REG-Kryso Resources PLC: Final Results and Notice of AGM

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Wed Jun 10, 2009 6:27am EDT

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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