Namibian Resources(NBR)

Sector:

Mining

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FTSE AIM All-Share

Market Cap

£1.55m

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3.88p

Annual Report and Accounts

Namibian Resources PLC
31 August 2007



31 August 2007

Namibian Resources Plc (the "Company")

Annual Report and Accounts


Further to the announcement regarding the posting of the Annual Report and
Accounts, the Chairman's statement, profit and loss, balance sheet, and cash
flow statements, with related notes, as extracted from the Annual Report and
Accounts are set out below. The full text of the Annual Report and Accounts can
be found at the Company's website at http://www.namibianresources.com/
investor.html.





For further information, please contact:



Namibian Resources
Tony Carlton                                           +44 (0)20 8726 0900

Collins Stewart Europe Limited
Adrian Hadden                                          +44 (0)20 7523 8350


Chairman's statement







YEAR ENDED 28 FEBRUARY 2007

The year to 28 February 2007 was very satisfactory.  An extensive exploration
and sampling programme was embarked upon in October 2006 and has continued into
the new financial year. This will enable the company to identify and consolidate
a number of resources into reserves to create an ongoing continuous mining
programme.  So far the results of this sampling programme are very encouraging
particularly in relation to diamond size.  Ground water is still encountered
from the flood in April 2006, which slowed progress.  However this valuable work
will reward us well in the future.



Turnover to the 28 February 2007 was £504,542 against £484,030 to the end of the
2006 Financial year, an operating loss of £8,486 against an operating loss of
£73,837 for the year ended 2006.



The profit on ordinary activities after interest receivable is £26,068 to the
end of 28 February 2007 against a loss of £64,373 to the 28 February 2006.



Cash at bank as at 28 February 2007 was £372,188 and the company has no
borrowings.



We look forward to announcing a favourable result of our sampling programme
prior to the AGM.



The company's Annual General Meeting will be held on Wednesday 3 October.







Lord Sheppard of Didgemere KCVO Kt

Chairman





28 August 2007









Consolidated profit and loss account for the year ended 28 February 2007




                                                      Note                       2007                       2006
                                                                                    £                          £
Turnover                                                 2                    504,542                    484,030
Cost of sales                                                               (202,565)                  (352,178)
                                                                             ________                   ________
Gross profit                                                                  301,977                    131,852

Administrative expenses                                                     (310,463)                  (205,689)
                                                                             ________                   ________
Operating loss                                           4                    (8,486)                   (73,837)

Other interest receivable and similar income                                  34,554                      9,464
                                                                             ________                   ________
Profit / (Loss) on ordinary activities
                                                                              £26,068                  £(64,373)
before and after taxation

Earnings per share (pence)                               6
Basic                                                                            0.07                     (0.19)
Diluted                                                                          0.06                     (0.17)





All amounts relate to continuing activities.


Consolidated statement of total recognised gains and losses for the year ended
28 February 2007



                                                                                2007                        2006
                                                                                   £                           £
                                                                              26,068                    (64,373)
Profit / (Loss) for the financial year

Currency translation differences on foreign
currency net investments                                                   (548,824)                     147,655
                                                                            ________                    ________
Total recognised gains and losses for the year                            £(522,756)                     £83,282
                                                                            ________                    ________





Consolidated balance sheet at 28 February 2007






                                     Note            2007            2007               2006               2006
                                                        £               £                  £                  £
Fixed assets
Intangible assets:
Mining rights                           8                         652,878                               755,093
Tangible assets                         9                       1,172,047                             1,506,284
                                                                 ________                              ________
                                                                1,824,925                             2,261,377
Current assets
Stock                                  11          35,948                             34,644
Debtors                                12          23,518                             31,375
Cash at bank and in hand                          372,188                            488,755
                                                 ________                           ________
                                                  431,654                            554,774
Creditors: amounts falling
due within one year                    13        (37,847)                           (74,663)
                                                 ________                           ________
Net current assets                                                393,807                               480,111
                                                                 ________                              ________
Total assets less current
liabilities                                                    £2,218,732                            £2,741,488
                                                                 ________                              ________

Capital and reserves
Called up share capital                15                       3,792,246                             3,792,246
Share premium account                  16                         359,384                               359,384
Profit and loss account                17                     (1,932,898)                           (1,410,142)
                                                                 ________                              ________

Shareholders' funds - equity                                   £2,218,732                            £2,741,488
                                                                 ________                              ________






Company balance sheet at 28 February 2007


                                   Note              2007               2007               2006              2006
                                                        £                  £                  £                 £
Fixed assets
Investments                          10                            2,887,489                            2,802,763
Tangible assets                       9                                    -                                  494
                                                                   2,887,489                            2,803,257
Current assets
Debtors                              12                 -                                11,750
Cash at bank and in hand                          208,432                               399,821
                                                 ________                              ________
                                                  208,432                               411,571

Creditors: amounts falling due
within one year                      13          (19,357)                              (12,945)
                                                 ________                              ________
Net current assets                                                   189,075                              398,626
                                                                    ________                             ________

Total assets less current                                         £3,076,564                           £3,201,883
liabilities                                                         ________                             ________

Capital and reserves
Called up share capital              15                            3,792,246                            3,792,246
Share premium account                16                              359,384                              359,384
Profit and loss account              17                          (1,075,066)                            (949,747)
                                                                    ________                             ________

Shareholders' funds -equity                                       £3,076,564                           £3,201,883
                                                                    ________                             ________






Consolidated cash flow statement for the year ended 28 February 2007


                                                                       Note                2007             2006
                                                                                              £                £
Net cash inflow from operating activities                                19              60,992           69,607

Returns on investments and servicing
of finance
Interest received                                                                        34,554            9,464

Investing Activities

Payments to acquire intangible assets                                                  (74,582)         (28,387)
Payments to acquire tangible fixed assets                                             (137,531)        (288,374)
                                                                                       ________         ________
Net cash outflow before management
of liquid resources and financing                                                     (116,567)        (237,690)

Financing
Issue of shares and exercise of warrants and options                                          -          508,473
                                                                                       ________         ________

(Decrease) / Increase in cash in the year                                21          £(116,567)         £270,783
                                                                                       ________         ________






Notes forming part of the financial statements for the year ended 28 February
2007


1      Accounting policies



The financial statements have been prepared under the historical cost convention
and are in accordance with applicable accounting standards.  The following
principal accounting policies have been applied:



Basis of consolidation



The consolidated profit and loss account and balance sheet include the financial
statements of the company and its subsidiary undertakings made up to 28 February
2007.  The results of subsidiaries sold or acquired are included in the profit
and loss account up to, or from the date control passes.  Intra-group sales and
profits are eliminated fully on consolidation.



The results of a holding in Oletu Investments Holdings (see Note 10) have not
been consolidated on account of it being immaterial.



Going Concern



The company's ability to continue as a going concern depends on the prospects of
future profitable trade. To date, the company and the group have accumulated
trading losses since the commencement of mining activities and there are
inherent uncertainties in the mining industry which make it impossible to
predict when the company will achieve sustainable profits. Nevertheless, the
directors remain confident that the company and the group will trade profitably
in the foreseeable future and will be able to continue to meet its liabilities
as they fall due.



Turnover



Turnover represents sales to NAMDEB Diamond Corporation (Proprietary) Limited
("NAMDEB") at invoiced amounts less sales tax and trade discounts.  Turnover is
recognised when diamonds are delivered to NAMDEB.



Mining rights



Mining rights are carried at cost less accumulated amortisation.  Amortisation
is calculated to write off the cost in approximate equal annual instalments over
the period of the concession.



Tangible fixed assets and depreciation



Tangible fixed assets are stated at cost less depreciation.  Depreciation is
provided at rates calculated to write off the costs less the estimated residual
value of each asset over its expected useful life, as follows:


Motor Vehicles            -                8-10 years
Plant and machinery       -                10 -20 years
Office Equipment          -                3 years



Leasing



Rentals payable under operating leases are charged against income on a
straight-line basis over the lease term.



Investments



            Fixed asset investments are stated at cost less provision for
diminution in value.



Stock



Stock represents inventories of consumable stores, held at the lower of cost and
net realisable value.



Deferred taxation



Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the balance sheet date except that the
recognition of deferred tax assets is limited to the extent that the company
anticipates making sufficient taxable profits in the future to absorb the
reversal of the underlying timing differences.



Deferred tax balances are not discounted.



Foreign currency translation



Monetary assets and liabilities denominated in foreign currencies are translated
into sterling at the rates of exchange ruling at the balance sheet date.
Transactions in foreign currencies are recorded at the rate ruling at the date
of the transaction.



The results of overseas operations and the balance sheets are translated at the
rates ruling at the balance sheet date.  Exchange differences arising on
translation of opening assets are reported in the statement of total recognised
gains and losses.  All other exchange differences are included in the profit and
loss account.



2      Turnover



The total turnover of the group for the year has been derived from its principal
activity, mining, wholly undertaken by its subsidiary in Namibia, Sonnberg
Diamonds (Namibia) (Proprietary) Limited ("Sonnberg").  All sales are made in
Namibia and the majority of assets are also located in Namibia.



3      Employees
                                                                                        2007                2006
                                                                                           £                   £
Staff costs consist of:

Directors remuneration                                                                55,000              55,000
Wages and salaries                                                                     8,756              19,273
Social security costs                                                                  7,040               6,768
                                                                                    ________            ________







The average monthly number of employees, (including directors),
during the year was:
                                                                                      Number              Number
Staff of subsidiary                                                                       12                  10
Staff of head office                                                                       1                   1
Directors                                                                                  4                   5
                                                                                    ________            ________
                                                                                          17                  16
                                                                                    ________            ________




4      Operating loss


                                                                                       2007                 2006
                                                                                          £                    £
This has been arrived at after charging:
Depreciation                                                                        112,571              126,534
Amortisation                                                                          7,354               13,009
Operating lease rentals - land and buildings                                          7,200                7,768
Auditors' remuneration
(company - £12,994 (2006 - £9,211))                                                  23,887               12,124
                                                                                   ________             ________





5      Taxation on loss on ordinary activities



There has been no tax payable in this or the previous year due to the
availability of losses.


                                                                                     2007                    2006
                                                                                        £                       £

Profit/(Loss)on ordinary activities before tax                                     26,068                (64,373)
                                                                                 ________                ________

Profit/(Loss) on ordinary activities at the standard rate
of corporation tax in the UK of 30% (2006 - 30%)
                                                                                    7,820                (19,312)
Effects of:
Tax losses                                                                        (7,820)                  19,312
                                                                                 ________                ________

Current tax charge for year                                                             -                       -
                                                                                 ________                ________


A deferred tax asset of £458,231 (2006 - £711,728) relating to losses in the
subsidiary undertakings has not been recognised due to uncertainty regarding the
availability of suitable taxable profits against which the losses can be
recovered.



6      Earnings per share



Earnings per share has been calculated using the weighted average number of
shares in issue during the relevant financial periods.  The weighted average
number of shares in issue is 37,922,460 (2006 - 34,264,560) and the profit,
being the profit after tax, is £26,068 (2006 loss - £64,373).



Diluted profit per share has been calculated using a weighted average number of
shares of 41,672,460 (2006 - 37,764,560), which includes the share options in
issue at the start and end of the year.



7      Loss for the financial period



As permitted by Section 230 of the Companies Act 1985, the holding company's
profit and loss account has been included in these financial statements.  The
loss for the financial year is made up as follows:


                                                                                             2007            2006
Holding company's loss for the financial year                                          £(125,319)      £(158,410)
                                                                                         ________        ________




8      Intangible fixed assets
                                                                                                   Mining rights
 Group                                                                                                         £
Cost
At 1 March 2006                                                                                        1,383,417
Additions                                                                                                 74,582
Exchange adjustments                                                                                   (310,439)
                                                                                                        ________

At 28 February 2007                                                                                    1,147,560
                                                                                                        ________
Amortisation
At 1 March 2006                                                                                          628,324
Charge for the year                                                                                        7,354
Exchange adjustments                                                                                   (140,996)
                                                                                                        ________


At 28 February 2007                                                                                      494,682
                                                                                                        ________
  Net book value
At 28 February 2007                                                                                     £652,878
                                                                                                        ________


At 28 February 2006                                                                                     £755,093
                                                                                                        ________

9      Tangible fixed assets
                                           Office equipment    Plant & machinery motor                    Total
                                                                               vehicle
                                                          £                          £                        £
 Group
Cost
At 1 March 2006                                       4,857                  2,514,126                2,518,983
Additions                                                 -                    137,531                  137,531
Exchange adjustments                                (1,616)                (1,226,596)              (1,228,212)
                                                   ________                   ________                 ________


At 28 February 2007                                   3,241                  1,425,061                1,428,302
                                                   ________                   ________                 ________

Depreciation
At 1 March 2006                                       1,528                  1,011,171                1,012,699
Charge for the year                                     912                    111,659                  112,571
Exchange adjustments                                  (741)                  (868,274)                (869,015)
                                                   ________                   ________                 ________

At 28 February 2007                                   1,699                    254,556                  256,255
                                                   ________                   ________                 ________

Net book Value
At 28 February 2007                                  £1,542                 £1,170,505               £1,172,047
                                                   ________                   ________                 ________

At 28 February 2006                                  £3,329                 £1,502,955               £1,506,284
                                                   ________                   ________                 ________


 Company                                                                                        Office equipment
                                                                                                               £

At 1 March 2006 and 28 February 2007                                                                       1,482
                                                                                                        ________
Depreciation
At 1 March 2006                                                                                              988
Charge for the year                                                                                          494
                                                                                                        ________
At 28 February 2007                                                                                        1,482
                                                                                                        ________
Net book value
At 28 February 2007                                                                                           £-
                                                                                                        ________

At 28 February 2006                                                                                         £494
                                                                                                        ________





10    Fixed asset investments
                                                Group undertakings        Loans to group                   Total
                                                                            undertakings
                                                                 £                     £                       £
 Company
At 1 March 2006                                          2,064,225             1,867,074               3,931,299
Additions                                                        -                84,726                  84,726
                                                          ________              ________                ________
At 28 February 2007                                      2,064,225             1,951,800               4,016,025
                                                          ________              ________                ________
Provisions for diminution in value
At 1 March 2006 and 28 February 2007                       628,536               500,000               1,128,536
                                                          ________              ________                ________
Net book value
At 28 February 2007                                     £1,435,689            £1,451,800              £2,887,489
                                                          ________              ________                ________

At 28 February 2006                                     £1,435,689            £1,367,074              £2,802,763
                                                          ________              ________                ________



Investment in group undertakings includes

•         100% holding in Sonnberg Diamonds (Namibia) (Proprietary) Limited, a
          mining company incorporated in Namibia.

•         75% holding in Oletu Investment Holding (Propertary) Limited a company
          incorporated in Namibia.  The company has yet to trade.



11        Stock
                                                                                            Group           Group
                                                                                             2007            2006
        Consumable stores                                                                 £35,948         £34,644
                                                                                         ________        ________



12        Debtors
                                                Group                 Group            Company          Company
                                                 2007                  2006               2007             2006
                                                    £                     £                  £                £
Trade debtors                                  23,518                19,625                  -                -
Prepayments                                         -                11,750                  -           11,750
                                             ________              ________           ________         ________

                                              £23,518               £31,375                 £-          £11,750
                                             ________              ________           ________         ________



        All amounts fall due for repayment within one year.



13    Creditors: amounts falling due within one year


                                                     Group               Group            Company         Company
                                                      2007                2006               2007            2006
                                                         £                   £                  £               £
Trade creditors and accruals                       £37,847             £74,663            £19,357         £12,945
                                                  ________            ________           ________        ________



14    Derivatives and other financial instruments



Financial instruments policies and strategies



During the period since its incorporation, the group has financed its business
with the cash it has raised through the issue of shares.  It has used these
funds to acquire and develop business in Namibia.  The main risk arising from
the group's financial instruments is foreign currency risk.



At 28 February 2007, the group's financial instruments comprised cash and
short-term debtors and creditors arising directly from its operations.  The
group's primary treasury activity has been the management of cash.  This has
been held so as to maximise interest earned without compromising the group's
need for flexibility in meeting its cash needs.  The group is not currently
actively pursuing a strategy of acquiring investments.



Although the group is based in the UK, it has a significant investment in
Namibia.  As a result, the group's sterling balance sheet can be significantly
affected by movements in the Namibian Dollar/Sterling exchange rates.



Sales of diamonds are denominated in Namibian Dollars but the price obtained is
dependent on market prices set in US Dollars.  The group incurs costs in both
Sterling and Namibian Dollars.



The group has not entered into any derivative transactions during the year.



Short-term debtors and creditors have been excluded from the numerical
disclosures below.


Interest rate risk profile of financial assets:                                             Floating rate
                                                                                      2007                2006
                                                                                         £                   £
Sterling                                                                           163,756             459,821
Namibian dollar                                                                    208,432              28,934
                                                                                  ________            ________
                                                                                  £372,188            £488,755
                                                                                  ________            ________





The financial assets comprise short-term cash deposits. The group does not have
any material interest bearing financial liabilities. As the group's principal
financial instruments is cash, the directors do not consider there to be a
material difference between the book and fair value of the group's financial
assets.






15    Share capital


Shares                                                       2007           2006           2007             2006
                                                           Number         Number              £                £
Authorised
500,000,000 ordinary shares of 10p each               500,000,000    500,000,000    £50,000,000      £50,000,000
                                                       __________      _________      _________       __________
Allotted, called up and fully paid
Ordinary shares of 10p each                            37,922,460     37,922,460     £3,792,246       £3,792,246
                                                       __________      _________     __________       __________


            Options


The company has in issue the following options to subscribe for ordinary shares:


                                                                                             2007            2006
                                                                                           Number          Number
At 1 March 2006 and 28 February 2007                                                    3,750,000       3,750,000
                                                                                        _________       _________



These options are exercisable between 11 February 2004 and 11 February 2009 at
an exercise price of £0.15. As at 28 February 2007 all options were still
outstanding.



16    Share premium account


 Group and Company                                                                         Share premium account
At 1 March 2006 and 28 February 2007                                                                    £359,384
                                                                                                        ________



17    Profit and loss account

 Group                                                                                                         £
At 1 March 2006                                                                                      (1,410,142)
Profit  for the year                                                                                      26,068
Foreign currency translation differences                                                               (548,824)
                                                                                                        ________
At 28 February 2007                                                                                 £(1,932,898)
                                                                                                        ________

 Company                                                                                                       £
At 1 March 2006                                                                                        (949,747)
Loss for the year                                                                                      (125,319)
                                                                                                        ________
At 28 February 2007                                                                                 £(1,075,066)
                                                                                                        ________

18    Reconciliation of movements in shareholders' funds
                                                                               2007                        2006
                                                                                  £                           £
 Group
Profit / (Loss) for the financial year                                       26,068                    (64,373)
Other recognised gains and losses                                         (548,824)                     147,655
Issue of shares and exercise of warrants and options                              -                     508,473
                                                                           ________                    ________
                                                                          (522,756)                     591,755
Opening shareholders' funds                                               2,741,488                   2,149,733
                                                                           ________                    ________
Closing shareholders' funds                                              £2,218,732                  £2,741,488
                                                                           ________                    ________

                                                                               2007                        2006
 Company                                                                          £                           £

Loss for the financial year                                               (125,319)                   (158,410)
Issue of shares                                                                   -                     508,473
                                                                           ________                    ________

                                                                          (125,319)                     350,063
Opening shareholders' funds                                               3,201,883                   2,851,820
                                                                           ________                    ________

Closing shareholders' funds                                              £3,076,564                  £3,201,883
                                                                           ________                    ________





19    Reconciliation of operating loss to net cash outflow from operating
activities


                                                                                     2007                  2006
                                                                                        £                     £
Operating loss                                                                    (8,486)              (73,837)
Depreciation of tangible assets                                                   112,571               126,534
Amortisation of intangible assets                                                   7,354                13,009
(Increase) in stock                                                                (1,304)              (34,644)
Decrease/(increase) in debtors                                                      7,857               (6,012)
(Decrease)/increase in creditors                                                 (36,816)                26,405
Net effect of foreign exchange differences                                       (20,184)                18,152

Net cash inflow from operating activities                                         £60,992               £69,607
                                                                                 ________              ________



20    Analysis of net debt
                                                      At 1 March 2006       Cash flow        At 28 February 2007
                                                                    £               £                          £
Net cash:
     Cash at bank and in hand                                £488,755      £(116,567)                   £372,188
                                                             ________        ________                   ________






21    Reconciliation of net cash flow to movement in net funds
                                                                       2007                                  2006
                                                                          £                                     £
(Decrease) / Increase in cash for the year                        (116,567)                               270,783
                                                                   ________                              ________

Movement in net funds in the year                                 (116,567)                               270,783
Opening net funds                                                   488,755                               217,972
                                                                   ________                              ________

Closing net funds                                                  £372,188                              £488,755
                                                                   ________                              ________



22   Contingent liabilities



The mining contract undertaken by the group requires the subsidiary, Sonnberg,
to remove all equipment and installations and to rehabilitate all disturbed
areas once mining activities have ceased.



Sonnberg pay 1% of sales to a fund held by NAMDEB Diamond Corporation
(Proprietary) Limited, to provide for the costs of environmental rehabilitation.
The directors' best estimate is that there is no additional liability at the
balance sheet date to the contributions already made to this fund.  Accordingly,
no provision has been made.



23    Commitments under operating leases



As at 28 February 2007, the company had annual commitments under non-cancellable
operating leases as set out below:
                                                                       2007                                  2006
                                                         Land and buildings                    Land and buildings
                                                                          £                                     £
    Expiring in less than one year                                    2,400                                 2,968
                                                                   ________                              ________




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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