02282739-00000001-00035036-s@#2014TriStar#Q3#Q3FS-PDF 002002001130Tri-Star Resources Plc 2014112420141124120225101
02282739-00000001-00035036-s@#2014TriStar#Q3#Q3FS-PDF
02282739
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002
Other Issuers
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Continuous Disclosure
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016004
Interim financial statements/report - English
20141124
20141124
BC
AB
ON
00035036
Tri-Star Resources Plc
Tri-Star Resources Plc
Emin Eyi
440
1233619550
England and Wales
099099000000000000000090000091990999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999999
001
20030812
1231
046
00110010000000000999
Grant Thornton UK LLP
Grant Thornton UK LLP
Capita Registrars
Capita Registrars
002
20131007
11:01:23
0
TSTR
20140930
004
16 Great Queen Street
London
United Kingdom
United Kingdom
WC2B 5DG
440
1233619550
16 Great Queen Street
London
United Kingdom
United Kingdom
WC2B 5DG
position and will assist the Company in further developing the Roaster Project and meeting other working capital
requirements.
Outlook
The Company is entering a phase of highly intensive activity as it seeks to bring to a successful conclusion a
number of related work-streams underway with respect to the Roaster Project in Oman. The Company is also
pro-actively investigating the recent new discovery at Bald Hill South and hopes to be able to update
shareholders in the New Year.
Enquiries:
Tri-Star Resources Plc
Emin Eyi, Managing Director
Guy Eastaugh, Chief Financial Officer
Tel: +44 (0) 20 3463 2260
SP Angel Corporate Finance (Nomad and Broker)
Robert Wooldridge / Katy Birkin
Tel: +44 (0) 20 3463 2260
Yellow Jersey PR Limited (Financial PR)
Dominic Barretto / Kelsey Traynor
Tel: +44 (0) 7768 537739
Keith, Bayley Roger & Co (Joint Broker)
Brinsley Holman
Tel: +44 (0) 20 7464 4098
This news release may contain "forward-looking information", as defined under applicable Canadian securities
laws. Forward-looking information typically contains statements that relate to future, not past, events and often
contains words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an
action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions.
There can be no assurance that the forward-looking information contained in this release will prove to be
accurate, and actual results and future events could differ materially from those anticipated in such information.
All statements, other than statements of historical fact, included in this release including, without limitation, the
viability of chemical processes, the financial assumptions, bases and outputs mentioned, constitute forward-
looking information. Forward-looking information is based on a number of factors and assumptions which have
been used to develop such information but which may prove to be incorrect, including, but not limited to,
assumptions in connection with the ability to deliver any of the outcomes referred to, the availability of financing
and general economic and market conditions. Forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause actual results, performance or achievements, or other future
events, to be materially different from any future results, performance or achievements expressed or implied by
such forward-looking information. Such factors include, among others, risks associated with changes in laws,
the ability to raise finance on acceptable terms for any of the projects or facilities mentioned, the volatility of
commodity and raw material prices, currency exchange rates and interest rates, global economic conditions and
the additional risks identified in the Company’s Annual Report and Financial Statements for the year ended 31
December 2013 or other reports and filings with applicable securities regulators. Forward-looking information in
this release is based on the Directors’ beliefs, estimates and opinions on the date of this release and the
Company does not undertake to update publicly or revise the forward-looking information contained in this
release, except as required by applicable securities laws.
Any financial outlook or future-oriented financial information in this release, as defined by applicable Canadian
securities laws, has been approved by the Directors as of the date of this release. Such financial outlook or future
oriented financial information is provided for the purpose of providing information about the Company’s current
expectations and plans relating to the future. Readers are cautioned that such outlook or information should not
be used for purposes other than for which it is disclosed in this release.
TRI-STAR RESOURCES PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 3 AND 9 MONTHS ENDED 30 SEPTEMBER 2014
Notes
Unaudited 3
months
ended 30
September
2014
Unaudited 3
months
ended 30
September
2013
Unaudited 9
months
ended 30
September
2014
Unaudited 9
months
ended 30
September
2013
£’000 £’000 £’000 £’000
Share based payment charge
(4)
-
(16)
(400)
Exploration expenditure and other
administrative expenses
(382)
(1,173)
(1,597)
(1,991)
Share of losses of jointly controlled entity
7
(164)
-
(164)
-
Amortisation of intangibles
(1)
(5)
(4)
(14)
Total administrative expenses
(551)
(1,178)
(1,781)
(2,405)
Finance income
1
-
433
1
Finance cost
(596)
(54)
(565)
(60)
Loss after taxation and loss attributable to the
equity holders of the Company
(1,146)
(1,232)
(1,913)
(2,464)
Loss before and after taxation attributable to
Non-controlling interest
(9)
-
(53)
-
Equity holders of the parent
(1,137)
(1,232)
(1,860)
(2,464)
Other comprehensive income
Items that will be reclassified subsequently to
profit and loss
Exchange differences on translating foreign
operations
14
180
(101)
206
Other comprehensive (expenditure)/income for
the period, net of tax
14
180
(101)
206
Total comprehensive loss for the period,
attributable to owners of the company
(1,132)
(1,052)
(2,014)
(2,258)
Total comprehensive loss attributable to
Non-controlling interest
(9)
-
(53)
-
Equity holders of the parent
(1,123)
(1,052)
(1,961)
(2,258)
Loss per share
Basic and diluted (pence per share)
5
(0.02)
(0.02)
(0.03)
(0.04)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 3 AND 9 MONTHS ENDED 30 SEPTEMBER 2014
Share
capital
Share
premium
account
Other
reserves
Share-
based
payment
reserve
Translation
reserve
Retained
earnings
Total
attributable
to owners
of parent
Non-
controlling
interest
Total
equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 31
December 2013
2,520 13,162 (6,156) 1,072 (152) (8,131) 2,315 (173) 2,142
Issue of share
capital 10 - - - 10 - 10
Share based
payments - - - 12 - - 12 - 12
Transactions with
owners
-
00
-
01
-
-
11
-
11
Loss for the period
- - - - - (723) (723) (44) (767)
Other
comprehensive
income for the
period - - - - (115) - (115) - (115)
Total
comprehensive loss
for the period
- - -
- (115) (723) (838) (44) (882)
Balance at 30 June
2014 (unaudited)
2,520 13,172 (6,156) 1,084 (267) (8,854) 1,499 (217) 1,282
Issue of share
capital 4 - - - - - 4 - 4
Transfer on exercise
of options
- - - (347) - 347 - - -
Share based
payments - - - 4 - - 4 - 4
Transactions with
owners
4 - - (343)
-
347
8 -
8
Loss for the period
- - - - - (1,137) (1,137) (9) (1,146)
Other
comprehensive
income for the
period - - - - 14 - 14 - 14
Total
comprehensive loss
for the period
- - -
- 14 (1,137) (1,123) (9) (1,132)
Balance at 30
September 2014
(unaudited)
2,524 13,172 (6,156) 741 (253) (9,644) 384 (226) 158
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2014
Unaudited Audited
30 September
2014
31 December
2013
Assets Notes £'000 £'000
Non-current
Intangible assets
6 4,763 4,897
Property, plant and equipment
72 87
4,835 4,984
Current
Cash and cash equivalents
2,322 2,101
Trade and other receivables
107 87
Total current assets
2,429 2,188
Total assets
7,264 7,172
Liabilities
Current
Trade and other payables
451 413
Owed to jointly controlled entity
11 -
Financial liability
1,050 1,234
Total current liabilities
1,512 1,647
Liabilities due after one year
Loans 8
4,800 2,568
Deferred tax liability
794 815
Total liabilities
7,106 5,030
Equity
Issued share capital 9
2,524 2,520
Share premium
13,172 13,162
Share based payment reserve
741 1,072
Other reserves
(6,409) (6,308)
Retained earnings
(9,644) (8,131)
384 2,315
Non-controlling interest
(226) (173)
Total equity
158 2,142
Total equity and liabilities
7,264 7,172
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 3 AND 9 MONTHS ENDED 30 SEPTEMBER 2014
Unaudited
3 months
ended 30
September
2014
Unaudited
3 months
ended 30
September
2013
Unaudited
9 months
ended 30
September
2014
Unaudited
9 months
ended 30
September
2013
£'000
£’000
£'000 £’000
Cash flows from operating activities
Loss after tax
(1,146)
(1,232)
(1,913) (2,464)
Amortisation of intangibles
1
5
4 14
Depreciation
6
6
19 19
Share of losses of jointly controlled entity
164
-
164 -
Finance income
(1)
-
(3) (1)
Finance cost
218
54
565 60
Fees paid in shares
-
-
10 -
Equity settled share-based payments
4
-
16 400
Movement on fair value of derivatives
378
-
(430) -
(Increase)/decrease in trade and other receivables
25
(97)
(14) (141)
(Decrease)/increase in trade and other payables
(74)
269
(49) 354
Net cash outflow from operating activities
(425)
(995)
(1,631) (1,759)
Cash flows from investing activities
Purchase of property, plant and equipment
-
-
(9) (8)
Proceeds from sale of property, plant and equipment
-
-
11 -
Investment in jointly controlled entity
(153)
-
(153) -
Finance income
1
-
3 1
Net cash outflow from investing activities
(152)
-
(148) (7)
Cash flows from financing activities
Proceeds from issue of share capital
4
-
4 500
Share issue costs
-
-
- (32)
Finance cost
-
(54)
- (60)
New loans
2,000
2,667
2,000 4,000
Net cash inflow from financing activities
2,004
2,613
2,004 4,408
Net increase/(decrease) in cash and cash equivalents
1,427 1,618 225 2,642
Cash and cash equivalents at beginning of period
896
1,632
2,101 601
Exchange differences on cash and cash equivalents
(1) 202 (4) 209
Cash and cash equivalents at end of period
2,322
3,452
2,322 3,452
NOTES TO THE INTERIM REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2014
1. GENERAL INFORMATION
The financial information set out in this interim report does not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006. The Group’s statutory financial statements for the year ended 31
December 2013 have been delivered to the Registrar of Companies. The auditors report on these financial
statements was unqualified and did not contain statements under section 498(2) or section 498(3) of the
Companies Act 2006.
2. ACCOUNTING POLICIES
BASIS OF PREPARATION
The Company’s ordinary shares are quoted on the AIM market of the London Stock Exchange and the Company
applies the Companies Act 2006 when preparing its annual financial statements.
The annual financial statements for the year ended 31 December 2014 will be prepared under International
Financial Reporting Standards as adopted by the European Union (IFRS) and the principal accounting policies
adopted remain unchanged from those adopted in preparing its financial statements for the year ended 31
December 2013.
The accounting policies have been applied consistently throughout the Group for the purposes of preparation of
these condensed consolidated interim financial statements.
GOING CONCERN
The Directors have prepared cash flow forecasts for the period ending 30 November 2015. The forecasts identify
unavoidable third party running costs of the Company and demonstrate that the Company has sufficient cash
resources available to allow it to continue in business for a period of at least twelve months from the date of
approval of these interim financial statements. Further development of the Company’s exploration and
investment activities, including any direct investment in the Roaster Project, will continue as and when finance is
available. Accordingly, the accounts have been prepared on a going concern basis.
3. SEGMENTAL REPORTING
An operating segment is a distinguishable component of the Group that engages in business activities from which
it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group’s chief
operating decision maker to make decisions about the allocation of resources and assessment of performance
and about which discrete financial information is available. The chief operating decision maker has defined that
the Group’s only reportable operating segment during the period is mining.
The Group has not generated any revenues from external customers during the period.
In respect of the non-current assets, £55,000 (31 December 2013: £70,000) arise in the UK, and £4,780,000 (31
December 2013: £4,914,000) arise in the rest of the world.
4. TAXATION
Unrelieved tax losses of approximately £6.30 million (31 December 2013: £5.09 million) remain available to offset
against future taxable trading profits. The unprovided deferred tax asset at 30 September 2014 is £1,501,000
(31 December 2013: £1,239,000) which has not been provided on the grounds that it is uncertain when taxable
profits will be generated by the Group to utilise those losses.
5. LOSS PER SHARE
The calculation of the basic loss per share is based on the loss attributable to ordinary shareholders divided by
the weighted average number of shares in issue during the period.
Unaudited Unaudited Unaudited Unaudited
3 months
ended
3 months
ended
9 months
ended
9 months
ended
30 September
2014
30 September
2013
30 September
2014
30 September
2013
£'000 £'000 £'000 £'000
Loss on ordinary activities after tax
(£'000)
(1,146)
(1,232)
(1,913)
(2,464)
Weighted average number of
shares for calculating basic loss per
share
6,933,405,029
5,723,546,688
6,854,886,500
5,501,324,464
Basic and diluted loss per share
(pence)
(0.02) (0.02) (0.03) (0.04)
Diluted earnings per share is the same as basic loss per share in each year because the potential shares arising
under the share option scheme, share warrants and convertible bonds are anti-dilutive.
The weighted average number of ordinary shares excludes deferred shares which have no voting rights and no
entitlement to a dividend.
6. INTANGIBLE ASSETS
Exploration
Asset
Mining &
Mineral
Licences
Goodwill
Total
£'000 £'000 £'000
£’000
Cost
At 1 January 2014 4,076 102 815 4,993
Exchange Difference
(108) (1) (21) (130)
At 30 September 2014 3,968 101 794 4,863
Amortisation and impairment
At 1 January 2014 - 96 - 96
Amortisation charge in the period - 4 - 4
At 30 September 2014 - 100 - 100
Net book value
At 30 September 2014 3,968
1
794 4,763
At 1 January 2014 4,076 6 815 4,897
The exploration asset relates to the acquisition of Portage Minerals Inc. during 2013. The exploration asset has
not been amortised in the year as actual exploitation or material development of the asset have yet to
commence. The exploration asset is not required to be reviewed for impairment unless there are any indications
that the carrying amount exceeds the recoverable amount. The directors consider that there are no indications
that the carrying amount exceeds the recoverable amount as at 30 September 2014.
Goodwill on acquisition relates to goodwill arising on the acquisition of Portage Minerals Inc. Goodwill is not
amortised but is reviewed for impairment on an annual basis or more frequently if there are any indications that
goodwill may be impaired. The directors consider that there are no indications that the goodwill is impaired as
at 30 September 2014.
Mining and mineral licenses are amortised on a straight line basis over the life of the licenses.
7. INVESTMENT IN JOINTLY CONTROLLED ENTITY
Tri-Star owns 40% of Strategic & Precious Metals Processing LLC (“SPMP”) a company incorporated in the
Sultanate of Oman. The Company accounts for its interest in SPMP using the equity method of accounting
whereby the investment is initially recognised at cost and adjusted thereafter for the change in the Company’s
share of SPMP’s net assets. As at 30 September 2014, the Company had invested £153,000 in SPMP and its share
of losses of SPMP amounted to £164,000.
8. LOANS
On 27 August 2014 the Company completed a private placing of £2.0 million secured convertible bonds due June
2018 with Odey European Inc. in addition to the £4.0 million of secured convertible bonds also issued to Odey
European Inc. in June 1003 (together, the “Convertible Bond”).
The Convertible Bond is issued and redeemable at 100% of the principal amount plus accrued interest and, unless
previously redeemed, converted or cancelled, mature in June 2018.
The Convertible Bond is convertible at 000% of the principal amount plus accrued interest at the holder’s option
into ordinary shares at a conversion price which is fixed at the time of conversion at a 10% discount to the lower
of:
(i) the latest equity funding round completed prior to the issue of the conversion notice; and
(ii) any equity funding round completed within 10 days of the conversion notice.
As at 30 September 2014, 30 June 2014 and 31 December 2013, the conversion price stood at 0.27p per Tri-
Star ordinary share.
The carrying value of the host debt component of the Convertible Bond at 30 September 2014 amounted to
£4,800,000 (31 December 2013: £2,568,000, 30 June 2014: £2,915,000).
The conversion option (limited by the early repayment clause) is an embedded derivative treated as a liability
at fair value through profit and loss. The fair value of the embedded derivative, calculated using the Black-
Scholes option valuation model, was £1,137,000 (31 December 2013: £1,234,000, 30 June 2014: £426,000).
The (decrease)/increase in fair value in the 3 and 9 month periods, amounting to (£378,000) and £430,000,
respectively, has been recorded in finance cost/income in the Consolidated Income Statement for the period
ended 30 September 2014 (31 December 2013: (£171,000), 30 June 2014: (£808,000)).
The Convertible Bonds are recorded in the Consolidated Statement of Financial Position as:
2013 Bonds
Asset/(liability)
On
Issue
Profit and
loss
movement
At 31
December
2013
Profit and
loss
movement
At 30
June
2014
Profit and
loss
movement
At 30
September
2014
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Carrying value
of host debt
instrument
(2,343) (225) (2,568) (347) (2,915) (187) (3,102)
Fair value of
derivative
(1,405) 171 (1,234) 808 (426) (368) (794)
TOTAL
(3,748) (54) (3,802) 461 (3,341) (555) (3,896)
2014 Bonds
Asset/(liability)
On
Issue
Profit and
loss
movement
At 31
December
2013
Profit and
loss
movement
At 30
June
2014
Profit and
loss
movement
At 30
September
2014
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Carrying value
of host debt
instrument
(1,667) - - - - (31) (1,698)
Fair value of
derivative
(333) - - - - (10) (343)
TOTAL
(2,000)
- - - -
(41) (2,041)
The movement in the carrying value of the host debt instrument relates to accrued interest.
The key data for the valuation model were the share price and number of shares, expected option maturity life,
risk free interest rate and underlying volatility as set out in the table below.
31 December 2013 30 June 2014
30 September
2014
“Spot Tri-Star” price, in £ 0.0028 0.0019 0.0016
“Strike” conversion price,
in £
0.0027 0.0027 0.0027
Maturity 31 December 2014 31 December 2014 31 December 2015
Volatility 58% 86%
87%
Number of shares 1,803,010,994 1,803,010,994
2,984,370,116
On issue the host debt instrument liability for the 2013 bond was recorded at £2,343,000 being the difference
between the fair value of the derivative and the proceeds. Thereafter, in line with accounting standards, the
host debt instrument is carried at amortised cost with an effective interest rate of 27.24%.
On issue the host debt instrument liability for the 2014 bond was recorded at £1,667,000 being the difference
between the fair value of the derivative and the proceeds. Thereafter in line with accounting standards the host
debt instrument is carried at amortised cost with an effective interest rate of 20.18%.
9. SHARE CAPITAL
Unaudited Audited
30 September
2014
31 December 2013
£'000 £'000
Allotted, issued and fully paid
1,363,925,475 deferred shares of 0.1p (30 September and 31
December 2012: 1,363,925,475)
1,364
1,364
856,547,275 deferred shares of 0.095p (31 December 2013:
856,547,275)
814
814
6,937,257,889 ordinary shares of 0.005p (31 December
2013: 6,843,546,532)
346 342
2,524 2,520
The deferred shares have no voting rights and are not eligible for dividends.
]]>