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DJ Equatorial Mining & Exploration PLC Annual Financial Report

TIDMEM.P

RNS Number : 6270D

Equatorial Mining & Exploration PLC

10 October 2018

10(th) October 2018

Equatorial Mining & Exploration Plc ("EME" or the "Company")

Audited Final Results for the Year Ended 31(st) December 2017

Notice of Annual General Meeting

I am pleased to announce our results to the end of 2017, notice of Annual General Meeting and also announced separately today, our interim figures to the end of June 2018. These accounts consolidate our Nigerian company, EME Mine Nigeria Limited into the Group accounts on this occasion and more details are given below.

The accounts display a continuing loss as we invest in operations and I am obliged to draw your attention to the report of the Independent Auditor set out at the end of this announcement, which expresses the opinion that material uncertainty exists about our going-concern status.

During the year ended December 2017, the company had committed to trial mining at its recently acquired open cast mine in Kogi State, called the St Leonard Mine, Imane. We had engaged the services of a local contract mining company which ended in disappointment as a result of operational mistakes. The mistakes were born from inexperience and I wish to emphasise an important point; Nigeria's natural resources sector (other than oil and gas) is in its infancy and thus a challenging place in which to operate as the in-country experience and expertise is all but non-existent in the field of coal excavation.

In 2018 we determined that we had to find outside support to take build on the foundations which we had laid.

In June we were delighted to make contact with Mr Welcome Sandawana of ARQ Minerals Pty Limited ("ARQ") a South African coal mining company. As announced on 17(th) July, the Board believes that the investment made from ARQ has added value to the Company mining prospects.

Following their good performance and in return for agreeing to take over the complete project, including bringing manpower and funding from South Africa, we handed control of EMEMine Nigeria Ltd to ARQ and accelerated their share earn-in so that they now have a controlling interest of 51%. Accordingly, EMEMine Nigeria has become an investment interest of ours and will not be consolidated into future Group accounts.

This was an extraordinary change in circumstances for the Group and with Mr Sandawana on the ground at the St Leonard mine using locally sourced plant and machinery, excavation advanced at speed despite the torrential rain fall. It has been said that August and September formed the wettest Nigerian monsoon season for ten years. I wish to thank Welcome for his endurance and a determination to deliver on his promises to the Group and its members.

We took the decision to commit to a period of coal heaping before advertising our product for sale and as at the date of this announcement I am delighted to report that customers' coal lorries are arriving.

The sale proceeds from the coal will be re-invested into productivity and after this and the payment of royalties to the project introducer, licence owner and Imane tribal community, will return to both ARQ and Equatorial Mining and Exploration Plc as fees and dividends, yet to be determined.

Assuming that sales are maintained, in the new year we and our shareholders, including ARQ, will start to examine business plans of those companies requiring investment, potentially as part of an acquisition by us. This has been our strategy from the very beginning.

Enquiries:

 
 Equatorial Mining & Exploration 
  Plc:                                nelson@nexfin.org.uk 
  Nicholas Nelson, Executive 
  Chairman 
 NEX Exchange Adviser and Broker 
  Alexander David Securities 
  James Dewhurst                      +44 (0) 207 448 9820 
                                   ----------------------- 
 

The Directors take responsibility for this announcement.

EQUATORIAL MINING AND EXPLORATION PLC

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2017

 
                                                2017       2016 
                                    Note     GBP'000    GBP'000 
 
 Sales                               4             1          - 
 Cost of sales                                   (1)          - 
 
 Gross profit                                      -          - 
 
 Administrative expenses                       (271)      (181) 
 Share based payments                              -    (1,242) 
 Provision against loan 
  advanced to Related party          15         (36)       (82) 
 Project origination costs                      (14)          - 
 
 OPERATING LOSS FROM OPERATIONS      5         (321)    (1,505) 
 
 Investment income                                 -          - 
 Interest payable on loans                        27       (47) 
 
 Loss before taxation                          (294)    (1,552) 
 Taxation                            7             -          - 
 
 LOSS FROM CONTINUING OPERATIONS     19        (294)    (1,552) 
 
 
 Loss per share 
  - basic (pence)                    8       (0.005)    (0.029) 
   - diluted (pence)                         (0.005)    (0.029) 
 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2017

 
                                    2017      2016 
                                 GBP'000   GBP'000 
 
 Loss for the period               (294)   (1,552) 
 
 Total comprehensive income        (294)   (1,552) 
 
 

EQUATORIAL MINING AND EXPLORATION PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2017

 
                                                                       Interest 
                                                         Share-based         in 
                                  Share       Share     compensation     shares     Retained 
                                capital     premium          reserve     in EBT     earnings     Total 
                                GBP'000     GBP'000          GBP'000    GBP'000      GBP'000   GBP'000 
 Balance as at 1 January 
  2016                              476       1,204               72       (79)      (2,246)     (573) 
 
 Total comprehensive 
  loss for the year                   -           -                -          -      (1,552)   (1,552) 
 Share based compensation             -                        1,241          -                  1,241 
 Exercise of share options            2           -                -          -            -         2 
 Exercise of warrants                24           -                -          -            -        24 
 Conversion of unsecured 
  loan note                          36         324                -          -            -       360 
 Issue of new shares                 54           -                -       (54)            -         - 
 
 Balance at 31 December 
  2016                              592       1,528            1,313      (133)      (3,798)     (498) 
 
 Total comprehensive 
  loss for the year                   -           -                -          -        (294)     (294) 
 Share based compensation 
  - Adjustment                        -           -               36          -            -        36 
 Exercise of share options            -           -                -          -            -         - 
 Exercise of warrants                 -           -                -          -            -         - 
 Conversion of unsecured              -           -                -          - 
  loan note                                                                                -         - 
 Issue of new shares                101           8                -          -            -       109 
 
 Balance at 31 December 
  2017                              693       1,536            1,349      (133)      (4,092)     (647) 
 
 

Reserves

 
 Reserve                           Description and purpose 
 Share capital                     Amount of the contributions made by 
                                    shareholders in return for the issue 
                                    of shares. 
 Share premium                     Amount subscribed for share capital 
                                    in excess of nominal value. 
 Share-based compensation          Cumulative fair value of share options 
  reserve                           granted and recognised as an expense 
                                    in the Income Statement. 
 Interest in shares in Employees   The Company set up an Employees Benefit 
  Benefit Trust (EBT)               Trust on 6 March 2015 (the Equatorial 
                                    EBT) for the benefit of its employees 
                                    which is intended to constitute an 
                                    employee's share scheme within the 
                                    meaning of section 1166 of the Companies 
                                    Act 2006. Advances made towards the 
                                    scheme by the company have been subsequently 
                                    used to subscribe for shares in the 
                                    Company to be acquired by the Beneficiaries. 
                                    The shares have been allocated under 
                                    option agreements to the beneficiaries 
                                    as detailed in note 14 of the financial 
                                    statements under the instructions of 
                                    the Company. Under IFRS own shares 
                                    held under an Employee Share ownership 
                                    plan are recorded as a deduction in 
                                    arriving at shareholders funds rather 
                                    than as an asset. 
 

EQUATORIAL MINING AND EXPLORATION PLC

COMPANY STATEMENT OF CHANGES IN EQUITY

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DJ Equatorial Mining & Exploration PLC Annual -2-

FOR THE YEAR ENDED 31 DECEMBER 2017

 
                                                                       Interest 
                                                         Share-based         in 
                                  Share       Share     compensation     shares     Retained 
                                capital     premium          reserve     in EBT     earnings     Total 
                                GBP'000     GBP'000          GBP'000    GBP'000      GBP'000   GBP'000 
 Balance as at 1 January 
  2016                              476       1,204               72       (79)      (2,246)     (573) 
 
 Total comprehensive loss 
  for the year                        -           -                -          -      (1,552)   (1,552) 
 Share based compensation             -                        1,241          -                  1,241 
 Exercise of share options            2           -                -          -            -         2 
 Exercise of warrants                24           -                -          -            -        24 
 Conversion of unsecured 
  loan note                          36         324                -          -            -       360 
 Issue of new shares                 54           -                -       (54)            -         - 
 
 Balance at 31 December 
  2016                              592       1,528            1,313      (133)      (3,798)     (498) 
 
 Total comprehensive loss 
  for the year                        -           -                -          -        (282)     (282) 
 Share based compensation             -           -               36          -            -        36 
 Exercise of share options            -           -                -          -            -         - 
 Exercise of warrants                 -           -                -          -            -         - 
 Conversion of unsecured              -           -                -          - 
  loan note                                                                                -         - 
 Issue of new shares                101           8                -          -            -       109 
 
 Balance at 31 December 
  2017                              693       1,536            1,349      (133)      (4,080)     (635) 
 
 

Reserves

 
 Reserve                           Description and purpose 
 Share capital                     Amount of the contributions made by 
                                    shareholders in return for the issue 
                                    of shares. 
 Share premium                     Amount subscribed for share capital 
                                    in excess of nominal value. 
 Share-based compensation          Cumulative fair value of share options 
  reserve                           granted and recognised as an expense 
                                    in the Income Statement. 
 Interest in shares in Employees   The Company set up an Employees Benefit 
  Benefit Trust (EBT)               Trust on 6 March 2015 (the Equatorial 
                                    EBT) for the benefit of its employees 
                                    which is intended to constitute an 
                                    employee's share scheme within the 
                                    meaning of section 1166 of the Companies 
                                    Act 2006. Advances made towards the 
                                    scheme by the company have been subsequently 
                                    used to subscribe for shares in the 
                                    Company to be acquired by the Beneficiaries. 
                                    The shares have been allocated under 
                                    option agreements to the beneficiaries 
                                    as detailed in note 14 of the financial 
                                    statements under the instructions of 
                                    the Company. Under IFRS own shares 
                                    held under an Employee Share ownership 
                                    plan are recorded as a deduction in 
                                    arriving at shareholders funds rather 
                                    than as an asset. 
 

EQUATORIAL MINING AND EXPLORATION PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2017

 
                                               2017      2016 
                                            GBP'000   GBP'000 
                                     Note 
 ASSETS 
 NON-CURRENT ASSETS                                         2 
 Goodwill                             9           2 
 
 CURRENT ASSETS 
 Trade and other receivables          11          6         8 
 Cash and cash equivalents                       16        16 
 
                                                 22        24 
 
 TOTAL ASSETS                                    24        26 
 
 
 
 EQUITY AND LIABILITIES 
 Share capital                        16        693       592 
 Share premium account                17      1,536     1,528 
 Interest in shares in EBT            18      (133)     (133) 
 Share-based compensation reserve     18      1,349     1,313 
 Retained earnings                    19    (4,092)   (3,798) 
 
 TOTAL EQUITY                                 (647)     (498) 
 
 CURRENT LIABILITIES 
 Trade and other payables             12        671       524 
 
 TOTAL EQUITY AND LIABILITIES                    24        26 
 
 

These financial statements were approved for issue by the Board of Directors on 8 October 2018 and were signed on its behalf by:

N C P Nelson

Director

COMPANY REGISTRATION NUMBER 07496976

(England and Wales)

EQUATORIAL MINING AND EXPLORATION PLC

COMPANY STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2017

 
                                               2017      2016 
                                            GBP'000   GBP'000 
                                     Note 
 ASSETS 
 NON-CURRENT ASSETS                                         2 
 Investments                          10          2 
 
 CURRENT ASSETS 
 Trade and other receivables          11         23         8 
 Cash and cash equivalents                        -        16 
 
                                                 23        24 
 
 TOTAL ASSETS                                    25        26 
 
 
 
 EQUITY AND LIABILITIES 
 Share capital                        16        693       592 
 Share premium account                17      1,536     1,528 
 Interest in shares in EBT            18      (133)     (133) 
 Share-based compensation reserve     18      1,349     1,313 
 Retained earnings                    19    (4,080)   (3,798) 
 
 TOTAL EQUITY                                 (635)     (498) 
 
 CURRENT LIABILITIES 
 Trade and other payables             12        660       524 
 
 TOTAL EQUITY AND LIABILITIES                    25        26 
 
 

EQUATORIAL MINING AND EXPLORATION PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2017

 
                                               2017      2016 
                                            GBP'000   GBP'000 
 
 Loss before income tax                       (321)   (1,552) 
 Share-based compensation                         -     1,242 
 Finance cost                                     -         9 
 Finance income                                   -         - 
 
 Operating cash flows before movement 
  in working capital and provisions           (321)     (301) 
 (Increase)/decrease in trade 
  and other receivables                           2        13 
 Increase/(decrease) in trade 
  and other payables                            183      (95) 
 
 NET CASH USED IN OPERATING ACTIVITIES        (136)     (383) 
 
 CASH FLOWS FROM INVESTING ACTIVITIES 
 Interest received                                -         - 
 Interest paid                                   27       (9) 
 Investment in own issued share                   -         - 
  capital 
 
 NET CASH GENERATED FROM INVESTING 
  ACTIVITIES                                     27       (9) 
 
 CASH FLOWS FROM FINANCING ACTIVITIES 
 Net proceeds from issue of shares              109       384 
 
 NET CASH GENERATED FROM FINANCING 
  ACTIVITIES                                    109       384 
 
 Net (decrease)/increase in cash 
  and cash equivalents                            -       (8) 
 Net cash and cash equivalents 
  at beginning 
  of period                                      16        24 
 
 NET CASH AND CASH EQUIVALENTS 
  AT END OF PERIOD                               16        16 
 
 

EQUATORIAL MINING AND EXPLORATION PLC

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2017

 
                                               2017      2016 
                                            GBP'000   GBP'000 
 
 Loss before income tax                       (309)   (1,552) 
 Share-based compensation                         -     1,242 
 Finance cost                                     -         9 
 Finance income                                   -         - 
 
 Operating cash flows before movement 
  in working capital and provisions           (309)     (301) 
 (Increase)/decrease in trade 
  and other receivables                        (15)        13 
 Increase/(decrease) in trade 
  and other payables                            172      (95) 
 
 NET CASH USED IN OPERATING ACTIVITIES        (152)     (383) 
 
 CASH FLOWS FROM INVESTING ACTIVITIES 
 Interest received                                -         - 
 Interest paid                                   27       (9) 
 Investment in own issued share                   -         - 
  capital 
 
 NET CASH GENERATED FROM INVESTING 
  ACTIVITIES                                     27       (9) 
 
 CASH FLOWS FROM FINANCING ACTIVITIES 
 Issue of convertible loan notes                 61         - 
 Conversion of convertible loan                (61)         - 
  note 

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October 10, 2018 08:36 ET (12:36 GMT)

DJ Equatorial Mining & Exploration PLC Annual -3-

 Net proceeds from issue of shares              109       384 
 
 NET CASH GENERATED FROM FINANCING 
  ACTIVITIES                                    109       384 
 
 Net (decrease)/increase in cash 
  and cash equivalents                         (16)       (8) 
 Net cash and cash equivalents 
  at beginning 
  of period                                      16        24 
 
 NET CASH AND CASH EQUIVALENTS 
  AT END OF PERIOD                                -        16 
 
 

EQUATORIAL MINING AND EXPLORATION PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

   1.   General information 

Equatorial Mining and Exploration plc ("the Company") is an investment vehicle, established to invest in or acquire businesses or assets in the mining sector.

The Company is a public limited company which is quoted on NEX Exchange growth Markets and is incorporated and domiciled in the UK. The address of its registered office is Finsgate, 5-7 Cranwood Street, London EC1V 9EE.

The registered number of the company is 07496976.

The group consists of Equatorial Mining and Exploration Plc and its subsidiaries, Ememine Nigeria Limited (Incorporated in Nigeria) and Equatorial Mine & Exp Limited (Incorporated in the UK).

   2.   Basis of preparation 

Consolidation

These financial statements have been prepared in accordance with International Financial Reporting standards ("IFRS") as adopted by the European Union, International Financial Reporting Interpretations Committee ("IFRIC") interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The functional and presentational currency for the financial statements is Sterling.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies.

Accounting for interest in own shares held though an Employees Benefit Trust

The funds advanced to acquire the shares have been accounted for under IFRS as a deduction in arriving at shareholders' funds rather than as an asset.

Issued International Financial Reporting Standards (IFRS's) and interpretations (IFRICS) relevant to company operations

There are no IFRS or IFRIC interpretations that are effective for the first time in this financial period that would be expected to have a material impact on the Company.

Standards, interpretations and amendments to published standards that are not yet effective

There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

   3.   Accounting Policies 

Basis of accounting

The financial statements have been prepared under the historical cost convention, as modified by the accounting for financial instruments at fair value.

Basis of Consolidation

In the parent company financial statements, the cost of business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated financial statements incorporate those Equatorial Mining and Exploration Plc (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All the financial statements are made up to 31 December 2017. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Ememine Nigeria Limited and Equatorial Mining & Exp Limited have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of Ememine Nigeria Limited from the date it commenced trading. Equatorial Mining & Exp Limited was dormantised when it was acquired on 9 May 2017 at cost, and continues to remain dormant. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.

Going concern

Having reviewed the future plans and projections for the business, the Company is actively seeking to obtain additional funding from its shareholders and outside lenders in order to continue as a going concern. On 11 July 2018, a Deed of Agreement was concluded with ARQ Minerals (Pty) Limited, a South African company, to acquire a beneficial interest of up to a maximum of 75% of Ememine Nigeria Limited (the Company's Nigerian subsidiary) in order to obtain working capital, expertise and operational management necessary for the continuation of business and productivity at the Eastern Nigerian Mine, owned by EMEmine. As part of the Deed of agreement, ARQ Minerals made a direct investment in Equatorial Mining and Exploration. ARQ Minerals' initial 51% interest is being acquired by financial transfers of GBP50,000 totalling GBP100,000 half of which was paid at the time of the completion of the Deed of Agreement and the other half in monthly instalments of which GBP30,000 has been paid. As at the date of this report the Company has approximately GBP5,000 of cash in the bank and has outstanding creditors of GBP155,000 including the balance of a loan of GBP55,000 with Darwin Strategic Limited which matured in April 2017 and has been demanded but not called in; the loan, on the same terms, was novated from Darwin to their former Director, Mr M Staten. The Company obtained additional convertible loans of GBP61,000 through a placing to investors which has been converted into new ordinary shares in December 2017. In March 2018, further convertible loan notes totalling GBP40,000 were issued. The Company has enough to cover the most immediate payments and the remaining existing creditors including the Directors continue to show patience as does Darwin/Mr Staten who appear to be determined that the Company continues trading. In the absence of further funding there is therefore a material uncertainty over the Company's ability to continue as going concern. The Directors continue to adopt the going concern basis in preparing the financial statements as they are actively pursuing funding from different sources and it reasonable to conclude they will be successful.

Turnover

Turnover arises from net sales by the Nigerian subsidiary; sales receipts arise on delivery of product.

Share options

When shares, share options and warrants are granted to employees and investors, a charge is made to the profit and loss account and a reserve created in capital and reserves to record the fair value of the awards at the date of grant in accordance with IFRS 2 (share based payments). This charge is spread over the vesting period. When shares and share options are granted to employees of subsidiary companies, the fair value of the awards is treated as a capital contribution and spread over the period of performance relating to the grant. The corresponding entry is made in reserves.

Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographic segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments

Segment reporting (continued)

The results of the only trading subsidiary within the Group which commenced mining operations in Nigeria in December 2017, have not been reported separately. Sales and cost of sales as reported in the consolidated income statement wholly relate to this subsidiary and the net loss amounts to GBP11,863 which forms part of the total reported loss of GBP294,426 for the Group. In the opinion of the Directors, during the year ended 31 December 2017, the Group does not have any other separate business or geographical segments and the results of the subsidiary do not need to be reported separately as they fall below the quantitative thresholds required for disclosure under IFRS 8.

Fixed Asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measures at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

Cash and cash equivalents

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DJ Equatorial Mining & Exploration PLC Annual -4-

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.

Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Income taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the balance sheet date.

Deferred income tax is recognised using the balance sheet liability method, providing for temporary differences between the tax bases and the accounting bases of assets and liabilities. Deferred income tax is calculated on an undiscounted basis at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Deferred income tax liabilities are recognised for all temporary differences, except where the deferred income tax liability from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

Deferred income tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred income tax assets and liabilities are offset against each other only when the Company has a legally enforceable right to do so.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilised.

Use of assumptions and estimates

The Company makes judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The resulting accounting estimates calculated using these judgements and assumptions will, by definition, seldom equal the related actual results but are based on historical experience and expectations of future events. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision effects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

The estimates and assumptions that had a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.

Share based payments

The fair value of share-based payments recognised in the income statement is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management's best estimate of future share price behaviour based on past experience, future expectations and benchmarked against peer companies in the industry.

   4.   Turnover 
 
                                            2017      2016 
                                         GBP'000   GBP'000 
 
 Turnover arises from sales of coal in         1         - 
  Nigeria 
 
 
   5.   Operating loss 
 
 Operating loss is stated after        2017      2016 
  charging: 
                                    GBP'000   GBP'000 
 Directors' remuneration: 
 - Salaries                               -        25 
 - Directors' fees and benefits         205       172 
 Auditor's remuneration 
 - Audit                                 11        12 
 - Non-audit services                     1         1 
 
 
   6.   Employees 

The company has no employees other than the directors.

   7.   Tax on profit on ordinary activities 
 
                                                 2017          2016 
                                              GBP'000       GBP'000 
 
 Current tax expense                                -             - 
 Deferred tax expense                               -             - 
                                           ----------    ---------- 
                                                    -             - 
 
 Reconciliation of effective tax rates            GBP           GBP 
 
 (Loss) before tax (excluding Nigerian 
  operations)                                   (282)       (1,552) 
 
 
 
 Tax using domestic rates of corporation 
  tax of 19.25% (2016: 20.00%)                     (54)        (310) 
 Effect of: 
 Expenses not deductible for tax purposes             -          248 
 Losses carried forward                              54           62 
                                             ----------   ---------- 
                                                      -            - 
 
 

The company has estimated losses of GBP695,020 (2016 - GBP448,175) available to carry forward against future trading profits.

The Company has not recognised a potential deferred tax asset of GBP132,054 (2016: GBP89,635) in respect of these losses due to uncertainty over whether they will be utilised in future periods.

   8.   Loss per share 

The calculation of earnings per ordinary share is based on earnings after tax and the weighted average number of ordinary shares in issue during the year. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The company had three classes of dilutive potential shares, being those share warrants and share options detailed within note 18.

The diluted loss per share is the same as the basic loss per share as the loss for the year has an antidilutive effect.

The calculation of basic and diluted earnings per share is based on the following figures:

 
                                                          2017                   2016 
                                                       GBP'000                GBP'000 
 
  Total loss for the period                              (294)                (1,552) 
                                          --------------------   -------------------- 
 
  Weighted average number of shares - 
   basic                                         6,062,772,493          5,341,116,533 
  Diluting effect of warrants in issue                       -                      - 
                                          --------------------   -------------------- 
  Weighted average number of shares - 
   diluted                                       6,062,772,493          5,341,116,533 
 
  Basic loss per share                                (0.005)p               (0.029)p 
 
  Diluted loss per share                              (0.005)p               (0.029)p 
 
 
   9.   Goodwill 
 
                            2017      2016 
                         GBP'000   GBP'000 
 
 At 1 January 2017             2         - 
 Acquired                      -         3 
 Amortised                     -       (1) 
 
  At 31 December 2017          2         2 
 
 

Goodwill represents the cost of setting up the Nigerian subsidiary. The directors consider the value to be fairly stated.

 
                                                 2017          2016 
                                              GBP'000       GBP'000 
 I Investment in subsidiary 
  (valued at cost) 
 At 1 January 2017                                  2             - 
 Additions                                          -             3 
 Amortised                                          -           (1) 
 
 At 31 December 2017                                2             2 
 
 Carrying amount 
 At 31 December 2017                                2             2 
 
 At 31 December 2016                                2             2 
 
 
 
 
 
 Details of the company's subsidiaries 
  at 31 December 2017 are as 
  follows 
 
 Name of undertaking                                  Nature of           Class of      % 
                                                       business        Shares held   Held 
 Ememine Nigeria Limited (incorporated 
  in Nigeria)                                Mining exploration    Ordinary shares     99 
 
 Dormant subsidiaries 
 Equatorial Mine & Exp Limited 
  (incorporated in the UK)                          Non trading    Ordinary shares    100 
 

11. Trade and other receivables

 
                                    Group                         Company 
                                 2017           2016             2017           2016 
                              GBP'000        GBP'000          GBP'000        GBP'000 
 
 Due by Group Company               -              -               17              - 
 Other debtors                      1              6                1              6 
 Prepayments                        5              2                5              2 
                         ------------   ------------   --------------   ------------ 
                                    6              8               23              8 
 
 

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DJ Equatorial Mining & Exploration PLC Annual -5-

12. Trade and other payables

 
                                Group                        Company 
                             2017           2016           2017           2016 
                          GBP'000        GBP'000        GBP'000        GBP'000 
 
 Trade payables               358            264            433            264 
 Short term loans             215            166            140            166 
 Other creditors               24             66             13             66 
  Accruals                     74             28             74             28 
                     ------------   ------------   ------------   ------------ 
                              671            524            660            524 
 
 

Short term loans consist of the first tranche of Bridge Loan notes of GBP110,000 issued to Darwin Strategic Limited ("Darwin") now novated to a former director of Darwin, Mr M Staten. These are unsecured but have been issued with warrants as detailed in note 18 to the financial statements.

Additional novated loans of GBP75,000 are fully described in Note 15(a) - Related Party Transactions.

A loan of GBP30,000, interest free has been advanced by a shareholder; no repayment date has been agreed.

13. Creditors - greater than one year

 
                                   Group                         Company 
                                2017           2016             2017           2016 
                             GBP'000        GBP'000          GBP'000        GBP'000 
 
  At 1 January 2017                -              -                -              - 
  Issued                          61            360               61            360 
  Converted                     (61)          (360)             (61)          (360) 
                        ------------   ------------   --------------   ------------ 
 At 31 December 2017               -              -                -              - 
 
 

The loan notes carried a coupon of 0%, there was no fixed date for conversion and were convertible at the rate of 1,000 new ordinary shares for each GBP1.00 of loan note.

14. Financial instruments

The Company's financial instruments comprise cash and various items, such as trade payables that arise directly from its operations. The main risks arising from, and impacted by, the financial assets and liabilities of the Company are interest rate risk and liquidity risk. The Board reviews and agrees policies for managing these risks and they are summarised below.

The Company does not hold any derivative financial instruments. The market value of the Company's financial assets and liabilities does not differ materially from the carrying value.

Financial Assets

The only significant asset of the Company is cash at bank and on deposit. Cash is held in Sterling only.

Cash at bank attracts interest at floating rates that vary with UK bank base rates. Cash on short-term deposits attracts fixed rates which are agreed at the commencement of the term of the deposit.

Financial Liabilities

The Company does not have any financial liabilities other than the trade and other payables arising from its operations. No interest is payable in respect of any of these liabilities.

The Company does not have any undrawn borrowing facilities.

Cash flow interest rate risk

The Company is cash positive and places its balances on short-term deposits with Natwest. Due to the short-term nature of these deposits, the interest receivable by the Company will be affected by changes in the UK bank base rate. No interest is received on any of the Company's other assets or receivables. The Company does not have any loans, bank borrowings or other interest bearing payables.

Liquidity Risk

It is the Company's policy to maintain sufficient cash resources to meet its short-term liabilities.

15. Related Parties

a. During the accounting period GBP119,700 was charged to the company by Nicholas Nelson, a director, for fees (2016 - GBP127,834), and GBP54,943 in allowances (2016 - GBP GBP34,711). The total indebtedness to him is GBP338,816 (2016 - GBP244,688); during the period he sold GBP75,000 of his debt to company supporters for a total consideration of GBP5.00, as a gesture of goodwill to retain their support;

b. During the accounting period GBP38,000 was charged by Simon Retter, a director, for fees (2016 - GBPNil).

c. During the year, Nicholas Nelson bought an additional 1,000,000 ordinary shares of GBP0.0001). In April 2018, he bought an additional 150,000,000 ordinary shares of GBP0.0001, and a further 2,439,024 in August 2018;

d. During the accounting period the Company advanced loans of GBP35,718 (2016 - GBP82,395) to Desert Rock and Exploration (Nigeria) Limited, a company which was controlled by Nicholas Nelson and as of June 2018 a wholly owned subsidiary of Ememine Nigeria Limited. This loan is unsecured and was made at an interest rate of 3% per annum over the UK base lending rate. The Directors have agreed to defer interest charges on the loan and have decided to provide for the whole of the amount loaned, as they do not expect to recover this amount in the foreseeable future; and

e. In August 2018 Nicholas Nelson sold GBP415,688 of his debt owed to him by the Company to various creditors and loan providers for a nominal amount, in a transaction similar to that as in (a) above.

f. The company paid GBP824 (2016 - GBP1,297) on behalf of Anwen Limited, a company registered in the Seychelles, of which Nicholas Nelson is a director; and

g. During the year, the company acquired for GBP1.00 Equatorial Mining & Exp Limited, a company formerly owned and used by Nicholas Nelson, as a shell company with no assets or liabilities, but banking facilities only.

16. Share Capital

 
                                            2017      2016 
                                         GBP'000   GBP'000 
 
 Allotted, called up and fully 
  paid: 
  6,932,191,670 (2016 - 5,918,941,670 
  Ordinary 
  Shares of GBP0.0001 each                   693       592 
 
 

(a) On 3 February 2017, warrants for 140,000,000 new ordinary shares of GBP0.0001 each were exercised at par;

(b) On 11 December 2017, the following share issues took place;

(i) 213,250,000 warrants were exercised at par for 213,250,000 new ordinary shares of GBP0.0001 each;

   (ii)   A share placing of 50,000,000 new ordinary shares of GBP0,0001 each was made at par; 

(iii) Convertible loan motes of GBP59,000 were converted at par for 590,000,000 new ordinary shares of GBP0.0001 each; and

(iv) 20,000,000 new ordinary shares of GBP0.0001 each were issued at GBP0.0005 per share for cash;

(c) On 20 April 2018 the following shares issues took place;

(v) 640,000,00 warrants were exercised at par for 640,000,000 new ordinary shares of GBP0,0001 each; and

(vi) 50,000,000 new ordinary shares of GBP0,0001 were issued to a creditor of GBP5,000, at par.

(d) On 3 August 2018, 2,786,331,837 new ordinary shares of GBP0.00001 were issued;

(e) On 15th August 2018, a further 251,326,000 new ordinary shares of GBP0.0001 were issued.

17. Share Premium

 
                                              2017             2016 
                                           GBP'000          GBP'000 
 
 Balance brought forward                     1,528            1,204 
 
 Premium on issued shares during 
  the year                                       8              324 
                                    --------------   -------------- 
 Balance carried forward                     1,536            1,528 
 
 
 

18. Share Based Payments

(a) Equity settled share-option plan

No further share options were granted during the accounting period.

At 31 December 2017, 1,332,400,000 options remained in issue (2016 - 1,332,400,000).

The fair values of the options granted have been calculated using Black-Scholes model assuming the inputs shown below:

Share price GBP0.0045

Exercise price GBP0.0001

Time to maturity 10 years on CSOP

Time to maturity 9 years, 8 1/2 and 7 1/2 years EBT

Risk free rate 1.3%

Volatility 30.0%

An expense of GBPNil has been recognised in the year (2016: GBP1,241,763) in respect of a share-based payment charge for the share options issued during the accounting period under the Employee Benefit Trust and CSOP.

(b) Share Warrants

On 3 February 2017 as part of the issue of a convertible loan note for GBP33,000, 330,000,00 warrants were granted as follows: S. Retter - 30,000,000; C.A. Potts 140,000,000; N. Nelson - 50,000,000; Thames Investment Club - 100,000,000; N.C. Goncalves - 10,000,000.

On 2 May 2017, 140,000,000 warrants were exercised by C A Potts, at par, on the conversion or GBP14,000 convertible loan notes. An additional 210,000,000 unallocated warrants were created, which subsequently lapsed.

On 11 December 2017, 100,000,000 warrants were issued to S. Bamford, who exercised those immediately and also 113,250,000 warrants owned by Jarvis Investment Management both for new shares of GBP0.0001 each at par.

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DJ Equatorial Mining & Exploration PLC Annual -6-

The details of the warrants are as follows

 
                                               2017                 2016 
 
 Outstanding at beginning 
  of period                             940,000,000        1,240,000,000 
 Exercised during the period          (353,250,000)        (300,000,000) 
 Granted in the period                  640,000,000                    - 
 Lapsed in the period                 (260,000,000) 
                                 ------------------   ------------------ 
 Outstanding at end of the 
  period                                966,750,000          940,000,000 
 
 

On 20 April 2018, 640,000,000 warrants were exercised for 640,000,000 new ordinary shares of GBP0.0001 at par, and the remaining 326,750,000 warrants lapsed. Thus at that date no warrants remained outstanding.

19. Retained Earnings

 
                                             Group                          Company 
                                           2017           2016           2017             2016 
                                        GBP'000        GBP'000        GBP'000          GBP'000 
 
 Opening balance                        (3,798)        (2,246)        (3,798)          (2,246) 
 Profit/(Loss) for the period             (294)        (1,552)          (282)          (1,552) 
 Transfer from Share based                    -              -              -                - 
  compensation reserve 
                                 --------------   ------------   ------------   -------------- 
 Closing balance                        (4,092)        (3,798)        (4,080)          (3,798) 
 
 

20. Capital Commitments

The Company has no capital commitments at the year end.

21. Future Operating Lease Commitments

There are no material operating lease commitments at the statement of financial position date.

22. Control

In the opinion of the directors, there is no one controlling party.

22. Post balance sheet events

These are referred to in the Strategic Report and the Directors Report.

(a) On 13 March 2018, the company raised GBP40,000 through the issue of 5% unsecured irredeemable convertible loan notes 2018; the conversion price is GBP0.0041 per ordinary share;

(b) On 20 April 2018:

(i) 640,000,000 new ordinary shares were issued at par, as a result of 640,000,000 warrants of GBP0.0001 being exercised;

(ii) All warrants at this date have been exercised or lapsed and thus none remain outstanding; and

(iii) 50,000,000 new ordinary shares of GBP0.0001 were issued in satisfaction of GBP5,000 due to an existing creditor of the company;

(c) On 4 May 2018, the debt of GBP137,500 due to Darwin Strategic Limited ("Darwin") was novated to two former employees of that company on their cessation of employment with Darwin, as Darwin deemed it detrimental to their business; the intentions of the two ex-employees is uncertain at present. A prior surcharge of GBP27,500 has been written off by Darwin and thus the amount novated is GBP110,000;

(d) On 1 June 2018, the company announced that it has signed a 'Heads of Terms' agreement with a South African Mining company, ARQ Minerals (Pty) Limited ("ARQ") in order to obtain both working capital and expertise to operate the mine currently being excavated by Ememine Nigeria Limited. ARQ has subscribed initially GBP50,000 for 500,000,000 ordinary shares of GBP0.0001 which are held through Reba Global Pty Limited as noted on page 6 of the Directors report. ARQ will acquire a further 500,000,000 ordinary shares of GBP0.0001 of the company on the same terms. To date GBP80,000 has been received on account; the remaining shares and warrants remain to be issued; and

(e) In August 2018 further 8,000,000 ordinary shares of NGN1 were issued in the company's subsidiary Ememine Nigeria Limited increasing the total number of ordinary shares in issue to 10,000,000. As part of the agreement referred to above 5,100,000 of the additional ordinary shares have been issued to ARQ Minerals Limited giving it a controlling interest of 51%. As a result Ememine Nigeria Limited has ceased to be a subsidiary of Equatorial Mining and Exploration Plc as at August 2018 although its remains an associate.

(f) In 7 June 2018 Ememine Nigeria Limited acquired a controlling interest in Dessert Rock Nigeria Limited, a related party as detailed in note 15(d).

(g) On 3(rd) and 15 August 2018, a further 3,037,657,837 ordinary shares were issued to satisfy outstanding creditors and fees owed by the company; and

(h) As a result of these transactions, the resultant issued number of shares was 10,695,849,507 ordinary shares of GBP0.0001 each.

Independent auditor's report to the members of Equatorial Mining and Exploration Plc

Opinion

We have audited the financial statements of Equatorial Mining and Exploration Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2017 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of cash flows, the consolidated and company statements of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the company financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion:

-- the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2017 and of the group's loss for the year then ended;

-- the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union

-- the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and

-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006;

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 3 to the financial statements concerning the Group's ability to continue as a going concern. The Group incurred a net loss of GBP294,426 during the year ended 31 December 2018 and, as at that date, it had net liabilities of GBP648,855. The parent company continues to rely on the continuing support and investment of its existing shareholders including ARQ Minerals Pty Limited to settle immediate creditors and provide the necessary working capital for the Group until its newly commenced mining operations are fully established and provide adequate income for this purpose. These matters along with other matters explained in note 3 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

THIS DOCUMENT IS IMPORTANT. PLEASE READ IT IMMEDIATELY. If you are in any doubt about the action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Equatorial Mining & Exploration Plc, please send this Document together with the accompanying Form of Proxy at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the person who now holds the shares.

EQUATORIAL MINING AND EXPLORATION PLC

Notice of Annual General Meeting

Authority to Allot Ordinary Shares

Notice of the Annual General Meeting ("AGM") of Equatorial Mining and Exploration Plc ("Company") to be held at 9.30am on Friday 2(nd) November at the Victory Services Club, Seymour Street, London, W2 2HF.

A Form of Proxy for use at the Annual General Meeting is enclosed and to be valid the Form of Proxy must be completed in accordance with the instructions set out within it and returned to the Company's registrars, Share Registrars Limited, The Courtyard, 17 West St, Farnham GU9 7DR as soon as possible, but in any event not later than 6.00pm on TBA 2018. The completion and depositing of a Form of Proxy will not preclude you from attending and voting in person at the AGM should you wish to do so. Your attention is drawn to the notes to the Form of Proxy.

Your attention is also drawn to the letter from the Chairman of the Company which is set out on page 3 of this Document and recommends that you vote in favour of the resolutions to be proposed at the AGM.

TABLE OF CONTENTS

 
                                           Page Number 
 Expected Timetable of Principal Events         2 
 Definitions                                    2 
 Letter from the Chairman                       3 
 Notice of Annual General Meeting               6 
 

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DJ Equatorial Mining & Exploration PLC Annual -7-

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Publication of this Document                     9(th) October 2018 
 Latest time and date for receipt of Form      9.30am 31(st) October 
  of Proxy                                                      2018 
 Annual General Meeting                     9.30am on 2(nd) November 
                                                                2018 
 

DEFINITIONS

The following definitions apply throughout this Document and the accompanying Form of Proxy unless the context requires otherwise:

 
 "Annual General Meeting"   the Annual General Meeting of the Company 
  or "AGM"                   convened for 9.30am on 2(nd) November 
                             2018 to approve the Resolutions, or any 
                             adjournment of that meeting 
 "Board" or "Directors"     the Directors of the Company, whose names 
                             are set out on page 3 of this Document 
 "Company"                  Equatorial Mining and Exploration Plc 
 
 "Form of Proxy"            the Form of Proxy for use by Shareholders 
                             at the AGM 
 "Resolutions"              the ordinary resolutions of the Company 
                             set out in the Notice of Meeting on page 
                             6 
 "Shareholders"             the holders of Ordinary Shares 
 

EQUATORIAL MINING AND EXPLORATION PLC

LETTER FROM THE CHAIRMAN

(incorporated and registered in England and Wales with registered number 07496976)

 
 Registered Office: 
 Finsgate, 5-7 Cranwood Street, London 
  EC2M 5EE 
 Directors: 
 

Nicholas Nelson, Chairman

Simon Retter, Non Executive Director

Devon Marais, Non Executive Director

9(th) October 2018

Dear Shareholder,

There is attached to this Document the Notice convening an Annual General Meeting of the Company to be held on 2(nd) November 2018 at the Victory Services Club. Kindly note that the Club enforces a dress code policy and members are required to contact me beforehand should you wish to join the meeting so that the club reception can be informed.

The business of the AGM is set out in the Notice of AGM. The ordinary business of the AGM is the re-election of Simon Retter as a Director of the Company and the re-appointment of Jeffreys Henry LLP as auditors and the adoption of the Annual Report and Accounts.

Authority to allot further Ordinary Shares

It is proposed to grant the Directors authority to allot further Ordinary Shares in accordance with the Companies Act 2006 (the "Act"). Resolutions 6 and 7 deal with the proposal.

To authorise the directors pursuant to Section 551 of the Act

The Act requires that the authority of the Directors to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company should be subject to the approval of Shareholders in General Meeting or to an authority set out in the Company's Articles of Association.

Resolution 4 (a Special Resolution) will be proposed at the AGM, as an ordinary resolution to authorise the Directors to allot unissued shares of the Company up to a total nominal value of GBP400,000, such authority to expire on whichever is the earlier of the conclusion of the annual general meeting of the Company to be held in 2019 or the date falling twelve months after the passing of this resolution.

To disapply the statutory pre-emption rights under Section 561 of the Act

The Act requires that any equity securities issued wholly or partly for cash must be offered to existing Shareholders in proportion to their existing holdings unless otherwise approved by Shareholders in general meeting or excepted under the Company's Articles of Association. Accordingly, a special resolution (resolution 5) will be proposed at the AGM, subject to the passing of resolution 4, to vary the Directors' authority to allot equity securities for cash other than on a pro rata basis. This authority will expire on the date falling twelve months after the passing of this resolution or the date of the annual general meeting to be held in 2019, whichever is the earlier.

ANNUAL General Meeting

At the General Meeting, you will be asked to approve by way of ordinary resolutions:-

1. The adoption of the Annual Report and Accounts for the year ended 31(st) December 2018

2. The re-appointment of Simon Retter under the Articles of Association of the Company as a director of the Company with effect from the date of approval of the resolution re-appointing him as a Non Executive Director.

3. The re-election of Jeffreys Henry as auditors of the Company

You will also be asked, by passing ordinary and special resolutions, to give the Directors authority to issue further Ordinary Shares in the Company up to a maximum of GBP400,000 and to disapply pre-emption rights on any issue of Ordinary Shares wholly or partly for cash in the terms set out in resolutions 4 and 5.

In addition to the above, the board feels that the number of shares in issue has become unwieldy and a hindrance to the day to day running of the company. Accordingly, it is believed to be in the company's best interest to reduce the number of shares in issue via a share consolidation on a 1 for 100 basis. You are being asked to vote on this by way of a Special Resolution (Resolution 6) and the decision as to the timing of the share consolidation will be left to the company.

ACTION TO BE TAKEN

The Form of Proxy for use by Shareholders at the AGM is enclosed with this Document. Please complete and sign the Form of Proxy and return it to the Company's registrars, Share Registrars Limited to be received as soon as possible and, in any event, no later than 6.00pm on TBA 2018.

You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the AGM instead of you. However, the completion and return of the Form of Proxy will not prevent you from attending the AGM and voting in person if you wish to do so. Your attention is drawn to the notes to the Form of Proxy.

RECOMMENDATION

The Board believes that the Resolutions being put to the Shareholders as described in this letter are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the AGM as they intend to do in respect of their own beneficial holdings.

Yours sincerely,

Nicholas Nelson

Chairman

EQUATORIAL MINING AND EXPLORATION PLC

(the "Company")

(incorporated and registered in England and Wales with registered number 07496976)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting of Equatorial Mining and Exploratio Plc will be held at 9.30am on 2(nd) November 2018 at The Victory Services Club, Seymour Street, London (the "Meeting") to consider and, if thought fit, to pass the following ordinary and special resolutions of the Company.

ORDINARY BUSINESS

As ordinary resolutions

   1.       To approve the Annual Report and Accounts for the year to 31(st) December 2018 

2. That Simon Retter, a Director retiring by rotation in accordance with regulation 106 of the Articles of Association of the Company, be and is hereby re-elected as a Director of the Company.

3. To re-appoint Jeffreys Henry LLP as auditors to the Company and to authorise the Directors to fix their remuneration.

SPECIAL BUSINESS

As ordinary resolutions

4. THAT, in accordance with Section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of GBP400,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2019 or the date falling twelve months after the passing of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired. This authority is in substitution for all previous authorities conferred on the Directors in accordance with Section 551 of the Companies Act 2006, but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.

As a special resolution

5. THAT, the Directors be and they are hereby empowered (in substitution for and to the exclusion of any other existing powers save to the extent that the same have been previously exercised) pursuant to Section 551 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) of the Company for cash pursuant to the authority conferred on them by Resolution 6 and to allot relevant securities as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment. This power shall (unless previously revoked or varied by the Company in General Meeting) expire twelve months after the date of the passing of this Resolution or at the conclusion of the Annual General Meeting of the Company to be held in 2019 whichever first occurs 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 such an offer or agreement as if the power conferred hereby had not expired.

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DJ Equatorial Mining & Exploration PLC Annual -8-

6. Share Consolidation. THAT the shares be consolidated on the basis of 1 for 100. That is every 100 shares now held will become 1 share. If approved, the Board will convene a Board meeting at the appropriate time in the next 12 months and at the Board's discretion, instruct the company registrars to proceed with the share consolidation process.

Explanatory notes on all the business to be considered at the Meeting appear on pages 3 to 5 of the Circular.

Dated: 9(th) October 2018

By order of the Board

Nicholas Nelson

Chairman

Registered office: Finsgate, 5-7 Cranwood Street, London EC2M 5EE

Notes:

1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

2. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out below and in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

3. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

To be valid, a form of proxy and the power of attorney or other written authority, if any, under which it is signed, or an office or notarially certified copy in accordance with the Powers of Attorney Act 1971 of such power or written authority, must be delivered to Share Registrars Limited, no later than 9.30am on 31(st) October 2018 (or 48 hours before the time fixed for any adjourned meeting or, in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours before the time appointed for taking the poll at which the proxy is to attend, speak and vote provided that in calculating such periods no account shall be taken of any part of a day that is not a working day and where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, at the meeting at which the poll was demanded).

4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy complete and submit more than one proxy form and make it clear how many shares the proxy has voting rights over. Failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held by you on the record date will result in the proxy appointment being invalid.

5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

6. Use of the proxy form does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

7. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the registrars of the Company, Share Registrars (in the case of a member which is a company, the revocation notice must be executed in accordance with note 10 below).

Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by the registrars of the Company no later than 48 hours before the time fixed for the holding of the Meeting or any adjourned meeting (or in the case of a poll before the time appointed for taking the poll) at which the proxy is to attend, speak and vote.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then your proxy appointment will remain valid.

8. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

9. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

10. In the case of a member which is a company, the form of proxy must be executed under its common seal or under the hand of a duly authorised officer or attorney.

11. Except as provided above, members who have general queries about the Meeting should call Share Registrars Limited on +44 (0) 1252 821390 (no other methods of communication will be accepted).

12. You may not use any electronic address provided either in this notice of annual general meeting or any related documents (including the Chairman's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

NEXUROURWRARAAA

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