Annual Report 2011 - Tally | MoneyAnnual Report Kolar Gold Limited Frances House, Sir William Place...
Transcript of Annual Report 2011 - Tally | MoneyAnnual Report Kolar Gold Limited Frances House, Sir William Place...
Annual Report
Kolar Gold LimitedFrances House, Sir William PlaceSt. Peter Port, Guernsey, GY1 4HQ Tel: +44 (0) 1481 723 573Fax: +44 (0) 1481 732 131Email: [email protected] Website: www.kolargold.com.au
2011
Kolar Gold Limited
Directors’ Report and Financial Statements
30 June 2011
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Table of contents
Directors, Company Secretary and Advisers 2
Company Summary 3
Chairman’s Report 4‐6
CEO’S Report 8‐10
Board of Directors 11
Directors’ Report 12‐15
Consolidated Statement of Comprehensive Income 16
Consolidated Statement of Financial Position 17
Consolidated Statement of Change in Equity 18
Consolidated Statement of Cash Flows 19
Notes to the Financial Statements 21‐50
Independent Auditor’s Report 51
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Directors, Company Secretary and Advisers Directors Harvinderpal Singh Hungin (Non‐Executive Chairman) Nicholas Taylor Spencer (Chief Executive Officer) Richard Lewis Johnson (Chief Operating Officer) Stephen Charles Coe (Non‐Executive Director) Stephen Douglas Oke (Non‐Executive Director) Shiv Vikram Khemka (Non‐Executive Director) Registered Office of the Company Frances House Sir William Place St. Peter Port Guernsey GY1 4HQ
English Counsel to the Company Memery Crystal LLP 44 Southampton Buildings London WC2A 1AP United Kingdom
Administrator and Company Secretary Ardel Fund Services Limited Frances House Sir William Place St. Peter Port Guernsey GY1 4HQ
Indian Counsel to the Company Singhania & Partners LLP S & P House H ‐ 186, Sector – 63 Noida – 201 301 Delhi, India
Nominated Adviser and Joint Broker Cenkos Securities plc 6.7.8 Tokenhouse Yard London EC2R 7AS United Kingdom
Guernsey Counsel to the Company Carey Olsen 8‐10 Throgmorton Avenue London EC2N 2DL United Kingdom
66 Hanover Street Edinburgh EH2 1EL United Kingdom
Mauritian Counsel to the Company Juristconsult Chambers Level 6, Newton Tower Sir William Newton Street
Joint Broker Ocean Equities Limited
Port Louis, Mauritius
3 Copthall Avenue Australian Counsel to the Company London EC2R 7BH United Kingdom
Hynes Lawyers Level 1, 25 Montpelier Road Bowen Hills Qld 4006
Auditors KPMG Audit Plc 15 Canada Square
PO Box 196, Fortitude Valley Queensland 4006 Australia
London E14 5GL United Kingdom Financial/Public Relations Tavistock Communications 131 Finsbury Pavement London EC2A 1NT United Kingdom
Registrars Computershare (Guernsey)Limited Kingsway House Havilland Street PO Box 393 St. Peter Port Guernsey GY1 3FN
Competent Person Mining Associates Pty Ltd Level 4, 67 St Paul’s Terrace PO Box 161 Spring Hill Queensland 4004 Australia
Company’s telephone number 00 44 (0)1481 723573 Company’s website www.kolargold.com.au
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Company Summary Kolar Gold Limited Kolar Gold Limited (“Kolar Gold”, “KGL”, “the Group” or “the Company”) is a Guernsey registered company and its shares are traded on the Alternative Investment Market of the London Stock Exchange (AIM). It has an internationally experienced board and has secured option rights to, and exploration plans in, the Kolar Gold Projects. The Company has secured its rights over the Kolar Gold Projects by entering into two agreements with Geomysore Services India (Private) Limited (“GMSI”) for a total consideration of £6.9 million (£2.2 million of which has already been paid). These tenement rights consist of one granted licence and thirteen licence applications held/made by GMSI in Southern India. The agreements are the Option Agreement and the Mine Operator Agreement. These agreements work in tandem with each other so that when an option is granted to Kolar Gold over a Kolar Gold Project under the Option Agreement, Kolar Gold is then given exploration and mining rights to that Prospect under the Mine Operator Agreement. The Company has entered into a shareholders’ agreement with SUN Mining, part of the SUN Group which has both a significant presence in Delhi and gold exploration and mine development experience, whereby SUN Mining has become a shareholder in the Company and may increase its shareholding in return for assisting the Company with its strategy. Objectives The Group aims to become a leading Indian gold explorer, developer and operator. In order to do this, the Group intends in the medium term to: • explore and develop the gold potential of licences as and when they are granted • increase the Inferred and Indicated JORC1 compliant resource base in areas of known mineralisation and
identify extensions to existing deposits and new zones of mineralisation; • continue to pursue the potential acquisition of the Bharat Gold Mines Limited (“BGML”) Assets with the BGML
ex‐employee groups; and • establish cooperative local community relationships. In the longer term, the Group intends to: • develop, mine and operate the Kolar Gold Projects2 (should exploration be successful); • continue to pursue the potential acquisition of the BGML Assets with the BGML ex‐employee groups; and • actively pursue further opportunities in gold projects in India which could potentially add value to the Group.
1 the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, 2004 2 one granted Prospecting Licence (“South Kolar”), and applications for six further Prospecting Licences, four
Mining Leases and three Reconnaissance Permits.
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Chairman’s Report Dear Shareholder, I am pleased to present my first Chairman’s Report to the shareholders of Kolar Gold Limited. I take this opportunity to thank all of our loyal, long‐standing shareholders for their support and welcome those new shareholders who have recently joined us on our successful admission to trading on the AIM market in June of this year. I also welcome our newly appointed directors to the Board and look forward to working with them and the Group’s management and staff towards building a substantial gold company in India as our longer term goal. Gold and India Gold is an integral part of Indian culture and society and India remains one of the largest consumers of the metal. The strong growth in the Indian economy combined with the strong cultural affinity for owning gold ensures India’s position as a cornerstone for any future demand. India’s geology has endowed the country with some very promising gold prospects, especially the Archaean greenstone belts across Southern India. Within this, the Kolar belt is an important area in terms of historic production grades and deposit size and is considered a world class province. It was the location of a significant producer of gold until production ceased at the BGML mine in 2001. Today, India is a very modest producer by world standards. Limited modern exploration and feasibility studies within a restrictive mining regime, have curtailed the development of the Kolar region and the gold mining industry generally in India. Using modern exploration techniques and programmes, however, the Kolar belt has considerable potential for developing existing prospects and new discoveries. On the regulatory front in India, reform to the current mining regulations is currently underway with a new Mines and Minerals Development Bill having been recently drafted and approved by Cabinet. The Bill is expected to go before parliament in December 2011, and it is understood that it will include the following features:
• the establishment of a National Mineral Tribunal; • increased maximum area allowable per company, per state, for Prospecting Licences (“PL”s) and Mining Leases
(“ML”s); • reduced and specified time limits for the grant of Reconnaissance Permits (“RP”s), Prospecting Licenses, and
Mining Leases; and • simplified process for transferring licences.
The passing of this Bill is a crucial step forward in the development of the gold mining industry in India. The Indian government is now also striving to increase transparency and curtail illegal mining activities. This, together with the proposed new mining policy, gives us confidence that India is indeed heading towards a more developed mining regime resulting in improved prospects for the gold mining industry in particular. In its activities, Kolar Gold has adopted internationally accepted best practices and standards. By adopting these benchmarks we hope to create a culture of excellence for not only Kolar Gold but also the emerging gold mining industry in India. Key achievements The Group achieved a number of significant milestones during the year, namely:
successful completion of our Initial Public Offering and admitted to trading on the AIM Market, raising gross proceeds of £12 million;
securing the tenement rights to the Kolar Gold Projects in India; entering into a strategic relationship with SUN Mining; and commencement of exploration activities at South Kolar.
The Kolar Gold Group (“the Group”) underwent a major restructure in early 2011 and the shares of Kolar Gold Limited were admitted to trading on AIM on 17th June, 2011, when we raised gross proceeds of £12 million of new equity in a difficult and volatile market.
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Chairman’s Report (continued)
The Group negotiated the securing of the tenement rights to the Kolar Gold Projects with GMSI in November 2010. The Kolar Gold Projects comprise one granted Prospecting Licence (“South Kolar”), and applications for six further Prospecting Licences, four Mining Leases and three Reconnaissance Permits. The rights should secure the Group’s strategic position in the region. The Kolar Gold Projects are situated in the Kolar Gold Belt, a 80km long and 3 to 6km wide Archaean greenstone belt in Southern India. This area includes the now dormant Central Kolar Mines operated in the past by Bharat Gold Mines Limited (BGML). Kolar Gold’s rights to exploit the potential value of the Kolar Gold Projects are derived from these agreements. These agreements entitle Kolar Gold, in partnership with GMSI, to conduct exploration activities in the Kolar Gold Projects as and when each license area is granted by the government.. Following the £12 million placing and Admission to AIM, the Group is now well positioned to exploit its tenement rights and establish itself as a significant entity in the Indian gold mining sector. Relationship with SUN Mining SUN Mining is part of the SUN Group, an Indian‐based global investor with a diverse portfolio in several industry sectors, including mining and oil and gas. SUN Mining is a shareholder in GMSI and has interests in the gold exploration and development potential of India. It also owns two gold mines in Kazakhstan and Siberia. Kolar Gold has issued shares and warrants to SUN Mining in exchange for the provision of past and future services. These services include assisting the Group in its dealings with the Government of India, local government and other interested parties in managing and exploiting the Kolar Gold Projects, and dealing with the possible acquisition of the BGML assets. SUN Mining is a valued partner and I believe it will be a key contributor to the Group’s success in India.
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Chairman’s Report (continued) Commencing exploration activities The Company commenced drilling in the Chigargunta NE tenements at South Kolar at the beginning of this financial year and results to date have been encouraging, validating the historical results from earlier work carried out by the Geological Survey of India. We have now commenced drilling at Mallapakonda, also at South Kolar. The Group expects to spend a total of over £3 million in exploration and evaluation activities by December 2012. We recently announced the completion of 40 line kilometres of detailed Induced Polarisation (“IP”) Surveys to delineate conductive zones favourable for sulphide mineralisation that have potential for associated gold mineralisation. Further details of our exploration activities to date are set out in your Chief Executive Officer’s Report. Outlook and strategy The successful capital raising, coupled with the agreements with GMSI and SUN Mining, has put the Group on a sound footing to explore the Kolar Gold Projects, acquire further licences and pursue the potential acquisition of the BGML Assets. The inherent synergies in pursuing these goals will greatly contribute to your Company’s future success. Depending on results and the rate of progress, it is likely that the Group will need to raise additional finance by December 2012 in order to continue to build value. Thank you for your support. Harvinder Hungin Chairman Kolar Gold Limited
The Edgar shaft headframe which mined the BGML Champion Lode is one of many under care and maintenance.
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A large colonial mine manager’s residence stands idle on the BGML mine site.
The BGML mine is shut but the cricket games continue.
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Chief Executive Officer’s Report I am pleased to report that this has been a year of significant achievements for Kolar Gold. In the last 12 months we have secured rights to the Kolar Gold Projects in Southern India, established Kolar Gold in Karnataka, South India and started drilling on our first licensed area, South Kolar in February. We underwent a corporate restructure; established a new board and then successfully raised £12m and the Company’s shares were admitted to trading on AIM on 17th June 2011. Despite the turbulent markets, we have funding for our exploration programme, with highly prospective gold exploration assets and a clear execution plan ‐ and we believe 2012 should be an exciting year for Kolar Gold. Kolar Gold Projects A significant milestone was achieved in November 2010 when we finalised agreements with GMSI, a Bangalore based exploration group that gives us the exclusive option to acquire the economic interest and title of the Kolar Gold Projects. These projects consist of one granted Prospecting Licence and applications for six further Prospecting Licences, four Mining Leases and three Reconnaissance Permits in the states of Andhra Pradesh, Karnataka and Tamil Nadu. These Projects cover 568km2 across the highly prospective Kolar Greenstone belt and together they encircle the historic BGML mine which has produced more than 25 million ounces of gold. The first granted Prospecting Licence is South Kolar which extends on strike 20 kilometres south of the BGML mine and includes two known deposits and twelve mineralised prospects ready for drilling. Kolar Gold is working closely with GMSI and their key geologists successfully on drilling and exploration work at South Kolar. Our Chief Operating Officer Richard Johnson is now based in Bangalore as he establishes our operations, initially at South Kolar. Our collective efforts also focus on progressing priority licence applications through the government process. Exploration Programme We plan to have a second drill rig on the granted South Kolar licence area by the end of November 2011 and two further drill rigs at North Kolar in 2012 upon granting of this second Prospecting Licence. We have budgeted £3.3million for exploration and drilling up to December 2012. Diamond core drilling started at South Kolar in February 2011 to better understand the geology and mineralisation and to validate gold resources of the Chigargunta NE deposit, which could potentially be a repetition of the neighbouring historic BGML Chigargunta mine. We have recently set up offices and a workshop in the area and have been employing approximately 30 local people on this drill programme. The latest drilling update issued on 15th August 2011 reported some significant mineralised intersections. Chigargunta NE and Eastern Lodes Gold mineralisation is localised along shear zones, characterised by strong mylonitic fabric, profuse quartz veining and hydrothermal alteration. The current Chigargunta NE JORC compliant resource is 13,182 ounces of gold due to limited drilling under the previous Reconnaissance Permit. Currently, in Chigargunta NE, we have completed thirteen Diamond drill holes, with all holes intersecting mineralised zones. Logging, sampling and further assays are underway and a full review of data and geological modelling is being carried out. The Chigargunta Eastern Lodes are mapped and identified on surface. An access road was cut and a small causeway built for the core rig and drilling commenced there in October 2011. There are an initial twelve target holes planned. Bisanatham New Bisanatham is an area with ancient workings and underground development about 2km to the north west of the old Bisanatham Mine of BGML. Three diamond drill holes were completed on the southerly extension of the main Bisanatham lode. This lode extension was confirmed and the holes are being logged to prepare for sampling.
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Mallapakonda The mineralisation here occurs as sulphidic zones associated with banded iron formation within mafic units. Several substantial ancient workings are seen at surface. Of the 800m strike length of mineralisation at the end of the prominent Mallapakonda Hill, only 150m has been evaluated with drilling. Historically there have been three levels of underground development. Mallapakonda has an initial JORC compliant resource of 61,527 ounces of gold. IP Survey An IP Survey was commenced ahead of schedule in May 2011. This survey is now complete over the full 20 kilometre extent of the South Kolar Licence. Close line spacing at Chigargunta has helped with the drill hole placements and also identified several anomalies along strike to the north. This data confirms three long anomalies possibly associated with sulphidic mineralisation. A Reverse Circulation (“RC”) drill rig will start to step out along the licence area at these identified targets in November 2011.
Diamond core drill rig in operation at South Kolar
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Chief Executive Officer’s Report (continued) BGML Acquisition Kolar Gold, with the assistance of SUN Mining, continues to pursue the acquisition and development of the BGML mine assets jointly with our partner, the combined BGML ex‐employee unions. The matter has been passed to the Supreme Court for final direction on the sale process. We believe that exploration and development of the Kolar Gold Projects, which surround the historic BGML mines, will demonstrate our commitment to gold exploration in this region and should assist this process. Any acquisition would require additional funding from the market.
The next 12 months should be a very exciting time for Kolar Gold as we embark on establishing a strong presence in India and pursue the exploration of these potentially world class gold assets. We look forward to executing our acquisition and exploration plans and delivering to you positive results. Many thanks for your ongoing support. Nick Spencer Chief Executive Officer Kolar Gold Limited
Kolar Gold has partnered with the local BGML mining unions and plan to jointly revive BGML
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Board of Directors Harvinder Hungin (aged 50) (Non‐Executive Chairman) Mr. Hungin was an investment banker for 18 years until 2002 at Lazard, Hambros and Societe Generale (“SG”). As part of his responsibilities, he oversaw the Indian activities of Hambros, subsequently SG, from 1995 onwards. Since 2003 he has been involved in large scale real estate and infrastructure development in the UK, Europe and latterly India, and has built a portfolio of diversified growth businesses in a number of sectors, operating internationally. Nicholas Spencer (aged 49) (Chief Executive Officer) Mr. Spencer joined the board of Kolar Gold plc in 2004 and has experience in building businesses in mining, logistics, aerospace and engineering services with multinational companies in Australia, the UK, Asia and the Middle East. He has 25 years experience in international business including mine build and revival, open pit mining, equipment purchase and mine finance. He was responsible for building a $125 million mine in Egypt and spent more that seven years with BHP managing operations and business development in Australia. Mr. Spencer also spent many years in Asia establishing joint ventures for TNT Limited. He is an engineer with an MBA from Cranfield UK who has held senior executive positions with BHP, TNT, Meggitts Aerospace, Babcock Contractors and co‐founded private equity fund manager, Crescent Capital Partners. Richard Johnson (aged 60) (Chief Operating Officer) Mr. Johnson is a qualified mining engineer and a Fellow of AusIMM. He joined Kolar Gold plc in a non‐executive role in 2001 and was appointed an executive director in 2010 with the responsibility of leading the on‐ground activities of Kolar Gold and operational aspects of arrangements with GSMI in India. Following Admission, Mr. Johnson is based in India. Mr. Johnson has over 40 years of mining experience with Australian and international mining companies, gaining exposure to a number of commodities with particular emphasis on the gold sector. He held various production management positions in Johannesburg Consolidated Investment Co Limited (“JCI”) at its gold and platinum mines between 1973 and 1979. Mr. Johnson has held a number of executive positions in mining companies including Golden Dumps (Pty) Limited in South Africa; DRD Gold Limited; Emperor Mines Limited, and Allied Gold. He has a long association with Australia, Papua New Guinea and South Africa developing underground and open pit gold mines and tailings resources and has worked closely with government authorities, administrative bodies and the financial sector as well as consultants, contractors and onsite management. Stephen C Coe (FCA, BSc) (aged 45) (Non‐Executive Director)
Mr. Coe is self employed and a Chartered Accountant. He acts as a director of a number of listed and unlisted investment funds and offshore companies including Raven Russia Limited, Matrix European Real Estate Investment Trust Limited, South African Property Opportunities Limited and Trinity Capital PLC (and serves as Chairman of the Audit Committee for these companies). He has been involved with offshore companies since 1990 with significant exposure to property, debt, emerging markets and private equity investments.
Shiv Khemka (aged 48) (Non‐Executive Director) Mr. Khemka is Vice Chairman of SUN Group, a private investment group active in several transforming markets around the world, with a particular focus on Russia and India. Mr. Khemka is also Chairman of the Board of SUN Gold which is the Group’s holding company for its gold assets in Russia and Kazakhstan. Mr. Khemka was educated at Eton College, received a B.A. from Brown University, an M.B.A. with distinction from The Wharton School and a Master’s in International Studies from The Lauder Institute, University of Pennsylvania. Stephen Oke (aged 57) (Non‐Executive Director) Mr. Oke holds a BSc Honours degree in Geology from the University of Southampton and an MBA from the University of the Witwatersrand Graduate School of Business. He has 35 years’ experience in the mining and metals industry in both operational management and investment banking. He is a non executive director of International Ferro Metals Limited, African Mining & Exploration plc and Shaft Sinkers Holdings plc and was previously on the boards of Nikanor plc, Katanga Mining Limited and Kazakhgold Group Limited.
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Directors’ Report The directors present the consolidated financial report of Kolar Gold Limited (the Company and its subsidiaries (the Group) for the year ended 30 June 2011 and the auditor’s report thereon. Performance review The Group made a comprehensive loss of £3,114,059 during the year ended 30 June 2011 (2010: loss of £869,564) due mainly to investment in the South Kolar licence, setting up operations in India, drilling, the IPO costs and the issue of warrants. Principal activities and future developments The Group’s principal activity is the acquisition of tenement rights in the Kolar Goldfields in India, the exploration and development of those tenements, and securing and reviving the historic gold mines in that region. Principal risks and uncertainties The Group is exposed to a variety of financial risks including foreign exchange risk, interest rate risk, liquidity risk and credit risk. These risks are discussed in detail in Note 2.
Note 19 to the financial statements ‐ Financial instruments and associated risks
The Board of Directors is committed to effective risk management and is responsible for ensuring that the Group has an appropriate framework in place to identify and effectively manage business risks and to monitor business performance and the Group’s financial position. The Board is also responsible for overseeing compliance with regulatory, prudential, legal and ethical standards.
Accounting policies
The accounting policies of the Group as set out on pages 21 to 28 have been applied consistently during the year.
Dividends
No dividends have been paid or declared and the Directors do not recommend the declaration of a dividend for the year ended 30 June 2011. Directors’ remuneration and interests Remuneration Interests
Director Cash‐settled transactions
Share‐based payments
Totals
Shares Options
£ £ £ No. No.Harvinder Hungin (Chairman) 15,000 110,475 125,475 1,700,0001 650,0001
Nicholas Spencer (Chief Executive Officer) 318,152 206,276 524,428 1,732,053 1,350,000
Richard Johnson (Chief Operating Officer) 129,447 110,120 239,567 725,000 675,000 Stephen Coe 2 14,583 85,925 100,508 Nil 350,000 Stephen Oke 13,333 85,925 99,258 Nil 350,000 Shiv Khemka 10,000 ‐‐ 10,000 Nil Nil
TOTALS 500,515 598,721 1,099,236 4,157,053 3,375,000
1 SG Hambros Trust Company (Channel Islands) Limited hold 1,700,000 Ordinary Shares and 200,000 options, as trustee of the Carlyle Settlement, in which Harvinder Hungin and his family have an interest.
2 50% to be paid by the issue of shares.
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Directors’ Report (continued) The above remuneration relates to Kolar Gold Limited directors only. The Key Management Personnel remuneration disclosed in Note 23 to the financial statements has been calculated on a consolidated basis and includes payments to directors who were directors of Kolar Gold plc only and other Key Management Personnel. Results for the period and state of affairs at 30 June 2011 The Consolidated Statement of Comprehensive Income and the Consolidated Statement of Financial Position are set out on pages 16 and 17 of the financial statements. Accounting records The Directors believe that they have complied with the requirements of Section 244 of the Companies (Guernsey) Law, 2008 with regards to the financial statements by employing appropriate expertise and providing adequate resources to the financial function within the Group. Statement of Directors’ responsibilities The Directors are responsible for preparing the Directors’ Report and the Financial Statements in accordance with applicable law and regulations.
Companies (Guernsey) Law, 2008 and AIM rules requires the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards and applicable law.
The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the Company 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 estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company
will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008 and AIM rules. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Directors’ confirmation The Directors confirm that they have complied with the requirements in preparation of the financial statements as at the date of approval of this report. So far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware; having taken all the steps the Directors ought to have taken to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
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Directors’ Report (continued)
Going concern After making enquiries and considering the drill program in place, financial arrangements made and for the reasons disclosed in note 1.3 of the financial statements, the Directors consider that the Company will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Corporate governance statement The Company, being listed on AIM, is not required to comply with the UK Corporate Governance Code. However, the Company has given consideration to the main principles of the Code and the Directors support the objectives of the Code and intend to comply with those aspects that they consider relevant to the Group’s size and circumstances. Details of these are set out below.
The Board of Directors The Board currently comprises two Executive and four Non‐Executive Directors, two of which are independent. The Board formally meets approximately every three months and is responsible for setting and monitoring Group strategy, reviewing budgets and financial performance, ensuring adequate funding, examining major acquisition opportunities, formulating policy on key issues and reporting to the Shareholders. Internal Financial Control The Board is responsible for establishing and maintaining the Group’s system of internal financial controls. Internal financial control systems are designed to meet the particular needs of the Group and the risk to which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against material misstatement or loss. The Directors are conscious of the need to keep effective internal financial control. Due to the relatively small size of the Group’s operations, the Directors are very closely involved in the day‐to‐day running of the business and as such have less need for a detailed formal system of internal financial control. The Directors have reviewed the effectiveness of the procedures presently in place and consider that they are appropriate to the nature and scale of the operations of the Group. The Directors are looking to implement necessary controls and procedures to comply with the UK Bribery Act 2010, which is UK legislation that came into force on 1 July 2011, although the Group is not legally bound by this Act. The Audit Committee An Audit Committee has been established which comprises three Non‐Executive Directors — Stephen Charles Coe (who chairs the Committee), Stephen Douglas Oke and Harvinderpal Singh Hungin all of whom are considered to have recent and relevant financial experience. The Committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, and for meeting the Auditor and reviewing the reports from the Auditor relating to accounts and internal controls. The Committee also reviews the Group’s annual and interim financial statements before submission to the Board for approval. The role of the Audit Committee is also to consider the appointment of the Auditor, audit fees, scope of audit work and any resultant findings.
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Directors’ Report (continued)
The Remuneration Committee The Remuneration Committee comprises three Non‐Executive Directors — Stephen Douglas Oke (who chairs the Committee), Stephen Charles Coe and Harvinderpal Singh Hungin. It is responsible for reviewing the performance of the Executive Directors and for setting the scale and structure of their remuneration, paying due regard to the interests of Shareholders as a whole and the performance of the Group. The remuneration of the Chairman and the Non‐Executive Directors is determined by the Board as a whole, based on a review of the current practices in other similar companies.
On behalf of the Board Stephen Coe Director 11 November 2011
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Kolar Gold Limited and its controlled entities Consolidated Statement of Comprehensive Income for the year ended 30 June 2011
Group Note 2011
£ 2010 £
SUN Mining warrants issued for services 16 (547,006) ‐
Broker warrants issued for services 16 (492,510) ‐
Shares and options issued by Kolar Gold plc to employees and consultants 16 (294,241) ‐
Options to Directors 16 (374,975) (79,696)
Salaries and wages (697,008) (290,444)
Other administrative expenses (818,127) (439,080)
Loss from operating activities (3,223,867) (809,220)
Finance income 5 530 12,713
Finance costs 5 (32,953) (2,786)
Net financing (expense)/income (32,423) 9,927
Loss before tax (3,256,290) (799,293) Income tax expense 6 ‐ ‐ Loss for the year (3,256,290) (799,293) Other comprehensive loss Foreign exchange translation variances 142,231 (70,271) Total comprehensive loss for the year (3,114,059) (869,564) Basic loss per share (p) Diluted loss per share (p)
18 18
5.69 5.69
1.80 1.80
All results are derived from continuing activities. The notes on pages 21 to 50 are an integral part of the consolidated financial statements.
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Kolar Gold Limited and its controlled entities
Consolidated Statement of Financial Position as at 30 June 2011
Group
Note
2011 £
2010 £
Non‐current assets
Plant and equipment 7 21,859 16,085 Exploration and evaluation assets 9 4,496,933 ‐ Investments 8 ‐ 984,046
Total non‐current assets 4,518,792 1,000,131
Current assets Prepayments and other assets 10 37,751 42,711
Trade and other receivables 11 59,642 35,502 Cash and cash equivalents 12 11,544,630 739,410 Total current assets 11,642,023 817,623
Total assets 16,160,815 1,817,754
Current liabilities Trade and other payables 13 1,085,852 1,015,900 Employee benefits 15 113,416 54,735 Loans and borrowings 14 ‐ 911,255 Total current liabilities 1,199,268 1,981,890
Non‐current liabilities Employee benefits 43,457 22,714 Total non‐current liabilities 43,457 22,714
Total liabilities 1,242,725 2,004,604 Net assets/(liabilities) 14,918,090 (186,850)
Equity Share capital 7,001,696 3,544,336 Share premium 15,663,226 3,715,557 Reserves 3,577,195 620,994 Accumulated losses (11,324,027) (8,067,737)
Total equity 14,918,090 (186,850)
These financial statements were approved by the Board of Directors on 11 November 2011 and were signed on its behalf by: Stephen Coe Director The notes on pages 21 to 50 are an integral part of the consolidated financial statements.
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Kolar Gold Limited and its controlled entities Consolidated Statement of Changes in Equity for year ended 30 June 2011
Share
capital
Share premium
Share based
payment reserves
Foreign exchange translation reserve
Accumulated losses
Total equity
£ £ £ £ £ £ Balance at 1 July 2009 3,298,907 3,154,088 616,625 (5,056) (7,268,444) (203,880) Total comprehensive loss for the year Loss for the period ‐ ‐ ‐ ‐ (799,293) (799,293) Other comprehensive income – foreign exchange translation variances ‐ ‐ ‐ (70,271) ‐ (70,271) Total comprehensive loss for the year ‐ ‐ ‐ (70,271) (799,293) (869,564) Equity‐settled transactions for the year ‐ ‐ 79,696 ‐ ‐ 79,696 Issue of ordinary shares 245,429 629,586 ‐ ‐ ‐ 875,015 Share issue costs ‐ (68,117) ‐ ‐ ‐ (68,117) Total contributions by and distributions to owners 245,429 561,469 79,696 ‐ ‐ 886,594 Balance at 1 July 2010 3,544,336 3,715,557 696,321 (75,327) (8,067,737) (186,850) Total comprehensive loss for the year Loss for the year ‐ ‐ ‐ ‐ (3,256,290) (3,256,290) Other comprehensive loss – foreign exchange translation variances ‐ ‐ ‐ 142,231 ‐ 142,231 Total comprehensive loss for the year ‐ ‐ ‐ 142,231 (3,256,290) (3,114,059) Issue of ordinary shares 3,735,150 13,816,568 ‐ ‐ ‐ 17,551,718 Cancellation of shares (note 7) (277,790) 277,790 ‐ ‐ ‐ ‐ Share issue costs ‐ (2,146,689) ‐ ‐ ‐ (2,146,689) Equity‐settled transactions ‐ ‐ 2,813,970 ‐ ‐ 2,813,970 Total contributions by and distributions to owners 3,457,360 11,947,669 2,813,970 ‐ ‐ 18,218,999 Balance at 30 June 2011 7,001,696 15,663,226 3,510,291 66,904 (11,324,027) 14,918,090
The notes on pages 21 to 50 are an integral part of the consolidated financial statements.
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Kolar Gold Limited and its controlled entities Consolidated Statement of Cash Flows For the year ended 30 June 2011
Note 2011 2010
£ £
Cash flows from operating activities Loss for the year (3,256,290) (799,293) Adjustments for: Depreciation 4,439 3,456 Net financing expense 1,945 2,775 Foreign exchange variances (60,846) (12,760) Equity‐settled transactions 16 1,708,732 183,628 Operating loss before changes in working capital and provisions (1,602,020) (622,194) Change in trade and other receivables (24,140) (918) Change in other current assets (33,099) (45,622) Change in trade and other payables 794,308 (26,757) Change in employee benefits 79,424 10,029
Cash used in operating activities (785,527) (685,462) Interest and finance costs paid (2,475) (2,775)
Net cash used in operating activities (788,002) (688,237) Cash flows from investing activities Interest received 530 11 Payments for investments ‐ (310,293) Payments for tenement rights (2,189,930) ‐ Payments for plant and equipment (7,577) (1,435)
Net cash used in investing activities (2,196,977) (311,717) Cash flows from financing activities Proceeds from the issue of convertible notes 250,000 895,677 Proceeds from issues of equity securities per Initial Public Offering 12,000,000 ‐ Proceeds from other share issues 3,645,000 724,503 Payment of share issue costs (2,108,630) (31,515)
Net cash from financing activities 13,786,370 1,588,665
Net increase in cash and cash equivalents 10,801,391 588,711 Foreign exchange gain on opening cash balances 3,829 33,329 Cash and cash equivalents at 1 July 739,410 117,370 Cash and cash equivalents at 30 June 12 11,544,630 739,410
The notes on pages 21 to 50 are an integral part of the consolidated financial statements
20
INDEX TO NOTES TO THE FINANCIAL INFORMATION Page
1 Accounting policies 21
2 Risk management 29
3 Operating segments 30
4 Expenses and auditors’ remuneration 31
5 Finance income and finance costs 31
6 Income tax expense 32
7 Plant and equipment 33
8 Investments 33
9 Exploration and evaluation expenditure 34
10 Prepayments and other current assets 35
11 Trade and other receivables 35
12 Cash and cash equivalents 35
13 Trade and other payables 35
14 Loans and borrowings 35
15 Employee benefits 36
16 Share‐based payments 36
17 Capital and reserves 42
18 Loss per share 45
19 Financial instruments 45
20 Operating leases 45
21 Contingencies 48
22 Group entities 49
23 Related parties 49
24 Subsequent events 50
21
Kolar Gold Limited and its controlled entities
Notes to the financial statements 1. Accounting policies 1.1 Reporting entity The group financial statements consolidate those of the Kolar Gold Limited and its controlled entities (together referred to as the “Group”). During the year, the Group underwent a restructure which resulted in Kolar Gold Limited, a new entity incorporated in Guernsey, becoming the new parent entity, as explained below. On 8 April 2011 the Company completed a share swap with the shareholders of Kolar Gold plc, whereby the Company acquired all of the 1,543,267 ‘A’ class shares and 60,768,681 ‘B’ class shares in Kolar Gold plc from its shareholders as at 28 February 2011 and issued 1,543,267 ‘A’ class shares and 60,768,681 ‘B’ class shares. On 8 April 2011 the Company reorganised its share capital into one class of ordinary shares of 7p each and deferred shares of 18p each. The deferred shares were cancelled immediately thereafter by Board Resolution, leaving the Company with 62,311,950 ordinary shares of 7p each. As a result of the restructure, Kolar Gold Limited became the legal parent company of the Kolar Gold Group and the majority shareholders of Kolar Gold plc remain the majority shareholders of the Kolar Gold Group. The Company’s consolidated financial statements are presented as a continuation of the consolidated Kolar Gold plc financial statements. The comparative information presented is consistent with the disclosures made in the consolidated financial statements of Kolar Gold plc for the year ended 30 June 2010. Comparative loss per share calculations were not affected as a result of the restructure. Following the share swap, the Group has undertaken a reorganisation to simplify the Group structure and reporting lines. As at 30 June 2011, the wholly owned subsidiaries of the Company are:
• Kolar Gold Resources Limited (Mauritius); • Kolar Gold Resources (India) Private Limited; • Kolar Gold Pty Limited; and • Kolar Gold plc.
The group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU (“Adopted IFRSs”). The financial statements comply with the Companies (Guernsey) Law, 2008 and give a true and fair view of the state of affairs of the Company. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements. 1.2 Measurement convention
The financial statements are prepared on the historical cost basis and are presented in Great British Pounds (GBP).
1.3 Going concern
These financial statements have been prepared on the basis of accounting principles applicable to a “going concern” which assumes the Group will continue in operation for the foreseeable future and will be able to realise its assets and discharge its liabilities in the normal course of operations. The Group currently has no source of operating cash inflows, other than interest income, and has incurred net operating cash outflows for the year ended 30 June 2011 of £788,002 (2010: £688,237). The Group successfully completed an Initial Public Offering during the year and the Company’s shares were admitted to trading on AIM in London in June 2011, raising gross funds of £12 million. At 30 June 2011 the Group had cash balances of £11,544,630 (2010: £739,410) and a surplus in net working capital (current assets less current liabilities) of £10,442,755 (2010: deficiency of £1,164,267).
22
Kolar Gold Limited and its controlled entities
Notes to the financial statements 1. Accounting policies (Cont’d) 1.3 Going concern (Cont’d) The funds raised from the Initial Public Offering are being applied to acquire further mineral exploration rights in India and conduct an exploration programme with respect to these mining tenements. These outlays will only be incurred when the licences have been approved for exploration by the Government of India. The directors have prepared cash flow forecasts that indicate that the Group will have sufficient cash to continue meeting its current operating expenditure (e.g. staff costs, administrative costs, exploration costs, lease commitments) until at least December 2012. In order to continue to operate beyond December 2012, in line with current cash flow forecasts, it is likely that the Group will need to raise additional finance by December 2012. The Group commenced an exploration programme in respect of its Indian mining tenements in January 2011, engaging a drilling contractor to operate one drilling rig on the South Kolar tenements. These exploration activities are being expanded during the 2011‐12 financial year, with a second drilling rig commencing operations since year end. The Group’s forecasts include cash outflows to acquire further mineral exploration rights and subsequent exploration activities. These outlays will only proceed if and when the mineral exploration rights have been granted ready for drilling. When the Government of India grants all of the mineral exploration rights specified in the Group’s agreement with Geomysore Mining Services India (Private) Limited (GMSI), the Group is entitled to acquire the remaining tenement rights for approximately £4.4 million and the Group has budgeted for additional exploration expenditure of £3.3 million over the next 18 months, subject to availability of funds. The Directors are confident that these licences will be granted and all matters can be resolved satisfactorily, and consequently, the Directors consider that the Group has adequate resources to continue in operational existence for at least the next 12 months, and if the licences are not granted for some reason, the Group will have additional funds available, thus they continue to adopt the going concern basis in preparing the financial statements. In the longer term, the development of economically recoverable mineral deposits on the Group’s existing or future exploration properties depends on the ability of the Group to obtain further financing through equity financing, debt financing or other means. If the Group’s exploration programmes are ultimately successful, additional funds will be required to develop the Group’s properties and to place them into commercial production. The only sources of future funds presently available to the Group are through the exercise of outstanding share options, the raising of equity capital by the Company or the sale of an interest in mineral exploration rights either in whole or in part. The ability of the Group to arrange such funding in the future will depend in part upon the prevailing market conditions as well as the business performance of the Group. There can be no guarantee that the Group will be successful in its efforts to arrange additional financing, if needed, on terms satisfactory to the Group. If adequate financing is not available, the Group may be required to delay, reduce the scope of, eliminate its current or future exploration activities, or relinquish rights to certain parts of its interests. 1.4 Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. The acquisition date is the date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
All entities were 100% owned and controlled by the parent entity, Kolar Gold Limited during the period they were members of the Group.
Transactions eliminated on consolidation Intra‐group balances and transactions, and any unrealised income and expenses arising from intra‐group transactions, are eliminated in preparing the consolidated financial statements.
23
Kolar Gold Limited and its controlled entities
Notes to the financial statements 1. Accounting policies (Cont’d) 1.5 Foreign currency Foreign currency transactions Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non‐monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign operations The assets and liabilities of foreign operations are translated to the Group’s presentation currency, at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an average rate for the year where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income and accumulated in the translation reserve. When a foreign operation is disposed of, such that control is lost, the entire accumulated amount in the translation reserve, is recycled to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while still retaining control, the relevant proportion of the accumulated amount is reattributed to non‐controlling interests. Exchange differences arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in equity in the translation reserve. 1.6 Classification of financial instruments issued by the Group Following the adoption of IAS 32, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non‐
derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares. Where a financial instrument that contains both equity and financial liability components exists these components are separated and accounted for individually under the above policy.
24
Kolar Gold Limited and its controlled entities
Notes to the financial statements
1. Accounting policies (Cont’d) 1.7 Non‐derivative financial instruments Non‐derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Trade and other receivables Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses. Trade and other payables Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Loans and borrowings Loans and borrowings are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these loans and borrowings are measured at amortised cost using the effective interest method. 1.8 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Depreciation is charged to the income statement on a straight‐line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
• plant and equipment 2.5 to 5 years; and
• fixtures and fittings 2.5 to 10 years Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
25
Kolar Gold Limited and its controlled entities Notes to the financial statements
1. Accounting policies (Cont’d) 1.9 Exploration and evaluation expenditure Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Group has obtained the legal rights to explore an area are recognised in the profit or loss. Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either: • the expenditures are expected to be recouped through successful development and exploitation of the area of
interest; or • activities in the area of interest have not at the reporting date, reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purposes of impairment testing, exploration and evaluation assets are allocated to cash‐generating units to which the exploration activity related. The cash‐generating unit shall not be larger than the area of interest. Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from intangible assets to mining property and development assets within property, plant and development. 1.10 Impairment A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss. The carrying amounts of the Group’s non‐financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash‐generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the 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 the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash‐generating unit”).
26
Kolar Gold Limited and its controlled entities
Notes to the financial statements
1. Accounting policies (Cont’d) 1.10 Impairment (Cont’d) An impairment loss is recognised if the carrying amount of an asset or its cash generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash generated units are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. 1.11 Employee benefits Short‐term benefits Short‐term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. Long‐term benefits The Group’s net obligation in respect of long‐term employee benefits is the amount of the future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of the related assets is deducted. The discount rate is the yield at the reporting date on government bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefit is expected to be paid. Defined contribution plans A defined contribution plan is a post‐employment benefit plan under which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit or loss in the periods during which services are rendered by employees. Share‐based payment transactions Share‐based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity‐settled share‐based payment transactions, regardless of how the equity instruments are obtained by the Group. Share‐based transactions, other than those with employees, are measured at the value of goods or services received where this can be reliably measured. Where this is not the case the value of goods or services received is determined by reference to the grant date fair value of the equity instruments provided. The expense is recognised in profit or loss (or capitalised as part of an asset) when the goods are received or as services are provided, with a corresponding increase in equity.
27
Kolar Gold Limited and its controlled entities
Notes to the financial statements 1. Accounting policies (Cont’d) 1.11 Employee benefits (Cont’d) Share‐based payment transactions (cont’d) The grant date fair value of share‐based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The fair value of the options granted is measured using an option valuation model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non‐market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non‐market performance conditions at the vesting date. For share‐based payment awards with non‐vesting conditions, the grant date fair value of the share‐based payment is measured to reflect such conditions and there is no true‐up for differences between expected and actual outcomes. Share‐based payment transactions in which the Group receives goods or services by incurring a liability to transfer cash or other assets that is based on the price of the Group’s equity instruments are accounted for as cash‐settled share‐based payments. The fair value of the amount payable to recipients is recognised as an expense, with a corresponding increase in liabilities, over the period in which the recipients become unconditionally entitled to payment. The liability is re‐measured at each balance sheet date and at settlement date. Any changes in the fair value of the liability are recognised in profit or loss. 1.12 Expenses Operating lease payments Payments made under operating leases are recognised in profit or loss on a straight‐line basis over the term of the lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense. Financing income and expenses Financing expenses comprise interest payable and finance charges on shares classified as liabilities recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the income statement (see foreign currency accounting policy note 1.5). Financing income comprise interest receivable on funds invested, dividend income, and net foreign exchange gains. Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Foreign currency gains and losses are reported on a net basis. 1.13 Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.
28
Kolar Gold Limited and its controlled entities
Notes to the financial statements 1. Accounting policies (Cont’d) 1.14 Earnings per share The Group presents basic and diluted earnings or loss per share data for its ordinary shares. Basic earnings/loss per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted earnings/loss per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options and warrants granted. 1.15 Operating segments Segment results that are reported to the Chief Executive Officer include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses, and income tax assets and liabilities. Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill. 1.16 Use of estimates and judgements The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are described in the following notes: • measurement of share‐based payments (note 16); • capitalisation of exploration and evaluation expenditure (note 1.9 and note 9); and • going concern (note 1.3).
1.17 Adopted IFRS not yet applied The following Adopted IFRSs have been issued but have not been applied by the Group in these financial statements. Their adoption is not expected to have a material effect on the financial statements.
• Revised IAS 24 ‘Related Party Disclosure’; • IFRS 9 ‘Financial Instruments’; • IFRS 10 ‘Consolidated Financial Statements’; and • IFRS 13 ’Fair Value Measurement’.
29
Kolar Gold Limited and its controlled entities
Notes to the financial statements 2. Risk management Overview The Group has exposure to the following risks:
• Credit risk; • Liquidity risk; • Tax risk; • Currency risk; • Market risk; and • Operational risk
This note presents information about the Group’s exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and its management of capital. Further quantitative disclosures are included throughout these consolidated financial statements. Risk management framework The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework and developing and monitoring the Group’s risk management policies. Key risk areas have been identified and the Group’s risk management policies and systems will be reviewed regularly to reflect changes in market conditions and the Group’s activities. The Audit Committee has been established and it will oversee how management monitors compliance with the Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s bank deposits and receivables from taxation authorities. The risk of non‐collection is considered to be low. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Tax risk Guernsey and India are in the process of reaching agreement to enter into a specific Tax Information Exchange Agreement (TIEA) between the two countries. This is expected to be completed shortly. Without a TIEA it is possible that the Indian Tax authorities could reclassify the Group’s capital investment in India as income subject to Indian company taxation. Such a treatment is dependent upon Guernsey being considered as an unfavourable tax jurisdiction by the Indian authorities, which would be in contrast to the recognition that Guernsey has from 2009, being placed on the OECD white list of countries that have implemented internationally agreed tax standards.
30
Kolar Gold Limited and its controlled entities Notes to the financial statements 2. Risk management (Cont’d) Currency risk The Group is exposed to currency risk on cash and cash equivalents, receivables and payables that are denominated in a currency other than the functional currency of the each of the Group entities. Each entity has sufficient funds in its functional currency to cover its expected future outgoings for several months to reduce currency risk. The Group does not use derivatives to hedge its foreign currency exposures. Market risk The Group’s future revenues from product sales will be affected by changes in the market price of gold and could also be subject to exchange controls or similar restrictions. Operational risk The Group’s business is at an early stage and is subject to several operational risks. These risks include exploration and mining risks, actual resources differing from estimates, operational delays and the availability of equipment, personnel and infrastructure. The Group is also dependent on key personnel and subject to the actions of third parties, including staff of GMSI and other contractors and suppliers. The Group’s operations are also subject to government laws and regulations, particularly environmental regulation. Capital management In June 2011 the Company successfully completed the admission of its shares to trading on AIM in London, raising gross proceeds of £12m, netting approximately £11.3m. The Group has no loans or borrowings and these proceeds are expected to meet the Group’s requirements until late calendar year 2012. The Group manages its capital through the preparation of detailed forecasts, and tracks actual receipts and outlays against the forecasts on a regular basis, to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders. The capital structure of the Group consists of cash and cash equivalents and equity comprising, capital, reserves and accumulated losses. 3. Operating segments The Group has one reportable segment, being Indian Exploration – Gold exploration activities and administration in the Kolar Gold Fields region in Karnataka State, India. The Group also has corporate administrative functions in Guernsey and Australia. The Group’s Board and Chief Executive Officer review internal management reports for this segment on a monthly basis. Information regarding the results of the reportable segment is included below. The Group has no revenue at this stage of its development and performance is measured based on expenses incurred in each segment and exploration activity levels in the Indian segment. The Group had one reporting segment during the year ended 30 June 2010, being the Administration office in Brisbane, Australia
31
Kolar Gold Limited and its controlled entities Notes to the financial statements 3. Operating segments (Cont’d)
Indian Exploration Corporate Total
2011 2010 2011 2010 2011 2010 £ £ £ £ £ £
Depreciation and amortisation 207 ‐ 4,232 3, 456 4,439 3,456Share‐based payments ‐ ‐ 1,708,732 79,696 1,708,732 79,696Other reportable segment expenses
21,405 ‐ 1,489,291 726,068 1,510,696 726,068Segment result before tax (21,370) ‐ (3,234,920) (799,293) (3,256,290) (799,293)Reportable segment assets 4,514,676 ‐ 11,646,139 1,817,754 16,160,815 1,817,754Exploration and evaluation expenditure capitalised 4,496,933 ‐ ‐ ‐ 4,496,933 ‐Other capital expenditure 3,064 ‐ 4,513 1,459 7,577 1,459Reportable segment liabilities
(101,775) ‐ (1,140,950) (2,004,604) (1,242,725) (2,004,604)
4.
Expenses and auditors’ remuneration
2011 2010 £ £
Included in loss for the year are the following:
Depreciation charge 4,439 3,456 Operating lease expense 26,300 20,041
Auditors’ remuneration – audit and review of financial statements 118,666 32,415
5.
Finance income and finance costs
Interest income on bank deposits 530 11 Interest expense on financial liabilities (2,475) (2,786) Net foreign exchange gains/(losses) (30,478) 12,702 Net financing income/(expense) recognised in profit or loss (32,423) 9,927
32
Kolar Gold Limited and its controlled entities Notes to the financial statements 6. Income tax expense
2011 2010
£ £
Current tax expense
Current year ‐ ‐ Deferred tax expense Origination and reversal of temporary differences ‐ ‐ ‐ ‐ ‐ ‐ Tax expense in income statement ‐ ‐
Reconciliation of effective tax rate
2011 %
2011 £
2010 %
2010 £
Loss for the year (3,256,290) (799,293) Total income tax for the year ‐ ‐ Loss excluding income tax (3,256,290) (799,293)
Income tax using the Company’s domestic rate (0.0) ‐
(28.00) (223,802) Effect of tax rates in foreign jurisdictions (521,515) Non‐deductible expenses 97,426 35,179 Current year losses for which no deferred tax asset
was recognised 424,089 188,623 Total current tax benefit ‐ ‐ ‐ ‐ A deferred tax asset of £2,930,648 (2010: £2,114,489) has not been recognised in respect of losses, as there is currently uncertainty surrounding the recoverability of such assets.
33
Kolar Gold Limited and its controlled entities Notes to the financial statements 7. Plant and equipment
Plant and equipment
£
Fixtures and fittings
£ Total £
Cost Balance at 1 July 2009 15,284 16,239 31,523 Foreign exchange variance 2,572 2,712 5,284 Additions 1,234 201 1,435 Balance at 30 June 2010 19,090 19,152 38,242 Balance at 1 July 2010 19,090 19,152 38,242 Foreign exchange variance 3,338 3,075 6,413 Additions 6,587 990 7,577 Disposals ‐ (1,859) (1,859) Balance at 30 June 2011 29,015 21,358 50,373
Depreciation and impairment losses
Balance at 1 July 2009 10,476 5,551 16,027 Foreign exchange variance 1,748 926 2,674 Depreciation for the year 2,144 1,312 3,456 Balance at 30 June 2010 14,368 7,789 22,157 Balance at 1 July 2010 14,368 7,789 22,157 Foreign exchange variance 2,472 1,305 3,777 Depreciation for the year 2,094 2,345 4,439 Disposals ‐ (1,859) (1,859) Balance at 30 June 2011 18,934 9,580 28,514 Carrying amounts At 1 July 2009 4,808 10,688 15,496 At 30 June 2010 4,722 11,363 16,085 At 1 July 2010 4,722 11,363 16,085 At 30 June 2011 10,081 11,778 21,859
8. Investments 2011 2010 £ £
Deposit to acquire interests in mining tenements ‐ 984,046
Total investments ‐ 984,046
34
Kolar Gold Limited and its controlled entities Notes to the financial statements 8. Investments (Cont’d) At 30 June 2010 the Group had entered an agreement to acquire interests in mining tenements in the Kolar region in India from Geomysore Services India (Private) Limited (GMSI). Under the terms of the agreement, at 30 June 2010 the Group had paid deposits totalling £984,046 and it was intended that the Group and GMSI would establish a joint venture to conduct exploration and evaluation of the mining tenements. During the year ended 30 June 2011 the agreement with GMSI was renegotiated and new agreements were entered into. Under the terms of the new agreements the Group has acquired mining tenements from GMSI. These tenements have been accounted for in accordance with the Group’s accounting policy for exploration and evaluation expenditure which is set out in Note 1.9. 2011 2010
£ £
Movement in investments
Cost at beginning of year 984,046 ‐ Additions ‐ 984,046 Transferred to exploration and evaluation expenditure (984,046) ‐
Cost at end of year ‐ 984,046
2011
2010
£ £
9. Exploration and evaluation expenditure Balance at beginning of year ‐ ‐ Transferred from investments 984,046 ‐ Acquisition of tenement rights 1,217,596 ‐ Payment to SUN Mining by the issue of shares * 1,749,936 Driiling expenses captialised 163,693 ‐ Other expenses capitalised 140,285 ‐
Foreign exchange variances 241,377 ‐
Balance at end of year 4,496,933 ‐
* On 8 April 2011 SUN Mining were issued 5,833,119 shares as payment for services with respect to securing the tenement right through completion of the agreements with GMSI. These shares were valued at 30p per share, a total cost of £1,749,936. The recoverability of the carrying amounts of exploration and evaluation assets is dependent on the succcessful development and commercial exploitation or sale of the respective area of interest.
35
Kolar Gold Limited and its controlled entities Notes to the financial statements 10.
Prepayments and other current assets
2011 2010 £ £ Prepayments 37,751 4,652 Costs carried forward in relation to planned initial public offering ‐ 38,059 37,751 42,711
2011
2010 £ £
11. Trade and other receivables Other receivables 59,642 35,502 59,642 35,502
2011 2010
£ £
12. Cash and cash equivalents
11,544,630 739,410
Cash at bank and on hand 11,544,630 739,410
2011 2010 £ £
13 Trade and other payables
Trade and other payables due to related parties 479,354 127,006 Other trade payables 447,050 34,154 Non‐trade payables and accrued expenses 159,448 854,740 1,085,852 1,015,900
2011 2010
£ £
14. Loans and borrowings
Convertible loan notes – at fair value ‐ 911,255
On 16 June 2010 and 30 June 2010 the Group issued convertible loan notes for total proceeds of £911,255. The notes are denominated in GBP, are non‐interest bearing and have an aggregate face value of GBP 916,000. A further £250,000 was received in July 2010. The notes were convertible in to 4,664,000 “B” Class Ordinary Shares of 7p nominal value. The notes were all converted on or before 31 December 2010.
36
Kolar Gold Limited and its controlled entities Notes to the financial statements 15. Employee benefits
2011 £
2010 £
Current
Liability for annual leave 74,433 34,469 Liability for long service leave 38,983 20,266
113,416 54,735 Non‐current Liability for long service leave 43,457 22,714
156,873 77,449
16. Share‐based payments a) Options
Kolar Gold Plc and Kolar Gold Limited have issued options to directors, employees and long‐term consultants to compensate them for services rendered and incentivise them to add value to the Group’s longer term share value. They comprise Reward Options in exchange for the provision of services and Bonus Options, which are only receivable upon the Company’s shares being admitted to trading on a stock exchange. The following unexpired options existed as at 30 June 2011. Name Date of Grant Ordinary Shares under
option Expiry Date Exercise
Price £ Norman Coldham‐Fussell 1 01.12.05 500,000 01.12.11 0.20 Norman Coldham‐Fussell 1 20.06.08 500,000 01.12.11 0.25 Nicholas Taylor Spencer 1 01.12.05 650,000 01.12.11 0.20 Nicholas Taylor Spencer 1 20.06.08 1,000,000 01.12.11 0.25 Nicholas Taylor Spencer 2 01.12.10 500,000 01.12.13 0.30 Richard Johnson 1 27.02.09 250,000 01.12.11 0.25 Richard Johnson 2 01.12.10 500,000 01.12.11 0.30 Bill Lyne 1 01.12.05 200,000 01.12.11 0.20 SG Hambros Trust Company (Channel Islands) Limited*
20.06.08 200,000 01.12.11 0.25
Non‐Directors 1 1.12.05 300,000 01.12.11 0.20 Non‐Directors 1 8.9.06 250,000 01.12.11 0.20 Non‐Directors 1 27.2.09 500,000 01.12.11 0.25 Non‐Directors 1 5.5.10 150,000 05.05.13 0.30 Non‐Directors 2 1.12.10 350,000 01.12.13 0.30 Norman Coldham‐Fussell 3 17.6.11 675,000 17.06.14 0.40 Nicholas Taylor Spencer 3 17.6.11 1,350,000 17.06.14 0.40 Richard Johnson 3 17.6.11 675,000 17.06.14 0.40 Harvinder Hungin 4 10.6.11 450,000 10.06.16 0.40 Stephen Coe 4 10.6.11 350,000 10.06.16 0.40 Stephen Oke 4 10.6.11 350,000 10.06.16 0.40 9,700,000 * SG Hambros Trust Company (Channel Islands) Limited holds 200,000 options, as trustee of the Carlyle Settlement, in which Harvinder Hungin and his family have an interest.
37
Kolar Gold Limited and its controlled entities Notes to the financial statements 16. Share‐based payments (Cont’d)
a) Options (cont’d)
Each option entitles the holder to subscribe for one ordinary share in the Company. Options do not confer any voting rights on the holder. 1. These share‐based payment arrangements existed as at 30 June 2010 in relation to options issued by Kolar Gold plc and each option confers a right to one “B” class ordinary share at exercise prices of £0.20 to £0.30.
Reward Options
Grant date/personnel entitled Number of
instruments Vesting
conditions Contractual life of
options Issued on 1 December 2005 to directors 1,150,000 None 6 years* Issued on 1 December 2005 to employees and consultants
500,000 None 6 years*
Issued on 8 September 2006 to a director 250,000 None 5 years 2.7 months* Issued on 20 June 2008 to directors 1,500,000 None 3 years 5.3 months Issued on 20 June 2008 to a broker as placement fees
200,000 None 3 years 5.3 months
Issued on 1 January 2009 to a director 250,000 None 2 years 11 months Issued on 27 February 2009 to a consultant 500,000 None 2 years 9 months Issued on 5 May 2010 to employees 150,000 None 3 years
4,500,000
* extended by three years in June 2008 2. On 1 December 2010, Kolar Gold plc issued 1,350,000 options to directors, employees and consultants. Each option confers a right to one “B” class ordinary share at an exercisable price of £0.30 and a term of three years. There are no vesting conditions and the options vest immediately. On 8 April 2011 all of the above options were released by the optionholders and Kolar Gold Limited issued new options to or for the benefit of employees, directors or former employees or directors of the Group in respect of 5,850,000 Ordinary Shares in aggregate as set out in the table at the end of this paragraph. These options replaced the original options on identical terms granted to the same persons by Kolar Gold plc. The new options have vested and may be exercised at any time before the date of lapse set out in the following table. They are transferable, and on an alteration of the ordinary share capital of the Company by capitalisation or rights issue, consolidation, sub‐division or reduction or other alteration, the number of ordinary shares subject to the Existing Options or the option price may be adjusted by the Board. Bonus Options The directors and Shareholders of Kolar Gold plc had previously resolved to grant options subject to completion of a successful Initial Public Offering to Norman Coldham‐Fussell, Nicholas Spencer and Richard Johnson (Bonus Options) and a consultant, but the options had not been formally granted. No performance conditions were to be imposed on the Bonus Options.
38
Kolar Gold Limited and its controlled entities Notes to the financial statements 16. Share‐based payments (Cont’d)
a) Options (cont’d)
Bonus Options (Cont’d) On 30 June 2010 the following Bonus Options were outstanding: No. Exerciseable Term Based on 1 December 2005 to directors 1,500,000 Successful IPO 3 years from IPO Issued on 27 February 2009 to a director and a consultant
1,000,000 Successful IPO 3 years from IPO
3. On admission of the Company’s shares to trading on AIM on 17 June 2011 the above options were released, and in fulfilment of previous resolutions, the Company granted options in respect of 2,700,000 Ordinary Shares in aggregate at the Placing Price, under the Share Option Plan, to the directors of Kolar Gold plc as set out below. Name Ordinary shares under
Option Expiry date Exercise price
£ Norman Coldham‐Fussell 675,000 17.6.14 0.40 Nicholas Taylor Spencer 1,350,000 17.6.14 0.40 Richard Johnson 675,000 17.6.14 0.40 2,700,000
No vesting conditions have been imposed on these options Options issued by Kolar Gold Limited 4. The following options were granted by Kolar Gold Limited on 10 June 2011 to directors. The options vested on grant date.
Issued to Date of Grant
Ordinary shares under Option Expiry date
Exercise price £
Harvinder Hungin 10.6.11 450,000 10.6.16 0.40 Stephen Coe 10.6.11 350,000 10.6.16 0.40 Stephen Oke 10.6.11 350,000 10.6.16 0.40 1,150,000
The number and weighted average exercise price of the options are as follows: Weighted
average exercise price £
Number of options
Weighted average
exercise price £
Number of options
2011 2011 2010 2010 Reward Option issued by Kolar Gold plcs Outstanding at the beginning of the year 0.231 4,500,000 0.228 4,350,000 Granted during the year 0.300 1,350,000 0.30 150,000 Cancelled and re‐issued by Kolar Gold Limited during the year 0.247 (5,850,000) ‐ ‐ Outstanding at the end of the year ‐ ‐ 0.231 4,500,000
39
Kolar Gold Limited and its controlled entities Notes to the financial statements 16. Share‐based payments (Cont’d) a) Options (cont’d) Bonus options issued by Kolar Gold plc Outstanding at the beginning of the year 0.30 2,500,000 0.30 2,500,000 Forfeited during the year 0.30 (500,000) ‐ ‐ Cancelled and re‐issued by Kolar Gold Limited during the year 0.30 (2,000,000) ‐ ‐ Outstanding at the end of the year ‐ ‐ 0.30 2,500,000 Options issued by Kolar Gold Limited Outstanding at the beginning of the year ‐ ‐ ‐ ‐ Granted during the year 0.307 9,700,000 ‐ ‐ 0.307 9,700,000 ‐ ‐ Inputs for measurement of grant date fair values The grant date fair values of all other options issued was measured based on the Black‐Scholes formula. Expected volatility is estimated by considering historic average share price volatility. The inputs used in the measurement of the fair values at grant date of the share‐based payment plans are the following: Additional
options Kolar Gold Ltd June 2011
Kolar Gold plc Options December 2010
Reward options Bonus Options
2011£
2011£
2010£
2010£
Fair value at grant date 0.246 1.787 0.059 0.034 Share price at grant date 0.40 0.25 0.25 0.25 Exercise price 0.40 0.29 0.25 0.030 Expected volatility 74.1% 25% 25% 25% Option life 3.0 years 4.3 years 3 years IPO + 3 years Expected dividend nil nil nil nil
40
Kolar Gold Limited and its controlled entities Notes to the financial statements 16. Share‐based payments (Cont’d) b) Warrants The following unexercised warrants existed as at 30 June 2011: Name Date of
Grant Ordinary Shares
under option Expiry Date Exercise Price
£ Investor warrants 1 30.6.10 3,664,000 1.3.12 0.30
Investor warrants 2 20.7.10 1,000,000 1.3.12 0.30
Broker warrants Series 1 3 5.5.11 1,300,000 17.6.14 0.40
Broker warrants Series 2 4 17.6.11 1,500,000 17.6.14 0.60
SUN Mining initial warrants Series 1 5 24.2.11 2,916,559 24.2.12 Nil
SUN Mining initial warrants Series 2 5 24.2.11 2,916,559 24.2.13 Nil
SUN Mining initial additional warrants 5 24.2.11 3,499,871 24.2.13 VWAP 5
16,796,989
Each warrant entitles the holder to subscribe for one ordinary share in the Company. Warrants do not confer any voting rights on the holder. 1. On 30 June 2010, there were 3,664,000 warrants in issue. 2. In July 2010, a further 1,000,000 warrants were issued. Each warrant gives the holder the option to acquire one ordinary “B” class share in Kolar Gold plc at any time on or before 31 December 2011 at a price of 30 pence. The warrants were issued for no consideration in connection with the convertible loan notes issued in June and July 2010. Refer note 14. On 8 April 2011, all 4,664,000 warrants in Kolar Gold plc were released, and identical warrants were issued by the Company. The warrants have an exercise price of 30 pence per share and expire on 31 December 2011. 3. On 5 May 2011 the Company issued 1,000,000 warrants to Cenkos Securities plc and 300,000 warrants to Ocean Equities Limited in consideration for historical services provided by them as brokers to Kolar Gold plc. These warrants have an exercise price of 40 pence per share and expire on 17 June 2014. 4. On 17 June 2011 the Company‘s shares listed for trading on AIM, entitling Cenkos Securities plc and Ocean Equities Limited to 750,000 warrants each. These warrants have an exercise price of 60 pence and expire on 17 June 2014. 5. On 24 February 2011 the Company issued warrants to SUN Mining, pursuant to the following agreement: Under the terms of this agreement, subject to satisfaction of the conditions necessary to give effect to the share swap and restructure: (a) Kolar Gold Limited agreed to issue to SUN Mining 5,833,119 Ordinary Shares, in consideration for SUN Mining providing services with respect to securing the tenement rights in the Kolar Gold Field through the agreements with GMSI. These shares were valued at 30 pence and the total cost of £1,749,936 has been capitalised as exploration expenditure (see Note 9);
41
Kolar Gold Limited and its controlled entities Notes to the financial statements 16. Share‐based payments (Cont’d) b) Warrants (cont’d) (b) Kolar Gold Limited has agreed to issue the following Ordinary Shares (such agreement being reflected by the grant to SUN Mining of warrants): (i) 2,916,559 Shares, subject to SUN performing certain ongoing services for 12 months; and (ii) a further 2,916,559 Shares, subject to SUN: A) performing such ongoing services for 24 months; and B) assisting Kolar Gold Limited to acquire the BGML Assets; (c) Kolar Gold agreed to grant SUN the Additional Warrant, being: (i) a right by SUN to subscribe for 3,499,871 Ordinary Shares in cash; (ii) at the subscription price equal to the VWAP for the 3 months prior to exercising the option; and with an expiry date of 2 years from the date of the agreement. Inputs for measurement of grant date fair values The grant date fair values of warrants issued were measured based on the Black‐Scholes formula, or in the case of the SUN Mining Additional Warrants, the Monte Carlo simulation method was used. Expected volatility is estimated by considering historic average share price volatility. The inputs used in the measurement of the fair values at grant date of the share‐based payment plans are the following: SUN Mining
Initial warrants Series
1 £
SUN Mining Initial
warrants Series 2£
Broker warrants Series 1
£
Broker warrants Series 2
£
SUN Mining additional warrants
£
Fair value at grant date 0.30 0.30 0.199 0.155 0.027 Share price at grant date 0.30 0.30 0.40 0.40 0.300 Exercise price nil nil 0.40 0.60 3 months
VWAP* Expected volatility 74.1% 74.1% 74.1% 74.1% 74.1%
Warrant life 2 years 3 years 3.1 years 3 years 2 years Expected dividend nil nil nil nil nil
* Volume weighted average price
42
Kolar Gold Limited and its controlled entities Notes to the financial statements 16. Share‐based payments (Cont’d) c) Share‐based payment expense recognised in the income statement
£
SUN Mining Initial warrants Series 1 302,044
SUN Mining Initial warrants Series 2 150,815
SUN Mining Additional warrants 94,147
Brokers Warrants Series 1 258,960
Brokers Warrants Series 2 233,550
Bonus options (reissued) to directors 92,650
Options issued to non‐executive directors 282,325
Reward options (reissued) ‐ Investor warrants (previously attached to convertible notes) ‐ Shares and options issued by Kolar Gold plc during the period 1 July 2010 to 31 December 2010 294,241
Total share‐based payment expense – 2011 1,708,732
Total share‐based payment expense – 2010 79,696
17. Capital and reserves As set out in Note 1.1, during the year ended 30 June 2011 the Group undertook a restructure on 8 April 2011. The details of changes in issued capital set out below reflect the movements in the issued capital of Kolar Gold plc during the period to 8 April 2011 and then the movements in issued capital of Kolar Gold Limited during the period 8 April 2011 to 30 June 2011. Kolar Gold plc was the parent entity of the Group up until 8 April 2011. Following the completion of the restructure on 8 April 2011, Kolar Gold Limited is the parent entity of the Group and Kolar Gold plc is a wholly owned entity in the Group. a) Issued capital ‐ Kolar Gold plc
“A” class Ordinary
shares “B” class Ordinary shares
(25p each) (7p each)
2011
‘000 2010 ‘000
2011 ‘000
2010 ‘000
Authorised capital 400,000 400,000 400,000 400,000
Issued and fully paid up
1,543 1,543 60,769 45,122
43
Kolar Gold Limited and its controlled entities Notes to the financial statements 17. Capital and reserves (Cont’d)
“A” class Ordinary shares
“B” class Ordinary shares
(25p each) (7p each)
2011
‘000 2010 ‘000
2011 ‘000
2010 ‘000
Movement in issued and fully paid share capital:
In issue 1 July 2010 1,543 1,543 45,122 41,616 Issued for cash 10,000 3,030 Issued on conversion of convertible loan notes
‐ ‐ 4,664 ‐
Issued to staff and consultants for services ‐ ‐ 983 ‐ Issued as settlement of debt ‐ ‐ ‐ 476 In issue at 30 June 2011 * 1,543 1,543 60,769 45,122 * At 30 June 2011 all of the issued shares of Kolar Gold plc are held by Kolar Gold Resources (India) Private Limited. b) Issued capital ‐ Kolar Gold Limited
Movement in issued and fully paid share capital: Note
Ordinary Shares
(7p each) 2011 ’000
Deferred Shares
(18p each) 2011 ‘000
“A” class Ordinary shares
(25p each) 2011 ‘000
“B” class Ordinary shares
(7p each) 2011 ‘000
Shares issued incorporation (i) ‐ ‐ ‐ ‐ Issued under Share Exchange Agreement with shareholders of Kolar Gold plc on 8 April 2011
‐ ‐ 1,543 60,769
Reorganisation of share capital approved by shareholders and completed on 8 April 2011
(ii)
62,312 1,543 (1,543) (60,769) Cancellation of Deferred Shares (ii) ‐ (1,543) ‐ ‐ Issued to staff and consultants for services
7,712 ‐ ‐ ‐
Issued for cash (iii) 30,000 ‐ ‐ ‐ In issue at 30 June 2011 (iv) 100,024 ‐ ‐ ‐
44
Kolar Gold Limited and its controlled entities Notes to the financial statements 17. Capital and reserves (Cont’d) c) Reconciliation to cash flows statement
No. ’000 £ ’000
Shares issued by Kolar Gold plc prior to Group restructure at 30p per share 10,000,000 3,000,000 Shares issued by Kolar Gold plc on conversion of convertible notes 4,664,000 ‐ Shares issued by Kolar Gold plc to staff and directors at 25p per share 850,000 ‐ Shares issued by Kolar Gold plc to external advisor at 30p per share 133,000 ‐ Shares issued by Kolar Gold Limited in lieu of cash for provision of services at 40p per share 1,612,500 645,000 Shares issued by Kolar Gold Limited to SUN Mining per SUN Agreements 5,833,119 ‐ Shares issued by Kolar Gold Limited for settlement of placement fees from prior years at 21p per share 266,667 ‐ Shares issued per Initial Public Offering at 40p per share 30,000,000 12,000,000
53,359,286 15,645,000
Notes: (i) On incorporation Kolar Gold Limited issued one “A” Class Ordinary Share for 25p and one “B” Class Ordinary Share for 7p. (ii) On 8 April 2011, Kolar Gold Limited, by special resolution of its shareholders, reorganised its share capital into one class of Ordinary Shares of 7p each and Deferred Shares of 18p each. The Deferred Shares were cancelled immediately thereafter by resolution of the Board in accordance with the Articles of Association. (iii) On 17 June 2011 Kolar Gold Limited completed a share placement and subsequently its shares were admitted to trading on AIM. (iv) All shares issued by the Company are ‘ordinary’ shares and rank equally in all respects, including for dividends, shareholder attendance and voter rights at meetings, on a return of capital and in a winding‐up. d) Reserves Share premium reserve The share premium reserve comprises the excess of consideration received over the par value of the shares issued. Options reserve The options reserve comprises the equity value of share based payments issued by the Group. Translation reserve The translation reserve contains all foreign currency differences arising from the translation of the financial statements of foreign operations.
45
Kolar Gold Limited and its controlled entities Notes to the financial statements 18. Loss per share The calculation of basic loss per share at 30 June 2011 was based on the loss of £3,256,290 (2010: £799,293), and a weighted average number of ordinary shares outstanding of 57,184,802 (2010: 44,490,936), calculated as follows:
2011 2010
£ £
Loss attributable to ordinary shareholders 3,256,290 799,293
Weighted average number of ordinary shares
‘000 ‘000
Issued ordinary shares at 1 July 46,665 43,159
Effect of shares issued during the year 10,520 1,332 Weighted average number of shares at 30 June 57,185 44,491
Diluted loss per share Options and warrants granted to the Directors, staff and external consultants are considered to be potential ordinary shares and have not been included in the determination of diluted loss per share because they are not considered to be dilutive. The options have not been included in the determination of the basic loss per share.
2011 pence per share
2010 pence per share
Basic loss per share 5.69 1.80
Diluted loss per share 5.69 1.80 19. Financial instruments
(a) Fair values of financial instruments The fair values of all financial assets and financial liabilities are equal to their carrying amounts shown in the statement of financial position.
Trade and other receivables The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material.
Trade and other payables The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material.
Cash and cash equivalents The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted at the market rate of interest at the balance sheet date.
46
Kolar Gold Limited and its controlled entities Notes to the financial statements 19. Financial instruments (Cont’d) (b) Credit risk
Financial risk management Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from taxation authorities and cash and cash equivalents. The carrying amount of cash and cash equivalents represents the maximum credit exposure on those assets. The cash and cash equivalents are held with bank and financial institution counterparties which are rated ‘A’ to ‘AAA’, based on rating agency Standard and Poor’s ratings.
Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. Therefore, the maximum exposure to credit risk at the reporting date was £11,604,272 (2010: £774,912), being the total of the carrying amount of financial assets, shown in the statement of financial position. The maximum exposure to credit risk for trade and other receivables at the balance sheet date was: 2011 2010 £ £ The maximum exposure to credit risk for receivables at the reporting date by geographic region was: Australia 48,996 8,896 United Kingdom 4,311 3,705 India 6,335 22,901 59,642 35,502
The maximum exposure to credit risk for receivables at the reporting date by type of counterparty was: UK government 4,311 3,705 Australian government 31,969 8,896 Other parties 23,362 22,901 59,642 35,502 No impairment losses have been recognised in 2010 and 2011. (c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
Financial liabilities Carrying amount
Contractual cash flows
6 months or less
6‐12 months
1 ‐2 years
£ £ £ £ £
30 June 2011
Trade and other payables 1,085,852 1,085,852 1,085,852 ‐ ‐
30 June 2010
Convertible notes 911,255 911,255 911,255 ‐ ‐ Trade and other payables 1,015,900 1,015,900 901,689 114,211 ‐ 1,927,155 1,927,155 1,812,944 114,211 ‐
47
Kolar Gold Limited and its controlled entities Notes to the financial statements 19. Financial instruments (Cont’d) (d) Currency risk The Group’s exposure to foreign currency risk is as follows. This is based on the carrying amount for monetary financial instruments except derivatives when it is based on notional amounts. 2011 2010 £ £
Cash and cash equivalents – £ 47,535 23,408 Trade and other payables – $ ‐ (235,329) Trade and other payables – US$ (53,312) ‐ (5,777) (211,921)
The following significant exchange rates applied during the year:
Average rate
Reporting date spot
rate
Average rate
Reporting date spot rate
2011 2011 2010 2010 GBP:A$ 1.6107 1.51149 1.7986 1.7588 GBP:INR 72.2835 72.6155 N/A N/A Sensitivity analysis A strengthening of the GBP, as indicated below, against the Australian dollar and Indian Rupee at 30 June 2011 would have decreased equity by the amount shown below. This analysis is on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant. Equity Profit or loss £ £ 30 June 2011 A$ (10 percent strengthening) 4,754 US$ (10 percent strengthening) (5,331) ‐
30 June 2010 A$(10 percent strengthening) (21,192) ‐ A weakening of the GBP against the Australian dollar and Indian Rupee at 30 June would have had the equal but opposite effect on the amounts shown above, on the basis that all other variables remain constant.
48
Kolar Gold Limited and its controlled entities Notes to the financial statements 19. Financial instruments (Cont’d) (e) Interest rate risk Profile At the reporting date the interest rate profile of interest‐bearing financial instruments was: Carrying amount
2011 £
2010 £
Variable rate instruments Cash and cash equivalents 11,544,630 739,410 Convertible notes ‐ (911,255)
11,544,630 (171,845) Cash flow sensitivity analysis for variable rate instruments The Group’s interest bearing assets at balance date comprised solely bank accounts. A change in interest rates would have increased/(decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. This analysis is performed on the same basis for 2010. 2011 2010 Profit or loss Profit or loss
100 bp increase
100 bp decrease
100 bp increase
100 bp decrease
Variable rate instruments 115,446 (115,446) 7,394 (7,394) 20. Operating leases
2011
2010 Non‐cancellable operating lease rentals are payable as follows: £ £
Less than one year 30,963 26,129 Between one and five years 9,180 23,855
40,143 49,984
21. Contingencies and commitments The Group has entered into a contract to purchase outstanding options over, and undertake exploration activity in relation to certain mining tenements in the Kolar Gold Fields region in India. The Group is entitled to purchase these options once all governmental and regulatory approvals have been obtained. The Group expects to complete the acquisition of all of these tenements by June 2013. The total cost of acquiring the options is £4.4 million. In addition, the Company expects to spend £3.3 million on exploration activities between July 2011 and December 2012.
49
Kolar Gold Limited and its controlled entities Notes to the financial statements 22. Group entities Country of Ownership interest incorporation 2011 2010 Kolar Gold Resources Limited (i) Mauritius 100 ‐ Kolar Gold Resources (India) Private Limited (ii) India 100 ‐ Kolar Gold Pty Ltd Australia 100 100 Kolar Gold plc (iii) England 100 ‐ Kolar Gold (Australia) Pty Ltd (iv) Australia ‐ 100
(i)
Incorporated on 3 March 2011
(ii) Incorporated on 24 March 2011 (iii) Kolar Gold plc was the parent of the Group until the restructure of the Group on 8 April 2011 as set out
in Note 1.1. Following the restructure Kolar Gold plc is a wholly owned group entity. (iv) Wound up and deregistered on 22 April 2011.
23. Related parties
Key management personnel
Key management personnel remuneration 2011 £
2010 £
Cash‐settled transactions 701,594 239,141 Share‐based payments 669,216 54,810 1,370,810 293,951
In addition to their salaries and fees, key management personnel participate in the Group’s share option programme (see Note 16). The above remuneration amounts have been prepared on a consolidated basis and include directors of Kolar Gold Limited and Kolar Gold plc. The remuneration amounts disclosed below and in the Directors’ Report is the remuneration of Kolar Gold Limited directors only.
50
Kolar Gold Limited and its controlled entities Notes to the financial statements 23. Related parties (Cont’d) Directors’ remuneration and interests
Remuneration Interests
Director Cash‐settled transactions
Share‐based payments Totals Shares Options
£ £ £ No. No.Harvinder Hungin (Chairman) 15,000 110,475 125,475 1,700,0001 650,0001
Nicholas Spencer (Chief Executive Officer)
318,152 206,276 524,428 1,732,053 1,350,000
Richard Johnson (Chief Operating Officer)
129,447 110,120 239,567 725,000 675,000
Stephen Coe 2 14,583 85,925 100,508 Nil 350,000 Stephen Oke 13,333 85,925 99,258 Nil 350,000 Shiv Khemka 10,000 ‐‐ 10,000 Nil Nil
TOTALS 500,515 598,721 1,099,236 4,157,053 3,375,000
1. SG Hambros Trust Company (Channel Islands) Limited hold 1,700,000 Ordinary Shares and 200,000 options, as trustee of the Carlyle Settlement, in which Harvinder Hungin and his family have an interest. 2. 50% to be paid by the issue of shares Amounts owing to directors at 30 June 2011 were £479,354 (2010: £127,006). SUN Mining is a related party, as Shiv Khemka is a director of the company and Vice Chairman of SUN Group. SUN Group holds 5,833,119 shares in the Company. The amounts paid to SUN Group are disclosed in the Consolidated Statement of Comprehensive Income and also in Note 16. The balance outstanding at the year end was nil. 24. Subsequent events There have been no significant events subsequent to the balance sheet date to report that would alter the financial statements as at 30 June 2011
51
Independent auditor’s report to the members of Kolar Gold Limited We have audited the Group financial statements (the “financial statements”) of Kolar Gold Limited (the “Company”) for the year ended 30 June 2011 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards as adopted by the EU. This report is made solely to the Company’s members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. 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 As explained more fully in the Statement of Directors' Responsibilities set out on page 13, 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 circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Board of Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non‐financial information in the Director’s 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 of the state of the Group’s affairs as at 30 June 2011 and of its loss for the year then ended;
• are in accordance with International Financial Reporting Standards as adopted by the EU; and • comply with the Companies (Guernsey) Law, 2008.
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Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies (Guernsey) Law 2008 requires us to report to you if, in our opinion:
• the Company has not kept proper accounting records; or • the financial statements are not in agreement with the accounting records; or • we have not received all the information and explanations, which to the best of our knowledge and
belief are necessary for the purpose of our audit.
L Richmond For and on behalf of KPMG Audit Plc, Chartered Accountants and Recognised Auditors 15 Canada Square London E14 5GL 11 November 2011
Annual Report
Kolar Gold LimitedFrances House, Sir William PlaceSt. Peter Port, Guernsey, GY1 4HQ Tel: +44 (0) 1481 723 573Fax: +44 (0) 1481 732 131Email: [email protected] Website: www.kolargold.com.au
2011