Wishbone Gold Plc: Final Results For The Year Ended 31 December 2014
(firmenpresse) - LONDON, UNITED KINGDOM -- (Marketwired) -- 06/30/15 -- Wishbone Gold Plc / Index: AIM / Epic: WSBN / Sector: Natural Resources
Wishbone Gold Plc (AIM: WSBN) ("Wishbone Gold" or the Company"), the AIM listed exploration and acquisition company focused on identifying and developing precious metal assets, today announces its final results for the year ended 31 December 2014.
General Highlights (including post period end)
Chairman Richard Poulden said:
"Wishbone continues to consider potential acquisitions in line with our corporate strategy whilst we continue with exploration of our current portfolio."
The full report and accounts are being posted on the Company''s website, .
Wishbone Gold PLC
Chairman''s Statement
Dear Shareholders
Throughout the year, and currently, your Company has continued to pursue a search for suitable acquisitions whilst continuing our exploration activities on our existing properties. It is a source of immense frustration to me and your board that we are unable to keep the market and our shareholders fully informed of all these activities in the way that we would wish but we are subject to the AIM rules in this regard and thus limited in the information we can provide to shareholders until such time as deals can be concluded.
You will also note that at the year end there are a substantial amount of current liabilities. US$292,684 (GBP 188,403) of which relates solely to directors'' fees and shareholder loans. As part of any future transaction it is the Company''s intention to require the conversion of these liabilities into new equity. The Company continues to pursue the acquisition strategy set out in the Admission Document and the Company has, as a consequence of the AIM Rules, effectively been in a closed period since it was admitted to AIM.
I am committed to supporting the key projects in the pipeline and ensuring Wishbone has sufficient funds to meet these objectives. It is likely that further fundraisings will be required as part of the Company''s future plans. The Company continues to receive financial support from the Black Swan group, of which I am Chairman and which is a major shareholder of the business, and Black Swan has indicated that it will not call the shareholder loans currently amounting to US$576,615 and intends to convert such loans into equity at the earliest opportunity. In addition, it has pledged further financial support to the business to the extent it is required. It should be noted that these loans would have been converted if it was permitted under the AIM Rules. Further funding during the last two months has been advanced, details of which are disclosed below.
In April 2015, the Black Swan group advanced to the Company a further loan of GBP 200,000 at 5% interest. As I am Chairman of Black Swan Plc (of which Black Swan FZE is a wholly owned subsidiary) this was classified as a related party transaction under Rule 13 of the AIM Rules for Companies. The independent directors of the Company, being in this instance Jonathan Harrison, George Cardona, Professor Michael Mainelli and Alan Gravett, having consulted with the Company''s nominated adviser, Sanlam Securities UK Limited, considered that the terms of the loan were fair and reasonable insofar as shareholders were concerned.
Exploration on our Current prospects
Our exploration in the last year has focussed on our White Mountains prospect and has highlighted the underexplored nature of this region on the western margin of the well mineralized North Queensland Charters Towers Gold Province. Significantly, there is very little previous drilling in the whole of the White Mountains area other than in Granite Castle to the west of our tenement.
The most unusual aspect of the prospect is a zoned polymetallic hydrothermal system which is present with an elemental association Ni, Co, Cr, As, Sb, indicating possible heterogeneous fluids. Our geologists attribute this to (1) possibly Permo-Carboniferous associated with dykes and (2) fluid that has interacted with mafic/ultramafic rocks. Similar patterns have been noted elsewhere in the district, for example near Antler and Homestead. These have been shown to trend into precious metal zones in other parts of the region.
We have documented previously that there are several small gold and polymetallic historical workings on the White Mountains tenement. In addition, just to the west, there are several drilled gold prospects, the notable one being Granite Castle which is an advanced exploration play with a JORC gold resource currently being assessed by Mantle Mining. Some of these trends extend along strike into the Wishbone Gold tenements and provide obvious targets for further exploration this season.
Lastly, further exploration is indicated for the Edwards antimony-goldarsenic structure. This was originally delineated by ground magnetics and has now been shown by rock chip sampling to be developed over 2 km of strike.
Future exploration will focus on determining the extent of the outcropping and buried Au-Sb mineralised veining along the trend of exploration surrounding the property and our objective is to delineate drill targets for the current year.
Grant of Share Options
In recognition of our CFO, Clive Hyman''s contribution to the Company, he was granted options of over 5 million new ordinary shares in the Company to vest as follows: 2,000,000 immediately on grant on 7 March 2014, 2,000,000 on 7 March 2015, and 1,000,000 on 7 March 2016.
Change of Advisors
Sanlam Securities UK Limited was appointed as Nominated Adviser on 26 January, 2015. We are extremely pleased to have Sanlam on board and welcome their experience and advice.
Financial Overview
At the end of the period under review, Wishbone Gold held cash balances totalling US$303,790 (2013: US$135,074). Since then a net US$457,000 has been added to cash as a result of the Open Offer. Costs continue to be tightly controlled to ensure the maximum amount of funds available to the Company are spent in the ground for exploration purposes and on the acquisition program. Acquisition costs of US$831,915 have been incurred during the year. The Directors are all paid minimal salaries and, at the Company''s option, these can be paid in ordinary shares. During the period under review and during the current year all directors'' salaries have been paid by shares in this way. Administrative costs, including interest during the year totalled US$673,085 (2013: US$625,872).
During the financial year the following key events occurred:
The following events took place after the year end:
A further loan of GBP 200,000 was provided by Black Swan Plc on 9 April 2015 on the same terms as the existing loan as disclosed in note 14.
Further details of our funding requirements are set out in note 2. The group is dependent on the support of its directors and Black Swan Plc and will be required to raise additional funds to carry out its investment strategy and continue to meet its liabilities as they fall due. This represents a material uncertainty which is also referenced in the auditor''s opinion as an emphasis of matter. However, you should note that the opinion is not qualified in this regard.
Outlook
We hope, in the very near term, to be in a position to announce the next stage in your company''s development.
In conclusion, I would like to thank the board, management team and all our advisers for their hard work during the year and to express all our thanks to you our shareholders for your continuing support. I am of the belief that this will be vindicated by performance in future.
There are no recognised gains or losses other than disclosed above and there have been no discontinued activities or acquisitions in the year.
Wishbone Gold PLC
Notes to the Financial Statements for the year ended 31 December 2014
1. General information
The consolidated financial statements of Wishbone Gold Plc for the year ended 31 December 2014 were authorised for issue in accordance with a resolution of the Company''s directors on 29 June 2015.
The Company was incorporated in Gibraltar under the name of Wishbone Gold Plc as a public company under the Gibraltar Companies Act. The authorised share capital of the Company is GBP 1,000,000 divided into 1,000,000,000 shares of GBP 0.001 each. The registered office is located at G1 Haven Court, 5 Library Ramp, Gibraltar. The principal activity of the Company is that of holding company of a group which is engaged in mineral exploration.
On 2 July 2013, the Company approved the conversion of GBP 207,222.87 of expenses and debts into 11,841,307 ordinary shares to the Directors at a price of 1.75p to satisfy debts and expenses incurred on behalf of the Company.
On 18 December 2013 the Company approved the conversion of GBP 7,500 of expenses into 272,727 shares at the price of 2.75p.
On 7 March 2014 the Company issued 45,772,693 ordinary shares in exchange for 1,031,360 ordinary shares in Global Resources Investment Trust, net of issue costs of US$34,450.
The Company undertook a conditional Placing and Open Offer on 4 April 2014. A total of new issues, including commission shares, of 33,677,181 new ordinary shares were admitted to trading AIM on 28 April 2014 which raised US$780,792 net of expenses of US$32,682.
On 17th July 2014, the Company approved the conversion of GBP 7,500 of expenses into 500,000 new ordinary shares at the price of 1.5p.
2. Accounting policies
Basis of preparation
The financial statements of Wishbone Gold Plc and its subsidiary, together "the Group" have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") applied in accordance with the provisions of the Gibraltar Companies Act, Gibraltar Companies (Accounts) Act 1999 and Gibraltar (Consolidated Accounts) Act 1999.
In accordance with the Gibraltar Companies (Consolidated Accounts) Act 1999, the individual statement of financial position of the Company has been presented as part of these financial statements. The individual statement of comprehensive income has not been presented as part of these financial statements as permitted by Section 10 of the Act. The individual statement of comprehensive income of the Company shows a loss for the year of US$2,566,571 (2013: US$682,768).
IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") and there is an on-going process of review and endorsement by the European Commission. The accounts have been prepared on the basis of the recognition and measurement principles of IFRS that are applicable for the year commencing 1 January 2014.
The consolidated financial statements have been prepared under the historical cost convention. The principal accounting policies set out below have been consistently applied to all years presented other than changes from the new and amended standards and interpretations effective from 1 January 2014.
Going concern
The Group''s business activities, together with the factors likely to affect its future development, performance and position are set out in the Chairman''s Statement and Directors'' Report. The financial position of the Group at the year end and its cash flows and liquidity position are included in the consolidated statement of financial position and the consolidated statement of cash flows. As at 31 May 2015 the Company and Group cash balances amounted to US$139,279 and current liabilities, excluding directors and other fees for which agreement has been reached to settle via the issue of equity (amounting to US$292,684), were US$957,783. The Group closely monitors and manages its capital position and liquidity risk regularly throughout the year to ensure that it has sufficient funds to meet forecast cash requirements and satisfy the working capital requirements and proposed acquisition and exploration activity.
After making enquiries and careful consideration, the directors have concluded that there is a reasonable expectation that the Group has access to adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. However in making this assessment the directors have considered the following matters which give rise to a material uncertainty that may cast significant doubt on the Group''s ability to continue as a going concern. If as a result of this material uncertainty the Group was unable to continue as a going concern, it is unlikely that it would be able to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that may result if the Company and Group was unable to continue as a going concern.
Funding requirements for ongoing operations:
As set out above the Company and Group held US$139,279 cash as at 31 May 2015 and needs to raise funds to meet current liabilities. As noted above the Group will convert certain liabilities to equity once approval from AIM has been given to issue new equity. Further funding will be required to meet remaining liabilities and also to meet ongoing corporate and other costs and this will be met through a planned equity placing or short term shareholder loans as required. Further funding has been advanced post year end by Black Swan Plc, details of which are disclosed in note 21.
The Group will also need additional funds to enable it to progress existing and new projects in 2015 and beyond as detailed in note 18. The Group continues to work on a financial strategy to secure the funds to support the next phase of the Group''s planned activities which will include the commencement of the new projects. The estimated quantum of funds will be determined by the potential acquisitions being considered and the funding requirement for the group to maintain its exploration programme for its existing exploration permits in Australia. The Group is actively looking at a number of fund-raising options including an equity placing and further information will be provided to shareholders in due course on how the Group''s ongoing and planned business plans will be financed.
The outcome of the selected fund-raising options outlined above cannot be predicted, and sufficient funds may not be forthcoming to fund the Group''s operations. This represents a material uncertainty that casts significant doubt over the Company''s and the Group''s ability to continue as a going concern.
Basis of consolidation
The Group''s consolidated financial statements incorporate the financial statements of the Company and its subsidiary prepared to 31 December each year. Control is achieved where the company has power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.
All intra-group transactions and balances and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the consolidated accounts.
In the parent company financial statements the investment in the subsidiary is accounted for at cost.
Business combinations and goodwill
On acquisition, the assets and liabilities and contingent liabilities of subsidiaries are measured at their fair values at the date of acquisition. Any excess of cost of acquisition over the fair value of identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of identifiable net assets acquired (i.e. discount on acquisition) is credited to the income statement in the period of acquisition. Goodwill arising on consolidation is recognised as an asset and reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is not subsequently reversed.
Exploration and evaluation assets
Costs arising from exploration and evaluation activities are accumulated separately for each area of interest and only capitalised where such costs are expected to be recovered through successful development, or through sale, or where exploration and evaluation activities have not, at the reporting date, reached a stage to allow a reasonable assessment regarding the existence of economically recoverable reserves.
Expenditure capitalised comprises direct costs that have a specific connection with a particular area of interest. Capitalised expenditure in respect of areas of interest is written off in the income statement when the above criteria do not apply or when the directors assess that the carrying value may exceed the recoverable amount.
Capitalised costs in respect of an area of interest that is abandoned are written off in the period in which the decision to abandon is made.
Once production commences, capitalised expenditure is respect of an area of interest will be amortised on a unit of production basis by reference to the reserves of that area of interest.
Investments
Investments in group undertakings
Investments in group undertakings are measured at cost less any impairments arising should the fair value after disposal costs be lower than cost.
Investments held for resale
Investments held for resale are designated at fair value through profit or loss at inception. Purchases and sales of investments are recognised on the trade date, which is the date that the Group commits to purchase or sell the asset. Investments are de-recognised when the rights to receive cash flows from the investments have expired or the Group has transferred substantially all risks and rewards of ownership. Investments held for resale are initially recognised at cost. Subsequent to initial recognition, these investments held for resale are measured at fair value in the statement of financial position. Gains and losses arising from changes in the fair value of these assets are presented in profit or loss in the period in which they arise. During the year the company recognised impairments of US$1,086,395 (2013 : US$nil).
Impairment
At each year end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is higher of fair value less cost to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset, for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash generating unit) in prior periods. A reversal of impairment loss is recognised in the income statement immediately.
Foreign currencies
The consolidated financial statements are presented in United States Dollars ("US$"), the presentation and functional currency of the Company. All values are rounded to the nearest US$. Transactions denominated in a foreign currency are translated into US$ at the rate of exchange ruling at the date of the transaction. At the year end date, monetary assets and liabilities denominated in foreign currency are translated at the rate ruling at that date. All exchange differences are dealt with in the income statement.
On consolidation, the assets and liabilities of foreign operations which have a functional currency other than US$ are translated into US$ at foreign exchange rates ruling at the year end date. The revenues and expenses of these subsidiary undertakings are translated at average rates applicable in the period. All resulting exchange differences are recognised as a separate component of equity. Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation are recognised in the consolidated statement of comprehensive income and disclosed as a separate component of equity, such foreign exchange gains or losses are reclassified from equity to the income statement on disposal of the net foreign operation. The same foreign exchange gains or losses are recognised in the stand alone income statements of either the parent or the foreign operation.
In the statement of cash flows, cash flows denominated in foreign currencies are translated into the presentation currency of the Group at the average exchange rate for the year or the prevailing rate at the time of the transaction where more appropriate.
The closing exchange rate applied at the year end date was AUD 1.2258 per US$1 (2013: AUD 1.1268). The average exchange rate applied at the year end date was AUD 1.1094 per US$1 (2013: AUD 1.0362).
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker as required by IFRS 8 "Operating Segments". The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.
The accounting policies of the reportable segments are consistent with the accounting policies of the Group as a whole. Segment loss represents the loss incurred by each segment without allocation of foreign exchange gains or losses, investment income, interest payable and tax. This is the measure of loss that is reported to the Board of Directors for the purpose of the resource allocation and the assessment of the segment performance.
When assessing segment performance and considering the allocation of resources, the Board of Directors review information about segment assets and liabilities. For this purpose, all assets and liabilities are allocated to reportable segments (note 4).
Other receivables
Other receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment. Provision for impairment is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivable. The amount of the impairment is the difference between the asset''s carrying amount and the present value of the estimated future cash flows, discounted at effective interest rate.
Cash and cash equivalents
Cash and cash equivalents comprise on demand deposits held with banks, with original maturity of three months or less.
Derivative financial instruments
Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to the income statement.
Trade and other payables
Trade payables are initially measured at fair value, and subsequently measured at amortised cost, using the effective interest rate method.
Taxation
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the year end date.
Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting, nor taxable profit or loss, it is not accounted for. Deferred tax is determined using tax rates and laws that have been enacted (or substantively enacted) by the year end date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its liabilities. Equity instruments issued by a group entity are recorded at the proceeds received, net of any direct issue costs.
Share based payments
The Company has historically issued warrants and share options in consideration for services. During the year, the Company issued share options as disclosed in note 16. The fair value of the warrants/share options have been treated as part of the cost of the service received and is charged to share premium with a corresponding increase in the share based payment reserve.
New standards, interpretations and amendments to published standards effective in the year
These amendments clarified the scope of certain disclosures about the recoverable amount of impaired assets. These amendments are effective for annual periods beginning on or after 1 January 2014. The Group has impaired its investments during the year and has considered the amendments to this standard in providing the disclosures in notes 11 and 12.
New standards, amendments and interpretations not yet adopted
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2014, and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group, except the following set out below:
In addition to the standards, interpretations and amendments noted above, the Government of Gibraltar passed into law the Companies Act 2014 ("the New Act") on 1 November 2014. The accounting and audit provisions of the New Act come into force for annual periods commencing on or after 1 November 2014. The Company and the Group are continuing to assess the impact of the New Act but this is expected to be negligible.
3. Critical accounting estimates and judgements
The critical accounting estimates and judgements made by the Group regarding the future or other key sources of estimation, uncertainty and judgement that may have a significant risk of giving rise to a material adjustment to the carrying values of assets and liabilities within the next financial year are:
Critical judgements in applying the group''s accounting policies
Going concern
The preparation of the financial statements requires an assessment on the validity of the going concern assumption as disclosed in note 2. The validity of the going concern assumption is dependent on the discovery, successful further development and ultimate production of reserves and the availability of sufficient finance to bring the reserves to economic maturity and profitability.
Impairment of exploration and evaluation assets
The Board of Directors continue to budget for the exploration and evaluation commitments noted in note 18 and continue to invest in these. The Board of Directors do not consider that the exploration and evaluation assets are impaired. The carrying value of these assets is dependent on the judgements reached in relation to going concern in order to fund and develop these assets.
Determination of functional currency
The Directors considers the US$ to be the currency that most faithfully represents the economic effect of the underlying transactions, cash flows, events and conditions of the Company. The US$ is the currency in which the Company measures its performance and reports its results, as well as the currency in which it assesses the viability of projects.
Parent company statement of financial position - impairment of the investment in and loan to the subsidiary
At the reporting date, the subsidiary had net liabilities of US$117,227 (AUD 143,697) (2013: US$93,968 (AUD 105,884)). As noted above, the Board of Directors do not consider that the exploration and evaluation assets are impaired and therefore there is no indication of impairment of the investment in and loan to the subsidiary of US$173,584 (2013: US$173,584) and US$424,970 (2013: US$421,281) respectively.
Key accounting estimates
Valuation of warrants and options
As described in note 16, the fair value of the warrants and options granted was calculated using the Black & Scholes model which requires the input of highly subjective assumptions, including volatility of the share price. Changes in subjective input assumptions may materially affect the fair value estimate.
4 Segmental analysis
Management has determined the operating segments by considering the business from both a geographic and product perspective. For management purposes, the Group is currently organised into one operating division: resource evaluation. The division is the business segment for which the Group reports its segment information internally to the Board of Directors. The group''s operations are predominantly in Australia.
Abortive acquisition costs relate to costs incurred in exploring and evaluating potential acquisition targets which were later aborted by the directors.
Remuneration paid to the directors of the Group has historically been settled via the issue of equity in the Company, as disclosed in note 19.
6. Staff costs
The Group has no employees. Staff costs for the year ended 31 December 2014 were US$nil (2013: US$nil).
If full provision had been made for deferred taxation for the year, the taxation charge would have increased/(decreased) as follows:
The Group has unused tax losses from its subsidiary, which is subject to tax in Australia, of approximately US$460,695 at 31 December 2014 (2013: US$435,182). A related deferred tax asset has not been recognised in the financial information due to the uncertainty surrounding its recoverability. The deferred tax asset can be recovered against suitable future trading profits in the same jurisdiction. Tax losses have no expiry date.
Due to the Company and the Group being loss making, the share options and warrants (note 16) are anti-dilutive.
The amount owed by subsidiary undertaking relates to an interest free loan to Wishbone Gold Pty, repayable on demand.
The Group holds Exploration Permits for Mining ("EPMs") to four tenements which have initial expiration dates ranging from April 2016 to September 2018. The renewal of the EPMs is for a maximum further period of 5 years. Permits are not automatically renewed but require an application to the Queensland Department of Natural Resources and Mines.
The movement in investments held for resale during the year is as follows:
Wishbone Gold Pty Ltd is an exploration company and Wishbone Gold Tasmania Pty Limited has remained dormant. Both companies are incorporated in Australia and the registered office address is PKF, RSL Centre Level 5, 9 Beach Road, Surfer''s Paradise QLD 4217, Australia.
Investments held for resale
Investments held for resale of both the Group and the Company relate to Global Resources Investment Trust which was acquired as a result of a share-for-share exchange as disclosed in note 15. The investments held for resale are valued based on the market price of the shares. During the year, the directors have recognised an impairment loss of US$1,086,395 through the consolidated income statement.
12 Impairment of investments
As stated in note 11, the directors have recognised impairment on the investment held in Global Resources Investment Trust to reflect the fair value of the investment. The impairments recognised in both the Group and the Company accounts are as follows:
In addition to the directors'' fees payable as disclosed in note 19, directors'' expenses amounting to US$169,916 (2013: US$50,698) have been accrued and are expected to be settled via the issue of equity.
A loan facility was entered into in the course of the year ended 31 December 2013 from Black Swan FZE for a maximum amount of GBP 150,000. This loan carries an interest charge of 5% per annum, calculated on the principle and interest outstanding each month until redemption. The loan is repayable at any time at the option of the Black Swan FZE.
GBP 100,000 (US$163,506) of the facility was drawn down on 6 November 2013. The remaining facility of GBP 50,000 (US$83,208) was drawn down on 4 March 2014.
The Directors consider that the carrying amount of borrowings approximates to their fair value.
On 2 July 2013, the company approved the conversion of GBP 207,222.87 of expenses and debts into 11,841,307 ordinary shares to the directors at a price of 1.75p to satisfy debts and expenses incurred on behalf of the Company.
On 18 December 2013 the Company approved the conversion of GBP 7,500 of expenses into 272,727 shares at a price of 2.75p.
On 7 March 2014 the Company issued 45,772,693 ordinary shares in exchange for 1,031,360 ordinary shares in Global Resources Investment Trust, net of issue costs of US$34,450.
The Company announced a conditional Placing and Open offer on 4 April 2014. A total of new issues, including commission shares, of 33,677,181 new ordinary shares were admitted to trading AIM on 28 April 2014 which raised US$780,792 net of expenses of US$32,682.
On 17 July 2014 the Company approved the conversion of GBP 7,500 of expenses into 500,000 shares at a price of 1.5 p.
Ordinary shares carry a right to receive notice of, attend, or vote at any Annual General and Extraordinary General Meetings of the company. The holders are entitled to receive dividends declared and paid by the Company.
16 Share based payments
Share options were issued to Clive Hyman, the CFO, on 7 March 2014 over 5,000,000 new ordinary shares in the Company to vest as follows: 2,000,000 immediately on grant, 2,000,000 on 7 March 2015, and 1,000,000 on 7 March 2016. The fair value of the options as at the date of issue was US$44,756, which has been recognised within administrative expenses in the consolidated income statement.
Details of the warrants and share options in issue during the year ended 31 December 2014 are as follows:
Fair value is measured by use of the Black & Scholes model with the assumption of 60% future market volatility and a future interest rate of 5% per annum based on a future normalised economic climate. The expected life used in the model has been adjusted, based on management''s best estimate, for the effects of non-transferability and exercise restrictions. The fair value of share options and warrants granted as at 31 December 2014 was US$74,205 (2013: US$29,449).
17 Financial Instruments
The Group''s financial instruments comprise cash and cash equivalents, borrowings and items such as trade payables which arise directly from its operations. The main purpose of these financial instruments is to provide finance for the Group''s operations.
The Group''s operations expose it to a variety of financial risks including credit risk, liquidity risk, interest rate risk and foreign currency exchange rate risk. The Directors do not believe the Group is exposed to any material equity price risk. The policies are set by the Board of Directors.
Classification of financial instruments
All Group financial assets are classified as loans and receivables, and are held at amortised cost. All of the Group''s financial liabilities classified as other financial liabilities are also held at amortised cost. The carrying value of all financial instruments approximates to their fair value.
Capital management
The Group''s objectives when managing capital are to safeguard the Group''s ability to continue as a going concern, to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group defines capital as being share capital plus reserves. The Board of Directors monitor the level of capital as compared to the Group''s commitments and adjusts the level of capital as is determined to be necessary, by issuing new shares. The Group is not subject to any externally imposed capital requirements.
Credit risk
The Group''s credit risk is primarily attributable to its cash and cash equivalents. However, these are deposited at reputable financial institutions, therefore management do not consider the risk to be significant.
The carrying amount of financial assets represents the maximum credit exposure. The maximum credit exposure to credit risk at the reporting date was US$304,483 (2013: US$141,109).
The total of other receivables and cash and cash equivalents constitutes all of the financial assets within the IAS 39 category; loans and receivables held by the Group.
Interest rate risk
The Group''s interest bearing assets comprise only cash and cash equivalents and earn interest at a variable rate. The Group has a policy of maintaining debt at fixed rates which are agreed at the time of acquiring debt to ensure certainty of future interest cash flows. The directors will revisit the appropriateness of the policy should the Group''s operations change in size or nature.
The only Group borrowing at 31 December 2014 was US$233,025 (2013: US$164,952) owing to Black Swan FZE, 5% interest is payable on this borrowing and it is repayable any time at option of Black Swan FZE and cannot be converted into shares.
No sensitivity analysis for interest rate risk has been presented as any changes in the rates of interest applied to cash balances would have no significant effect on either profit or loss or equity.
The Group has not entered into any derivative transactions during the year under review.
Liquidity risk
The Group actively maintains cash balances that are designed to ensure that sufficient funds are available for operations and planned expansions. The Group monitors its levels of working capital to ensure that it can meet its debt repayments as they fall due. All of the Group''s financial liabilities are measured at amortised cost. Details of the Group''s funding requirements are set out in note 2.
Non-derivative financial liabilities, comprising borrowings, trade creditors and accruals of US$724,758 (2013: US$116,496) are repayable within 1-3 months from the year end. The amounts represent the contractual undiscounted cash flows, balances due equal their carrying balances as the impact of discounting is not significant.
Foreign currency exchange rate risk
The Group undertakes certain transactions in foreign currencies. Hence, exposure to exchange rate fluctuations arises.
The Group and Company incurs foreign currency risk on transactions denominated in currencies other than their functional currencies. The principal currencies that give rise to this risk at Group level is United States Dollars. At the year end, the Group''s exposure to currencies other than the functional currencies is minimal; accordingly any increase or decrease in the exchange rates relative to the functional currencies would not have a significant effect on the financial statements.
Fair values of financial instruments
In the opinion of the directors, the book values of financial assets and liabilities represent their fair values.
18 Commitments
Expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Group is required to perform minimum exploration work to meet the minimum expenditure requirements specified by various authorities. These obligations are subject to periodic renegotiations. These obligations are not provided for in the financial statements and as at 31 December 2014 and 31 December 2013 are payable as follows:
19 Related parties
An outstanding balance of a convertible loan note issued by the Company to Black Swan Plc was converted into shares on 2 July 2013 as part of the conversion of directors'' fees and expenses into equity (note 15). Richard Poulden, who is the Chairman of the Company, is also a director of Black Swan Plc. The company drew down on a new facility granted in 2013 by Black Swan FZE (a company in which Richard Poulden has an interest) of GBP 150,000 which was drawn down as follows: US$163,506 (GBP 100,000) on 6 November 2013 and US$83,208 (GBP 50,000) on 4 March 2014. The terms of this facility are set out in note 14. Interest accrued of US$11,326 is outstanding as at 31 December 2014 (2013: US$1,234) and included in trade creditors.
As part of the placing and open offer outlined in note 15, Black Swan FZE underwrote the issue and 980,888 commission shares were paid accordingly representing 3% of the amount underwritten.
The following summarises the fees incurred in respect of directors and officers services for the year ended 31 December 2014 and 2013, and the amounts settled by the Company by way of share issues:
Richards Poulden''s services are billed by Black Swan FZE, in which Richard Poulden, a director of the Company, has an interest for consultancy services. In addition, the services of the CFO, Clive Hyman, who is not a director of the Company, are also billed by Black Swan FZE to Wishbone Gold Plc. The company settled US$nil (2013: US$12,642) of these fees in ordinary shares to Black Swan FZE, a company in which Richard Poulden has an interest. Travelling expenses of US$119,218 (2013: US$102,767) were incurred on behalf of the Company during the year. A total of US$169,916 (2013: US$50,698) is payable at the year end. US$nil (2013: US$93,821) were settled through the issue of ordinary shares during the year.
Jonathan Harrison''s services are billed by Easy Business Consulting Limited, in which Jonathan Harrison, a director of the Company, has an interest for consultancy services. Professor Michael Mainelli''s services are billed by Z/Yen Group Limited, in which Professor Michael Mainelli, a director of the Company, has an interest for consulting services.
20 Ultimate controlling party
The directors believe that there is no single ultimate controlling party.
21 Events after the reporting date
The following took place after the year end:
22 Availability of accounts
The full report and accounts are being posted on the Company''s website, .
Contacts:
Wishbone Gold Plc
Richard Poulden
Executive Chairman
+971 504524994
+44 77 0341 2817
Clive Hyman
Chief Financial Officer
+44 20 7562 7653
+44 78 0263 4163
Sanlam Securities UK Limited
Simon Clements/Virginia Bull
+44 20 7628 2200
Beaufort Securities Limited
Elliot Hance/Saif Janjua
+ 44 20 7382 8300
Damson PR
Abigail Stuart-Menteth
+44 7855 526550
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Unternehmensinformation / Kurzprofil:
Datum: 30.06.2015 - 07:26 Uhr
Sprache: Deutsch
News-ID 1369384
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contact information:
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Town:
LONDON, UNITED KINGDOM
Phone:
Kategorie:
Natural Resource Management
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"Wishbone Gold Plc: Final Results For The Year Ended 31 December 2014
"
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