Half-yearly report>

Half-yearly report

(Thomson Reuters ONE) - AIM 30Release June 2009 Minerva Resources Plc (AIM:MVA) ('Minerva Resources' or 'the Company') Interim Results for the six months ended 31 March 2009Highlights * Loss for the six months ended 31 March 2009 was £376,453 (0.21p per share) compared with a loss of £131,879 (0.10p per share) for the same period in the previous yearPost Balance Sheet Events * Loan Agreement entered with Dwyka Resources Limited to provide the Company with an unsecured loan facility of £350,000 on the 5th May 2009 * Shareholder approval to allot unissued share capital to capitalize any funds lent under the Loan Agreement granted on 17 June * All share offer by Dwyka Resources Limited to acquire the entire issued and to be issued share capital of the Company announced on 23 June 2009For further information please contact:Terry WardMinerva Resources plcTel: +44 (0) 20 73795012E-mail: terry.ward(at)minervaresources.comJames JoyceW. H. Ireland LimitedTel: +44 (0) 20 72201666E-mail: james.joyce(at)wh-ireland.co.ukNick RomeBishopsgate Communications LtdTel: +44 (0) 20 75623350E-mail: nick(at)bishopsgatecommunications.com CHAIRMAN'S STATEMENTThe half year to 31st March 2009 was a difficult period for MinervaResources, although as you will all know, very recently andpositively, your Board has recommended acceptance of an offer fromAustralian Stock Exchange and AIM listed Dwyka Resources Ltd("Dwyka") to purchase all of the issued capital of your Company.At the start of the half year period, in early October last year andin line with the placement agreement concluded in the prior period,Minerva Resources issued shares raising a gross £607,500 to enable itto continue pursuing its operations at its principal Ethiopianassets. At that time and in line with Ambrian Capital PLC's agreementin the prior period to capitalise its outstanding loan to theCompany, amounting to £334,480, Minerva Resources issued 13,379,200new ordinary shares at 2.5p per ordinary share.At the end of 2008 and early in 2009, despite positive drilling inEthiopia, particularly at the Tulu Kapi and Guji gold prospects andin line with other junior mining exploration companies, we found itextremely difficult, in the prevailing global economic situation, toattract the further funds to continue with our proposed workprogrammes in Ethiopia through 2009.Despite an expectation that we would be able to complete the sale ofour 100% owned subsidiary, Palladex Ltd (the Samoan holding companyfor the Company's geotechnical services company in Kyrgyzstan) in thenear future, it was still envisaged that the Company would need toraise further funds during the first quarter of 2009 to continue itsexploration and development activities.After careful analysis and consideration, on 30 January 2009, theBoard announced that, because it was unable to raise additional fundsin order for it to continue operating as a going concern, theDirectors had resolved to enter into a Company Voluntary Arrangement("CVA") to provide further time to seek those additional funds and/orto explore alternative options. Consequently the Company alsorequested a suspension of its shares from trading on AIM.The Board and Management took immediate steps to conserve itsremaining cash and the sale of Palladex Ltd was also legallycompleted in late January 2009 providing additional funds to enableefforts to seek additional long term funding to continue.On 5 May 2009, it was announced that the Company had entered into aloan agreement with, at that time, an unnamed third party, to provideit with an unsecured loan facility of £350,000 and that it had alsobeen resolved not to proceed further with a CVA.Repayment of any monies drawn down under the Loan Facility could, atthe lender's option, be satisfied by conversion into new MinervaResources shares, conditional on shareholder approval.Contemporaneously with the draw down of the first tranche of the loan("Loan Facility"), the Company also entered into a non-legallybinding memorandum of understanding ("MOU") with Dwyka (the providerof the Loan Facility), through which it agreed to provide a legallybinding exclusivity period to Dwyka to enable it to conduct duediligence on your Company's assets with a view to determining whethera transaction between the two Groups could be possible.On 1 June 2009, Dwyka announced a possible offer to acquire theentire issued share capital of your Company.It was duly resolved, at a General Meeting of shareholders on 17 June2009, to approve the allotment of unissued share capital and theissue of new Minerva Resources Shares on a non-pre-emptive basis, tofacilitate the possible election, by Dwyka, to capitalise any fundsdrawn down under the Loan Facility into new Minerva Resources shares.On 23 June 2009, it was announced that agreement had been reachedbetween your Directors and the Dwyka Board on the terms of arecommended all share offer ("Offer") to be made by Dwyka to acquirethe entire issued capital of your Company. The Offer is detailed inseparate documentation sent to each Minerva Resources shareholder andhas been made on the basis of 1 new Dwyka share for every 5 MinervaResources shares.Given your directors are of the view that, in the current economicclimate, there is significant uncertainty as to whether your Companywould be able to continue as a going concern, the belief is that theoffer by Dwyka, which values each Minerva Resources share at 1.2pence (based on a Closing Price per Dwyka Share of 5.88p on 22 June2009) being a premium of 71.4 per cent to the Minerva Resources shareprice on 29 January 2009 the day prior to the suspension of trading,is a good outcome, the completion of which would benefit allshareholders.Andrew DaleyChairman30 June 2009MINERVA RESOURCES PLCUnaudited Consolidated income statement forthe six months ended 31 March 2009 Restated Unaudited Unaudited Audited Six Months Six Months Year ended ended ended 30 September 31 March 31 March 2008 2009 2008 Note £ £ £Revenue 14,373 26,379 96,220Cost of sales (20,807) (17,767) (43,746)Gross (loss) / profit (6,434) 8,612 52,474Other income 17,243 16,581 -Administrative expenses (389,107) (578,449) (1,224,857)Loss from operations (378,298) (553,256) (1,172,383)Financial expense (56) (19,827) (30,856)Financial income 1,901 15,427 24,120Loss before taxation (376,453) (557,656) (1,179,119)Taxation 3 - - -Loss for the period from (376,453) (557,656) (1,179,119)continuing operationsProfit / (loss) for theperiod from discontinued - 425,777 (71,894)operationsLoss for the period (376,453) (131,879) (1,251,013)Attributable to:Equity holders of the (329,405) (114,094) (1,155,148)parentMinority interest (47,048) (17,785) (95,865)Loss per Ordinary Share (£)attributable to equity holders ofthe parent:Basic and diluted 4 (0.0021) (0.0010) (0.0103)Continuing operationsBasic and diluted 4 (0.0021) (0.0048) (0.0097)Discontinued operationsBasic and diluted 4 - 0.0038 (0.0006)MINERVA RESOURCES PLCConsolidated balance sheetat 31 March 2009 Restated Unaudited Unaudited Audited Six Months Six Months Year ended ended ended 30 September 31 March 31 March 2008 2009 2008 Note £ £ £Assets:Non-current assetsIntangible assets 3,851,811 3,710,202 3,611,082Property, plant and 174,522 414,847 211,446equipmentTotal non-current assets 4,026,333 4,125,049 3,822,528Current assetsInventories 37,226 68,192 53,378Trade and other receivables 115,563 271,883 808,715Cash and cash equivalents 315,100 1,227,391 181,254Non-current assets - - 1,016,485classified as held for saleTotal current assets 467,889 1,567,466 2,059,832Total assets 4,494,222 5,692,515 5,882,360Liabilities:Non-current liabilitiesBorrowings - (5,732) -Deferred tax liability - (12,522) -Total non-current - (18,254) -liabilitiesCurrent liabilitiesTrade payables (119,906) (248,330) (183,833)Accruals and deferred (5,678) (68,345) (99,700)incomeBorrowings - (334,480) -Liabilities directlyassociated with non-current - - (735,972)assetsclassified as held for saleTotal current liabilities (125,584) (651,155) (1,019,505)Total liabilities (125,584) (669,409) (1,019,505)Total net assets 4,368,638 5,023,106 4,862,855Equity attributable toequity holders of theparent companyCalled up share capital 5 3,857,361 2,793,574 2,793,574Share premium account 5 4,230,505 4,290,765 4,181,465Shares to be issued - - 1,112,827Merger reserve 949,713 949,713 949,713Foreign currency (47,439) (38,249) 70,325translation reserveRetained losses (4,612,633) (3,020,630) (4,283,228)Equity attributable toequity holders of the 4,377,507 4,975,173 4,824,676parent companyMinority interest (8,869) 47,933 38,179Total equity 4,368,638 5,023,106 4,862,855MINERVA RESOURCES PLCUnaudited Consolidated cash flow statementfor the six months ended 31 March 2009 Restated Unaudited Unaudited Six Months Six Months Audited ended ended Year ended 31 March 31 March 30 September 2009 2008 2008 £ £ £Cash flows from operatingactivitiesLoss for the year (376,453) (131,879) (1,251,013)Adjustments for:Depreciation 80,770 50,994 117,952Impairment loss on measurement to - - 476,101fair valueShare based payments - 26,599 25,848Profit on sale of assets - (1,156) -Profit on sale of Palladex KR LLC - (586,329) (586,329)Income tax (credit) / expense - - (14,180)Provision against deferredexploration expenditure in - - 47,133EthiopiaFinance income (1,901) (15,427) (24,120)Finance expense 56 19,827 30,856Exchange (gains)/loss (185,929) (5,726) (126,814)Cash outflows from operating (483,457) (643,097) (1,304,566)activities before changes inworking capital and provisionsDecrease / (increase) in inventory 16,152 (20,774) (5,960)Decrease in trade and other 85,652 104,482 175,150receivables(Decrease) / increase in trade and (157,949) 39,859 9,088other payablesCash outflows from operating (539,602) (519,530) (1,126,288)activitiesIncome taxes paid - - -Net cash flows from operating (539,602) (519,530) (1,126,288)activitiesInvesting activitiesFinance income 1,901 15,427 24,120Proceeds from disposal of tangible - 1,156 4,585assetsPurchase of property, plant and (43,846) (141,079) (91,404)equipmentSale of Palladex KR LLC - 998,813 998,813Sale of Palladex Limited 348,678 - -Cash held in disposal group - - (89,652)Payments for intangible assets (240,729) (481,792) (869,961)Cash flows from investing 66,004 392,525 (23,499)activitiesFinancing activitiesInterest expense (56) (19,827) (30,856)Issue of ordinary share capital 607,500 - -(gross of issue costs)Cash flows from financing 607,444 (19,827) (30,856)activitiesIncrease / (decrease) in cash 133,846 (146,832) (1,180,643)Cash and cash equivalents at 181,254 1,361,897 1,361,897beginning of the periodForeign exchange movements - 12,326 -Cash and cash equivalents at end 315,100 1,227,391 181,254of the periodMINERVA RESOURCES PLCConsolidated statement of changes in equity for the period ended 31 March 2009 Restated Restated Restated Restated Restated Total Shares to Foreign Retained attributable Minority Share Share be Merger Currency Losses to Equity Interest Total Capital Premium Issued Reserve Translation Holders Equity Reserve Reserve of the Parent £ £ £ £ £ £ £ £ £Balance as at1 October2007 2,793,574 4,290,765 - 949,713 39,594 (2,877,532) 5,196,114 134,044 5,330,158Exchangedifferencesarising ontranslationof foreignoperations - - - - 30,731 - 30,731 - 30,731Net incomerecogniseddirectly inequity - - - - 30,731 - 30,731 - 30,731Loss for theyear (1,155,148) (1,155,148) (95,865) (1,251,013)Totalrecognisedincome andexpense forthe year - - - - 30,731 (1,155,148) (1,124,417) (95,865) (1,220,282)Shares to beissued - - 1,112,827 - - - 1,112,827 - 1,112,827Issue costs - (109,300) - - - - (109,300) - (109,300)Considerationfor option toacquire 22%of Yubdo - - - - - (276,396) (276,396) - (276,396)Share basedpayment - - - - - 25,848 25,848 - 25,848Balance as at30 September2008 2,793,574 4,181,465 1,112,827 949,713 70,325 (4,283,228) 4,824,676 38,179 4,862,855Exchangedifferencesarising ontranslationof foreignoperations - - - - (117,764) - (117,764) - (117,764)Net incomerecogniseddirectly inequity - - - - (117,764) - (117,764) - (117,764)Loss for theperiod (329,405) (329,405) (47,048) (376,453)Totalrecognisedincome andexpense forthe period - - - - (117,764) (329,405) (447,169) (47,048) (494,217)Shares issued 1,063,787 49,040 (1,112,827) - - - - - -Balance as at31 March 2009 3,857,361 4,230,505 - 949,713 (47,439) (4,612,633) 4,377,507 (8,869) 4,368,638Notes to the Interim ReportFor the six months ending 31 March 20091. Basis of preparationThe financial information set out above is based on the consolidatedfinancial statements of Minerva Resources plc and its subsidiarycompanies (together referred to as the "Group"). The accounts of theGroup for the six months ended 31 March 2009, which have neither beenaudited nor reviewed pursuant to guidance issued by the AuditingPractices Board, were approved by the Board on 30 June 2009. Inaccordance with s435 of the Companies Act 2006, such unauditedresults do not constitute statutory accounts of the Company or Group.These accounts have been prepared in accordance with the requirementsof International Accounting Standard 34 (Interim Financial Reporting)and with the accounting policies set out in the Report and Accountsof Minerva Resources plc for the year ended 30 September 2008. Thestatutory accounts for the year ended 30 September 2008 have beenfiled with the registrar of Companies. The auditors' report on thoseaccounts was unqualified with an emphasis of matter relating to thegoing concern of the group and did not contain a statement undersection 498(2)-(3) of the Companies Act 2006.The comparative figures presented are for the six months ended 31March 2008 and the full year ended 30September 2008. The Group's consolidated annual financial statementsfor the year ended 30 September 2008 were prepared using therecognition and measurement principles of International FinancialReporting Standards (IFRSS and IFRIC interpretations) as adopted bythe European Union and also in accordance with the Companies Act1985, and those parts of the Companies Act 2006 as applicable.The Directors have restated comparatives on the consolidated incomestatement, consolidated balance sheet and consolidated cash flowstatement to correct for the final gain on disposal of Palladex KRLLC and presentation in line with that reported at 30 September 2008.2. Changes in accounting policiesThere were no changes in accounting policies, other than the Groupelecting to adopt IAS34, during the six months ended 31 March 2009.3. TaxationDue to an operating loss for the period, no taxation has beenprovided for (2008: Nil).4. Loss per shareLoss per Ordinary Share has been calculated using the weightedaverage number of shares in issue during the relevant financialperiods. The weighted average number of equity shares in issue forthe period is 153,503,517 (six months ended 31 March 2008:111,742,960 and year ended 30 September 2008: 111,742,960).Losses for the Group attributable to the equity holders of theCompany for the six months are £329,405 (six months ended 31 March2008: £114,094 and year ended 30 September 2008: £1,155,148). Lossesfor the Group from continuing operations excluding minority interestare £329,405 (six months ended 31 March 2008: £539,871 and year ended30 September 2008: £1,083,254).Discontinued operationsProfit / (loss) for the Group attributable to discontinued activitiesfor the period is £nil (six months ended 31 March 2008: profit of £425,777 and the year ended 30 September 2008: loss of £71,894).In the six months ended 31 March 2009 and the year ended 30 September2008, the effect of the share options in issue under the optionscheme is anti-dilutive and therefore diluted earnings per share havenot been calculated. At 31 March 2009, there were 6,500,000 shareoptions in issue. As the average market price of ordinary sharesduring the period was lower than the exercise price of the options,there were nil (31 March 2008: nil,30 September 2008: nil)potentially dilutive shares at period end.5. Share CapitalOn 2 October 2008 the Company issued new ordinary shares of 2.5p eachat 2.5p per ordinary share raising £607,500 gross of expenses. Inaddition in line with Ambrian Capital PLC's ("Ambrian") agreement inthe prior period to capitalise the outstanding loan made by Ambrianto the Company, amounting to £334,480, the Company issued 13,379,200new ordinary shares ("Ambrian Shares") at 2.5p per ordinary share.The Placing Shares and Ambrian Shares were issued together with onewarrant entitling the holder to subscribe for one ordinary share inthe Company at 4 pence per ordinary share (the "Warrants"). TheWarrants are exercisable at any time up to 18 months from the date ofadmission of the Placing Shares to trading on AIM. Wills & CoCorporate Ltd ("Wills"), received 2,070,000 new ordinary sharesand 2,070,000 warrants, entitling the holder to subscribe for oneordinary share in the Company at 4p per ordinary Share, in lieu offees for a commission on the value of the shares placed by Wills, theproduction of an initial research note and a corporate finance fee of£51,750. The following summarises the above.Share Holder Price Number of Proceeds per share Shares £Investors 2.5p 24,300,000 607,500Ambrian Capital plc 2.5p 13,379,200 334,480Wills & Co 2.5p 2,070,000 51,750 39,749,200 993,730On 23 October 2008 2,802,298 shares were issued at 4.25p inaccordance with the conditions of the agreement entered into in March2008 to acquire a further 22% of Yubdo Platinum and Gold DevelopmentPrivate Limited Company.All the transactions above were accounted for in the 30 September2008 accounts as they had been legally completed at that date, withthe actual issue of shares taking place in the current period.6. Segmental analysisof income statementThe income statement for the six monthsended 31 March 2009Six months ended 31 Ethiopia Kyrgyz UK Corporate TotalMarch 2009 Rep. £ £ £ £ £ TotalRevenue segment 14,086 - 14,373 - revenue Inter segment (14,086) - - - revenueRevenue Continuing - - 14,373 - 14,373 activities Discontinued - - - - - activitiesProfit /(loss) Continuing (128,762) - (109) (247,582) (376,453)after activitiestaxation Discontinued - - - - - activities RestatedSix months ended 31 Ethiopia Kyrgyz UK Corporate TotalMarch 2008 Rep. £ £ £ £ £ TotalRevenue segment 26,379 110,554 26,379 - revenue Inter segment (26,379) - - - revenueRevenue Continuing - - 26,379 - 26,379 activities Discontinued - 110,554 - - 110,554 activitiesProfit /(Loss) Continuing (116,352) - - (441,304) (557,656)after activitiestaxation Discontinued - 425,777 - - 425,777 activitiesYear ended 30 Ethiopia Kyrgyz UK Corporate TotalSeptember 2008 Rep. £ £ £ £ £ TotalRevenue segment 52,778 350,101 52,778 43,442 revenue Inter segment (52,778) - - - revenueRevenue Continuing - - 52,778 43,442 96,220 activities Discontinued - 350,101 - - 350,101 activitiesProfit /(loss) Continuing (242,775) - 10,406 (946,750) (1,179,119)after activitiestaxation Discontinued - (71,894) - - (71,894) activities7. Post balance sheet eventsLoan AgreementOn 5 May 2009 Minerva Resources entered into a binding loan agreementwith Dwyka Resources Limited ("Dwyka") to provide the Company with anunsecured loan facility of £350,000. Contemporaneously with thedrawdown of the first tranche of £75,000, the Company entered intothe non-legally binding memorandum of understanding ("MOU") withDwyka, through which it agreed to provide a legally bindingexclusivity period to Dwyka to enable it to conduct due diligence onMinerva Resources assets with a view to determining whether atransaction between the two Groups may be possible. This also enabledthe Company not to proceed further with the company voluntaryarrangement.Under the terms of the Loan Agreement, the first tranche is noninterest bearing. Any amounts drawn down under the Second Tranche of£275,000 will bear interest at a rate of 15% per annum, such interestbecoming payable at the time all funds advanced under the Facilitybecome repayable.If an offer is made by Dwyka and such offer has not been declaredwholly unconditional by 31 August 2009 then all monies advanced underthe Facility (including interest) become repayable within thirty daysof receipt by the Company of notice from Dwyka requiring repayment,with such notice to take effect by no later than 15 September 2009.Repayment of any monies drawn down under the Facility (includinginterest) shall, at Dwyka's option, be satisfied by the Company byeither (a) the capitalisation of all monies due into fully paid newOrdinary Shares at a conversion price of 0.7p per share (which wouldresult in Dwyka being interested in approximately 25% of the enlargedissued share capital of the Company) or (b) cash.The Company has given certain warranties and indemnities under theLoan Agreement relating to the business and financial position of theCompany. In addition, Dwyka also has the right to call for immediaterepayment of the funds advanced under the Facility if certain eventsof default occur, such as the Company becoming insolvent or if anevent occurs which, in Dwyka's opinion, could have a material adverseeffect on the Possible Offer or Dwyka's rights under the MOU.Shareholder Approval for issue of new Ordinary SharesIn order to facilitate the possible election by Dwyka to capitaliseany funds lent under the Loan Agreement into Ordinary Shares,Shareholder approval was obtained on 17 June 2009 to allot unissuedshare capital and to allow the issue of new Ordinary Shares on a nonpre-emptive basis.All share offer by Dwyka Resources LimitedOn 22 June 2009 the boards of Dwyka and the Company announced thatthey had reached agreement on the terms of a recommended all shareoffer by Dwyka to acquire the entire issued and to be issued sharecapital of Minerva Resources PLC.SUMMARY OF THE OFFER * The Offer will be on the following basis: for every 5 Minerva Shares 1 New Dwyka Share * Based on a Closing Price per Dwyka Share of 5.88p on 22 June 2009, the Offer values the entire issued share capital of Minerva at approximately £1.8 million and each Minerva Share at approximately 1.2p, representing a premium of approximately 71.4 per cent. to the Closing Price of 0.7p per Minerva Share on 29 January 2009 (being the last business day prior to the suspension from trading on AIM of the Minerva Shares).Full acceptance of the Offer will result in the issue of up to30,858,891 New Dwyka Shares, representing approximately 13.9 percent. of the Enlarged Share Capital being held by existing MinervaShareholders8. Discontinued activitiesIn late January 2009, the sale of the wholly owned subsidiaryPalladex Limited (Western Samoa) was legally completed forconsideration of £280,513. The gain on the sale of Palladex Limited(Western Samoa) was determined as follows: £Consideration received 348,678Foreign exchange movement (68,165) 280,513Net assets disposedDeferred exploration expenditure 97,140Property, plant and equipment 137,470Inventories 167,231Trade and other receivables 524,992Cash and cash equivalents 89,652Trade and other payables (735,972) 280,513Gain on disposal of discontinued activities -9. Related party transactionsDuring the period the Group paid £12,921 to Sprecher Grier HalberstamLLP in connection with professional services, including those ofnon-executive director, provided to the Group by J Bottomley who isan employee of that firm.During the period the Group paid £31,286 to Ward InternationalConsultants Pty Ltd in connection with management services providedto the Group by T Ward who is an employee of the company.Ambrian Capital PLC, a shareholder of the company, capitalised theloan to the company of £334,480, see note 5.10 Other InformationDirectorsAndrew Edward Daley Non-executive ChairmanTerrance Alexander Ward Managing DirectorJohn Michael Bottomley Non-executive DirectorRoger Clegg Non-executive DirectorRegistered OfficeOne America SquareCrosswallLondon EC3N 2SGTelephone +44 (0)20 72644444Fax +44 (0)20 72644440Head Office5th FloorManfield House1 Southampton StreetLondon WC2R 0LRTelephone +44 (0)20 73795012Fax +44 (0)20 73951931Company Number4832551Company SecretaryJohn Michael BottomleyNominated Advisor and BrokerW H Ireland Limited24 Martin LaneLondon EC4R 0DRSolicitorsFasken Martineau LLP17 Hanover SquareLondon W1S 1HUAuditorsBDO Stoy Hayward LLP55 Baker StreetLondon W1U 7EURegistrarsCapita Registrars plcThe Registry34 Beckenham RoadBeckenham BR3 4TUBankersHSBC Bank plc Barclays Bank plc315 Fulham Road 180 Oxford StreetLondon SW10 London9QJ W1D 1EA---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.

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