Weatherly International PLC 24 June 2005 WEATHERLY INTERNATIONAL PLC ("Weatherly or "the Company") Final results for year ended 31 December 2004 CHAIRMAN'S STATEMENT As shareholders are aware, the Company's shares were restored to trading on the Alternative Investment Market in January 2004 following the Company Voluntary Arrangement ("CVA") with its creditors and a subsequent capital reorganisation and refinancing. Since that time, the Company has been a cash shell with no trading business. This status is reflected in the results for the year to 31 December 2004 when the Company made a loss before tax of £51,172 after taking account of exceptional costs of £23,000 relating to the CVA. The balance was attributable to the necessary costs associated with being a public company. Since January 2004, the Directors have examined several opportunities that might constitute a suitable strategy for the Company to pursue. The Directors are now pleased to report that they have definitive proposals for shareholders to consider which, if approved, will give the Company a new strategic direction. Details of these proposals are set out in the accompanying circular to shareholders. An extraordinary general meeting to consider the proposals will be held immediately following the conclusion of the annual general meeting. In summary, the key aspects of the proposals are: • The appointment to the Board of Wolf Martinick and Rod Webster, both of whom have considerable experience in the mineral resources sector; • A placing at 3p per share to raise approximately £723,500 before expenses, of which Dr Martinick and Mr Webster will subscribe £166,400; • The acquisition of WM Exploration Limited, a company owned by Dr Martinick and Mr Webster, for a consideration of approximately £512,000 to be satisfied in shares issued at 3p per share; and • The issue to Dr Martinick and Mr Webster of warrants to subscribe for up to a further 4,993,958 new Ordinary Shares, half exercisable at 5p per Ordinary Share and half at 12p. Dr Martinick and Mr Webster are investigating a number of potential opportunities, mainly in Africa. These include certain copper mining projects in Zambia, although at this time no definitive agreements have been reached and discussions are continuing. The Directors are hopeful that one of these opportunities will come to fruition in the near future and give a positive new direction for the Company. P Redmond Chairman PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2004 2004 2003 £ £ Turnover - - Cost of sales - - ________ ________ Gross (loss)/profit - - Administrative expenses (31,677) (16,975) Other operating income - - ________ ________ Operating loss (31,677) (16,975) Exceptional items (22,960) (14,979) Interest receivable and 3,465 84 similar income Interest payable and similar - (35) charges ________ ________ Loss on ordinary activities (51,172) (31,905) before taxation Tax on loss on ordinary - - activities ________ ________ Loss on ordinary activities (51,172) (31,905) after taxation ________ ________ Loss per share basic and (0.62)p (6.62)p diluted ________ ________ The profit and loss account has been prepared on the basis that all operations are continuing operations. There are no recognised gains and losses other than those passing through the profit and loss account. BALANCE SHEET AS AT 31 DECEMBER 2004 2004 2003 £ £ £ £ Fixed assets Investments - - - - Current assets Debtors 1,175 - Cash at bank and in hand 130,385 34,604 ________ ________ 131,560 34,604 Creditors: amounts falling due within one year (9,155) (85,978) ________ ________ Net current assets 122,405 (51,374) ________ ________ Total assets less current liabilities 122,405 (51,374) ________ ________ Capital and reserves Called up share capital 282,417 240,750 Share premium account 4,755,990 4,572,706 Profit and loss account (4,916,002) (4,864,830) ________ ________ Shareholders' funds - equity 122,405 (51,374) ________ ________ The financial statements were approved by the Board on 22 June 2005 CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2004 2004 2003 £ £ £ £ Net cash outflow from operating activities (132,635) 3,123 Returns on investments and servicing of finance Interest paid - (35) Interest received 3,465 84 ________ ________ Net cash inflow for returns on investments and 3,465 49 servicing of finance ________ ________ Net cash outflow before management of liquid resources and financing (129,170) - Financing Issue of ordinary share capital 250,000 - Costs of issue (25,049) - ________ ________ Net cash inflow from financing 224,951 - ________ ________ Increase in cash in the year 95,781 3,172 ________ ________ Copies of the accounts will be available at the offices of Morrison & Foerster CityPoint, One Ropemaker Street, London, EC2Y 9AW P. Tel: +44 (0)20 7920 4064 Fax: +44 (0)20 7496 8564 This information is provided by RNS The company news service from the London Stock Exchange