TIDMTMC
The last financial year proved very productive for Toledo as we,
together with our Philippine partners, continued to operate the Berong
nickel mine in which Toledo has a 56.2% economic interest.
-- The Berong mine operated at full production capacity during the financial
year. During the period under review, there were 16 shipments of ore
generating revenue to Berong Nickel Corporation (BNC) of GBP 18.8 million
and yielding over 9,400 tonnes of contained nickel
-- BNC reported profit after tax for the year ended 31 March 2013 of GBP 2.5
million and continues to be self-financing from operations (2012: profit
of GBP 2.1 million)
-- Project development work at Ipilan continued throughout the year. The
Department of Environment and Natural Resources (DENR) selected Ipilan's
Environmental Impact Statement (EIS) as outstanding in its field and
recognition was duly given at an awards ceremony of the First National
Convention on the Philippines EIS System in June 2013
-- Toledo recorded a consolidated profit before tax of GBP 1.6 million
(2012: loss of GBP 0.5 million) after crediting a gain of GBP 1.8 million
on restructuring its BNC investment, and after charging GBP 0.5 million
costs relating to the Mandatory Cash Offer
-- Toledo had cash holdings at the end of the financial year of GBP 2.4
million (2012: GBP 2.6 million)
-- Consolidated net assets at 31 March 2013 were GBP 29.3 million,
equivalent to 58 pence per share
-- Since the year end, and close of the Mandatory Cash Offer on 1 May 2013,
DMCI Mining Corporation has built up a majority shareholding of 68.30% as
at the date of this release. DMCI Holdings, Inc. is the ultimate parent
company of Toledo
Commenting on the year's results, Victor Kolesnikov, CEO said "The past
year has been one of consolidation for Berong as its operations have
continued to flourish despite a global downturn in the nickel market.
The performance of our investments is a testament to the dedication and
hard work of all involved and will stand our shareholders in good stead
moving forward".
The Company also announces that its Annual General Meeting will be held
at 11:00 am on Monday 30th September 2013 at the office of Thrings LLP.
A copy of the Company's Financial Statements will be available on the
Company's website at www.toledomining.com today and has been posted to
shareholders together with the notice convening the Annual General
Meeting providing details of the venue. The Company's customary, full
colour report has been postponed due to a printing delay, but will be
posted out ahead of the AGM and will be made available on the website.
For further information, please visit www.toledomining.com or contact:
Victor Kolesnikov, Chief Executive Officer, Toledo
Mining Corporation +44 (0) 20 7290 3100
Jen Boorer, RFC Ambrian Ltd +44 (0) 20 3440 6800
Katie Grinham, PR, Toledo Mining Corporation +44 (0) 20 7290 3101
5 September 2013
Dear Shareholder,
Notice of Annual General Meeting and 31 March 2013 Financial Statements
Please find enclosed:
1. Notice of Annual General Meeting
2. Proxy Voting Form
3. Financial statements for the year ended 31 March 2013
The Company has this year taken an exceptional step, in order to comply
with the requirement of the Companies Act 2006 s424, which is to deliver
accounts to shareholders not less than 21 days before the date of the
Annual General Meeting ("Meeting"), by posting out laser-printed
financial statements. This has been necessary due to a print schedule
delay and I am pleased to advise that you can expect to receive Toledo's
customary full-colour 2013 Annual Report before the date of the Meeting.
Yours faithfully,
A W Harvey FCCA
Company Secretary
Encl.
Toledo Mining Corporation plc
Registered Number: 05055833
Annual Report
For the year ended 31 March 2013
Report of the directors
For the year ended 31 March 2013
The directors present their report with the audited Group financial
statements for the year ended 31 March 2013.
Principal activities and review of business
The principal activity of the Group is investment directly and
indirectly in, and operation of, mining exploration and development
projects. The Group is comprised of the Toledo Mining Corporation plc
(the Company), its subsidiaries and associated undertakings.
During the year, the Group's main undertakings were the continuing
development of the Berong nickel project, in which the Company increased
its economic interest from 56.1% to 56.2% on 31 December 2012, and the
Ipilan nickel project in which the Company has a 52% economic interest.
Profit before taxation for the year was GBP1,573,755 (2012: loss
GBP448,562) and basic profit per share including share of associated
results was 3.37 pence (2012: loss 0.84 pence).
During the year, the Company incurred a foreign exchange translation
gain, principally arising on the re-translation of loan investments and
receivables held at the balance sheet date. The loan investments are
denominated in US Dollars and the exchange gain arose on the favourable
movement of the US Dollar to the British Pound. The total foreign
exchange translation gain for the year was GBP835,717 (2012: GBP67,615).
The Company has maintained its pro-rata share of funds as required to
meet the ongoing development costs at Berong. The loan to Berong Nickel
Corporation (BNC) has been advanced as an interest-free, unsecured loan
and has no fixed terms of repayment.
Under the terms of loan agreements entered into with Brooks Nickel
Ventures Inc (Brooks) to fund ongoing development costs at Ipilan, the
Company advanced US$831,000 to Brooks during the year (2012:
US$910,400).
Details of these loan agreements are contained in note 13 to the
financial statements.
Operations at Berong continued throughout the year, having recommenced
mining in May 2011 and resumed direct ore shipments in July 2011.
The Company continued to act on BNC's behalf, and in accordance with its
instructions, in respect of that company's claim against Queensland
Nickel Pty arising from the attempted cancellation of ore shipments and
failure to meet the contractual minimum 300,000 wmt annual offtake
through to 2012. There were no legal developments in respect of this
matter during the year.
Key performance indicators
2013 2012
Profit/(loss) before taxation GBP1,573,775 GBP(448,562)
Profit/(loss) per share - basic
- including share of associates' results 3.37 p (0.84) p
- excluding share of associates' results 0.40 p (3.02) p
Results and dividends
The profit for the year from ordinary activities before tax amounted to
GBP1,573,775 (2012: loss GBP448,562) after gain on disposal of
investments of GBP1,839,981 and exceptional charges of GBP444,349
arising from the Mandatory Cash Offer by DMCI Mining Corporation
("DMCI") for the Company. The directors do not recommend the payment of
a dividend.
Share capital
Details of share capital are given in note 20 to the financial
statements.
Risk management
See note 29 to the financial statements.
Future developments
The Directors expect the Group's main undertakings to be unchanged in
the foreseeable future, continuing with the mine production and direct
ore shipping of the Berong nickel project and the pursuit of necessary
approvals to proceed with the development of the Ipilan nickel project.
Principal risks and uncertainties facing the Group
The principal risks faced by the Group are as follows:
-- The Company's ability to raise sufficient funds through the issue of
equity or debt in order to continue to fund its share of the Group's
planned exploration costs and other operating expenditure.
-- The exploration for, and development of, mineral deposits involves
significant risks, which even a combination of careful evaluation,
experience and knowledge may not eliminate. There can be no guarantee
that the estimates of quantities and grades of minerals disclosed will be
available to extract. With all mining operations there is uncertainty
and, therefore, risk associated with operating parameters and costs
resulting from the scaling up of extraction methods tested in pilot
conditions.
-- Non-repayment of significant loans advanced by the Company and recovery
of interest accrued.
-- The operations of the Group may be disrupted by a variety of risks and
hazards which are beyond the control of the Group. These may include
geological, geotechnical and seismic factors, environmental hazards,
industrial accidents, occupational and health hazards, technical failures,
labour disputes, unusual or unexpected rock formations, flooding and
extended interruptions due to inclement or hazardous weather conditions,
explosions and other acts. These risks and hazards could also result in
damage to, or destruction of, production facilities, personal injury,
environmental damage, business interruption, monetary losses and possible
legal liability.
-- The Group's future success is substantially dependent on the continued
services and performance of its key personnel. Their loss or the
inability to recruit personnel of the appropriate calibre could have a
significant adverse effect on the business of the Group.
-- The selling price of the nickel ore produced by the Group's operations
varies in line with movements of the price of nickel as quoted on the
London Metal Exchange.
-- Some or all of the operating and exploration licences issued in respect
of the projects may be subject to conditions which, if not satisfied, may
lead to the revocation of such licences.
-- The Group may have minority interests in the companies, partnerships and
ventures in which it invests and may be unable to exercise control over
the operations of such companies.
-- The operations of the Group are located in the Philippines where there
may be a number of associated risks over which it will have no control.
These may include economic, social or political instability or change,
terrorism, hyperinflation, currency non-convertibility or instability,
changes of laws affecting foreign ownership, government participation,
taxation, working conditions, rates of exchange, exchange control, and
exploration licensing.
-- The Group's total return and net assets can be significantly affected by
currency movements.
Directors and their interests
The directors who served during the year and their interests in the
Company's ordinary shares were as follows:
5p ordinary shares
At 31 March 2013 At 31 March 2012
R Eccles (resigned 11 July 2012) - 50,000
S Purkiss - -
C Thanassoulas - -
J Cheng - -
V Kolesnikov - -
I Consunji (appointed 14 December - -
2012)
R Jenkins (appointed 14 December - -
2012)
Directors' remuneration
The remuneration of the directors during the year was comprised as
follows:
Benefits Total Consulting
Year ended Salary Other(1) payments Fees in Kind emoluments services Total
31 March 2013 GBP GBP GBP GBP GBP GBP GBP
R Eccles - - 10,642 - 10,642 5,600 16,242
S Purkiss - - 25,800 - 25,800 6,500 32,300
C Thanassoulas - - 34,400 - 34,400 40,250 74,650
J Cheng - - 24,000 - 24,000 - 24,000
V Kolesnikov 220,000 266,913 - 6,520 493,433 - 493,433
I Consunji - - 8,000 - 8,000 - 8,000
R Jenkins - - 7,761 - 7,761 5,000 12,761
220,000 266,913 110,603 6,520 604,036 57,350 661,386
Other Total Consulting
Year ended Salary payments Fees Share- based payments emoluments services Total
31 March 2012 GBP GBP GBP GBP GBP GBP GBP
R Eccles - - 38,400 - 38,400 55,950 94,350
F Pole - - 6,600 - 6,600 30,000 36,600
S Purkiss - - 24,000 - 24,000 5,000 29,000
C Thanassoulas - - 26,400 - 26,400 38,500 64,900
J Cheng - - 24,000 - 24,000 - 24,000
V Kolesnikov 220,000 - - 15,240 235,240 - 235,240
220,000 119,400 15,240 354,640 129,450 484,090
Note
(1) Other payments to Mr Kolesnikov include:
Bonus re 2011-12 financial year GBP 70,000
Compensation for loss of long term incentive plan GBP126,913
on change of control
Bonus re 2012-13 financial year GBP 70,000
Directors' options at 31 March 2013 were:
Director Grant Date Number Exercise Vesting Date Expiring Date
Price
V Kolesnikov 21/10/2011 200,000 45p 21/10/2011 21/10/2014
(1)
Directors' options at 31 March 2012 were:
Director Grant Date Number Exercise Price Vesting Date Expiring Date
R Eccles 14/09/2009 150,000 50p 14/09/2009 14/09/2012
V Kolesnikov 21/10/2011 200,000 45p 21/10/2011 21/10/2014
Note
(1) On 19 April 2013 Mr Kolesnikov exercised 200,000 options at a price
of 45 pence per Ordinary Share. The new shares were allotted to DMCI
pursuant to a cashless exercise facility made available by DMCI to
option holders.
Events since the balance sheet date
Events after 31 March 2013 are set out in note 28 to the financial
statements.
Substantial shareholdings
At 3 September 2013, the following shareholders held 3% or more of the
issued share capital of 50,120,333 shares in the Company:
Number of Percentage issued
ordinary shares ordinary shares
DMCI Mining Corporation 34,231,246 68.30
Fevamotinico SARL (1) 10,060,000 20.07
Forth Asset Management Ltd (1) 2,492,000 4.97
Note
(1) Common ultimate beneficial interest.
Corporate governance
As Toledo Mining Corporation plc is an AIM-listed company, it is not
required to comply with the Code of Best Practice published by the
Committee on the Financial Aspects of Corporate Governance (the Combined
Code). However, the Directors do place a high degree of importance on
ensuring that high standards of corporate governance are maintained. As
a result, most of the relevant principles set out in the Combined Code
have been adopted during the period and these are summarised below.
Directors
The Company supports the concept of an effective Board leading and
controlling the Company. The Board is responsible for approving the
Company's policies and strategies. It meets frequently and receives and
reviews, on a timely basis, financial and operating information
appropriate to being able to discharge its duties. Directors are free to
seek any further information they consider necessary. All Directors
submit themselves for re-election every three years by rotation in
accordance with the Articles of Association. All new appointments to the
Board are subject to resolution of the shareholders at the following
Annual General Meeting.
Relations with shareholders
The Company values the views of its shareholders and recognises their
interest in the Company's strategy and performance. The Board is
available to discuss current events with its institutional and private
shareholders and positively encourages attendance at General Meetings.
Audit Committee (Chairman R Jenkins)
The Company has established an Audit Committee comprised of
non-executive directors. It is responsible for making recommendations
to the Board on the appointment of auditors and the audit fee. It is
also responsible for ensuring that the financial performance of the
Company is properly monitored and reported on, and receives and reviews
reports from management and the auditors relating to the interim report,
the annual report and financial statements, and the internal control
systems of the Company.
Remuneration and Nominations Committee (Chairman C Thanassoulas)
The Company has established a Remuneration Committee comprised of
non-executive directors. It is responsible for the review and
recommendation of the scale and structure of remuneration for key
management personnel, including any bonus arrangements or the award of
share options. Details of the Directors' emoluments are set out in the
Report of the Directors. However, there is no separate Report of the
Remuneration Committee. It is the Company's policy that the remuneration
of directors should be commensurate with services provided by them to
the Company.
Internal financial control and risk management
The Directors are responsible for the Company's system of internal
financial control and also for identifying the major business risks
faced by the Company. The system of internal financial control is
designed to provide reasonable, but not absolute, assurance against
material misstatement or loss. In fulfilling these responsibilities, the
Board has reviewed the effectiveness of the system of internal financial
control. The directors have established procedures for planning,
budgeting and for monitoring, on a regular basis, the performance of the
Company and for determining the appropriate course of action to manage
any major business risks. The Board has considered the need for an
internal audit function but has decided the size of the Company does not
justify it at present. This decision will be reviewed annually.
Supplier payment policy
It is the Company's policy to agree terms of payment with all suppliers
at the time of the transaction, and to pay suppliers as and when they
fall due for payment or alternatively to agree revised terms of payment.
No distinction is made between different classes of suppliers. At the
year end, trade payables amounted to 35 days' purchases (2012: 11 days).
Political and charitable donations
No political or charitable donations were made during the year.
Indemnity provision
Directors' and Officers' insurance is in place to indemnify the
Directors against liabilities arising from the discharge of their duties
as directors of the Company.
Auditors
Reappointment of auditors
Sawin & Edwards have indicated their willingness to continue in office.
A resolution to reappoint as auditors Sawin & Edwards for the ensuing
year will be proposed at the 2013 Annual General Meeting.
By order of the Board:
Constantine Thanassoulas
Chairman
5 September 2013
Statement of directors' responsibilities
For the year ended 31 March 2013
The directors are responsible for preparing the Annual Report and the
Group and parent Company financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare Group and parent Company
financial statements for each financial year. Under that law the
Directors have elected to prepare the Group and parent Company financial
statements in accordance with International Financial Reporting
Standards and applicable law. Under company law the Directors must not
approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and
parent Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
a) select suitable accounting policies and then apply them consistently
b) make judgments and accounting estimates that are reasonable and
prudent
c) state whether applicable Accounting Standards have been followed,
subject to any material departures disclosed and explained in the Group
and parent Company financial statements
d) prepare the financial statements on the going concern basis, unless
it is inappropriate to presume that the Group and parent Company will
continue in business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company's transactions and
disclose with reasonable accuracy at any time the financial position of
the Company and the Group and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and Group 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 website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
The Directors confirm that so far as they are aware, there is no
relevant audit information (as defined by section 418(3) of the
Companies Act 2006) of which the Company's auditors are unaware. They
have taken all the steps that they ought to have taken as directors in
order to make themselves aware of any relevant audit information and to
establish that the Company's auditors are aware of that information.
Independent auditors' report
To the shareholders of Toledo Mining Corporation plc
We have audited the financial statements of Toledo Mining Corporation
Plc for the year ended 31 March 2013 which comprise the Consolidated
Income Statement, the Consolidated Statement of Comprehensive Income,
the Consolidated and parent Company's Balance Sheet, the Consolidated
and parent Company Statements of Changes in Equity, the Consolidated and
parent Company Cash Flow Statements and the related notes numbered 1 to
31. The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union, and as regards the
parent Company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
This report is made solely to the Company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company's
members those matters we are required to state to them in an auditor's
report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
Company and the Company's members as a body, for our audit work, for
this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors' Responsibilities
set out on page 6, 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
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 Group's and the parent
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 Annual Report review 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
In our opinion:
-- the financial statements give a true and fair view of the state of the
Group's and of the parent Company's affairs as at 31 March 2013 and of
the Group's profit for the period then ended
-- the Group financial statements have been properly prepared in accordance
with IFRSs as adopted by the European Union;
-- the parent Company financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union and as applied in
accordance with the provisions of the Companies Act 2006; and
-- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Report of the directors for
the financial year for which the financial statements are prepared is
consistent with the financial statements.
Emphasis of Matter - going concern
In forming our opinion on the financial statements, we have considered
the adequacy of the disclosure made in note 1 to the financial
statements concerning the Group and Company's ability to continue as a
going concern. The cash flow forecast indicates that from December 2013,
the group may be unable to realise its assets and discharge its
liabilities in the normal course of business, however, the financial
statements have been prepared on a going concern basis. In applying the
going concern basis, the directors have considered the financial support
provided by the majority shareholder and ultimate controlling party,
DMCI. They have considered this factor in relation to a period of at
least the next 12 months and have therefore concluded that it remains
appropriate to prepare the financial statements on a going concern
basis. However, these factors indicate the existence of material
uncertainty which may cast significant doubt about the company's ability
to continue as a going concern. The financial statements do not include
the adjustments that would result if the company was unable to continue
as a going concern.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the parent Company, or
returns adequate for our audit have not been received from branches not
visited by us; or
-- the parent Company financial statements are not in agreement with the
accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not
made; or
-- we have not received all of the information and explanations we require
for our audit.
Keeley Edwards FCCA (Senior Statutory Auditor) Vernon House
For and on behalf of Sawin & Edwards, 23 Sicilian Avenue
Statutory Auditor London
WC1A 2QS
5 September 2013
Consolidated income statement
For the year ended 31 March 2013
Year Year
ended ended
31 March 31 March
2013 2012
Notes GBP GBP
Revenue 3 - 154,912
Gross profit - 154,912
Administration expenses (2,189,094) (1,560,583)
Mandatory cash offer defence costs (444,349) -
Foreign exchange gains 835,717 67,615
Other operating income 44,972 94,145
Gains on non-current investments 12,13 1,839,981 -
Unrealised losses on non-current investments 12,13 - (304,763)
Share of results of associates 1,479,659 1,088,739
Profit/(loss) from operations 4 1,566,886 (459,935)
Investment income 7 6,889 11,373
Profit/(loss) before taxation 1,573,775 (448,562)
Income tax 8 - -
Profit/(loss) for the year 1,573,775 (448,562)
Attributable to:
Equity holders of the parent 1,680,947 (416,382)
Non-controlling interest (107,172) (32,180)
________ _________
1,573,775 (448,562)
Profit/(loss) per share in pence - including share
of associates' results
Basic 9 3.37 (0.84)
Diluted 9 3.35 (0.84)
Profit/(loss) per share in pence - excluding share
of associates' results
Basic 9 0.40 (3.02)
Diluted 9 0.40 (3.02)
The Company has taken advantage of section 408 of the Companies Act 2006
not to publish its own income statement account.
Consolidated statement of comprehensive income
For the year ended 31 March 2013
Year Year
ended ended
31 March 2013 31 March 2012
GBP GBP
Profit/(Loss) for the year 1,573,775 (448,562)
Foreign currency translation differences
for foreign operations 31,588 2,925
Other comprehensive income ________ ________
for the year 31,588 2,925
Total comprehensive income/(expense) ________ ________
for the year 1,605,363 (445,637)
Attributable to:
Equity holders of the parent 1,698,667 (414,740)
Minority interest (93,304) (30,897)
________ ________
1,605,363 (445,637)
Consolidated balance sheet
As at 31 March 2013
31 March 2013 31 March 2012
Notes GBP GBP
ASSETS
Non-current assets
Property, plant and equipment 10 6,531 683
Investment in associated undertakings 12 11,496,536 9,283,529
Loans and receivables 13 14,669,092 14,049,297
Trade and other receivables 14 41,400 41,400
Total non-current assets 26,213,559 23,374,909
Current assets
Trade and other receivables 15 636,525 902,993
Cash and cash equivalents 17 2,408,241 2,619,846
Total current assets 3,044,766 3,522,839
_________ _________
TOTAL ASSETS 29,258,325 26,897,748
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables 18 1,355,217 600,003
Total current liabilities 1,355,217 600,003
________ ________
Total liabilities 1,355,217 600,003
Equity
Share capital 20 2,492,267 2,492,267
Share premium account 21 28,714,157 28,714,157
Share-based payments reserve 22 16,658 86,168
Translation reserve 98,168 80,448
Retained loss (3,676,501) (5,426,958)
Equity attributable to equity holders of the
parent 27,644,749 25,946,082
Non-controlling interest 23 258,359 351,663
Total equity 27,903,108 26,297,745
TOTAL EQUITY AND LIABILITIES 29,258,325 26,897,748
The financial statements were approved by the Board of directors on 5
September 2013 and signed on their behalf by:
C Thanassoulas
Director
Company balance sheet
31 March 2013 31 March 2012
Notes GBP GBP
Assets
Non-current assets
Property, plant and equipment 10 6,531 683
Investment in subsidiary undertaking 11 10,286 10,286
Investment in associated undertakings 12 9,614,364 8,881,016
Loans and receivables 13 14,669,092 14,049,297
Trade and other receivables 14 41,400 41,400
Total non-current assets 24,341,673 22,982,682
Current assets
Trade and other receivables 15 124,678 108,152
Cash and cash equivalents 17 2,304,562 2,587,728
Total current assets 2,429,240 2,695,880
Total assets 26,770,913 25,678,562
Equity and liabilities
Current liabilities
Trade and other payables 18 1,338,211 584,106
Total current liabilities 1,338,211 584,106
Total liabilities 1,338,211 584,106
As at 31 March 2013
Equity
Share capital 20 2,492,267 2,492,267
Share premium account 21 28,714,157 28,714,157
Share based payments reserve 22 16,658 86,168
Retained loss (5,790,380) (6,198,136)
Equity attributable to equity holders of the
parent 25,432,702 25,094,456
Total equity 25,432,702 25,094,456
TOTAL EQUITY AND LIABILITIES 26,770,913 25,678,562
The financial statements were approved by the Board of directors on 5
September 2013 and signed on their behalf by:
C Thanassoulas
Director
Toledo Mining Corporation plc Company number 05055833
Consolidated statement of changes in equity
For the year ended 31 March 2013
Share- Trans-
based Retained lation
31 March 2013 Share Share payments profit/ Minority exchange
capital premium reserve (loss) interest reserve Total
GBP GBP GBP GBP GBP GBP GBP
Balance at 1
April 2012 2,492,267 28,714,157 86,168 (5,426,958) 351,663 80,448 26,297,745
Total
comprehensive
income for the
year
Profit/(loss) - - - 1,680,947 (107,172) - 1,573,775
Total other
comprehensive
income - - - - 13,868 17,720 31,588
Total
comprehensive
income/(expense)
for the year - - - 1,680,947 (93,304) 17,720 1,605,363
Transfer from
reserve - - (69,510) 69,510 - - -
Balance at 31
March 2013 2,492,267 28,714,157 16,658 (3,676,501) 258,359 98,168 27,903,108
Consolidated statement of changes in equity (continued)
For the year ended 31 March 2013
Share- Trans-
based Retained lation
31 March 2012 Share Share payments profit/ Minority exchange
capital premium reserve (loss) interest reserve Total
GBP GBP GBP GBP GBP GBP GBP
Balance at 1
April 2011 2,492,267 28,714,157 193,801 (5,133,449) 382,560 78,806 26,728,142
Total
comprehensive
expense for
the year
Profit/(loss) - - - (416,382) (32,180) - (448,562)
Total other
comprehensive
expense - - - - 1,283 1,642 2,925
Total
comprehensive
expense for
the year - - - (416,382) (30,897) 1,642 (445,637)
Transfer from
reserve - - (122,873) 122,873 - - -
Share options
granted in
year - - 15,240 - - - 15,240
Balance at 31
March 2012 2,492,267 28,714,157 86,168 (5,426,958) 351,663 80,448 26,297,745
Company statement of changes in equity
For the year ended 31 March 2013
Share- based
31 March 2013 Share Share payments Retained
capital premium reserve loss Total
GBP GBP GBP GBP GBP
Balance at
1 April 2012 2,492,267 28,714,157 86,168 (6,198,136) 25,094,456
Total
comprehensive
income for the
year
Profit - - - 338,246 338,246
Transfer from
reserve - - (69,510) 69,510 -
Balance at
31 March 2013 2,492,267 28,714,157 16,658 (5,790,380) 25,432,702
Share-
based
31 March 2012 Share Share payments Retained
capital premium reserve loss Total
GBP GBP GBP GBP GBP
Balance at
1 April 2011 2,492,267 28,714,157 193,801 (4,857,011) 26,543,214
Total comprehensive
expense for the year
Loss - - - (1,463,998) (1,463,998)
Transfer from reserve - - (122,873) 122,873 -
Share options granted
in year - - 15,240 - 15,240
Balance at
31 March 2012 2,492,267 28,714,157 86,168 (6,198,136) 25,094,456
Consolidated cash flow statement
For the year ended 31 March 2013
Year Year
ended ended
31 March 2013 31 March 2012
Notes GBP GBP
Net cash outflow from operating
activities 24 (1,384,627) (1,319,963)
Investing activities
Investment income 6,889 11,373
Investments - disposal proceeds 12 4,052,412 -
Investments - additions 12 (2,945,779) (63,752)
Loan investments repaid/(advanced) 13 67,929 2,114,946
Purchase of fixed assets 10 ___(8,429) -
Net cash inflow from investing activities 1,173,022 2,062,567
Net (decrease)/increase in cash and cash
equivalents (211,605) 742,604
Cash and cash equivalents at 1 April 2,619,846 1,877,242
________ ________
Cash and cash equivalents at 31 March 17 2,408,241 2,619,846
Company cash flow statement
For the year ended 31 March 2013
Year Year
ended ended
31 March 2013 31 March 2012
Notes GBP GBP
Net cash outflow from operating
activities 24 (1,456,188) (1,334,110)
Investing activities
Investment income 6,889 11,373
Investments - disposal proceeds 12 4,052,412 -
Investments - additions 12 (2,945,779) (63,752)
Loan investments repaid/(advanced) 13 67,929 2,114,946
Purchase of fixed assets 10 __(8,429) -
Net cash inflow from investing activities 1,173,022 2,062,567
Net (decrease)/increase in cash and cash
equivalents (283,166) 728,457
Cash and cash equivalents at 1 April 2,587,728 1,859,271
________ ________
Cash and cash equivalents at 31 March 17 2,304,562 2,587,728
Notes to the financial statements
For the year ended 31 March 2013
1. General information
Toledo Mining Corporation plc is a company incorporated in England and
Wales under the Companies Act 1985. The Company's registered office is
First Floor, 10 Dover Street, London, W1S 4LQ. The registration number
of the Company is 05055833.
The principal activity of the Group is the investment in and exploration
and development of mining projects, specifically in the Philippines.
The Group's principal activity is carried out in US Dollars. The
financial statements are presented in Pounds Sterling as this is the
currency of the country (the UK) where the Company is incorporated and
its ordinary shares are admitted for trading.
The Board of directors has authorised the issue of these financial
statements on the date of the statement as set out on page 12.
2. Accounting policies
Basis of accounting
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs).
The financial statements have been prepared on the historical cost basis
except that certain financial instruments are accounted for at fair
values. The principal accounting policies adopted are set out below.
New standards and interpretations not yet applied
The following standards, amendments to standards and interpretations
have been identified as those which may impact the Group in the period
of initial application. They are available for early adoption at 31
March 2013 but have not been applied in preparing the financial report:
Effective date
IAS 12 (amended) Income taxes 1 January 2014
IAS 19 Employee benefits 1 January 2014
IAS 28 (amended) Investments in associates and joint ventures 1 January 2014
IFRS 9 Financial Instruments 1 January 2015
IFRS 10 Consolidated Financial Statements 1 January 2014
IFRS 11 Joint arrangements 1 January 2014
IFRS 12 Disclosure of interest in other entities 1 January 2014
IFRS 13 Fair value measurements 1 January 2014
The directors do not anticipate that adoption of these standards will
have a material impact on the Group's financial position or performance.
Going concern
The financial statements have been prepared on a going concern basis,
which contemplates continuity of normal business activities and the
realisation of assets and settlement of liabilities in the ordinary
course of business.
The cash flow forecast indicates that from December 2013, the group may
be unable to realize its assets and discharge its liabilities in the
normal course of business. The Directors believe that it is appropriate
to prepare the financial statements on a going concern basis as they
have considered the financial support provided by the majority
shareholder and ultimate controlling party, DMCI. They have considered
this factor in relation to a period of at least the next 12 months and
have therefore concluded that it remains appropriate to prepare the
financial statements on a going concern basis.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and all Group undertakings. Control is
achieved when the Company has the power to govern the financial and
operating policies of an investee entity so as to obtain benefits from
its activities.
On acquisition, the assets and liabilities and contingent liabilities of
a subsidiary are measured at their fair values at the date of
acquisition. Any excess of the cost of acquisition over the fair value
of the identifiable net assets acquired is recognised as goodwill.
Any deficiency of the cost of acquisition below the fair value of the
identifiable net assets acquired (i.e. discount on acquisition) is
credited to the income statement in the period of acquisition. The
interest of minority shareholders is stated at the minority's proportion
of the fair values of the assets and liabilities recognised.
Subsequently, any losses applicable to the minority interest in excess
of the minority interest are allocated against the interests of the
parent.
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those
used by the Group.
All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Non-controlling interests
Non-controlling interests are that part of the net results of operations
and of net assets of a subsidiary attributable to interests which are
not owned directly or indirectly by the Group. They are measured at the
non-controlling shareholders' share of the fair value of the
subsidiary's identifiable assets and liabilities at the date of
acquisition by the Group and the non-controlling shareholders' share of
changes in equity since the date of acquisition. Profit or loss and each
component of other comprehensive income are attributed to the owners of
the parent and to non-controlling interests. Total comprehensive income
is attributed to the owners of the parent and to the non-controlling
interests even if this results in the non-controlling interests having a
deficit balance as non-controlling interests are considered to
participate proportionally in the risks and rewards of an investment in
the subsidiary whether or not they have a legal obligation to make any
further investment.
Investments in associates
An associate is an entity over which the Group is in a position to
exercise significant influence, but not control or joint control,
through participation in the financial and operating policy decisions of
the investee.
The results and assets and liabilities of associates are incorporated in
these financial statements using the equity method of accounting.
Investments in associates are carried in the balance sheet at cost as
adjusted by post-acquisition changes in the Group's share of the net
assets of the associate, less any impairment in the value of individual
investments. Losses of the associates in excess of the Group's interest
in those associates are not recognised.
Where a Group company transacts with an associate of the Group,
unrealised profits and losses are eliminated to the extent of the
Group's interest in the relevant associate. Losses may provide evidence
of an impairment of the asset transferred in which case appropriate
provision is made for impairment.
The Group and its associated undertakings have complied with the
requirements of IFRS 6 Exploration for and evaluation of mineral
resources.
Upon commencement of commercial production operation of a mining
property, the investment in the associate company relating to that
property is amortised on the basis of ore body extracted as a proportion
of the ore body estimate of that property.
Revenue recognition
Revenue and other operating income represent the provision of
consultancy, management and office services for the year.
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable,
which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset's net
carrying amount.
Losses on current asset investments represent realised and unrealised
losses.
Foreign currencies
Transactions in currencies other than Pounds Sterling are recorded at
the rates of exchange prevailing on the dates of the individual
transactions. For practical reasons, a rate that approximates to the
actual rate at the date of the transaction is often used. At each
balance sheet date, assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the
balance sheet date. Gains and losses arising on retranslation are
included in net profit or loss for the period.
On consolidation, the assets and liabilities of the Group's overseas
operations are translated at exchange rates prevailing on the balance
sheet date. Income and expense items are translated at the average
exchange rates for the period unless exchange rates fluctuate
significantly. Exchange differences arising, if any, are classified as
equity and transferred to the Group's translation reserve. Such
translation differences are recognised as income or as expenses in the
period in which the operation is disposed of.
The following rates of exchange have been applied:
2013 2012
1 US Dollar to 1 British Pound
Closing rate 0.6575 0.6254
Average rate 0.6328 0.6265
1 Philippine Peso to 1 British Pound
Closing rate 0.0161 0.0145
Average rate 0.0152 0.0145
Taxation
The income tax expense represents the sum of the tax currently payable
and deferred tax. The tax currently payable is based on taxable profit
for the year. Taxable profit differs from net profit as reported in the
income statement, because it excludes items of income or expense that
are taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Group's liability for current
tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the
computation of taxable profit, and is accounted for using the balance
sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets
are recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the
temporary difference arises from the original recognition of other
assets and liabilities in a transaction that affects neither the tax
profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance
sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply
in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when
it relates to items charged or credited directly to equity, in which
case the deferred tax is also dealt with in equity.
No recognition has been made for the deferred tax asset arising in
respect of current losses as the Directors are of the opinion that this
may not be realisable in the foreseeable future.
Financial instruments
Financial assets and financial liabilities are recognised on the balance
sheet when the Company becomes a party to the contractual provisions of
the instrument.
Non-current intangible assets
Non-current intangible assets are shown at cost less any provisions made
in respect of impairment.
Non-current asset investments
Loan investments are shown at cost less provision for any permanent
diminution in value. Loan investments are recognised as an asset when
sums are advanced.
Property, plant and equipment
Office equipment and furniture are shown at cost less accumulated
depreciation and any recognised impairment loss. Depreciation is charged
so as to write off the cost of assets over their estimated useful lives,
using the straight line method on the following basis:
Office furniture and fittings 33% - 50%
Computer and office equipment 33% - 100%
Cash and cash equivalents
Cash and cash equivalents comprise cash held at bank and on short term
deposits.
Trade payables
Trade payables are not interest bearing and are stated at their nominal
value.
Trade receivables
Trade receivables do not carry any interest and are stated at their
nominal value as reduced by appropriate allowances for estimated
irrecoverable amounts.
Investments
Investments are recognised and derecognised on a trade date where a
purchase or sale of an investment is under a contract whose terms
require delivery of the investment within the timeframe established by
the market concerned, and are initially measured at cost, including
transaction costs.
Investments are classified as held-for-trading and are measured at
subsequent reporting dates at fair value. Where securities are held for
trading purposes, gains and losses arising from changes in fair value
are included in net profit or loss for the period.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds
received except where those proceeds appear to be less than the fair
value of the equity instruments issued, in which case the equity
instruments are recorded at fair value. The difference between the
proceeds received and the fair value is reflected in the share based
payments reserve.
The costs of issuing new equity are charged against the share premium
account.
Operating leases
Rental costs under operating leases are charged to the income statement
on a straight line basis over the term of the lease. Where an incentive
to sign the lease has been taken, the incentive is spread on a straight
line basis over the lease term.
Pension costs
The Company makes no contributions to pension schemes for its employees.
Share-based payments
The Group has applied the requirements of IFRS 2 Share-based payments.
The Group issues equity-settled share-based payments to directors, staff
and certain professional advisors of the Group. Equity-settled
share-based payments are measured at fair value at the date of grant.
The fair value determined at the grant date of the equity-settled
share-based payment is expensed on a straight-line basis over the
vesting period, based on the Group's estimate of shares that will
eventually vest.
Fair value is measured using a Black-Scholes model. The expected life
used in the model has been adjusted, based on management's best estimate,
for the effects of non-transferability, exercise restrictions, and
behavioural considerations.
Critical accounting judgments and key sources of estimation uncertainty
In the process of applying the Group's accounting policies above,
management necessarily makes judgments and estimates that have a
significant effect on the amounts recognised in the financial
statements. Changes in the assumptions underlying the estimates could
result in a significant impact to the financial statements. The most
critical of these accounting judgment and estimation areas is as
follows:
Impairment of assets
The Group reviews the carrying amounts of assets as at each balance
sheet date, or if events or changes in circumstance indicate that the
carrying amount may not be recoverable, to determine whether there is
any indication of impairment. If any such indication exists, the asset's
recoverable amount or value in use is estimated. Determining the value
in use requires the determination of future cash flows expected to be
generated from the continued use and ultimate disposal of the asset.
This requires the Company to make estimates and assumptions that can
materially affect the financial statements. Any resulting impairment
loss could have a material adverse impact on the Group's financial
position and results of operations.
3. Segmental analysis
The turnover and loss before tax are attributable to the principal
activities of the Group.
Segmental information on a geographical basis is set out below:
Year ended 31 March
2013
Other reconciling
items Philippines China Total
GBP GBP GBP GBP
Revenue - - - -
Profit/(Loss) for
the year 338,244 - (244,128) 94,116
Share of associates'
results - 1,479,659 - 1,479,659
Depreciation 2,581 - - 2,581
Total assets 4,359,342 24,283,456 615,527 29,258,325
Total liabilities 877,961 460,250 17,006 1,355,217
Loan investment
additions - 619,795 - 619,795
Year ended 31 March 2012
Other reconciling
items Philippines China Total
GBP GBP GBP GBP
Revenue - - 154,912 154,912
Profit/(loss) for
the year (1,463,998) - (73,303) (1,537,301)
Share of
associates'
results - 1,088,739 - 1,088,739
Depreciation
501 - - 501
Total assets
3,140,476 22,930,313 826,959 26,897,748
Total liabilities
146,325 437,780 15,898 600,003
Loan investment
reductions - (2,078,111) - (2,078,111)
Details of associated companies' results are shown in note 30.
4. Profit/(loss) from operations
Profit/(loss) from operations is stated after charging:
Year ended Year ended
31 March 31 March
2013 2012
GBP GBP
Auditors remuneration:
- auditing of the financial statements of the
Company
pursuant to legislation 25,200 32,000
- audit related assurance services 16,360 15,860
- taxation compliance services 3,685 -
- all taxation advisory services not fully within
the above 25,000 -
- other services 17,600 -
Audit fees - other auditors 43,476 40,476
Operating lease - office rent 41,400 55,200
Foreign exchange gains 835,717 67,615
Directors' fees and emoluments (see note 6) 604,036 354,640
Depreciation 2,581 501
5. Particulars of employees
The average number of staff employed by the Group during the financial
year amounted to:
Year ended Year ended
31 March 2013 31 March 2012
No. No.
Administrative staff 1 1
Management 1 -
2 1
The aggregate costs were:
GBP GBP GBP
Wages and salaries 182,606 38,662 43,404
Social security costs 102,389 33,829 (1,115)
Compensation for loss of long term incentive plan 75,719 - 57,640
360,714 72,491 99,929
Compensation for loss of long term incentive plan became payable to
certain key management of the Company on change of control following the
announcement on 15 February 2013 of the Mandatory Cash Offer by DMCI
Mining Corporation.
6. Directors' emoluments and fees
The Company employed six directors during the year (2012: six) with
aggregate emoluments in respect of qualifying services as follows:
Year ended Year ended
31 March 31 March
2013 2012
GBP GBP
Directors' emoluments (1) 493,433 226,000
Directors' fees 74,161 51,000
Amounts paid to third parties for the provision of
directors' services 36,442 62,400
Share-based payment - 15,240
604,036 354,640
Year ended Year ended
31 March 2013 31 March 2012
Highest paid director GBP GBP
Director's emoluments (1) 493,433 220,000
Share-based payment - 15,240
423,433 235,240
Notes
(1) Includes bonuses of GBP70,000 for each of financial years ended 31
March 2012 and 2013, and GBP126,912 compensation for loss of long term
incentive plan on change of control following the announcement on 15
February 2013 of the mandatory cash offer by DMCI Mining Corporation.
(2) Amounts paid in respect of professional consulting services are not
included above. These are disclosed in the Report of the directors and
the related party transactions note 26 discloses the full amounts paid
to directors directly and to third parties for directors' fees,
consulting fees and expenses.
7. Investment income
Year ended Year ended
31 March 2013 31 March 2012
Group Group
GBP GBP
Interest on bank deposits 6,889 11,373
_____ _____
6,889 11,373
8. Income tax expense
Group Group
Year ended Year ended
31 March 31 March
2013 2012
GBP GBP
Taxation charge - -
Current tax reconciliation
Profit/(loss) for the year before taxation 1,573,775 (448,562)
Group Group
Year ended Year ended
31 March 31 March
2013 2012
GBP GBP
Profit/(loss) for the year multiplied by standard
rate of UK corporation tax 24% (2012: 26%) 377,706 (116,626)
Effects of:
Exempt capital gain
Mandatory cash offer defence costs not deductible (441,595) -
for tax purposes 106,644 -
Expenses not deductible for tax purposes 47,932 85,846
Excess of capital allowances over depreciation (1,837) (2,779)
Overseas profit/(loss) 58,591 19,059
Share of associates' results (355,118) (283,072)
Increase in potential tax credits 207,677 297,572
Taxation charge - -
Potential UK tax credits available multiplied by
standard rate of UK corporation tax 24% (2012: 26%) 963,037 1,116,099
No recognition has been made of the deferred tax asset in respect of the
losses shown above as the directors are of the opinion that this may not
be realisable in the foreseeable future.
The effective rate of taxation has decreased to 24% from 26% due to
legislative changes.
9. Profit/(loss) per share
Including share of associates' results
Profit per share has been calculated by dividing the profit for the year
after taxation including share of associates' profits of GBP1,479,659
(2012: GBP1,088,739) attributable to the equity holders of the parent
company of GBP1,680,947 (2012: loss GBP416,382) by the weighted average
number of shares in issue at the year end of 49,845,333 (2012:
49,845,333).
Diluted profit/(loss) per share has been calculated using the weighted
average number of shares in issue at the year end, diluted for the
effect of share options in existence at the year end of 275,000 (2012:
665,000).
Excluding share of associates' results
Profit per share has been calculated by dividing the profit for the year
after taxation excluding share of associates profits of GBP1,479,659
(2012: GBP1,088,739) attributable to the equity holders of the parent
company of GBP201,288 (2012: loss of GBP1,505,121) by the weighted
average number of shares in issue at the year end of 49,845,333 (2012:
49,845,333).
Diluted profit/(loss) per share has been calculated using the weighted
average number of shares in issue at the year end, diluted for the
effect of share options in existence at the year end of 275,000 (2012:
665,000).
10. Property, plant and equipment
Company and Group
Computer and Furniture, fixtures
office equipment and fittings Total
GBP GBP GBP
Cost
Balance at 1 April 2012 41,501 38,105 79,606
Additions 7,369 1,060 8,429
______ ______ ______
Balance at 31 March 2013 48,870 39,165 88,035
Depreciation
Balance at 1 April 2012 40,818 38,105 78,923
Charge for the year 2,494 87 2,581
______ ______ ______
Balance at 31 March 2013 43,312 38,192 81,504
Net book value
At 31 March 2013 5,558 973 6,531
At 31 March 2012 683 - 683
Company and Group
Computer and Furniture, fixtures
office equipment and fittings Total
GBP GBP GBP
Cost
Balance at 1 April 2011 41,501 38,105 79,606
_____ _____ _____
Balance at 31 March 2012 41,501 38,105 79,606
Depreciation
Balance at 1 April 2011 40,317 38,105 78,422
Charge for the year 501 - 501
_____ _____ _____
Balance at 31 March 2012 40,818 38,105 78,923
Net book value
At 31 March 2012 683 - 683
At 31 March 2011 1,184 - 1,184
11. Investment in subsidiary undertakings
Company 2013 2012
GBP GBP
Cost
Balance brought forward 10,286 10,286
_____ _____
Balance carried forward 10,286 10,286
Subsidiary Country of Holding Proportion of Nature of
undertaking incorporation voting shares business
held
China Nickel British Ordinary 56.1% Consultancy
Corporation Virgin shares Services
Islands
China Nickel & British Ordinary 100% Dormant
Steel Corporation Virgin shares
Islands
12. Investment in associated undertakings
Group 2013 2012
GBP GBP
Cost
Balance brought forward 11,057,195 9,904,704
Disposal (2,212,431) -
Addition 2,945,779 63,752
Share of associate undertakings' results 1,479,659 1,088,739
_________ _________
Balance carried forward 13,270,202 11,057,195
Amortisation/impairment
Balance brought forward 1,773,666 1,468,903
Impairment charge - 304,763
_________ ________
Balance carried forward 1,773,666 1,773,666
Net book value 11,496,536 9,283,529
On 31 December 2012 the Company acquired an additional 18.7% interest in
BNC from ENK plc for consideration of US$4,762,780 (GBP2,945,779) and on
the same date disposed of a 31.0% interest in Nickeline Resource
Holdings ('NRH') to DMCI (an indirect interest of 18.6% in BNC) for
consideration of US$6,552,000 (GBP4,052,412) at an historical cost of
US$3,983,310 (GBP2,212,431) giving rise to a gain of GBP1,839,981.
Company 2013 2012
GBP GBP
Cost
Balance brought forward 10,654,682 10,590,930
Disposal (2,212,431) -
Addition 2,945,779 63,752
_________ _________
Balance carried forward 11,388,030 10,654,682
2013 2012
GBP GBP
Amortisation/impairment
Balance brought forward 1,773,666 1,468,903
Impairment charge - 304,763
_________ ________
Balance carried forward 1,773,666 1,773,666
Net book value 9,614,364 8,881,016
13. Loans and receivables
Company and Group 2013 2012
GBP GBP
Balances brought forward 14,049,297 16,127,408
Net repayments (67,929) (2,114,946)
Translation exchange movement 687,724 36,835
Balances carried forward 14,669,092 14,049,297
In 2007, the Company entered into an agreement to make a loan facility
available to Brooks Nickel Ventures Inc. (Brooks) of up to US$2.5
million, secured over Brooks' share of the Ipilan nickel project. This
facility was subsequently increased in 2007 and in 2010 to US$10 million
and terms extended from three to four years from each drawdown, to meet
continuing pre-operational exploration and working capital requirements.
The loan bears interest at 10% cumulative per annum and is repayable out
of Brooks' share of the Ipilan nickel project operating cash flow. From
20 March 2012 to date the Company has agreed to temporary extensions of
the loan facility in respect of the continued Ipilan nickel project
funding requirements in excess of the US$10 million facility and a
moratorium on interest charges from 1 April 2011 pending agreement among
Ipilan Nickel Corporation and its venture partners to restructure the
loan. The principal amount advanced at 31 March 2013 was US$11,056,329
(2012: US$10,225,330). The Company has advanced since the balance sheet
date a further US$220,000 on 26 June 2013.
As repayments of loans are linked to successful commercial exploitation
of the Berong and Ipilan nickel projects respectively, the Directors are
of the opinion that it would be impractical to predict when these
repayments might occur. The Brooks receivable is therefore shown at
historical cost.
Under the Celestial/Ipilan Venture Agreement, the Company has the option
to take a 40% holding in Celestial Nickel Mining and Exploration
Corporation (Celestial). In August 2007, the board agreed to an advance
of US$900,000 against the option exercise amount. If the Company decides
not to exercise the option to purchase, or is prevented by any cause
from exercising the option to purchase, then the borrowers are required
to reimburse the advance. The advances are interest-free and guaranteed
by Celestial but are otherwise unsecured. Due to the uncertainty as to
when, or if, the Company will exercise this option, the receivable has
been shown at historical cost.
Under the Berong Venture Agreement, the Company has advanced funds to
Berong Nickel Corporation (BNC) to meet ongoing mine development costs.
The total amount advanced at 31 March 2013 was US$7,360,503 (2012:
US$8,345,593), following repayment of US$2,774,310 by BNC in October
2012 and acquisition from ENK plc in December 2012 of rights to
stockholder advances to BNC of US$1,789,220. The loan amounts advanced
are interest-free, unsecured and have no fixed terms of repayment. As
repayments are linked to successful commercial exploitation of the
Berong nickel project, the Directors are of the opinion that it would be
impractical to predict when this receivable will be repaid and it is
therefore shown at historical cost.
14. Trade and other receivables - non-current
Company and Group
2013 2012
GBP GBP
Rent deposit 41,400 41,400
15. Trade and other receivables - current
Group Company Group Company
2013 2013 2012 2012
GBP GBP GBP GBP
Trade receivables 516,199 4,352 800,672 5,831
Prepayments and other receivables 23,816 23,816 15,977 15,977
Other taxes recoverable (see note 16) 96,510 96,510 86,344 86,344
636,525 124,678 902,993 108,152
16. Other taxes recoverable
Group Company Group Company
2013 2013 2012 2012
GBP GBP GBP GBP
Net payroll taxes 14,948 14,948 12,267 12,267
VAT 81,562 81,562 74,077 74,077
96,510 96,510 86,344 86,344
17. Cash and cash equivalents
Group Company Group Company
2013 2013 2012 2012
GBP GBP GBP GBP
Cash held in trust bank account 11,663 11,663 5,177 5,177
Cash at bank and in hand 2,396,578 2,292,899 2,614,669 2,582,551
2,408,241 2,304,562 2,619,846 2,587,728
18. Trade and other payables
Group Company Group Company
2013 2013 2012 2012
GBP GBP GBP GBP
Trade payables 93,965 93,965 16,817 16,817
Accruals 514,625 497,619 120,373 104,476
Other payables 583,883 583,883 462,813 462,813
Other taxes (see note 19) 162,744 162,744 - -
1,355,217 1,338,211 600,003 584,106
Other payables include the Company's remaining expenditure commitments
which have been capitalised as part of the cost of acquiring the equity
interests in the fixed asset investments as follows:
Group Company Group Company
2013 2013 2012 2012
GBP GBP GBP GBP
Ulugan nickel project 460,250 460,250 437,780 437,780
19. Other taxes
Group Company Group Company
2013 2013 2012 2012
GBP GBP GBP GBP
Payroll taxes 162,744 162,744 - -
162,744 162,744 - -
20. Called up share capital
Company
Number GBP Number GBP
Ordinary shares of 5p each 2013 2013 2012 2012
Authorised 66,460,453 3,323,023 66,460,453 3,323,023
Allotted and fully paid 49,845,333 2,492,267 49,845,333 2,492,267
The Company has one class of ordinary shares which carry no right to
fixed income.
Share options in existence at 31 March 2013 are as follows:
Number Description Exercise price Expiry date
75,000 Ordinary shares GBP0.50 9 November 2013
200,000 Ordinary shares GBP0.45 21 October 2014
The share options vested on the date of grant and were capable of being
exercised at any time from the date of grant. On 19 April 2013 all of
the share options outstanding at 31 March 2013 were exercised for cash
pursuant to terms of the Mandatory Cash Offer from DMCI Mining
Corporation.
21. Share premium account
Company
2013 2012
GBP GBP
Balance brought forward 28,714,157 28,714,157
_________ _________
Balance carried forward 28,714,157 28,714,157
On 25 April 2013 a premium of GBP113,750 arose on the issue of 275,000
new ordinary shares allotted by the Company pursuant to the exercise of
share options.
22. Share-based payments reserve
Company
2013 2012
GBP GBP
Balance brought forward 86,168 193,801
Share options granted in year - 15,240
Transfer to retained loss (69,510) (122,873)
_______ _______
Balance carried forward 16,658 86,168
The share-based payments reserve relates to share options granted to
directors, staff and certain professional advisors.
The share options vest on the date of grant and are capable of being
exercised at any time between the date of grant and the expiry date.
Share options granted shall expire on the earlier of the date of expiry
and 90 days after the date the grantee ceases to be a director or
employee of the Company or of its associate (this can be amended at the
discretion of the Directors).
Movement on share options was as follows:
2013 2012
No. of options No. of options
Options at beginning of year 665,000 665,000
Options granted - 200,000
Options lapsed (390,000) (200,000)
_______ _______
Options at end of year 275,000 665,000
Options exercisable at year end 275,000 665,000
Weighted average exercise prices were as follows:
Options at beginning of year GBP0.48 GBP0.73
Options granted - GBP0.45
Options lapsed GBP0.50 GBP1.25
Options at end of year GBP0.46 GBP0.48
Options exercisable at year end GBP0.46 GBP0.48
2013 2012
Weighted average remaining contracted life of options
outstanding at year end (years) 1.3 1.3
Exercise prices of options outstanding at the year
end
2013 2012
No. of options No. of options
Exercise price per share
GBP0.45 200,000 200,000
GBP0.50 75,000 465,000
275,000 665,000
Weighted average fair value of options granted in - GBP0.08
the period
The option pricing model used in calculating the fair value of options
granted was the Black Scholes model.
Inputs into the model for share options granted in the year were as
follows:
2013 2012
Weighted average share price - GBP0.29
Weighted average exercise price - GBP0.45
Average expected volatility - 67%
Average option life (years) - 3.0
Average risk-free rate - 0.87%
Expected dividends - Nil
Expected volatility was determined by calculating the actual volatility
of the Company's share price based on historical movement.
23. Non-controlling interest - Group
The non-controlling interest is in relation to a 43.9% share in China
Nickel Corporation.
2013 2012
GBP GBP
Share of current assets 265,824 358,642
Share of current liabilities _(7,465) _(6,979)
258,359 351,663
24. Cash flows from operating activities
Group 2013 2012
GBP GBP
Net profit/(loss) from operations 1,566,886 (459,935)
Adjustments for:
Share of associate undertakings' (profits)/losses (1,479,659) (1,088,739)
Unrealised losses on investments - 304,763
Unrealised foreign exchange movements (633,665) (32,510)
Depreciation 2,581 501
Share-based payments charge - 15,240
Gains on non-current investments (1,839,981) -
Operating cash flows before movements in working
capital (2,383,838) (1,260,680)
Decrease in trade and other receivables 266,468 32,282
Increase/(decrease) in trade and other payables 732,743 (91,565)
Cash outflow from operations (1,384,627) (1,319,963)
Company 2013 2012
GBP GBP
Net profit/(loss) from operations 331,358 (1,475,369)
Adjustments for:
Unrealised losses on investments - 304,763
Unrealised foreign exchange movements (665,255) (35,437)
Depreciation 2,581 501
Share-based payments charge - 15,240
Gains on non-current investments (1,839,981) -
Operating cash flows before movements in working
capital (2,171,297) (1,190,302)
Increase in trade and other receivables (16,526) (56,776)
Increase/(decrease) in trade and other payables 731,635 (87,032)
_________ _________
Cash outflow from operations (1,456,188) (1,334,110)
25. Controlling party
During the period 1 April 2012 to 30 April 2013 there was no ultimate
controlling party of the Company. On 1 May 2013 DMCI Mining Corporation,
a wholly owned subsidiary of DMCI Holdings Inc. (DMCI Holdings), a
Philippines Stock Exchange listed public company, notified the Company
that DMCI owned or had received valid acceptances in respect of
33,341,246 Toledo Shares representing 66.52% of the Company's issued
share capital. Toledo's Board of Directors considers that DMCI Holdings
is the controlling party and the Company a subsidiary of DMCI Holdings
from that date.
26. Related party transactions
The Company was charged GBP16,242 (2012: GBP94,350) by Metal Analysis
Limited for the provision of services of R Eccles, GBP10,642 (2012:
GBP38,400) for services as Chairman and Director of the Company and
GBP5,600 (2012: GBP55,950) for services as a consultant to the Company.
Metal Analysis Limited also incurred expenses and recharged to the
Company GBP3,680 (2012: GBP4,491).
At the year end the Company owed GBP nil (2012: GBP4,900) to Metal
Analysis Limited.
During the year, the Company was charged GBP32,300 (2012: GBP29,000) by
BB Mining Limited for the provision of services of S Purkiss, GBP25,800
(2012: GBP24,000) for services as Director and Audit Committee chairman
of the Company and GBP6,500 (2012: GBP5,000) for services as a
consultant to the Company.
At the year end, the Company owed GBP9,600 (2012: GBP4,000) to BB Mining
Limited.
The Company was charged GBP74,650 (2012: GBP64,900) by C Thanassoulas,
GBP34,400 (2012: GBP26,400) for services as Director and Chairman of the
Company and GBP40,250 (2012: GBP38,500) for services as a consultant to
the Company. C Thanassoulas also incurred expenses and recharged to the
Company GBP1,778 (2012: GBP nil).
At the year end the Company owed GBP1,200 (2012: GBP1,200) to C
Thanassoulas.
The Company was charged GBP24,000 (2012: GBP24,000) by J Cheng for
services as Director of the Company.
J Cheng is controlling shareholder and Managing Director of Daintree
Resources Ltd ("Daintree"). At 31 March 2012 Daintree held 10,972,250
ordinary shares in the Company. On 24 October 2012 Daintree sold
8,480,250 shares to DMCI at a price of 40 pence. On 30 October 2012
Daintree sold its remaining holding of 2,492,000 shares to Forth Asset
Management Ltd, a company associated with Fevamotinico S.A.R.L which
holds 10,060,000 shares in the Company.
The Company was charged GBP12,761 (2012: GBP nil) by R Jenkins, GBP7,761
for services as Director and Audit Committee Chairman of the Company and
GBP5,000 for services as a consultant to the Company.
The Company has made provision of GBP8,000 (2012: GBP nil) for
non-executive fees payable to I Consunji for services as Director. Mr
Consunji is President and CEO of DMCI Holdings Inc., parent company of
DMCI.
At the year end the Company owed GBP8,000 (2012: GBP nil) to I Consunji.
ENK plc (ENK) (formerly European Nickel plc) was a substantial
shareholder of the Company and an 18.7% venture partner in BNC
throughout the period. On 8 May 2012 ENK announced the sale of its
interest in the Company and the conditional sale of its interest in BNC.
On 29 June 2012 the Company announced that it has exercised its right of
first refusal to acquire ENK's interest in BNC. Simon Purkiss is past
director of ENK and during the year provided services as a consultant to
ENK. ENK is a 60% owned subsidiary of DMCI.
Atlas and DMCI (2012: ENK plc) are joint venture partners with the
Company under the Berong Venture Agreement.
Brooks and Celestial are joint venture partners with the Company under
the Celestial/Ipilan Venture Agreement.
Atlas is joint venture partner with the Company under the Ulugan Venture
Agreement.
Under the Berong, Celestial/Ipilan and Ulugan Venture Agreements, the
Company has through the expenditure of qualifying costs of GBP10,464,306
acquired equity interests in the following Philippines' registered
companies.
Ulugan Nickeline Nickel
TMM Resources Ulugan Resources Laterite Berong Ipilan
Management Holdings Nickel Holdings Resources Nickel Nickel
Inc. Inc. Corp. Inc. Inc. Corp. Corp.
Direct 40% 30% 40% 9% 20% 40.0% 40%
Indirect - - 18% 18% - 16.2% 12%
Total 40% 30% 58% 27% 20% 56.2% 52%
In 2007, the Company entered into an agreement to make a loan facility
available to Brooks of up to US$2.5 million, secured over Brooks' share
of the Ipilan nickel project. This facility was subsequently increased
in 2007 and in 2010 to US$10 million and terms extended from three to
four years from each drawdown, to meet continuing pre-operational
exploration and working capital requirements. The loan bore interest at
10% cumulative per annum to 31 March 2011, since which date the parties
have agreed to a moratorium on further interest charges, and is
repayable out of Brooks' share of the Ipilan nickel project operating
cash flow. The principal amount advanced at 31 March 2013 was
US$11,056,329 (2012: US$10,225,330); a further advance of US$220,000 was
made in June 2013. Since the termination of negotiations with Jinchuan
for the sale of interests in INC, the Company has been in and is
continuing discussions with INC and the Ipilan Venture partners in
respect of an appropriate restructuring of the loan agreement.
Under the Celestial Venture Agreement, the Company has the option to
take a 40% holding in Celestial. During the year ended 31 March 2007
the Company agreed to an advance of US$900,000 jointly to Celestial and
its shareholders, as shown in note 13, against the option exercise
amount. If the Company decides not to exercise the option to purchase,
or is prevented by any cause from exercising the option to purchase,
then the borrowers are required to reimburse the US$900,000. The
advance is interest-free and guaranteed by Celestial and its guarantors
but is otherwise unsecured.
Celestial owns 40% of the issued share capital of Nickel Laterite
Resources Inc.
During the previous year, the Company paid Celestial US$200,000 on
completion of the definitive mining feasibility study. There is an
agreement in place such that the Company has a commitment to make
certain further payments to Celestial as described in note 27.
A potential claim for an unspecified sum for breach of contract was
previously notified to the Company in respect of a dispute with
Celestial. The Directors are firmly of the opinion that the claim,
which is now beyond rescission, was without any legal or factual basis.
No provision had been made in prior years' accounts in respect of the
claim.
The Company's expenditure commitment under the Ulugan Venture Agreement
at the year end and at 31 March 2012 was US$700,000.
Under the Berong Venture Agreement, the Company has advanced funds to
BNC to meet ongoing mine development costs, of which US$6,129,258 was
repaid in 2007. During the year BNC repaid to the Company an amount of
US$2,774,310 (2012: advanced to BNC US$392,588). On 31 December 2012 the
Company purchased from ENK rights to BNC stockholder advances of
US$1,789,220. This purchase forms part of the balance of the loan to BNC
at 31 March 2013 of US$7,360,503 (2012: US$5,571,283). This amount
forms part of the total amount advanced as shown under non-current loan
investments (see note 13). The loan amounts advanced are interest-free,
unsecured and have no fixed terms of repayment.
The Company has two subsidiaries, details of which are given in note 11.
During the year, China Nickel Corporation (CNC) charged BNC US$ nil
(2012: US$173,086) in respect of consulting fees. At the year end, BNC
owed CNC US$674,147 (2012: US$1,138,604).
During the year, CNC charged INC US$ nil (2012: US$74,180) in respect of
consulting fees. At the year end, INC owed CNC US$104,328 (2012:
US$104,328).
27. Commitments and contingencies
Under a royalty agreement, the Company has made a commitment to make
certain payments to Celestial as follows:
Upon completion of positive bankable feasibility study US$500,000
Upon the commencement of construction of plant US$1,200,000
28. Post balance sheet events
On 25 April the Company issued 275,000 new ordinary shares of 5 pence
each as a result of the exercise of options by Victor Kolesnikov, the
Company's Chief Executive, and a senior manager of the Toledo group.
Victor Kolesnikov exercised 200,000 options into new shares at a price
of 45 pence per share. The new shares were allotted to DMCI and accepted
into the cash offer to acquire the entire issued and to be issued share
capital of Toledo not already owned by DMCI, pursuant to a cashless
exercise facility made available by DMCI to the option holders and as a
result of the exercise of options the Company received GBP127,500 (net
of payments to option holders who received cash for their options of the
Offer price less exercise price). A share premium of GBP113,750 arose on
the issue of the new shares. Following the issue of the new shares the
total number of shares in issue is 50,120,333, each carrying the right
to one vote.
On 1 May 2013 DMCI announced the level of acceptances that it had
received in relation to its Offer and that the Offer was closed and is
no longer capable of acceptance. Together with the 18,818,344 Toledo
shares already owned by DMCI, plus a further 615,000 Toledo Shares
acquired through market purchases and the 275,000 shares issued on 19
April 2013 on exercise of share options by Toledo management, DMCI then
owned or had received valid acceptances in respect of 33,341,246 Toledo
Shares representing 66.52% of the Company's issued share capital. On 17
July 2013 DMCI notified the Company that it had increased its holding to
34,120,333 shares, representing 68.18% of the Company's issued share
capital. As at 3 September 2013 DMCI held 34,231,246 shares,
representing 68.30% of the Company's issued share capital.
On 20 June 2013 the Company agreed by letter to further increase the
Brooks loan facility to US$11,276,329 and has advanced a further
US$220,000 since the balance sheet date, bringing the facility to fully
drawn, and to extend the moratorium since 1 April 2011 on interest
charges and to not make immediate demand of repayments falling due,
until 31 August 2013. The Company has not issued a demand for repayment
as at the date of these financial statements.
29. Financial assets and liabilities
The Group's financial instruments comprise cash and cash equivalents,
loan investments and financial assets and various items such as trade
receivables, trade payables, accruals and prepayments that arise
directly from its operations.
The main purpose of these financial instruments is to finance the
Group's operations.
The Board regularly reviews and agrees policies for managing the level
of risk arising from the Group's financial instruments. These are
summarised below:
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company and
Group, and arises principally from the consolidated entity's loan
receivables which are considered by the directors to be recoverable.
The carrying amounts of the financial assets recognised in the balance
sheet best represents the Company and Group's maximum exposure to credit
risk at the reporting date. In respect of certain of the loans
receivable the amounts are repayable from the borrower's share of cash
flows from the related mining projects (see note 13). No other
collateral or security is held by the Company or Group in respect of
these assets. The credit quality of all financial assets that are
neither past due nor impaired is appropriate and is consistently
monitored in order to identify any potential adverse changes in credit
quality. There are no financial assets that have had renegotiated terms
that would otherwise, without that renegotiation, have been past due or
impaired at the balance sheet date.
Liquidity risk
Liquidity risk is the risk that the Company and Group will not be able
to meet its financial obligations as they fall due.
The Company and Group's policy throughout the year has been to ensure
that it has adequate liquidity to meet its liabilities when due by
careful management of its working capital.
The following are the contractual maturities of financial liabilities:
Group
3 months or Greater than 3
31 March 2013 Carrying amount Cash flows less months
GBP GBP GBP GBP
Trade and other
payables 217,598 217,598 217,598 -
Project
expenditure
commitment 460,250 460,250 - 460,250
Other taxes 162,744 162,744 162,744 -
840,592 840,592 380,342 460,250
3 months or Greater than 3
31 March 2012 Carrying amount Cash flows less months
GBP GBP GBP GBP
Trade and other
payables 41,849 41,849 41,849 -
Project
expenditure
commitment 437,780 437,780 - 437,780
_______ _______ ______ _______
479,629 479,629 41,849 437,780
Company
3 months or Greater than 3
31 March 2013 Carrying amount Cash flows less months
GBP GBP GBP GBP
Trade and other
payables 217,598 217,598 217,598 -
Project
expenditure
commitment 460,250 460,250 - 460,250
Other taxes 162,744 162,744 162,744 -
840,592 840,592 380,342 460,250
3 months or Greater than 3
31 March 2012 Carrying amount Cash flows less months
GBP GBP GBP GBP
Trade and other
payables 41,849 41,849 41,849 -
Project
expenditure
commitment 437,780 437,780 - 437,780
_______ _______ ______ _______
479,629 479,629 41,849 437,780
Market risk
Market risk is the risk that changes in market prices, such as commodity
prices, foreign exchange rates, interest rates and equity prices will
affect the Company's and Group's income or the value of its holdings in
financial instruments.
Commodity price risk
The principal activity of the Company and the Group is the development
of nickel mining properties in the Philippines and the principal market
risk facing the Group is an adverse movement in the commodity price of
nickel.
Any long-term adverse movement in this price would affect the commercial
viability of the mining properties and hence the value of investments by
the Company and the Group as a whole.
Foreign currency risk
The Group undertakes transactions principally in Pounds Sterling and US
Dollars. While the Group continually monitors its exposure to movements
in currency rates, it does not utilise hedging instruments to protect
against currency risks. The main currency exposure risk to the Company
is in relation to the US Dollar loan investments which are repayable in
US Dollars.
Interest rate risk
The Group utilises cash deposits at variable rates of interest for a
variety of short-term periods, depending on cash requirements. The rates
are reviewed regularly and the best rate obtained in the context of the
Group's needs.
Extent and nature of financial instruments
The financial assets and liabilities held by the Company and Group at
the period end are shown below together with their fair values. Fair
values have been arrived at after due and careful consideration by the
Company's Directors.
Group 31 March 31 March 31 March 31 March
2013 2013 2012 2012
GBP GBP GBP GBP
Assets Carrying Net fair Carrying Net fair
amount value amount value
Loans and receivables 14,669,092 14,669,092 14,049,297 14,049,297
Trade and other receivables 558,098 558,098 842,072 842,072
Other taxes recoverable 96,510 96,510 86,344 86,344
Short-term deposits 400 400 413,264 413,264
Cash at bank and in hand 2,407,841 2,407,841 2,206,582 2,206,582
_________ _________ _________ _________
17,731,941 17,731,941 17,597,559 17,597,559
31 March 31 March 31 March 31 March
2013 2013 2012 2012
GBP GBP GBP GBP
Liabilities Carrying Net fair Carrying Net fair
amount value amount value
Trade and other payables 217,598 217,598 41,850 41,850
Project expenditure commitment 460,250 460,250 437,780 437,780
Other taxes 162,744 162,744 - -
________ _______ ________ ________
840,592 840,592 479,630 479,630
Company 31 March 31 March 31 March 31 March
2013 2013 2012 2012
GBP GBP GBP GBP
Assets Carrying Net fair Carrying Net fair
amount value amount value
Loans and receivables 14,669,092 14,669,092 14,049,297 14,049,297
Trade and other receivables 4,851 4,851 47,231 47,231
Other taxes recoverable 96,510 96,510 86,344 86,344
Short-term deposits 400 400 413,264 413,264
Cash at bank and in hand 2,304,162 2,304,162 2,174,464 2,174,464
_________ _________ _________ _________
17,075,015 17,075,015 16,770,600 16,770,600
31 March 31 March 31 March 31 March
2013 2013 2012 2012
GBP GBP GBP GBP
Liabilities Carrying Net fair Carrying Net fair
amount value amount value
Trade and other payables 217,598 217,598 41,850 41,850
Project expenditure
commitment 460,250 460,250 437,780 437,780
Other taxes 162,744 162,744 - -
________ _______ _______ _______
840,592 840,592 479,630 479,630
Capital management
The Company's capital consists wholly of ordinary shares. There are no
other categories of shares in issue and the Company does not use any
other financial instruments as capital substitutes or quasi capital. The
Company manages its issued capital by considering future capital
requirements of the Group which are largely dictated by the exploration
and development of the mining properties in the Philippines and the head
office overhead costs of the Company in London. The Company's board of
directors as a whole manages the capital by considering the need to
raise further capital to meet the above costs on a rolling twelve months
basis so as to enable the accounts to be prepared on a going concern
basis but without unnecessary dilution of existing shareholder
interests. The board always places a priority on maximising the return
to existing shareholders before raising further capital.
There are no externally imposed capital requirements on the Company.
Details of the ordinary share capital are set out in note 20.
30. Associate undertakings
On 31 December 2012 the Company acquired an additional 18.7% interest in
BNC from ENK plc for consideration of US$4,762,780 (GBP2,945,779). On
the same date disposed of a 31.0% interest in Nickeline Resource
Holdings ('NRH') to DMCI, an indirect interest of 18.6% in BNC, for
consideration of US$6,552,000 (GBP4,052,412) at an historical cost of
US$3,983,310 (GBP2,212,431).
The Company has equity holdings in the following associate undertakings:
As at 31 March 2013
Ulugan Nickeline Nickel
TMM Resources Ulugan Resources Laterite Berong Ipilan
Management Holdings Nickel Holdings Resources Nickel Nickel
Inc. Inc. Corp. Inc. Inc. Corp. Corp.
Direct 40% 30% 40% 9% 20% 40.0% 40%
Indirect - - 18% 18% - 16.2% 12%
Total 40% 30% 58% 27% 20% 56.2% 52%
As at 31 March 2012
Ulugan Nickeline Nickel
TMM Resources Ulugan Resources Laterite Berong Ipilan
Management Holdings Nickel Holdings Resources Nickel Nickel
Inc. Inc. Corp. Inc. Inc. Corp. Corp.
Direct 40% 30% 40% 40% 20% 21.3% 40%
Indirect - - 18% 18% - 34.8% 12%
Total 40% 30% 58% 58% 20% 56.1% 52%
The principal place of business and country of incorporation of the
associate undertakings is the Philippines.
Summarised results of the associate undertakings as translated into
sterling are as follows:
Berong Nickel Ipilan Nickel Remaining
Corporation Corporation Associates Total
Year ended 31
March 2013 GBP GBP GBP GBP
Revenue 18,801,384 - 424,798 19,226,182
Profit for the
year 2,512,761 124,105 8,235 2,645,101
Total assets 20,207,664 8,445,564 2,709,196 31,362,424
Total
liabilities 11,354,453 9,345,102 2,547,539 23,247,094
Berong Nickel Ipilan Nickel Remaining
Corporation Corporation associates Total
Year ended 31
March 2012 GBP GBP GBP GBP
Revenue 11,053,650 - 416,687 11,470,337
Profit/(loss)
for the year 2,055,970 (129,398) 6,846 1,933,418
Total assets 17,840,329 7,291,689 2,160,643 27,292,661
Total
liabilities 12,263,983 8,220,221 1,977,416 22,461,620
31. Operating lease commitments
The Company and Group had outstanding operating lease commitments
falling due as follows:
Land and buildings 2013 2012
GBP GBP
Within one year 34,500 34,500
Within 2 - 5 years 103,500 151,176
Total 138,000 185,676
On 24 September 2011, the Company entered into a lease to occupy its
offices at First Floor, 10 Dover Street, London, W1S 4LQ for a period
expiring on 23 September 2016.
Corporate directory
Directors Constantine Thanassoulas (Chairman)
Victor Kolesnikov (Chief Executive Officer)
Robert Jenkins (Independent Non-executive
Director)
Simon Purkiss (Non-executive Director)
Jason Cheng (Non-executive Director)
Isidro Consunji (Non-executive Director)
Secretary Adrian Harvey FCCA (Chief Financial Officer)
Registered office First Floor
10 Dover Street
London
W1S 4LQ
Nominated adviser
and broker RFC Ambrian
Condor House
10 St Paul's Churchyard
London
EC4M 8AL
Solicitors Thrings LLP
Kinnaird House
1 Pall Mall East
London
SW1Y 5AU
Auditors Sawin & Edwards
Suite 1.3
Vernon House
23 Sicilian Avenue
London
WC1A 2QS
Principal bankers Coutts & Co
188 Fleet Street
London
EC4A 2HT
Registrars Capita IRG plc
Bourne House, 34 Beckenham
Road
Beckenham
Kent
BR3 4TU
Website www.toledomining.com
This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the
information contained therein.
Source: Toledo Mining Corporation PLC via Thomson Reuters ONE
HUG#1727541
http://www.toledomining.com/
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Grafico Azioni Toledo Mining (LSE:TMC)
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