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Friday 29 August, 2008

Namibian Resources

Annual Report and Accounts

RNS Number : 3332C
Namibian Resources PLC
29 August 2008
 



Annual report and Results for the year ended 29 February 2008


Namibian Resources Plc (the 'Company')


Chairman's statement



The year to 29th February 2008 was disappointing with turnover decreasing from £504,542 to £140,622 resulting in a loss of £298,168, However, the extensive sampling exploration programme has enabled us to identify diamond resources sufficient to sustain and increase production during 2009. The year saw significant operating cost increases in fuel, maintenance and food. These have been offset by increases in prices received for our diamonds, particularly after year-end. During the year the Directors took a placing of shares to raise £200,000 to maintain our cash resources and there are no bank borrowings. Dr Donald Sutherland joined the group in January of this year and is carrying out a programme of rationalisation to enhance the efficiency and lower the costs of production. He has also identified and tested further areas which are positive for future mining. We are grateful for his dedication to the development of our mine. His activities are reported separately. The board confirms its commitment to expanding production and developing the mine in a profitable manner.


I would like to thank all members of our staff here and in Namibia for their efforts during this difficult year.




Lord Sheppard of Didgemere KCVO Kt 



Review of Operations


During the last several years the Company's operations have focussed on the SW corner of its Pomona concession and an immediately adjacent area where Namdeb has also permitted mining and prospecting activities. In that area the diamond deposits are characterised by an anomalously large average size. Throughout the Namibian coastal zone the quality of the diamonds is extremely high, with only 1-2 percent not being classified as either gem or near-gem. Consequently, the average parcel value received by Sonnberg for its diamonds is directly proportional to average parcel size and hence the revenue generated for a given carat recovery is significantly greater in the zone of high average size.


Throughout the Pomona concession and adjacent areas the diamonds occur in a series of discrete, wind-eroded basins. Each basin contains diamond-bearing deposits which are singular in terms of diamond size, diamond concentration and diamond distribution. Every deposit therefore requires a separate sampling programme to determine its characteristics. A geological model of diamond occurrence applicable to the valley systems has been developed and is considered to provide a sound basis both for orienting sampling activities and for extrapolating sampling results for resource estimation.


The Company's operations have shown that the historical sampling database which it has previously used for resource estimation significantly underestimates diamond occurrence in this part of the concession. This underestimation occurs in two ways. First, certain deposits have not been located by the historic sampling and secondly, of those deposits that have been identified, the extent and level of diamond concentration have been underestimated, in some cases very significantly.


In order to identify and characterise all the deposits in the area and to develop a rational mining plan for future years, the Company has been undertaking prospecting activities and in doing so has sacrificed production time. This is considered to be advantageous to the long-term development of the company. Prospecting activities to date have been very successful in identifying new deposits. It is worth mentioning that Sonnberg's production over the last several years has been almost entirely from deposits that were not included in the statement of resources included in its listing documents.


Total production during the FY 2007-8 was derived from mining, prospecting and various clean-up operations (around processing plants and tailings piles) and totalled 2,126 ct. This was significantly down on FY 2006-7 reflecting the working out (by April 2007) of the rich East Salztal deposit which had been the mainstay of production during the previous year. The Hannahtal deposit was then brought into production and was worked out (524 ct) as was the West Salztal North deposit (60 ct) at the up-slope limit of the West Salztal valley. Both these small deposits had been prospected during the previous year. During this same period prospecting outlined the Mariannental deposit and resulted in the discovery of the Salzpfanne deposit. Economically interesting mineralisation in the Hannahtal North deposit was confirmed, but the sampling of this last deposit remained to be completed at year end.


Small scale production of 22 ct was also derived from an attempt to re-start mining of the West Salztal deposit. Mining had been stopped at West Salztal following the exceptional rains of Easter 2006 which flooded the whole valley floor. Despite an attempt to pump the working face dry, it has not been possible to reactivate mining of this deposit and, for the foreseeable future, no more work will be attempted there. More generally, despite being located in the hyper-arid Namib coastal desert, ground water levels remain high in the valley bottoms and prospecting is still hampered in a number of promising areas.


From September 2007 mining was moved to focus on the Salzpfanne deposit from which over 900 ct had been extracted by year-end. The southern end of mining operations in this deposit is, as at West Salztal, constrained by a high water table and the diamond-bearing sands and gravels continue for an unspecified distance south of the presently defined limit of mining. Nonetheless it is expected that mining of the identified deposit at Salzpfanne will continue throughout almost the whole of the FY 2008-9.


Until late in FY 2007-8 the Company had only a single screening plant in operation at any one time. However a second screening plant was brought into operation at the end of the year and after the financial year-end the new East Salztal North deposit was brought into production simultaneously with the mining of the Salzpfanne deposit. Both operating screening plants have been relocated to immediately adjacent to the deposits being mined, thus constraining operating costs.


The poor performance of operations in FY 2007-8 has been the result of a number of factors - a greater prospecting requirement than initially envisaged; an inability to both prospect and mine simultaneously; and poor equipment availability and utilisation. All these factors are being addressed during FY2008-9.


The annual report and accounts for the 2007 financial year have been printed and posted to shareholders and are available from the Company's website www.namibianresources.com.


Contacts:


The Company






Tony Carlton, CEO


020 8726 0900




Oliver Plummer, Financial Director


020 7831 0100




Collins Stewart (Nomad to the Company)






Adrian Hadden


020 7523 8351



Consolidated income statement for the year ended 29 February 2008



Note

2008

2007



£

£

Revenue

1.7

140,622

504,542

Cost of sales


(234,943)

(202,565)



________

________

Gross profit


(94,321)

301,977





Administrative expenses


(210,317)

(310,463)



________

________

Operating loss

3

(304,638)

(8,486)





Other interest receivable and similar income



6,470


34,554



________

________

(Loss)/Profit before tax


(298,168)

26,068





Income tax expense

4

-

-



________

________


(Loss)/Profit after tax



£(298,168)


£26,068





Earnings per share (pence)

5



Basic 


(0.78)

0.07

Diluted


(0.78)

0.06


All amounts relate to continuing activities.



Consolidated statement of total recognised income and expense for the year ended 29 February 2008




2008

£


2007

£


Exchange difference on translation of foreign operations



(178,543)


(548,824)



________

________

Net income (expense) recognised directly in equity


(178,543)

(548,824)

(Loss)/Profit for the financial year 


(298,168)

26,068



________

________

Total recognised income and expense for the year



£(476,711)


£(522,756)



________

________






The notes on pages 15 to 35 form part of these financial statements.



Consolidated balance sheet at 29 February 2008



Note

2008

2008

2007

as restated

2007

as restated

Assets


£

£

£

£

Non current assets






Intangible assets:






Mining rights and exploration costs

7

860,499


652,878




________


________





860,499


652,878

Property, Plant and Equipment

8


970,106


1,172,047




________


________




1,830,605


1,824,925

Current assets

Inventories


10


32,673



35,948


Trade and other receivables 

11

26,363


23,518


Cash and cash equivalents


103,500


372,188




________


________





162,536


431,654


Total Assets




£1,993,141



£2,256,579




________


________







Equity and Liabilities












Share capital

14


3,992,246


3,792,246

Share premium account

15


359,384


359,384

Foreign exchange reserve



99,562


278,105

Retained earnings

16


(2,509,171)


(2,211,003)




________


________







Total equity

18


1,942,021


2,218,732


Current Liabilities 






Trade and other payables

12


51,120


37,847




________


________


Total Equity and liabilities


18



£1,993,141



£2,256,579




________


________



Company balance sheet at 29 February 2008



Note


2008


2007

as restated




£


£

Assets






Non-current assets






Investments

9


4,091,729


4,199,108







Current assets






Cash and cash equivalents



103,338


208,432




________


________


Total Assets




4,195,067



4,407,540




________


________







Equity






Share capital

14


3,992,246


3,792,246

Share premium account

15


359,384


359,384

Retained earnings

16


(175,438)


236,533




________


________







Total Equity

18


4,176,192


4,388,183







Current Liabilities






Trade and other payables

12


18,875


19,357




________


________


Total Liabilities




£4,195,067



£4,407,540




________


________









Consolidated cash flow statement for the year ended 29 February 2008



Note

2008

2007



£

£





Cash generated from operating activities  

20

(70,548)

60,992





Cash flow from investing activities








Purchase of intangible assets


(279,457)

(74,582)

Purchase of property plant and equipment


(125,003)

(137,531)

Interest Received


6,320

34,554



________

________


Net cash used in investing activities



(398,230)


(177,559)





Cash flow from financing activities




Proceeds from issue of shares 


200,000

-



________

________





Net decrease in cash and cash equivalents

22

£(268,688)

£(116,567)



________

________







Notes forming part of the financial statements for the year ended 29 February 2008


1 Accounting policies



1. Presentation of Annual Financial Statements 


The annual financial statements have been prepared for the first time in accordance with International Financial Reporting Standards as adopted by the European Union, and the Companies Act of 1985. The adoption of International Financial Reporting Standards has resulted in the restatement of 2007 balances to provide a like for like comparison. The financial impact of this change in reporting is detailed after each of the above financial reports. 


The annual financial statements have been prepared on the historical cost basis, and incorporate the principal accounting policies set out below. 


The group has not yet applied the following Accounting Standards and Interpretations, which will be applicable to their annual financial statements, that have been issued but are not yet effective: 


IAS 15

Agreement for the Construction of Real Estate.


(Effective 1 January 2009)

IAS 1

Presentation of Financial Statements - Comprehensive revision including required a statements of comprehensive income. Amendments resulting from May 2008 Annual Improvements to IFRSs.


(Effective 1 January 2009)

IAS 16

Property, plant and equipment - Amendments resulting from May 2008 Annual Improvements to IFRSs.


(Effective 1 January 2009)

IAS 23

Borrowing costs.


(Effective 1 January 2009)

IAS 32

Financial Instruments: Presentation - Amendments relating to puttable instruments and obligations arising on liquidation.


(Effective 1 January 2009)

IAS 36

Impairment of Assets - Amendments resulting from May 2008 Annual Improvements to IFRSs.


(Effective 1 January 2009)

IAS 38

Intangible Assets - amendments resulting from May 2008 Annual Improvements to IFRSs.


(Effective 1 January 2009)

IAS 39

Financial Instruments: Recognition and Measurement Amendments resulting from May 2008 Annual Improvements to IFRSs.

(Effective 1 January 2009)


The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the company or the group.


1.1 Basis of Consolidation


The consolidated income statement account and balance sheet include the financial statements of the company and its subsidiary undertakings made up to 29 February 2008. The results of subsidiaries sold or acquired are included in the income statement up to, or from the date control passes. Intra-group sales and profits are eliminated fully on consolidation.


The results of a holding in Oletu Investments Holdings (see Note 10) have not been consolidated on account of it being immaterial. 


1.2 Going Concern


The company's ability to continue as a going concern depends on the prospects of future profitable trading and being able to raise sufficient finance to upgrade its production facilities and equipment, maintain a rolling programme of exploration and improve the volume of, and output from, its processing of raw material. The group is seeking additional sources of finance but also relies on financial support from directors and existing shareholders. To date, the company and the group have accumulated trading losses since the commencement of mining activities and there are inherent uncertainties in the mining industry which make it impossible to predict when the company will become profitable. Nevertheless, the directors remain confident that the company and the group will trade profitably in the foreseeable future and will be able to continue to meet its liabilities as they fall due.


1.3 Significant Judgements


In preparing the annual financial statements, management is required to make estimates and assumptions that affect the amounts represented in the annual financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the annual financial statements. Significant judgements include: 


Trade Receivables 


The group assesses its trade receivables for impairment at each balance sheet date. In determining whether an impairment loss should be recorded in the income statement, the company makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset. 


Mining assets


The group assesses the proportion of exploration costs incurred which will provide future economic benefits in identifying areas of interest where future mining could be focused. These costs are capitalised and amortised over the period of the mining licence.


Mining rights


The right of mining on the assigned area was initially valued by an independent geologist. This right is yearly re-assessed for impairment by comparing the value-in-use to the carrying value of the mining right.


1.4 Underlying concepts 


The financial statements are prepared on the going concern basis using accrual accounting. 


Assets and liabilities and income and expenses are not offset unless specifically permitted by an accounting standard. 


Financial assets and financial liabilities are offset and the net amount reported only when a currently legally enforceable right to set off the amounts exists and the intention is either to settle on a net basis or to realise the asset and settle the liability simultaneously. 



The accounting policies adopted are consistent with those used in previous financial periods except for

 

a)   Adoption of IFRS


Previously the company and its subsidiaries prepared the financial statements in accordance with UK GAAP. The group elected to publish its first consolidated interim financial statements to 31 August 2007 under IFRS with its transition date to IFRS being 1st March 2006

 

b)   Introduction of IFRS - First time adoption 

 

The rules for first time adoption of IFRS are set out in IFRS1, First-Time Adoption of International Financial Reporting Standards. In general, selected accounting policies must be applied retrospectively in determining the opening balance sheet under IFRS. However, IFRS1 allows a number of exemptions to this general principle.


Changes in accounting estimates are recognised in profit or loss. 


Prior period errors are retrospectively restated unless it is impractical to do so, in which case they are applied prospectively. 


Accounting policies are not applied when the effect of applying them is immaterial. 


1.5 Recognition of Assets and Liabilities 


Assets are only recognised if they meet the definition of an asset, it is probable that future economic benefits associated with the asset will flow to the company and the cost or fair value can be measured reliably. 


Liabilities are only recognised if they meet the definition of a liability, it is probable that future economic benefits associated with the liability will flow from the company and the cost or fair value can be measured reliably. 


Financial instruments are recognised when the company becomes a party to the contractual provisions of the instrument. 

Financial assets and liabilities as a result of firm commitments are only recognised when one of the parties has performed under the contract. 


Regular purchases and sales are recognised using trade date accounting. 


1.6 Derecognition of Assets and Liabilities 


Financial assets or parts thereof are derecognised when the contractual rights to receive cash flows have been transferred or have expired or if substantially all the risks and rewards of ownership have passed. Where substantially all the risks and rewards of ownership have not been transferred or retained, the financial assets are derecognised if they are no longer controlled. However, if control in this situation is retained, the financial assets are recognised only to the extent of the continuing involvement in those assets. 


All other assets are derecognised on disposal or when no future economic benefits are expected from their use or on disposal. 


Financial liabilities are derecognised when the relevant obligation has either been discharged or cancelled or has expired. 

 

1.7  Revenue


The total revenue of the group for the year has been derived from its principal activity, mining, wholly undertaken by its subsidiary in Namibia, Sonnberg Diamonds (Namibia) (Proprietary) Limited ('Sonnberg'). All sales are made in Namibia and the majority of assets are also located in Namibia.


Turnover comprises of sales to customers and services rendered to customers. Turnover is stated at the invoice amount and is exclusive of value added taxation.


Revenue from the sale of goods is recognised when all the following conditions have been satisfied: 


  • the company has transferred to the buyer the significant risks and rewards of ownership of the goods; 
  • the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; 
  • the amount of revenue can be measured reliably; 
  • it is probable that the economic benefits associated with the transaction will flow to the company; and
  • the costs incurred or to be incurred in respect of the transaction can be measured reliably. 


Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods provided in the normal course of business, net of trade discounts and volume rebates, and value added tax. 


Interest is recognised, in profit or loss, using the effective interest rate method. 

 

1.8  Tax 


Current tax assets and liabilities 


Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. 


Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. 


Deferred tax assets and liabilities 


A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). 


A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial 


recognition of an asset or liability in a transaction at the time of the transaction and affects neither accounting profit nor taxable profit (tax loss). 


A deferred tax asset is recognised for the carry forward of unused tax losses to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised. 


Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. 


Tax expenses 


Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: 


  • a transaction or event which is recognised, in the same or a different period, directly in equity, or 
  • a business combination. 


Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly to equity. 


1.9 Leases 


A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. 


Rentals payable under operating leases are charged against income on a straight-line basis over the lease term.


1.10 Foreign Currency Translation


Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.


The results of overseas operations are translated at the rate ruling at the date of the transaction. However the balance sheet is translated at the rate ruling at the date of the balance sheet. Exchange differences arising on translation of opening assets are reported in the consolidated statement of recognised income and expense.


1.11 Mining Assets 


Exploration and evaluation costs other than future site identification costs are expensed as incurred. Site identification costs related to areas of interest are capitalised and carried forward to the extent that they are expected to be recoverable.


Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly, the costs have been determined on the basis that the restoration will be completed within one year of abandoning the site. 


Mining assets are reviewed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. When facts and circumstances suggest that the carrying amount exceeds the recoverable amount, the mining asset is written down to their recoverable amount. 


1.12 Rehabilitation Costs 


Costs of site restoration are recognised when incurred. Site restoration costs include the dismantling and removal and rehabilitation of the site in accordance with the clauses of the mining permits. Such costs are charged to direct costs. 


1.13 Intangible Assets 


An intangible asset is recognised when: 


  • it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and 
  • the cost of the asset can be measured reliably. 


Intangible assets are initially recognised at cost. 


Intangible assets are carried at cost less any accumulated amortisation and any impairment losses. Expenditure on acquired intangible assets are capitalised and amortised using the straight-line method over their useful lives. Intangible assets are not revalued. The carrying amount of each intangible asset is reviewed annually and adjusted for impairment where it is considered necessary. 


An intangible asset is regarded as having an indefinite useful life when, based on all relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows. Amortisation is not provided for these intangible assets. For all other intangible assets amortisation is provided on a straight line basis over their useful life. 


The amortisation period and the amortisation method for intangible assets are reviewed every period-end. 


Amortisation is provided to write down the intangible assets, on a straight line basis, to their residual values as follows:


Items

Useful life



Mining Rights

20 Years

Exploration Costs

10 Years


1.14 Investments


Fixed assets investments are stated at cost less provision for diminution in value.


1.15 Property, Plant and Equipment 


The cost of an item of property, plant and equipment is recognised as an asset when: 


  • it is probable that future economic benefits associated with the item will flow to the company; 
  • and the cost of the item can be measured reliably. 


Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised.

 

The initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located is also included in the cost of property, plant and equipment. 


Property, plant and equipment is carried at cost less accumulated depreciation and any impairment losses. Depreciation is calculated on the straight-line method to write off the cost of each asset to their residual values over their estimated useful lives. Depreciation begins when an item of property, plant and equipment is available for use and ends when the item is derecognised, even if during that period the item was idle. The depreciation rates applicable to each category of property, plant and equipment are as follows: 


Item

Average useful Life

Plant and Machinery

10 years

Motor Vehicles

8 years

Office Equipment

5 years


The residual value and the useful life of each asset are reviewed at each financial period-end. 


Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item shall be depreciated separately. 


The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset. 


The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item. 


1.16 Impairment of Assets


The company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the group estimates the recoverable amount of the asset. 


Irrespective of whether there is any indication of impairment, the company also: 


  • tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual period and at the same time every period. 
  • tests goodwill acquired in a business combination for impairment annually. 


If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined. 


The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. 


If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. 


An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease. 


A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase. 


1.16 Inventories


This represents inventories of consumable stores, held at the lower of cost and net realisable value.


1.18 Financial Instruments


Initial Recognition


The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

 

Financial assets and financial liabilities are recognised on the group's balance sheet when the company becomes party to the contractual provisions of the instrument. 


Loans to (from) Group Companies 


These include loans to the subsidiary company and are recognised initially at fair value plus direct transaction costs. 


Subsequently these loans, where it is practicable to do so and it would have a material effect on consolidated reporting, are measured at amortised cost using the effective interest rate method, less any impairment loss recognised to reflect irrecoverable amounts on loans receivable an 


impairment loss is recognised in profit or loss when there is objective evidence that it is impaired. The impairment is measured as the difference between the investment's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. 


Impairment losses are reversed in subsequent periods when an increase in the investment's recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the investment at the date the impairment is reversed shall not exceed what the amortised cost would have been had the impairment not been recognised. 


Trade and other Receivables 


Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The allowance recognised is measured as the difference 

between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. 


Trade and other Payables 


Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. 


Cash and cash equivalents 


Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value. 


1.19 Provisions and Contingencies 


Provisions are recognised when: 


  • the company has a present obligation as a result of a past event; 
  • it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and     . 
  • a reliable estimate can be made of the obligation. 


Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be recognised when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall be treated as a separate asset. The amount recognised for the reimbursement shall not exceed the amount of the provision. 


Provisions are not recognised for future operating losses. 


If an entity has a contract that is onerous, the present obligation under the contract shall be recognised and measured as a provision. 


Contingent assets and contingent liabilities are not recognised.


1.20 Executive Share Options


For equity-settled share-based payment transactions the group, in accordance with IFRS2 (effective from 1st January 2006), measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. The fair value of those equity instruments is measured at grant date using the trinomial method. Where the expense is material, it is apportioned over the vesting period of the financial instrument and is based on the numbers which are expected to vest and the fair value of those financial instruments at the date of the grant. If the equity instruments granted vest immediately, the expense is recognised in full.



2. Employees


The average monthly number of employees, (including directors), during the year was:

Number

Number


Staff of subsidiary


17


12

Staff of head office

1

1

Directors

4

4


________

________


22

17


________

________






3 Operating loss



2008

2007


£

£

This has been arrived at after charging:



Depreciation

127,010

112,571

Amortisation

12,955

7,354




Operating lease rentals - land and buildings

7,108

7,200

Auditors' remuneration - audit



(company ߛ £13,290 (2007 - £12,994))

16,631

23,887


________

________



4 Taxation on loss on ordinary activities


There has been no tax payable in this or the previous year due to the availability of losses.



2008

2007


£

£




(Loss)/Profit on ordinary activities before tax

(298,168)

(26,068)


________

________




(Loss)/Profit on ordinary activities at the standard rate of corporation tax in the UK of 30% (2007 - 30%)




(89,450)

7,820

Effects of:



Tax losses

89,450

(7,820)


________

________




Current tax charge for year

-

-


________

________





A deferred tax asset of £548,980 (2007 - £458,231) relating to losses in the subsidiary undertakings has not been recognised due to inherent uncertainty regarding the availability of suitable taxable profits against which the losses can be recovered within the foreseeable future.



5 Profit per share


Profit per share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of shares in issue is 38,272,187(2007 - 37,922,460) and the loss, being the loss after tax, is £298,168 (2007 profit ߛ £26,068).


Diluted profit per share has been calculated using a weighted average number of shares of 38,272,187 (2007 - 41,672,460), which includes the share options in issue at the start and end of the year.



6 Loss for the financial period


As permitted by Section 230 of the Companies Act 1985, the holding company's profit and loss account has been included in these financial statements. The loss for the financial year is made up as follows:



2008

2007

as restated




Holding company's (loss)/profit for the financial year

£(411,991)

£1,186,300


________

________



7 Intangible fixed assets



Mining rights and 


exploration costs

 Group

£



Cost


At 1 March 2007

1,147,560

Additions

279,457

Exchange difference

(104,531)


________



At 29 February 2008

1,322,486


________

Amortisation


At 1 March 2007

494,682

Charge for the year

12,955

Exchange differences

(45,060)


________


At 29 February 2008


461,987


________

Net book values


At 29 February 2008

£860,499


________

At 28 February 2007

£652,878


________



8 Tangible fixed assets



Office Equipment

Property, Plant 

And Equipment 

Total


£

£

£

Group




Cost




At 1 March 2007

3,241

1,425,061

1,428,302

Additions

-

36,454

36,454

Exchange difference

620

(130,588)

(129,968)



________

________

________

At 29 February 2008

3,861

1,330,927

1,334,788


________

________

________





Depreciation




At 1 March 2007

1,699

254,556

256,255

Charge for the year

Exchange difference

399

526

126,611

(19,109)

127,010

(18,583)


________

________

________





At 29 February 2008

2,624

362,058

364,682


________

________

________





Net book Value




At 29 February 2008

£1,237

£968,869

£970,106


________

________

________





At 28 February 2007

£1,542

£1,170,505

£1,172,047


________

________

________



9 Fixed asset investments



Group undertakings

Loans to group undertakings

Total


£

£

£

 Company




At 1 March 2007 (as restated)

2,064,225

2,763,419

4,827,644

Additions

46,205

98,072

144,277

Exchange differences

-

(251,656)

(251,656)


________

________

________

At 29 February 2008

2,110,430

2,609,835

4,720,265


________

________

________

Provisions for diminution in value




At 1 March 2007 (as restated) and at 29 February 2008


628,536


-


628,536


________

________

________





Net book value




At 29 February 2008

£1,481,894

£2,609,835

£4,091,729


________

________

________





        At 28 February 2007 

  (as restated)

£1,435,689

£2,763,419

£4,199,108


Investment in group undertakings includes

  • 100% holding in Sonnberg Diamonds (Namibia) (Proprietary) Limited, a mining company incorporated in Namibia.  
  • 75% holding in Oletu Investment Holding (Proprietary) Limited a company incorporated in Namibia. The company has yet to trade.


The loans to group undertakings are denominated in Namibian Dollars, are interest free and are subordinated in favour of other creditors of the subsidiary undertakings. See note 19 for details of the Prior Year Adjustment resulting in the restatement of the opening balances. 


The directors are of the opinion that it is impractical to measure the loans to subsidiaries at amortised cost using the effective interest rate method and that to do so would have no benefit to the consolidated position of the company and its subsidiaries as the balances due to and from each company eliminate on consolidation.



10 Inventories



Group

Group


2008


2007

Consumable stores

£32,673

£35,948


________

________



11 Trade and Other Receivables



Group

Group

Company

Company


2008

2007

2008

2007


£

£

£

£


Trade receivables


26,363


23,518


-


-


________

________

________

________


All amounts fall due for repayment within one year.



12 Trade and other payables



Group

Group

Company

Company


2008

2007

2008

2007


£

£

£

£






Trade Payables and Accruals


51,120


37,847


18,875


19,357


________

________

________

________



13 Derivatives and other financial instruments


Financial instruments policies and strategies


During the period since its incorporation, the group has financed its business with the cash it has raised through the issue of shares. It has used these funds to acquire and develop business in Namibia. The main risk arising from the group's financial instruments is foreign currency risk.


At 29 February 2008, the group's financial instruments comprised cash and short-term receivables and payables arising directly from its operations. The group's primary treasury activity has been the management of cash. This has been held so as to maximise interest earned without compromising the group's need for flexibility in meeting its cash needs. The group is not currently actively pursuing a strategy of acquiring investments.


Although the group is based in the UK, it has a significant investment in Namibia. As a result, the group's sterling balance sheet can be significantly affected by movements in the Namibian Dollar/Sterling exchange rates.


Sales of diamonds are denominated in Namibian Dollars but the price obtained is dependent on market prices set in US Dollars. The group incurs costs in both Sterling and Namibian Dollars.


The group has not entered into any derivative transactions during the year.


Short-term receivables and payables have been excluded from the numerical disclosures below.



Interest rate risk profile of financial assets:


Floating rate


2008

2007


£

£


Sterling

103,338

163,756

Namibian dollar

162

208,432


________

________


£103,500

£372,188


________

________


The financial assets comprise short-term cash deposits. The group does not have any material interest bearing financial liabilities. As the group's principal financial instruments is cash, the directors do not consider there to be a material difference between the book and fair value of the group's financial assets.



14 Share capital


 Shares

2008

2007

2008

2007


Number

Number

£

£

Authorised





500,000,000 ordinary shares of 10p each


500,000,000


500,000,000


50,000,000


50,000,000


__________

__________

_________

__________

Allotted, called up and fully paid





Ordinary shares of 10p each

39,922,460

37,922,460

3,992,246

3,792,246


__________

__________

__________

__________


During the year 2,000,000 ordinary shares of 10p each were issued at par.


Options


The company has in issue the following options to subscribe for ordinary shares:



2008    

   2007




Number

4,500,000  

3,750,000


During the year 750,000 options were granted to DG Sutherland.


Options issued prior to 28 February 2007 are exercisable between 11 February 2004 and 11 February 2009 at a exercise price of £0.15. Options issued during the year are exercisable between 9 January 2008 and 9 January 2013 at an exercise price of £0.12p. As at 29 February 2008 all options were still outstanding.


The directors estimate, by reference to formal valuations of options issued in prior periods and consideration of movements in component factors of those valuations, that the expense to be recognised under IFRS2 in respect of options issued during the year is not material in the context of group results. They consider that the expense of commissioning a separate valuation would be disproportionate to the benefits obtained. Accordingly no adjustments have been made to reflect the issue of options as an expense of the business and the corresponding increase in equity of the business.



15   Share Premium Account


 Group and Company

Share Premium account



At 1 March 2007 and 29 February 2008

£359,384



16 Profit and Loss Account




Group

£

At 1 March 2007 (as previously stated)

(1,932,898)

Prior year adjustment

  (278,105)

At 1 March 2007 (as restated)

(2,211,003)

Loss for the year

(298,168)


________

At 29 February 2008

£(2,509,171)


________



Company

£

At 1 March 2007 (as previously stated)

(1,075,066)

Prior year adjustment

  1,311,619

At 1 March 2007 (as restated)

236,553

Loss for the year

(411,991)


________

At 29 February 2008

£(175,438)


________



17 Foreign Exchange Reserve




Group

£

At 1 March 2007 (as previously stated)

-

Prior year adjustment

  278,105

At 1 March 2007 (as restated)

278,105

Inter-company loan - elimination of exchange loss

(251,656)

Gain on foreign translation

73,113


________

At 29 February 2008

£99,562


________





18 Reconciliation of movements in shareholders' funds



2008

2007


£

£

Group



(Loss)/Profit for the financial year

(298,168)

26,068

Other recognised gains and losses

(178,543)

(548,824)

Issue of shares 

200,000

-


________

________


(276,711)

(522,756)

Opening shareholders' funds

2,218,732

2,741,488


________

________

Closing shareholders' funds

£1,942,201

£2,218,732


________

________


The conversion from United Kingdom Generally Accepted Accounting Practice to International Financial Reporting Standards has caused no effect on the equity of the group.



2008

2007

Company

£

£




(Loss)/Profit for the financial year (as restated)

(411,991)

1,186,300

Issue of shares

200,000

-


________

________





(211,991)

1,186,300

Opening shareholders' funds (as previously stated)

3,076,564

3,201,883

Prior year adjustment

1,311,619

-


________

________




Closing shareholders' funds

£4,176,192

£4,388,183


________

________



19 Prior year adjustments



Group

Company


£

£

a.    Arising from reclassification of inter-company loan indebtedness as a Namibian Dollar liability




811,619

b.    Release of provision for impairment on revaluation of loan



500,000

c.    Arising from first time introduction of IFRS and creation of Foreign Exchange Reserve 


278,105



________




________



1,311,619



________



20 Reconciliation of operating loss to net cash outflow from operating activities



2008

2007


£

£


Operating loss

(304,638)

(8,486)

Depreciation of plant, property and equipment


121,225


112,571

Amortisation of intangible assets

12,365

7,354

        Decrease/(Increase) in inventories

3,275

 (1,304)

(Increase)/decrease in trade and other receivables


(2,845)


7,857

Increase/(decrease) in trade and other payables


13,273


(36,816)

Net effect of foreign exchange differences

86,797

(20,184)




Net cash (outflow)/inflow from operating activities


£(70,548)


£60,992


________

________



21 Analysis of net debt



At 1 March 2007

Cash flow

At 29 February 2008


£

£

£

Net cash:








Cash at bank and in hand

£372,188

£(268,688)

£103,500


________

________

________



22 Reconciliation of net cash flow to movement in net funds



2008

2007


£

£


(Decrease) in cash for the year

(268,688)

(116,567)


________

________




Movement in net funds in the year

(268,688)

(116,567)

Opening net funds

372,188

488,755


________

________




Closing net funds

£103,500

£372,188


________

________



23 Contingent liabilities


The mining contract undertaken by the group requires the subsidiary, Sonnberg, to remove all equipment and installations and to rehabilitate all disturbed areas once mining activities have ceased.


Sonnberg pay 1% of sales to a fund held by NAMDEB Diamond Corporation (Proprietary) Limited, to provide for the costs of environmental rehabilitation. The directors' best estimate is that there is no additional liability at the balance sheet date to the contributions already made to this fund. Accordingly, no provision has been made.


24 Commitments under operating leases


As at 29 February 2008, the company had annual commitments under non-cancellable operating leases as set out below:



2008 

Land and buildings

2007

 Land and buildings


£

£


Expiring in less than one year


2,400


2,400


________

________


The report and accounts have been posted to shareholders and are now available on the Company's website www.namibianresources.com, copies of the Report and Accounts will be available for collection at or by writing to the Company's offices located at Cargil Management Services, 302 High Street, Croydon, Surrey, CR0 1NG. Notice of the AGM, which will be held at 11.30am on the 9th October at 36, Dover Street, London, W1S 4NH, will be posted to shareholders separately. 



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