European Nickel PLC - Unaudited Interim Results for the period ended 31 March 2010

(AIM, PLUS: ENK) is pleased to report its unaudited interim results for the six
months ended 31 March 2010.
Highlights:
* Shareholder and First Court Approval received for merger with Rusina Mining
NL ("Rusina")
* Restructuring of Board and senior executive management
* Western bank finance mandate signed for Çalda? Project
* Expiry of Jiangxi Rare Earth and Rare Metals Tungsten Group Company Limited
("JXTC") option for equity participation in Çalda? and product offtake
* Withdrawal and pending re-issue of Forestry Permit
* Losses reduced from 2.8 cents per share to 1.4 cents per share
Simon Purkiss, MD of the Company commented: "The recent recovery of the
financial markets has been sufficient to re-open the opportunity of western bank
financing for our Çalda? project. The signing of a mandate letter with two well
respected banks, Société Générale and UniCredit, coupled with the expected
completion of the merger with Rusina next week and the closing of the placing a
week later should enable us to complete the Çalda? project financing by the end
of the year.
In the meantime the new Mining Law is being debated in the Turkish parliament at
this moment and once it becomes law we expect to progress the re-issuance of our
forestry permit."
The Chairman's Statement and the interim financial statements are set out below.
The report may be viewed on the Company's website www.enickel.co.uk shortly and
will be posted to shareholders in due course.
Contacts:
Simon Purkiss/Andrew Lindsay, European Nickel 020 7290 3130
Andrew Chubb/Tarica Mpinga, Canaccord Genuity Limited 020 7050 6500
Alex Buck, BuckBias 07932 740 452
Chairman's Statement
Dear Shareholder
I am pleased to be able to report progress on a number of fronts, since my last
report to you, in advancing the Company towards its goal of becoming an
intermediate sized nickel producer.
Firstly, our proposed merger, by a scheme of arrangement, with Rusina, our joint
venture partner in the Philippines, was overwhelmingly approved by Rusina's
shareholders on 2 June 2010 with in excess of 99.5% of votes being cast in
favour of the proposal. Consequently the scheme is due to be placed before an
Australian court for approval on 14 June 2010, following which we anticipate the
completion of Scheme of Arrangement on 15 June 2010 and the issue of the new
shares to Rusina's shareholders for admission to trading on 29 June 2010.
On completion of the merger, the senior management changes already announced
will come into effect with Mr Robert Gregory, the current CEO of Rusina,
becoming Managing Director of European Nickel and Mr Mark Hanlon the CFO of
Rusina taking over from Mr Andrew Lindsay as Finance Director. Mr Simon Purkiss
will become Executive Deputy Chairman. Mr Andrew Lindsay, Sir David Logan and
Mr Euan Worthington will step down from the board. The Company anticipates the
appointment of an additional independent non executive director shortly
thereafter.
Following the completion of the merger, the second tranche of the placement and
the previously announced share consolidation will be completed. The Company
will receive approximately £6.7 million (US$9.7 million) of additional funds and
it is anticipated that this, combined with Rusina's cash resources of US$1.6
million, will provide the Company with sufficient working capital to complete
the project financing of the Çalda? project and recommence work on the
feasibility study at Acoje.
Meanwhile, discussions with western banks have been significantly progressed
with the signing of a joint mandate letter with Société Générale and UniCredit
Bank AG, who will act as Initial Mandated Lead Arrangers for the Çalda? project
financing, targeting completion of the debt funding by the end of the year.
The Company has successfully contained its administrative and other operating
costs during the period, achieving a reduction of 18% relative to the comparable
period last year. The loss for the period has been reduced by US$3.8 million to
US$6.9 million and the Company is currently in the process of completing a
recapitalisation.
The option granted to JXTC to take a 20% equity participation in the Çalda?
project for an investment of US$20 million and to purchase 100% of the project's
product was allowed to lapse given the progress made on obtaining Western bank
finance. Progress on completing detailed agreements had been slow and it was
therefore decided to focus on Western bank finance. Furthermore, the board
considered that the sale of a stake in Çalda? at such a discount to the
project's net present value of US$285 million[1] was no longer appropriate and
we believe better terms for an equity investment by a third party can be
obtained. The possibility of Chinese bank participation in the financing
consortium remains open however, as does the sale of Çalda?'s product to JXTC,
although we are negotiating with other parties as well.
In late May we were advised that due to technical legal conflicts between the
Turkish Mining Law and the Forestry Law (under which the Çalda? Forestry Permit
was granted) the grant of a number of Forestry Permits to mining companies were
ruled unconstitutional by the Turkish Courts and our existing Forestry Permit
was withdrawn. An amended Mining Law to rectify this situation has been drafted
and placed before the Turkish Parliament for ratification. We have been advised
that once the Mining Law has been approved, the Permits will be re-issued.
Meanwhile the Forestry Permit annual lease payment does not now fall due.
While there continue to be challenges to our permits from a small section of the
local community at Çalda? and we continue to defend these cases together with
the relevant Ministry (the court challenges are against the Ministries not
against the Company), we continue to enjoy a wide base of support from the
local, regional and national government and from the majority of the local
community.
The Company and BHP Billiton have patents covering the heap leaching of nickel
laterites and these patents have been challenged by Minara Resources Limited. A
European court has ruled that the Company's patent while innovative, was not
novel. However, the Company is appealing this decision. While we believe this
patent strengthens the Company's competitive position, we do not believe it is
critical to the Company's business and the Company remains in a position to
continue to use its heap leach technology.
Once again, I want to convey my appreciation of the efforts of our employees,
the forbearance of our partners and the loyal support of our shareholders in our
continued efforts to bring the Çalda? project to fruition. Special thanks are
due to Andrew Lindsay, Sir David Logan and Euan Worthington for their dedicated
efforts on behalf of the Company in these difficult times. Their participation
in the completion of the merger, the refinancing of the Company and the real
solid progress on debt financing the Company has put us in a much stronger
position to achieve our goal of becoming a mid-tier nickel producer.
David Whitehead
Chairman
10 June 2010
[1] At a discount rate of 10% and a nickel price of US$6.00/lb.
Consolidated income statement
for the period ended 31 March 2010
6 month 6 month
period ended period ended Year ended
31 March 31 March 30 September
Note 2010 2009 2009
Unaudited Unaudited Audited
US$000 US$000 US$000
Revenue - - -
Cost of sales - - -
Gross profit - - -
Administrative expenses (3,804) (3,694) (9,215)
Other operating costs (1,470) (2,747) (2,585)
Other operating income - 26 123
Operating loss (5,274) (6,415) (11,677)
Other interest receivable and 3 4 165 82
similar income
Interest payable and similar 4 (1,329) (3,112) (1,288)
charges
Share of results of associates (286) (1,281) (1,486)
and joint ventures
Loss before tax (6,885) (10,643) (14,369)
Tax - (4) -
Loss for the period (6,885) (10,647) (14,369)
Loss per share (basic and 5 ($0.014) ($0.028) ($0.034)
diluted)
Consolidated statement of comprehensive income
for the period ended 31 March 2010
6 month 6 month Year
period ended period ended ended
31 March 31 March 30 September
2010 2009 2009
Unaudited Unaudited Audited
US$000 US$000 US$000
Loss for the period (6,885) (10,647) (14,369)
Other comprehensive
income/(expense):
Exchange differences 22 6 197
arising on
translation of
foreign operations
Gain/(loss) on 33 (379) 173
available for sale
investments
Loss on disposal of (7,059) - (5,755)
investment in
associate
Total comprehensive (13,889) (11,020) (19,754)
expense for the
period
Consolidated statement of financial position
for the period ended 31 March 2010
6 month 6 month Year
period ended period ended ended
31 March 31 March 30 September
2010 2009 2009
Unaudited Unaudited Audited
Note US$000 US$000 US$000
Non-current
assets
Goodwill 1,096 1,096 1,096
Intangible 2,499 2,794 2,641
assets
Property, plant 6 78,236 75,628 78,553
and equipment
Investments 7 43,699 50,346 50,169
accounted for
using the equity
method
Advance payments - 2,278 -
for investments
Available for 898 314 865
sale investments
126,428 132,456 133,324
Current assets
Inventories 96 102 102
Trade and other 8 15,782 14,038 16,549
receivables
Cash and cash 1,209 1,330 1,530
equivalents
17,087 15,470 18,181
Total assets 143,515 147,926 151,505
Current
liabilities
Interest-bearing - - (3,922)
loans
Trade and other (3,539) (1,538) (3,073)
payables
(3,539) (1,538) (6,995)
Net current 13,548 13,932 11,186
assets
Non-current
liabilities
Provisions (2,400) (2,400) (2,400)
Total (5,939) (3,938) (9,395)
liabilities
Net assets 137,576 143,988 142,110
Equity
Called up share 9,820 7,216 8,480
capital
Share premium 214,228 202,851 207,496
account
Merger reserve 776 776 776
Translation (333) (546) (355)
reserve
Fair value (1,245) (1,830) (1,278)
reserve
Accumulated (85,670) (64,479) (73,009)
losses
Total equity 137,576 143,988 142,110
Consolidated cash flow statement
for the period ended 31 March 2010
6 month 6 month Year
period ended period ended
31 March 31 March ended
30 September
2010 2009 2009
Unaudited Unaudited Audited
US $000 US $000 US $000
Net cash used in (2,922) (5,539) (7,211)
operating activities
Interest and similar 4 165 82
income received
Interest and similar (223) (145) (180)
charges paid
Purchase of (209) (387) (3,937)
property, plant and
equipment
Purchase of - (11) (13)
intangible fixed
assets
Purchase of (1,542) - (4,861)
investments in joint
ventures
Advance payments for - (680) -
investments
Loans to associates - (280) (221)
Proceeds from sale 958 - -
of shares in
associate
Net cash used in (1,012) (1,338) (9,130)
investing activities
Issue of ordinary 7,912 - 5,909
share capital
Net repayment of (4,000) - 4,000
interest-bearing
loan
Net cash from 3,912 - 9,909
financing activities
Net decrease in cash (22) (6,877) (6,432)
and cash equivalents
Cash and cash 1,530 8,791 8,791
equivalents at
beginning of period
Effect of foreign (299) (584) (829)
currency rate
changes
Cash and cash 1,209 1,330 1,530
equivalents at the
end of the period
Consolidated statement of changes in equity
for the period ended 31 March 2010
Called
up Share
Fair
share premium Merger Translation value Accumulated Total
capital account reserve reserve reserve losses Equity
US$000 US$000 US$000 US$000 US$000 US$000 US$000
--------------------------------------------------------------------------------
As at 30
September
2008 7,216 202,851 776 (552) (1,451) (54,268) 154,572
--------------------------------------------------------------------------------
Loss for the
period - - - - - (10,647) (10,647)
Exchange
differences - - - 6 - - 6
Change in the
fair value of
available for
sale
financial
assets - - - - (379) - (379)
--------------------------------------------------------------------------------
Total
comprehensive
income for
the period - - - 6 (379) (10,647) (11,020)
--------------------------------------------------------------------------------
Issue of
shares - - - - - - -
Expenses
incurred
issuing
shares - - - - - - -
Share-based
payments - - - - - 436 436
--------------------------------------------------------------------------------
As at 31
March 2009 7,216 202,851 776 (546) (1,830) (64,479) 143,988
--------------------------------------------------------------------------------
Loss for the
period - - - - - (3,722) (3,722)
Exchange
differences - - - 191 - - 191
Loss on
deemed
disposal - - - - - (5,755) (5,755)
Change in the
fair value of
available for
sale
financial
assets - - - - 552 - 552
--------------------------------------------------------------------------------
Total
comprehensive
income for
the period - - - 191 552 (9,477) (8,734)
--------------------------------------------------------------------------------
Issue of
shares 1,264 5,026 - - - - 6,290
Expenses
incurred
issuing
shares - (381) - - - - (381)
Share-based
payments - - - - - 947 947
--------------------------------------------------------------------------------
As at 30
September
2009 8,480 207,496 776 (355) (1,278) (73,009) 142,110
--------------------------------------------------------------------------------
Loss for the
period - - - - - (6,885) (6,885)
Exchange
differences - - - 22 - - 22
Loss on
deemed
disposal - - - - - (7,059) (7,059)
Change in the
fair value of
available for
sale
financial
assets - - - - 33 - 33
--------------------------------------------------------------------------------
Total
comprehensive
income for
the period - - - 22 33 (13,944) (13,889)
--------------------------------------------------------------------------------
Issue of
shares 1,340 7,182 - - - - 8,522
Expenses
incurred
issuing
shares - (450) - - - - (450)
Share-based
payments - - - - - 1,283 1,283
--------------------------------------------------------------------------------
As at 31
March 2010 9,820 214,228 776 (333) (1,245) (85,670) 137,576
--------------------------------------------------------------------------------
Notes
1. Basis of preparation
The interim financial statements have been prepared in accordance with the
recognition and measurement requirements of International Financial Reporting
Standards (IFRS) as adopted in the European Union (EU) and on the basis of the
accounting policies used in preparing the Group's financial statements for the
year ending 30 September 2009.
Going concern and availability of project finance
The Group incurred losses of US$6.89 million in the period and at the period end
had cash balances of US$1.21 million and refundable deposits of US$5.85
million. In common with many exploration and development companies the Group
raises equity funds in discrete tranches in order to fund its activities. On 2
February 2010 the Company announced the placing of 172.4 million ordinary shares
of which the first tranche of 76.3 million were issued on 8 February raising
gross proceeds of US$8.6 million. Also on 2 February the Company announced that
a Merger Implementation Agreement had been signed with Rusina Mining NL with the
second tranche of the placing being conditional on the merger completing. The
merger has been approved by Rusina's shareholders and is due to complete before
the end of June. The second tranche of the placing is therefore not accounted
for in the period. The Board has reviewed the forecast working capital
requirements of the Group for the period to 30 June 2011 and believe that with
this additional funding and Rusina's cash resources of US$1.6 million, the Group
will have sufficient financial resources for going concern purposes. The Board
has therefore concluded that it is appropriate to prepare the interim financial
statements on a going concern basis.
On 26 May 2010 the Company announced that Société Générale and UniCredit Bank AG
had been appointed as the Initial Mandated Lead Arrangers for the debt funding
of the Çalda? project. Subject to some conditions precedent the Board
anticipates completion of the debt financing by the end of 2010. However, if the
financing is not completed in time there can be no certainty that alternative
sources of funding will be available which would adversely affect the ability to
progress the Çalda? project such that it could lead to an impairment of the
Group's Çalda? related assets.
2. The directors do not propose an interim dividend.
3. Interest receivable and similar income:-
31 March 31 March 30 September
2010 2009 2009
Unaudited Unaudited Audited
US$000 US$000 US$000
Bank interest receivable 4 165 82
Net exchange gains - - -
4 165 82
4. Interest payable and similar charges
31 March 31 March 30 September
2010 2009 2009
Unaudited Unaudited Audited
US$000 US$000 US$000
Interest payable 996 145 459
Net exchange losses 333 2,967 829
1,329 3,112 1,288
A total of US$773,000 of the interest payable relates to non-cash share based
payments in connection with the loan from Endeavour Financial Corporation repaid
in full on 8 February 2010.
5. The calculation of loss per share is based on a loss of US$6,885,000 (six
months to 31 March 2009 - loss US$10,647,000) (year to 30 September 2009 - loss
US$14,369,000) and on 492,416,084 (six months to 31 March 2009 - 384,727,857)
(year to 30 September 2009 - 425,725,117) ordinary shares, being the weighted
average number of shares in issue during the period. Outstanding options have
no dilutive effect in the period or for the six months to 31 March 2009 and the
year to 30 September 2009.
6. Property, plant and equipment includes "Assets under construction"
amounting to US$76,236,000 (six months to 31 March 2009 - US$72,982,000) (year
to 30 September 2009 - US$76,183,000), which relates to expenditure on the
Çalda? project and which is not yet being depreciated.
7. Investments in associates relate predominantly to the 7.7% shareholding in
Toledo Mining Corporation (Toledo) and the 18.7% shareholding in Berong Nickel
Corporation. On 11 January 2010 the Company sold 2.5 million shares in Toledo
reducing its stake from 13.7%. The loss on disposal was US$7.05 million
recorded in equity.
8. Trade and other receivables:-
31 March 31 March 30 September
2010 2009 2009
Unaudited Unaudited Audited
US$000 US$000 US$000
Trade receivables - - -
Other receivables 8,505 6,883 9,118
Refundable deposits 5,845 5,845 5,845
Prepayments and accrued income 1,432 1,309 1,586
15,782 14,037 16,549
Other receivables includes an amount of US$7,519,000 (31 March 2009 -
US$6,199,000) (30 September 2009 - US$7,719,000) recoverable in over one year.
This represents input VAT incurred in Turkey which will in due course be
recovered against taxable sales in that country.
The refundable deposits are advance payments for equipment for the Çalda?
project that may be recalled under a bank guarantee.
9. The results for the six months ended 31 March 2010 and 31 March 2009 are
unaudited and do not constitute statutory accounts within the meaning of Section
435 of the Companies Act 2006. The statutory accounts for the year ended 30
September 2009 have been delivered to the Registrar of Companies. The audit
report was unqualified and included an emphasis of matter relating to going
concern, the availability of project finance and the assumptions adopted for the
Berong impairment review.
CORPORATE INFORMATION
Auditors
PKF (UK) LLP
Directors Farringdon Place
David Whitehead (Non-Executive Chairman) 20 Farringdon Road
Simon Purkiss (Managing Director) London EC1M 3AP
Andrew Lindsay (Finance Director)
Sir David Logan (Non-Executive Director) Nominat ed adviser and broker
Paul Lush (Non-Executive Director) Canaccord Genuity Limited
Euan Worthington (Non-Executive Cardinal Place
Director)
7th Floor
Senior Management 80 Victoria Street
Cevat Er London SW1E 5JL
Country Manager, Turkey
Mike Oxley Solicitors
Business Development Manager Fasken Martineau LLP
17 Hanover Square
Company Secretary London W1S 1HU
Robert McLearon
Bankers
Registered office Barclays Bank PLC
3rd Floor 54 Lombard Street
49 Albemarle Street London EC3V 9EX
London W1S 4JR
Tel: +44 20 7290 3130 Registrars
Fax: +44 20 7290 3149 Computershare Investor Services PLC
PO Box 82
Company registration number The Pavilions
4013168 Bridgwater Road
Bristol BS99 7NH
Web address Dedicated shareholder tel:
0870 889 4064
www.enickel.co.uk
Izmir office
Sardes Nikel Madencilik A.?.
Akdeniz Caddesi
No: 14 Birsel I? Merkezi
Kat: 5 D.502
35210 Konak
Izmir
Turkey
Tel: +90 232 455 0030
Fax: +90 232 489 8060
Manila office
ENickel Services (Philippines)
4F Pilgrim Building
111 Aguirre Street
Legaspi Village
Makati City
The Philippines
Tel: +63 2 815 1656
Fax: +63 2 815 1655
[HUG#1422863]
Unternehmen: European Nickel PLC - ISIN: GB0034265404