TIDMNRRP

RNS Number : 7258A

North River Resources Plc

30 September 2015

North River Resources plc / Ticker: NRRP / Index: AIM / Sector: Mining

30 September 2015

North River Resources plc

('North River' or 'the Company')

Interim Results for the six months ended 30 June 2015

North River Resources plc, the AIM quoted resource company focussed on the Namib Lead-Zinc Project ('Namib Project') in Namibia, is pleased to provide its unaudited interim results for the six months ended 30 June 2015.

Highlights:

-- Significant progress made in developing Namib into an economically robust and operationally efficient mining operation

-- Strengthened Board through appointments of James Beams to Chief Executive Officer, and Keith Marshall and Ken Sangster as Non-Executive Directors to support the project through its next stage of development

   --      Further metallurgical testwork led to an updated process flow sheet 

-- Ongoing and proactive engagement with the Namibian Ministry of Mines, including a Ministerial visit to mine site, in line with goal to receive Mining Licence

-- Phase One Fundraising launched - focused on providing all shareholders with an opportunity to participate

CEO's Statement

North River is focused on developing its flagship Namib Lead Zinc Project in Namibia into an economically robust and operationally efficient mining operation. Our activities during the period have been undertaken with this vision firmly in mind. To this end, we have undertaken supplementary metallurgical studies, overseen by new, highly qualified members of the Board who were appointed in January 2015; engaged regularly and proactively with Namibia's Ministry of Mines to progress our Mining Licence application; and focused on delivering a financing plan to enable us to take the project forward to a point of making an investment decision.

The Namib Project entails re-opening a previously producing mine and construction of a new plant to process 250,000 tonnes of ore per annum over an initial 3.5 year mine life and we are confident that this can be extended considerably by increasing the resource through drilling. The Namib Project currently has reserves of 585,000 tonnes @ 6.2% zinc, 2.9% lead and 46 g/t silver and total underground resources of 1,250,000 tonnes @ 6.5% zinc, 2.5% lead and 43.7 g/t silver. Located 20km inland from Swakopmund in Namibia, the project is very well situated, with excellent surrounding infrastructure. Namibia has a well established mining industry and good access to local mining suppliers and support services.

I joined North River in January 2015, shortly after the publication of the Definitive Feasibility Study ('DFS'). At the same time, North River welcomed Keith Marshall, a mining engineer who has previously held senior mine leadership roles with Rio Tinto PLC, and Ken Sangster, a metallurgist with 49 years' experience in the mining industry, as Non-Executive Directors. These senior appointments were designed to support the next phase of development at Namib and we have benefited greatly from their expertise during our work in the period to refine both the mine plan and the process flow sheet.

The Board identified where additional technical evaluation work was required to define a mine plan and processing plant design to a level of confidence to support a project investment decision. Supplementary metallurgical testwork was undertaken which identified the optimised grind size and new reagent regime, and from this a robust processing methodology was developed which can operate with consistent results with a wide range of mineral composition. This significantly strengthens the bankability of the Namib Project.

With this process now complete, we are now positioned to undertake initial Front End Engineering & Design ('FEED'). While these additional activities will lead to a stronger and more robust project they have, together with the fact that the Mining Licence has not yet been received, led to a revised development timeframe for the Namib Project.

In light of the revised development timeframe, the Independent Directors concluded that a number of project milestones required under the July 2014 Investment Agreement with Greenstone Resources L.P. ('Greenstone') were no longer achievable before the long-stop date in that agreement of 4 October 2015. As a result, the Company and Greenstone agreed in July 2015 to terminate the July 2014 Investment Agreement. Greenstone remains a committed shareholder and supportive of the Company's revised plans for the Namib Project.

The Company estimates that a total of US$25 - US$30 million in funding will be required to bring the Namib Project into production. In August, we announced an initial near term financing plan to raise US$4 million ('Phase One Fundraising') to progress the Namib Project to a construction decision. The Phase One Financing consists of US$1.2 million of Convertible Loan Notes issued to Greenstone followed, on 15 September 2015, by the launch of an Open Offer and Placing for the remaining US$2.8 million. This was fully underwritten by Greenstone, subject to certain conditions. This structure provides all our valued shareholders with an opportunity to participate in the future of our Company's development, and we look forward to providing shareholders with an update when this process is complete.

The Phase One Fundraising will enable us to undertake the FEED; early development of the Namib Project's North decline; sourcing of plant and equipment; on-going underground development programme required to establish access for the next phase of resource expansion drilling; and early stage recruitment of technical and operational staff. We acquired the first loader in the period after bringing the underground development activities in-house and are now focusing on mining development productivity.

Full construction financing ('Phase Two Fundraising') will follow the receipt of the Mining Licence and completion of the FEED, with its related updated cost estimates for the Namib Project.

Our commitment to bringing the Namib Project into production is clear. During the period we hosted a site visit for the Minister of Mines and Energy in Namibia, the Honorable Obeth Kandjoze, the Governor of the Erongo Region, the Honorable Cleophas Mutjavikua and a large delegation from the Mining Ministry. The visit included very constructive discussions on the development plans for the Namib Project.

Financial Review:

North River is reporting a loss before taxation of GBP1,377,787 (30 June 2014: loss of GBP1,726,901). The Company's cash position at the end of the period was GBP602,093 (30 June 2014: GBP528,796).

Outlook:

I would like to thank our shareholders for their support and patience during what has been a period of adjustment for North River. The Company's goal of bringing the Namib Project into production in the most economically and operationally efficient way possible has been further facilitated by our work during the period. The coming months will see us secure the remaining US$2.8 million of the Phase One Fundraising to support the next steps towards taking the project into construction.

I would like to reiterate that shareholder engagement is important to us, and I look forward to holding our next Investor Call on Thursday 3 November 2015.

James Beams

Chief Executive Officer

30 September 2015

For further information please visit www.northriverresources.com or contact:

 
James Beams          North River Resources       Tel: +44 (0) 20 7025 7047 
                      Plc 
Andrew Emmott/       Strand Hanson Limited       Tel: +44 (0) 20 7409 3494 
 Ritchie Balmer 
Jonathan Williams/   RFC Ambrian Limited         Tel: +44 (0) 20 3440 6800 
 Kim Eckhof 
Elisabeth Cowell/    St Brides Partners Limited  Tel: +44 (0) 20 7236 1177 
Lottie Brocklehurst 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 JANUARY 2015 TO 30 JUNE 2015

 
                                Unaudited                              Unaudited       Audited Year to 
                            Period from 1                            Period from      31 December 2014 
                            January to 30                   1 January to 30 June 
                                June 2015                                   2014 
                    Note              GBP                  GBP                                     GBP 
 CONTINUING 
 OPERATIONS 
 
 Other operating 
  income                                -                                      -                      189 
 
 Exploration and 
  evaluation 
  expenditure                   (692,150)                            (1,128,187)              (2,178,666) 
 Administrative 
  expenses                      (688,554)                              (601,164)              (1,147,659) 
                          ---------------      ---------------------------------      ------------------- 
 
 OPERATING LOSS               (1,380,704)                            (1,729,351)              (3,326,136) 
 
 Interest payable 
  on short term 
  borrowings                        (134)                                   (14)                    (267) 
 Interest 
  receivable on 
  bank deposits                     3,051                                  2,464                    5,926 
 
 LOSS BEFORE TAX              (1,377,787)                            (1,726,901)              (3,320,477) 
 
 Taxation                               -                                      -                        - 
                          ---------------      ---------------------------------      ------------------- 
 
 LOSS FOR THE 
  PERIOD                      (1,377,787)                            (1,726,901)              (3,320,477) 
 
 OTHER 
 COMPREHENSIVE 
 INCOME: 
 Exchange 
  differences on 
  translating 
  foreign 
  operations                      (8,958)                                (6,475)                 (43,570) 

(MORE TO FOLLOW) Dow Jones Newswires

September 30, 2015 06:45 ET (10:45 GMT)

                          ---------------      ---------------------------------      ------------------- 
 
 TOTAL 
  COMPREHENSIVE 
  LOSS FOR THE 
  PERIOD                      (1,386,745)                            (1,733,376)              (3,364,047) 
                          ===============      =================================      =================== 
 
 
 Loss per share 
     Basic and 
      diluted - 
      pence per 
      share            3          (0.07p)                                (0.13p)                  (0.22p) 
                          ===============      =================================      =================== 
 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2015

 
                                                Unaudited           Unaudited            Audited 
                                             30 June 2015        30 June 2014        31 Dec 2014 
                                      Note            GBP                 GBP                GBP 
 
 NON-CURRENT ASSETS 
 Goodwill                                4      7,738,986           7,738,986          7,738,986 
 Intangible assets                       5         62,072              68,377             64,938 
 Property, plant and equipment           6        198,872              98,844            143,857 
 Investment in associated company        7        113,182             113,182            113,182 
                                                                                   ------------- 
 
                                                8,113,112           8,019,389          8,060,963 
                                            -------------      --------------      ------------- 
 
 CURRENT ASSETS 
 Trade and other receivables                      286,779             581,072            444,817 
 Cash and cash equivalents                        602,093             528,796          1,904,860 
                                            -------------      --------------      ------------- 
 
                                                  888,872           1,109,868          2,349,677 
                                            -------------      --------------      ------------- 
 
 TOTAL ASSETS                                   9,001,984           9,129,257        10, 410,640 
 
 CURRENT LIABILITIES 
 Trade and other payables                         305,044           1,064,988            326,955 
 
 TOTAL LIABILITIES                                305,044           1,064,988            326,955 
                                            -------------      --------------      ------------- 
 
 NET ASSETS                                     8,696,940           8,064,269         10,083,685 
                                            =============      ==============      ============= 
 
 EQUITY 
 Share capital                           8      3,831,750           2,702,034          3,831,750 
 Share premium                           8     21,258,590          18,738,219         21,258,590 
 Share-based payments reserve                           -             466,645            115,645 
 Translation reserve                            (155,461)           (109,408)          (146,503) 
 Retained losses                             (16,237,939)        (13,733,221)       (14,975,797) 
                                            -------------      --------------      ------------- 
 
 TOTAL EQUITY                                   8,696,940           8,064,269         10,083,685 
                                            =============      ==============      ============= 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM 1 JANUARY 2015 TO 30 JUNE 2015

 
                                                                                              Share-based 
                                  Share                Share               Retained               payment 
                                capital              premium                 losses               reserve                 Translation reserve       Total equity 
                                    GBP                  GBP                    GBP                   GBP                                 GBP                GBP 
 
   PERIOD FROM 1 JANUARY 2015 TO 30 JUNE 2015 (UNAUDITED) 
 At 1 January 2015            3,831,750           21,258,590           (14,975,797)                         115,645                 (146,503)              10,083,685 
 Loss for the period                  -                    -            (1,377,787)                               -                         -       (1, 377,787) 
 Other comprehensive 
 income 
 Currency translation 
  losses                              -                    -                      -                               -                   (8,958)            (8,958) 
                           ------------          -----------      -----------------          ----------------------      --------------------      ------------- 
 Total comprehensive loss             -                    -           (1, 377,787)                               -                   (8,958)        (1,386,745) 
 Shares issued                        -                    -                      -                               -                         -                  - 
 Share issue expenses                 -                    -                      -                               -                         -                  - 
 Transfer of expired 
  share options                       -                    -                115,645                       (115,645)                         -                  - 
                           ------------          -----------      -----------------          ----------------------      --------------------      ------------- 
 
 At 30 June 2015              3,831,750           21,258,590           (16,237,939)                               -                 (155,461)          8,696,940 
                           ============          ===========      =================          ======================      ====================      ============= 
 
 
   PERIOD FROM 1 JANUARY 2014 TO 30 JUNE 2014 (UNAUDITED) 
 At 1 January 2014            2,240,495           17,875,349           (15,984,120)                       4,444,445                 (102,933)          8,473,236 
 Loss for the period                  -                    -            (1,726,901)                               -                         -        (1,726,901) 
 Other comprehensive 
 income 
 Currency translation 
  losses                              -                    -                      -                               -                   (6,475)            (6,475) 
                           ------------          -----------      -----------------          ----------------------          ----------------      ------------- 
 Total comprehensive loss             -                    -            (1,726,901)                               -                   (6,475)        (1,733,376) 
 Shares issued                  461,539              938,461                      -                               -                         -          1,400,000 
 Share issue expenses                 -             (75,591)                      -                               -                         -           (75,591) 
 Transfer of expired 
  share options                       -                    -              3,977,800                     (3,977,800)                         -                  - 
                           ------------          -----------      -----------------          ----------------------          ----------------      ------------- 
 
 At 30 June 2014              2,702,034           18,738,219           (13,733,221)               466,645                           (109,408)          8,064,269 
                           ============          ===========      =================          ============                ====================      ============= 
 
 
   YEAR ENDED 31 DECEMBER 2014 (AUDITED) 
 
 
 
 At 1 January 
  2014            2,240,495           17,875,349           (15,984,120)                 4,444,445           (102,933)                                8,473,236 
 Loss for the 
  period                  -                    -            (3,320,477)                         -                       -                          (3,320,477) 
 Other 
  comprehensive 
  income 
 Currency 
  translation 
  losses                  -                    -                      -                         -                (43,570)                             (43,570) 
                 ----------      ---------------      -----------------      --------------------      ------------------          --------------------------- 
 Total 
  comprehensive 
  loss                    -                    -            (3,320,477)                         -                (43,570)                          (3,364,047) 
 Shares issued    1,591,255            3,458,832                      -                         -                       -                            5,050,087 
 Share issue 
  expenses                -             (75,591)                      -                         -                       -                             (75,591) 
 Transfer of 
  expired share 
  options                 -                    -              4,328,800               (4,328,800)                       -                                       - 
                 ----------          -----------          -------------          ----------------          --------------          ------------------------------ 
 At 31 December 
  2014                3,831,750           21,258,590               (14,975,797)           115,645               (146,503)             10,083,685 
                 ==============      ===============      =====================      ============          ==============          ============= 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

(MORE TO FOLLOW) Dow Jones Newswires

September 30, 2015 06:45 ET (10:45 GMT)

FOR THE PERIOD FROM 1 JANUARY 2015 TO 30 JUNE 2015

 
                                                     Unaudited                 Unaudited                 Audited 
                                                   Period from               Period from                 Year to 
                                          1 January 2015 to 30      1 January 2014 to 30        31 December 2014 
                                                     June 2015                 June 2014 
                                                           GBP                       GBP                     GBP 
 Cash flows from operating 
 activities 
 Operating loss                                    (1,380,704)               (1,729,351)             (3,326,136) 
 Adjustments: 
 Depreciation and 
  amortisation charges                                  34,747                    29,084                  62,551 
                                                   (1,345,957)               (1,700,267)             (3,263,585) 
 Movements in working 
 capital 
 Decrease/(increase) in 
  receivables                                          158,038                 (423,538)               (287,284) 
 (Decrease)/increase in 
  payables                                            (21,911)                   751,708                  13,675 
                                      ------------------------  ------------------------      ------------------ 
 Net movements in working 
  capital                                              136,127                   328,170                 273,609 
 
 Net cash used in 
  operating activities                             (1,209,830)               (1,372,097)             (3,537,194) 
                                      ------------------------  ------------------------      ------------------ 
 
 Investing activities 
 Purchase of intangible 
 assets                                                      -                   (1,899)                       - 
 Purchase of plant and 
  equipment                                           (94,427)                         -                (77,462) 
                                      ------------------------  ------------------------      ------------------ 
 
 Net cash used in 
  investing activities                                (94,427)                   (1,899)                (77,462) 
                                      ------------------------  ------------------------      ------------------ 
 
 Financing activities 
 Issued shares                                               -                 1,400,000               5,050,087 
 Issue expenses                                              -                  (75,591)                (75,591) 
 Interest paid                                           (134)                      (14)                   (267) 
 Interest received                                       3,051                     2,464                   5,926 
                                      ------------------------  ------------------------      ------------------ 
 
 Net cash from financing 
  activities                                             2,917                 1,326,859               4,980,155 
                                      ------------------------  ------------------------      ------------------ 
 
 (Decrease) / increase in 
  cash and cash 
  equivalents                                      (1,301,340)                  (47,137)               1,365,499 
 Cash and cash equivalents 
  at beginning of year                               1,904,860                   577,551                 577,551 
 Exchange differences                                  (1,427)                   (1,618)                (38,190) 
                                      ------------------------  ------------------------      ------------------ 
 
   Cash and cash 
   equivalents at end of 
   period                                              602,093                   528,796               1,904,860 
                                      ========================  ========================      ================== 
 
 
 

Cash and cash equivalents comprise cash on hand and bank balances.

NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 30 JUNE 2015

   1.   BASIS OF PREPARATION 

These half year accounts are prepared in accordance with the historical cost convention and in accordance with the International Financial Reporting Standards ("IFRS"), as adopted by the European Union, including IFRS 6 'Exploration for and Evaluation of Mineral Resources' and IAS 34 "Interim Financial Reporting".

These half year accounts for the six months ended 30 June 2015 are unaudited and do not constitute statutory accounts as defined in section 434 of the Companies Act 2006. They have been prepared using accounting bases and policies consistent with those used in the preparation of the financial statements of the Company and the Group for the year ended 31 December 2014 and expected to be adopted in the financial year ending 31 December 2015.

The half year accounts include unaudited comparative figures for the half year ended 30 June 2014 and comparatives for the year ended 31 December 2014 that have been extracted from the audited financial statements for that year.

The financial statements for the year ended 31 December 2014 have been delivered to the Registrar of Companies and the auditor's report on those financial statements was unqualified and did not contain a statement made under Section 498(2) or Section 498(3) of the Companies Act 2006. The auditors' report included an 'emphasis of matter' in connection with the Group's going concern and licence renewal position.

No new IFRS standards, amendments or interpretations became effective in the six months to the 30 June 2015 which had a material effect on this consolidated interim financial information.

The Group's financial risk management objectives and policies are consistent with those disclosed in the 2014 annual report.

Going concern

The Directors believe that the Group will be able to raise as required, sufficient cash to enable it to continue its operations, and continue to meet, as and when they fall due, its planned and committed exploration and development activities (see note 12) and liabilities for at least the next twelve months from the date of approval of these condensed half year accounts. For this reason the Directors continue to adopt the going concern basis in preparing the accounts.

Applications for the Namib Lead Mining Licence and the renewal of several exploration EPLs in the Licence Areas have been made and are awaiting confirmation. If the Mining Licence is not received or the EPLs are not renewed then the Directors would have to reconsider the position of the Group and the resulting ability to continue operations as planned. The Directors believe that all outstanding licence confirmations will be received within the normal time duration for these applications.

   2.   SEGMENT REPORTING 

For the purposes of segmental information, the operations of the Group are focussed in the United Kingdom, Namibia and Mozambique and comprise one class of business: the exploration and evaluation of mineral resources.

The Company acts as a holding company.

The Group's operating loss for the period arose from its operations in the United Kingdom, Namibia and Mozambique. In addition, all of the Group's assets are based in the United Kingdom, Namibia and Mozambique.

Geographical Segment - Group Six months ended 30 June 2015 (UNAUDITED)

 
                                            United Kingdom       Namibia   Mozambique               Total 
                                                       GBP           GBP          GBP                 GBP 
   Exploration & evaluation expenditure                  -     (692,150)            -           (692,150) 
   Administration expenses                       (615,429)      (73,125)            -           (688,544) 
   Interest paid                                         -         (134)            -               (134) 
   Interest received                                   650         2,401            -               3,051 
                                                                                             (1,377,787) 
     Loss before taxation                        (614,779)     (763,008)            - 
                                           ===============  ============  ===========  ================== 
 
 
   Trade and other receivables                     203,715        57,950       25,114             286,779 
   Cash and cash equivalents                       563,613        26,199       12,281             602,093 
   Accrued expenditure and provisions            (195,449)     (109,595)            -           (305,044) 
   Goodwill                                              -     7,738,986            -           7,738,986 
   Investment in associate company                       -             -      113,182             113,182 
   Intangible assets                                 5,577             -       56,495              62,072 
   Plant and equipment                                 975       197,897            -             198,872 
                                           ---------------  ------------  -----------  ------------------ 
 
     Net assets                                    578,431     7,911,437      207,072           8,696,940 
                                           ===============  ============  ===========  ================== 
 
 
 

At the end of June 2015, the Group had not yet commenced commercial production from its exploration sites and therefore had no turnover for the period.

(MORE TO FOLLOW) Dow Jones Newswires

September 30, 2015 06:45 ET (10:45 GMT)

Geographical Segment - Group Six months ended 30 June 2014 (UNAUDITED)

 
                                           United Kingdom         Namibia   Mozambique           Total 
                                                      GBP             GBP          GBP             GBP 
   Exploration & evaluation expenditure                 -     (1,128,187)            -     (1,128,187) 
   Administration expenses                      (486,771)       (114,393)            -       (601,164) 
   Interest paid                                        -            (14)            -            (14) 
   Interest received                                  963           1,501            -           2,464 
 
     Loss before taxation                       (485,808)     (1,241,093)            -     (1,726,901) 
                                          ===============  ==============  ===========  ============== 
 
   Trade and other receivables                    259,705         296,253       25,114         581,072 
   Cash and cash equivalents                      265,261         251,254       12,281         528,796 
   Accrued expenditure and provisions           (593,219)       (471,769)            -     (1,064,988) 
   Goodwill                                             -       7,738,986            -       7,738,986 
   Investment in associate company                      -               -      113,182         113,182 
   Intangible assets                                9,933           1,949       56,495          68,377 
   Plant and equipment                              5,140          93,704            -          98,844 
                                          ---------------  --------------  -----------  -------------- 
 
     Net assets                                  (53,180)       7,910,377      207,072       8,064,269 
                                          ===============  ==============  ===========  ============== 
 
 
 

Geographical Segment - Group Year ended 31 December 2014 (Audited)

 
                                           United Kingdom 
                                                                Namibia     Mozambique          Total 
                                                      GBP           GBP            GBP            GBP 
 Other income                                           -           189              -            189 
 Exploration & evaluation expenditure                   -   (2,178,666)              -    (2,178,666) 
 Administration expenses                        (940,861)     (206,798)              -    (1,147,659) 
 Interest paid                                          -         (267)              -          (267) 
 Interest received                                  1,623         4,303              -          5,926 
 
   Loss before taxation                         (939,238)   (2,381,239)              -    (3,320,477) 
                                          ===============  ============  =============  ============= 
 
 Trade and other receivables                      217,988       201,715         25,114        444,817 
 Cash and cash equivalents                      1,762,632       129,947         12,281      1,904,860 
 Accrued expenditure and provisions             (220,409)     (106,546)              -      (326,955) 
 Goodwill                                               -     7,738,986              -      7,738,986 
 Investment in associate company                        -             -        113,182        113,182 
 Intangible assets                                  7,755           688         56,495         64,938 
 Plant and equipment                                2,755       141,102              -        143,857 
                                          ---------------  ------------  -------------  ------------- 
 
   Net assets                                   1,770,721     8,105,892        207,072     10,083,685 
                                          ===============  ============  =============  ============= 
 
 
   3.   LOSS PER SHARE 
 
                                              Loss for          Weighted         Loss per 
                                            the period           average            share 
                                       from continuing            number 
                                            operations         of shares          Basic - 
                                                   GBP                          pence per 
                                                                                    share 
 
  Six months ended 30 June 2015 
  (Unaudited)                              (1,377,787)     1,915,875,310       (0.07) pence 
                                     =================  ================  ================= 
 
  Six months ended 30 June 2014 
  (Unaudited)                              (1,726,901)     1,302,298,915       (0.13) pence 
                                     =================  ================  ================= 
 
   Year ended 31 December 2014 
   (Audited)                               (3,320,477)     1,499,075,167       (0.22) pence 
                                     =================  ================  ================= 
 
 

The diluted loss per share has been calculated using a weighted average number of shares in issue and to be issued and has been kept the same as the conversion of share options decreases the basic loss per share, thus being anti-dilutive.

   4.   GOODWILL 

The Company acquired, on 20 November 2009, the entire issued share capital in, and the shareholder loans to, West Africa Gold Exploration (Namibia) (Pty) Ltd ("WAGE") and Namib Lead and Zinc Mining (Pty) Ltd ("Namib Lead"). The consideration paid by the Company for these two Namibian entities and the shareholder loans was satisfied by the allotment of 266,666,667 Ordinary shares of GBP0.002 each ("Ordinary shares") at a price of 3 pence per Ordinary share.

 
 
                                                            Portion       Nature of 
 Name of company                  Country       Holding        held        business 
 
 West Africa Gold Exploration     Namibia      Ordinary        100%     Exploration 
  (Namibia) (Pty) Ltd                            shares                  and mining 
 Namib Lead and Zinc Mining       Namibia      Ordinary        100%     Exploration 
  (Pty) Ltd                                      shares                  and mining 
 
 
                  Unaudited     Unaudited       Audited 
                 At 30 June    At 30 June     At 30 Dec 
                       2015          2014          2014 
                        GBP           GBP           GBP 
 
   Goodwill       7,738,986     7,738,986     7,738,986 
               ============  ============  ============ 
 

Goodwill impairment review

The Directors are of the opinion that the Goodwill acquired in respect of WAGE and Namib Lead in November 2009 represents the value of the licence areas held by WAGE and Namib Lead at 30 June 2015. However, this goodwill has been written down by GBP92,782 in prior years being the value of the Ubib Exclusive Prospecting Licences (EPL) 3139 which, was relinquished in April 2013.

   5.   INTANGIBLE ASSETS 
 
                                  Exploration 
                                     licences   Software     Total 
                                          GBP        GBP       GBP 
 COST 
 At 31 December 2013 (Audited)        137,605     38,021   175,626 
 Effects of foreign exchange          (3,109)      (861)   (3,970) 
                                 ------------  ---------  -------- 
 At 30 June 2014 (Unaudited)          134,496     37,160   171,656 
 Effects of foreign exchange             (32)        (9)      (41) 
                                 ------------  ---------  -------- 
 At 31 December 2014 (Audited)        134,464     37,151   171,615 
 Effects of foreign exchange          (5,159)    (1,429)   (6,588) 
                                 ------------  ---------  -------- 
 At 30 June 2015 (Unaudited)          129,305     35,722   165,027 
                                 ============  =========  ======== 
 
 AMORTISATION 
 At 31 December 2013 (Audited)         81,110     22,094   103,204 
 Charge for the period                      -      3,916     3,916 
 Effects of foreign exchange          (3,109)      (732)   (3,841) 
                                 ------------  ---------  -------- 
 At 30 June 2014 (Unaudited)           78,001     25,278   103,279 
 Charge for the period                      -      3,450     3,450 
 Effects of foreign exchange             (32)       (20)      (52) 
                                 ------------  ---------  -------- 
 At 31 December 2014 (Audited)         77,969     28,708   106,677 
 Charge for the period                      -      2,861     2,861 
 Effects of foreign exchange          (5,159)    (1,424)   (6,583) 
                                 ------------  ---------  -------- 
 At 30 June 2015 (Unaudited)           72,810     30,145   102,955 
                                 ============  =========  ======== 
 
   NET BOOK VALUE 
 At 30 June 2015 (Unaudited)           56,495      5,577    62,072 
                                 ============  =========  ======== 
 
 At 30 June 2014 (Unaudited)           56,495     11,882    68,377 
 
 At 31 December 2014 (Audited)         56,495      8,443    64,938 
                                 ============  =========  ======== 
 
   6.   PROPERTY, PLANT AND EQUIPMENT 
 
 
                                          Plant       Fixtures 
                                    & machinery     & fittings   Motor vehicles      Total 
                                            GBP            GBP              GBP        GBP 
 COST 
 At 31 December 2013 (Audited)           94,511         36,137          179,681    310,329 
 Additions in the period                    567          1,332                -      1,899 
 Effects of foreign exchange            (3,624)          (752)          (6,887)   (11,263) 

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                                 --------------  -------------  ---------------  --------- 
 At 30 June 2014 (Unaudited)             91,454         36,717          172,794    300,965 
 Additions in the period                 72,761          2,802                -     75,563 
 Effects of foreign exchange              (763)           (36)             (70)      (869) 
                                 --------------  -------------  ---------------  --------- 
 At 31 December 2014 (Audited)          163,452         39,483          172,724    375,659 
 Additions in the period                 89,052          5,375                -     94,427 
 Effects of foreign exchange           (10,815)        (1,432)         (11,430)   (23,677) 
                                 --------------  -------------  ---------------  --------- 
 At 30 June 2015 (Unaudited)            241,689         43,426          161,294    446,409 
                                 ==============  =============  ===============  ========= 
 
 DEPRECIATION 
 At 31 December 2013 (Audited)           50,565         24,830          108,093    183,488 
 Charge for the period                   10,528          4,509           10,132     25,169 
 Effects of foreign exchange            (2,046)          (576)          (3,914)    (6,536) 
                                 --------------  -------------  ---------------  --------- 
 At 30 June 2014 (Unaudited)             59,047         28,763          114,311    202,121 
 Charge for the period                   14,155          4,567           11,294     30,016 
 Effects of foreign exchange              (157)           (28)            (150)      (335) 
                                 --------------  -------------  ---------------  --------- 
 At 31 December 2014 (Audited)           73,045         33,302          125,455    231,802 
 Charge for the period                   19,362          3,113            9,411     31,886 
 Effects of foreign exchange            (5,997)        (1,286)          (8,868)   (16,151) 
                                 --------------  -------------  ---------------  --------- 
 At 30 June 2015 (Unaudited)             86,410         35,129          125,998    247,537 
                                 ==============  =============  ===============  ========= 
 
 
 NET BOOK VALUE 
 At 30 June 2015 (Unaudited)            155,279          8,297           35,296    198,872 
                                 ==============  =============  ===============  ========= 
 
 At 30 June 2014 (Unaudited)             32,407          7,954           58,483     98,844 
 
 At 31 December 2014 (Audited)           90,407          6,181           47,269    143,857 
                                 ==============  =============  ===============  ========= 
 
   7.   INVESTMENT IN ASSOCIATED COMPANY 

The following entity meets the definition of an associate and has been equity accounted in the consolidated interim financial information:

 
  Company                                   Country of Incorporation            Group interest at 
                                                                                       30 June 13 
 
  North River Resources (Murrupula) 
   Limitada                                               Mozambique                          40% 
 

North River Resources (Murrupula) Limitada ('Murrupula') is a company that was registered in Mozambique on 27 January 2011. The Group's interest in Murrupula is jointly held by North River Resources plc and NRR Mozambique Limited. It is also the beneficial owner of an exploration licence in Mozambique. The licence and Murrupula are the subject of a Heads of Agreement between Baobab Resources Limited ("Baobab") and North River Resources plc. Under this agreement Baobab is entitled to a 60% participation interest in Murrupula. Boabab have completed the agreed level of exploration work. Legal control over Murrupula has not yet passed to Baobab, however, effective control has passed. Accordingly, these consolidated financial statements have been prepared on the basis that control has passed and that Murrupula is treated as an associate as from 1 October 2011.

   8.   SHARE CAPITAL 

Allotted, issued and fully paid:

 
                                          Unaudited       Unaudited                   Audited 
   Number          Class      Nominal    At 30 June      At 30 June            At 31 December 
                                value          2015            2014                      2014 
                                                GBP             GBP                       GBP 
 1,915,875,310   Ordinary        0.2p     3,831,750         2,702,034               3,831,750 
                                       ------------    --------------        ---------------- 
 
 
 
                          Detail                   Number of Ordinary        Share        Share 
        Date of issue     of issue                             shares      capital      premium 
                                                                               GBP          GBP 
       As at 31 December 
        2013                                            1,120,247,632    2,240,495   17,875,349 
  29 January 2014         Drill-for-Equity agreement       29,166,667       58,333      116,667 
                          Placing for feasibility 
  29 January 2014          study                          170,833,333      341,667      683,333 
                          Placing to provide working 
  21 March 2014            capital                         30,769,232       61,539      138,461 
                          Cost of issuing capital 
                           in the period                            -            -     (75,591) 
                                                       --------------  -----------  ----------- 
 
         As at 30 June 2014                             1,351,016,864    2,702,034   18,738,219 
                         Placing to Greenstone 
       15 July 2014      Resources LP                      33,333,333       66,667      133,333 
                         Placing to Greenstone 
       17 July 2014      Resources LP                     270,588,464      541,177    1,082,354 
       17 November       Placing to Greenstone 
        2014             Resources LP                     260,936,649      521,873    1,304,683 
 
       As at 31 December 2014                           1,915,875,310    3,831,750      21,258,590 
                                                                    -            -               - 
                                                       --------------  -----------  -------------- 
       As at 30 June 2015                               1,915,875,310    3,831,750      21,258,590 
                                                       ==============  ===========  ============== 
 
 
   9.   SUBSIDIARY ENTITIES 

The consolidated interim financial information includes the following group companies:

 
 Company                                       Country of   Holding   Nature of business 
                                            Incorporation 
 
 NRR Energy Minerals Limited               United Kingdom      100%      Holding company 
 NRR Mozambique Limited                    United Kingdom      100%      Holding company 
 West Africa Gold Exploration (Namibia)           Namibia      100%          Exploration 
  (Pty) Ltd                                                                   and mining 
 Namib Lead and Zinc Mining (Pty)                 Namibia      100%          Exploration 
  Ltd                                                                         and mining 
 North River Resources Namibia (Pty)              Namibia      100%       Administration 
  Ltd 
 North River Resources (Mavuzi) Limitada       Mozambique      100%             Inactive 
 

NRR Energy Minerals Limited and NRR Mozambique Limited act as holding companies to associates, joint venture companies and subsidiaries in Namibia and Mozambique respectively.

10. SHARE-BASED PAYMENTS

Share options outstanding

 
                                    Unaudited          Unaudited           Audited 
                                     6 months           6 months        Year ended 
                                        ended              ended            31 Dec 
                                 30 June 2015       30 June 2014              2014 
    Opening balance                 9,100,000        105,100,000       105,100,000 
    Expired in the period         (9,100,000)       (81,000,000)      (96,000,000) 
                            -----------------  -----------------  ---------------- 
 
      Closing balance                       -         24,100,000         9,100,000 
                            =================  =================  ================ 
 

There are no share options outstanding as at 30 June 2015.

All share options were fully expensed in prior periods.

11. CONTROL

No one party is identified as controlling the Group.

12. EXPLORATION EXPENDITURE COMMITMENTS

Restoration commitments

The Company has no obligations to undertake any rehabilitation or restoration activity on the licences currently held.

Existing Exploration Licences in Namibia

The Group has a number of exploration licences in Namibia. There is a commitment to spend GBP1.5 million on these licences through 2015 and into 2016. There is scope in the Mines and Minerals Act for expenditure to be altered by the Company and still keep the licences in good standing. The commitments are based on a positive outcome for all stages of work within the period of tenure of each licence. It should also be noted that if the project has negative results in the first 6 months of the licence tenure - then the project can be terminated without further expenditure.

Existing Exploration Licences in Mozambique

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