TIDMNOVA
RNS Number : 9865S
Nova Resources Limited
30 September 2014
30 September 2014
Nova Resources Limited
("Nova" or the "Company")
Interim results for the period ended 30 June 2014
The Board of Nova Resources Limited (AIM: NOVA), is pleased to
announce the Company's interim results for the six months to 30
June 2014.
Enquiries:
Nova Resources Limited +65 6236 2985
Chan Fook Meng, Chairman and CEO
Daniel Stewart & Company plc (Nominated Advisor & Broker) +44 20 7776 6550
Emma Earl / Alex Brearley
Chairman's Statement
I have pleasure in presenting our interim report for the period
to 30 June 2014.
We have incurred a loss for the period of GBP2,487,000, which
relates largely to ongoing developments with our investments.
Specifically, the majority of this loss related to a re-valuation
of the Company's holdings of warrants over shares in the share
capital of Tricor Plc ("Tricor").
We issued a GBP30,000 convertible loan note in January 2014 for
cash, for working capital purposes, which has been converted into
3,000,000 new ordinary shares of 1p each in the capital of the
Company ("Ordinary Shares").
In January 2014, we invested in a company called Enerstry Group
Limited ("EG"). EG owns 93.99% of Enerstry Co., Limited ("Enerstry
Korea"). Enerstry Korea designs, builds and manages renewable
energy plants providing heat energy and/or electricity generation.
Nova owns 23.72% of EG's ordinary share capital and has also
provided an unsecured loan of US$806,480 to EG, which bears
interest of 10 per cent per annum was due to be repayable by 18
January 2015.
The loan of US$806,480 was originally provided to EG to allow it
to pursue a pipeline involving multiple renewable energy plant
projects. During the six months to 30 June 2014, Nova made a series
of announcements regarding Enerstry Korea's corporate activities in
South Korea. However, despite the progress made by EG, the Board
believes that a significant proportion of the loan currently
remains unutilised. Accordingly, subject to further developments
within EG's business, the Board intends to seek the repayment of
the majority of this loan in January 2015.
In February 2014 we acquired warrants over 34,000,000 ordinary
shares in the share capital of Tricor. The Company financed this
acquisition via the conversion of 200,000,000 warrants in Nova
attached to the Company's unsecured loan notes, which resulted in
the issue of an additional 200,000,000 new Ordinary Shares at a
conversion price of 1p each. We also strengthened our balance
sheet, by converting GBP86,250 of unsecured loan notes into a
further 8,625,000 new Ordinary Shares at a conversion price of
1p.
During November 2013, Nova entered into two investment
agreements with Upside Management (Offshore) SAL and Consiliou
Growth Fund (the "Investment Facilities"). Under these Investment
Facilities, each of Upside Management (Offshore) SAL and Consiliou
Growth Fund will provide the Company with a facility of up to
GBP500,000 until 31 December 2018. The Investment Facilities can be
drawn down by the Company by way of a subscription for new Ordinary
Shares at a price of 1p each. Additionally the Company will issue
warrants equal to four times the number of Ordinary Shares in any
such facility transaction, with such warrants having an exercise
price of 1p per Ordinary Share. The Company drew down GBP258,000
from each of these Investment Facilities in January 2014.
Upside Management (Offshore) SAL and Consiliou Growth Fund have
both confirmed that the sums remaining under the Investment
Facilities, amounting to over GBP400,000, may be used by Nova for
its working capital purposes.
Nova's cash position is critical and its Directors have agreed
not to take a salary until such time as the Company has sufficient
cash. Nova will need to draw down on the sums remaining under the
aforementioned Investment Facilities or raise further new capital
via other means, in order to meet the Company's ongoing financial
commitments until such time as the Company's investments generate
returns to the Company.
Subject to further developments within EG's business, the
majority of the loan made by the Company to EG, as announced on 20
January 2014, is expected to be repaid to the Company by 18 January
2015, together with interest accrued at a rate of 10% on the
original balance of $806,480. This repayment will be vital in
providing financing to the Company. However, given that the loan is
unsecured, there can be no guarantee that this loan will be repaid
in the timescales and manner that Nova's Board anticipates.
Chan Fook Meng
Chairman
Nova Resources Limited
Consolidated Comprehensive Income Statement
For the period to 30 June 2014
Notes 6 Months Year to 6 Months
30 June 31 December 30 June
2014 2013 2013
Unaudited Audited Unaudited
GBP'000s GBP'000s GBP'000s
Revenue - - 41
Cost of sales - - (197)
3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4
Gross (loss) / profit - - (156)
Administrative expenses (133) (358) (446)
3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4
Operating loss 4 (133) (358) (602)
Gains (Losses) on
financial assets designated
at fair value through
profit or loss account (2,354) 47 27
3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4
(2,487) (311) (575)
Finance income - - 5
Finance expense - - (53)
3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4
Loss before tax from continuing
operations (2,487) (311) (623)
Loss from discontinued - (786) -
operations
3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4
Loss for the year (2,487) (1,097) (623)
Income tax charges - - -
3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4
Loss for the period (2,487) (1,097) (623)
Other comprehensive loss - (93) (62)
3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4
Total comprehensive loss
for the period (2,487) (1,190) (685)
Attributable to:
- Owners of the parent (2,487) (1,190) (685)
Loss per share
From continuing operations:
Basic and diluted 6 (0.77p) (1.07p) (0.59p)
Nova Resources Limited
Consolidated Statement of Financial Position
As at 30 June 2014
Notes 6 Months Year to 6 Months
30 June 31 December 30 June
2014 2013 2013
Unaudited Audited Unaudited
GBP'000s GBP'000s GBP'000s
Assets
Non-current assets
Property, plant and
equipment - - 2,174
Financial assets designated
at fair value through
profit or loss account 254 607 680
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
254 607 2,854
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
Current assets
Cash and cash equivalents 4 19 6
Trade and other receivables 491 - 264
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
495 19 270
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
Total assets 749 626 3,124
Equity and liabilities
Capital and reserves
Issued capital 3,928 1,291 1,061
Share premium 4,996 4,996 4,996
Loan note equity reserve 29 29 13
Share based payment
reserve 23 23 17
Foreign exchange reserve - - (62)
Accumulated deficit (8,607) (6,120) (5,553)
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
Total equity 369 219 472
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
Non Current liabilities
Non-interest bearing
loans 85 124 14
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
85 124 14
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
Current liabilities
Trade and other payables 214 185 486
Borrowings - - 2,129
Convertible loan 81 98 23
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
295 283 2,638
3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
Total equity and liabilities 749 626 3,124
Nova Resources Limited
Consolidated Statement of Cash Flows
For the period to 30 June 2014
Period to Year to Period to
30 June 2014 31 December 2013 30 June 2013
Unaudited Audited Unaudited
GBP'000s GBP'000s GBP'000s
Operating activities (561) (500) 57
Investing activities
Purchases of plant and
equipment - - (108)
Financing activities
Proceeds from issue of 516 - -
shares
Proceeds of issue of loan
note 30 400 -
3/4 3/4 3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4
Net cash inflow/(outflow) (15) (100) (51)
Effects of changes in
exchange rates - - (62)
Cash and cash equivalents
at the beginning of the
period 19 119 119
3/4 3/4 3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4
Bank balances and cash 4 19 6
Reconciliation of operating loss to net cash outflow from
operating activities
Period
to Year to Period to
30 June 31 December 2013 30 June 2013
2014 Unaudited Audited Unaudited
GBP'000s GBP'000s GBP'000s
Loss for the period before
interest and tax (2,487) (996) (575)
Adjustments for:
Finance expense - - (53)
Finance Income - - 5
Share based payment 35 6 -
Provision for quoted investments - - (27)
Loss on 2,354 - -
financial assets designated
at fair value through profit
or loss account
Depreciation - - 104
(Increase)/Decrease in inventory - 19 19
(Increase)/Decrease in receivables (492) 722 659
Increase/(decrease) in payables 29 (247) (75)
Loss on disposal of fixed - (4) -
assets
3/4 3/4
3/4 3/4 3/4 3/4 3/4 3/4 3/4 3/4
3/4 3/4 3/4 3/4 3/4
Net cash outflow from operating
activities (561) (500) 57
Nova Resources Limited
Consolidated statement of changes in equity
For period to 30 June 2014
Foreign Share Loan note Share Share Accumulated Total
exchange based equity capital premium deficit
reserve payment reserve
reserve
GBP000's GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
Balance as at 1 January
2012 - - - 700 2,604 (1,741) 1,563
Shares Issued in period - - - 361 2,392 - 2,753
Loss after tax - - - - - (3,168) (3,168)
Issue of convertible
loan notes - - 13 - - - 13
Share based payments - 17 - - - - 17
Prior year losses
in subsidiaries - - - - - (21) (21)
Balance as at 31 December
2012 - 17 13 1,061 4,996 (4,930) 1,157
Loss after tax - - - - - (623) (623)
Foreign exchange reserve (62) - - - - - (62)
As at 30 June 2013 (62) 17 13 1,061 4,996 (5,553) 472
Loss after tax - - - - - (567) (567)
Conversion of loan
notes - - - 230 - - 230
Capital portion of
loan notes - - 16 - - - 16
Share based payment - 6 - - - - 6
Reserve no longer
required 62 - - - - - 62
As at 31 December
2013 - 23 29 1,291 4,996 (6,120) 219
Loss after tax - - - - - (2,487) (133)
Issue of shares for
cash - - - 516 - - 516
Conversion of loan
notes - - - 86 - - 86
Exercise of loan of
warrants - - - 2,035 - - 2,035
As at 30 June 2014 - 23 29 3,928 4,996 (8,607) 369
Nova Resources Limited
Notes to the Interim Financial Information
1. General Information
Nova Resources Limited is incorporated in Bermuda with company
number 39768 and quoted on the AIM market of the London Stock
Exchange Plc.
2. Basis of Preparation
This interim report, which incorporates the financial
information of the company, has been prepared using the historical
cost convention, on a going concern basis and in accordance with
International Financial Reporting Standards ("IFRS") as adopted by
the European Union, using accounting policies which are consistent
with those set out in the financial statement for the year ended 31
December 2013. This interim financial information for the six
months ended 30 June 2014 was approved by the Board on 30 September
2014.
3. Segmental Analysis
The group's primary reporting format is business segments and
its secondary format is geographical segments. The group currently
has neither an operating business nor geographical segment.
Accordingly no segmental information for business segment or
geographical segment is required.
4. Operating loss for the period is stated after charging / (crediting)
Period to Year to Period to
30 June 2014 31 December 2013 30 June 2013
Unaudited Audited Unaudited
GBP'000s GBP'000s GBP'000s
Depreciation - - 104
Share based payment 35 6 -
(Profit) / Loss on
foreign currency translation - (7) (152)
Auditors' remuneration - 19 -
5. Remuneration of key management personnel
Period to Year to Period to
30 June 2014 31 December 2013 30 June 2013
Unaudited Audited Unaudited
The fees paid in the GBP'000s GBP'000s GBP'000s
period to 30 June
2014 were:
Chan Fook Meng - 30 -
Christopher Morgan - 30 -
Nazim Khan - 30 -
6. Loss per share
Period to Year to Period to
30 June 2014 31 December 2013 30 June 2013
Unaudited Audited Unaudited
GBP'000s GBP'000s GBP'000s
Loss per ordinary
share:
Basic - pence (0.77p) (0.36p) (0.59p)
Diluted - pence (0.77p) (0.36p) (0.59p)
The loss per ordinary share is based on the company's loss for
the period of GBP2,487,000 (31 December 2013 - GBP1,190,000; 30
June 2013 - GBP685,000) and a basic and diluted weighted average
number of shares in issue of 323,105,066 (31 December 2013 -
111,275,105; 30 June 2013 - 106,115,287).
7. Called up Share Capital
On 29 January, the acquisition of the Company's 23.72% holding
in Enerstry Group Limited was funded partly by the issue of
51,600,000 new ordinary shares of GBP0.01 each at par.
On 20 January, GBP38,250 of the unsecured loan stock 2017 were
converted into 3,825,000 new ordinary shares of GBP0.01 each at par
and a further GBP18,000 were converted at par into 1,800,000 new
ordinary shares.
On 21 January 2014 warrants attached to the unsecured loan stock
2017 were converted into 3,500,000 new ordinary shares of GBP0.01
each and on 27 February a further 200,000,000 warrants were
converted into 200,000,000 new ordinary shares of GBP0.01 each to
fund the acquisition of investments.
On 20 January 2014 GBP30,000 unsecured loan notes 2018 were
issued for cash, for working capital. These were convertible at par
and on 22 January 2014 they were converted into 3,000,000 new
ordinary shares of GBP0.01 each.
8. Convertible Loans
No loans were issued in the period - see note 7 for
conversions.
9. Related-party transactions
Transactions between the group and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note.
10. Events subsequent to 30 June 2014
No events occurred after the period end which require
reporting.
11. The unaudited results for the period ended 30 June 2014 do
not constitute statutory accounts. The comparative figures for the
period ended 31 December 2013 are extracted from the audited
financial statements which contained an unqualified audit
report.
12. This interim financial statement will be, in accordance with
Rule 26 of the AIM Rules for Companies, available shortly on the
company's website at www.novaresourceslimited.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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