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

FR BKCDDABDDPDB

Peninsular Gold (LSE:PGL)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Peninsular Gold Charts.
Peninsular Gold (LSE:PGL)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Peninsular Gold Charts.