REG-Kryso Resources PLC: Final Results and Notice of AGM
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KRYSO RESOURCES PLC
Final Results for the year ended 31 December 2008
And
Notice of Annual General Meeting
Kryso Resources plc ("Kryso" or the "Company") is pleased to announce its final
results for the year ended 31 December 2008. The results below are extracted
from the Company's audited Annual Report and Financial Statements. Copies of
the Annual Report together with a Notice of Annual General Meeting are being
posted to Shareholders today and will be available on the Company's website at
www.kryso.com and from the Company's registered offices at Unit 3H, Cooper
House, 2 Michael Road, London SW6 2AD.
For further information please contact:
Dr. Trevor Davenport/Craig Brown, Kryso Resources plc.
Tel:020 7371 0600
Roxane Marffy, Ruegg & Co Ltd.
Tel:020 7584 3663
Christian Dennis, Orbis Equity Partners Ltd.
Tel:020 3137 1903
Jason Bahnsen, Fox-Davies Capital Ltd.
Tel:020 7936 5200
Chairman's Statement
Since my half-yearly report to shareholders on 31 July 2008, the world has
entered an almost unprecedented period of financial turmoil from which Kryso
Resources Plc (`Kryso') has not been immune. Faced with a deteriorating
financial climate, during the second half of 2008 Kryso was forced to scale
back its activities while discussions took place with various potential sources
of financing.
In February 2009, Kryso reached an agreement with Vertex Mining International
(Cyprus) Limited (`Vertex'), an affiliate of private Russian mining company
Vertex Mining CJSC, that Vertex would subscribe for £2.56m worth of new
ordinary shares in Kryso. However, the subscription did not take place by the
anticipated completion date of 15 May 2009 and on 28 May 2009 it was announced
that the board of Kryso had decided to discontinue discussions with Vertex and
that the subscription agreement with Vertex had lapsed. Initial financing of £
500,000 was provided to Kryso by Vertex by means of a mandatorily convertible
bond, which has now converted into a total of 9,090,909 ordinary shares.
Following the lapse of the Vertex subscription agreement, an Equity Placing
Agreement (`EPA') to raise gross proceeds of up to £1.5 million with minimum
gross proceeds of £500,000 was entered into between Kryso and its co-broker
Orbis Equity Partners Limited (`Orbis'). Under the EPA, new ordinary shares
subscribed for are priced at 5p per share, and warrants exercisable at 8p per
share are granted to subscribers on the basis of one warrant for each new
ordinary share subscribed for.
The EPA entailed the immediate issue of £250,000 worth of new ordinary shares
in Kryso and the issue (subject to shareholder approval) of a further £250,000
worth of new ordinary shares in two subsequent tranches of £125,000 each, with
the first tranche of £125,000 worth of new ordinary shares to be issued one
month after the initial issue and the second tranche to be issued two months
after the initial issue. Subject to agreement between Kryso and Orbis and to
shareholder approval, up to an additional £1 million worth of new ordinary
shares may be issued on the same terms.
It has also been agreed that the loan of £500,000 made to Kryso in April 2008
by Great Basin Gold Limited (`Great Basin'), plus interest due up to 31 May
2009 of £36,169.47, will convert into new ordinary shares in Kryso at 5p per
share. Great Basin will be issued with warrants exercisable at 8p per share on
the basis of one warrant for each new ordinary share issued pursuant to the
loan conversion.
Thanks to the EPA with Orbis, Kryso has the necessary funding to continue with
the bankable feasibility study for the Pakrut gold project, the completion of
which is expected during 2009. Nevertheless, Kryso is taking steps to reduce
its overheads in order that as much funding as possible is made available for
the development of its assets in Tajikistan. Following the resignation of
Vassilios Carellas from the position of Managing Director for personal reasons,
I have assumed the role of acting Managing Director of Kryso until such time as
a replacement for him is selected. The board has also appointed a new
Non-Executive Director, Gennady Tolmachev. Gennady is a mining engineer with
many years of experience in the development of significant gold deposits, and
will be of great assistance to Kryso as it works to bring the Pakrut gold
project into production.
On the operational side, I am very pleased to report that in August 2008,
GeoLogix Mineral Resource Consultants (Pty) Ltd. (`GeoLogix') completed an
updated JORC Code compliant resource estimate for the main deposit at Pakrut.
The updated GeoLogix estimate, which incorporated new drilling data,
represented approximately a 65% increase in ounces of gold on the estimate that
was prepared by GeoLogix in November 2007.
Assuming a cut-off grade of 0.5 g/t, total JORC Code-compliant resources within
the main Pakrut deposit now stand at 1,739,029 oz Au at an average grade of
2.53g/t. Of this resource, 67% is in the Measured and Indicated categories.
In December 2008, the State Committee for Reserves (GKZ) of the Republic of
Tajikistan approved the reserves and resources of the Pakrut gold deposit.
Using a 0.5g/t cut-off grade, the approved C1+C2+P1 gold resource is
2,055,047oz at an average grade of 2.44g/t, which includes an approved C1+C2
reserve of 1,257,454oz at an average grade of 2.62g/t. Tajikistan uses the
Russian classification system for reserves and resources, which differs from
the JORC Code. The Russian C1, C2 and P1 categories can respectively be
considered to be broadly similar to the JORC measured, indicated and inferred
resource categories.
In April 2008 the Tajik State Committee for Geology accepted the resources of
the Pakrut gold deposit. Kryso then completed a local feasibility study for
Pakrut, which was required for the approval of the C1 and C2 reserves by the
State Committee for Reserves. The local feasibility study included a mining
plan, proposed mining method, plant design and both capital and operating costs
for the project, and was prepared by independent consultants in conjunction
with Kryso's own personnel.
Kryso has commenced its 2009 drilling programme at Pakrut using two diamond
drill rigs. A further diamond rig and an RC (reverse circulation) rig will
shortly become operational. Drilling at Pakrut is presently focused on the
definition of further resources at depth within Ore Zone 1. Drilling will also
target areas to the east and north of the Pakrut deposit, as well as an
identified but essentially unexplored ore zone known as Ore Zone 6.
Mineralization from Ore Zone 6 was intersected over approximately 30m by the
first two holes drilled at Pakrut during 2009. No drilling has previously been
carried out on Ore Zone 6, nor has it been incorporated into either the JORC or
Russian resource estimates for the Pakrut deposit.
The incorporation into the Pakrut resource model of the results of the current
programme of drilling is likely to enable an increased JORC Code-compliant
resource to be estimated later in the year. Assays of samples from ongoing
drilling at Pakrut and also from drilling carried out at the project during the
second half of 2008 will be reported as they become available from the SGS
Lakefield assay laboratory in South Africa.
A bankable feasibility study for the Pakrut project based on a mining operation
producing more than 100,000oz Au per annum is targeted for completion during
2009. An internal pre-feasibility study was completed in early 2008, with
highly positive results. Estimated cash costs of production under the
pre-feasibility study were US$291/oz Au.
At Kryso's Hukas nickel-copper project, a 1,500m exploration drilling programme
has commenced, based on the results of the geophysical survey that was carried
out in 2007.
In comparison with the year to 31 December 2007, during the year to 31 December
2008 the amount spent by Kryso on development work and capitalised increased by
US$1,166,000 to US$3,771,000; administration expenditure decreased by US$13,000
to US$980,000; and Kryso's overall loss increased from US$870,000 to
US$1,043,000, owing to a foreign exchange loss of US$105,000 being incurred as
opposed to a gain of US$52,000 being made during the year to 31 December 2007.
Trevor Davenport
Non-Executive Chairman
KRYSO RESOURCES PLC
Consolidated Income Statement - Year ended 31 December 2008
2008 2007
US$000 US$000
Turnover - -
Cost of sales - -
Gross Profit -
Administrative expenses (980) (993)
(Loss)/profit on foreign exchange (105) 52
Operating Loss (1,085) (941)
Interest receivable 42 71
Loss on Ordinary Activities before
Taxation (1,043) (870)
Tax on loss on ordinary activities - -
Loss on Ordinary Activities after
Taxation attributable
to equity holders of the Company (1,043) (870)
Basic and Diluted Loss per Share from
continuing operations attributable to
equity holders of the Company
(expressed in US$ per share) $(0.0125) $(0.0125)
All of the activities of the Group are classed as continuing.
The Group has no recognised gains or losses other than the results for the
years as set out above.
KRYSO RESOURCES PLC
Consolidated Balance Sheet - As at 31 December 2008
2008 2007
US$000 US$000
Non-current assets
Intangible assets 13,893 10,122
Tangible assets 170 462
14,063 10,584
Current assets
Inventories 452 621
Debtors 78 327
Cash and cash equivalents 453 1,586
983 2,534
Current liabilities
Trade and other payables (820) (280)
Borrowings (724) -
(1,544) (280)
Net Current (Liabilities)/ (561) 2,254
Assets
Total Assets less Current
Liabilities 13,502 12,838
Equity and reserves
attributable to
equity holders of the
Company
Called-up share capital 1,680 1,481
Share premium account 14,529 13,033
Retained earnings (2,707) (1,676)
Total Equity 13,502 12,838
KRYSO RESOURCES PLC
Consolidated Statement of Changes in Equity - Year ended 31 December 2008
Share Share Retained
capital premium earnings Total
US$'000 US$'000 US$'000 US$'000
Balance at 1 January
2007 1,227 10,554 (828) 10,953
Recognised income and - - (870) (870)
expenses
Share based payments - - 22 22
Issue of ordinary 254 2,673 - 2,927
shares
Costs of share issue - (194) - (194)
Balance at 31 December
2007 1,481 13,033 (1,676) 12,838
Recognised income and - - (1,043) (1,043)
expenses
Share based payments - - 12 12
Issue of ordinary 199 1,585 - 1,784
shares
Costs of share issue - (89) - (89)
Balance at 31 December
2008 1,680 14,529 (2,707) 13,502
KRYSO RESOURCES PLC
Consolidated Cash Flow Statement - Year ended 31 December 2008
2008 2007
US$000 US$000
Net Cash Outflow from Operating Activities (100) (1,213)
Cash flows from Investing Activities
Payments to acquire intangible fixed assets (3,486) (2,187)
Payments to acquire tangible fixed assets (8) (311)
Interest received 42 71
Net Cash Outflow from Investing Activities (3,452) (2,427)
Cash flows from Financing Activities
Issue of equity share capital (net of 1,695 2,733
issue costs)
Proceeds from borrowings 724 -
Net Cash generated from Financing 2,419 2,733
Activities
Net Decrease in Cash and cash equivalents (1,133) (907)
Cash and cash equivalents 1,586 2,493
at beginning of the year
Cash and cash equivalents
at end of the year 453 1,586
Notes to the Consolidated Cash Flow Statement - Year ended 31 December 2008
2008 2007
US$000 US$000
Reconciliation of Operating Loss to Net
Cash Outflow from Operating Activities
Operating loss (1,085) (941)
Depreciation 15 32
Share based payments 12 22
Decrease/(Increase) in inventories 169 (397)
Decrease/(Increase) in debtors 249 (91)
Increase in trade and other payables 540 162
Net Cash Outflow from Operating Activities (100) (1,213)
KRYSO RESOURCES PLC
Accounting Policies
Basis of Accounting
These Financial Statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the European Union, IFRIC
interpretations and those parts of the Companies Act 1985 applicable to
companies reporting under IFRS. The Financial Statements have been prepared
under the historical cost convention as modified by goodwill and share based
payments which are stated at fair value.
The preparation of Financial Statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the Financial
Statements and the reported amounts of revenues and expenses during the
reporting period. Although these estimates are based on management's best
knowledge of the amount, event or actions, actual results ultimately may differ
from those estimates.
The functional currency of the Company and Group is US dollars and accordingly
the amounts in the Financial Statements are denominated in that currency. The
Balance Sheet rates of exchange for the US dollar to UK Sterling were $1.4479
to £1.
Basis of Consolidation
The consolidated Financial Statements incorporate the Financial Statements of
the Company and all Group undertakings. These are adjusted, where appropriate,
to conform to Group accounting policies. Acquisitions are accounted for under
the acquisition method and goodwill on consolidation is capitalised. The
results of companies acquired or disposed of are included in the Group income
statement after or up to the date that control passes respectively. As a
consolidated Group income statement is published, a separate income statement
for the parent company is omitted from the Group Financial Statements by virtue
of section 230 of the Companies Act 1985. All significant intercompany
transactions and balances between group undertakings are eliminated on
consolidation.
Going Concern
As described in the Chairman's Statement on pages 3 and 4, the Group's
agreement with Vertex to subscribe for new shares worth £2.56 million lapsed on
27 May 2009. Vertex had already provided the Group with initial financing of £
500,000 at the equivalent of 5.5p per share through a mandatorily convertible
loan. The Company has also reached agreement with Great Basin Gold Limited
("GBG") in respect of a loan provided to the Company of £500,000 ("GBG Loan").
The GBG Loan will automatically convert into new ordinary shares of the Company
at a subscription price of 5p per new ordinary share upon the Company
completing subscriptions for equity or other securities with a total aggregate
subscription price of £500 or more during the period from 1 June 2009 to 31
August 2009.
On 2 June 2009 the Company entered into a conditional placing agreement with
Orbis in respect of up to 30 million new Ordinary Shares of the Company at a
placing price of 5p per ordinary share. The placing, if fully subscribed, will
raise £1.5 million before costs. The net proceeds of the Orbis placing
and the funds received from Vertex will fund the completion of the bankable
feasibility study, fund the Company's ongoing AIM compliance costs and fund
other working capital requirements of the Company and Group.
The completion of the bankable feasibility study will enable the Group to enter
into discussions to secure funding to progress the Pakrut gold project into an
open pit and underground mining operation. It is likely that these discussions
will not be completed for some time and there is no guarantee that the Group
will be able to secure sufficient levels of funding on acceptable terms.
The Group's forecasts and projections, taking into account the proceeds of the
Equity Placing Agreement with Orbis if fully subscribed and Vertex's
mandatorily convertible loan, show that the Group and the Company have adequate
resources to continue in operational existence for the foreseeable future. For
these reasons, the Directors continue to adopt the going concern basis in
preparing the financial statements.
Kryso Resources plc
Notice of Annual General Meeting
NOTICE IS HEREBY given that the fifth annual general meeting of the Company
will be held at Speechly Bircham LLP, 6 New Street Square, London, EC4A 3LX on
Friday, 3 July 2009 at 11.00 am for the following purposes:
Ordinary Business
To consider and, if thought fit, to pass the following resolutions which will
be proposed as ordinary resolutions:
1. To receive and adopt the Company's annual accounts for the financial year
ended 31 December 2008 together with the last directors' report and
auditors' report on those accounts.
2. To reappoint Andrew Malim who retires by rotation.
3. To reappoint Gennady Tolmachev who retires by rotation.
4. To reappoint Littlejohn LLP as auditors, to hold office from the conclusion
of the meeting to the conclusion of the next meeting at which the accounts
are laid before the Company, at a remuneration to be determined by the
directors.
Special Business
To consider and, if thought fit, to pass the following resolutions of which
resolution 5 will be proposed as an ordinary resolution and resolutions 6 and 7
will be proposed as special resolutions.
5. THAT the directors be and they are generally and unconditionally authorised
for the purposes of section 80 of the Companies Act 1985 (the "Act") to
exercise all the powers of the Company to allot relevant securities (within
the meaning of that section) up to an aggregate nominal amount of £
1,500,000 provided that this authority is for a period expiring at the
Company's next Annual General Meeting but the Company may before such
expiry make an offer or agreement which would or might require relevant
securities to be allotted after such expiry and the directors may allot
relevant securities in pursuance of such offer or agreement notwithstanding
that the authority conferred by this resolution has expired. This authority
is in substitution for all subsisting authorities, to the extent unused.
6. THAT subject to the passing of resolution 5 the directors be and they are
empowered pursuant to section 95 of the Act to allot equity securities
(within the meaning of section 94(2) of the Act) wholly for cash pursuant
to the authority conferred by the previous resolution as if section 89(1)
of the Act did not apply to any such allotment, provided that this power
shall be limited to the allotment of equity securities:
a. in connection with an offer of such securities by way of rights to holders
of ordinary shares in proportion (as nearly as may be practicable) to their
respective holdings of such shares, but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient in relation
to fractional entitlements or any legal or practical problems under the
laws of any territory, or the requirements of any regulatory body or stock
exchange;
b. in connection with the issue of any shares pursuant to the exercise of any
options granted under the Company's unapproved employee share option
scheme, adopted by the board of the Company on 24 November 2004 (as amended
or replaced from time to time) (the "Share Option Scheme"); and
c. otherwise than pursuant to sub-paragraphs (a) and (b) above to an aggregate
nominal amount of £1,000,000.
and shall expire on the conclusion of the next Annual General Meeting of the
Company after the passing of this resolution save that the Company may, before
such expiry make an offer or agreement which would or might require equity
securities to be allotted after such expiry and the directors may allot equity
securities in pursuance of any such offer or agreement notwithstanding that the
power conferred by this resolution has expired.
7. THAT new articles of association in the form annexed hereto and initialled
by the Chairman for the purposes of identification be and are hereby
adopted in substitution for and to the exclusion of the existing articles
of association of the Company.
By order of the Board
Craig Brown
Secretary
Dated 9 June 2009
Registered Office:
Unit 3H, Cooper House
2 Michael Road
London SW6 2AD
Notes:
1. A member who is entitled to attend and vote at the meeting may appoint one
or more proxies to exercise all or any of his rights to attend, speak and
vote on his behalf at the meeting. A proxy need not be a member of the
Company. A member may appoint more than one proxy in relation to the
meeting provided that each proxy is appointed to exercise the rights
attached to a different share or shares held by that member.
2. To be valid, a form of proxy for use at the meeting, together with the
power of attorney or other authority (if any) under which it is signed, or
a notarially certified copy of such power or authority, must be deposited
in hard copy form by post or courier or by hand at the Company's
registrars, Neville Registrars Limited, Neville House, 18 Laurel Lane,
Halesowen, West Midlands B63 3DA at least 48 hours before the time for
holding the meeting.
3. Completion and return of a form of proxy will not preclude a shareholder
from attending and voting at the meeting in person if he subsequently
decides to do so.
4. The following principles shall apply in relation to the appointment of
multiple proxies:
a. the Company will give effect to the intentions of members and include votes
wherever and to the fullest extent possible;
b. where a proxy does not state the number of shares to which it applies (a "blank
proxy") then, subject to the following principles where more than one proxy is
appointed, that proxy is deemed to have been appointed in relation to the total
number of shares registered in the name of the appointing member (the "member's
entire holding"). In the event of a conflict between a blank proxy and a proxy
which does state the number of shares to which it applies (a "specific proxy"),
the specific proxy shall be counted first, regardless of the time it was sent
or received (on the basis that as far as possible, the conflicting forms of
proxy should be judged to be in respect of different shares) and remaining
shares will be apportioned to the blank proxy (pro rata if there is more than
one);
c. where there is more than one proxy appointed and the total number of shares
in respect of which proxies are appointed is no greater than the member's
entire holding, it is assumed that proxies are appointed in relation to
different shares, rather than that conflicting appointments have been made
in relation to the same shares. That is, there is only assumed to be a
conflict where the aggregate number of shares in respect of which proxies
have been appointed exceeds the member's entire holding;
d. when considering conflicting proxies, later proxies will prevail over
earlier proxies, and which proxy is later will be determined on the basis
of which proxy is last sent (or, if the Company is unable to determine
which is last sent, last received). Proxies in the same envelope will be
treated as sent and received at the same time, to minimise the number of
conflicting proxies;
e. if conflicting proxies are sent or received at the same time in respect of
(or deemed to be in respect of) an entire holding, none of them shall be
treated as valid;
f. where the aggregate number of shares in respect of which proxies are
appointed exceeds a member's entire holding and it is not possible to
determine the order in which they were sent or received (or they were all
sent or received at the same time), the number of votes attributed to each
proxy will be reduced pro rata;
g. where the application of paragraph (f) above gives rise to fractions of
shares, such fractions will be rounded down;
h. if a member appoints a proxy or proxies and then decides to attend the
meeting in person and vote, on a poll, using his poll card, then the vote
in person will override the proxy vote(s). If the vote in person is in
respect of the member's entire holding then all proxy votes will be
disregarded. If, however, the member votes at the meeting in respect of
less than the member's entire holding, then if the member indicates on his
polling card that all proxies are to be disregarded, that shall be the
case; but if the member does not specifically revoke proxies, then the vote
in person will be treated in the same way as if it were the last received
proxy and earlier proxies will only be disregarded to the extent that to
count them would result in the number of votes being cast exceeding the
member's entire holding; and
i. in relation to paragraph (h) above, in the event that a member does not
specifically revoke proxies, it will not be possible for the Company to
determine the intentions of the member in this regard. However, in light of
the aim to include votes wherever and to the fullest extent possible, it
will be assumed that earlier proxies should continue to apply to the
fullest extent possible.
5. In accordance with Regulation 41 of the Uncertificated Securities
Regulations 2001, only those members entered on the Company's register of
members not later than 11:00 am on 1 July 2009 or, if the meeting is
adjourned, shareholders entered on the Company's register of members not
later than 48 hours before the time fixed for the adjourned meeting shall
be entitled to attend and vote at the meeting.
END
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