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
20. Financial risk management, objectives and policies continued
Currency risk
The Company does not currently enter into forward exchange contracts or otherwise hedge its potential foreign
exchange exposure.
The Company is exposed to currency risks in respect of its investments (see note 12) which are at risk from
movements in the US Dollar, Russian Rouble and Sterling. A 5% fall in the value of the Company‟s investments
arising from currency movements would impact the carrying value of those investments by approximately
$59,000. 5% represents management‟s assessment of a substantial movement in a given period.
Capital
The Company considers its capital and reserves attributable to equity shareholders to be the Company‟s capital.
In managing its capital, the Company‟s primary long-term objective is to provide a return for its equity
shareholders through capital growth. Going forward the Company may seek additional investment funds and also
maintain a gearing ratio that balances risks and returns at an acceptable level and also to maintain a sufficient
funding base to enable the Company to meet its working capital needs. Details of the Company‟s capital is
disclosed in the statement of changes in equity.
There have been no other significant changes to the Company‟s management objectives, policies and processes
in the year nor has there been any change in what the Company considers to be capital.
The Company is not subject to externally imposed capital requirements.
21. Material related party transactions
Transactions between the Company and its previous subsidiaries, which were related parties of the Company,
are not disclosed in this note as they do not qualify as related parties. Remuneration for key management
personnel of the Company, including amounts paid to the Company‟s Directors as follows are disclosed in note 7.
Details of the significant transactions between the Company and other related parties during the year ended 31
December 2011 are as follows:
During the year the Company had the following material related party transactions:
2011
2010
US$‟000
Rental expenses paid to former subsidiaries
Management services fee paid to fellow subsidiaries
Other fees paid to fellow subsidiaries and related parties
Proceeds of sale of subsidiaries to former parent company
Loan from former subsidiary
Loan repayment to former subsidiary satisfied by issue of
equity
Loan repayment to former subsidiary satisfied by the offset of
proceeds
Waiver of amounts due to former subsidiaries
US$’000
-
72
96
-
-
-
-
-
(415)
-
-
659
1,000
(341)
15
157
On 31 August 2009, the previous group discontinued its joint venture with Apollo Multi Asset Management LLP
(“Apollo”). After this date, Cloudy Lane Limited (“Cloudy Lane”) took a controlling interest in Apollo. Cloudy Lane
is a vehicle that represents the Nomura Employee Benefits Trust of which Mr. Simon Fry, a former Director of the
Company, who resigned on 31 January 2010, was a potential beneficiary.
37
Zoltav Resources Inc. (Formerly Crosby Asset Management Inc.)
Notes to the financial statements continued
22. Disposal of subsidiary undertakings
On 4 October 2010 (the “Date of Disposal”), the Company disposed its entire interests in Crosby Capital Partners
Limited, Crosby (Hong Kong) Limited, Crosby Special Situations Fund Limited and its subsidiaries, Crosby
Corporate Finance (Holdings) Limited and its subsidiaries and Crosby Asset Management (Holdings) Limited and
its subsidiaries to the former ultimate parent company, Crosby Capital Limited (“CCL”). The assets and liabilities
of the subsidiaries at the Date of Disposal were as follows:
Property, plant and equipment
Less accumulated depreciation
Interest in jointly controlled entity
Available-for-sale investments
Note receivable
Intangible assets
Trade and other receivables
Tax recoverable
Financial assets at fair value through profit or loss
Cash and cash equivalents
Other payables
Deferred income
Provision for taxation
Provision for liabilities
Loan payable
Obligations under finance leases
Net assets of subsidiaries disposed of
Less:
Non-controlling interests
Foreign exchange reserve
Investment revaluation reserve
Total consideration
Disposal costs
Gain on disposal
2010
US$‟000
506
(331)
70
688
525
21
1,017
74
16
3,958
(1,189)
(5)
(32)
(2,895)
(56)
(259)
2,108
(1,616)
(743)
(322)
(573)
659
(159)
1,073
The total consideration of US$659,000 was settled by offsetting the loan payable to a former fellow subsidiary of
issuing of
through CCL, with
US$1,000,000
66,367,043shares of the Company at 0.325p per share.
loan balance of US$341,000 settled by
the residual
The cash and cash equivalents disposed of was US$3,958,000 which has been included in the net cash outflow
used in investing activities from discontinued operation.
23. Post-balance sheet events
The Company has no material post-balance sheet events.
24. Date of approval of financial statements
The financial statements were approved by the Board of Directors on 1 July 2012.
38