TIDMPGL
RNS Number : 3630S
Peninsular Gold Limited
30 November 2012
30 November 2012
Peninsular Gold Limited
(the "Company" or "Peninsular") (AIM: PGL)
FINAL RESULTS FOR THE YEAR ENDED 30TH JUNE 2012
and
NOTICE OF ANNUAL GENERAL MEETING
Peninsular Gold Limited, the gold production and exploration
group focused in Malaysia, today releases its Final Results for the
year ended 30(th) June 2012.
Financial
-- Profit after tax (PAT) for the Group of GBP3,020,411 (2011: GBP657,283)
-- Earnings per share 3.53p (2011: 0.83p)
-- EBITDA for the year of GBP6,892,013 (2011: GBP4,120,924)
-- GBP18.74m revenue (2011: GBP14.20m) from unhedged gold sales
Operations & Exploration
-- 18,100 ounces of gold produced during the year
-- Estimated 1.02 million tonnes of a mix of tailings and in-situ material processed
-- New drilling targets below the oxide zone identified at Raub
-- New mineralised bodies identified in the Northern Licence Areas
-- Tersang resources of 120,000 ounces defined (JORC) from 5,243,000 tonnes averaging 0.71g/t
Post Period
-- 6,008 ounces of gold produced post for the quarter July to Sept 2012
-- Judicial Review case resolved in favour of Peninsular's
subsidiary Raub Australian Gold Mining Sdn Bhd
-- Financing facility from Bank Kerjasama Rakyat Malaysia Berhad
for up to RM124m obtained Raub Australian Gold Mining Sdn. Bhd
NOTICE OF ANNUAL GENERAL MEETING
Peninsular announces that it has on 29th November 2012 posted to
shareholders notice of
the Annual General Meeting ('AGM') to be held at First Island
House, Peter Street, St
Helier, Jersey on 27(th) December 2012 at 9:00 a.m. A copy of
the notice of AGM will be
made available on the Company's website.
Enquiries:
Dato' Sri Andrew TY Kam Patrick Watson
Chairman and Chief Executive Finance Director
Peninsular Gold Limited Peninsular Gold Ltd.
Tel: +60 (0)3 2698 8381 Tel: +44 (0)7799 885653
------------------------------- ---------------------------
Samantha Harrison / Jen Boorer Colin Rowbury
Nominated Advisor Broker
RFC Ambrian Limited Daniel Stewart & Co. Ltd.
Tel: +44 (0)20 3440 6800 Tel: +44 (0)20 7776 6936
------------------------------- ---------------------------
CHAIRMAN'S STATEMENT
Dear Shareholders,
It is my pleasure to update all of Peninsular Gold's
shareholders on the performance and progress made over the past
year, which has seen Peninsular continue its steady increase in
profit for the third year in a row, since our first year of full
production in 2010.
The profit after tax for the year was GBP3.0m (2011: GBP0.7m), a
significant increase from 2011, resulting from an increase in gold
production to 18,100 ounces (2011: 16,469 ounces) and the higher
average gold prices realised over the year.
During the second half of the year we built up a new operational
team for the Raub plant and mine which has proved effective in
improving the plant's performance and capability. This, together
with the higher grade material processed from the in-situ ore, was
reflected in a stronger second half of the year in which gold
production of 11,479 ounces was 73% higher than during H1 (6,621
ounces).
In addition to the improvement in operations at Raub there have
been a number of exciting developments and identification of new
exploration targets from our geological teams. At Raub a number of
new drilling targets below the oxide zone have been identified and
these will be drilled in Calendar Year ("CY") Q1 2013. In our
Northern Licence Areas ("NLA") we have identified a number of
significant new mineralised bodies that are similar to Tersang and
lie on the same strike between Tersang and Tenggelan. In addition,
at Tersang there has been the confirmation of the previously
unknown mineralised intrusive to the west of the Tersang hill
beneath the alluvium.
Financial Year to 30(th) June, 2012
The profit after tax for the year to 30(th) June, 2012 was
GBP3,020,411 (2011: GBP657,283) from a revenue of GBP18,743,963
(2011: GBP14,198,344). The increase in revenues and profits reflect
the improvement in gold production levels and the gold price, in
particular during the second half of the financial year. EBITDA for
the year was GBP6,892,013 (2011: GBP4,120,924). After the year end,
in September 2012, Peninsular's operating subsidiary, Raub
Australian Gold Mining Sdn. Bhd. obtained an Islamic financing
facility from its existing lender Bank Kerjasama Rakyat Malaysia
Berhad ("The Bank") for up to RM124m. The new facility is a
positive development and has been used to refinance the three
existing facilities with The Bank and gives RAGM greater
flexibility within its cash flow.
Operations
Production at Raub for the year to 30(th) June 2012 increased to
18,100 ounces (2011: 16,469) from the processing of approximately
1,021,000 tonnes of tailings and shallow in-situ material. The
first half of the financial year, to December 2011 comprised almost
entirely of tailings processing whilst the second half to 30(th)
June, 2012 was principally in-situ material.
As reported in March 2012, we encountered difficulties with the
newly installed trommels which were unable to cope effectively with
the more clay like material, particularly within the in-situ
material. This triggered the technical review of the whole front
end of the plant which is currently ongoing with different options
are being considered. In the meantime the operations team has
developed plans to alleviate the front end issue to enable
throughput to be increased in the interim and this has enabled us
to get off to a good start with a CYQ3 production of 6,008 ounces.
Additional improvements currently being implemented are expected to
give a further improvement during CYQ1 2013.
The improved performance of the Raub plant, under the new
operational team, over the second half of the year is encouraging
and we are looking to further strengthen the senior technical team
in the coming months.
Reserve and Resource Inventory
Project JORC Classification Tonnes Grade Contained
Area Project (g/t Troy
Au) Ounces
--------- ------------------------ ------------ ---------- ------ ----------
RAUB Measured Resource East Lode 1,338,000 1.43 62,000
--------- ------------------------ ------------ ---------- ------ ----------
RAUB Indicated Resource East Lode 1,666,000 1.38 74,000
--------- ------------------------ ------------ ---------- ------ ----------
Measured
+
RAUB Indicated Resources East Lode 3,004,000 1.40 136,000
--------- ------------------------ ------------ ---------- ------ ----------
RAUB Inferred Resource East Lode 1,883,000 1.40 82,000
--------- ------------------------ ------------ ---------- ------ ----------
Measured, Indicated
and Total
RAUB Inferred Resources East Lode 4,887,000 1.39 218,000
--------- ------------------------ ------------ ---------- ------ ----------
RAUB Proven Reserves Tailings 8,600,000 0.73 202,000
--------- ------------------------ ------------ ---------- ------ ----------
RAUB Indicated Resource Tailings 1,600,000 0.74 37,200
--------- ------------------------ ------------ ---------- ------ ----------
TERSANG Indicated Resource Tersang 1,185,000 0.73 27,800
--------- ------------------------ ------------ ---------- ------ ----------
TERSANG Inferred Resource Tersang 4,058,000 0.71 92,200
--------- ------------------------ ------------ ---------- ------ ----------
Indicated and Inferred
TERSANG Resources Tersang 5,243,000 0.71 120,000
--------- ------------------------ ------------ ---------- ------ ----------
Notes:
Stated as prior to production commencing in February 2009. Total
production to the end of September 2012 was 60,934 troy ounces.
Values have been rounded to two or three significant figures to
reflect the relative estimation precision of each resource
classification. This rounding has also been applied to summations
of raw values.
The information related to the current reserve and resource
inventory presented in the above table has all been previously
announced to the market. The relevant competent persons for the
different projects are as follows:
1. The Raub (East Lode) project resources were compiled in May
2008 by Kevin Lowe, who is a member of the Australasian Institute
Of Mining and Metallurgy and a full-time employee of Snowden Mining
Industry Consultants, in accordance with the Australasian Code for
Reporting Exploration Results, Mineral Resources and Ore Reserves
known as the JORC Code (JORC, 2004).
2. The Raub (Tailings) project was compiled in September 2007
and June 2008 by Bryan (Mort) Cowan, who is a member of the
Australasian Institute of Mining and Metallurgy, in accordance with
the Australasian Code for Reporting Exploration Results, Mineral
Resources and Ore Reserves known as the JORC Code (JORC, 2004).
3. The Tersang project resources were reported in June 2012 by
Remi Bosc of Arethuse Geology Sarl, who is a Member of the European
Federation of Geologists and an independent consultant in
accordance with the Australasian Code for Reporting Exploration
Results, Mineral Resources and Ore Reserves known as the JORC Code
(JORC 2004).
Exploration
During the last year the Raub diamond drilling programme, along
with all the other available data, has enabled a detailed
structural review to be conducted. This review has identified
several new targets below the oxide zone and the drilling programme
to investigate these targets is expected to commence in CYQ1 2013,
following which the Raub resources may be updated.
During the year we were pleased to announce on 7(th) June 2012
the first JORC resource statement of 120,000 ounces for the Tersang
gold deposit, which is now reflected in the resource inventory
table above.
In the Northern Licence Areas there have been several exciting
new discoveries identified and announced during the year. At
Tersang, a new mineralised intrusive was identified beneath the
alluvium to the west of the Tersang hill and subsequent drilling
confirmed this extension is open to the west.
At Kekabu 2km to the north of Tersang, a 2,000m by 500m
mineralised felsite body similar in nature to the Tersang deposit
was identified and announced on 22(nd) March 2012. Further work in
the region between Tersang and Tenggelan identified several new
mineralised bodies that are also similar in nature to Tersang.
These discoveries are very encouraging for the potential of the
Northern Licence Areas and are presently undergoing further
exploration work by way of ridge and spur, rock and soil grid
sampling.
Judicial Review Outcome
We were pleased to announce on 7(th) September 2012 the
successful conclusion of the long running Judicial Review brought
against Peninsular's operating subsidiary Raub Australian Gold
Mining Sdn Bhd ("RAGM") in Malaysia's highest court of law, the
Federal Court. Five Federal Court judges ruled unanimously to
dismiss the Appellants' appeal and ruled in favour of RAGM
following what has been a long drawn out claim by the Appellants,
which started in 2008. The unanimous decision of the Federal Court
upheld the earlier unanimous decision of the Court of Appeal and
the original decision of the High Court of Malaya.
We believe that the legal resolution of this matter is very
positive news for both RAGM and its employees and the local
community as well as the relevant stakeholders who have long
supported the Raub project and the investment and jobs it has
brought to the Raub district.
We now hope that all parties will respect the Federal Court's
decision and that the matter will now be laid to rest.
Corporate Social Responsibility
As we develop as a significant business in the Raub area, we
have continued to engage with the local communities, authorities
and businesses including welcoming numerous visits by school
children throughout the year. This is an important part of our
routine work as it helps build awareness and trust between the RAGM
business and local stakeholders for the benefit of all sides.
Gold mining was once the main industry in the Raub area and its
resurgence at our Raub mine, the site of the original Raub
Australian Gold Mining company, with modern gold extraction
processes brings with it the opportunity to learn new skills and
knowhow for the local communities.
Strategy and Outlook
We remain focused on developing both the production capability
and resource inventory at Raub as this is the heart of the business
and is key to our future success. As this year progresses we look
forward to another increase in gold production and profitability as
we address the Raub plant's front end constraints. Following the
next phase of drilling at Raub, of the newly defined targets below
the oxide zone, we hope to update and increase the Raub resource
statement.
The NLA are continuing to show that they hold significant
potential with the newly identified mineralized bodies, such as
Kekabu, identified between Tersang and Tenggelan. We will continue
to develop these areas as well as Tersang and Chunchok themselves,
with a view to building a significant resource inventory for the
NLA.
The past year has been one of many challenges that have been met
by the commitment of all our staff across all parts of the business
from the front line operations staff to the head office staff in
their supporting roles and it is my pleasure to thank them all,
once again, for their hard work and dedication.
With the Judicial Review now behind us and a strengthened
operational team in place at Raub and a number of promising new
exploration targets to develop, I believe that Peninsular is now
ready to make greater strides over the coming year. I would
therefore like to take this opportunity to thank all our
shareholders for their ongoing support over the years and I look
forward to updating you all on our progress going forward.
Dato' Sri Andrew Tai Yeow Kam JP
Chairman and Chief Executive
Report of the Directors
For the Year Ended 30(th) June 2012
The directors' present their report and the audited financial
statements for the year ended 30(th) June 2012.
Principal Activities
The principal activities of the Company and its subsidiaries
during the year were the exploration and development of gold
deposits and the production of gold dorébars in the state of Pahang
in Peninsular Malaysia. These activities are performed via the
Company's two wholly owned subsidiaries, Raub Australian Gold
Mining Sdn. Bhd. ("RAGM") and S.E.R.E.M. Malaysia Sdn. Bhd.
("SEREM").
Results and Dividends
The Group made a profit after tax of GBP3,020,411 (2011:
GBP657,283). The directors do not recommend the payment of a
dividend.
Directors
The names of the directors who held office during the year and
to date were:
Dato' Sri Andrew Tai Yeow Kam
Dato' Mohamed Moiz Bin JM Ali Moiz
Dr. Yves Fernand Marcel Cheze
Mr. Timothy Patrick Watson
Directors' Biographies
Dato' Sri Andrew Tai Yeow Kam JP
Chairman and Chief Executive
Dato' Sri Andrew Tai Yeow Kam (age 50) is a British educated,
Malaysian citizen with a law degree from the University of
Buckingham. He is an advocate and solicitor of the High Court of
Malaya having been admitted to the Malaysian Bar in 1988. His
business and entrepreneurial experience, in addition to his long
involvement in gold mining, has included the development and
completion of a large township, development of an orchard project,
and the successful management, over many years, of a major palm oil
mill and plantation.
Dato' Mohamed Moiz Bin JM Ali Moiz
Non Executive Director
Dato' Mohamed Moiz Bin JM Ali Moiz (age 52), is a Malaysian
citizen. He has a degree in Business Administration and
International Finance, graduating in 1985. He worked for Timbco
Sdn. Bhd., a company involved in timber trading, processing and
forestry management as a Project Manager from 1985 to 1986. In 1987
he was appointed CEO of the Tradium Group of companies, which have
interests in property development, fashion retailing,
manufacturing, food and beverage and equity investments. In 1999,
he was appointed Chief Executive Officer of Effective Capital Sdn.
Bhd., a company which successfully undertook the migration of the
central limit order book of securities traded in an over the
counter market in Singapore, from the Central Depository (Pte) Ltd
to the Kuala Lumpur Stock Exchange in June 2000. Currently, he is
the non-independent non-executive chairman of Bandar Raya
Developments Berhad. He also sits on the Boards of Mieco Chipboard
Berhad and several other private companies.
Dr. Yves Fernand Marcel Cheze (Ph.D, B.Sc. and M.Sc.)
Non Executive Director
Dr. Yves Cheze (age 62), a French citizen, studied geology at
the University of Clermont-Ferrand and has over 30 years' worldwide
experience in most aspects of mineral exploration. Most of his
experience has been gained in Western and Eastern Africa,
South-East Asia (including Irian Jaya, Indonesia and over ten years
in Malaysia), Papua New Guinea and both North and South America.
Whilst with the French company BRGM, he was responsible for large
international exploration projects that led to the discovery of
major gold deposits, including the Ariab Gold Belt in Sudan; he was
also Project Manager for feasibility study of a 50 million Euro
programme in Papua New Guinea, for the European Commission. Dr.
Cheze resigned from BRGM in 2001 and subsequently set up his own
geological consulting company in Malaysia where he now lives.
Timothy Patrick Watson (BSc.(Hons.), A.R.S.M., A.C.A.)
Finance Director
Mr. Watson (age 49) is a British citizen who started his career
working with the Anglo American Corporation of South Africa before
attending the Royal School of Mines at Imperial College to read
mining engineering. He graduated in 1985 and returned to Anglo in
South Africa, to work in the gold division before later changing
career to become a Chartered Accountant with KPMG in the UK. His
mining career focused on deep level gold mining operations covering
both production and development.
As a Chartered Accountant he has over sixteen years' experience
in financial and business management in senior roles with KPMG,
Nationwide Building Society, PricewaterhouseCoopers and LogicaCMG
where he headed their UK Consultancy business. His experience
crosses a range of industries, principally focused on advising
finance and business executives in the area of financial and cost
management. He knows Malaysia and South East Asia well, having
previously lived there for many years.
Directors' Emoluments
Directors and Directors' Interests
The directors and their families have the following interests in
the shares of the Company:
1(st) July 2011 30(th) June 2012
Ordinary Shares Ordinary Shares
of GBPNil par value of GBPNil par value
Dato' Sri Andrew Tai Yeow - -
Kam
Dato' Mohamed Moiz Bin
JM Ali Moiz 4,500,000 4,500,000
Dr. Yves Fernand Marcel
Cheze 50,000 50,000
Mr. Timothy Patrick Watson - -
Indirect Interests
Dato' Sri Andrew Tai Yeow
Kam (1) 21,638,869 21,638,869
Dato' Mohamed Moiz Bin - -
JM Ali Moiz
Dr. Yves Fernand Marcel - -
Cheze
Mr. Timothy Patrick Watson - -
(1) Dato' Sri Andrew Tai Yeow Kam's indirect interest in
Peninsular Gold Limited is via his ownership of 99.9% of the shares
of Akay Holdings Sdn. Bhd. and 70% of the shares of Akay Venture
Sdn. Bhd. which owned 15.03% and 14.51% (2011: 15.12% and 14.60%)
of Peninsular Gold Limited respectively at 30(th) June 2012.
At 23(rd) November 2012, the Company was aware of the following
holdings of more than 3% of the issued share capital of the
Company:
Number of %
shares
Akay Holdings Sdn. Bhd. 12,919,840 15.0
Akay Venture Sdn. Bhd. 12,474,213 14.5
Baker Steel Capital Managers LLP 8,500,000 9.9
Dato' Mohamed Moiz Bin JM Ali Moiz 4,500,000 5.2
Matterhorn Investments Management (Asia) 4,000,000 4.7
Limited
Phoenix Gold Fund 3,450,000 4.0
Granite Peak Ltd. 2,920,500 3.4
Events after the Reporting Period
Details are disclosed in Note 25.
The Company is not resident in the United Kingdom and is,
therefore, not a close company within the meaning of the United
Kingdom Income and Corporation Taxes Act 1988.
By order of the Board on 29(th) November 2012
T. P. WATSON
Finance Director
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors'
Report and the financial statements in accordance with applicable
law and regulations.
Jersey Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union and applicable law. Under company law, the
directors must prepare financial statements that give a true and
fair view of the state of affairs of the Company and of the profit
or loss of the Company and Group for that period. In preparing
these financial statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether the financial statements have been prepared in
accordance with IFRS as adopted by the European Union; and
-- prepared the financial statements on the going concern basis
unless it is inappropriate to presume that the Company and Group
will continue in business.
The directors are responsible for keeping proper accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies (Jersey) Law
1991. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website.
Independent Auditor's Report to the Members of Peninsular Gold
Limited
We have audited the Group and Parent Company financial
statements ("the financial statements") of Peninsular Gold Limited
for the year ended 30(th) June 2012 which comprise the Consolidated
and Company Statement of Financial Position, the Consolidated and
Company Statement of Comprehensive Income, the Consolidated and
Company Statement of Changes in Equity, the Consolidated and
Company Statement of Cash Flows, and related notes 1 to 26 The
financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs), as adopted by the European Union.
This report is made solely to the Company's members, as a body,
in accordance with Article 113A of Companies (Jersey) Law 1991. Our
audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of directors and auditor
The directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view. Our responsibility is to audit and express an
opinion on the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
(APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Group's and the Parent Company's circumstances
and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the financial
statements. In addition, we read all the financial and
non-financial information in the Annual Report to identify material
inconsistencies with the audited financial statements. If we become
aware of any apparent material misstatements or inconsistencies we
consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
-- give a true and fair view, in accordance with IFRSs as
adopted by the European Union, of the state of the Group's and
Company's affairs as at 30(th) June 2012 and of the Group's profit
and the Parent Company's loss for the year then ended; and
-- have been properly prepared in accordance with the Companies (Jersey) Law 1991.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies (Jersey) Law 1991 requires us to report to you
if, in our opinion:
-- proper accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the financial statements are not in agreement with the accounting records and returns; or
-- we have not received all the information and explanations we require for our audit.
Michael Simms
For and on behalf of Moore Stephens LLP
Registered Auditors
Chartered Accountants
150 Aldersgate Street
London
EC1A 4AB
Dated: 29(th) November 2012
Consolidated Statement of Financial Position at 30(th) June
2012
(Expressed in United Kingdom Sterling)
Note 30(th) June 30(th) June
2012 2011
GBP GBP
Non-Current Assets
Property, plant and equipment 4 44,906,898 35,653,823
Other intangible assets 5 15,265,137 15,850,582
Mining development expenditure 6 8,309,636 7,512,550
Total Non-Current Assets 68,481,671 59,016,955
Current Assets
Inventories 7 2,264,566 1,169,188
Other receivables 8 1,035,807 1,735,323
Short-term investments 9 107,360 97,860
Cash and cash equivalents 9 180,238 741,761
Total Current Assets 3,587,971 3,744,132
Current Liabilities
Trade and other payables 10 (7,236,192) (4,492,043)
Borrowings - current portion 11 (15,512,869) (6,616,972)
Current tax liability (231,909) (38,519)
Total Current Liabilities (22,980,970) (11,147,534)
Net Current Liabilities (19,392,999) (7,403,402)
Total Assets Less Current
Liabilities 49,088,672 51,613,553
Non-Current Liabilities
Trade and other payables 10 (420,000) (360,000)
Long-term borrowings 11 (10,782,752) (16,311,762)
Total Non-Current Liabilities (11,202,752) (16,671,762)
Net Assets 37,885,920 34,941,791
------------- ---------------
Shareholders' Equity
Share capital 12 - -
Stated capital account 12 40,897,957 40,792,957
Reserves (3,012,037) (5,851,166)
Total Equity 37,885,920 34,941,791
------------- ---------------
The financial statements were approved and authorised for issue
by the Board on 29(th) November 2012
and signed on its behalf by
T. P. WATSON
Finance Director
The accompanying notes form part of these financial
statements
Company Statement of Financial Position at 30(th) June 2012
(Expressed in United Kingdom Sterling)
Note 30(th) June 30(th) June
2012 2011
GBP GBP
Non-Current Assets
Property, plant and equipment 4 457 610
Investment in subsidiaries 3 19,141,581 19,191,506
Total Non-Current Assets 19,142,038 19,192,116
Current Assets
Other receivables 8 16,430,361 16,252,658
Cash and cash equivalents 9 141,297 333,696
Total Current Assets 16,571,658 16,586,354
Current Liabilities
Trade and other payables 10 (3,157,103) (2,454,731)
Total Current Liabilities (3,157,103) (2,454,731)
Net Current Assets 13,414,555 14,131,623
Total Assets Less Current
Liabilities 32,556,593 33,323,739
Non-Current Liabilities
Trade and other payables 10 (420,000) (360,000)
Long-term borrowings 11 (761,564) (811,489)
Total Non-Current Liabilities (1,181,564) (1,171,489)
Net Assets 31,375,029 32,152,250
------------ ------------
Shareholders' Equity
Share capital 12 - -
Stated capital account 12 40,897,957 40,792,957
Reserves (9,522,928) (8,640,707)
Total Equity 31,375,029 32,152,250
------------ ------------
The financial statements were approved and authorised for issue
by the Board on 29(th) November 2012
and signed on its behalf by
T. P. WATSON
Finance Director
The accompanying notes form part of these financial
statements
ConsolidatedStatement of Comprehensive Income
For the Year ended 30(th) June 2012
(Expressed in United Kingdom Sterling)
Note 30(th) June 30(th) June
2012 2011
GBP GBP
Revenue 2(m) 18,743,963 14,198,344
Cost of sales (8,847,209) (7,654,807)
Gross Profit 9,896,754 6,543,537
Other operating expenses (1,364,196) (1,605,742)
Administrative expenses (3,404,443) (2,864,569)
Profit from Operations 14 5,128,115 2,073,226
Financial income 16 3,879 4,951
Finance costs 16 (1,410,430) (1,288,361)
Other income / (expense) :
Loss on foreign exchange (377,376) (61,671)
Other income 2,709 8,893
Profit before Taxation 3,346,897 737,038
Income tax expense 17 (326,486) (79,755)
Profit for the Year 3,020,411 657,283
Other Comprehensive Income:
Exchange difference arising
on
translation of foreign operations (181,282) 35,933
Other Comprehensive Income
for the year (181,282) 35,933
------------ ------------
Total Comprehensive Income
for the Year 2,839,129 693,216
============ ============
Other Comprehensive Income
attributable to shareholders
of the Company 2,839,129 693,216
============ ============
Profit attributable to shareholders
of the Company 19 3,020,411 657,283
Basic earnings per share 19 3.53p 0.83p
============ ============
Diluted earnings per share 19 3.53p 0.80p
============ ============
The accompanying notes form part of these financial
statements
Consolidated Statement of Changes in Equity
For the Year ended 30(th) June 2012
(Expressed in United Kingdom Sterling)
Stated
Share capital Accumulated Capital Translation
capital account losses reserve reserve Total
GBP GBP GBP GBP GBP GBP
At 1(st) July
2010 - 31,616,674 (9,636,403) 456,303 2,635,718 25,072,292
Profit for the
year - - 657,283 - - 657,283
Other Comprehensive
Income:
Exchange difference
arising on translation
of foreign operations - - - - 35,933 35,933
--------- ----------- ------------- -------- ------------- -----------
Total Comprehensive
Income for the
Year - - 657,283 - 35,933 693,216
--------- ----------- ------------- -------- ------------- -----------
Placing and
subscription
of new ordinary
shares
(Note 12) - 9,176,283 - - - 9,176,283
At 30(th) June
2011 - 40,792,957 (8,979,120) 456,303 2,671,651 34,941,791
--------- ----------- ------------- -------- ------------- -----------
Profit for the
year - - 3,020,411 - - 3,020,411
Other Comprehensive
Income:
Exchange difference
arising on translation
of foreign operations - - - - (181,282) (181,282)
--- ----------- ------------ -------- ---------- -----------
Total Comprehensive
Income for the
Year - - 3,020,411 (181,282) 2,839,129
--- ----------- ------------ -------- ---------- -----------
Placing and
subscription
of new ordinary
shares
(Note 12) - 105,000 - - - 105,000
At 30(th) June
2012 - 40,897,957 (5,958,709) 456,303 2,490,369 37,885,920
=== =========== ============ ======== ========== ===========
The accompanying notes form part of these financial
statements
Company Statement of Comprehensive Income
For the Year ended 30(th) June 2012
(Expressed in United Kingdom Sterling)
Note 30(th) June 30(th) June
2012 2011
GBP GBP
Administrative expenses (821,843) (926,626)
Loss from Operations 14 (821,843) (926,626)
Financial income 16 64 1,840
Finance costs 16 (60,650) (61,826)
Other income / (expense)
:
Profit/(loss) on foreign
exchange 208 (374)
Loss before Taxation (882,221) (986,986)
Income tax expense 17 - -
Loss and Total Comprehensive
Income for the Year (882,221) (986,986)
------------ ------------
The accompanying notes form part of these financial
statements
Company Statement of Changes in Equity
For the Year ended 30(th) June 2012
(Expressed in United Kingdom Sterling)
Share Stated capital Accumulated Capital
capital account losses reserve Total
GBP GBP GBP GBP GBP
At 1(st) July
2010 - 31,616,674 (8,110,024) 456,303 23,962,953
Loss and Total
Comprehensive
Income for the
Year - - (986,986) - (986,986)
Placing and subscription
of new ordinary
shares (Note 12) - 9,176,283 - - 9,176,283
At 30(th) June
2011 - 40,792,957 (9,097,010) 456,303 32,152,250
Loss and Total
Comprehensive
Income for the
Year - - (882,221) - (882,221)
Placing and subscription
of new ordinary
shares (Note 12) - 105,000 - - 105,000
At 30(th) June
2012 - 40,897,957 (9,979,231) 456,303 31,375,029
========= ==================== ============== ========== ===================
The accompanying notes form part of these financial
statements
Consolidated Statement of Cash Flows
For the Year ended 30(th) June 2012
(Expressed in United Kingdom Sterling)
30(th) June 30(th) June
Note 2012 2011
GBP GBP
Operating Activities
Profit before taxation 3,346,897 737,038
Adjustments for:
Depreciation of property, plant
and equipment 4 1,483,368 1,397,085
Profit on disposal of fixed assets 16 (5,790) (26,078)
Amortisation of mining development
expenditure 6 465,838 318,350
Amortisation of other intangible
assets 5 585,445 707,130
Interest income 16 (3,879) (4,951)
Preference dividend 16 60,000 60,000
Loss on foreign exchange 377,376 61,671
Finance costs 16 1,350,430 1,228,361
Cash inflow before working capital
changes 7,659,685 4,478,606
Taxation paid (128,228) (41,235)
Changes in working capital:
Decrease/(increase) in other receivables 699,516 (622,589)
Increase in inventories (1,095,378) (278,301)
Increase in trade and other payables 2,498,705 2,025,063
Cash inflow from operating activities 9,634,300 5,561,544
Investing Activities
Purchase of property, plant and
equipment 4 (11,547,077) (15,237,082)
Interest received 3,879 4,951
Proceeds from disposal of fixed
assets 6,094 28,665
Mining development expenditure 6 (1,431,891) (3,414,121)
Placement of fixed deposit 9 (9,500) (5,797)
Cash outflow from investing activities (12,978,495) (18,623,384)
Financing Activities
Proceeds from issue of ordinary
shares 12 105,000 9,176,283
Proceeds from bank loans 11 10,495,733 7,749,501
Repayment of hire purchase obligations (71,601) (61,053)
Repayment of bank loans (7,905,626) (2,702,240)
Finance costs paid (1,061,526) (1,083,878)
Cash inflow from financing activities 1,561,980 13,078,613
------------- ------------------
Net (decrease)/increase in cash
and cash equivalents (1,782,215) 16,773
Foreign exchange translation reserve 1,220,692 (393,542)
Cash and cash equivalents at beginning
of year 741,761 1,118,530
Cash and cash equivalents at end
of year 9 180,238 741,761
------------- ------------------
The accompanying notes form part of these financial
statements
Company Statement of Cash Flows
For the Year ended 30(th) June 2012
(Expressed in United Kingdom Sterling)
Note 30(th) June 30(th) June
2012 2011
GBP GBP
Operating Activities
Loss before taxation (882,221) (986,986)
Adjustments for:
Depreciation of property, plant
and equipment 4 153 152
Interest income 16 (64) (1,840)
Preference dividends 16 60,000 60,000
Finance costs 16 650 1,826
Cash outflow before working capital
changes (821,482) (926,848)
Changes in working capital
Decrease/(increase) in other receivables 55 (8,488,004)
Increase in trade and other payables 288,991 56,527
------------ -------------
Cash outflow from operating activities (532,436) (9,358,325)
Investing Activities
Interest received 64 1,840
Repayment from subsidiaries 235,623 -
Cash inflow from investing activities 235,687 1,840
Financing Activities
Proceeds from issue of ordinary
shares 12 105,000 9,176,283
Finance costs paid (650) (1,826)
------------ -------------
Cash inflow from financing activities 104,350 9,174,457
------------ -------------
Net decrease in cash and cash
equivalents (192,399) (182,028)
Cash and cash equivalents at beginning
of year 333,696 515,724
------------ -------------
Cash and cash equivalents at end
of year 9 141,297 333,696
------------ -------------
The accompanying notes form part of these financial
statements
Notes to the Financial Statements for the Year ended 30(th) June
2012
1. Group and Company Information
Peninsular Gold Limited is a limited liability Company,
incorporated under the laws of Jersey on 8(th) April 2005. The
Company was quoted on AIM from 23(rd) June 2005. Its registered
office is First Island House, Peter Street, St. Helier, Jersey. The
Company's place of domicile is Jersey.
The Group is engaged in the exploration, development and mining
of gold deposits. All of the Group's activities are undertaken in
the state of Pahang, Malaysia.
On 17(th) June 2005 under the terms of share swap agreements,
the Company acquired the whole of the issued share capital of Raub
Australian Gold Mining Sdn. Bhd. ("RAGM") and S.E.R.E.M Malaysia
Sdn. Bhd. ("SEREM").
The subsidiaries were acquired via share swap agreements, which
valued the Peninsular Gold Limited shares issued as consideration
at 50 pence per share. This valuation was provided by an
independent valuer and was based on the gold resources and
exploration grounds held by RAGM and SEREM.
2. Significant Accounting Policies
(a) Basis of preparation
The financial statements have been prepared in accordance with
applicable International Financial Reporting Standards, as adopted
by the European Union ("IFRS").
The financial statements have been prepared on the going concern
basis. At 30(th) June 2012 the Group had net current liabilities of
GBP19.4 million (2011: GBP7.4 million). Of this total, GBP15.5
million (2011: GBP6.6 million) represents the current portion of
bank loans repayable within one year. Current liabilities are
expected to be settled out of operational cashflows derived from
the ramp-up of production and an increase in gold sales in the
coming year, along with additional borrowings to be raised. The
Company is confident of being able to raise additional funds, if
required, to provide the Group with sufficient resources to meet
all obligations as they fall due within the next 12 months.
On 27(th) September 2012, the Group has obtained an Islamic
financing facility for up to RM124,000,000 from its existing
financier Bank Kerjasama Rakyat Malaysia Berhad. The facility has
been used to completely refinance the Group's three existing
Islamic facilities with the Bank which total RM104,080,036. A
profit rate of 2% above the Bank's Base Financing Rate (BFR -
currently 6.60%) is payable monthly and it is repayable over 72
months commencing 1 month from date of first drawdown.
(b) Basis of consolidation
The consolidated financial statements have been prepared under
the historical cost basis other than certain financial instruments
which are measured at fair value. The Group's accounting policies
have been consistently applied to all the periods presented. The
principal policies are set out below.
The Group financial statements include the assets, liabilities
and results of Peninsular Gold Limited together with its
subsidiaries, RAGM and SEREM from the date of acquisition.
All intercompany transactions and balances within the Group are
eliminated in the preparation of the consolidated financial
statements. The financial statements of subsidiaries acquired are
consolidated in the financial statements of the Group from the date
that control commences until the date control ceases, using the
purchase method of accounting.
(c) Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated
depreciation and impairment losses. Depreciation is provided on a
straight-line basis at rates calculated to write off the cost less
estimated residual value of each asset over its expected useful
life, as follows:
Plant and equipment 20%
Buildings 20%
Motor vehicles 20%
Furniture, fittings and equipment 10%
Renovation 10%
Site infrastructure 10%
Leasehold land 10%
Gold production plant and Units of production
retaining pond basis
Tailings storage facility Units of production
basis
Leasehold land refers to a piece of land owned by SEREM covered
by mining certificate MC511.
Assets in the course of construction are capitalised in the
assets under construction account and are not depreciated. Internal
costs such as salaries, travelling and accommodation of staff
directly involved in the development of construction are
capitalised. On completion, the cost of construction is transferred
to the appropriate category of property, plant and equipment and
depreciated accordingly.
(d) Other intangible assets
Other intangible assets comprise principally measured reserves,
indicated and inferred resources and the value of exploration
grounds and licences. These assets have arisen as a result of the
acquisition of RAGM and SEREM. They were independently valued just
prior to the acquisition date of 17th June, 2005. Other intangible
assets are recorded at cost and are reviewed annually for any
indication that those assets have suffered an impairment loss and
any such impairment would then be charged to profit or loss in the
statement of comprehensive income for the period.
Once an intangible mining asset is developed into a producing
asset, the value of the asset is written off over its producing
life using units of production basis.
The portion of the intangible asset that relates to the Raub
tailings project is currently being amortised following the
commencement of the plant's operations at Raub in February 2009.
Reserves and resources have been amortised since July 2009.
(e) Mining development expenditure
Mining development expenditure is capitalised when it is
probable that the projects will be successful and the cost can be
measured reliably. Development expenditure that has been
capitalised is amortised over the life of the interest to which
such costs relate on a units of production basis and will be
recognised in profit or loss in the statement of comprehensive
income upon the commencement of commercial production.
Mining development expenditure comprises costs directly
attributable to:
-- Researching and analysing existing exploration data;
-- Conducting geological studies, exploratory drilling and sampling;
-- Examining and testing extraction and treatment methods;
-- Compiling pre-feasibility and feasibility studies; and
-- Costs incurred in acquiring mineral rights.
Expenses in the categories above include capitalised salaries of
relevant staff according to time spent on a project.
The portion of the mining development expenditure that relates
to the Raub tailings project has been amortised since February 2009
following the commencement of the plant at Raub in February
2009.
The portion of the mining development expenditure that relates
to the Raub oxides has been amortised since December 2011 following
the commencement of the oxide mining in December 2011.
(f) Inventories
Inventories of consumable supplies and spare parts are valued at
the lower of cost and net realisable value. Cost comprises direct
costs and overheads that have been incurred in bringing the
inventories to their present location and condition. The FIFO
method is used for determining costs. Gold is valued at net
realisable value using market price at the year-end, or where
applicable, a forward contract price. Work-in-progress comprises
gold concentrates and gold contained in stockpiled ore as
determined by production records. The cost of work-in-progress
includes the cost of direct materials, labour, and variable and
fixed overheads relating to mining activities and is valued at the
lower of cost and net realisable value.
(g) Trade and other receivables
Trade and other receivables are recognised initially at fair
value and subsequently measured at amortised cost using the
effective interest rate method less appropriate allowances for the
estimated irrecoverable amounts.
(h) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and balances and
deposits with banks which mature within three months of deposit and
have an insignificant risk of changes in value. For the purpose of
the cash flow statement, cash and cash equivalents are presented
net of bank overdrafts.
(i) Impairment
The carrying amounts of assets, other than inventories, deferred
tax assets and financial assets, are reviewed at each financial
reporting date to determine whether there is any indication that
those assets have suffered an impairment loss. If any such
indication exists, the asset's recoverable amount is estimated. An
impairment loss is recognised whenever the carrying amount of an
asset or the cash-generating unit to which it belongs exceeds its
recoverable amount. Impairment losses are recognised in profit or
loss in the statement of comprehensive income.
The recoverable amount is the greater of the asset's net selling
price and its value in use. In assessing value in use, estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. For an
asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the cash-generating unit to
which the asset belongs.
(j) Trade and other payables
Trade and other payables are recognised initially at fair value
and subsequently measured at amortised cost using the effective
interest rate method.
(k) Borrowings and borrowing costs
All loans and borrowings are initially recognised at the fair
value of the consideration received net of direct issue costs
associated with the borrowing. Financing charges, including
premiums payable on settlement or redemption and direct issue
costs, are accounted for on an accruals basis and are expensed as
incurred. The interest component of finance lease payments is
recognised in profit or loss in the statement of comprehensive
income so as to give a constant periodic rate of interest on the
outstanding liability at the end of each accounting period.
Interest on borrowings relating to the financing of capital
projects under construction is capitalised during the construction
phase as part of the cost of the project. Such borrowing costs are
capitalised over the period during which the asset is being
acquired or constructed and borrowings have been incurred.
Capitalisation ceases when the asset is substantially complete and
ready for use.
(l) Leases
Leases in which the Group assumes substantially all the risks
and rewards of ownership are classified as finance leases. Assets
acquired by way of finance leases are stated at an amount equal to
the lower of their fair values and the present value of the minimum
lease payments at the inception of the leases, less accumulated
depreciation and impairment losses.
In calculating the present value of the minimum lease payments,
the discount rate is the interest rate implicit in the lease, if
this is practicable to determine; if not, the Group's incremental
borrowing rate is used.
Payments made under operating leases are recognised in profit or
loss in the statement of comprehensive income on a straight-line
basis over the term of the lease.
(m) Revenue
Revenue is recognised at the fair value of the consideration
received or receivable to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured. Gold sales are recognised when the significant
risks and rewards of ownership are transferred to the buyer.
Amounts are recorded net of value added tax, rebates and
discounts.
(n) Retirement benefit costs
Obligations for contributions to defined contribution plans are
recognised as an expense in profit or loss in the statement of
comprehensive income as incurred.
(o) Income tax
Current tax is provided based on the results for the period.
Deferred tax is recognised on temporary differences between the
carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the liability method.
Deferred tax assets and liabilities are measured at the tax rates
that are expected to apply in the period in which the liability is
settled or the asset realised, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the
reporting period. The carrying amount of deferred tax assets is
reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be
recovered.
(p) Functional and presentation currency
The consolidated financial statements have been presented with
United Kingdom Sterling as the presentation currency as the Company
is incorporated in Jersey with Sterling denominated shares which
are traded on AIM, a market operated by the London Stock
Exchange.
The functional currency of the subsidiaries RAGM and SEREM is
considered to be Malaysian Ringgit, as the major part of financing
and expenses in relation to mining activities, overheads and
corporation tax are in Malaysian Ringgit.
(q) Foreign currency translation
Foreign exchange differences arising on the settlement of items
at rates different from those at which they were initially recorded
are recognised in profit or loss in the statement of comprehensive
income in the period in which they arise.
Subsidiaries are considered as financially, economically and
organisationally autonomous foreign entities. Their reporting
currencies are the respective local currencies. Assets and
liabilities of foreign subsidiaries are translated to United
Kingdom Sterling at the rate of exchange ruling at the financial
reporting date. Revenue and expenses are translated at the average
exchange rates for the year. All resulting translation differences
are included in other comprehensive income.
The closing rates used in the translation of foreign currency
assets and liabilities are as follows:
United Kingdom
Sterling 1.00 Malaysian Ringgit 4.98040
(2011: 4.86480)
The average rate used in translation of foreign currency income
and expenses during the year is as follows:
United Kingdom Malaysian
Sterling 1.00 Ringgit 4.92260
(r) Financial assets and liabilities
Financial assets and liabilities are recognised in the statement
of financial position when the Group has become a party to the
contractual provisions of the instrument.
-- Classification as debt or equity
Debt and equity instruments are classified as either financial
liabilities or as equity in accordance with the substance of the
contractual arrangement.
-- Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Group are recognised
at the proceeds received, net of direct issue costs.
-- Debt instruments
Interest bearing bank loans are initially measured at fair value
(proceeds received, net of direct issue costs), and are
subsequently measured at amortised cost, using the effective
interest rate method.
-- Investments in subsidiaries
Investments held by the Parent Company in subsidiaries are held
at cost less impairment.
-- Financial guarantee contract liabilities
Financial guarantee contract liabilities are measured initially
at their fair values and subsequently measured at the higher of the
amount of the obligation, as determined in accordance with IAS37
and the amount initially recognised less, where appropriate,
cumulative amortisation.
(s) Deferred stripping costs
Stripping costs incurred during the production phase to remove
waste ore are deferred to the statement of financial position and
charged to operating costs on the basis of the average life of the
mine stripping ratio.
The average stripping ratio is calculated as the number of cubic
metres of waste material removed per tonne of ore mined. The
average stripping ratio over the life of the mine is revised
annually in the light of additional knowledge and change in
estimates.
(t) Environment protection, rehabilitation and closure costs
Provision is made for close down, restoration and for
environment clean up costs, where there is a legal or constructive
obligation to do so and when it is quantifiable. Any provision is
reviewed on an annual basis for any changes in cost estimates or
lives of operations.
As at the end of the financial year no such provision has been
made, as the long term mining plan is still in the process of being
prepared and it will be developed further during 2013. As such, a
reasonable estimate of closure and rehabilitation costs cannot be
made at this time.
(u) Judgements in applying accounting policies and sources of uncertainty
Certain amounts included in the financial statements involve the
use of judgement and/or estimation. These are based on management's
best knowledge of the relevant facts and circumstances, having
regard to prior experience. However, judgements and estimations
regarding the future are a key source of uncertainty and actual
results may differ from the amounts included in the financial
statements.
The key areas are summarised below:
(i) Other intangible assets and mining development
expenditure
The recoverability of other intangible assets and mining
development expenditure, including exploration costs, is assessed
based on a judgement about the likely economic feasibility of the
projects.
(ii) Carrying values of property, plant and equipment
The Group periodically makes judgements as to whether its
property, plant and equipment may have been impaired, based on
internal and external factors. Any impairment is based on estimates
of future cash flows.
(iii) Recognition of deferred tax assets
The determination of deferred tax assets relating to carried
forward taxable losses against future taxable profits, as set out
in Note 18.
(iv) Environment protection, rehabilitation and closure
costs
Such provisions require a judgement on likely future
obligations, based on assessment of technical, legal and economic
factors. The ultimate cost of such items is uncertain and cost
estimates can vary in response to many factors, including changes
to the relevant legal requirements and the life of mine.
(v) Provisions and contingent liabilities
Judgements are made on whether a past event has lead to a
potential liability that should be recognised in the financial
statements or disclosed as a contingent liability. When or whether
such a potential liability can be quantified it often involves
judgements and estimations. These judgements are based on a number
of factors including the nature of the claim or dispute, the legal
process and potential amount payable, legal advice received,
previous experience and the probability of a loss being realised.
Several of these factors are a source of uncertainty.
3. Investment in Subsidiaries
Company 2012
GBP
Cost and net book value
At 30(th) June 2010 19,241,431
Amortisation of corporate guarantees (49,925)
------------------
At 30(th) June 2011 19,191,506
(49,925)
Amortisation of corporate guarantees
At 30(th) June 2012 19,141,581
------------------
The Company has issued two corporate guarantees to Bank
Kerjasama Rakyat Malaysia Berhad and a corporate guarantee to
Alkhair International Islamic Bank Berhad for bank facilities
granted to RAGM (Notes 11 and 22). The corporate guarantees are
amortised over the expected life of the loans.
The Company's investment in RAGM is GBP12,365,871 and its
investment in SEREM is GBP6,775,710.
Subsidiary Companies
The consolidated financial statements include the following
subsidiary companies held at 30(th) June 2012:
Subsidiary companies and Nature of Place Ordinary
country of incorporation business of business shares
owned
Raub Australian Gold Mining Gold mining
Sdn. Bhd. ("RAGM") and exploration Malaysia 100%
(Malaysia)
Exploration
and the holding
of exploration
S.E.R.E.M Malaysia Sdn. and mining
Bhd. ("SEREM") rights Malaysia 100%
(Malaysia)
4. Property, Plant and Equipment
Furniture,
fittings
and equipment
Total
GBP GBP
Company
Cost
At 1(st) July
2010 1,524 1,524
Additions - -
At 30(th) June
2011 1,524 1,524
Additions - -
At 30(th) June
2012 1,524 1,524
=============== ========
Accumulated
depreciation
At 1(st) July
2010 762 762
Charge for
the year 152 152
At 30(th) June
2011 914 914
Charge for
the year 153 153
At 30(th) June
2012 1,067 1,067
=============== ========
Net book value
at 30(th)
June 2012 457 457
=============== ========
Net book value
at 30(th)
June 2011 610 610
=============== ========
Gold
production
Furniture, plant
fittings and Tailings Leasehold Site
Plant and Motor and retaining storage land Infra- Assets under Total
equipment Buildings vehicles equipment Renovation pond facility structure construction
Group GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP
Cost
At 1(st) July
2010 3,142,237 438,711 325,967 265,418 204,361 11,561,022 1,819,835 101,897 - 7,922,452 25,781,900
Currency
translation
difference 27,193 3,797 2,821 2,284 1,768 100,049 15,749 882 - 68,561 223,104
Additions 41,015 2,993 133,620 125,997 - 621,333 1,824,486 - 11,057 12,476,581 15,237,082
Disposals - - (49,175) - - - - - - - (49,175)
Reclassification 9,482 - - (9,482) - - - - - - -
At 30(th)
June 2011 3,219,927 445,501 413,233 384,217 206,129 12,282,404 3,660,070 102,779 11,057 20,467,594 41,192,911
Additions 9,523 12,302 184,613 34,235 2,209 1,444,765 1,492,536 - - 8,366,894 11,547,077
Disposal - - (28,145) - - - - - - - (28,145)
Currency
translation
difference (74,738) (10,340) (9,591) (8,883) (4,784) (285,087) (84,954) (2,386) (257) (475,073) (956,093)
At 30(th)
June 2012 3,154,712 447,463 560,110 409,569 203,554 13,442,082 5,067,652 100,393 10,800 28,359,415 51,755,750
========== ========== ========== =========== =========== =========== ========== =========== ========== ============= =============
Gold
production
Furniture, plant
Plant fittings and Tailings Leasehold Assets under
and Motor and retaining storage land Site construction
equipment Buildings vehicles equipment Renovation pond facility Infra-structure Total
Group GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP
Accumulated
depreciation
At 1(st) July
2010 2,424,976 185,709 145,434 110,892 29,023 1,063,160 156,891 30,569 - - 4,146,654
Currency
translation
difference 21,186 1,899 1,560 1,077 340 13,369 2,195 309 2 - 41,937
Charge for the
year 46,127 67,502 69,589 28,719 20,524 960,946 193,013 10,234 431 - 1,397,085
Disposals - - (46,588) - - - - - - - (46,588)
Reclassification 9,122 - - (9,122) - - - - - - -
At 30(th) June
2011 2,501,411 255,110 169,995 131,566 49,887 2,037,475 352,099 41,112 433 - 5,539,088
Currency
translation
difference (58,608) (6,720) (5,123) (3,439) (1,395) (57,212) (12,171) (1,072) (23) - (145,763)
Charge for the
year 47,190 68,776 101,197 35,211 20,445 854,763 344,536 10,157 1,093 - 1,483,368
Disposals - - (27,841) - - - - - - - (27,841)
At 30(th) June
2012 2,489,993 317,166 238,228 163,338 68,937 2,835,026 684,464 50,197 1,503 - 6,848,852
========== ========== ========= =========== =========== ============ ========== =========== ================ ============== ===========
Net book value
at 30(th) June
2012 664,719 130,297 321,882 246,231 134,617 10,607,056 4,383,188 50,196 9,297 28,359,415 44,906,898
Net book value
at 30(th) June
2011 718,516 190,391 243,238 252,651 156,242 10,244,929 3,307,971 61,667 10,624 20,467,594 35,653,823
========== ========== ========= =========== =========== ============ ========== =========== ================ ============== ===========
Assets under construction refer to the additional expansion
construction works in progress for the Carbon-In-Leach plant which,
upon completion will be transferred to gold production plant. The
plant is expected to be commissioned within the second half of the
financial year to 30(th) June 2013. Included in assets under
construction are capitalised borrowing costs amounting to
GBP1,264,120 (2011: GBP773,670). The rate of capitalisation is
17.8% (2011: 6.6%).
Included in property, plant and equipment are motor vehicles
acquired under hire purchase agreements with a net book value of
GBP313,502 (2011: GBP231,237).
Leasehold land is land owned by SEREM which relates to the
mining certificate MC511 area.
5. Other Intangible Assets - Mining Reserves and Resources
SEREM RAGM Group
GBP GBP GBP
Cost
At 1(st) July 2010 ,
30(th) June 2011 and
30(th) June 2012 7,300,483 10,077,995 17,378,478
============ ============= =============
Amortisation
At 1(st) July 2010 - 820,766 820,766
Charge for the year - 707,130 707,130
At 30(th) June 2011 - 1,527,896 1,527,896
Charge for the year - 585,445 585,445
At 30(th) June 2012 - 2,113,341 2,113,341
============ ============= =============
Net book value
15,265
At 30(th) June 2012 7,300,483 7,964,654 15,265,137
============ ============= =============
At 30(th) June 2011 7,300,483 8,550,099 15,850,582
============ ============= =============
Other intangible assets comprise mineral properties including
mining licences and rights.
The Group's mining assets were valued by independent experts
prior to the acquisition of the subsidiaries on 17(th) June 2005
and these valuations were considered to be relevant and unimpaired
at the financial reporting date. The valuation was based upon the
defined reserves, resources and the Group's prospecting interests.
Valuation techniques most relevant to the asset type, as considered
by the independent valuer, were applied and included discounted
cash flows for the defined reserves, comparable transaction method
for the inferred resources and the Geoscience Factor method for
mineral titles. The gold price used for the discounted cash flow
calculation of the reserves at the time of the original valuation
was US$ 420 per ounce. The Group has used a gold price of US$ 1,599
per ounce in the impairment assessment for the current year.
No revenue has been generated from SEREM in the financial years
ended 30(th) June 2012 and 30(th) June 2011 from its mineral
reserves. Hence, there is no amortisation of mining reserves and
resources for SEREM. Management expects this asset to generate a
return. This is evident from the Group's efforts in drilling and
further exploring on the SEREM tenements. Hence, no impairment is
required.
The current profile and amount of gold reserves and resources
are disclosed in the Chairman's Statement.
6. Mining Development Expenditure
SEREM RAGM Group
GBP GBP GBP
Cost
At 30(th) June 2010 681,254 4,079,762 4,761,016
Currency translation
difference 5,896 35,306 41,202
Additions 1,317,637 2,096,484 3,414,121
---------- ---------- ----------
At 30(th) June 2011 2,004,787 6,211,552 8,216,339
Currency translation
difference (46,534) (144,175) (190,709)
Additions 303,498 1,128,393 1,431,891
---------- ---------- ----------
At 30(th) June 2012 2,261,751 7,195,770 9,457,521
========== ========== ==========
Amortisation
At 30(th) June 2010 - 380,767 380,767
Currency translation
difference - 4,672 4,672
Charge for the year - 318,350 318,350
---------- ---------- ----------
At 30(th) June 2011 - 703,789 703,789
Currency translation
difference - (21,742) (21,742)
Charge for the year - 465,838 465,838
At 30(th) June 2012 - 1,147,885 1,147,885
========== ========== ==========
Net book value
At 30(th) June 2012 2,261,751 6,047,885 8,309,636
========== ========== ==========
At 30(th) June 2011 2,004,787 5,507,763 7,512,550
========== ========== ==========
Mining development expenditure principally comprises exploration
related costs incurred for the Raub and Tersang project areas. No
revenue has been generated from SEREM in the financial years ended
30(th) June 2012 and 30(th) June 2011. Hence, there has been no
amortisation of mining development expenditure for SEREM. The
directors are of the view that future gold production activities
will be sufficiently economically viable to offset the mining
development expenditure capitalised in the financial
statements.
7. Inventories
Group 2012 2011
GBP GBP
Spare parts and consumables 624,248 497,490
Ore stockpiles 1,075,599 -
Work-in-progress 549,390 477,081
Finished goods 15,329 194,617
2,264,566 1,169,188
========== ==========
Despite the commencement of mining operations during the year
ended 30(th) June 2009, the level of deferred stripping relating to
the tailing project has not been significant and consequently, no
deferred stripping adjustment has been made during the years ended
30(th) June 2012 or 30(th) June 2011.
Ore stockpiles have been accumulated since the start of
extracting oxide ore material in December 2011.
8. Other receivables
Group Company
2012 2011 2012 2011
GBP GBP GBP GBP
Other receivables 1,035,807 1,735,323 100 155
Amounts due from
subsidiaries - - 16,430,261 16,252,503
1,035,807 1,735,323 16,430,361 16,252,658
========== ========== =========== ===========
The amounts due from subsidiaries are unsecured, interest free
and repayable on demand.
9. Cash and Cash Equivalents
Group Company
2012 2011 2012 2011
GBP GBP GBP GBP
Cash at bank and
in hand 180,238 741,761 141,297 333,696
======== ======== ======== ========
A fixed deposit of GBP107,360 (2011 : GBP97,860) with a licensed
bank has not been included in cash and cash equivalents as it had a
maturity exceeding three months at inception. It has been reported
in short term investments. The deposit is pledged to financial
institutions, for bank guarantees issued on behalf of RAGM in
favour of the Malaysian Director General of Customs and Tenaga
National Berhad.
10. Trade and Other Payables
Group Company
2012 2011 2012 2011
GBP GBP GBP GBP
Trade payables 5,130,331 3,061,956 17,300 29,028
Other payables and accrued
expenses 2,525,861 1,790,087 773,719 413,000
Amounts due to subsidiaries - - 2,786,084 2,372,703
---------- ---------- ---------- ----------
7,656,192 4,852,043 3,577,103 2,814,731
Less : non-current portion (420,000) (360,000) (420,000) (360,000)
7,236,192 4,492,043 3,157,103 2,454,731
========== ========== ========== ==========
Included in other payables and accrued expenses are accrued
preference dividends of GBP420,000 (2011: GBP360,000). The amounts
are not deemed payable within 12 months of the financial reporting
date.
The amounts due to subsidiaries are unsecured, interest free and
repayable on demand.
Included in other payables of the Company is GBP263,743 (2011:
GBPNil) payable to directors of the Company. These amounts are
unsecured, interest free and payable on demand. These amounts have
been settled since the year end.
11. Borrowings
Group Company
2012 2011 2012 2011
GBP GBP GBP GBP
Bank loans 25,316,917 22,030,623 - -
Preference shares
- debt portion (Note
12) 664,000 664,000 664,000 664,000
Corporate guarantees
issued to financial
institution for bank
facilities granted
to its subsidiary - - 97,564 147,489
Hire purchase obligations 314,704 234,111 - -
26,295,621 22,928,734 761,564 811,489
Less : current portion (15,512,869) (6,616,972) - -
10,782,752 16,311,762 761,564 811,489
============= ============ ======== ========
Bank loans
In the year ended 30(th) June 2009, RAGM obtained bank loans of
GBP11,158,306 (after deducting transaction costs). The loan is
repayable in 60 monthly instalments commencing from 28(th) February
2009. As at 30(th) June 2012, the balance outstanding is
GBP5,667,583.
An additional financing facility was granted to RAGM in August
2009 as disclosed in Note 22(d). This loan is repayable over 48
monthly instalments from July 2011. As at 30(th) June 2012, the
balance outstanding is GBP15,843,655. During the year, RAGM made a
drawdown of GBP6,690,054 and a repayment of GBP7,905,626.
The loans are secured by way of a debenture over all the assets
and undertakings of RAGM, a third party charge over a property
owned by a company under common control and corporate guarantees
provided by the parent company.
The bank loans with Bank Kerjasama Rakyat Malaysia Berhad are
subjected to interest at a rate of 2% per annum above the lender's
base lending rate, which was 6.60% during the year ended 30(th)
June 2012.
During the year 2012, RAGM obtained a bank loan of GBP3,805,679
(USD 6,000,000) with Alkhair International Islamic Bank Berhad
repayable within one year of the first drawdown.
The loan is secured by way of a debenture ranking after Bank
Kerjasama Rakyat Malaysia Berhad and undertakings of RAGM, a third
party fourth legal charge over a property owned by a company under
common control and corporate guarantees provided by the parent
company.
The bank loan is subject to interest at a rate of 2.75% above
the Financier's 3 months cost of funds, which was 5.48% during the
year ended 30(th) June 2012.
Hire purchase obligations
Hire purchase agreements are subject to fixed interest rates
ranging from 2.62% to 3.65% (2011 : 2.65% to 4.65%) per annum.
Borrowings are summarised as follows:
Effective Within Within
interest one - two -
rate Within two five
per annum one year years years Total
Group % GBP GBP GBP GBP
At 30(th) June
2012
Bank loans 9.96 15,450,954 8,379,403 1,486,560 25,316,917
Preference shares 6.17 - - 664,000 664,000
Hire purchase obligations 3.13 61,915 59,000 193,789 314,704
15,512,869 8,438,403 2,344,349 26,295,621
=========== =========== ========== =============
At 30(th) June
2011
Bank loans 8.60 6,574,645 10,810,154 4,645,824 22,030,623
Preference shares 6.00 - - 664,000 664,000
Hire purchase obligations 3.43 42,327 42,180 149,604 234,111
6,616,972 10,852,334 5,459,428 22,928,734
=========== =========== ========== =============
Hire purchase obligations
Group 2012 2011
GBP GBP
Repayable within one year 75,114 54,063
Repayable between one and five years 305,776 233,384
380,890 287,447
Finance charges and interest allocated
to future accounting periods (66,186) (53,336)
314,704 234,111
Included in liabilities falling
due within one year (61,915) (42,327)
Included in liabilities falling
due more than one year 252,789 191,784
========= =========
12. Share Capital and Stated Capital Account
(a) Share Capital
Group & Company 2012 2011
GBP GBP
Authorised
Unlimited ordinary shares of GBPNil - -
par value each
- -
===== =====
Allotted, called up and fully paid
85,986,550 (2011: 85,461,550) ordinary - -
shares of GBPNil par value each
2,000,000 (2011: 2,000,000) preference - -
shares of GBPNil par value each
- -
===== =====
Reconciliation of Share Holdings Ordinary Preference
Shares in issue as at 30(th) June
2010 66,317,550 2,000,000
New shares issued via placing 16,644,000 -
Issue of new ordinary shares 2,500,000 -
Shares in issue as at 30(th) June
2011 85,461,550 2,000,000
New shares issued via placing 525,000 -
Shares in issue as at 30(th) June
2012 85,986,550 2,000,000
=========== ===========
The authorised share capital of the Company at 30(th) June 2012
is an unlimited number of shares of no par value designated as
ordinary shares and an unlimited number of shares of no par value
designated as preference shares.
The Company has one class of ordinary shares which carry no
right to fixed income.
During the year, 525,000 new ordinary shares of no par value in
the Company at 20p per share were issued. The gross proceeds of the
share issue were GBP105,000.
2,560,000 redeemable, convertible 6% preference shares were
issued at GBP0.50 per share on 27(th) May 2005. As at 30(th) June
2012 and 30(th) June 2011, there were 2,000,000 preference shares
in issue.
The preference shares carry no right to vote save in certain
limited circumstances including where the Company proposes to
reduce its capital, wind itself up or dispose of the whole of its
property and business. Payment of dividends is subject to Jersey
Companies Law, the availability of distributable profits and the
discretion of the Board. Redemption price equals issue price of
preference shares plus all dividends accrued at Redemption
Date.
The preference shares may be converted into ordinary shares at
the option of the holder. The rate of conversion is determined by
application of a formula that could result in every 4 preference
shares being converted into 5 ordinary shares.
The preference shares are redeemable at the option of the
Company either in cash or through the issue of ordinary shares to
the preference share holder. The number of ordinary shares issued
is determined by application of a formula that could result in the
issue of 5 ordinary shares for every 4 preference shares. The
Company does not expect to redeem further preference shares within
two years of the financial reporting date.
(b) Stated Capital Account
Group & Company 2012 2011
GBP GBP
At 30(th) June 2011 40,792,957 31,616,674
Additions 105,000 9,176,283
At 30(th) June 2012 40,897,957 40,792,957
=========== ===========
Warrants
On 24(th) February 2009 the Company issued 5 million cashless
warrants and 5 million warrants exercisable at a price of 30p per
ordinary share to R3 Capital Partners Master LP. None of the
warrants were exercised and expired on 19(th) July 2012. The
warrants issued formed part of the consideration with respect to
the repurchase of convertible loan notes in a prior year. There is
no impact on dividend per share with respect to the warrants issued
as the Company has not declared any dividend.
13. Segmental Information
Currently the business has one business segment comprising the
production and sale of gold doré bars in Malaysia. Accordingly, no
analysis of segment revenues or results of net assets has been
presented.
During the years ended 30(th) June 2012 and 2011, the Group
generated all its revenues from gold sales to a single customer in
Australia, to whom it ships all its gold doré bars for refining.
For the year ended 30(th) June 2012 revenues of GBP18.7 million
arose from these sales of gold (2011 : GBP14.2 million).
14. Profit/(Loss) From Operations
Profit/(loss) from operations for the year is arrived at after
charging the following:
Group Company
2012 2011 2012 2011
Cost of sales GBP GBP GBP GBP
Costs of production 7,599,992 6,454,658 - -
Depreciation of property,
plant and equipment 1,247,217 1,200,149 - -
Operating & administrative
expenses
Depreciation of property,
plant and equipment 236,151 196,936 153 152
Audit fees 81,393 63,643 56,000 53,000
Amortisation of mining
development expenditure 465,838 318,350 - -
Amortisation of other
intangible assets 585,445 707,130 - -
Key management personnel
compensation 784,900 766,240 466,667 468,889
Rental of premises 140,267 153,503 - -
Rental of property, plant
and equipment - 10,712 - -
Profit on disposal of
fixed assets 5,790 26,077 - -
========== ========== ========= =========
15. Employees
Group Company
2012 2011 2012 2011
GBP GBP GBP GBP
Wages and salaries 2,177,568 2,131,859 466,667 468,889
Social security costs 17,106 15,050 - -
Other pension costs 153,702 130,172 - -
2,348,376 2,277,081 466,667 468,889
========== ========== ======== ========
The average monthly number of employees during the year was as
follows:-
Group Company
2012 2011 2012 2011
Administration 36 33 2 2
Production 204 193 - -
240 226 2 2
===== ===== ===== =====
16. Financial (Loss) / Income
Group Company
2012 2011 2012 2011
Finance costs: GBP GBP GBP GBP
Bank loan interest 738,293 833,834 - -
Other financial charges 336,086 262,089 650 1,826
Amortisation of transaction
costs 276,051 132,438 - -
Preference dividends 60,000 60,000 60,000 60,000
1,410,430 1,288,361 60,650 61,826
Financial income: GBP GBP GBP GBP
Interest income 3,879 4,951 64 1,840
3,879 4,951 64 1,840
======== ======== ==== ========
Net financial (loss)
/ income (1,406,551) (1,283,410) (586) 14
============ ============ ====== =========
17. Income Tax Expense
With effect from 1(st) January 2009, the status of exempt
company ceased to exist and the Company is subject to Jersey income
tax at a rate of 0% (2011: 0%). The Company's subsidiary RAGM has
Pioneer tax status which allows an 85% tax exemption on statutory
income for a period of 5 years commencing 1(st) April 2009. Thus
the effective tax rate is 3.75% (2011: 3.75%). Income tax for the
financial year is derived by using the Malaysian tax rate of 25%
(2011: 25%).
Tax reconciliation:
Group
2012 2011
GBP GBP
Profit before taxation 3,346,897 737,038
========== ============
Income tax using Malaysian tax
rate 836,724 184,260
Disallowed expenses 1,053,505 462,162
Tax exempt under Pioneer Status (1,395,751) (362,309)
Effect of timing difference on
mining allowance and capital allowance (239,532) -
Utilisation of losses brought forward
and previous years capital allowance - (222,296)
Effect of lower tax rate for Malaysian
Companies with share capital below
RM2.5 million - (2,997)
Underprovision in prior year 71,540 20,935
Taxation charge 326,486 79,755
========== ============
18. Deferred Taxation
No deferred tax asset has been recognised in respect of the
following items:
Group 2012 2011
GBP GBP
Unabsorbed capital allowance and mining
allowance 34,156 1,398,134
Unutilised tax losses 4,973,985 4,899,378
5,008,141 6,297,512
========== ===========
One of the Company's subsidiaries, RAGM has received a
confirmation from the Malaysian Industrial Development Authority,
the government's principal agency for the promotion and
coordination of industrial development in Malaysia, that RAGM's
Raub Tailings Project is entitled to "Pioneer Status". Under the
Pioneer Status scheme, RAGM will be entitled to 85% tax exemption
on its statutory income from the project for a period of 5 years
commencing on the day that production reaches 30% of its planned
capacity. Production from the tailings operations began in February
2009. RAGM's production reached 30% of its planned capacity in
April 2009.
The unutilised tax losses do not expire under the Malaysian tax
legislation but cannot be offset against taxable profits during the
'Pioneer' period. As a result of uncertainty of recoverability of
these taxable losses, a deferred tax asset has not been recognised
at 30(th) June 2012. If there is a substantial change in
shareholders (more than 50%) however, the unutilised tax losses
will not be available to the Group.
19. Earnings Per Share
(a) Basic Earnings Per Share
The basic earnings per share for the year is 3.53p (2011 : 0.83p
). The calculation of the basic earnings per share is based on the
profit for the year of GBP3,020,411 (2011 : GBP657,283). The
weighted average number of shares in issue during the year was
85,465,853 (2011 : 79,072,969 shares).
(b) Diluted Earnings Per Share
The diluted earnings per share for the year is 3.53p (2011 :
0.80p). The calculation of the diluted earnings per share is based
on the profit for the year of GBP3,020,411 (2011 : GBP657,283). The
weighted average number of shares during the year was 85,465,853
(2011 : 82,443,317 shares). The redeemable preference shares are
non-dilutive.
Basic earnings per share 2012 2011
GBP GBP
Earnings used in calculation 3,020,411 657,283
----------- -----------
Weighted average number of
ordinary shares 85,465,853 79,072,969
----------- -----------
Basic earnings per share 3.53p 0.83p
=========== ===========
Diluted earnings per share 2012 2011
GBP GBP
Earnings used in calculation 3,020,411 657,283
----------- -----------
Weighted average number of
ordinary shares 85,465,853 79,072,969
Conversion of warrants for
nil consideration - 3,370,348
----------- -----------
85,465,853 82,443,317
----------- -----------
Diluted earnings per share 3.53p 0.80p
=========== ===========
The average share price for the year was 26.5p, which was lower
than the exercise price of the warrants of 30.0p. Hence, the effect
of the conversion of warrants on earnings per share has been
disregarded.
20. Capital Commitments
Group 2012 2011
GBP GBP
Authorised and contracted for 10,012,846 6,953,763
=========== ==========
The above amounts at 30(th) June 2012 and 2011 relate to a
commitment for the expansion of the Carbon-in-Leach Plant (CIL),
which is expected to be commissioned within the second half of the
financial year to 30(th) June 2013.
21. Key Management Personnel Compensation
Group Company
2012 2011 2012 2011
GBP GBP GBP GBP
Short term benefits 784,900 766,240 466,667 468,889
======== ======== ======== ========
Key management personnel comprise directors and individuals
having authority and responsibility for planning, directing and
controlling all activities of the entity either directly or
indirectly.
Directors' emoluments of the Company are as follows:-
Directors' emoluments 2012 2011
GBP GBP
Company
Dato' Sri Andrew Tai Yeow Kam 250,000 250,000
Mr. Timothy Patrick Watson 166,667 168,889
Dato' Mohamed Moiz Bin JM Ali Moiz 25,000 25,000
Dr.Yves Fernand Marcel Cheze 25,000 25,000
-------- --------
466,667 468,889
======== ========
Dato' Sri Andrew Tai Yeow Kam also receives GBP7,313 (2011 :
GBP7,400) of directors fees from Raub Australian Gold Mining Sdn
Bhd, a subsidiary of the Company.
There is no share option scheme, long term incentive plan or
awards in place. The Company does not make any contributions to any
pension scheme.
22. Related Party Transactions
As a result of Dato' Sri Andrew Tai Yeow Kam's 99.9% interest in
Akay Holdings Sdn. Bhd. and 70% interest in Akay Venture Sdn. Bhd
and the substantial shareholding of Akay Holdings Sdn. Bhd. and
Akay Venture Sdn. Bhd. in the Company and Dato' Mohamed Moiz Bin JM
Ali Moiz's substantial shareholding in the Company, the following
are considered related party transactions:
(a) On 9(th) June 2011, RAGM was granted by Akay Holdings Sdn.
Bhd. a registered permit to undertake mining activities on the 1669
Mining Lease for a period of one year expiring on 30(th) July 2012,
which was subsequently extended on 25(th) May 2012 to 30(th) July
2013. Provided that RAGM does not breach the terms of the permit,
Akay Holdings Sdn. Bhd. will grant an annual extension of the
permit until expiry of the 1669 Mining Lease on 31(st) December
2017. The Group pay Akay Holdings Sdn. Bhd. GBP2,031 annually under
this agreement to permit the Group to carry out gold mining
activity at Raub, Pahang. The Directors are confident that the
permit will be renewed once it expires.
(b) On 10(th) February 2009, Raub Australian Gold Mining Sdn
Bhd, Peninsular Gold Limited and Akay Holdings Sdn Bhd entered into
a financing agreement whereby RAGM agrees to pay Akay an annual fee
of RM960,000 (GBP195,643) for the term of the agreement for
creating a charge in favour of Bank Kerjasama Rakyat Malaysia
Berhad. This was to enable RAGM to secure a RM69 million facility
under the Bai' Al-Inah Term Financing-i, as disclosed in Note 11 to
the financial statements.
(c) On 7(th) August 2009, Raub Australian Gold Mining Sdn Bhd,
Peninsular Gold Limited and Akay Holdings Sdn Bhd entered into a
financing agreement whereby RAGM agreed to pay Akay Holdings Sdh
Bhd an annual fee of RM1,390,000 (GBP283,275) for the term of
agreement for creating a charge in favour of Bank Kerjasama Rakyat
Malaysia Berhad. This was to enable RAGM to secure a RM100 million
facility under the Bai' Al-Inah Term Financing-i, as disclosed in
Note 11 to the financial statements.
(d) On 10(th) February 2009 and 7(th) August 2009, the Company
issued corporate guarantees in favour of Bank Kerjasama Rakyat
Malaysia Berhad. This was to enable RAGM to secure RM69 million and
RM100 million facilities under the Bai' Al-Inah Term Financing-i,
as disclosed in Note 11 to the financial statements.
(e) On 9(th) June 2011, RAGM was granted by Akay Holdings Sdn
Bhd an unregistered Permit To Mine to undertake mining activities
on Mining Certificate No. PL 533 for a period of one year expiring
on 8(th) July 2012. It was subsequently extended to 8(th) July
2013. During the year, RAGM paid GBP234,031 (2011: GBPNil) to Akay
Holdings Sdn Bhd as royalties for mining oxide.
(f) On 12(th) December 2011, the Company issued a corporate
guarantee in favour of Alkhair International Islamic Bank Berhad to
enable RAGM to secure a Commodity Murabaha facility of up to USD6
million.
(g) As at 30(th) June 2012, there is an amount of GBP263,743
(2011: GBPNil) owing to the directors of Peninsular Gold Limited,
as disclosed in Note 10. This relates to unpaid directors' fees and
expenses. The amounts are interest free and unsecured. This amount
has since been paid.
23. Financial Risk Management
The Group's activities expose it to a variety of financial
risks, including the effects of changes in commodity prices,
exchange rates, interest rates, credit and liquidity risks. The
Board reviews and agrees policies for managing each of these risks.
The Group does not currently have a policy of using financial
derivatives to mitigate these risks. The following information is
presented in order to assist users of the financial statements in
assessing the extent of risk related to financial instruments.
2012 2011
GBP GBP
Financial assets, at amortised
cost
Cash and bank balances 180,238 741,761
Fixed deposit 107,360 97,860
Other receivables 1,035,807 1,735,323
1,323,405 2,574,944
=========== ===========
Financial liabilities, at amortised
cost
Trade and other payables 7,656,192 4,852,043
Hire purchase creditors 314,704 234,111
Other long-term liabilities 25,980,917 22,694,623
33,951,813 27,780,777
=========== ===========
Fair value of financial assets and liabilities
Fair value is defined as the amount at which the financial
instruments could be exchanged in a current transaction between
knowledgeable, willing parties in an arms-length transaction, other
than a forced sale or liquidation. Management consider that the
carrying amounts of the financial assets and liabilities
approximate to their estimated fair values.
Commodity price risk
The Group is subject to commodity price risk. Management does
not consider it necessary to mitigate this risk. At 30(th) June
2012, the spot price of gold was USD 1,599 per ounce (30(th) June
2011: USD 1,505 per ounce).
Credit risk
Management has a credit policy in place and the exposure to
credit risk is monitored on an ongoing basis to ensure that the
Group only deals with well established counterparties, including
international banks and reputable third parties. At the reporting
date, the main areas of significant concentration of credit risk
include cash and cash equivalents and prepaid capital costs within
other receivables.
Interest rate risk
The Group is mainly exposed to interest rate risk through the
variable rate loans and holding of cash and cash equivalents. The
Group adopts a practice to periodically seek for alternative
facilities, which provide competitive interest rates to finance
and/or refinance its working capital requirements.
The Group finances its operations via equity fundraising and
bank loans bearing a margin of 2% per annum above the lender's base
financing rate, currently 6.60% and loans bearing a margin of 2.75%
per annum above the lender's 3 months cost of funds, which is 5.48%
at year end. Hire purchase arrangements are subject to fixed
interest rates ranging from 2.62% to 3.65% per annum. The Group has
not entered into interest rate swap arrangements to mitigate
interest rate risk.
If interest rates had been 1% higher/lower and all other
variables were held constant, the impact would be as follows:
Group Company
2012 2011 2012 2011
GBP GBP GBP GBP
Increase or decrease in
profit/(loss) 253,169 220,306 - -
Liquidity risk
The Group maintains a level of cash and cash equivalents and
bank facilities deemed adequate by management to finance the
Group's operations and to mitigate the effects of fluctuations in
cash flows. The maturity profile of the undiscounted financial
liabilities expected to be settled in cash, is disclosed below:
Within
one - Within
Within two two - five
one year years years Total
Group GBP GBP GBP GBP
At 30(th) June 2012
Bank loans 15,848,922 9,884,497 2,301,483 28,034,902
Hire purchase
obligations 75,114 75,114 230,661 380,889
Trade and other
payables 7,236,192 - 420,000 7,656,192
23,160,228 9,959,611 2,952,144 36,071,983
At 30(th) June 2011
Bank loans 9,417,865 13,095,867 3,991,783 26,505,515
Hire purchase
obligations 54,063 52,211 181,173 287,447
Trade and other
payables 4,492,043 - 360,000 4,852,043
13,963,971 13,148,078 4,532,956 31,645,005
During the recent uncertainty and shortage of funds in the
financial markets, the Group has nonetheless
raised both debt and equity funding when required.
Exchange rate risk
The Group undertakes certain transactions denominated in foreign
currencies, namely Malaysian Ringgit, US Dollars and Australian
Dollars and is therefore exposed to exchange rate risk associated
with a fluctuation in the relative values of these currencies.
Exchange rate risk is mitigated to the extent considered
necessary by the Board of Directors, through holding the relevant
currencies.
The carrying amount of the Group's currency denominated monetary
assets and monetary liabilities at the reporting date are as
follows:
Assets Liabilities
2012 2011 2012 2011
GBP GBP GBP GBP
GB Pounds Sterling 141,397 333,852 1,488,373 1,253,517
US Dollars 1,428 133,821 69,219 57,608
Australian Dollars 1,226 83,509 372,632 184,063
Malaysian Ringgit 1,179,354 2,023,762 32,566,717 27,027,514
The following table illustrates the Group's sensitivity to the
fluctuation of the major currencies in which it transacts. A 10%
movement against United Kingdom Sterling has been applied to each
currency in the table above, representing management's assessment
of a reasonably possible change in foreign currency rates, and all
other variables were held constant:
Malaysian Ringgit
currency impact
2012 2011
GBP GBP
Profit and loss
- Strengthened against
GBP (3,138,736) (2,500,375)
- Weakened against
GBP 3,138,736 2,500,375
Other comprehensive
income
- Strengthened against - -
GBP
- Weakened against - -
GBP
The Group does not enter into forward exchange contracts to
hedge its foreign currency exposure. However, the Board keeps this
policy under review.
Capital risk management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders subject to maintaining sufficient financial
flexibility to undertake its investment plans. The Group monitors
capital on the basis of the debt to adjusted capital ratio.
Adjusted capital of the Group is summarised as follows:
2012 2011
GBP GBP
Short-term investments (107,360) (97,860)
Cash and cash equivalents (180,238) (741,761)
Borrowings 26,295,621 22,928,734
Total equity 37,885,920 34,941,791
63,893,943 57,030,904
Gearing ratio (debt / adjusted
capital) 41.2% 40.2%
24. Recent Accounting Pronouncements
At the end of the reporting period, the following Standards and
Interpretations applicable to the Group were in issue but not yet
effective:
-- IAS 1 - Presentation of Financial Statements
Guidance in Issue but Not in Force - Not EU Endorsed:
-- IAS 1 - Presentation of Financial Statements
-- IAS 12 - Income Taxes
-- IAS 19 - Defined Benefit Schemes
-- IAS 27 - Consolidated and Separate Financial Statements
-- IAS 28 - Investments in Associates and Joint Ventures
-- IAS 39 - Financial Instruments: Recognition and Measurement
-- IFRS 3 - Business Combinations
-- IFRS 7 - Financial Instruments: Disclosures
-- IFRS 9 - Financial Instruments
-- IFRS 10 - Consolidated Financial Statements
-- IFRS 11 - Joint Arrangements
-- IFRS 12 - Disclosure of Interests in Other Entities
-- IFRS 13 - Fair Value Measurement
Management anticipates that the adoption of these Standards and
Interpretations in future periods will have no material impact on
the results and financial position presented in these financial
statements other than changes to the disclosures required in the
financial statements.
On 19(th) October 2011, the IASB issued IFRIC 20 "Stripping
Costs in the Production Phase of a Surface Mine", which is
effective for periods beginning on or after 1(st) January 2013.
Current production at Raub has been from tailings and hence
stripping costs incurred to date have been minimal. Management are
currently considering the effect IFRIC 20 will have on their
treatment of the stripping costs that will be incurred as the mine
develops.
25. Events after the Reporting Period
On 27(th) September 2012, the Company obtained an Islamic
financing facility for up to RM124,000,000 from its existing
financier Bank Kerjasama Rakyat Malaysia Berhad. The facility has
been used to refinance the Company's three existing Islamic
facilities with the Bank which had a total balance of
RM104,080,036. An interest rate of 2% above the Bank's Base
Financing Rate (BFR - currently 6.60%) is payable monthly and it is
repayable over 72 months commencing 1 month from date of first
drawdown.
To facilitate the grant of the New Facility, Peninsular Gold
Limited ("PGL") has entered into an Agreement with Akay Holdings
Sdn. Bhd. ("Akay"), a related party, varying the term upon which
Akay has previously provided third party fixed legal charges to the
Bank over a piece of land known as Pajakan Lombong 1669, Lot No.
17478, Bukit Koman, Mukim Gali, District of Raub, Pahang owned by
Akay and agreed to grant the New Charge to the Bank as security for
the New Facility. The Agreement provides for a reduction in the
aggregate annual fee payable to Akay from RM2,350,000 to
RM1,700,000 and extends these annual fee payments until the New
Charge is released or discharged.
On 7(th) September 2012, the Judicial Review which was brought
against the Company's subsidiary RAGM (see Note 26) has concluded
with the dismissal by the Federal Court of the appeal and the
Appellants with costs of RM15,000 awarded to RAGM.
26. Contingent Liability
Application for Judicial Review
An application for leave for judicial review ("Application") was
filed by four individuals ("Applicants") concerning an
environmental approval granted by the Malaysian Department of
Environment to Raub Australian Gold Mining Sdn Bhd ("RAGM") in
1997. The Director General of the Department of Environment in
Malaysia and RAGM were named as the first and second respondents
respectively. The Applicants sought an extension of time from the
High Court of Malaya to proceed with their Application in light of
the inordinate period of time which has passed since the granting
of the environmental approval.
On 1(st) June 2009, the High Court of Malaya at Kuala Lumpur, in
holding that there was no basis to grant an extension of time for
leave for judicial review out of time, dismissed the Application in
its entirety. This decision was upheld by the Court of Appeal of
Malaysia on 3(rd) August 2011.
Full detail of the proceedings has been disclosed in the
financial statements of the previous year, which are available at
www.peninsulargold.com.
The Applicants appealed to the Federal Court against the
decision of the Court of Appeal and on 6th September 2012, the
Judicial Review concluded with the dismissal of the appeal and
costs of RM15,000 were awarded to RAGM.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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