13th Mar 2012 07:00
Stratex International plc / Index: AIM / Epic: STI / Sector: Mining
Stratex International plc ('Stratex' or 'the Company')
Final Results for the year to 31 December 2011
Stratex International plc, an AIM-quoted gold exploration and development company focused on Turkey, East Africa and West Africa is pleased to announce its results for the year ended 31 December 2011.
HIGHLIGHTS
Operational Overview
·; Significant progress in all areas of operation
·; Total gold discovered to date reaches 2.26 million ounces
·; Substantial gold discovery at Öksüt in Turkey with over 1 million ounces
·; Major new gold systems identified in Ethiopia at Blackrock and Megenta within Stratex's epithermal province discovery
·; Important strategic land position in West Africa through acquisition of Silvrex Limited.
·; Feasibility study finalised at Inlice gold project, Turkey
·; New partner with mine development experience signed-up for the Altıntepe project, Turkey - Stratex free carried to production.
·; Maiden resource declared at Muratdere porphyry prospect in Turkey indicating a substantial multi-metal deposit.
·; Strategic alliance agreement entered into with Antofagasta for exploration of porphyry copper deposits in Turkey.
Financial Overview
·; Substantial reduction in pre-tax loss to £517,377 (2010: loss of £2.88million) assisted by:
o gain of £527,199 on the sale of the stake in Sheba Exploration
o gain of £805,068 on gaining full control of Altıntepe Madencilik Sanayi ve Ticaret AS.
·; Net assets at 31 December 2011 were over £8.27 million, an increase of 82% in the year, reflecting:
o additions to the exploration assets, principally at Blackrock and Shehagne
o the acquisition of the Dalafin project in Senegal
·; Over £3 million of cash at year end.
Christopher Hall, Chairman, commented: "I am delighted with the progress that Stratex has achieved in 2011. We are first and foremost an exploration and development company and in the past twelve months we have achieved significant progress in Turkey and East Africa while I believe our acquisition in West Africa gives us the potential to repeat our successes elsewhere. Looking forward, we embark on what looks like another exciting year for the company."
Chairman's Statement
Stratex made significant progress in all areas of operation during the 2011 financial year. In Turkey, we have created an advanced portfolio of development projects with experienced mine developers, and in Stratex East Africa we are now ready to pursue an aggressive gold exploration programme. Towards the end of the year Stratex also acquired a series of West African licenced properties for future delineation work.
I make no apologies for repeating that Stratex is first and foremost an exploration and development company. We have neither the skills nor the desire to become constructors and operators of mines and we remain focused on exploration for major mineral deposits, principally gold. We aim to create value for shareholders using experienced partners to develop our discoveries.
Mineral exploration is characterised by high risks and potentially high rewards. The majority of exploration programmes undertaken around the world do not result in economic mines. Nevertheless by closely monitoring all our activities, risks can be mitigated and each successive stage of every programme is carefully reviewed to ensure that the potential reward justifies the additional investment.
This has been the rationale behind many of our joint ventures where we seek to share, and sometimes eliminate, our risk by bringing in a partner. In the early days the terms were very much dictated by our partners, usually a major mining company. In the last couple of years, as our success has become clear and our expertise better appreciated, we have been able to negotiate progressively better terms enabling Stratex to retain a greater share of the potential rewards.
In some cases we are now carried, without further expenditure, to the completion of a feasibility study; in others we are carried right through into production.
At the year end, Stratex had discovered some 1.5 million oz of gold, mainly oxide which is generally easier to process. Since the year end we have announced an increased resource of over 1.0 million oz at Öksüt, bringing the Company's discovery total to 2.26 million oz, a very creditable result over the 7 years since it was formed. The costs involved in this have been considerable and would have been difficult, if not impossible, but for the joint ventures which have brought in over £5.3 million to cover exploration spending. Despite that inevitable dilution of interest, we have retained an equity interest in some 1.6 million ounces.
Our explorationists are among the best in the business and this is clearly backed up by the confidence of our joint venture partners who have chosen to take an interest in our projects which we generally manage on their behalf. They include Anglogold-Ashanti in partnership with the Thani Group from Dubai, Teck Resources, Antofagasta and Centerra, not forgetting our Turkish operating partners NTF and Bahar Mining.
Not only have our joint venture partners financed the work on the ground, they have also supported the company by purchasing equity. In 2011 we raised £4.3 million from our partners in share placements. Thani-Ashanti and AngloGold Ashanti have continued to show their support by following their interests through subsequent placements, including following the Silvrex acquisition.
In Turkey we now have three projects rapidly maturing to a point where real value can become apparent. At Inlice, with a modest total oxide gold reserve of almost 60,000 oz, our partners NTF are managing the project to production with a 55% interest. We have appointed GBM, a respected UK engineering firm, to act as owner's engineer for the development and construction and look forward to rapid progress once the environmental permits are granted. A review of the feasibility study is in hand and we look to an improvement in project economics.
NTF did not wish to commence work on our second production project, Altıntepe, until Inlice was in production. We therefore secured a second operating partner in Bahar Mining, a private Turkish company with experience of operating gold mines. Bahar Mining is earning a 55% interest in the 490,000 oz oxide and transition gold project by financing the project to production with no further calls for cash from Stratex. Once in production, they will receive 80% of cashflow until their investment is repaid, reverting to 55% thereafter.
Öksüt is developing into a major discovery with the announcement, after the year end, of a resource exceeding 1.0 million oz. Our partners, Centerra, have earned a 50% interest and have exercised their option to earn a total of 70% by investing a further US$3.0 million. The recent outstanding drilling results at Ortaçam North Zone, with multiple intersections of 200 m plus at over 2.0 g/t gold, are very exciting. Importantly, surface indications and early drilling of the zone were not encouraging, highlighting the importance of further work on other mineralised targets where early results were inconclusive. We remain optimistic of further success.
There has also been a significant amount of drilling in Ethiopia. At Megenta, our first discovery within the Afar joint venture, our partners Thani-Ashanti have completed their 2,000 m drill commitment. As expected, mineralisation was intersected beneath the surface structures, but textures and gold grades indicated that drilling had not tested the system deep enough to hit the targeted boiling zone believed to be an important gold concentration mechanism. Thani-Ashanti have commissioned an aeromagnetic survey and are expected to resume deeper drilling to complete their US$3.0 million earn in for 50%.
At our 95%-owned Blackrock programme we are well into a 5,000 m drill programme concentrating initially on the Theodore and Baker structures in the Black Water zone. Drilling commenced in the south on weak epithermal quartz veins and progressed towards the north where the structures thicken markedly. Early indications from this drill programme are very encouraging.
Furthermore, regional helicopter reconnaissance has resulted in additional discoveries of gold-bearing epithermal veins. More ground has been acquired and other applications are still pending.
Stratex now has the best land position in a large, highly prospective epithermal gold province in the Afar Region of Ethiopia and Djibouti, which we believe has similar potential to the Santa Cruz district of Patagonia where over 40 million oz have been discovered over the last 20 years. Exploration over large areas for this style of epithermal gold deposit is capital intensive with a typical 2.5 Moz plus deposit such as Cerro Negro requiring millions of dollars of exploration funding. However, discovery costs can still be well below US$100/oz which is attractive at current gold prices. Stratex will need to invest significant amounts in Ethiopia in future years if it is to do justice to the mineral potential, and your Board is actively considering the options for this.
Stratex had taken a modest position in PLUS-listed Sheba Exploration by way of an option fee on its Shehagne gold prospect in the Arabian-Nubian Shield, northern Ethiopia. During the year Stratex earned a 60% interest in the project, having completed a 1,000 m drilling programme. At the same time, Centamin, the Egyptian gold mining company, made a successful bid for Sheba which resulted in a gain of £527,199 on the Stratex investment. Stratex has now met all of its commitments under the agreement with Sheba and is in a position to vest 60% into the Shehagne project.
In December 2011 Stratex completed a successful offer to acquire Silvrex Limited, (subsequently renamed Stratex West Africa Ltd), a private company with mineral properties in Senegal and Mauritania. The terms involved a modest front-end payment in Stratex shares and a further payment in cash or shares at our option, if over 500,000 oz of gold is discovered in any of the five licence areas acquired within three years. We believe we can achieve the same levels of success in West Africa as we have in Turkey and East Africa with a combination of superior exploration skills, risk management and industry connections. I am pleased to welcome the Silvrex managing director, John Cole-Baker, as a director of Stratex with particular responsibility for West Africa. John is a civil engineer with a wealth of high level experience in the region.
Following an extremely successful 2011, Stratex has set itself even more challenges for the year ahead. I look forward to news flow on drilling in Turkey and Ethiopia, resource updates at Öksüt, progress towards production from Inlice and Altıntepe and commencement of a programme in West Africa. The Board is considering a number of options to secure the necessary finance for our activities. You can be assured that the enhancement of shareholder value is our prime objective, which we are determined to deliver.
Lastly, I would like to pay tribute to our dedicated team of geologists and support staff who often work in the most challenging conditions to help Stratex achieve its objectives. On behalf of the Board I thank them, and you our shareholders for your continuing support, as we embark on what looks like another exciting year for the company.
Christopher Hall
Chairman
13th March 2012
Copies of the Company's Annual Report and Notice of AGM will be sent to shareholders and uploaded to the Company's website in early April.
Financial Statements
Statement of Consolidated Comprehensive Income
Year ended 31 December 2011 | Year ended 31 December 2010 | ||||
Notes | |||||
£ | £ | ||||
Continuing operations | |||||
Revenue | - | - | |||
Administration expenses | 9 | (2,025,511) | (1,733,837) | ||
Project impairment | 14 | (83,747) | (58,656) | ||
Other income/(losses) | 8 | 902,511 | 125,045 | ||
Operating loss | (1,206,747) | (1,667,448) | |||
Finance income | 23,478 | 21,965 | |||
Share of loss of associate company | 15 | (139,176) | (134,305) | ||
Gain on acquisition of subsidiary company | 15 | 805,068 | - | ||
Loss on sale of subsidiary company | 18 | - | (1,095,880) | ||
Loss before income tax | (517,377) | (2,875,668) | |||
Income tax credit/(expense) | 12 | 72,880 | (8,373) | ||
Loss for the year | (444,497) | (2,884,041) | |||
Other comprehensive income for the year | |||||
Exchange differences on translating foreign operations | 27 | (736,516) | (257,552) | ||
Other comprehensive income for the year, net of tax | (736,516) | (257,552) | |||
Total comprehensive income for the year | (1,181,013) | (3,141,593) | |||
Loss for the year attributable to: | |||||
Equity shareholders of the Parent Company | (436,628) | (2,884,041) | |||
Non-controlling interests | (7,869) | - | |||
Loss for the year | (444,497) | (2,884,041) | |||
Total comprehensive income for the year attributable to: | |||||
Equity shareholders of the Parent Company | (1,173,144) | (3,141,593) | |||
Non-controlling interests | (7,869) | - | |||
Total comprehensive income for the year | (1,181,013) | (3,141,593) | |||
Loss per share for losses from continuing operations attributable to the equity holders of the Company (expressed in pence per share). | |||||
- basic and diluted | 25 | (0.14) | (1.02) |
Statement of Consolidated Financial Position
As at 31 December 2011 | As at 31 December 2010 | |||||
Notes | ||||||
£ | £ | |||||
ASSETS | ||||||
Non-Current Assets | ||||||
Furniture, fittings and equipment | 13 | 199,627 | 257,984 | |||
Intangible assets and goodwill | 14 | 5,222,106 | 2,522,766 | |||
Investments accounted for using the equity method | 15 | 335,263 | 376,645 | |||
Investments | 17 | - | 72,167 | |||
Trade and other receivables | 20 | 230,427 | 160,877 | |||
Deferred tax asset | 21 | 186,114 | 165,067 | |||
6,173,537 | 3,555,506 | |||||
Current Assets | ||||||
Trade and other receivables | 20 | 1,177,620 | 1,223,577 | |||
Financial assets at fair value through profit or loss | 16 | 217,466 | - | |||
Cash and cash equivalents | 23 | 3,024,565 | 996,157 | |||
4,419,651 | 2,219,734 | |||||
Held-for-sale assets | 22 | 106,647 | 198,619 | |||
4,526,298 | 2,418,353 | |||||
Total assets | 10,699,835 | 5,973,859 | ||||
EQUITY | ||||||
Capital and reserves attributable to equity | ||||||
holders of the Company | ||||||
Ordinary shares | 24 | 3,508,972 | 2,873,264 | |||
Share premium | 24 | 13,233,163 | 9,323,382 | |||
Reserves | 27 | (551,100) | 37,009 | |||
Accumulated losses | (8,050,236) | (7,676,379) | ||||
Total attributable to owners of the Company | 8,140,799 | 4,557,276 | ||||
Non-controlling interests | 133,532 | - | ||||
Total equity | 8,274,331 | 4,557,276 | ||||
LIABILITIES | ||||||
Non-Current Liabilities | ||||||
Employee termination benefits | 12,264 | 9,470 | ||||
Deferred consideration | 6 | 361,797 | - | |||
Deferred tax liabilities | 21 | 98,366 | 47,656 | |||
472,427 | 57,126 | |||||
Current Liabilities | ||||||
Trade and other payables | 28 | 1,953,077 | 1,359,457 | |||
Total equity and liabilities | 10,699,835 | 5,973,859 |
Statement of Consolidated Changes in Equity
Attributable to owners of the Company |
| |||||||||
Share Capital | Share Premium | Other reserves (see note 27) | Accumulated Loss | Total | Non-controlling Interest | Total Equity |
| |||
Notes | £ | £ | £ | £ | £ | £ | £ |
| ||
Balance at 1 January 2010 | 2,495,469 | 8,443,778 | 282,253 | (4,816,479) | 6,405,021 | - | 6,405,021 |
| ||
Issue of shares | 24 | 372,295 | 930,736 | - | - | 1,303,031 | - | 1,303,031 |
| |
Cost of share issue | - | (62,132) | - | - | (62,132) | - | (62,132) |
| ||
Share-based payments | 26 | - | - | 36,449 | - | 36,449 | - | 36,449 |
| |
Share options exercised and cancelled | 5,500 | 11,000 | (24,141) | 24,141 | 16,500 | - | 16,500 |
| ||
Total contributions by and distributions to owners of the Company | 377,795 | 879,604 | 12,308 | 24,141 | 1,293,848 | - | 1,293,848 |
| ||
Comprehensive income for the year: |
| |||||||||
- loss for the year | - | - | - | (2,884,041) | (2,884,041) | - | (2,884,041) |
| ||
- other comprehensive income | - | - | (257,552) | - | (257,552) | - | (257,552) |
| ||
Total comprehensive income for the year | - | - | (257,552) | (2,884,041) | (3,141,593) | - | (3,141,593) |
| ||
Balance at 31 December 2010 | 2,873,264 | 9,323,382 | 37,009 | (7,676,379) | 4,557,276 | - | 4,557,276 |
| ||
Issue of shares | 24 | 584,964 | 3,742,429 | - | - | 4,327,393 | - | 4,327,393 |
| |
Share-based payments | 26 | - | - | 92,378 | - | 92,378 | - | 92,378 |
| |
Share options exercised and cancelled | 50,744 | 167,352 | (62,771) | 62,771 | 218,096 | - | 218,096 |
| ||
Total contributions by and distributions to owners of the Company | 635,708 | 3,909,781 | 29,607 | 62,771 | 4,637,867 | - | 4,637,867 |
| ||
Non-controlling interest arising on business combination | - | - | - | - | - | 10,000 | 10,000 |
| ||
Decrease in ownership interest | - | - | 118,800 | - | 118,800 | 131,401 | 250,201 |
| ||
Total decrease in ownership | - | - | 118,800 | - | 118,800 | 141,401 | 260,201 |
| ||
Total transactions with owners of the Company | 635,708 | 3,909,781 | 148,407 | 62,771 | 4,756,667 | 141,401 | 4,898,068 |
| ||
Comprehensive income for the year: |
| |||||||||
- loss for the year | - | - | - | (436,628) | (436,628) | (7,869) | (444,497) |
| ||
- other comprehensive income | - | - | (736,516) | - | (736,516) | - | (736,516) |
| ||
Total comprehensive income for the year | - | - | (736,516) | (436,628) | (1,173,144) | (7,869) | (1,181,013) |
| ||
Balance at 31 December 2011 | 3,508,972 | 13,233,163 | (551,100) | (8,050,236) | 8,140,799 | 133,532 | 8,274,331 | |||
Statement of Consolidated Cash Flows
Year ended 31 December 2011 | Year ended 31 December 2010 |
| |||||
| |||||||
Notes |
| ||||||
£ | £ |
| |||||
Cash flow from operating activities |
| ||||||
Net cash used in operating activities | 30 | (1,171,260) | (2,121,339) | ||||
Cash flow from investing activities: |
| ||||||
Purchase of furniture, fittings and equipment | 13 | (56,224) | (185,797) | ||||
Purchase of investments | 15,17 | (193,659) | (32,167) | ||||
Purchase of intangible assets | 14 | (4,450,106) | (1,687,448) | ||||
Proceeds from sale of subsidiary company | - | 656,863 | |||||
Cash proceeds from sale of investments | 16 | 320,000 | - | ||||
Interest received | 23,478 | 21,965 | |||||
Net cash used in investing activities | (4,356,511) | (1,226,584) | |||||
Cash flow from financing activities | |||||||
Proceeds from issue of share capital | 24 | 4,545,489 | 1,319,531 | ||||
Share capital issue costs | - | (62,132) | |||||
Funds received from project partners | 14 | 2,770,489 | 1,359,038 | ||||
Cash from non-controlling interests in subsidiary | 6 | 240,201 | - | ||||
Net cash generated from financing activities | 7,556,179 | 2,616,437 | |||||
Net increase/(decrease) in cash and cash equivalents | 2,028,408 | (731,486) | |||||
Cash and cash equivalents at beginning of the year | 996,157 | 1,727,643 | |||||
Cash and cash equivalents at end of the year | 23 | 3,024,565 | 996,157 | ||||
The major non-cash transactions of the Group during the year were the acquisition of Silvrex Limited and the acquisition of Rift Resources PLC (see note 6). Also, as part of the proceeds from the sale of the shares in Sheba Exploration Ltd the Group received 266,666 ordinary shares in Centamin Egypt Ltd (see note 16).
Statement of Company Financial Position
As at 31 December 2011 | As at 31 December 2010 |
| |||||
| |||||||
Notes | £ | £ |
| ||||
ASSETS |
| ||||||
Non-Current Assets |
| ||||||
Furniture, fittings and equipment | 13 | 3,704 | 2,556 |
| |||
Investments | 17 | - | 72,167 |
| |||
Investment in subsidiaries | 18 | 8,539,769 | 4,944,796 |
| |||
8,543,473 | 5,019,519 |
| |||||
Current Assets |
| ||||||
Trade and other receivables | 20 | 3,552,237 | 3,347,970 |
| |||
Financial assets at fair value through profit or loss | 16 | 217,466 | - |
| |||
Cash and cash equivalents | 23 | 2,605,778 | 912,811 |
| |||
6,375,481 | 4,260,781 | ||||||
Total assets | 14,918,954 | 9,280,300 | |||||
EQUITY | |||||||
Capital and reserves attributable to equity holders of the Company | |||||||
Ordinary shares | 24 | 3,508,972 | 2,873,264 | ||||
Share premium | 24 | 13,233,163 | 9,323,382 | ||||
Other reserves | 676,367 | 646,760 | |||||
Accumulated losses | 32 | (3,747,784) | (3,659,421) | ||||
Total equity | 13,670,718 | 9,183,985 | |||||
LIABILITIES | |||||||
Non-Current Liabilities | |||||||
Deferred consideration | 6 | 361,797 | - | ||||
361,797 | - | ||||||
Current Liabilities | |||||||
Trade and other payables | 28 | 886,439 | 96,315 | ||||
Total equity and liabilities | 14,918,954 | 9,280,300 | |||||
Statement of Company Changes in Equity
Attributable to owners of the Company | ||||||
Share Capital | Share Premium | Shares Option Reserve | Accumulated Loss | Total | ||
Notes | £ | £ | £ | £ | £ | |
Balance at 1 January 2010 | 2,495,469 | 8,443,778 | 634,452 | (3,037,578) | 8,536,121 | |
Issue of shares | 24 | 372,295 | 930,736 | - | - | 1,303,031 |
Cost of share issue | 26 | - | (62,132) | - | - | (62,132) |
Share-based payments | - | - | 36,449 | - | 36,449 | |
Share options exercised and cancelled | 5,500 | 11,000 | (24,141) | 24,141 | 16,500 | |
Total contributions by and distributions to owners of the Company | 377,795 | 879,604 | 12,308 | 24,141 | 1,293.848 | |
Comprehensive income for the year - Loss for the year | - | - | - | (645,984) | (645,984) | |
Total comprehensive income for the year | - | - | - | (645,984) | (645,984) | |
Balance at 31 December 2010 | 2,873,264 | 9,323,382 | 646,760 | (3,659,421) | 9,183,985 | |
Issue of shares | 24 | 584,964 | 3,742,429 | - | - | 4,327,393 |
Share-based payments | - | - | 92,378 | - | 92,378 | |
Share options exercised and cancelled | 26 | 50,744 | 167,352 | (62,771) | 62,771 | 218,096 |
Total contributions by and distributions to owners of the Company | 635,708 | 3,909,781 | 29,607 | 62,771 | 4,637,867 | |
Comprehensive income for the year: | ||||||
- loss for the year | - | - | - | (151,134) | (151,134) | |
Total comprehensive income for the year | - | - | - | (151,134) | (151,134) | |
Balance at 31 December 2011 | 3,508,972 | 13,233,163 | 676,367 | (3,747,784) | 13,670,718 |
Statement of Company Cash Flows
Notes | Year ended 31 December 2011 | Year ended 31 December 2010 | |||
£ | £ | ||||
Cash flow from operating activities | |||||
Net cash used in operating activities | 30 | ( 982,854 ) | (840,492) | ||
Cash flow from investing activities: | |||||
Purchase of furniture, fittings and equipment | 13 | (3,594) | (54,554) | ||
Purchase of Investment | 17 | (40,000) | (32,167) | ||
Acquisition of subsidiary companies | (73,306) | (1,000) | |||
Sale of financial assets | 16 | 320,000 | - | ||
Funding of subsidiary companies | (2,308,847) | (699,018) | |||
Interest received | 236,079 | 135,645 | |||
Net cash used in investing activities | (1,869,668) | (651,094) | |||
Cash flow from financing activities | |||||
Proceeds from issue of share capital | 24 | 4,545,489 | 1,319.531 | ||
Share capital issue costs | - | (62,132) | |||
Borrowing from subsidiary | - | (539,213) | |||
Net cash generated from financing activities | 4,545,489 | 718,186 | |||
Net increase/(decrease) in cash and cash equivalents | 1,692,967 | (773,400) | |||
Cash and cash equivalents at beginning of the year | 912,811 | 1,686,211 | |||
Cash and cash equivalents at end of the year | 23 | 2,605,778 | 912,811 |
The major non-cash transactions of the Company during the year were the acquisition of Silvrex Limited and the acquisition of Rift Resources PLC (see note 6). Also, as part of the proceeds from the sale of the shares in Sheba Exploration Ltd the Company received 266,666 ordinary shares in Centamin Egypt Ltd (see note 16).
Notes to the financial statements
1. General information
The principal activity of Stratex International Plc ('the Company') and its subsidiaries (together 'the Group') is the exploration and development of precious and high-value base metals. The Company's shares are listed on the Alternative Investment Market of the London Stock Exchange. The Company is incorporated and domiciled in the UK.
The address of its registered office is180 Piccadilly, London, W1J 9HF.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all the years presented.
2.1 Basis of preparation
These financial statements have been prepared in accordance with InternationalFinancial Reporting Standards (IFRS) as adopted by the European Union (EU), IFRIC interpretationsand those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified by the measurement of certain investments at fair value.
Going Concern
It is the prime responsibility of the Board to ensure the Company and the Group remains a going concern. At 31 December, 2011 the Group had cash and cash equivalents of £3,024,565 and no borrowings. A further £538,576 has been received in February 2012. The majority of the exploration costs in Turkey for the next 12 months and a significant portion of the exploration costs in Ethiopia will be borne by our exploration partners. The Company has minimal contractual expenditure commitments and the Board considers the present funds sufficient to maintain the working capital of the Group for a period of at least 12 months from the date of signing the annual report and financial statements. For these reasons the Directors continue to adopt the going concern basis in the preparation of the financial statements. The Board acknowledges that additional funds will be required to meet the exploration activities planned for 2012, including the funding of $500,000 of exploration work by 31 December 2012 at the Dalafin project in order to vest 51%, and further exploration work is planned for Ethiopia but no formal commitments have been entered into. In addition, the Company will be required to fund its share of the capital cost of the proposed mine at Inlice, which is expected to be approximately US$6m. The Directors have a reasonable expectation that they will secure the necessary funding when required.
Accounting Policies
Changes in accounting policy and disclosures
(a) New and amended standards adopted by the Group
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning 1 January 2011 that would be expected to have a material impact on the Group.
(b) New and amended standards and interpretations mandatory for the first time for the financial year beginning 1 January 2011 but not currently relevant to the Group
The following standards and amendments to existing standards have been published and are mandatory for the Group's accounting periods beginning on or after 1 January 2011 or earlier periods, but not currently relevant to the Group.
A revised version of IAS 24 ''Related Party Disclosures" simplified the disclosure requirements for government-related entities and clarified the definition of a related party. This revision was effective for periods beginning on or after 1 January 2011.
An amendment to IFRS 1 ''First-time Adoption of International Financial Reporting Standards" relieved first-time adopters of IFRSs from providing the additional disclosures introduced in March 2009 by ''Improving Disclosures about Financial Instruments" (Amendments to IFRS 7). This amendment was effective for periods beginning on or after 1 July 2010.
Amendments to IFRS 7 ''Financial Instruments: Disclosures" were designed to help users of financial statements evaluate the risk exposures relating to transfers of financial assets and the effect of those risks on an entity's financial position. These amendments were effective for periods beginning on or after 1 July 2011.
Amendments to IAS 32 ''Financial Instruments: Presentation" addressed the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. These amendments were effective for periods beginning on or after 1 February 2010.
IFRIC 19 ''Extinguishing Financial Liabilities with Equity Instruments" clarified the treatment required when an entity renegotiates the terms of a financial liability with its creditor, and the creditor agrees to accept the entity's shares or other equity instruments to settle the financial liability fully or partially. This interpretation was effective for periods beginning on or after 1 July 2010.
An amendment to IFRIC 14 ''IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction", on prepayments of a minimum funding requirement, applies in the limited circumstances when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendment permitted such an entity to treat the benefit of such an early payment as an asset. This amendment was effective for periods beginning on or after 1 January 2011.
(c) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2011 and not early adopted
The Group's and Parent Company's assessment of the impact of these new standards and interpretations is set out below.
IFRS 10 ''Consolidated Financial Statements" builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's and Parent Company's Financial Statements.
IFRS 11 ''Joint Arrangements" provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form (as is currently the case). The standard addresses inconsistencies in the reporting of joint arrangements by requiring a single method to account for interests in jointly controlled entities. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's and Parent Company's Financial Statements.
IFRS 12 ''Disclosure of Interests in Other Entities" is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's and Parent Company's Financial Statements.
IFRS 13 ''Fair Value Measurement" improves consistency and reduces complexity by providing, for the first time, a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. It does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's and Parent Company's Financial Statements.
IAS 27 ''Separate Financial Statements" replaces the current version of IAS 27 ''Consolidated and Separate Financial Statements" as a result of the issue of IFRS 10 (see above). This revised standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's and Parent Company's Financial Statements.
IAS 28 ''Investments in Associates and Joint Ventures" replaces the current version of IAS 28 ''Investments in Associates" as a result of the issue of IFRS 11 (see above). This revised standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's and Parent Company's Financial Statements.
Amendments to IAS 1 ''Presentation of Financial Statements" require items that may be reclassified to the profit or loss section of the income statement to be grouped together within other comprehensive income (OCI). The amendments also reaffirm existing requirements that items in OCI and profit or loss should be presented as either a single statement or two consecutive statements. These amendments are effective for periods beginning on or after 1 July 2012, subject to EU endorsement. The Directors are assessing the possible impact of these amendments on the Group's and Parent Company's Financial Statements.
Amendments to IAS 19 ''Employment Benefits" eliminate the option to defer the recognition of gains and losses, known as the ''corridor method"; streamline the presentation of changes in assets and liabilities arising from defined benefit plans, including requiring remeasurements to be presented in other comprehensive income; and enhance the disclosure requirements for defined benefit plans, providing better information about the characteristics of defined benefit plans and the risks that entities are exposed to through participation in those plans. These amendments are effective for periods beginning on or after 1 January 2013, subject to EU endorsement, and are not expected to have an impact on the Group's or Parent Company's Financial Statements.
IFRIC 20 ''Stripping Costs in the Production Phase of a Surface Mine" clarifies when stripping costs incurred in the production phase of a mine's life should lead to the recognition of an asset and how that asset should be measured, both initially and in subsequent periods. This interpretation is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's and Parent Company's Financial Statements.
Amendments to IFRS 7 "Financial Instruments: Disclosures" require disclosure of information that will enable users of financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entity's recognised financial assets and recognised financial liabilities, on the entity's financial position. These amendments are effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of these amendments on the Group's and Parent Company's Financial Statements.
Amendments to IFRS 9 "Financial Instruments" and IFRS 7 "Financial Instruments: Disclosures" require entities to apply IFRS 9 for annual periods beginning on or after 1 January 2015 instead of on or after 1 January 2013. Early application continues to be permitted. The amendments also require additional disclosures on transition from IAS 39 "Financial Instruments: Recognition and Measurement" to IFRS 9.
Amendments to IAS 32 "Financial Instruments: Presentation" add application guidance to address inconsistencies identified in applying some of the criteria when offsetting financial assets and financial liabilities. This includes clarifying the meaning of "currently has a legally enforceable right of set-off" and that some gross settlement systems may be considered equivalent to net settlement. These amendments are effective for periods beginning on or after 1 January 2014, subject to EU endorsement, and are not expected to have an impact on the Group's and Parent Company's Financial Statements
2.2 Basis of consolidation
Stratex InternationalPLC was incorporated on 24 October 2005. On 21November 2005 Stratex International PLC acquired the entire issued share capital of Stratex Exploration Ltd by way of a share for share exchange. The transaction has been treated as a Group reconstruction and has been accounted for using the merger accounting method.Subsidiaries are entities controlled by the Group. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. The acquisition method is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured at fair value of the assets and equity instruments acquired, and the liabilities incurred or assumed at the date of exchange. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement.
Any contingent consideration is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or a liability is recognized in accordance with IAS 39 either in profit or loss or as a change in other comprehensive income. The unwinding of the discount on contingent consideration liabilities is recognized as a finance charge within profit or loss.
Acquisition related costs are expensed as incurred.
The Group measures goodwill at the acquisition date as the excess of the fair value of the consideration transferred, plus the recognised amount of any non-controlling interests, less the recognised amount of the identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All significant intercompany transactions and balances between groupentities are eliminated on consolidation.
Associates are all entities over which the Group has significant influence but not control over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50%of the voting rights. References to joint venture agreements do not refer to arrangements which meet the definition of joint ventures under IAS 31 "Interests in Joint Ventures" and therefore these Financial Statements do not reflect the accounting treatments required under IAS 31.
Investments in associates and jointly controlled entities are accounted for using the equity method of accounting and are initially recognised at cost.
The Group's share of its associates' post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in reserves isrecognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
When the Group's share of losses exceeds its interest in an equity-accounted investee the carrying amount of the investment, including any other unsecured receivables, is reduced to zero, and the recognition of further losses is discontinued, unless the Group has incurred obligations or made payments on behalf of the investee.
Unrealised gains on transactions between the Group and equity-accounted investees are eliminated to the extent of the Group's interest in the investee. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in equity-accounted investees are recognised in profit or loss.
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions. Gains or losses on disposals to non-controlling interests are recorded in equity.
2.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The consolidated financial statements are presented in sterling, which is the Group's presentation currency.
(b)Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position.
(ii) income and expenses in profit or loss for each statement of comprehensive income presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and(iii) all resulting exchange differences are recognised in other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future are taken to other comprehensive income. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in profit or loss as part of the gain or loss on sale.
2.4 Property, plant and equipment
Fixtures and equipment are measuredat cost less accumulated depreciation and accumulated impairment losses.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line method, on the following bases:
Motor vehicles 25%
Field equipment 33%
Furniture & fittings 20% - 33%
Office and computer equipment 25% - 33%
Software 33%
2.5 Intangible assets
(a) Goodwill
Goodwill that arises on the acquisition of subsidiaries is presented with intangible assets and subsequently it is measured at cost less accumulated impairment losses.
(b) Exploration and evaluation assets
The Group recognises expenditure as exploration andevaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets andwhich are classified as intangible assets relate to the acquisition of rights to undertake topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and other activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource.
2.6 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers. The chief operating decision makers, who are responsible for allocating resources and assessing performance of the operating segments, have been identified as the executive Board of Directors.
2.7 Impairment of non-financial assets
Exploration and evaluation assets with indefinite useful economic lives are assessed for impairment annually. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas. Where the exploration for and evaluation of mineral resources in cash-generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Group has decided to discontinue such activities at that unit, the associated expenditures will be written off to profit or loss.
In assessing the carrying values of its major exploration and evaluation assets, the Directors have used five year cash flow projections for each of the projects where a JORCcompliant resource has been calculated, namely Altıntepe (593,100oz Au), Öksüt (1,106,900oz Au) and Muratdere (204,96oz Au). The projections are based on a market value for gold of $1,500 per ounce, recovery rates of 80%-90%, cash operating costs of $415 per ounce and a discount rate of 10% and the calculations have been tested for sensitivity to changes in the key assumptions. The cash break-even point for all three projects at a market value for gold is approximately $500 per ounce.Certain of the other explorationprojects are at an early stage of development and no JORC compliant resource estimate has been completed. In these cases the Directors have assessed the impairment of the projects based onfuture explorationplans and estimates of geological and economic data. The Board does not believe that the key assumptions will change so as to cause the carrying values to exceed the recoverable amounts.To date impairment losses recognised have followed the decision of the Board not to continue explorationand evaluation activity on a particular project licence area where itis no longer considered an economically viable project or where the underlying exploration licence has been relinquished.Assets that are subject to amortisation and depreciation are reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (i.e. cash-generating units). If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased tothe 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 in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
2.8 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand deposits with banks and other financial institutions.
2.9 Financial instruments
(a) Classification
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(i) Financial Assets at Fair Value Through Profit or Loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term.
(ii) Loans and Receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables comprise Trade and Other Receivables and Cash and Cash Equivalents in the Statement of Financial Position.
(iii) Available-for-Sale Financial Assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the asset within 12 months of the end of the reporting period.
(b) Recognition and Measurement
Regular purchases and sales of financial assets are recognised on the trade date - the date on which the Group commits to purchasing or selling the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and transaction costs are expensed in profit or loss. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method.
Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are presented in profit or loss within "Other income/(losses)" in the period in which they arise.
Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income.
When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in profit or loss as "gains and losses from investment securities".
(c) Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.
(d) Impairment of Financial Assets
(i) Assets Carried at Amortised Cost
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. A financial asset, or a group of financial assets, is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"), and that loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets, that can be reliably estimated.
For the loans and receivables category, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced, and the loss is recognised in profit or loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an instrument's fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.
(ii) Assets Classified as Available-for-Sale
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. A significant or prolonged decline in the fair value of the security below its cost is also evidence that the assets are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss - is removed from equity and recognised in profit or loss. Impairment losses recognised in profit or loss are not reversed through profit or loss.
2.10 Held-for-sale assets
Held-for-sale assets comprise explorationand evaluation costs of exploration projects previously treated as non-current intangible assets where their carrying value is to berecovered principally through a sale transaction and a sale is considered highly probable. Held-for-sale assets are stated at the lower of carrying amount and fair value less costs to sell. Impairment losses are recognized in profit or loss.
2.11 Deferred income tax
2.12 Share-based payments
2.13 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.
2.14 Trade receivables
Trade receivables are amounts due in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not they are presented as non-current assets. Trade receivables are recognized initially at fair value, and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
2.15 Trade payables
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognized initially at fair value, and subsequently measured at amortised cost using the effective interest method.
3. Risk management
The Group's operationsexpose it to a number of risks. The Directors' approach to the management of these risks is as follows:
3.1 Financial risk management
3.2 Capital risk management
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain anoptimal capital structure to reduce the cost of capital. The Company and Group monitor the level of cash resources available against future planned exploration and evaluation activities.
In order to maintain oradjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares.
4. Critical accounting estimates and judgments
The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the reporting date. Actual results may vary from the estimates used to produce these financial statements. The most significant judgment for the Group is the assumption that explorationat the various sites will ultimately lead to a commercial mining operation. Failure to do so could lead tothe write-off of the intangible assets relating to the particular site, see Note 2.7. Exploration and evaluation assets have a carrying value at 31 December 2011 of £4,295,560 (2010: 2,522,766).
The Group is subject to income taxes in numerous jurisdictions. Judgement is required in determining the worldwide provision for such taxes. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will bedue. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will affect the current and deferred income tax assets and liabilities in the period in which such determination is made. A deferred tax asset of £172,212 has been recognised in respect of temporary timing differences relating to the Group's intangible assets. Should these timing differences not reverse, the Group may need to revise the carrying value of this asset.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
(i) Fair Value Estimation
The fair value of the Group's Financial assets at fair value through profit or loss amounting to £217,466 (2010: nil) is the unadjusted bid price quoted on the London Stock Exchange as at 31 December 2011.
(ii) Acquisition of Subsidiary and estimated impairment of goodwill
The cost of the acquisition of Silvrex Limited includes a deferred consideration of £3,820,000 which is contingent on the discovery of no less than 500,000oz gold within three years at any of the acquired licence areas. The Directors have assessed the probability of achieving this as 10% based on the information available at the time and using their experience as qualified geologists. The resulting number has been discounted to present value. This has given rise to goodwill of £926,546. The territories in which the licences are located are known to have the potential for major gold and precious metal discoveries and the Directors consider this level of goodwill a fair cost to gain access to the territories and to the knowledge and experience of the senior staff of Silvrex Limited.
The Group assesses at the end of each reporting period whether there is objective evidence that the goodwill, is impaired, or that the deferred consideration requires recalculating.Any reduction in the value of the goodwill or increase in the deferred consideration will be included in profit or loss.
5. | Segmental reporting | ||||||
The Company's main exploration operations are located in Turkey and East Africa. In December 2011 the Company commenced operations in West Africa through the acquisition of Silvrex Limited (see note 6 ). The Group's head office is located in the UK and provides corporate and support services to the Group and researches new areas of exploration opportunities. The management structure and the management reports received by the Directors and used to make strategic decisions reflect the split of operations.
The capitalised cost of the principal projects and the additions during the year is as follows: | |||||||
Capitalised cost | Additions/(Reductions) in year | ||||||
2011 | 2010 | 2011 | 2010 | ||||
£ | £ | £ | £ | ||||
Turkey | |||||||
Altıntepe | 850,854 | 898,432 | 118,373 | (171,696) | |||
Muratdere | 631,628 | 335,927 | 443,834 | 145 | |||
Öksüt | 509,424 | 617,017 | - | 28,951 | |||
Hasançelebi | 110,172 | 133,441 | - | - | |||
Altunhisar | 2,522 | 92,649 | - | 21,407 | |||
Konya | - | - | - | 45,503 | |||
Other | - | - | - | 59,336 | |||
Total | 2,104,600 | 2,077,466 | 562,207 | (16,354) | |||
East Africa | |||||||
Blackrock | 690,548 | - | 690,548 | - | |||
Shehagne | 480,455 | 193,631 | 286,824 | 98,326 | |||
Tendaho | 167,636 | 95,036 | 72,600 | 89,572 | |||
Tigray | 116,466 | 108,334 | 8,132 | 108,334 | |||
Abi Adi | 58,256 | 13,269 | 44,987 | 13,269 | |||
Djibouti | 18,728 | 18,496 | - | 18,729 | |||
Other | 50,156 | 16,534 | 34,321 | 16,534 | |||
Total | 1,582,245 | 445,300 | 1,137,412 | 344,764 | |||
West Africa | |||||||
Dalafin | 480,879 | - | 480,879 | - | |||
Mauritania | 127,836 | - | 127,836 | - | |||
Total | 608,715 | - | 608,715 | - | |||
Total Intangible assets | 4,295,560 | 2,522,766 | 2,308,334 | 328,410 | |||
Intangible assets are net of funds received from the Company's partners under various joint venture agreements, which amount to £2,770,489 (2010: £1,359,038). |
The allocation of assets and liabilities by segment is as follows: |
| |||||||||
Exploration | UK Support & other | Offsetting adjustments |
| |||||||
Turkey | East Africa | West Africa | Group Total |
| ||||||
£ | £ | £ | £ | £ | £ |
| ||||
At 31 December 2011 |
| |||||||||
Intangible assets | 2,104,600 | 1,582,245 | 608,715 | - | - | 4,295,560 |
| |||
Goodwill | - | - | 926,546 | - | - | 926,546 |
| |||
Furniture, fittings and equipment | 52,616 | 143,307 | - | 3,704 | - | 199,627 |
| |||
Investment in Associate | 335,263 | - | - | - | - | 335,263 |
| |||
Other assets | 1,253,741 | 608,050 | 9,999 | 8,891,255 | (5,820,208) | 4,942,837 |
| |||
Liabilities | (3,549,960) | (3,027,144) | (407,934) | (1,260,672) | 5,820,208 | (2,425,502) | ||||
Net assets | 196,260 | (693,542) | 1,137,326 | 7,634,287 | - | 8,274,331 |
| |||
Additions to furniture, fittings and equipment | 12,407 | 40,223 | - | 3,594 | - | 56,224 |
| |||
At 31 December 2010 |
| |||||||||
Intangible assets | 2,077,466 | 445,300 | - | - | - | 2,522,766 |
| |||
Furniture, fittings and equipment | 91,667 | 163,761 | - | 2,556 | - | 257,984 |
| |||
Investment in Associate | 376,645 | - | - | - | - | 376,645 |
| |||
Other assets | 1,591,619 | 162,517 | - | 4,444,522 | (3,382,194) | 2,816,464 |
| |||
Liabilities | (3,659,116) | (1,038,190) | - | (101,471) | 3,382,194 | (1,416,583) |
| |||
Net assets | 478,281 | (266,612) | - | 4,345,607 | - | 4,557,276 |
| |||
Additions to furniture, fittings and equipment | 20,783 | 164,612 | - | 402 | - | 185,797 |
| |||
The allocation of losses for the year by segment is as follows: | |||||||
Exploration | UK Support & other | Group | |||||
Turkey | East Africa | West Africa | Total | ||||
£ | £ | £ | £ | £ | |||
2011 | |||||||
Administration expenses | (805,548) | (639,022) | (11,207) | (528,407) | (1,983,184) | ||
Depreciation charge | (5,897) | (34,220) | - | (2,210) | (42,327) | ||
Impairment losses | (83,747) | - | - | - | (83,747) | ||
Other income/(losses) | 60,038 | - | (53,506) | 619,723 | 626,255 | ||
Finance income | - | - | - | 23,478 | 23,478 | ||
Exchange gains/losses | 7,470 | (32,114) | - | 300,900 | 276,256 | ||
Associate company | (139,176) | - | - | - | (139,176) | ||
Gain on acquisition of subsidiary | - | - | - | 805,068 | 805,068 | ||
Intercompany charges | (113,996) | (172,699) | - | 286,695 | - | ||
Income tax | 79,449 | - | - | (6,569) | 72,880 | ||
Loss for year | (1,000,407) | (878,055) | (64,713) | 1,498,678 | (444,497) | ||
2010 | |||||||
Administration expenses | (800,834) | (324,834) | - | (575,352) | (1,701,020) | ||
Depreciation charge | (18,196) | (4,932) | - | (9,689) | (32,817) | ||
Impairment losses | (58,656) | - | - | - | (58,656) | ||
Other income/(losses) | 57,991 | (8,783) | - | 75,837 | 125,045 | ||
Finance income | - | - | - | 21,965 | 21,965 | ||
Associate company | (134,305) | - | - | - | (134,305) | ||
Loss on sale of subsidiary | - | - | - | (1,095,880) | (1,095,880) | ||
Intercompany charges | (120,284) | (68,521) | - | 188,805 | - | ||
Income tax | (8,373) | - | - | - | (8,373) | ||
Loss for year | (1,082,657) | (407,070) | - | (1,394,314) | (2,884,041) | ||
Costs and liabilities are allocated based on the nature of the underlying transaction. Assets are allocated based on where they are located. Transactions between segments are recorded at cost. |
6. | Acquisition of subsidiaries |
| ||||||||||||||||||||||||||||||||||
Silvrex Limited |
| |||||||||||||||||||||||||||||||||||
On 22 December 2011 the Company obtained total control of Silvrex Limited, a private UK company with a prospective gold portfolio in Senegal and Mauritania. The portfolio comprises an option to acquire 75% of the Dalafin Gold project in Senegal, and four wholly-owned licences in Mauritania. |
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Stratex has been successful in recognising under-developed target areas and in evaluating their prospectivity in both Turkey and East Africa. The acquisition of Silvrex provides the Company with an exciting new opportunity to apply the same approach to a relatively undeveloped region of West Africa and adds another geographical dimension to the existing portfolio. |
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No profit or loss from Silvrex has been included in the Group's results for the current year. If the acquisition had occurred on 1 January 2011, the Directors estimate that Silvrex would have contributed losses of £508,407 to the Group's results. |
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Details of the consideration: |
| |||||||||||||||||||||||||||||||||||
£ |
| |||||||||||||||||||||||||||||||||||
Issue of 10,619,456 ordinary shares | 743,362 |
| ||||||||||||||||||||||||||||||||||
Deferred consideration | 361,797 |
| ||||||||||||||||||||||||||||||||||
Total | 1,105,159 |
| ||||||||||||||||||||||||||||||||||
The liability of £743,362 relating to the acquisition was met through the issue of shares at a listed share price of £0.07 per share. |
| |||||||||||||||||||||||||||||||||||
The Company has agreed to pay the selling shareholders additional consideration of £3,820,000 and settle certain outstanding loans of £76,159 on identification of JORC-compliant resources of no less than 500,000oz gold in either of the Dalafin licence or the four Mauritanian licences before 31 December 2014. A fair value of £361,797 has been placed on the deferred consideration based on the Directors assessing the probability of the resource figure being achieved of 10% and a discount rate of 2.75% per annum. |
| |||||||||||||||||||||||||||||||||||
Assets and liabilities acquired: |
| |||||||||||||||||||||||||||||||||||
£ |
| |||||||||||||||||||||||||||||||||||
Intangible assets (note 14) | 608,715 |
| ||||||||||||||||||||||||||||||||||
Cash and cash equivalents | 3,792 |
| ||||||||||||||||||||||||||||||||||
Prepayments and other current assets | 6,207 |
| ||||||||||||||||||||||||||||||||||
Loans and other payables | (161,430) |
| ||||||||||||||||||||||||||||||||||
Deferred tax liabilities | (88,681) |
| ||||||||||||||||||||||||||||||||||
Indebtedness to Stratex International Plc | (154,280) |
| ||||||||||||||||||||||||||||||||||
Accruals | (3,543) |
| ||||||||||||||||||||||||||||||||||
Total | 210,780 |
| ||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Goodwill was recognised as a result of the acquisition as follows: |
| |||||||||||||||||||||||||||||||||||
£ |
| |||||||||||||||||||||||||||||||||||
Total consideration | 1,105,159 |
| ||||||||||||||||||||||||||||||||||
Pre-existing cost of investment in Silvrex Limited | 32,167 |
| ||||||||||||||||||||||||||||||||||
Fair value of net assets acquired | (210,780) |
| ||||||||||||||||||||||||||||||||||
Total | 926,546 |
| ||||||||||||||||||||||||||||||||||
Acquisition related costs of £53,506 have been charged to administration expenses in the Statement of Comprehensive Income for the year ended 31 December 2011.
The potential undiscounted amount of all future payments that the Group could be required to make under this arrangement is between £nil and £3,896,159.
The fair value of the acquired identifiable intangible assets of £608,715 is based on the Directors' valuation.
|
| |||||||||||||||||||||||||||||||||||
The goodwill is attributable to the cost of gaining access to the region and having available the local knowledge of, and good relationships established by, the Silvrex exploration team. West Africa is an exciting gold region that the Board has been interested in for some time. The acquisition of Silvrex provides the Company with an ideal opportunity to replicate the successful approach adopted in East Africa by leveraging an existing well established local operation to explore for additional green field exploration prospects. None of the goodwill recognised is expected to be deductible for tax purposes. |
| |||||||||||||||||||||||||||||||||||
Rift Resources PLC |
| |||||||||||||||||||||||||||||||||||
On 28 September 2011 the Company acquired a 66.7% interest in Rift Resource PLC, a UK company newly-formed during 2011 for the purpose of exploring for potash and other industrial minerals in Ethiopia. |
| |||||||||||||||||||||||||||||||||||
The existence of potash has been identified on one of the Company's existing licenced areas in the Afar region of Ethiopia and the Company has acquired a licence to exploit the find. The Company's focus is solely precious and base-metal exploration and as potash is not considered a core product the licence has been assigned to Rift Resources PLC as total consideration for its shareholding. A fair value of £20,000 has been placed on the value of the licence and the shares acquired. No goodwill is included in the investment. At the time of acquisition, Rift had no assets or liabilities other than cash, which amounted to £2,002
Subsequent to the acquisition, additional shares were issued for total proceeds of £250,000, thereby reducing the Company's shareholding to 49.5%. An increase of £118,800 in equity has been recognised as a result of the transaction. |
| |||||||||||||||||||||||||||||||||||
As at 31 December 2011, Rift Resources PLC was under the control of the Company as two of its four directors are directors of Stratex and the Company had control of its operating policies. |
| |||||||||||||||||||||||||||||||||||
The loss for the period since incorporation and included in the Group's results for the current year is £15,582. |
| |||||||||||||||||||||||||||||||||||
7. | Operating loss |
| |||||||||||||||
The Group operating loss for the year is stated after the following: |
| ||||||||||||||||
2011 | 2010 | ||||||||||||||||
£ | £ | ||||||||||||||||
Auditors' remuneration | |||||||||||||||||
Fees payable for the audit of parent and consolidated financial statements | 37,896 | 31,075 | |||||||||||||||
Tax and other services pursuant to legislation | 3,180 | 2,926 | |||||||||||||||
Depreciation of tangible assets | 42,327 | 32,818 | |||||||||||||||
Finance income | 23,478 | 21,965 | |||||||||||||||
Impairment losses on intangible assets | 83,747 | 58,656 | |||||||||||||||
| |||||||||||||||||
8. | Other income/(losses) |
| |||||||||||||||
2011 | 2010 |
| |||||||||||||||
£ | £ |
| |||||||||||||||
Other income | 291,513 | 61,489 |
| ||||||||||||||
Exchange gains and losses | 276,256 | 63,556 |
| ||||||||||||||
Change in value of financial assets (note 16) | (69,733) | - |
| ||||||||||||||
Change in value of held-for-sale assets (note 22) | (69,218) | - |
| ||||||||||||||
Profit on sale of financial assets (note 16) | 527,199 | - |
| ||||||||||||||
Costs associated with the acquisition of subsidiary company (note 6) | (53,506) | - |
| ||||||||||||||
Total for year | 902,511 | 125,045 |
| ||||||||||||||
9. | Expenses by nature |
| |||||||||||||||
2011 | 2010 |
| |||||||||||||||
£ | £ |
| |||||||||||||||
Personnel expenses | 676,218 | 496,130 |
| ||||||||||||||
Exploration related expenses | 445,005 | 776,206 |
| ||||||||||||||
Legal and professional expenses | 281,187 | 232,917 |
| ||||||||||||||
Depreciation expense | 42,327 | 32,817 |
| ||||||||||||||
Other expenses | 580,774 | 195,767 |
| ||||||||||||||
Total for year | 2,025,511 | 1,733,837 |
| ||||||||||||||
| |||||||||||||||||
10. | Personnel expenses |
| |||||||||||||||
2011 | 2010 |
| |||||||||||||||
£ | £ |
| |||||||||||||||
Wages and salaries | 508,357 | 422,775 |
| ||||||||||||||
Social security costs | 67,056 | 31,766 |
| ||||||||||||||
Share options granted to directors and employees | 92,378 | 36,449 |
| ||||||||||||||
Employee benefits-in-kind | 3,604 | 3,658 |
| ||||||||||||||
Employee termination benefits | 4,823 | 1,482 |
| ||||||||||||||
Total for year | 676,218 | 496,130 |
| ||||||||||||||
Average number of employees, including Directors | 45 | 17 |
| ||||||||||||||
The amount of wages and salaries capitalised during the year as part of intangible assets and not included above is £509,183 (2010:£93,817). |
| ||||||||||||||||
Employee termination benefits relate to Stratex Madencilik Sanayi Ve Ticaret Ltd. Sti and have been calculated using the projected unit credit method.
|
| ||||||||||||||||
11. | Directors' remuneration |
| |||||||||||||||
Salary | Fees | Bonus | Benefits | Share options | Group |
| |||||||||||
£ | £ | £ | £ | £ | £ |
| |||||||||||
2011 |
| ||||||||||||||||
C Hall | 6,367 | 32,905 | 15,000 | - | 9,062 | 63,334 |
| ||||||||||
Dr R Foster | 109,235 | - | 25,000 | 1,801 | 25,865 | 161,901 |
| ||||||||||
P C Ashwood | 94,206 | - | 25,000 | 1,803 | 22,186 | 143,195 |
| ||||||||||
D J Hall | 111,335 | - | 25,000 | - | 8,903 | 145,238 |
| ||||||||||
P Addison | 6,000 | 32,575 | 10,000 | - | 11,718 | 60,293 |
| ||||||||||
327,143 | 65,480 | 100,000 | 3,604 | 77,734 | 573,961 |
| |||||||||||
| |||||||||||||||||
2010 |
| ||||||||||||||||
C Hall | 5,700 | 20,675 | - | - | 9,164 | 35,539 |
| ||||||||||
Dr R Foster | 101,614 | - | - | 1,768 | 4,075 | 107,457 |
| ||||||||||
P C Ashwood | 82,982 | - | - | 1,890 | 4,079 | 88,951 |
| ||||||||||
D J Hall | 73,221 | - | - | - | 4,093 | 77,314 |
| ||||||||||
P Addison | 5,700 | 15,300 | - | - | 9,943 | 30,943 |
| ||||||||||
269,217 | 35,975 | - | 3,658 | 31,354 | 340,204 |
| |||||||||||
The Company does not operate a pension scheme and no contributions have been made to pensions schemes during the year (2010: nil) |
| ||||||||||||||||
12. | Income tax | ||||||
Analysis of income tax (expense)/credit: | |||||||
2011 | 2010 | ||||||
£ | £ | ||||||
UK Corporation tax charge for the year | - | - | |||||
Foreign tax: | |||||||
Current tax charge for the year | (6,569) | - | |||||
Deferred tax credit/ (expense) for the year | 79,449 | (8,373) | |||||
Total tax on loss for the year | 72,880 | (8,373) | |||||
The Group does not anticipate a corporation tax charge for the year due to the availability of tax losses. The Group did not recognise deferred income tax assets of approximately £1,502,000 (2010: £1,177,000). These were in respect of UK losses amounting to approximately £4,686,000 (2010: £3,616,000), losses in Turkey of approximately £1,393,000 (2010: £976,000), and losses in Djibouti of approximately £161,000 (2010: £93,000). These losses can be carried forward and used against future taxable income at rates of 26.25%, 20%, and 25% respectively. | |||||||
Reconciliation of current tax: | |||||||
2011 | 2010 | ||||||
£ | £ | ||||||
Loss before tax | (517,377) | (2,875,668) | |||||
Current tax credit at 26% (2010: 28%) | (134,518) | (805,187) | |||||
Effects of: | |||||||
Expenses not deductible for tax purposes | 127,654 | 347,866 | |||||
Non-taxable income | (305,215) | - | |||||
Capital allowances in excess of depreciation | (3,090) | (25,559) | |||||
Tax losses carried forward - UK | 184,134 | 244,656 | |||||
Tax losses carried forward - outside UK | 131,035 | 238,224 | |||||
Overseas tax charge | (6,569) | - | |||||
Origination and reversal of temporary differences | 79,449 | (8,373) | |||||
Tax credit/(charge) | 72,880 | (8,373) |
13. | Furniture, fittings and equipment |
| ||||||||||||
| ||||||||||||||
Motor | Field | Office furniture |
| |||||||||||
Group | Vehicles | Equipment | and equipment | Total |
| |||||||||
£ | £ | £ | £ |
| ||||||||||
Cost |
| |||||||||||||
At 1 January 2010 | 63,947 | 14,326 | 211,136 | 289,409 |
| |||||||||
Exchange movements | (380) | (22) | (75) | (477) |
| |||||||||
Additions | 129,354 | 16,898 | 39,545 | 185,797 |
| |||||||||
Disposals | (116) | (1,064) | (1,180) |
| ||||||||||
At 31 December 2010 | 192,921 | 31,086 | 249,542 | 473,549 |
| |||||||||
Exchange movements | (10,555) | (433) | (33,538) | (44,526) |
| |||||||||
Additions | - | 26,771 | 29,453 | 56,224 |
| |||||||||
Disposals | - | - | (2,583) | (2,583) |
| |||||||||
At 31 December 2011 | 182,366 | 57,424 | 242,874 | 482,664 |
| |||||||||
| ||||||||||||||
Depreciation |
| |||||||||||||
At 1 January 2010 | (22,320) | (1,197) | (109,691) | (133,208) |
| |||||||||
Exchange movements | 389 | (191) | 1,026 | 1,224 |
| |||||||||
Additions | (24,427) | (6,677) | (52,840) | (83,944) |
| |||||||||
Disposals | - | 42 | 321 | 363 |
| |||||||||
At 31 December 2010 | (46,358) | (8,023) | (161,184) | (215,565) |
| |||||||||
Exchange movements | 6,903 | 156 | 24,020 | 31,079 |
| |||||||||
Additions | (43,736) | (15,600) | (41,582) | (100,918) |
| |||||||||
Disposals | - | - | 2,367 | 2,367 |
| |||||||||
At 31 December 2011 | (83,191) | (23,467) | (176,379) | (283,037) |
| |||||||||
Net Book Value |
| |||||||||||||
at 1 January 2010 | 41,627 | 13,129 | 101,445 | 156,201 |
| |||||||||
at 31 December 2010 | 146,563 | 23,063 | 88,358 | 257,984 |
| |||||||||
at 31 December 2011 | 99,175 | 33,957 | 66,495 | 199,627 |
| |||||||||
During the year £58,681 (2010: £51,126) of the charge for depreciation was transferred to Intangible Assets. Depreciation expense of £42,237 (2010: £32,818) was included in loss for the year. | ||||||||||||||
Motor | Motor | Office furniture | ||||||||||||
Company | Vehicles | Vehicles | and equipment | Total | ||||||||||
£ | £ | £ | £ | |||||||||||
Cost | ||||||||||||||
At 1 January 2010 | - | 12,425 | 43,974 | 56,399 | ||||||||||
Additions | 43,125 | 3,346 | 8,083 | 54,554 | ||||||||||
Transfer to subsidiary company | (43,125) | (15,771) | (23,077) | (81,973) | ||||||||||
At 31 December 2010 | - | - | 28,980 | 28,980 | ||||||||||
Additions | - | - | 3,594 | 3,594 | ||||||||||
Disposals | - | - | (2,583) | (2,583) | ||||||||||
At 31 December 2011 | - | - | 29,991 | 29,991 | ||||||||||
Depreciation | ||||||||||||||
At 1 January 2010 | - | (584) | (23,861) | (24,445) | ||||||||||
Additions | (898) | (2,460) | (6,363) | (9,721) | ||||||||||
Transfer to subsidiary company | 898 | 3,044 | 3,800 | 7,742 | ||||||||||
At 31 December 2010 | - | - | (26,424) | (26,424) | ||||||||||
Additions | - | - | (2,230) | (2,230) | ||||||||||
Disposals | - | - | 2,367 | 2,367 | ||||||||||
At 31 December 2011 | - | - | (26,287) | (26,287) | ||||||||||
Net Book Value | ||||||||||||||
at 1 January 2010 | - | 11,841 | 20,113 | 31,954 | ||||||||||
at 31 December 2010 | - | - | 2,556 | 2,556 | ||||||||||
at 31 December 2011 | - | - | 3,704 | 3,704 | ||||||||||
14. | Intangible Assets and Goodwill |
| ||||||||||||||||||||
The goodwill arises from the acquisition of Silvrex Limited (see Note 6) | ||||||||||||||||||||||
Exploration assets represent the cost of evaluation and development of the Group's exploration projects and are net of funds received from the Group's partners under various joint venture agreements, amounting to £2,770,489 (2010: £1,359,038). | ||||||||||||||||||||||
Group | Goodwill | Exploration assets | Total | |||||||||||||||||||
£ | £ | £ | ||||||||||||||||||||
Cost | ||||||||||||||||||||||
At 1 January 2010 | - | 3,607,182 | 3,607,182 | |||||||||||||||||||
Exchange movements | - | 89,141 | 89,141 | |||||||||||||||||||
Additions - internally generated | - | 328,410 | 328,410 | |||||||||||||||||||
Impairment write-offs | - | (58,656) | (58,656) | |||||||||||||||||||
Disposal | - | (1,316,288) | (1,316,288) | |||||||||||||||||||
Transfer to held-for-sale assets | - | (127,023) | (127,023) | |||||||||||||||||||
At 31 December 2010 | - | 2,522,766 | 2,522,766 | |||||||||||||||||||
Exchange movements | - | (451,793) | (451,793) | |||||||||||||||||||
Additions - internally generated | - | 1,679,619 | 1,679,619 | |||||||||||||||||||
Acquisition of subsidiary companies (note 6) | 926,546 | 628,715 | 1,555,261 | |||||||||||||||||||
Impairment write-offs | - | (83,747) | (83,747) | |||||||||||||||||||
At 31 December 2011 | 926,546 | 4,295,560 | 5,222,106 | |||||||||||||||||||
The impairment write-offs represent the writing down to nil carrying value for those projects where the Directors have decided that no further exploration or evaluation work will be undertaken as these projects are no longer considered economically viable. The goodwill arose on acquisition of Silvrex Limited on 22 December 2011 (see note 6) and the Board considered there was no change in value between the date of acquisition and 31 December 2011. | ||||||||||||||||||||||
Company | Exploration assets | Total | ||||||||||||||||||||
£ | £ | |||||||||||||||||||||
Cost and net book value | ||||||||||||||||||||||
At 1 January 2010 | 100,769 | 100,769 | ||||||||||||||||||||
Transfer to subsidiary company | (100,769) | (100,769) | ||||||||||||||||||||
At 31 December 2010 and 2011 | - | - | ||||||||||||||||||||
15. | Investments accounted for using the equity method |
| ||||||||||||||||||||
The Group owns 45% of NS Madencilik Sanayi ve Ticaret AS ("NSM") and invested an additional £153,659 in the company during the year. |
| |||||||||||||||||||||
2011 | 2010 |
| ||||||||||||||||||||
Group | £ | £ |
| |||||||||||||||||||
At 1 January | 376,645 | - |
| |||||||||||||||||||
Exchange movements | (55,865) | (31,576) |
| |||||||||||||||||||
Additions at fair value | 153,659 | 542,526 |
| |||||||||||||||||||
Share of losses | (139,176) | (134,305) |
| |||||||||||||||||||
At 31 December | 335,263 | 376,645 |
| |||||||||||||||||||
NTF Insaat Ticaret Ltd Sti, the major shareholder in NS Madencilik Sanayi ve Ticaret AS ("NSM"), notified the Company on 26 July 2011 that they would not be proceeding with the development of the Altıntepe project and under the terms of the agreement dated 12 June 2009 the ownership of the joint-venture company Altıntepe Madencilik Sanayi ve Ticaret AS was transferred fully to Stratex Gold AG for nil cost, and the debt owed to NSM by Stratex Gold AG, amounting to £805,068, was waived. Under the same agreement, the Group's shareholding in NS Madencilik Sanayi ve Ticaret AS was reduced to 45% from 46% as a result of the NTF achieving the funding commitment on the Inlice project. The investment in NSM is not impaired as a result of the above. |
| |||||||||||||||||||||
Summary financial information of NSM , not adjusted for the percentage ownership held by the Group, is: |
| |||||||||||||||||||||
Exploration | Net current | Group share of | Group share of |
| ||||||||||||||||||
Group | Ownership | Assets | Assets | net assets | loss |
| ||||||||||||||||
£ | £ | £ | £ | £ |
| |||||||||||||||||
At 31 December 2010 | 46% | 1,609,144 | 331,492 | 542,526 | (134,305) |
| ||||||||||||||||
At 31 December 2011 | 45% | 1,714,627 | 40,172 | 585,246 | (139,176) |
| ||||||||||||||||
16. | Financial assets at fair value through profit or loss |
| |||||||||||||||||||||||||||||||||||
2011 | 2010 |
| |||||||||||||||||||||||||||||||||||
Group and Company | £ | £ |
| ||||||||||||||||||||||||||||||||||
At 1 January | - | - |
| ||||||||||||||||||||||||||||||||||
Additions | 287,199 | - |
| ||||||||||||||||||||||||||||||||||
Change in fair value | (69,733) | - |
| ||||||||||||||||||||||||||||||||||
At 31 December | 217,466 | - |
| ||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||
During the year the Company exercised its warrants in Sheba Exploration (UK) at a cost of £40,000. The Company's interest in Sheba Exploration (UK) was subsequently acquired by Centamin Egypt Ltd in return for £320,000 in cash and 266,666 ordinary shares in Centamin Egypt Ltd (see note 17). The shares in Centamin Egypt Ltd are listed on the London Stock Exchange and the market value at the date of acquisition was £287,199. The market value as at 31 December 2011 is £217,466. The adjustment in the value of the shares has been recognised in Other Income/(Losses) in profit or loss for the year. |
| ||||||||||||||||||||||||||||||||||||
17. | Investments |
| |||||||||||||||||||||||||||||||||||
2011 | 2010 |
| |||||||||||||||||||||||||||||||||||
Group and Company | £ | £ |
| ||||||||||||||||||||||||||||||||||
At 1 January | 72,167 | 40,000 |
| ||||||||||||||||||||||||||||||||||
Additions (note 16) | 40,000 | 32,167 |
| ||||||||||||||||||||||||||||||||||
Disposal (note 16) | (80,000) | - |
| ||||||||||||||||||||||||||||||||||
Reclassified to Investments in subsidiaries (note 18) | (32,167) | - |
| ||||||||||||||||||||||||||||||||||
At 31 December | - | 72,167 |
| ||||||||||||||||||||||||||||||||||
As a result of the acquisition of the entire share capital of Silvrex Limited (see Note: 6) the cost of the original holding of £32,167 has been reclassified to Investment in subsidiaries. |
| ||||||||||||||||||||||||||||||||||||
18. | Investments in subsidiaries |
| |||||||||||||||||||||||||||||||||||
Cost of shares in subsidiary companies: |
| ||||||||||||||||||||||||||||||||||||
2011 | 2010 |
| |||||||||||||||||||||||||||||||||||
Company | £ | £ |
| ||||||||||||||||||||||||||||||||||
At 1 January | 1,562,435 | 1,561,435 |
| ||||||||||||||||||||||||||||||||||
Reclassified from other investments | 32,167 | - |
| ||||||||||||||||||||||||||||||||||
Additions to cost of investment | 1,124,959 | 1,000 |
| ||||||||||||||||||||||||||||||||||
At 31 December | 2,719,561 | 1,562,435 |
| ||||||||||||||||||||||||||||||||||
Loans to subsidiary companies | 5,820,208 | 3,382,361 |
| ||||||||||||||||||||||||||||||||||
At 31 December | 8,539,769 | 4,944,796 |
| ||||||||||||||||||||||||||||||||||
Investments in subsidiaries are stated at cost.
|
| ||||||||||||||||||||||||||||||||||||
Subsidiary companies of the Group at 31 December 2011 are: | |||||||||||||||||||||||||||||||||||||
Country of | % owned by | % owned by | Nature of |
| |||||||||||||||||||||||||||||||||
incorporation | Company | subsidiary | business |
| |||||||||||||||||||||||||||||||||
Stratex Exploration Ltd | UK | 100 | - | Holding company |
| ||||||||||||||||||||||||||||||||
Stratex Gold AG | Switzerland | 100 | - | Holding company |
| ||||||||||||||||||||||||||||||||
Stratex East Africa Limited | UK | 95 | - | Exploration |
| ||||||||||||||||||||||||||||||||
Silvrex Limited | UK | 100 | - | Exploration |
| ||||||||||||||||||||||||||||||||
Rift Resources PLC | UK | 49.5 | Exploration |
| |||||||||||||||||||||||||||||||||
Stratex Madencilik Sanayi ve Ticaret Ltd. Sti | Turkey | - | 100 | Exploration |
| ||||||||||||||||||||||||||||||||
Őksűt Madencilik Sanayi ve Ticaret AS | Turkey | - | 100 | Exploration |
| ||||||||||||||||||||||||||||||||
Altıntepe Madencilik Sanayi ve Ticaret AS | Turkey | - | 100 | Exploration |
| ||||||||||||||||||||||||||||||||
Stratex Djibouti SARL | Djibouti | - | 100 | Exploration |
| ||||||||||||||||||||||||||||||||
NS Madencilik Sanayi ve Ticaret AS | Turkey | - | 45 | Holding company |
| ||||||||||||||||||||||||||||||||
(a) On 27 January 2010, 54% of the wholly-owned subsidiary NS Madencilik Sanayi ve Ticaret AS ("NSM") was sold to NTF Insaat Ticaret Ltd Sti ("NTF") in return for an immediate payment of US$1million (£656,863). The book value of the net assets sold to NTF amounted to £1.3million. Under the provisions of IAS 27 (revised) "Consolidated and Separate Financial Statements", any remaining interest in the entity was re-measured to fair value and a gain or loss recognised in profit or loss. On this basis the total loss on disposal amounted to £1,095,880 and the portion of the loss which was attributable to re-measuring the Group's remaining 46% interest to fair value amounted to £556,238. Net exchange losses of £17,024 recorded in equity prior to the date of disposal were reclassified and recognised in the profit or loss as part of the loss on disposal. The sale was part of an agreement with NTF for fast-tracking of the development the Inlice and Altıntepe gold projects in Turkey. Under the terms of the agreement, in addition to the payment of US$1miilion, NTF committed up to US$2million of funding for a feasibility study at Inlice and US$0.5million for a scoping study at Altıntepe, with an option to earn 54% of the Altıntepe project by spending up to a further US$2million on a feasibility study. These future commitments were not taken into account in calculating the loss on sale.
(b) NTF notified the Company on 27 July 2011 that it had decided not to continue with the development of the Altıntepe project and in accordance with the agreement dated 12 June 2009 the joint venture company Altıntepe Madencilik Sanayi ve Ticaret AS was transferred back to Stratex Gold AG for nil cost. Under the same agreement, the Company's shareholding in NS Madencilik Sanayi ve Ticaret AS was reduced from 46% to 45% as a result of NTF meeting their funding commitment on the Inlice project.
(c) Rift Resources PLC was acquired on 28 September 2011 and Silvrex Limited was acquired on 22 December 2011 (see note 6).
| |||||||||||||||||||||||||||||||||||||
19. | Financial instruments by category and credit quality |
| |||||||||||||||||||||||||||||||||||
By category: | 2011 | 2010 |
| ||||||||||||||||||||||||||||||||||
Loans and receivables | Assets at fair value through profit or loss | Assets held for sale | Loans and receivables | Assets held for sale |
| ||||||||||||||||||||||||||||||||
Group | £ | £ | £ | £ | £ |
| |||||||||||||||||||||||||||||||
Assets per Statement of Financial Position at 31 December |
| ||||||||||||||||||||||||||||||||||||
Held-for-sale assets | - | - | 106,647 | - | 198,619 |
| |||||||||||||||||||||||||||||||
Trade and other receivables excluding pre-payments | 554,952 | - | - | 1,111,634 | - |
| |||||||||||||||||||||||||||||||
Financial assets at fair value through profit or loss | - | 217,466 | - | - | - |
| |||||||||||||||||||||||||||||||
Deposits and guarantees given | 230,427 | - | - | 160,878 | - |
| |||||||||||||||||||||||||||||||
Cash and cash equivalents | 3,024,565 | - | - | 996,157 | - |
| |||||||||||||||||||||||||||||||
Total | 3,809,944 | 217,466 | 106,647 | 2,268,669 | 198,619 |
| |||||||||||||||||||||||||||||||
2011 | 2010 |
| |||||||||||||||||||||||||||||||||||
Loans and receivables | Assets at fair value through profit or loss | Loans and receivables |
| ||||||||||||||||||||||||||||||||||
Company | £ | £ | £ |
| |||||||||||||||||||||||||||||||||
Assets per Statement of Financial Position at 31 December |
| ||||||||||||||||||||||||||||||||||||
Trade and other receivables excluding pre-payments | 3,496,428 | - | 3,308,376 |
| |||||||||||||||||||||||||||||||||
Financial assets at fair value through profit or loss | - | 217,466 | - |
| |||||||||||||||||||||||||||||||||
Cash and cash equivalents | 2,605,778 | - | 912,811 |
| |||||||||||||||||||||||||||||||||
Total | 6,102,206 | 217,466 | 4,221,187 |
| |||||||||||||||||||||||||||||||||
By quality: |
| ||||||||||||||||||||||||||||||||||||
Trade receivables:
Trade receivables comprises VAT due from Turkish and UK governments of £578,213 (2010: 561,076) and receivables from exploration partners of £33,265 (2010: 550,558). None of the exploration partners have external credit ratings. In 2010, £423,512 was at default with a partner and has since been fully covered.
Cash at bank and short-term deposits:
|
| ||||||||||||||||||||||||||||||||||||
2011 | 2010 |
| |||||||||||||||||||||||||||||||||||
External rating | £ | £ |
| ||||||||||||||||||||||||||||||||||
AAA | 242,709 | - |
| ||||||||||||||||||||||||||||||||||
A | 269,552 | 205,959 |
| ||||||||||||||||||||||||||||||||||
B | 2,427,909 | 762,465 |
| ||||||||||||||||||||||||||||||||||
Other | 73,934 | 25,668 |
| ||||||||||||||||||||||||||||||||||
The balance is cash-in-hand
20. | Trade and other receivables |
| ||||||||||||||||||||
Fair values of trade and other receivables equate to their carrying values, which also represent the Group's maximum exposure to credit risk. No collateral is held as security. |
| |||||||||||||||||||||
Group | Company | |||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||||||||
£ | £ | £ | £ | |||||||||||||||||||
Receivables from exploration partners | 33,265 | 550,558 | - | - | ||||||||||||||||||
Deposits and guarantees given | 230,427 | 160,878 | - | - | ||||||||||||||||||
Amounts due from Group companies | - | - | 3,496,428 | 3,308,376 | ||||||||||||||||||
VAT recoverable | 578,213 | 561,076 | 8,798 | 7,816 | ||||||||||||||||||
Prepayments and other current assets | 566,142 | 111,942 | 47,011 | 31,778 | ||||||||||||||||||
Total | 1,408,047 | 1,384,454 | 3,552,237 | 3,347,970 | ||||||||||||||||||
Non-current | 230,427 | 160,877 | - | - | ||||||||||||||||||
Current | 1,177,620 | 1,223,577 | 3,552,237 | 3,347,970 | ||||||||||||||||||
Total | 1,408,047 | 1,384,454 | 3,552,237 | 3,347,970 |
| |||||||||||||||||
Of the total trade and other receivables, £900,752 is denominated in Turkish Lira, £474,030 is denominated in sterling and £33,265 is denominated in US$.
The age of the receivables that are past due but not impaired is: |
| |||||||||||||||||||||
2011 | 2010 |
| ||||||||||||||||||||
£ | £ |
| ||||||||||||||||||||
0-120 days | - | 105,890 |
| |||||||||||||||||||
120-360 days | - | 211,693 |
| |||||||||||||||||||
Over 360 days | - | 105,929 |
| |||||||||||||||||||
Total | - | 423,512 |
| |||||||||||||||||||
| ||||||||||||||||||||||
21. | Deferred tax assets and liabilities |
| ||||||||||||||||||||
Group | Company |
| ||||||||||||||||||||
2011 | 2010 | 2011 | 2010 |
| ||||||||||||||||||
£ | £ | £ | £ |
| ||||||||||||||||||
Deferred tax assets |
| |||||||||||||||||||||
Temporary timing differences arising on: |
| |||||||||||||||||||||
Intangible assets | 172,212 | 155,465 | - | - |
| |||||||||||||||||
Employee termination benefits | 2,453 | 1,894 | - | - |
| |||||||||||||||||
Non accrued financial expenses | 11,449 | 7,708 | - | - |
| |||||||||||||||||
Total | 186,114 | 165,067 | - | - |
| |||||||||||||||||
Deferred tax liabilities |
| |||||||||||||||||||||
Temporary timing differences arising on: | - | - |
| |||||||||||||||||||
Tangible and intangible assets | (2,254) | (5,534) |
| |||||||||||||||||||
Acquisition of subsidiary (note 6) | (88,681) | - | - | - |
| |||||||||||||||||
Payables | (7,431) | (42,122) | - | - |
| |||||||||||||||||
Total | (98,366) | (47,656) | - | - |
| |||||||||||||||||
Net deferred tax asset | 87,748 | 117,411 | - | - |
| |||||||||||||||||
| ||||||||||||||||||||||
The movement in the year on the net deferred tax assets is: |
| |||||||||||||||||||||
Group | Company |
| ||||||||||||||||||||
2011 | 2010 | 2011 | 2010 |
| ||||||||||||||||||
£ | £ | £ | £ |
| ||||||||||||||||||
At 1 January | 117,411 | 125,004 |
| |||||||||||||||||||
Exchange movements | (20,431) | 780 | - | - |
| |||||||||||||||||
Acquisition of subsidiary (note 6) | (88,681) | - | - | - |
| |||||||||||||||||
Charge for the year | 79,449 | (8,373) | - | - |
| |||||||||||||||||
At 31 December | 87,748 | 117,411 | - | - |
| |||||||||||||||||
22. | Held-for-sale assets |
| |||||||||||||||||
The intangible assets held for sale relate to project licences previously included in non-current intangible assets. The Company has entered into negotiations with third parties for the sale of these licences and these negotiations are expected to be finalised in 2012. The assets are stated at fair value less costs to sell. The change for the year has been included in Other Income/(loss) in profit or loss. |
| ||||||||||||||||||
The movement in the year is: |
| ||||||||||||||||||
2011 | 2010 |
| |||||||||||||||||
Group | £ | £ |
| ||||||||||||||||
At 1 January | 198,619 | 70,000 |
| ||||||||||||||||
Exchange movements | (22,754) | 1,596 |
| ||||||||||||||||
Change for the year | (69,218) | 127,023 |
| ||||||||||||||||
At 31 December | 106,647 | 198,619 |
| ||||||||||||||||
| |||||||||||||||||||
| |||||||||||||||||||
23 | Cash and cash equivalents | ||||||||||||||||||
Group | Company |
| |||||||||||||||||
2011 | 2010 | 2011 | 2010 |
| |||||||||||||||
£ | £ | £ | £ |
| |||||||||||||||
Cash at bank and on hand | 656,885 | 252,473 | 238,098 | 169,127 |
| ||||||||||||||
Short - term deposits | 2,367,680 | 743,684 | 2,367,680 | 743,684 |
| ||||||||||||||
At 31 December | 3,024,565 | 996,157 | 2,605,778 | 912,811 |
| ||||||||||||||
24 | Share Capital | |||||||||||||
Group and Company | Number of | Ordinary shares | Share premium | Total | ||||||||||
shares | £ | £ | £ | |||||||||||
At 1 January 2010 | 249,546,923 | 2,495,469 | 8,443,778 | 10,939,247 | ||||||||||
Shares issued for cash | 37,229,443 | 372,295 | 930,736 | 1,303,031 | ||||||||||
Cost of share issue | - | - | (62,132) | (62,132) | ||||||||||
Exercise of share options | 550,000 | 5,500 | 11,000 | 16,500 | ||||||||||
At 31 December 2010 | 287,326,366 | 2,873,264 | 9,323,382 | 12,196,646 | ||||||||||
Shares issued for cash | 58,496,467 | 584,964 | 3,742,429 | 4,327,393 | ||||||||||
Exercise of share options | 2,732,000 | 27,320 | 97,080 | 124,400 | ||||||||||
Exercise of share warrants | 2,342,399 | 23,424 | 70,272 | 93,696 | ||||||||||
At 31 December 2011 | 350,897,232 | 3,508,972 | 13,233,163 | 16,742,135 | ||||||||||
The following issue of shares for cash were made during the year: | ||||||||||||||
- 6,523,669 shares were issued to Thani Ashanti Alliance on 9 January 2011 at a cost of 4.83p per share, followed by a further 1,200,000 shares on 18 October 2011 at 7.72p per share. | ||||||||||||||
- 38,860,104 shares were issued to AngloGold Ashanti on 26 June 2011 at a cost of 7.72p per share, followed by a further 1,550,000 shares on 18 October 2011 at 7.72p per share. - 10,362,694 shares were issued to Antofagasta on 29 September 2011 at a cost of 7.72p per share. | ||||||||||||||
25 | Loss per share | |||||||||||||
The calculation of the basic loss per share is based on the loss attributable to the equity holders of the Company and the weighted average number of ordinary shares in issue during the year, as follows: | ||||||||||||||
2011 | 2010 | |||||||||||||
£ | £ | |||||||||||||
Loss attributable to equity holders of the Company | 444,497 | 2,884,041 | ||||||||||||
Weighted average number of ordinary shares in issue | 321,482,912 | 284,130,351 | ||||||||||||
Basic loss per share (pence per share) | (0.14) | (1.02) | ||||||||||||
There is no difference between basic and diluted loss per share as the effect of the exercise of the options would be to decrease the loss per share. | ||||||||||||||
At the year end there were 21,037,879 share options that could potentially dilute the earnings per share in future. Since the year end the Company has issued 12,254,456 shares, which will also dilute earnings per share in future. | ||||||||||||||
26 | Share options |
| ||||||||||||||||
| ||||||||||||||||||
The Directors have discretion to grant options to Group employees to subscribe for Ordinary Shares up to a maximum of 10% of the Company's issued share capital. The Company runs two schemes; one is the Enterprise Management Incentive scheme and the other is the unapproved Share Option scheme. |
| |||||||||||||||||
As at 31 December 2011, the Company had in issue 12,187,144 (2010: 10,570,000) options to Group employees granted under the Enterprise Management Incentive scheme and 8,483,327 (2010: 5,730,000) to Group employees granted under the unapproved scheme. The options under both schemes are exercisable from one to three years from the grant date and lapse on the tenth anniversary of the grant date or on the holder ceasing to be an employee of the Company. A further 367,408 (2010: 2,425,030) options are in issue to third parties granted for the provision of services. |
| |||||||||||||||||
The granting of the share options has been accounted for as equity-settled share-based payment transactions. The total expenses recognised in the loss for the year arising from share-based payments was £92,378 (2010: £36,449). The Group has no legal or constructive obligation to repurchase or settle the options in cash. |
| |||||||||||||||||
| ||||||||||||||||||
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows: |
| |||||||||||||||||
2011 | 2010 |
| ||||||||||||||||
Weighted | Weighted |
| ||||||||||||||||
average | average |
| ||||||||||||||||
Group and Company | Number of | exercise price | Number of | exercise price |
| |||||||||||||
options | pence | options | pence |
| ||||||||||||||
Outstanding at 1 January | 18,725,030 | 3.3 | 19,615,030 | 3.3 |
| |||||||||||||
Cancelled | (10,000) | 3.0 | (272,500) | 3.3 |
| |||||||||||||
Forfeited | (215,000) | 7.2 | (67,500) | 3.3 |
| |||||||||||||
Granted | 5,269,849 | 6.7 | - | - |
| |||||||||||||
Exercised | (2,732,000) | 5.1 | (550,000) | 3.0 |
| |||||||||||||
Outstanding at 31 December | 21,037,879 | 4.1 | 18,725,030 | 3.3 |
| |||||||||||||
Exercisable at 31st December | 15,960,030 | 3.0 | 17,809,000 | 3.2 |
| |||||||||||||
The weighted average share price on the date of exercise of the options exercised in 2011 was 6.95 pence per share. |
| |||||||||||||||||
The weighted average contractual life of the outstanding options at 31 December 2011 was 8.04 years (2010: 7.2 years). |
| |||||||||||||||||
| ||||||||||||||||||
Details of share options outstanding at 31 December 2011 are as follows: | ||||||||||||||||||
Number of options | ||||||||||||||||||
Outstanding | Outstanding | Option |
| |||||||||||||||
Exercisable period | 1 January | Granted/ | 31 December | price |
| |||||||||||||
Start date | Expiry date | 2010 | Exercised | (cancelled) | 2011 | pence |
| |||||||||||
4 January 2007 | 4 January 2017 | 2,122,000 | (2,122,000) | - | - | 5.0 |
| |||||||||||
30 April 2009 | 30 April 2019 | 16,258,500 | (610,000) | (25,000) | 15,623,500 | 3.0 |
| |||||||||||
28 September 2009 | 28 September 2019 | 41,500 | - | - | 41,500 | 4.3 |
| |||||||||||
1 December 2009 | 1 December 2012 | 303,030 | - | - | 303,030 | 4.0 |
| |||||||||||
4 January 2011 | 4 January 2014 | - | - | 64,378 | 64,378 | 9.3 |
| |||||||||||
7 January 2011 | 7 January 2021 | - | - | 1,263,327 | 1,263,327 | 9.4 |
| |||||||||||
1 June 2011 | 1 June 2021 | - | - | 2,617,144 | 2,617,144 | 7.0 |
| |||||||||||
7 June 2011 | 7 June 2021 | - | - | 1,125,000 | 1,125,000 | 6.9 |
| |||||||||||
Total options outstanding | 18,725,030 | (2,732,000) | 5,044,849 | 21,037,879 | 4.1 |
| ||||||||||||
In addition to above 200,000 options were issued on 3 May 2011 and subsequently cancelled before the year end.
The fair value of the share options has been measured by use of the Black-Scholes pricing model. The expected volatility was determined by calculating the historical volatility of the Company's share price over the last two years. | ||||||||||||||||||
The inputs and assumptions made in applying the Black-Scholes pricing model are as follows: | ||||||||||||||||||
Options granted in 2011 | ||||||||||||||||||
4 January | 7 January | 3 May | 1 June | 7 June | ||||||||||||||
Share price at date of grant (pence) | 9.32 | 9.38 | 7.26 | 7.00 | 6.88 | |||||||||||||
Fair value at grant date (pence) | 2.32 | 4.4 | 3.28 | 3.38 | 3.32 | |||||||||||||
Expected volatility | 48% | 48% | 48% | 48% | 48% | |||||||||||||
Expected dividends | nil | Nil | nil | nil | nil | |||||||||||||
Option life (years) | 10 | 10 | 10 | 10 | 10 | |||||||||||||
Risk-free Interest rate | 3% | 3% | 3% | 3% | 3% | |||||||||||||
27 Other reserves | |||||||||||
Group | Merger reserve | Share option reserve | Translation reserve | Transaction with Non-controlling interest | Total |
| |||||
£ | £ | £ | £ | £ |
| ||||||
Balance at 1 January 2010 | (485,400) | 634,452 | 133,201 | - | 282,253 |
| |||||
Share-based payments | - | 36,449 | - | - | 36,449 |
| |||||
Share options exercised and cancelled | - | (24,141) | - | - | (24,141) |
| |||||
Other comprehensive income | - | - | (257,552) | - | (257,552) |
| |||||
Balance at 31 December 2010 | (485,400) | 646,760 | (124,351) | - | 37,009 |
| |||||
Share-based payments | - | 92,378 | - | - | 92,378 |
| |||||
Share options exercised and cancelled | - | (62,771) | - | - | (62,771) |
| |||||
Decrease in ownership interest (see note 6) | - | - | - | 118,800 | 118,800 |
| |||||
Other comprehensive income | - | - | (736,516) | - | (736,516) |
| |||||
Balance at 31 December 2011 | (485,400) | 676,367 | (860,867) | 118,800 | (551,100) |
| |||||
Merger reserve |
| ||||||||||||||||||||||||||||
The Merger Reserve arose on consolidation as a result of the merger accounting for the acquisition of the entire issued share capital of Stratex Exploration Limited during 2005 and represents the difference between the nominal value of shares issued for the acquisition and that of the share capital and share premium account of Stratex Exploration Limited.
|
| ||||||||||||||||||||||||||||
28 | Trade and other payables |
| |||||||||||||||||||||||||||
Group | Company |
| |||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 |
| |||||||||||||||||||||||||
£ | £ | £ | £ |
| |||||||||||||||||||||||||
Trade payables | 587,302 | 130,770 | 85,558 | 53,738 |
| ||||||||||||||||||||||||
Amounts due on acquisition of subsidiary company (see note 6) | 743,362 | - | 743,362 | - |
| ||||||||||||||||||||||||
Amounts due to related parties and employees | 375,048 | 1,154,908 | - | 18,943 |
| ||||||||||||||||||||||||
Social security and other taxes | 10,519 | 25,588 | 10,519 | 10,553 |
| ||||||||||||||||||||||||
Accrued expenses | 236,846 | 48,191 | 47,000 | 13,081 |
| ||||||||||||||||||||||||
At 31 December 2010 | 1,953,077 | 1,359,457 | 886,439 | 96,315 |
| ||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
29. | Related party transactions |
| |||||||||||||||||||||||||||
Transactions with operational partners: |
| ||||||||||||||||||||||||||||
Transaction value for the year ended 31 December | Receivable/(Payable) as at 31 December | ||||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 | ||||||||||||||||||||||||||
£ | £ | £ | £ |
| |||||||||||||||||||||||||
Teck Madencilik Sanayi Ticaret AS | 396,484 | 245,224 | (34,770) | - |
| ||||||||||||||||||||||||
Thani Ashanti Alliance Ltd | 962,464 | 127,046 | 33,265 | 127,046 |
| ||||||||||||||||||||||||
Centerra Exploration B.V. | 1,370,959 | - | (187,407) | - |
| ||||||||||||||||||||||||
Antofagasta Minerals S.A. | 170,352 | - | (69,639) | - |
| ||||||||||||||||||||||||
Teck Madencilik Sanayi Ticaret AS, Thani Ashanti Alliance Ltd and Antofagasta Minerals S.A. are operational partners and shareholders in the Company and the transactions are refunds of exploration cost. Centerra Exploration B.V. is an operational partner. |
| ||||||||||||||||||||||||||||
Transactions with Director: |
| ||||||||||||||||||||||||||||
Transaction value for the year ended 31 December | Payable as at 31 December |
| |||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 |
| |||||||||||||||||||||||||
£ | £ | £ | £ |
| |||||||||||||||||||||||||
Bob Foster Associates Limited | 33,420 | 26,112 | 4,487 | 2,356 |
| ||||||||||||||||||||||||
Bob Foster Associates Limited provides administration services to the Company and Bob Foster is a director of both companies.
Christopher Hall and David Hall were directors of Rift Resources Ltd at 31 December 2011 and John Cole-Baker was a director of Silvrex Limited. |
| ||||||||||||||||||||||||||||
Transactions with non-controlling interest: |
| ||||||||||||||||||||||||||||
During the year Stratex Gold AG invested an additional £153,659 in NS Madencilik Sanayi ve Ticaret As bringing the total investment to £585,246 and maintaining its 45% shareholding. The Company invested £20,000 in Rift Resources PLC. |
| ||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
Disposal of interest in a subsidiary without loss of control: |
| ||||||||||||||||||||||||||||
On 27 May 2011, the Company disposed of a 5% interest in Stratex East Africa Limited for nil value. This resulted in an increase in non-controlling interest of £53 and a decrease in equity attributable to owners of the Company of £53.
On 1 October 2011 the Company disposed of a 17.2% interest in Rift Resources PLC for nil value. This resulted in an increase in non-controlling interest of £250,200 and a decrease in equity attributable to owners of the Company of £200. |
| ||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
Parent company and ultimate controlling party: |
| ||||||||||||||||||||||||||||
During the year the Company provided funds amounting to £2,308,847 (2010: £ 760,301) to its subsidiary companies for the exploration activities and charged its subsidiary companies £129,000 (2010: £94,000) for the provision of management services and £212,630 (2010: £94,805) for interest on loan accounts. The total receivable from subsidiaries at 31 December 2011 was £9,316,636 (2010: £6,690,737).
The Directors believe that there is no controlling party. |
| ||||||||||||||||||||||||||||
30. | Cash used in operations | |||||||||||||||||||||||||||||||
Group | Company |
| ||||||||||||||||||||||||||||||
2011 | 2010 | 2011 | 2010 |
| ||||||||||||||||||||||||||||
£ | £ | £ | £ |
| ||||||||||||||||||||||||||||
| Loss before income tax | (517,377) | (2,875,668) | (151,134) | (645,984) |
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| Adjustments for: |
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Issue of share options | 92,378 | 36,449 | 92,378 | 36,449 |
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Depreciation | 100,918 | 83,943 | 2,230 | 9,721 |
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Project impairment write-offs | 83,747 | 58,656 | - | - |
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Fixed asset write-offs | 216 | 817 | 216 | - |
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Share of losses of associated companies | 139,176 | 134,305 | - | - |
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Loss on sale of subsidiary company | - | 1,095,880 | - | - |
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Expenses related to acquisition of subsidiary | - | - | 53,506 | - |
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Profit on sale of financial asset | (527,199) | - | (527,199) | - |
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Gain on acquisition of subsidiary | (805,068) | - | - | - |
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Revaluation of financial assets | 69,733 | - | 69,733 |
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Change in value of held-for-sale assets | 69,218 | - | - | - |
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Interest income on short term deposits | (23,478) | (21,965) | (23,449) | (21,925) |
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Interest income on intercompany indebtedness | - | - | (212,630) | (113,720) |
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Intercompany management fees | - | - | (129,000) | (94,000) |
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Foreign exchange movements on operating activities | (477,785) | (186,594) | - | - |
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| Changes in working capital, excluding the effects of exchange differences on consolidation: |
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| - Trade and other receivables | (20,162) | (529,562) | (204,267) | 13,590 |
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| - Trade and other payables | 644,423 | 82,400 | 46,762 | (24,623) |
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| Cash used in operations | (1,171,260) | (2,121,339) | (982,854) | (840,492) |
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| The major non-cash transactions of the Group during the year were the acquisition of Silvrex Limited and the acquisition of Rift Resources PLC (see note 6). Also, as part of the proceeds from the sale of the shares in Sheba Exploration Ltd the Group received 266,666 ordinary shares in Centamin Egypt Ltd (see note 16). |
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| 31. Contingencies and capital commitments |
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| The Group has a contingent liability amounting to £3,895,159 in connection with the acquisition of Silvrex Limited (see note 6) |
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| 32. Parent company Statement of Comprehensive Income |
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| As permitted by section 408 of the Companies Act 2006, the statement of comprehensive income of the parent company is not presented as part of these financial statements. |
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| 2011 | 2010 |
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| Company | £ | £ |
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| At 1 January | (3,659,421) | (3,037,578) |
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| Loss for the year | (151,134) | (645,984) |
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| Share options exercised and cancelled | 62,771 | 24,141 |
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| At 31 December | (3,747,784) | (3,659,421) |
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| 33. Events after the reporting period |
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| The following events have taken place after the reporting period:
a) Having expended US$3million on the Őksűt project and thereby fulfilling the commitments under the agreement dated 13 August 2009, Centerra Exploration B.V. acquired a 50% interest in Őksűt Madencilik Sanayi ve Ticaret AS on 17 January 2012. This was facilitated by issuing additional Őksűt share capital to Centerra at nil cost, amounting to Turkish Lire 3,519,998 (£1.2million). b) 10,619,456 shares in the Company have been issued to complete the acquisition of Silvrex Limited (see note 6).
No other significant events have taken place since 31 December 2011. |
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* * ENDS * *
For further information please visit www.stratexinternational.com, email [email protected], or contact:
Stratex International Plc | Tel: +44 (0)20 7830 9650 |
Bob Foster / Claire Bay
| |
Grant Thornton Corporate Finance | Tel: +44 (0)20 7383 5100 |
Gerry Beaney / Melanie Frean
| |
Northland Capital Partners Limited | Tel: +44 (0)20 7796 8800 |
Gavin Burnell / Tim Metcalfe John-Henry Wicks / John Howes (Sales)
| |
Newgate Threadneedle | Tel: +44 (0)20 7653 9850 |
Graham Herring/ Terry Garrett/Beth Harris |
Notes to editors:
Stratex International Plc is an AIM-quoted exploration and development company focussing on gold and base metal opportunities in Turkey, East Africa, and West Africa.
Stratex - Turkey Portfolio
In Turkey, Stratex is moving to gold production at the Inlice project through its partnership with its Turkish partner NTF. Altıntepe is also targeted to go into production through a joint venture with Turkish partner Bahar Madencilik, subject to outcome of an Environmental Impact Study (EIS) and technical studies. The Company also remains focused on discovering and developing new projects through low-cost exploration, adding maximum value prior to optioning/joint venturing or selling on to a dedicated mining company.
·; Total resources stand at approximately 2.26 million oz of gold (combined oxide and sulphide gold) and 7.1 million oz of silver, on a global resource basis
·; Partnership with NTF, a technically capable Turkish company, to rapidly develop the 59,600 oz gold reserve at the Inlice project
·; Partnership with Turkish company Bahar Madencilik to advance development of the 490,000 oz Altintepe oxide-gold project in northern Turkey to production
·; An option/joint venture agreement with Centerra Exploration B.V., a wholly owned subsidiary of Centerra Gold Inc., to explore and develop the Öksüt project, a high-sulphidation gold discovery located in Central Anatolia. Resources here were recently expanded to 1,047,871 oz Au in Ortaçam and Ortaçam North zones at a cut-off grade of 0.2 g/t Au.
·; A further option/joint venture agreement with Centerra Exploration B.V. to explore the multiple high-sulphidation alteration zones of the Altunhisar project in Central Anatolia
·; An option/joint venture agreement over the Hasancelebi project, a high-sulphidation gold project in central Turkey with Teck Madencilik Sanayi Ticaret A.S., a Turkish subsidiary of Teck Resources Limited of Canada, a major shareholder in Stratex
·; Exploration agreement with Antofagasta to explore Turkey for porphyry copper and other copper deposit-types that will be vested into an established JV
Stratex East Africa Ltd ('SEA') - Ethiopia and Djibouti Portfolio
·; A joint venture with Centamin plc to (i) evaluate the prospective 37 sq km Shehagne gold project in Ethiopia (Stratex has 60% of the project), and (ii) explore targets in northern Ethiopia on a 70:30 joint venture basis.
·; Berahale EEL covers an area of 1,107.44 sq km in northern Ethiopia and is prospective for gold and base metals
·; Multiple low-sulphidation vein systems recently discovered in the Blackrock EEL with bonanza gold values up to 34.6 g/t Au and 60.4 g/t in outcrop
·; 3,765 sq km land position over new epithermal gold discovery and multiple related gold targets in the Afar Depression of eastern Ethiopia and Djibouti
·; Stratex International has signed a binding Heads of Agreement with Thani Ashanti, an AngloGold Ashanti Limited joint venture company, to fast-track development of the first 10 prospects identified within the Afar Depression (collectively the 'Afar Project'). Thani Ashanti can earn 51% of the Afar Project by spending US$3 million on exploration and development over two years. Recent results from the scout drilling programme at Megenta have confirmed epithermal gold mineralisation
Stratex interest in West Africa
Stratex has acquired the entire issued share capital of former private company Silvrex Limited (renamed Stratex West Africa Ltd), including its gold portfolio in Senegal, where the Company is now earning-in to an eventual 75% of an exploration licence in the very prospective Kédougou-Kenieba area. The portfolio also includes four exploration licences acquired in Mauritania.
Related Shares:
Oriole Resources