Imperial Minerals Plc - Audited Results for the Year Ended 30 June 2018 PR Newswire

30 November 2018

Imperial Minerals Plc
(“Imperial”, the “Group” or the “Company”)

Audited Results for the Year Ended 30 June 2018

Dear Shareholder,

The Company is pleased to announce the financial results of Imperial Minerals Plc for the year ended 30 June 2018.

During the year the Company investigated a number of investment opportunities in the minerals and oil & gas industries. These due diligence activities did not produce an opportunity the directors believed was suitable of pursuing.

Subsequent to year end and with the support of the Company’s major shareholders a new Board of directors was appointed with a clear mandate to change the investment strategy of the Company. In due course, the Company will announce and post a circular to shareholders proposing, inter alia, a change of investment strategy.

The Company has applied to the NEX Exchange for approval to seek the above proposed change of investment strategy at a general meeting of shareholders which will be held as soon as possible.

Financial Review

The Group currently only has interest revenue and its cash reserves will be used in the short term to cover compliance costs, initial due diligence and other costs incidental to the identification and development of acquisition opportunities.

Since year end the Company has secured £50,000 in funding from an initial convertible loan note issue, announced on 1 October 2018, that the Company intends to issue up to £300,000 in convertible notes to fund the costs associated with changing the Company’s investment strategy and on initial due diligence of opportunities.

The loss for the year was £100,176 (2017: £398,251). The result for the year ended 30 June 2017 consisted mainly of the loss on disposal £361,777 of its investment in North River Resources Plc (available for sale investment).

Financial Position

The Group’s Statement of Financial Position as at 30 June 2018 and comparatives at 30 June 2017 are summarised below:

                    30 June 2018 30 June 2017

                               £            £

Current assets            26,341       74,025

Non-current assets             -            -

Total assets              26,341       74,025

Current liabilities        7,860        4,358

Total liabilities          7,860        4,358

Net assets                18,481       69,667

The Directors do not recommend the payment of a dividend (2017: £Nil).

On behalf of the Board, I would like to record our thanks to those who have helped the Company throughout the year.

Michael Langoulant
Imperial Minerals Plc
29 November 2018

The Directors of the Company accept responsibility for the contents of this announcement.

For further information please contact:

Imperial Minerals plc
Michael Langoulant
+44 7899 249990

Peterhouse Capital Limited
Guy Miller and Mark Anwyl
+44 (0)20 7220 9796

For the year ended 30 June 2018

                               For the year ended 30 For the year ended 30 June
                                           June 2018                       2017

                          Note                     £                          £

Continuing operations

Revenue                                            -                          -

Impairment of receivable                           -                  (361,777)
and loss on disposal of
available for sale

Administrative expenses                    (100,183)                   (36,479)

Loss before taxation                       (100,183)                  (398,256)

Finance income – interest                          7                          5

Income tax                 4                       -                          -

Loss for the year                          (100,176)                  (398,251)
attributable to the
equity shareholders of
the parent

Other comprehensive

Items that may be
subsequently reclassified
to profit or loss

Reclassification of                                -                    329,908
cumulative loss on
available for sale assets
on disposal

Other comprehensive                                -                    329,908
income for the year, net
of tax

Total comprehensive                        (100,176)                   (68,343)
income for the year
attributable to the
equity shareholders of
the parent

Earnings per share

Basic and diluted loss                       (0.32p)                    (1.33p)
per share attributable to  5
the equity shareholders
of the parent (pence)

As at 30 June 2018

                                      Group                    Company

                       Note       As at        As at        As at        As at
                            30 June 2018 30 June 2017 30 June 2017 30 June 2017

                                 £            £            £            £


Non-current assets

Investments in          7              -            -           10           10

Total non-current                      -            -           10           10

Current assets

Trade and other         8          6,135        1,352        5,535          752

Cash and cash                     20,206       72,673       19,327       69,139

Total current assets              26,341       74,025       24,862       69,891

TOTAL ASSETS                      26,341       74,025       24,872       69,901


Current Liabilities

Trade and other         9          7,860        4,358        7,860        4,358

Total current                      7,860        4,358        7,860        4,358

TOTAL LIABILITIES                  7,860        4,358        7,860        4,358

NET ASSETS                        18,481       69,667       17,012       65,543


Share capital           10       202,786      201,700      202,786      201,700

Share premium           10       876,297      855,658      876,297      855,658

Equity to be issued     10        27,265            -       27,265            -

Other reserve                      1,600        1,600        1,600        1,600

Retained losses              (1,089,467)    (989,291)  (1,090,936)    (993,415)

TOTAL EQUITY                      18,481       69,667       17,012       65,543

For the year ended 30 June 2018

Group           Share   Share Equity Shares to    Retained Available     Total
              capital premium  to be be issued      losses  for sale    Equity
                              issued     under               reserve

                    £       £      £         £           £         £         £

At 1 July     199,950 822,408      -    24,241   (615,281) (329,908)   101,410

Loss for the        -       -      -         -   (398,251)         - (398,251)

Other               -       -      -         -           -   329,908   329,908
income for
the year

Total               -       -      -         -   (398,251)   329,908  (68,343)
income for
the year

Issue of        1,750  33,250      -         -           -         -    35,000

Issue of            -       -      -     1,600           -         -     1,600
share options

Transfer on         -       -      -  (24,241)      24,241         -         -
expiry of
share options

Balance at 30 201,700 855,658      -     1,600   (989,291)         -    69,667
June 2017

At 1 July     201,700 855,658      -     1,600   (989,291)         -    69,667

Loss for the        -       -      -         -   (100,176)         - (100,176)

Other               -       -      -         -           -         -         -
income for
the year

Total               -       -      -         -   (100,176)         - (100,176)
income for
the year

Issue of        1,086  20,639      -         -           -         -    21,725

Equity to be        -       - 27,265         -           -         -    27,265

Balance at 30 202,786 876,297 27,265     1,600 (1,089,467)         -    18,481
June 2018


Company         Share   Share Equity to Shares to Retained Available  Total
              capital premium be issued be issued   losses  for sale Equity
                                            under            reserve

                    £       £         £         £        £         £      £

At 1 July      199,950 822,408         -    24,241 (617,051)(329,908) 99,640

Loss for the         -       -         -         - (400,605)        - (400,60
year                                                                      5)

Other                -       -         -         -        -   329,908 329,908
income for
the year

Total                -       -         -         - (400,605)  329,908 (70,697
comprehensive                                                              )
income for
the year

Issue of         1,750  33,250         -         -        -         - 35,000

Issue of             -       -         -     1,600        -         -  1,600
share options

Expiry of            -       -         -  (24,241)   24,241         -      -
share options

Balance at 30  201,700 855,658         -     1,600 (993,415)        - 65,543
June 2017

At 1 July      201,700 855,658         -     1,600 (993,415)        - 65,543

Loss for the         -       -         -         - (97,521)         - (97,521
year                                                                       )

Other                -       -         -         -        -         -      -
income for
the year

Total                -       -         -         - (97,521)         - (97,521
comprehensive                                                              )
income for
the year

Issue of         1,086  20,639         -         -        -         - 21,725

Equity to be         -       -    27,265         -        -         - 27,265

Balance at 30  202,786 876,297    27,265     1,600 (1,090,93        - 17,012
June 2018                                                6)

For the year ended 30 June 2018

                                                   Group            Company

                                        Note     2018     2017     2018     2017

                                                    £        £        £        £

Cash flows from operating activities      11 (72,474) (34,194) (69,819) (36,548)

Net cash used in operating activities        (72,474) (34,194) (69,819) (36,548)

Cash flows from investing activities

Interest received                                   7        5        7        5

Proceeds from disposal of available for             -   28,999        -   28,999
sale financial assets

Net cash generated from investing                   7   29,004        7   29,004

Cash Flows from financing activities

Proceeds from issue of shares*                 20,000   35,000   20,000   35,000

Net cash generated from financing              20,000   35,000   20,000   35,000

Net (decrease)/ increase in cash and         (52,467)   29,810 (49,812)   27,456
cash equivalents

Cash and cash equivalents at beginning         72,673   42,863   69,139   41,683
of year

Cash and cash equivalents at end of            20,206   72,673   19,327   69,139

General Information

The Company is a public limited company incorporated and domiciled in the UK (registered number: 6275976), which is listed on the NEX Exchange. The registered office of the Company is 6th Floor, 60 Gracechurch Street, London, EC3A 0HR.

Summary of significant accounting policies

The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of Preparation of Financial Statements

The Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and IFRIC interpretations as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.The Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of available for sale financial assets at fair value through other comprehensive income.

Imperial Minerals plc, the legal Parent, is domiciled and incorporated in the United Kingdom. The functional currency of Imperial Minerals plc and its subsidiary undertaking is £ sterling.

The Financial Statements are presented in sterling (£), rounded to the nearest pound.

The preparation of Financial Statements in conformity with IFRSs requires the use of certain critical accounting estimates.It also requires management to exercise its judgement in the process of applying the Group and Company’s accounting policies.

Basis of consolidation   

The Group Financial Statements consolidate the Financial Statements of Imperial Minerals plc and the Financial Statements of its subsidiary undertaking made up to 30 June 2018.

Subsidiaries are entities over which the Group has control.  The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The cost of acquisition is measured as the fair value of the assets acquired, equity instruments issued and liabilities acquired or assumed at the date of exchange. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated.

Changes in accounting policy and disclosures

(a)   New and amended standards adopted by the Company:

There are no new standards or amendments to standards and interpretations effective for the annual periods beginning on or after 1 July 2017 which are material to the Group or Company. These accounting policies adopted in preparation of these Financial Statements are consistent with prior years.

(b)   New and amended standards issued but not yet effective and not early adopted:

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Financial Statements are disclosed below. The Directors are assessing the possible impact of the following standards on the Group or Company’s Financial Statements:

Standard                                                                                                                                                       Effective Date

IFRS 9               Financial Instruments                                      1 January 2018

IFRS 15               Revenue from Contracts with Customers             1 January 2018

IFRS 16              Leases               1 January 2019

IFRS 2 (Amendments)           Classification and measurement of share based payments   1 January 2018

Annual Improvements         Annual Improvements to IFRS 2014-16 cycle             1 January 2018

IFRIC 23           Uncertainty over income tax treatments     1 January 2019

Annual Improvements *      Annual Improvements to IFRS 2015-17 cycle                           

*Not yet endorsed by the EU and EU effective date not yet determined  

Due to the current non-revenue generating nature of the Group and Company, IFRS 15 is not expected to have a material impact on the Group or Company financial statements.

Cash and Cash Equivalents

Cash and cash equivalents comprises cash at hand and current and deposit balances with banks and similar institutions, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.  This definition is also used for the Statement of Cash Flows.

Financial instruments

Financial assets and financial liabilities are recognised when the Group and Company become party to the contractual provisions of the instrument.  Financial assets are derecognised when the contractual right to the cash flow expires or when all the risks and rewards of ownership are substantially transferred.  Financial liabilities are derecognised when the obligations specified in the contract are either discharged or cancelled.

Financial assets                                                                                                                                               

The Group and Company classify their financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group’s and Company’s accounting policy for each category is as follows:   

  1. Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They incorporate various types of contractual monetary assets, such as advances made to affiliated entities which give rise to other receivables and cash and cash equivalents includes cash in hand and deposits held at call with banks.  Other receivables are carried at cost less any provision for impairment.  Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty) that the Group and Company will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.    

Financial liabilities

The Group's financial liabilities, which consist of trade and other payables are initially stated at fair value and subsequently at their amortised cost using the effective interest method.  


Current tax is the tax currently payable or receivable based on the taxable loss for the year.

Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss.  Deferred tax is determined using tax rates and laws that have been substantially enacted by the Statement of Financial Position date, and that are expected to apply when the temporary difference reverses.

Tax losses available to be carried forward are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised.

Trade Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.  Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer).  If not, they are presented as non-current liabilities.

Going Concern

The Group and Company’s business activities together with the factors likely to affect their future development, performance and position are set out in the Chairman’s Statement. In addition, Note 2 to the financial statements include the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.

The Financial Statements have been prepared on a going concern basis notwithstanding that the Group incurred a net loss of £100,176 during the year ended 30 June 2018. The Directors have concluded that the current circumstances represents a material uncertainty that casts significant doubt upon the Group’s and Company’s ability to continue as a going concern and that, therefore, the Group and Company may be unable to realise its assets and discharge its liabilities in the normal course of business.

The Group and Company will be required to raise additional funds before being able to meet their contracted operating expenditure during the going concern period and further invest in existing projects and acquisition targets. Since year end £50,000 has been raised by the issue of a 10% convertible note.  The Directors are confident that sufficient additional funds will become available in order to meet contracted operating expenditure. The amount of funding for investment in projects and targets is unforeseen at the point of approval of these Financial Statements; however, the Group and Company will be required to raise additional funds either via an issue of equity or through the issuance of debt.

Nevertheless, after making enquiries and considering the uncertainties described above, the Directors have a reasonable expectation that the Group and Company will have access to adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the Financial Statements.


The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

Estimated impairment of loan receivable

The Group and Company has assessed whether the loan receivable from Symerton Holdings S.A. continues to be fully impaired based upon all available information, which includes assumptions and judgments regarding circumstances in the future, which could have an impact upon recoverability (see Note 8).


Capital Management

The Group’s objectives when managing capital are to safeguard the Group and Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

Treasury policy and financial instruments

During the years under review, the only financial instruments were cash and cash equivalents and other receivables which were or will be required for the normal operations of the Group.

The Group operates informal treasury policies which include ongoing assessments of interest rate management and borrowing policy.  The Board approves all decisions on treasury policy.

The Company has raised funds to finance future activities through the placing of shares, together with share options and warrants. There are no differences between the book value and fair value of the above financial assets. The risks arising from the Group’s financial instruments are liquidity and interest rate risk. The Directors review and agree policies for managing these risks and they are summarised below:

Liquidity and interest rate risk

The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. This is achieved by the close control by the Directors of the Company in the day to day management of liquid resources. Cash is invested in deposit accounts which provide a modest return on the Group’s resources whilst ensuring there is limited risk of loss to the Group.

Credit Risk

Credit risk arises from cash and cash equivalents. The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. The long term Moody’s credit rating of HSBC Bank Plc is Aa3.



                                    For the year For the year ended 30 June 2017
Loss on ordinary activities   ended 30 June 2018
before tax is stated after

                                               £                               £

Fees payable to the Company’s              5,000                           3,200
Auditor for the audit of the
Group and Company’s annual
financial statements



                           For the year ended 30 June For the year ended 30 June
                                                 2018                       2017

                                                    £                          £

Loss before tax                             (100,176)                  (398,251)

Tax on loss for the year                     (19,033)                   (79,650)
multiplied by the UK
corporation tax rate of
19% (2017: 20%)

Tax losses carried forward                     19,033                     79,650
on which no deferred tax
asset has been recognised

Tax charge for the year                             -                          -

The Group has carried forward excess management expenses and trade losses of approximately £492,000 (2017: £392,000) available to carry forward against future taxable profits. A deferred tax asset of approximately £84,000 (2017: £78,000) has not been recognised because of uncertainty over the timing of future taxable profits against which the losses may be offset.


The calculation of the basic loss per share of 0.32 pence is based on the loss attributable to ordinary shareholders of £100,176 and on the weighted average number of ordinary shares of 31,042,603 in issue during the year.

In accordance with IAS 33, no diluted earnings per share is presented as the effect on the exercise of share options or warrants would be to decrease the loss per share.

Details of share options and warrants that could potentially dilute earnings per share in future periods are set out in Note 10.


The total number of Directors who served in the year was two (2017: two). There are no other employees of the Group.

The following amounts were paid during the year to Directors:


                             2018  2017

                              £     £

Directors Fees and Salaries 39,600  -

                            39,600  -



                                      2018 2017

                                       £    £

Cost at the start and end of the year  10   10

Investments in group undertakings are stated at cost which is the fair value of the consideration paid.

Details of subsidiary undertaking

Details of the subsidiary undertaking at 30 June 2018 are as follows:

Name                       Registered Office          Proportion of ownership
                                                     interest and voting rights

Imperial Minerals (UK)     6th Floor, 60 Gracechurch            100%
Limited – the nature of    Street, London, EC3 0HR
business is to make
investments in the Group’s
chosen business sector.


                                               Group              Company

                                             2018      2017      2018      2017

                                                £         £         £         £


Amounts due from subsidiary undertaking         -         -    97,818    88,418

Provision for impairment                        -         -  (97,818)  (88,418)

                                                -         -         -         -


Loan receivable                           119,468   119,468   119,468   119,468

Provision for impairment to loan        (119,468) (119,468) (119,468) (119,468)

VAT receivable                              4,410     1,352     3,810       752

Prepayments                                 1,725         -     1,725         -

                                            6,135     1,352     5,535       752

The fair value of all current receivables is as stated above.

On 20 December 2014 the Company entered into a loan agreement with Symerton Holdings S.A (“Symerton”) in which the Company lent Symerton US$150,000 (equivalent to £95,417). The loan is unsecured and bears an interest rate of 12% per annum.  The Directors have fully impaired the loan and accrued interest at 30 June 2018 based on expected non-recovery at that date.

The maximum exposure to credit risk at the year end date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security. Except for the above mentioned loan, trade and other receivables are all denominated in £ sterling.


                               Group      Company

                             2018  2017  2018  2017

                                £     £     £     £


Trade payables              2,860 1,158 2,860 1,158

Accruals and other payables 5,000 3,200 5,000 3,200

                            7,860 4,358 7,860 4,358


                                     As at              As at
                                  30 June 2018       30 June 2017

                                 Number      £      Number      £

Allotted and called up:

Ordinary Shares of £0.001 each 31,831,250 31,831  30,745,000 30,745

Deferred Shares of £0.009 each 18,995,000 170,955 18,995,000 170,955

                                          202,786            201,700

The holders of the deferred shares have no right to attend or vote at any general meeting and the shares carry no right to receive any dividend or distribution on winding up.

Share capital and share premium

                                    Group and Company

Issued          Number of shares Ordinary shares  Share premium     Total
                                               £              £         £

At 30 June 2017       30,745,000         201,700        855,658 1,057,358

At 30 June 2018       31,831,250         202,786        876,297 1,079,083

1,000,000 ordinary shares of £0.001 each were issued fully paid during the year at £0.02 per share for cash consideration of £20,000. In addition, 86,250 ordinary shares were issued fully paid at £0.02 per share to satisfy payment of outstanding corporate consulting fees of £1,725.

Equity to be issued

As at 30 June 2018 various creditors to the Company, to the value of £27,265 (2017:Nil),  have agreed to have their obligations satisfied by a future issue of share equity. These shares were not issued as at 30 June 2018. The number of shares to be issued will be determined by reference to the fair value of the share at the time of issue.

Options and warrants on issue

The outstanding share options and warrants as at 30 June 2018 are shown below:

                                        Number Weighted average exercise price

Exercisable as at 30 June 2016       3,000,000                           0.113

Less options expired 15 November   (3,000,000)                           0.113

Add warrants issued 9 December         875,000                            0.04

Add options issued 13 January 2017   5,000,000                            0.04

Exercisable at 30 June 2017          5,875,000                            0.04

Exercisable at 30 June 2018          5,875,000                            0.04


                                 30 June 2018

       Range of       Weighted        Number of       Weighted Weighted average
exercise prices        average options/warrants        average   remaining life
            (£) exercise price                  remaining life      contracted
                           (£)                       expected           (years)

          0.04p          0.04p        5,000,000           3.54             3.54
          0.04p          0.04p          875,000            1.5              1.5


                                 30 June 2017

       Range of       Weighted        Number of       Weighted Weighted average
exercise prices        average options/warrants        average   remaining life
            (£) exercise price                  remaining life      contracted
                           (£)                       expected           (years)

          0.04p          0.04p        5,000,000           4.54             4.54
          0.04p          0.04p          875,000            2.5              2.5


                                                 Group             Company

                                               2018      2017     2018      2017

                                                  £         £        £         £

Reconciliation of loss from operations to
cash flows from operating activities

Loss from operations                      (100,176) (398,251) (97,521) (400,605)

Interest receivable                             (7)       (5)      (7)       (5)

Loss from disposal of available for sale          -   361,777        -   361,777
financial assets

Share based payments                         28,990         -   28,990         -

Share options expense                             -     1,600        -     1,600

Decrease/ (increase) in trade and other     (4,783)     6,251  (4,783)     6,251

(Decrease)/ increase in trade and other       3,502   (5,566)    3,502   (5,566)

Cash flow from operating activities        (72,474)  (34,194) (69,819)  (36,548)


In October 2018, the Company issued a 3 year 10% pa yielding convertible note to the value of £50,000 to raise £50,000 in general working capital. The Company has also announced that it intends to issue up to £300,000 in 10%pa convertible notes for the purposes of raising general working capital.


During the year the Company charged its subsidiary undertaking £12,000 (2017: £12,000) for the provision of advisory services. The amount receivable from the subsidiary undertaking as at 30 June 2018 of £97,818 has been fully impaired (2017: receivable of £88,418 fully impaired).

Details of the directors’ remuneration can be found in Note 6. Key Management Personnel are considered to be the directors.


The Directors believe there to be no ultimate controlling party.