27th Mar 2014 07:00
Noricum Gold Limited / EPIC: NMG / Sector: Natural Resources
27 March 2014
Noricum Gold Limited ('Noricum' or 'the Company')
Final Results
Noricum Gold Limited, the Austrian focused gold exploration and development company, is pleased to announce its final results for the 12 months ended 31 December 2013. In addition, the Company gives notice of its Annual General Meeting which will be held at 10.00am on 22 May 2014 at the Washington Mayfair Hotel, 5 Curzon Street, London, W1J 5HE. The Company's Annual Report and Accounts and the notice of annual general meeting have been posted to shareholders. Electronic copies of these documents are available on the Company's website.
Highlights
· High grade results confirmed at two core gold projects, Rotgulden and Schonberg, through drilling and soil sampling, underpinning the Company's belief that it is developing a new gold province
· Significant intersections returned from drilling at the Rotgulden Mine target within the Rotgulden project, one of four targets along 8km of strike - highlights included:
o 6m @ 17.4 g/t Au and 27.8 g/t Ag from 9m
o 3.9m @ 51.53 g/t Au, 237.77 g/t Ag and 2.69% Cu from 4.7m, including 1.1m at over 5 ounces per tonne Au
· An initial resource estimate for the Rotgulden Mine is currently being calculated - due to be published in H1 2014
· Completed a £2m financing that sees the Company funded for its current 2014 exploration programme
· High grade soil sampling results at the Schonberg Project provide strong justification for 2014 drilling programme
o Further soil sampling to be conducted in the near term to refine potential drill targets
· Appointment of Non-Executive Chairman Michael Hutchinson
Noricum Managing Director Greg Kuenzel said, "During the year, the Company executed a focused resource drill programme on its brownfield targets at the Rotgulden Gold Mine in Austria, in tandem with advancing its regional high priority targets which are located along 8km of strike running through the tenure. Drilling at Rotgulden identified extensions to previously known high grade ore zones as well as providing a clearer understanding of the limits of the historically mined material. The results of this drill programme are currently being combined with the historical results and modeled by H&S resource consultants with a maiden resource expected for this area early in the first half of this year.
"Additionally, having raised £2m in Q4 2013, we are well positioned to undertake further campaigns at Rotgulden, both at this target and at the Altenberg target which has never been drilled. Schonberg has also produced positive results and we look forward to stepping up activities here in 2014. As evidenced by the extensive work across our portfolio, we are committed to unlocking value for shareholders as we continue developing our wholly owned, high grade Austrian gold and precious metals portfolio."
Chairman's Statement
Operational Review
2013 was an active year for the Company, one which saw us complete a round of resource focused drilling at our flagship Rotgulden Gold Project in Austria, where a series of exceptionally high grade gold results identified extensions to previously mined high grade ore. In addition we conducted exploration activities at our Schonberg Gold and Copper Project, which is shaping up to be a priority target for the Company thanks to the high grade nature of the gold and copper mineralisation.
The work undertaken during the period confirmed the quality of our wholly owned assets. Importantly, we are well funded to strengthen our knowledge of the projects through further drilling at multiple targets during the forthcoming field season, which we expect to commence in H1 2014. Also in this timeframe we anticipate publishing an initial resource at the previously producing mine at Rotgulden. These activities are in line with our strategy to fully assess the potential of what we believe to be a new gold province with a view to generating early stage cash flow through high grade production.
Austria's political stability provides key benefits that help reduce the risks associated with exploration, improves the economics behind a project and offers a mining-friendly environment. There is also a highly skilled pool of labour, a strong legal framework, and a transparent permitting process, which is highly advantageous.
Rotgulden
As previously mentioned, the majority of our work has focused on advancing Rotgulden, a 51 sq km licence area in south-central Austria. Four high priority target areas have been identified along 8km of strike within the tenure through an aerial electromagnetic and magnetic survey conducted in 2012. An extensive sampling programme subsequently returned high grade results across these targets: the previously producing Rotgulden mine; Altenberg, with values of up to 86.4 g/t of gold ('Au') and 1,011 g/t of silver ('Ag'); Shurfspitze with values of up to 37.68 g/t Au and 541 g/t Ag; and Wandstollen returning 38.2 g/t Au and 52.8 g/t Ag.
Accordingly, 2013 saw the commencement of a 1,300 metre underground diamond drill programme to further define the areas of massive sulphide mineralisation identified by electromagnetic, geological mapping, and sampling surveys as well as the historic assay results, to provide a maiden JORC resource for the historic Rotgulden Gold Mine. A total of 25 holes were drilled from four locations from just above the main level to depths of around 30m to 150m. Initial results returned bonanza and exceptionally high grade gold including one hole which returned 3.9m at 51.53 g/t Au, 237.77 g/t Ag and 2.69% Cu from 4.7m, including 1.1m at over 5 ounces per tonne Au. These results will be used by H&S Consultants Pty Ltd to model an initial resource for the underground mine as well as providing a larger exploration target for future work. In the meantime, the results are being used to prepare for further drilling and plans are being drawn up for a campaign in 2014 which will aim to extend the area of mineralisation, prove the depth extent of ore, and add to the resource.
At Altenberg, located 2km to the south of the previously producing Rotgulden mine, plans are being finalised for a surface drill programme to test the mineralisation at depth after rock chip sampling returned bonanza grades of 86.4 g/t Au. The 2014 drill campaign will be the first time that this area will be tested through drilling and highlights the significant upside potential held within the licence area.
2014 will be predominantly focused on these target areas while reconnaissance programmes at Schurfspitze and Wandstollen will look to advance the two remaining targets.
Schonberg
Highlighting the regional nature of the mineralisation, the 37 sq km Schonberg licence, which is located approximately 100 km due east of Rotgulden, is a second drill ready project in Noricum's portfolio. Historically, copper has been mined at Schonberg with average grades returned of between 4.94% and 7.38% copper. Work carried out has identified up to eight ore veins along 3km of strike, approximately 1m wide running to a depth of more than 350m and sampling has returned high grades of up to 28.6 g/t Au, 44 g/t Ag and 3.57% Cu. Further soil sampling and geochemistry has produced excellent results and we will be collecting close space follow up of 1,000 plus additional samples over the coming weeks in order to assist in the design of a first phase drill programme at this highly prospective site. Strong justification exists to potentially fast track Schonberg for drilling in 2014, subject to planning, and we will make further updates on this at the appropriate time.
Corporate
During the year I was delighted to join the Board as non-Executive Chairman. Having previously worked in the central European mining and metals industry I bring with me a network of contacts and experience in the sector and I look forward to working closely with the Company during this progressive time in its development.
Financial Review
As an exploration and development company which has no revenue we are reporting a loss for the 12 months ended 31 December 2013 of £493,639 (restated 2012: £581,566).
In October 2013 we were pleased to announce the successful raising of £2 million (before costs) by way of a placing. We are now fully funded for our programme at Rotgulden. The Group's cash position at the end of the period was £2.1 million and currently stands at £1.9 million.
Outlook
This year promises to be a transformational one for Noricum. Drilling will take place at the Rotgulden gold mine, Altenberg and Schonberg while the publication of an initial JORC resource at the previously producing mine at Rotgulden may lead to the commencement of a feasibility study to assess the target's near term production credentials. If positive, we believe a small-scale mining operation could be constructed here in the short term. We are delighted with the results from work conducted in 2013 which validates our model that a new gold province in the heart of Western Europe is being systematically delineated.
The Company also continues to evaluate additional gold projects which have the potential to add significant shareholder value and smooth out the seasonal work programme currently experienced due to the limitations of working in the winter months in Austria. Naturally, if these are progressed, we will update the market accordingly.
I would like to take this opportunity to thank our Board, advisers and shareholders for their continued support during the period, and look forward to the year ahead with excitement.
Michael Hutchinson
Non-Executive Chairman
26 March 2014
STATEMENTS OF FINANCIAL POSITION
As at 31 December 2013
Group | Company |
| |||||
Note | 2013 £ | Restated 2012 £ | 2013 £ | 2012 £ | |||
Non-Current Assets | |||||||
Property, plant and equipment | 7 | 4,855 | 5,580 | 4,855 | 5,580 | ||
Intangible assets | 8 | 3,283,233 | 2,386,576 | - | - | ||
Investment in subsidiaries | 9 | - | - | 23,817,740 | 22,626,966 | ||
3,288,088 | 2,392,156 | 23,822,595 | 22,632,546 | ||||
Current Assets | |||||||
Trade and other receivables | 10 | 84,011 | 60,377 | 45,721 | 55,307 | ||
Cash and cash equivalents | 11 | 2,144,697 | 1,578,584 | 1,880,770 | 1,567,692 | ||
2,228,708 | 1,638,961 | 1,926,491 | 1,622,999 | ||||
Total Assets | 5,516,796 | 4,031,117 | 25,749,086 | 24,255,545 | |||
Current Liabilities | |||||||
Trade and other payables | 12 | 125,082 | 90,592 | 50,982 | 68,984 | ||
Total Liabilities | 125,082 | 90,592 | 50,982 | 68,984 | |||
Net Assets | 5,391,714 | 3,940,525 | 25,698,104 | 24,186,561 | |||
Equity attributable to owners of the Parent | |||||||
Share Capital | 13 | - | - | - | - | ||
Share premium | 13 | 25,601,551 | 23,674,771 | 27,221,794 | 25,295,014 | ||
Reverse acquisition reserve | (18,845,147) | (18,845,147) | - | - | |||
Other reserves | 14 | (86,351) | (48,162) | 23,409 | 79,646 | ||
Retained losses | (1,278,339) | (840,937) | (1,547,099) | (1,188,099) | |||
Total Equity | 5,391,714 | 3,940,525 | 25,698,104 | 24,186,561 | |||
STATEMENTS OF COMPREHENSIVE INCOME
For the year ended 31 December 2013
Group | Company | ||||||
Continuing Operations | Note | Year ended 31 December 2013 £ | Restated Year ended 31 December 2012 £ | Year ended 31 December 2013 £ | Year ended 31 December 2012 £ |
| |
Revenue | 11,300 | - | 236,975 | 217,624 |
| ||
Administration expenses | 6,22 | (506,185) | (582,765) | (657,439) | (726,732) |
| |
Other net (losses) / gains | 16 | - | 681 | 4,392 | (57,538) |
| |
Operating Loss | 6,22 | (494,885) | (582,084) | (416,072) | (566,646) |
| |
Finance income | 19 | 1,246 | 518 | 835 | 490 |
| |
Loss Before Taxation | (493,639) | (581,566) | (415,237) | (566,156) |
| ||
Corporate tax expense | 20 | - | - | - | - |
| |
Loss for the year attributable to Owners of the Parent | (493,639) | (581,566) | (415,237) | (566,156) |
| ||
Other Comprehensive Income: |
| ||||||
Items that may be reclassified to profit or loss |
| ||||||
Exchange differences on translating foreign operations | 18,048 | (88,732) | - | - |
| ||
Total Comprehensive Income attributable to Owners of the Parent | (475,591) | (670,298) | (415,237) | (566,156) |
| ||
| |||||||
Earnings per share (pence) from continuing operations attributable to owners of the Parent | 21 | (0.06) | (0.09) | (0.05) | (0.09) |
|
GROUP STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 December 2013
Attributable to Owners of the Parent | ||||||||
Share capital £ | Share Premium £ | Other reserves £ | Reverse acquisition reserve £ | Retained losses £ | Total equity £ | |||
As at 1 January 2012 as previously reported | - | 21,606,269 | 512,325 | (18,845,147) | (867,975) | 2,405,472 | ||
Restatement of prior period - Note 24 | - | - | - | - | 113,440 | 113,440 | ||
As at 1 January 2012 as restated | - | 21,606,269 | 512,325 | (18,845,147) | (754,535) | 2,518,912 | ||
Restated loss for the year | - | - | - | - | (581,566) | (581,566) |
| |
Other comprehensive income |
| |||||||
Exchange differences on translating foreign operations | - | - | (88,732) | - | - | (88,732) |
| |
Total comprehensive income for the year | - | - | (88,732) | - | (581,566) | (670,298) |
| |
Transactions with owners |
| |||||||
Issue of ordinary shares | - | 2,200,000 | - | - | - | 2,200,000 |
| |
Issue costs | - | (186,423) | 23,409 | - | - | (163,014) |
| |
Share based payments | - | 54,925 | - | - | - | 54,925 |
| |
Expired options | - | - | (495,164) | - | 495,164 | - |
| |
Total transactions with owners | - | 2,068,502 | (471,755) | - | 495,164 | 2,091,911 |
| |
As at 31 December 2012 | - | 23,674,771 | (48,162) | (18,845,147) | (840,937) | 3,940,525 |
| |
As at 1 January 2013 | - | 23,674,771 | (48,162) | (18,845,147) | (840,937) | 3,940,525 |
| |
Loss for the year | - | - | - | - | (493,639) | (493,639) |
| |
Other comprehensive income |
| |||||||
Exchange differences on translating foreign operations | - | - | 18,048 | - | - | 18,048 |
| |
Total comprehensive income for the year | - | - | 18,048 | - | (493,639) | (475,591) |
| |
Transactions with owners |
| |||||||
Issue of ordinary shares | - | 2,000,000 | - | - | - | 2,000,000 |
| |
Issue costs | - | (94,220) | - | - | - | (94,220) |
| |
Share based payments | - | 21,000 | - | - | - | 21,000 |
| |
Expired options | - | - | (56,237) | - | 56,237 | - |
| |
Total transactions with owners | - | 1,926,780 | (56,237) | - | 56,237 | 1,926,780 |
| |
As at 31 December 2013 | - | 25,601,551 | (86,351) | (18,845,147) | (1,278,339) | 5,391,714 |
| |
COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 December 2013
Share capital £ | Share Premium £ | Other reserves £ | Retained losses£ | Total equity £ | |
As at 1 January 2012 | - | 23,226,512 | 551,401 | (1,117,107) | 22,660,806 |
Loss for the year | - | - | - | (566,156) | (566,156) |
Total comprehensive income for the year | - | - | - | (566,156) | (566,156) |
Transactions with owners | |||||
Issue of ordinary shares | - | 2,200,000 | - | - | 2,200,000 |
Issue costs | - | (186,423) | 23,409 | - | (163,014) |
Share based payments | - | 54,925 | - | - | 54,925 |
Expired options | - | - | (495,164) | 495,164 | - |
Total transactions with owners | - | 2,068,502 | (471,755) | 495,164 | 2,091,911 |
As at 31 December 2012 | - | 25,295,014 | 79,646 | (1,188,099) | 24,186,561 |
As at 1 January 2013 | - | 25,295,014 | 79,646 | (1,188,099) | 24,186,561 |
Loss for the year | - | - | - | (415,237) | (415,237) |
Total comprehensive income for the year | - | - | - | (415,237) | (415,237) |
Transactions with owners | |||||
Issue of ordinary shares | - | 2,000,000 | - | - | 2,000,000 |
Issue costs | - | (94,220) | - | - | (94,220) |
Share based payments | - | 21,000 | - | - | 21,000 |
Expired options | - | - | (56,237) | 56,237 | - |
Total transactions with owners | - | 1,926,780 | (56,237) | 56,237 | 1,926,780 |
As at 31 December 2013 | - | 27,221,794 | 23,409 | (1,547,099) | 25,698,104 |
CASH FLOW STATEMENTS
For the year ended 31 December 2013
Group | Company |
| |||||
Note | 2013 £ | Restated 2012 £ | 2013 £ | 2012 £ | |||
Cash flows from operating activities | |||||||
Loss before taxation | (493,639) | (581,566) | (415,237) | (566,156) | |||
Adjustments for: | |||||||
Interest received | (1,246) | (518) | (835) | (490) | |||
Management fee | - | - | (236,975) | (217,624) | |||
Depreciation | 2,789 | 4,136 | 2,789 | 4,136 | |||
Foreign exchange differences on intercompany loans | 18,048 | (88,732) | - | - | |||
Consultancy fees paid in shares | 21,000 | 54,925 | 21,000 | 54,925 | |||
Consultancy fees cost of shares issued | - | (45,268) | - | (45,268) | |||
Decrease / (increase) in trade and other receivables | (17,633) | 19,648 | 15,585 | 23,121 | |||
(Decrease) / increase in trade and other payables | 34,490 | (139,969) | (18,000) | (22,243) | |||
Net cash generated from operating activities | (436,191) | (777,344) | (631,673) | (769,599) | |||
Cash flows from investing activities | |||||||
Interest received | 1,246 | 518 | 835 | 490 | |||
Purchase of property, plant & equipment | (2,065) | (1,481) | (2,065) | (1,481) | |||
Loans granted to subsidiary undertakings | - | - | (953,799) | (422,685) | |||
Exploration and evaluation activities | (896,657) | (534,950) | - | - | |||
Net cash used in investing activities | (897,476) | (535,913) | (955,029) | (423,676) | |||
Cash flows from financing activities | |||||||
Proceeds from issue of shares | 1,994,000 | 2,200,000 | 1,994,000 | 2,200,000 | |||
Cost of share issue | (94,220) | (117,746) | (94,220) | (117,746) | |||
Net cash used in financing activities | 1,899,780 | 2,082,254 | 1,899,780 | 2,082,254 | |||
Net increase / (decrease) in cash and cash equivalents | 566,113 | 768,997 | 313,078 | 888,981 | |||
Cash and cash equivalents at beginning of period | 1,578,584 | 809,587 | 1,567,692 | 678,711 | |||
Cash and cash equivalents at end of year |
11 | 2,144,697 | 1,578,584 | 1,880,770 | 1,567,692 | ||
Significant Non Cash Transactions
On 8 May 2013 the Company issued 571,429 new ordinary shares of no par value to consultants of the Company, in lieu of fees, at a price of 0.7p per share.
On 18 September 2013 the Company issued 391,305 new ordinary shares of no par value to consultants of the Company, in lieu of fees, at a price of 1.15p per share.
On 10 October 2013 the Company issued 1,250,000 new ordinary shares of no par value to consultants of the Company, in lieu of fees, at a price of 1p per share.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2013
ACCOUNTING POLICIES
1. General Information
The principal activity of Noricum Gold Limited ("the Company") and its subsidiaries (together "the Group") is the exploration and development of precious and base metals. The Company's shares are traded on AIM, a market operated by the London Stock Exchange. The Company is incorporated in the British Virgin Islands and domiciled in the United Kingdom.
The address of its registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, BVI.
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 periods presented, unless otherwise stated.
2.1 Basis of Preparation of Financial Statements
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) to companies reporting under IFRS, and IFRIC interpretations. The Consolidated Financial Statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed in Note 4.
2.2 Changes in accounting policy and disclosures
(a) New and amended standards mandatory for the first time for the financial year beginning 1 January 2013
The financial statements have been drawn up on the basis of accounting standards, interpretations and amendments effective at the beginning of the accounting period. The following new standards, interpretations and amendments to published standards effective in the year have been adopted by the Group:
Standard | Impact on initial application | Effective date |
IAS 12 (amendment) | Deferred tax: Recovery of underlying assets | 1 January 2012*1 |
IAS 1 (amendment) | Presentation of items of other comprehensive income | 1 July 2012 |
IFRS 13 | Fair value measurement | 1 January 2013 |
IAS 19 (amendment) | Employee benefits | 1 January 2013 |
IFRIC 20 | Stripping costs in the production phase of surface mine | 1 January 2013 |
IFRS 1 (amendment) | Government loans | 1 January 2013 |
IFRS 7 (amendment) (annual improvements 2009-2011) | Disclosures: Offsetting financial assets and financial liabilities | 1 January 2013 |
IRFS 1 (amendment) (annual improvements 2009-2011) | First time adoption of International Financial Reporting Standards | 1 January 2013 |
IAS 1 (amendment) (annual improvements 2009-2011) | Presentation of financial statements | 1 January 2013 |
IAS 16 (amendment) (annual improvements 2009-2011) | Property, plant and equipment | 1 January 2013 |
IAS 32 (amendment) (annual improvements 2009-2011) | Financial instruments - presentation | 1 January 2013 |
IAS 34 (amendment) (annual improvements 2009-2011) | Interim financial reporting | 1 January 2013 |
*1 Effective date 1 January 2013 for the EU
(b) New standards, amendments and Interpretations in issue but not yet effective or not yet endorsed and not early adopted
The following new standards, amendments to standards and interpretations have been issued but are not effective or not yet endorsed for the financial year beginning 1 January 2013 and have not been early adopted:
Standard | Impact on initial application | Effective date |
IFRS 10 | Consolidated financial statements | 1 January 2013*2 |
IFRS 11 | Joint arrangements | 1 January 2013*2 |
IFRS 12 | Disclosure of interest in other entities | 1 January 2013*2 |
IAS 27 (amendment 2011) | Separate financial statements | 1 January 2013*2 |
IAS 28 (amendment 2011) | Investments in associates and joint ventures | 1 January 2013*2 |
IAS 32 (amendment 2011) | Offsetting financial assets and financial liabilities | 1 January 2014 |
IFRS 9 | Financial instruments | No mandatory effective date*3 |
IFRS 9 (amendment November 2013) | Financial instruments | No mandatory effective date |
IFRS 7 (amendment November 2013) | Financial instruments | No mandatory effective date |
IAS 39 (amendment November 2013) | Financial instruments | No mandatory effective date |
IFRS 10 (amendment) | Consolidated financial statements - Investment entities | 1 January 2014 |
IFRS 12 (amendment) | Disclosure of interests in other entities - Investment entities | 1 January 2014 |
IAS 27 (amendment) | Separate financial statements - Investment entities | 1 January 2014 |
IAS 36 (amendment) | Impairment of assets - Recoverable amount disclosures for non-financial assets | 1 January 2014 |
IAS 39 (amendment) | Financial instruments: recognition and measurement - Novation of derivatives and continuation of hedge accounting | 1 January 2014 |
IFRIC 21 | Levies | 1 January 2014 |
IFRS 2 (amendment) (annual improvements 2010-2012) | Share-based payment - Definition of 'vesting condition' | 1 July 2014 |
IFRS 3 (amendment) (annual improvements 2010-2012) | Business combinations - Accounting for contingent consideration in a business combination | 1 July 2014 |
IFRS 8 (amendment) (annual improvements 2010-2012) | Operating segments - Aggregation of operating segments and Reconciliation of the total of the reportable segments' assets to the entity's assets | 1 July 2014 |
IFRS 13 (amendment) (annual improvements 2010-2012) | Fair value measurement - Short-term receivables and payables | 1 July 2014 |
IAS 16 (amendment) (annual improvements 2010-2012) | Property, plant and equipment - Revaluation method - proportionate restatement of accumulated depreciation | 1 July 2014 |
IAS 24 (amendment) (annual improvements 2010-2012) | Related party disclosures - Key management personnel | 1 July 2014 |
IAS 38 (amendment) (annual improvements 2010-2012) | Intangible assets - Revaluation method - proportionate restatement of accumulated amortisation | 1 July 2014 |
IFRS 1 (amendment) (annual improvements 2011-2013) | First time adoption of International Financial Reporting Standards - Meaning of effective IFRSs | 1 July 2014 |
IFRS 3 (amendment) (annual improvements 2011-2013) | Business Combinations - Scope of exception for joint ventures | 1 July 2014 |
IFRS 13 (amendment) (annual improvements 2011-2013) | Fair value measurement - Scope of paragraph 52 (portfolio exception) | 1 July 2014 |
IAS 40 (amendment) (annual improvements 2011-2013) | Investment property - Clarifying the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or owner-occupied property | 1 July 2014 |
*2 Effective date 1 January 2014 for the EU
*3 Not yet endorsed by the EU
The Group is evaluating the impact of the above pronouncements. No other pronouncement is expected to have a material impact on the Group's results or shareholders' funds.
2.3 Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of Noricum Gold Limited and the management accounts of all of its subsidiary undertakings made up to 31 December 2013.
Subsidiaries are entities over which the Group has control. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. 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.
Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
The acquisition by Noricum Gold Limited of Kibe Investments No. 2 Limited was accounted for under reverse acquisition accounting.
The following accounting treatments were applied in respect of the reverse acquisition:
· The assets and liabilities of the legal subsidiary, Kibe Investments No. 2 Limited, were recognised and measured in the consolidated financial statements at their pre-combination carrying amounts, without restatement to fair value;
· The equity structure appearing in the consolidated financial statements reflects the equity structure of the legal parent, Noricum Gold Limited, including the equity instruments issued to effect the business combination;
· Where necessary, adjustments were 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 Group enterprises were eliminated on consolidation.
2.4 Going Concern
The Group's business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman's Report on page 3. In addition, Note 3 to the Financial Statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.
The Financial Statements have been prepared on a going concern basis. Although the Group's assets are not generating revenues and an operating loss has been reported, the Directors believe that the Group has sufficient funds to undertake its operating activities over the next 12 months from the date of approval of these Financial Statements. The Group has financial resources which, the Directors believe, will be sufficient to fund the Group's committed expenditure both operationally and on various exploration projects for this time period. However, in order to complete other exploration work over the life of existing projects and as additional projects are identified additional funding will be required. The amount of funding is unforeseen at the point of approval of these Financial Statements and the Group will be required to raise additional funds either via an issue of equity or through the issuance of debt. The Directors are confident that funds will be forthcoming if and when they are required. Should additional funding not be forthcoming the Directors have agreed, if circumstances require, to defer payment of their fees until such time as adequate funding is received.
The Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Group and Company financial statements.
2.5 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions. No revenue is currently being generated.
Segment results, include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
2.6 Foreign Currencies
(a) Functional and presentation currency
Items included in the Financial Statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the parent entity is Sterling and the functional currency of the BVI subsidiary is US Dollars and the functional currency of the Austrian subsidiary is Euros. The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the Company's functional and 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 or valuation where such items are re-measured. 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 other comprehensive income.
(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:
· assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
· income and expenses 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
· all resulting exchange differences are recognised in other comprehensive income where material.
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, such exchange differences are recognised in the income statement as part of the gain or loss on sale.
2.7 Intangible assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation 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 and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost.
Exploration and evaluation assets are assessed for impairment annually or when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas.
Whenever 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 Company has decided to discontinue such activities of that unit, the associated expenditures are written off to the income statement.
2.8 Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:
Computer equipment - 20 - 50% straight line
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other net (losses) / gains' in the income statement.
2.9 Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).
Non-financial assets that suffered impairment (except goodwill) are reviewed for possible reversal of the impairment at each reporting date.
2.10 Financial Assets
Classification
The Group has classified all of its financial assets as loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
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. The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet.
Recognition and measurement
Loans and receivables are initially recognised at fair value plus transaction costs and are subsequently carried at amortised cost using the effective interest method.
Impairment
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.
The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:
· significant financial difficulty of the issuer or obligor;
· a breach of contract, such as a default or delinquency in interest or principal repayments.
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 the income statement.
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 the income statement.
2.11 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.12 Taxation
Current tax is the tax currently payable based on the taxable profit for the year. Tax is recognised in other comprehensive income, except to the extent that it relates to items recognised in equity. In this case, the tax is also recognised in equity.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates that have been substantively enacted by the end of the reporting period and are expected to apply to the period when the asset is realised or the liability is settled.
Deferred tax assets and liabilities are not discounted.
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, net of tax, from the proceeds.
2.14 Share Based Payments
The Group operates a number of equity-settled, share-based schemes, under which the entity receives services from employees or third party suppliers as consideration for equity instruments (shares, options and warrants) of the Group. The Group may also issue warrants to share subscribers as part of a share placing. The fair value of the equity-settled share based payments is recognised as an expense in the income statement or charged to equity depending on the nature of the service provided or instrument issued. The total amount to be expensed or charged in the case of options is determined by reference to the fair value of the options granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and
· including the impact of any non-vesting conditions (for example, the requirement for employees to save).
In the case of shares and warrants the amount charged to the share premium account is determined by reference to the fair value of the services received if available. If the fair value of the services received is not determinable the shares are valued by reference to the market price and the warrants are valued by reference to the fair value of the warrants granted as described previously.
Non-market vesting conditions are included in assumptions about the number of options or warrants that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.
When the warrants or options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the warrants or options are exercised.
2.15 Trade Payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. 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 recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.
The Group and Company have no other financial liabilities.
2.16 Operating leases
Leases of assets under which a significant amount of the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Operating lease payments are charged to the income statement on a straight-line basis over the period of the respective leases.
2.17 Finance Income
Interest income is recognised on a time proportion basis, taking into account the principal amounts outstanding and the interest rates applicable.
2.18 Investments
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
2.19 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.
3. Financial Risk Management
3.1 Financial Risk Factors
The Group's activities expose it to a variety of financial risks: market risk (including currency risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
Market Risk
(a) Foreign currency risks
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro against the UK pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group negotiates all material contracts for activities in relation to its subsidiary in Euros. The Group has not sensitised the figures for fluctuations in foreign exchange rates as the Directors are of the opinion that these fluctuations would not have a significant impact on the financial statements of the Group at the present time. The Directors will continue to assess the effect of movements in exchange rates on the Group's financial operations and initiate suitable risk management measures where necessary.
(b) Price risk
The Group is not exposed to commodity price risk as a result of its operations, which are still in the exploration phase. The Directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.
The Group has no exposure to equity securities price risk, as it has no listed equity investments.
(c) Interest rate risk
As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group's interest rate risk arises from its cash held on short-term deposit, which is not significant.
Credit Risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables.
The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.
Liquidity Risk
In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.
3.2 Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to provide returns for shareholders and to enable the Group to continue its exploration and evaluation activities. The Group has no debt at 31 December 2013 and defines capital based on the total equity of the Company being £25,698,104. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.
4. Critical Accounting Estimates and Judgements
The preparation of the Group Financial Statements in conformity with IFRSs 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 date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.
Estimates and judgements 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.
Significant items subject to such estimates and assumptions include, but are not limited to:
Impairment of exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31 December 2013 of £2,744,493 (Restated 2012: £2,386,576), refer to note 8 for more information. Such assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only depreciated once extraction of the resource commences. Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in note 2.7. Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned during the year warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration the expected costs of extraction, long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside a decision will be made to discontinue exploration. The Directors have reviewed the estimated value of each project prepared by management and have concluded that no impairment charge is necessary.
Share based payment transactions
The Group has made awards of options and warrants over its unissued share capital to certain Directors and employees as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and to suppliers for various services received.
The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in note 15.
5. Segmental Information
The Group operates in two geographical areas, the UK and Austria. The Company operates in one geographical area, the UK. Activities in the UK are mainly administrative in nature whilst activities in Austria relate to exploration and evaluation work. The reports used by the chief operating decision maker are based on these geographical segments.
The Group generated revenue of £11,300 during the year ended 31 December 2013 (31 December 2012: £nil). The Company generated revenue of £236,975 during the year ended 31 December 2013 (31 December 2012: £217,624).
2013 | Austria £ | UK £ | Total £ |
Revenue | - | 11,300 | 11,300 |
Administrative expenses | (65,422) | (440,763) | (506,185) |
Other net (losses)/gains | - | - | - |
Loss from operations per reportable segment | (65,422) | (429,463) | (494,885) |
Depreciation | - | 2,789 | 2,789 |
Additions to non-current assets | 896,657 | 2,065 | 898,722 |
Reportable segment assets | 3,585,411 | 1,931,385 | 5,516,796 |
Reportable segment liabilities | (74,100) | (50,982) | (125,082) |
Segment assets and liabilities are allocated based on geographical location.
Restated 2012 | Austria £ | UK £ | Total £ |
Administrative expenses | (63,648) | (519,117) | (582,765) |
Other net (losses)/gains | - | 681 | 681 |
Loss from operations per reportable segment | (63,648) | (518,436) | (582,084) |
Depreciation | - | 4,136 | 4,136 |
Additions to non-current assets | 534,950 | 1,481 | 536,431 |
Reportable segment assets | 2,402,530 | 1,628,587 | 4,031,117 |
Reportable segment liabilities | (21,608) | (68,984) | (90,592) |
A reconciliation of adjusted loss from operations per reportable segment to profit/(loss) before tax is provided as follows:
2013 £ | Restated 2012 £ | |
Loss from operation per reportable segment | (494,885) | (582,765) |
- Finance Income | 1,246 | 518 |
Loss for the year before taxation | (493,639) | (582,084) |
6. Expenses by Nature
Group | Company | ||||
2013 £ | Restated 2012 £ | 2013 £ | 2012 £ | ||
Directors' fees | 81,499 | 51,780 | 246,500 | 208,780 | |
Fees payable to the Company's auditors for the audit of the Parent Company and consolidated accounts | 15,000 | 15,000 | 15,000 | 15,000 | |
Fees payable to the Company's auditors for tax and other services | 1,000 | 1,000 | 1,000 | 1,000 | |
Professional fees | 63,100 | 101,847 | 46,671 | 85,964 | |
Insurance | 30,724 | 13,988 | 30,180 | 13,482 | |
Office related expenses including printing, postage and telephone | 70,375 | 81,336 | 63,275 | 68,472 | |
Depreciation | 2,789 | 4,137 | 2,789 | 4,137 | |
Travel and subsistence expenses | 19,094 | 24,659 | 69,119 | 78,222 | |
AIM related costs including Public Relations | 178,284 | 238,337 | 147,081 | 216,501 | |
Other expenses | 44,320 | 50,681 | 35,824 | 35,174 | |
Total administrative expenses | 506,185 | 582,765 | 657,439 | 726,732 |
7. Property, Plant and Equipment
Group | Company | ||
Computer equipment £ | Computer equipment £ | ||
Cost | |||
As at 1 January 2012 | 11,852 | 11,852 | |
Additions | 1,481 | 1,481 | |
As at 31 December 2012 | 13,333 | 13,333 | |
Additions | 2,065 | 2,065 | |
As at 31 December 2013 | 15,398 | 15,398 | |
Depreciation | |||
As at 1 January 2012 | 3,616 | 3,616 | |
Charge for the year | 4,137 | 4,137 | |
As at 31 December 2012 | 7,753 | 7,753 | |
Charge for the year | 2,790 | 2,790 | |
As at 31 December 2013 | 10,543 | 10,543 | |
Net book value as at 31 December 2012 | 5,580 | 5,580 | |
Net book value as at 31 December 2013 | 4,855 | 4,855 |
8. Intangible Assets
Group | ||
Exploration & Evaluation Assets at Cost and Net Book Value | 2013 £ | Restated 2012 £ |
Balance as at 1 January as previously stated | - | 1,529,562 |
Restatement of prior period - Note 24 | - | 113,440 |
Balance as at 1 January as restated | 2,386,576 | 1,643,002 |
Restatement of current period - Note 24 | - | 208,624 |
Additions | 896,657 | 534,950 |
As at 31 December | 3,283,233 | 2,386,576 |
Exploration and evaluation assets are acquired.
Exploration projects in Austria are at an early stage of development and no JORC (Joint Ore Reserves Committee) or non-JORC compliant resource estimates are available to enable value in use calculations to be prepared. The Directors therefore undertook an assessment of the following areas and circumstances which could indicate the existence of impairment:
• The Group's right to explore in an area has expired, or will expire in the near future without renewal.
• No further exploration or evaluation is planned or budgeted for.
• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves.
• Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.
Following their assessment the Directors concluded that no impairment of exploration and evaluation assets was necessary during the year ended 31 December 2013.
9. Investments in Subsidiary Undertakings
Company | ||
2013 £ | 2012 £ | |
Shares in Group Undertakings | ||
At 1 January | 20,850,000 | 20,850,000 |
Additions | - | - |
Disposals | - | - |
At 31 December | 20,850,000 | 20,850,000 |
Loans to Group undertakings | 2,967,740 | 1,776,966 |
Total | 23,817,740 | 22,626,966 |
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
Details of Subsidiary Undertakings
Name of subsidiary | Place of establishment | Parent company | Registered capital | Share capital held | Principal activities |
Kibe Investments No.2 Limited | British Virgin Islands | Noricum Gold Limited | Ordinary shares US$12 | 100% | Dormant |
Noricum Gold AT GmbH | Austria | Kibe Investments No.2 Limited | Ordinary shares €35,000 | 100% | Exploration |
10. Trade and Other Receivables
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
VAT receivable | 50,544 | 28,624 | 12,295 | 23,594 | |
Prepayments | 26,267 | 26,794 | 26,226 | 26,754 | |
Other receivables | 7,200 | 4,959 | 7,200 | 4,959 | |
84,011 | 60,377 | 45,721 | 55,307 |
Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above and this is the only form of financial instrument within the Group.
The carrying amounts of the Group and Company's trade and other receivables are denominated in the following currencies:
Group | Company | |||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | |||
UK Pounds | 45,721 | 55,307 | 45,721 | 55,307 | ||
Euros | 38,290 | 5,070 | - | - | ||
84,011 | 60,377 | 45,721 | 55,307 | |||
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.
11. Cash and Cash Equivalents
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
Cash at bank and in hand | 2,144,697 | 1,578,584 | 1,880,770 | 1,567,692 |
All of the Group's cash at bank is held with institutions with an AA credit rating.
12. Trade and Other Payables
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
Trade payables | 100,390 | 34,465 | 26,290 | 16,503 | |
Accrued expenses | 24,692 | 53,558 | 24,692 | 52,331 | |
Other payables | - | 2,569 | - | 150 | |
125,082 | 90,592 | 50,982 | 68,984 |
13. Share Capital
On 15 December 2010 the shareholders approved the removal of the Company's authorised share capital and so there is no limit on the number of shares the Company is authorised to issue. On that date the shareholders also approved the removal of the nominal value of the shares, as permitted under local company legislation.
Issued share capital
Group | Number of shares | Ordinary shares £ | Share premium £ | Total £ |
At 1 January 2012 | 528,734,156 | - | 21,606,269 | 21,606,269 |
Issue of new shares - 28 June 2012 (1) | 225,492,487 | - | 2,068,502 | 2,068,502 |
At 31 December 2012 | 754,226,643 | - | 23,674,771 | 23,674,771 |
Issue of new shares - 8 May 2013 | 571,429 | - | 4,000 | 4,000 |
Issue of new shares - 18 September 2013 | 391,305 | - | 4,500 | 4,500 |
Issue of new shares - 10 October 2013 (2) | 201,250,000 | - | 1,918,280 | 1,918,280 |
At 31 December 2013 | 956,439,377 | - | 25,601,551 | 25,601,551 |
Company | Number of shares | Ordinary shares £ | Share premium £ | Total £ |
At 1 January 2012 | 528,734,156 | - | 23,226,512 | 23,226,512 |
Issue of new shares - 28 June 2012 (1) | 225,492,487 | - | 2,068,502 | 2,068,502 |
At 31 December 2012 | 754,226,643 | - | 25,295,014 | 25,295,014 |
Issue of new shares - 8 May 2013 | 571,429 | - | 4,000 | 4,000 |
Issue of new shares - 18 September 2013 | 391,305 | - | 4,500 | 4,500 |
Issue of new shares - 10 October 2013 (2) | 201,250,000 | - | 1,918,280 | 1,918,280 |
At 31 December 2013 | 956,439,377 | - | 27,221,794 | 27,221,794 |
(1) Includes issue costs of £186,423
(2) Includes issue costs of £94,220
14. Other Reserves
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
Share Option Reserve | 23,409 | 79,646 | 23,409 | 79,646 | |
Foreign Currency Translation Reserve | (109,931) | (127,808) | - | - | |
(86,522) | (48,162) | 23,409 | 79,646 |
15. Share Based Payments
Warrants outstanding at the end of the year have the following expiry dates and exercise prices:
Shares | |||||
Grant date | Expiry date | Exercise price in £ per share | 2013 | 2012 | |
17 December 2010 | 13 June 2012 | 0.03 | - | - | |
17 December 2010 | 16 December 2012 | 0.03 | - | - | |
17 December 2010 | 16 December 2012 | 0.04 | - | - | |
17 December 2010 | 16 December 2013 | 0.04 | - | 5,381,745 | |
28 June 2012 | 3 July 2014 | 0.01 | 13,255,000 | 13,255,000 | |
13,255,000 | 18,636,745 |
The warrants are exercisable starting immediately from the date of grant and lapse on the second or third anniversary of the date of grant. The weighted average life of the warrants as at 31 December 2013 is 6 months (31 December 2012: 16 months). The Company or Group has no legal or constructive obligation to settle or repurchase the options in cash.
The fair value of the warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:
2012 Warrants | 2010 Warrants | |
Granted on: | 4/7/12 | 17/12/10 |
Life (years) | 2 years | 3 years |
Risk free rate | 2.25% | 2.31% |
Expected volatility | 16% | 13% |
Expected dividend yield | - | - |
Marketability discount | 20% | 20% |
Total fair value (£000) | 23 | 56 |
The risk free rate of return is based on zero yield government bonds for a term consistent with the option life.
The movement of options and warrants granted over the year to 31 December 2013 is shown below:
2013 | 2012 | ||||
Number | Weighted average exercise price (£) | Number | Weighted average exercise price (£) | ||
As at 1 January | 18,636,745 | 0.019 | 40,920,345 | 0.035 | |
Cancelled | - | - | - | - | |
Granted | - | - | 13,255,000 | 0.010 | |
Expired | (5,381,745) | 0.040 | (35,538,600) | 0.034 | |
Outstanding as at 31 December | 13,255,000 | 0.010 | 18,636,745 | 0.019 | |
Exercisable at 31 December | 13,255,000 | 0.010 | 18,636,745 | 0.019 |
2013 | 2012 | |||||||
Range of exercise prices (£) | Weighted average exercise price (£) | Number of shares | Weighted average remaining life expected (years) | Weighted average remaining life contracted (years) | Weighted average exercise price (£) | Number of shares | Weighted average remaining life expected (years) | Weighted average remaining life contracted (years) |
0.01 - 0.03 | 0.01 | 13,255,000 | 0.50 | 0.50 | 0.01 | 13,255,000 | 1.50 | 1.50 |
0.04 | - | - | - | - | 0.04 | 5,381,745 | 0.96 | 0.96 |
No options or warrants were exercised during the period. The total fair value charged to the statement of comprehensive income for the year ended 31 December 2013 was £nil (2012: £ nil).
16. Other (losses)/gains - Net
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
Net foreign exchange gains / (losses) | - | 681 | 4,392 | (57,538) |
17. Employees
The Group had no full time employees during the year. The Directors and Company Secretary provided professional services as required on a part-time basis. Details of Directors' remuneration are disclosed in Note 18.
18. Directors' Remuneration
Directors' Fees | Options Issued | Total |
| ||||||
| 2013 £ | 2012 £ | 2013 £ | 2012 £ | 2013 £ | 2012 £ | |||
Executive Directors | |||||||||
Gregory Kuenzel | 100,000 | 83,333 | - | - | 100,000 | 83,333 | |||
Jeremy Whybrow | 100,000 | 87,000 | - | - | 100,000 | 87,000 | |||
Non-executive Directors | |||||||||
Michael Hutchinson | 2,500 | - | - | - | 2,500 | 24,000 | |||
Marcus Edwards-Jones | 24,000 | 24,000 | - | - | 24,000 | 24,000 | |||
Roderick McIllree | 20,000 | 14,447 | - | - | 20,000 | 14,447 | |||
246,500 | 208,780 | - | - | 246,500 | 208,780 | ||||
No pension benefits are provided for any Director.
19. Finance Income
Group | Company | ||||
2013 £ | 2012 £ | 2013 £ | 2012 £ | ||
Finance income | 1,246 | 518 | 835 | 490 |
20. Taxation
The tax on the Group's loss before taxation differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows:
Group | Company | ||||
2013 £ | Restated 2012 £ | 2013 £ | 2012 £ | ||
Loss before tax | (493,639) | (581,566) | (415,237) | (566,156) | |
Tax at the applicable rate of 23.24% (2012: 16.5%) | (114,719) | (95,958) | (96,086) | (93,416) | |
Expenditure not deductible for tax purposes | 1,980 | 1,273 | 1,938 | 1,273 | |
Net tax effect of losses carried forward | 112,739 | 94,685 | 94,148 | 92,143 | |
Tax charge | - | - | - | - |
No charge to taxation arises due to the losses incurred.
The weighted average applicable tax rate off 23.24% (2012: 16.5%) used is a combination of the 23% standard rate of corporation tax in the UK, 25% Austrian corporation tax and 0% BVI corporation tax.
The Group has tax losses of approximately £1,742,875 (2012: £1,580,258) available to carry forward against future taxable profits. The Company has tax losses of approximately £1,381,016 (2012: £1,286,868) available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilised.
21. Earnings per Share
Group
The calculation of the total basic earnings per share of 0.06 pence (Restated 2012: 0.09 pence) is based on the loss attributable to equity owners of the parent company of £493,639 (Restated 2012: £581,566) and on the weighted average number of ordinary shares of 804,344,171 (2012: 643,944,798) in issue during the period.
Company
The calculation of the total basic earnings per share of 0.05 pence (2012: 0.09 pence) is based on the loss attributable to equity owners of the Company of £415,237 (2012: £566,156) and on the weighted average number of ordinary shares of 804,344,171 (2012: 643,944,798) in issue during the period.
In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options or warrants would be to decrease the loss per share. Details of share options that could potentially dilute earnings per share in future periods are set out in Note 15.
22. Commitments
(a) Royalty agreements
As part of the contractual arrangement with Kibe No.1 Investments Limited the Group has agreed to pay a royalty on revenue from gold sales arising from gold mines developed by Noricum Gold AT GmbH and covered by licenses acquired by Kibe No.1 Investments Limited. Under the terms of the Royalty Agreement between Kibe No.1 Investments Limited and Noricum Gold AT GmbH, the Group shall pay royalties, based on total ounces of gold sold, equal to US$1 for every US$250 of the sale price per ounce.
As part of a contractual arrangement with Ord Resources GmbH, the Group has agreed to pay a royalty on revenue from gold sales arising from gold mines developed by Noricum Gold AT GmbH and covered by the licenses acquired from Ord Resources GmbH. Under the terms of the Royalty Agreement with Ord Resources GmbH, the Group shall pay royalties based on the total ounces of gold sold, at a rate equal to US$2 for each ounce sold.
(b) Operating lease commitments
The Group leases office premises under a non-cancellable operating lease agreement. The lease is on an initial fixed term of two years automatically renewable at the end of the lease period for a further two year fixed term, unless thirty days notice is given prior to the expiry of the initial term. The lease expenditure charged to the income statement during the year is disclosed in note 6.
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Group | 2013 £ | 2012 £ | ||
Not later than one year | 36,000 | 3,000 | ||
Later than one year but not later than five years | 3,000 | - | ||
Total lease commitment | 39,000 | 3,000 |
23. Related Party Transactions
Loan from Noricum Gold Limited to Noricum Gold AT GmbH
As at 31 December 2013 there were amounts receivable of £2,966,263 (2012: £1,775,960) from Noricum Gold AT GmbH and £1,477 (2012: £1,006) from Kibe No.2 Investments Limited. No interest was charged on the loans.
All intra Group transactions are eliminated on consolidation.
Services provided to FinnAust Mining Plc
The Group derived revenue of £11,300 during the year (2012: £nil) from FinnAust Mining Plc, a company of which Gregory Kuenzel is a Director, for management and operational consulting services.
Other Transactions
Freeside Limited, a company of which Gregory Kuenzel is a Director and beneficial owner, was paid a fee of £nil (2012: £24,500) for company secretarial, accounting services and the provision of administrative and receptionist services to Noricum Gold Limited. No balance was outstanding at the year-end.
Jeremy Whybrow was paid a fee of £nil (2012: £6,000) for technical consulting services provided to Noricum Gold Limited. No balance was outstanding at the year-end.
Lloyd Edwards-Jones F.Z.E, a company of which Marcus Edwards-Jones is a Director and beneficial owner, was paid a fee of £4,770 (2012: £10,900) for the introduction of institutional investors in connection with the issue of shares in the company. No balance was outstanding at the year-end.
24. Retrospective restatement
In 2013 the Group changed the way exploration expenditure is classified on consolidation. Previously the portion of salaries and travel from the parent remained on the income statement (after elimination of intercompany transactions), but is now capitalised within intangibles. The financial statements of 2011 and 2012 have been restated to reflect this reclassification. The effect of the restatement on those financial statements is summarised below. There is no effect on the Company and no effect on the Group in 2013.
Group | Effect on 2012 £ | Effect on 2011 £ | Effect Total £ |
Decrease in administrative expenses | (208,624) | (113,443) | (322,067) |
(Decrease) in loss | (208,624) | (113,443) | (322,067) |
Increase in intangibles | 208,624 | 113,443 | 322,067 |
Increase in equity | 208,624 | 113,443 | 322,067 |
Earnings per share in 2012 has been restated from 0.12 pence based on the reported loss in 2012 of £790,187 to 0.09 pence based on the restated loss of £581,566.
25. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
26. Events after the Reporting Date
There have been no events since the balance sheet date of a material nature.
Competent Person Statement
The information in this announcement that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Jeremy Whybrow, who is a Member of The Australasian Institute of Mining and Metallurgy.
Jeremy Whybrow is a director of the Company.
Jeremy Whybrow has sufficient experience, relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking, to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Jeremy Whybrow has reviewed this announcement and consents to the inclusion in the announcement of the matters based on his information in the form and context in which it appears.
For further information please visit www.noricumgold.com or contact:
Greg Kuenzel | Noricum Gold Limited | Company | Tel: 020 3326 1726 |
Ewan Leggat | S. P. Angel Corporate Finance LLP | Nomad & Broker | Tel: 020 3463 2260 |
Laura Littley | S. P. Angel Corporate Finance LLP | Nomad & Broker | Tel: 020 3463 2260 |
Elisabeth Cowell | St Brides Media & Finance Ltd | PR | Tel: 020 7236 1177 |
Frank Buhagiar | St Brides Media & Finance Ltd | PR | Tel: 020 7236 1177 |
Related Shares:
Empire Metals