Anglesey Mining PLC Annual Financial Report -3-
30 Juillet 2014 - 4:28PM
UK Regulatory
property. The reduction in the amounts capitalised was largely due to the
drilling programme at Parys Mountain being completed in 2013 and to the
additional costs of cancelling of a net profits royalty interest in 2013.
The group's cash balance at 31 March 2014 was GBP289,097 (2013 - GBP670,345).The
foreign exchange loss of GBP3,741 (2013 - gain GBP11,196) shown in the income
statement arises on the cash balances held in Canadian dollars.
At 31 March 2014 the company had 160,608,051 ordinary shares in issue,
unchanged from last year.
Employment, community, donations and environment
The group is an equal opportunity employer in all respects and aims for high
standards from and for its employees. It also aims to be a valued and
responsible member of the communities which it affects or operates in.
The group has no operations; consequently its effect on the environment is
very slight, being limited to the operation of two small offices, where
recycling and energy usage minimisation are taken seriously and encouraged. It
is not practical or useful to quantify the effects of these measures. There
are no social or community issues which require the provision of further
information in this report.
Risks and uncertainties
In conducting its business the group faces a number of risks and uncertainties
some of which have been described above in regard to particular projects.
However, there are also risks and uncertainties of a nature common to all
mineral projects and these are summarised below.
General mining risks
Actual results relating to, amongst other things, mineral reserves, mineral
resources, results of exploration, capital costs, mining production costs and
reclamation and post closure costs, could differ materially from those
currently anticipated by reason of factors such as changes in general economic
conditions and conditions in the financial markets, changes in demand and
prices for minerals that the group expects to produce, legislative,
environmental and other judicial, regulatory, political and competitive
developments in areas in which the group operates, technological and
operational difficulties encountered in connection with the group's
activities, labour relations, costs and changing foreign exchange rates and
other matters.
The mining industry is competitive in all of its phases. There is aggressive
competition within the mining industry for the discovery and acquisition of
properties considered to have commercial potential. The group faces strong
competition from other mining companies in connection with the acquisition and
retention of properties, mineral claims, leases and other mineral interests as
well as for the recruitment and retention of qualified employees and other
personnel.
Development and liquidity risk
On occasions the group has relied upon largest shareholder, Juno Limited, for
financial support and may be required to do so in the future to ensure the
group will have adequate funds for its current activities. However in the
absence of support from Juno Limited the group would be dependent on the
proceeds of share issues or other sources of funding. Developing the Parys
project will be dependent on raising further funds from various sources.
Exploration and development
Exploration for minerals and development of mining operations involve risks,
many of which are outside the group's control. The group currently operates in
politically stable environments and hence is unlikely to be subject to
expropriation of its properties but exploration by its nature is subject to
uncertainties and unforeseen or unwanted results are always possible.
Metal prices
The prices of metals fluctuate widely and are affected by many factors outside
the group's control. The relative prices of metals and future expectations for
such prices have a significant impact on the market sentiment for investment
in mining and mineral exploration companies. Metal price fluctuations may be
either exacerbated or mitigated by international currency fluctuations which
affect the actual amount which might be received by the group in sterling.
Foreign exchange
LIM is a Canadian company and the value of the group's holding in LIM is
affected by an exchange rate risk. Operations at Parys Mountain are in the UK
and exchange rate risks are minor. The majority of the cash balance at the
year-end was held in sterling - see notes 17 and 24.
Permitting, environment and social
The group holds planning permission for the development of the Parys Mountain
property but further consents will be required to carry out proposed
activities and these permits may be subject to various reclamation and
operational conditions.
Employees and personnel
The group is dependent on the services of a small number of key executives
including the chairman, chief executive and finance director. The loss of
these persons or the group's inability to attract and retain additional highly
skilled and experienced employees for the operations of LIM or any other areas
in which the group might engage may adversely affect its business or future
operations. At 31 March 2014 the company had six male directors and one male
employee; there were no female directors or employees.
Financial instruments
The group's use of financial instruments is described in note 24.
Approved by the board of directors and signed on its behalf
Bill Hooley
Chief executive officer
30 July 2014
Diectors' report
The directors are pleased to submit their report and the audited accounts for
the year ended 31 March 2014.
The corporate governance statement which follows forms part of this report. In
accordance with statutory requirements introduced this year, the principal
activities of the group and certain other information are set out in the
strategic report section preceding this report.
Directors
The names of the directors with biographical details are shown on the inside
rear cover. It is the company's procedure to submit re-election resolutions
for all directors at each annual general meeting. Ian Cuthbertson retired on
31 July 2013 and Danesh Varma was appointed as finance director and company
secretary.
The company maintains a directors' and officers' liability policy on normal
commercial terms which includes third party indemnity provisions. The powers
of the directors are described in the Corporate Governance Report.
With regard to the appointment and replacement of directors, the company is
governed by its Articles, the Corporate Governance Code, the Companies Act and
related legislation. The Articles themselves may be amended by special
resolution of the shareholders. Under the Articles, any director appointed by
the board during the year must retire at the AGM following his appointment. In
addition, the Articles require that one-third of the remaining directors
retire by rotation at each general meeting and seek re-appointment. However it
is now the company's practice to submit re-election resolutions for all
directors at each AGM.
Directors' interests in material contracts
Juno Limited (Juno), which is registered in Bermuda, holds 36.1% of the
company's ordinary share capital. The company has a controlling shareholder
agreement and working capital agreement with Juno. Advances made under the
working capital agreement are shown in note 19. Apart from interest charges
there were no transactions between the group and Juno or its group during the
year. An independent committee reviews and approves any transactions and
potential transactions with Juno. Danesh Varma is a director and, through his
family interests, a significant shareholder of Juno.
John Kearney is chairman and chief executive of LIM, Bill Hooley is a director
and vice-chairman of LIM and Danesh Varma is a director of LIM. All three are
shareholders of LIM, are entitled to remuneration from LIM. There are no
transactions between LIM, the group and the company which are required to be
disclosed.
In May 2014 Bill Hooley and Danesh Varma were appointed as directors of
Grangesberg Iron AB; further details of these appointments are included in the
strategic report.
There are no other contracts of significance in which any director has or had
during the year a material interest.
Substantial shareholders
At 14 July 2014 the following shareholder had advised the company of an
interest in the issued ordinary share capital: Juno Limited notified an
interest in 57,924,248 shares representing 36.1% of the issued ordinary
shares.
Shares
Allotment authorities and disapplication of pre-emption rights
The directors would usually wish to allot any new share capital on a
pre-emptive basis, however in the light of the group's potential requirement
to raise further funds for the acquisition of new mineral ventures, other
activities and working capital, they believe that it is appropriate to have a
larger amount available for issue at their discretion without pre-emption than
is normal or recommended for larger listed companies. At this year's annual
general meeting, the directors will seek a renewal and replacement of the
company's existing share allotment authorities.
The authority sought in resolution 13 of the notice of the AGM is for two
purposes and in aggregate is to enable the directors to allot shares up to a
nominal value of GBP840,000 (84,000,000 ordinary shares). The first purpose is
to allow the directors to allot new shares and grant rights to subscribe for,
or convert other securities into shares, up to a nominal value of GBP540,000
(54,000,000 ordinary shares) which is approximately one third of the total
issued ordinary share capital of the company as at 14 July 2014. The directors
will consider issuing shares if they believe it would be appropriate to do so
in respect of business opportunities that arise consistent with the company's
strategic objectives. The directors have no present intention of exercising
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