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Final Results

27th Jun 2011 07:00

RNS Number : 1170J
Frontier Mining Ltd
27 June 2011
 



 

27 June 2011

 

Frontier Mining Ltd

("Frontier" or "the Company")

 

Final Results for the year ended 31 December 2010

 

Frontier Mining Ltd (AIM: FML), the AIM listed gold and copper exploration and development company focused on Kazakhstan, today announces its final results for the year ended 31 December 2010.

 

Financial Highlights

- Revenue $5.7 million (2009: $2.9 million)

- $22.8 million financing obtained, comprising $5.8m equity placement and $17m debt facility

- $19.1 million directly invested into Benkala and Koskuduk projects

- Repayment of $11.8 million of previously existing debt by warrant conversion and cash.

 

 Operational Highlights

- Acquired the assets of the Company's Joint Venture partner, Coville Intercorp Ltd., contributing remaining 50% of Benkala Project, 100% of Maminskoye Gold Project and an experienced mining technical team

- Completion of a JORC compliant resource statement for Benkala

- Commenced construction of the Benkala Solvent Extraction Electro Winning (SX-EW) Copper Project

- Exploration of Baitemir copper prospect

- Completed re-domicile of the Group from the US to Cayman Islands

- Established operations at Koskuduk and mothballed operations at Naimanjal gold mine

 

Post-Period Highlights

- Obtained complete Kazakhstan Governmental sign off on the acquisition of Coville assets

- Purchased option over the South Benkala deposit

- Obtained an additional $14 million of financing, with $5 million more conditional

- Commenced Bankable Feasibility Study for Benkala

- Confirmed the Maminskoye resource to Russian standards

- Strengthened the Board of Directors

- Extended and increased the main financial facility from New Technology LLP (formerly Zere Group JSC) for a further 12 months to December 2012

 

Erlan Sagadiev, CEO of Frontier, commented:"2010 and the period post year-end have been transformational for Frontier and have seen the Company make excellent progress. In particular, the re-domicile process and the key acquisition of the Coville assets have been significant achievements.

 

"Significant progress at Benkala continues on a monthly basis as we achieve key milestones towards our first copper production. The Company is confident that, with the upcoming release of the Company's Bankable Feasibility Study, the full funding required for Benkala to meet its stated 2011 production targets will be secured.

 

"The management team is committed to being successful in these efforts, with the goal of solidly establishing Frontier as a premier mid-tier copper producer with a solid project pipeline offering an attractive platform for regional growth."

 

For further details please contact:

 

Frontier Mining Ltd

 

George Cole

 

+44 (0) 20 7898 9019

 

Libertas Capital

(Nominated adviser)

 

 

Westhouse Securities Ltd

(Joint Broker)

 

XCAP Securities plc

(Joint Broker)

 

Sandy Jamieson

 

 

 

Dermot McKechnie

Matthew Johnson

 

John Bellis

John Grant

David Newton

 

+44 (0) 20 7569 9650

 

 

 

+44 (0) 20 7601 6100

 

 

+44 (0) 20 7101 7070

 

Walbrook PR

Louise Mason (Media Enquiries)

+44 (0) 20 7933 8792

Walbrook PR

Walbrook IR

Bob Huxford (Media Enquiries)

Paul Cornelius (Investor Enquiries)

+44 (0) 20 7933 8783

+44 (0) 20 7933 8794

 

 

 

FRONTIER MINING LTD

 

 

CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT

 

Summary

As Chairman and Chief Executive Officer, I am pleased to report on the significant progress made by the Company during 2010 towards the establishment of Frontier as a significant mid-tier company within the Kazakh and Central Asian mining space. Since I joined the Frontier team as Chairman and Chief Executive in March 2009, our early efforts were to solidify the Company's finances and financial position; to evaluate the asset portfolio and to chart the future course for Frontier. Our efforts in 2010 have seen the implementation of our strategic plan to establish Frontier as a significant regional copper producer with an attractive project development portfolio.

 

Following completion of the acquisition agreement with Coville Intercorp Limited ("Coville") in 2011, the two companies began operating as one unit, focused on development of mining operations at Benkala. The acquisition received final Kazakh government approval in April 2011. Subsequent to year end, the Company has entered into an option agreement to acquire the South Benkala copper deposit, located approximately 10 km from the Company's processing facilities at Benkala which offers significant potential to be developed to support and extend the operating life or increase production of the Benkala SX-EW operation.

 

Operating and Financial Highlights

 

Sales revenue for the 2010 year was $5.7 million (2009: $2.9 million) which consisted of 4,180 ounces of gold at an average price of $1,288 an ounce, and 11,300 ounces of silver at an average price of $24 per ounce.

 

Operating loss for the year was $2.6 million (2009: $2.9 million), which together with finance costs of $2.3 million, re-domicile, acquisition and tax costs of $0.9 million, an additional fair value loss resulting from the 2009 share warrant issue of $9.0 million and an impairment charge against the Naimanjal mine of $16.5 million, resulted in a total loss of $31.3 million for 2010 after tax (2009: $30.6 million).

 

During 2009, Frontier suspended operations at the Naimanjal mine. This decision was made on the basis of ore recoveries and other general operating conditions with efforts being transferred to the development of the Koskuduk mine. Further investigation has determined that the mine cannot be operated as a financially viable going concern and the Company anticipates it will be returned to the State, with the Naimanjal License area continuing to be held by Frontier. As a result, an impairment loss of $16.5 million has been taken against that particular mine in 2010.

 

With the shares issued in December 2010 for the acquisitions of Maminskoye and the other 50% of the Benkala deposit, an initial fair valuation of $99 million dollars has been added to the Company's balance sheet in recognition of this purchase. This takes the Company's overall net asset value to a strong position of $125 million. The final valuation of these purchases will only be confirmed in the 2011 annual accounts and for the 2010 accounts the Benkala project continues to be reflected as 50% owned by Frontier.

 

During 2010, the Company raised $5.8 million in equity from a share placement and took on board $17.0 million of debt. Previous debt of $11.8 million was repaid, $1.8 million in cash and $9.9 million by way of conversion into shares via the exercise of warrants. $19.1 million was invested directly into the Benkala and Koskuduk projects.

 

As disclosed in the interim results, the exercise of the Warrants resulted in a further fair value accounting loss of $9.0 million but cleared the $26.4 million financial derivative liability that had been on the Company's balance sheet since December 31, 2009. As part of this transaction, shareholders equity increased from $5.3 million to $39.5 million.

 

Selling, general and administrative expenses of $3.1 million are up from the previous year (2009: $1.9 million) but this reflects the increased activity at both Benkala and Koskuduk. Corporate overheads increased by only 9% ($126,000) which reflects management's on-going drive to keep these under control and to focus all resources on the productive projects.

 

Project Review

 

Acquisition of Coville's Assets

 

In February 2010, Frontier agreed to acquire all of the assets of Coville for shares in Frontier. This transaction was strategically important because it consolidated ownership of the Benkala project under one management team and also brought Coville's Maminskoye gold deposit into Frontier's development pipeline. In addition, the Coville acquisition contributes a solid and experienced technical operating team to the Company. In particular, joining Frontier from Coville was Adil Tastanov, now the Company's Chief Operating Officer. Adil brings a significant track record of achievement and technical capability to Frontier as well as an experienced and cohesive construction and operating team.

 

Benkala

 

Frontier made substantial progress in 2010 towards the development of the Benkala copper oxide project, with approximately $20 million invested into the project during the year, primarily focused on construction and pre-production activities in preparation for commencing operations in 2011

In May 2010, Frontier commissioned Calder Maloney Pty Ltd., an Australian engineering and design firm, to create a detailed engineering and design of a 20,000 metric tonne per year SX-EW production facility for Benkala. By year end, approximately 90 per cent of all plant equipment had been identified, tendered and contracted.

 

Pre-stripping of the mine began in June and site works commenced in October. By the end of 2010 Frontier had removed 3.4 million tonnes of waste to access the ore body and the pit was at 28 meters below the original surface. Infrastructure work carried out during the year included construction of a personnel camp, office space, 10 kilometres of connecting roads to the main highway and railway, as well as internal roads and foundations for main plant and support facilities being laid. A second electrical line of 10 KvA to support construction operations was brought to the site in June and construction began on the main 110 KvA line. Two 500,000 tonne pads for ore placement and leaching were prepared awaiting lining. The ore body has now been reached and the first ore has been extracted and moved to the stockpile, such that production at the Benkala project is progressing in line with the stated schedule.

 

At June 1, 2011 construction for the total project was approximately 65% complete. First production is expected in late 2011.

 

The Company issued an initial Joint Ore Reserves Committee (JORC) statement for Benkala in early December, (which was further updated in February 2011) prepared by Wardell Armstrong International (WAI), which confirmed that the resource estimate was largely in line with previous Soviet estimates. Building on this technical basis, WAI was commissioned to prepare a Bankable Feasibility Study for the Benkala SX-EW project, which is underway, and completion is expected shortly. The results of this effort have enabled Frontier to declare a mining reserve for the oxide project which enable the Company to solicit financing proposals for the project if appropriate.

 

Benkala is set to be a key driver in bringing Frontier into significant revenue streams in the short to medium term.

 

Naimanjal License Area

 

The Naimanjal License comprises an area of approximately 170 square kilometres with a number of mining properties.

 

Naimanjal Mine

 

In late 2009, Frontier determined to put Naimanjal on a care-and-maintenance basis and to focus on developing gold production at Koskuduk. During 2010, the Company suspended operations at the Naimanjal mine. This decision was made on the basis of low ore recoveries and other general operating conditions. Further investigation has determined that the mine cannot be operated as a financially viable going concern and the Company anticipates it will be returned to the State with full impairment of the assets recognised in the 2010 accounts.

 

Koskuduk

 

Despite an unusually cold winter with record temperatures and snow levels, Frontier's team at Koskuduk did an excellent job to build a plant and complete the pit excavation over winter. Establishment of the pit, construction of the processing plant and project infrastructure, as well as project commissioning were all achieved within the first seven months of the year.

 

The Company began leaching at Koskuduk in June 2010 and production for the year was 4,180 ounces of gold and 11,300 ounces of silver. This was 50% of the Company's target budget due to significant delays encountered in permitting the power line to the site, which delayed the supply of electrical power to the site by several months and reduced available crushing capacity by 60% during the period. While disappointed with the production levels achieved in 2010, the Company is pleased with the successful commissioning of the Koskuduk project as an example of its technical capability within the Kazakh mining and business environment. Operations at Koskuduk, which were closed over the winter months, have now restarted for 2011 and, weather dependant, the Company expects to produce up to 6,000 ounces of gold this year.

 

Baitemir

 

The Naimanjal District also includes the Baitemir copper prospect located approximately 40 km south-east of Naimanjal. Copper-gold mineralisation is hosted both in intrusive and volcanic rocks.

 

The Company is very optimistic about the Baitemir copper resource. Further drilling and analytical work was completed in 2010 which suggests that Baitemir may exceed 800,000 tonnes of contained copper with an oxide portion of over 100,000 tonnes at economic grades in excess of 0.40% Cu. The Company is working with WAI to gain an initial understanding of the Baitimir resource and prospective project economics and to plan further exploration and metallurgical testing which will enable the Company to fast-track development at Baitimir as technical information is developed.

 

Frontier is now confident that Baitemir has the potential to be a substantial copper asset. The Company's proposed strategy at this stage is to continue exploration and technical work necessary to advance the project, with the goal of constructing a large flotation plant within the mid-term. Frontier will also examine the potential to use the other deposits within the Naimanjal licence area as satellite feeders to Baitemir.

 

Maminskoye

 

The Maminskoye gold project is located in south-western Russia's Ural mountain chain approximately 500km north of Benkala in an established gold and copper producing region. The Maminskoye licence hosts a number of significant gold bearing vein structures which have only been partially explored. The most advanced of these prospects is the Maminskoye gold deposit which hosts a resource of approximately 11.56 Mt, of ore grading approximately 2.4g/t and containing approximately 27.2 tonnes of gold. The Maminskoye resource was recently registered on to the State Balance of the Russian Federation. Frontier intends to engage independent consultants for further review of Maminskoye in 2011, with a goal of establishing a JORC compliant mineral resource. Frontier believes the license area is highly prospective for further discovery.

 

Maminskoye is located in a well established mining district, with significant regional infrastructure. The project is straightforward technically and economically attractive and offers a range of development options for Frontier: The Company could develop Maminskoye as a medium sized producer with significant potential for expansion, could work to expand the resource before committing to a development option, or could explore the possibility of a joint venture or sale to a third party.

 

Corporate

 

There have been significant changes to the Board in 2010 and in the recent months since year end. Both Tom Sinclair and Brian Savage have now left the Board, having been directors since the AIM listing. The Company would like to recognise their past efforts, especially in ensuring Frontier acquired excellent assets. Randy Eppler, Greg Vojack, Yerbulat Tastanov and Yerlan Aliyev have now joined the Board and, with their collective and varied experience, the Company believes it now has a very strong base of commercial and mining experience on which to draw.

 

Summary and Outlook

 

2010 and the period post year-end have been transformational for Frontier and have seen the Company make excellent progress. In particular, the re-domicile process and the key acquisition of the Coville assets have been significant achievements in the history of Frontier

 

It is at Benkala where Frontier believes it will transform itself from a development into a production company. Significant progress continues on a monthly basis as we achieve key milestones towards our first copper production. Management and the Board continue to explore all funding options to ensure that the Company meets its stated production goal and are confident that, with the upcoming release of the Company's Bankable Feasibility Study, full funding will be secured to complete Benkala.

 

Based on Frontier's continued efforts at Benkala the goals to advance the Company are clear:

·; Transition Frontier from a Development Company to an Operating Company

·; Improve market valuation with re-rating as an Operating Company

·; Generate cash flow to solidify financial position and fund development of the project pipeline

·; Evaluate South Benkala deposit and assess integration within Benkala SX-EW project

·; Continue Baitimir exploration and technical evaluation

The management team is committed to being successful in these efforts, with the goal of solidly establishing Frontier as a premier mid-tier copper producer with a solid project pipeline offering an attractive platform for regional growth.

 

Erlan Sagadiev

 

 

 

FRONTIER MINING LTD

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSSFOR THE YEAR ENDED DECEMBER 31, 2010

(expressed in US dollars)

 

Notes

2010

2009

 

Revenue

6

5,656,898

2,925,162

Cost of sales

7

(5,185,874)

(2,737,768)

Abnormal production costs

7

-

(1,153,694)

 

Gross profit/(loss)

471,024

(966,300)

Selling, general and administrative expenses

8

(3,072,969)

(1,964,508)

Interest income

 90,572

-

Finance costs

9

(2,288,560)

(2,389,658)

Loss from financial liability at fair value through profit or loss

19

 (8,990,161)

(24,971,775)

Foreign exchange loss, net

 (144,055)

(135,151)

Re-domicile and asset acquisition costs

18

(714,500)

-

Impairment loss

11

(16,525,902)

-

Other income, net

 34,748

93,855

 

Loss before income tax expense

(31,139, 803)

(30,333,537)

Income tax expense

23

(175,366)

(301,624)

 

Loss for the year

(31,315,169)

(30,635,161)

Other comprehensive loss, net of tax

-

-

Total comprehensive loss for the year attributableto the owners of the Company

(31,315,169)

(30,635,161)

Loss per share

Basic and diluted

26

(0.03)

(0.08)

 

 

FRONTIER MINING LTD

 

CONSOLIDATED BALANCE SHEETAT DECEMBER 31, 2010(expressed in US dollars)

Notes

 

2010

 

2009

ASSETS

Non-current assets

Exploration and evaluation assets

10

 4,087,212

26,576,690

Mine development assets

11

 27,254,391

15,696,369

Property, plant and equipment

12

7,849,833

5,210,983

Intangible assets

 22,129

17,260

Prepaid consideration

18

 98,877,819

-

Advances for long-term assets

3,549,755

47,582

Value added tax receivable

16

 306,881

15,059

Restricted cash deposit

15

 121,938

40,939

Deferred tax asset

23

319,896

506,373

 

Total non-current assets

142,389,854

48,111,255

Current assets

Inventories

13

 1,109,262

507,177

Trade receivables

 250,730

-

Value added tax receivable

16

 720,002

151,002

Advances and prepaid expenses

 574,337

936,624

Other receivables

14

 7,733,532

1,824,680

Cash and cash equivalents

15

 493,746

233,776

 

Total current assets

10,881,609

3,653,259

 

TOTAL ASSETS

153,271,463

51,764,514

EQUITY AND LIABILITIES

Equity

Issued capital

18

 18,577,473

5,097,958

Additional paid-in-capital

18

 190,977,686

53,936,563

Option premium on convertible notes

 25,926

25,926

Accumulated losses

(85,042,631)

(53,727,462)

 

Total equity

124,538,454

5,332,985

Non-current liabilities

Borrowings

19

 -

10,543,310

Site restoration provision

20

 495,676

292,301

Other financial liabilities

21

1,097,766

640,097

Due to the US Trade and Development Agency

22

 340,000

340,000

Deferred tax liability

23

-

11,111

 

Total non-current liabilities

1,933,442

11,826,819

Current liabilities

Trade accounts payable

24

 2,155,549

1,112,271

Financial liability at fair value through profit or loss

19

 -

26,416,401

Borrowings

19

 19,699,450

2,714,397

Other financial liabilities

21

3,313,146

28,063

Other current liabilities

25

 1,631,422

4,333,578

 

Total current liabilities

26,799,567

34,604,710

 

TOTAL EQUITY AND LIABILITIES

153,271,463

51,764,514

 

 

 

 

FRONTIER MINING LTD

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED DECEMBER 31, 2010

(expressed in US dollars)

 

Notes

Issued

capital

Additional paid-in capital

Accumulated

losses

Option premium on convertible notes

Equity settled employee benefit reserve

Total

Balance at January 1, 2009

 

2,181,201

 

51,824,776

 

(23,895,596)

 

425,185

 

232,925

 

30,768,491

Issue of shares

18

2,916,757

2,111,787

-

-

-

5,028,544

Settlement of convertible notes

-

-

570,370

(570,370)

-

-

Less related taxes

-

-

-

171,111

-

171,111

Expiry of share options

-

-

232,925

-

(232,925)

-

Loss for the year,

representing total

comprehensive loss for

the year

-

-

(30,635,161)

-

-

(30,635,161)

 

 

 

 

 

 

 

Balance at January 1, 2010

5,097,958

53,936,563

(53,727,462)

25,926

-

5,332,985

 

 

 

 

 

 

 

 

 

 

 

 

 

Issue of shares pursuant to the

exercise of share warrants

18

4,075,404

41,258,232

-

-

-

45,333,636

Treasury shares buyback

18

(12,792)

(111,484)

-

-

-

(124,276)

Issue of shares

18

9,416,903

95,620,621

-

-

-

105,037,524

Fair value adjustment on related

party financial liability

21

-

273,754

-

-

-

273,754

Loss for the year, representing

total comprehensive loss for

the year

-

-

(31,315,169)

-

-

(31,315,169)

 

Balance at December 31, 2010

18,577,473

190,977,686

(85,042,631)

25,926

-

124,538,454

 

FRONTIER MINING LTD

 

CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2010

(expressed in US dollars)

 

Notes

 

2010

 

2009

OPERATING ACTIVITIES:

Loss for the year

(31,315,169)

(30,635,161)

Adjustments for non cash flow items:

Income tax expense recognized in consolidated statement of comprehensive loss

23

175,366

301,624

Depreciation of property, plant and equipment and mine development assets

11, 12

1,330,195

1,326,668

Amortization of intangible assets

6,991

3,626

Loss/(gain) from disposal of property, plant and equipment

16,839

(30,243)

Provision for obsolete inventory

13

-

16,732

Reversal of provision for VAT receivable

8

(40,882)

-

Reversal of tax penalties provision

8

-

(380,000)

Impairment loss

16,525,902

-

Loss from financial liability at fair value through profit or loss

19

8,990,161

24,971,775

Finance costs

9

2,288,560

2,389,658

 

Operating cash flows before movement in working capital

(2,022,037)

(2,035,321)

Increase in value added tax receivable

(819,940)

(166,061)

Increase in inventories

(602,085)

(260,143)

Increase in trade accounts receivable

(250,730)

-

Decrease/(increase) in advances and prepaid expenses

362,287

(871,042)

Increase in other receivables

(5,358,852)

(1,836,213)

Increase/(decrease) in trade accounts payable

1,043,278

(132,235)

Increase/(decrease) in other current liabilities

858,882

(708,107)

Cash outflows from operating activities before tax and interest paid

 

(6,789,197)

(6,009,122)

Payment of interest

(835,199)

(89,000)

 

Net cash used in operating activities

(7,624,396)

(6,098,122)

INVESTING ACTIVITIES:

Increase in exploration and evaluation assets

(1,005,781)

(772,647)

Increase in mine development assets

(2,560,962)

(8,264)

Purchase of property, plant and equipment

12

(5,491,545)

(1,702,002)

Purchase of intangible assets

(11,860)

-

Proceeds from sale of property, plant and equipment

-

64,094

Increase in advances for long-term assets

(3,502,173)

(23,600)

Restricted cash deposit

(80,999)

(40,939)

Withdrawal of restricted cash deposit

-

13,053

 

Net cash used in investing activities

(12,653,320)

(2,470,305)

 

FINANCING ACTIVITIES:

Receipt of loans from New Technology LLP

19

15,000,000

13,334,673

Receipt of loans from HSBC

19

2,000,000

Repayment of loans to New Technology LLP

19

(543,990)

(985,000)

Repayment of convertible note

19

(1,403,753)

(3,700,000)

Proceeds from share placement

18

5,860,935

194,604

Treasury shares buyback

18

(124,276)

-

Cost of share placement

18

(251,230)

(56,842)

 

Net cash flows from financing activities

20,537,686

8,787,435

Net increase in cash and cash equivalents

259,970

219,008

CASH AND CASH EQUIVALENTS at the beginning of year

15

233,776

14,768

 

CASH AND CASH EQUIVALENTS at the end of year

15

493,746

233,776

 

FRONTIER MINING LTD

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2010

 

1. BACKGROUND

 

a) Organizational structure and operations

 

Frontier Mining Ltd ("Frontier" or "the Company") was incorporated under the laws of the state of Delaware on August 5, 1998 for the purpose of exploring, and if warranted, developing gold and copper deposits in the Republic of Kazakhstan.

 

On October 18, 2010 notice was given to shareholders of the Company's intention to re-domicile from Delaware to the Cayman Islands. A Special General Meeting of the Company was held on November 8, 2010 and the re-domicile was approved. On December 21, 2010 the Company completed the re-domicile to the Cayman Islands and all assets were transferred to a newly incorporated Cayman Islands entity. On December 22, 2010 the shares of the new Cayman Islands entity began trading and the shares of the former Delaware entity ceased trading.

 

In conjunction with the re-domicile process, the Company announced that it proposed to acquire the remaining 50% of the Benkala project and 100% of the Maminskoye gold deposit in southern Russia from Coville Intercorp Ltd ("Coville"). This acquisition was approved at the Special General Meeting of the Company that was held on November 8, 2010 but the acquisition was conditional upon the receipt of certain government approvals. These approvals were granted on April 11, 2011(see note 30).

 

At December 31, 2010, the Company's registered office was located at: 1st Floor, Landmark Square Building, 64 Earth Close, PO Box 715 KY1-1107, Cayman Islands

 

The principal activities of the Company and its wholly owned subsidiaries (the "Group") as of December 31, 2010 are as follows:

 

Operating entity

Principal activity

Country of incorporation

Frontier Mining Ltd

Management of the Group

Cayman Islands

Frontier Mining Antilles NV

 

Frontier Mining Co-operative

 

Frontier Mining Finance BV

 

FML Kazakhstan LLP ("FMLK")

Holding Company

 

Holding Company

 

Holding Company

 

Exploration and development of the Naimanjal license area

 

Netherlands Antilles (Curacao)

 

Netherlands

 

Netherlands

 

Republic of Kazakhstan

Baltemir LLP ("Baltemir")

Dormant

Republic of Kazakhstan

 

In addition, as at December 31, 2010 the Company owned a 50% interest in US Megatech BVI (incorporated in the British Virgin Islands) which is the sole shareholder of KazCopper LLP (incorporated in Kazakhstan). The remaining 50% of US Megatech BVI is owned by Coville and is the subject of a proposed acquisition by Frontier as described above. The principal activity of KazCopper LLP is exploration and development of the Benkala license.

 

Frontier is the parent entity of the Group (see Note 27).

 

At December 31, 2010 the Company had three representative offices, two of which were located in the Republic of Kazakhstan, and one in London, England. The number of employees of the Group at December 31, 2010 was 451 people (2009: 253 employees). The Group's activities currently relate to two licenses: the wholly owned Naimanjal contract license area and the 50% owned Benkala joint venture license.

Naimanjal license

 

The Naimanjal subsurface use contract dated August 16, 1999 provides combined exploration and extraction rights for a 30-year period for gold, silver and copper deposits. The Naimanjal license No. 1166DD currently covers an approximate area of 529 square kilometers in North Eastern Kazakhstan. It includes five deposits, the status of which as at December 31 is shown below:

 

Area of interest

Activity status atDecember 31,2010

 

Naimanjal

Operations suspended

Koskuduk

Production

Beschoku

Exploration and evaluation

Yubileiny

Exploration and evaluation

Baitemir

Exploration and evaluation

During 2010, management suspended operations at the Naimanjal mine and commenced development of the Koskuduk mine. This decision was made on the basis of ore recoveries and other general operating conditions. Whilst a final decision has yet to be formally made, management anticipates that the Naimanjal mine will be returned to the State and, as a result, an impairment loss has been recognized against that particular area of interest in 2010 (see note 11). Production of dore began at the Koskuduk mine during 2010.

 

Benkala License

 

The Benkala copper-molybdenum-gold deposit is located in North-western Kazakhstan within the Urals gold/copper ore belt. Benkala is currently in the development stage with initial production of copper planned for 2011. The Group's interest in the Benkala project was acquired in 2007. The Benkala contract dated November 15, 2007 is valid for 29 years with an extension right and includes a 4 year exploration period and a 25 year development period.

 

b) Operating environment

 

Emerging markets such as Kazakhstan are subject to different risks than more developed markets, including economic, political and social, and legal and legislative risks. As has happened in the past, actual or perceived financial problems or an increase in the perceived risks associated with investing in emerging economies could adversely affect the investment climate in Kazakhstan and Kazakhstan's economy in general.

 

Laws and regulations affecting businesses in Kazakhstan continue to change rapidly. Tax, currency and customs legislation within Kazakhstan are subject to varying interpretations, and other legal and fiscal impediments contribute to the challenges faced by entities currently operating in Kazakhstan. The future economic direction of Kazakhstan is largely dependent upon economic, fiscal and monetary measures undertaken by the government, together with legal, regulatory, and political developments.

 

The global financial turmoil that negatively affected Kazakhstan's financial and capital markets in 2008 and 2009 has receded and Kazakhstan's economy returned to growth in 2010. However significant economic uncertainties remain. Adverse changes arising from systemic risks in global financial systems, including any tightening of the credit environment or from decline in the oil and gas prices could slow or disrupt Kazakhstan's economy, adversely affecting the Group's access to capital and cost of capital for the Group and, more generally, its business, results of operations, financial condition and prospects.

 

Kazakhstan is facing a relatively high level of inflation (according to the government's statistical data consumer price inflation for the years ended 31 December 2010 and 2009 was 7.3% and 17%, respectively).

As Kazakhstan produces and exports large volumes of oil and gas, the Kazakhstan economy is particularly sensitive to the price of oil and gas on the world market that fluctuated significantly during 2010 and 2009.

 

The consolidated financial statements reflect management's assessment of the impact of the Kazakhstan operating environment on the operations and the financial position of the Group. The future business environment may differ from management's current assessment (see especially the going concern discussion in Note 2)

 

 

2. PRESENTATION OF FINANCIAL STATEMENTS

 

Consolidated subsidiaries

 

The consolidated financial statements include the Company and its wholly owned subsidiaries namely Frontier Mining Antilles NV, Frontier Mining Co-operative, Frontier Mining Finance BV, FMLK and Baltemir LLP.

 

Basis of presentation

 

These consolidated annual financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). These financial statements are presented in US Dollars ("$"), unless otherwise indicated. The US Dollar is the functional currency of all entities in the Group and is also the presentation currency of the Group financial statements. In designating the US Dollar as the functional currency of all entities in the Group, management has concluded that it best represents the economic effects of transactions, events and conditions related to the Group's operations. Transactions in other currencies are treated as transactions in foreign currencies.

 

As detailed in Note 1(a) above, during the year the Company changed its domicile and a new Cayman Island incorporated parent company was introduced, Frontier Mining Ltd. The previous Delaware parent company, Frontier Mining Ltd, was merged into the new parent company and the Delaware entity ceased to exist from December 21, 2010.

 

The introduction of the new parent company and its controlled entities constitutes a Group reconstruction and has been accounted for using merger accounting principles. Therefore, although the Group reorganization did not become effective until December 21, 2010, the consolidated financial statements of Frontier Mining Ltd and its controlled entities are presented as if Newco and Oldco had always been part of the same Group. Accordingly, the results for the Group for the entire year ended December 31, 2010 are shown in the consolidated statement of comprehensive loss and the comparative figures for the year ended December 31, 2009 are also prepared on this basis. Earnings per share is unaffected by the reorganization.

 

The consolidated financial statements are prepared under the historical cost convention, except for the valuation of certain financial instruments as described in Note 4.

 

Going concern

 

These consolidated annual financial statements are prepared on a going concern basis.

 

The Group's activities are the exploration, development and production of gold, silver and copper. To date, the Group has not earned significant revenues and, as described in Note 1 at December 31, 2010, had recently commenced production at the Koskuduk mine and was in the development stage for the Benkala license area. At December 31, 2010, mining operations at the Koskoduk area were the Group's sole source of operating cash inflow. For the year ended December 31, 2010 the Group incurred a loss of $ 31,315,169 (2009: $30,635,161) and had cash outflows from operating activities of $7,624,396 (2009: $6,098,122) and as at December 31, 2010 had accumulated losses of $85,042,631 (2009: $53,727,462) and a working capital deficit of $15,747,134 (2009: deficit $30,951,451).

Management's cash flow forecasts, based on the assumption that budgeted production in the Benkala and Naimanjal license areas (the latter being from the Koskuduk mine) will be achieved and on the prevailing outlook for gold and copper prices, show that the Group's operations will be cash generative for the foreseeable future (being the period up to June 30, 2012) and that it can raise the finance required to fund the planned development of the Benkala mine and processing plant. The major risks and uncertainties which management considered in its assessment of going concern were the level of gold and copper production and gold and copper prices in the foreseeable future which impact the Group's ability to generate operating cash inflows required for working capital purposes; and the availability of capital (debt and/or equity funding) required to complete the planned development of Benkala.

 

Key assumptions made by management in its forecasts include:

 

·; minimum gold production from Koskuduk of 5,000 ounces in 2011 and 9,500 ounces in 2012 which is increased from the 2010 achieved production level of 4,180 ounces following completion of infrastructure works at Koskuduk in 2010;

·; gold price of $1,250 per ounce during 2011 and 2012;

·; minimum copper production from Benkala in 2011 of 3,000 tonnes and 8,300 tonnes in 2012;

·; copper price of $9,000 per tonne in 2011 and $8,500 in 2012; and

·; the raising of $32 million (2011) and $20 million (2012) of capital to complete the planned development of Benkala. Lesser amounts of available capital (estimated to be in the range of $15 million - $20 million in the foreseeable future) would result in a reduced scale of development of Benkala with consequent reductions in the planned level of copper production.

 

The global financial turmoil described in Note 1 restricted the available sources of finance for the Group. On April 30, 2009 Frontier completed a $10 million financing agreement with Zere Group JSC which was initially available up to April 30, 2011 (see Note 19). In October 2010, the facility limit was increased to $20 million and repayment extended to December 2011. In May 2011, the repayment date was further extended until December 2012. In connection with this debt facility, in 2009 the Company issued to the lender share warrants which entitled the lender to subscribe for shares in the Company (refer Notes 18 and 19). On January 15, 2010 the above share warrants were exercised and the exercise price payable by the lender was offset against Frontier's financial liability under the debt agreement at that date. At December 31, 2010 the Group had amounts payable of $17,101,112 under this facility (2009: $11,268,670 million), including accrued interest. During 2010, Zere Group JSC changed its name to New Technology Kazakhstan LLP ("New Technology LLP").

 

On August 28, 2009 Frontier announced that it had entered into a £5 million Standby Equity Distribution Agreement ("SEDA") with YA Global Master SPV LTD, which is administered by Yorkville Advisors LLC ("Yorkville"). This agreement enables the Company, at its discretion and subject to certain conditions being met, to obtain funding at any time for up to 5 years from the date of signing by way of subscription for new shares in the Company (refer Note 18). During 2010, the Company did not use this facility.

 

At December 31, 2010 total finance facilities available to the Group under the above arrangements were approximately $27.7 million of which approximately $5.5 million was undrawn at that date.

 

Indications received to date by the Group are that the forecasted capital requirements for Benkala can be met and, post balance date to the end of May 2011, debt funding of $9.4 million had been received together with conditional offers for an additional $35 million of debt funding. One of those conditions requires the Group to complete a bankable feasibility study which is planned to occur by July 2011.

 

If market conditions are unfavourable and the capital funding for Benkala is unavailable, the Group's development timetable for that project will be delayed. This may also impact the Group's compliance with work program commitments under the Benkala license. Management anticipates that no significant issues would be encountered in managing any such non-compliance with the relevant regulatory authorities.

 

Accordingly, at the time of approving the consolidated financial statements, the directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future.

 

3. KEY SOURCES OF ESTIMATION UNCERTAINTY AND CRITICAL JUDGMENTS IN APPLYING ACCOUNTING POLICIES

 

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Critical judgments in applying the entity's accounting policies

 

In the process of applying the entity's accounting policies, which are described in Note 4, management has made the following judgments and estimates that have the most significant effect on the amounts recognized in the financial statements.

 

Impairment of assets

 

The Group assesses its non current assets at the end of each reporting period to determine whether any indicators of impairment exist. If there are any such indicators, the recoverable amount of the assets is calculated and compared to the carrying amount. The excess of the carrying amount over the recoverable amount is recognized as impairment.

 

The recoverable amount is calculated as the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use. The calculation of value in use requires the Group to make estimates regarding the Group's future cash flows. The estimation of future cash flows involves significant estimates and assumptions regarding mineral resource estimates, gold, silver and copper commodity prices, level of production, operating costs and discount rates. Due to its subjective nature, these estimates could differ from future actual results of operations and cash flows; any such difference may result in impairment in future periods and would decrease the carrying value of the respective asset.

 

The Naimanjal mine is now unlikely to be put back into operation and, as a result, an impairment loss of $ 16,525,902 was recorded in 2010 (refer Notes 11 and 12).

 

The key assumptions used in the determination of value in use for the non-current assets related to the Koskuduk mine in the Naimanjal area of interest include:

 

·;  Estimated mineable reserves of 25,700 ounces of gold

·; Gold price of $1,250 per ounce

·; Discount rate of 17%

 

The key assumptions used in the determination of value in use for the non-current assets related to the Benkala mine include:

 

·; Estimated mineable reserves of 175,000 tons of copper

·; Copper price of $9,000 per ton

·; Discount rate of 17%

 

Ore reserves

 

Ore reserves are a critical component of the Group's projected cash flow estimates that are used to assess the recoverable values of assets, to determine depreciation and amortization expense and to forecast the timing of the payment of mine abandonment and site restoration costs. In estimating the amount of ore reserves for the Benkala area of interest, management used a 2010 report it obtained from independent geological experts prepared under the JORC quantification methodology to interpret geological and exploration data to determine measured, indicated resources and inferred reserves. For the Koskuduk mine, management used internal estimates and a historical Soviet resource statement. The estimation of reserves is based on expert knowledge and estimation. The quantification of the reserves involves a degree of uncertainty. The uncertainty is primarily related to completeness of reliable geological and technical information. In addition, the presence of reserves does not mean that all reserves will be able to be extracted on a cost effective basis. Ore reserves are analyzed and assessed on a periodic basis. The quantity of reserves can be subject to revision as a result of changes in production capacities and changes in development strategy.

Exploration and evaluation assets

 

The Group's accounting policy for exploration and evaluation expenditure results in such expenditure being capitalized for those projects for which such expenditure is considered likely to be recoverable through future extraction activity or sale, or for which the exploration activities have not yet reached a stage which permits a reasonable assessment of the existence of reserves. This policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular whether the Group will proceed with development based on existence of reserves or whether an economically viable extraction operation can be established. Such estimates and assumptions may change from period to period as new information becomes available. If, subsequent to the capitalization of the exploration and evaluation expenditure, a judgment is made that recovery of the asset is unlikely or the project is to be abandoned, the relevant capitalized amount will be written off to profit and loss.

 

Depreciation and amortization of mining assets

 

The Group's mine development assets are depreciated over the respective life of the mine using the unit-of-production (UOP) method based on the ore reserves. Any changes to the ore reserves will have a direct impact on the depreciation rates and asset carrying values. Any change in the depreciation rate is applied on a prospective basis, which could result in higher depreciation in future periods.

 

Property, plant and equipment are depreciated on a straight line basis over the useful economic lives or life of mine whichever is shorter. Management periodically reviews the appropriateness of economic useful lives of the assets based on the current condition and the estimated period during which they will bring economic benefit to the Group.

 

Provision for mine abandonment and site restoration

 

The Group's mining activities are subject to various laws and regulations governing the protection of the environment. The Group estimates the provision for mine abandonment and site restoration obligations based on management's understanding of the current legal requirements and license agreements. The provision is based on management's estimate of the total cost of restoration for disturbance caused at the reporting date and is discounted to its net present value and recorded as an expense over the estimated mine life. The estimate of total cost requires management to make a number of assumptions including restoration activities and discount rate. A change in these assumptions, or a change in the environmental laws, could result in a change in the provision in a future period. Any such change will be recorded at the time of the revision, and the amount of expense each period will be modified on a prospective basis.

 

Financial liability at fair value through profit or loss 

 

The Group had a financial liability recorded at fair value through profit or loss which was settled in 2010 by the issue of Frontier shares. The fair value of this liability was determined using an option valuation model, the key inputs to which are disclosed in Note 19.

 

Contingencies

 

By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of such contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events.

 

Income Taxes

 

The Group is subject to income taxes in the Republic of Kazakhstan and, prior to the re-domicile of the parent entity during 2010, the United States of America. The taxation system in Kazakhstan is relatively new and is characterized by frequent changes in legislation, official pronouncements and court decisions, which are often unclear, contradictory and subject to varying interpretation by different tax authorities. Taxes are subject to review and investigation by various levels of authorities, which have the authority to impose severe fines, penalties and interest charges. These circumstances may create tax risks in Kazakhstan that are more significant than in other countries. The Group recognizes liabilities for anticipated additional tax based on its interpretations of the current tax laws and the amount it believes that is probable to be paid upon any inspection by the tax authorities.

Management believes that it has provided adequately for tax liabilities based on its interpretations of applicable tax legislation, official pronouncements and court decisions. However, the interpretations of the relevant authorities could differ and the effect on these consolidated financial statements, if the authorities were successful in enforcing their interpretations, could be significant. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax provisions in the period in which such determinations are made.

 

Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is not probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Various factors are considered in assessing the probability of the future utilization of deferred tax assets, including past operating results, operational plans, expiration of tax losses carried forward, and tax planning strategies. If actual results differ from these estimates or if these estimates must be adjusted in future periods, the financial position, the deferred tax asset currently recorded may be impaired in that period and results of operations and cash flows may be negatively affected.

 

 

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

4.1 Principles of consolidation

 

The consolidated financial statements of the Group include Frontier and the companies that it controls, and from which it obtains economic benefits. This control is normally evidenced when the Company is able to govern the financial and operating policies of an entity so as to benefit from its activities. The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive loss from the effective date of acquisition or up to the effective date of disposal, as appropriate. Intercompany balances and transactions, including intercompany profits and unrealized profits and losses are eliminated on consolidation.

 

4.2 Business combinations

 

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

 

The acquiree's identifiable assets and liabilities are recognized at their fair values at the acquisition date. Any premium paid as part of the purchase consideration is assessed as to whether it relates to mining properties or exploration potential before determining whether goodwill on acquisition is to be recognized.

 

4.3 Interests in joint ventures

 

A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, which is when the strategic financial and operating policy decisions relating to the activities of the joint venture require the unanimous consent of the parties sharing control.

 

Joint venture arrangements that involve the establishment of a separate entity in which each venturer has an interest are referred to as jointly controlled entities. The Group reports its interests in jointly controlled entities using proportionate consolidation. The Group's share of the assets, liabilities, income and expenses of jointly controlled entities are combined with the equivalent items in the consolidated financial statements on a line-by-line basis.

 

 

Any excess of purchase consideration over the acquisition of the Group's interests in a jointly controlled entity is accounted for in accordance with the Group's accounting policy for business combinations.

 

Where the Group transacts with its jointly controlled entities, unrealized profits and losses are eliminated to the extent of the Group's interest in the joint venture.

 

4.4 Revenue recognition

 

Revenue is measured at the fair value of the consideration received or receivable.

 

Revenue is recognized when the risks and rewards associated with ownership of goods are passed to customers; the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; it is probable that the economic benefits associated with the transaction will flow to the Group; the amount can be measured reliably; and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 

Revenue from saleable gold and silver produced during the testing phase of production activities is deducted from capitalized mine development costs.

 

4.5 Foreign currencies

 

The functional currency of the companies in the Group is the US Dollar. The presentation currency of the Group is the US Dollar.

 

In preparing the financial statements of the individual entities that form part of the Group, transactions in currencies other than the entities' functional currency (foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated into the functional currency at the rates prevailing at the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in items of historical cost in a foreign currency are not retranslated.

 

Exchange differences are generally recognized in profit or loss in the period in which they arise.

 

4.6 Borrowing costs

 

Borrowing costs are recognized as an expense in the period in which they are incurred, except to the extent that they are directly attributable to the acquisition, construction or production of qualifying assets. In that case, borrowing costs are added to the cost of these assets, until such time as the assets are substantially ready for their intended use.

 

 

4.7 Share-based payments

 

Equity-settled share-based payments to employees and others including non-executive directors are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in profit or loss over the remaining vesting period, with a corresponding adjustment to the equity-settled employee benefits reserve.

 

 

4.8 Taxation

 

The Group is subject to Kazakhstan and United States (prior to its re-domicile) income tax laws. The Company is exempt from all corporate and other tax in the Cayman Islands.

 

Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive loss because it excludes items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates enacted or substantially enacted at the balance sheet date.

 

Deferred tax is recognized using the balance sheet liability method in respect of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements to the extent that there is a reasonable expectation of their realization. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither taxable profit nor accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

 

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.

 

Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

Current and deferred tax for the period is charged or credited to the consolidated statement of comprehensive loss, except when it relates to items credited or charged directly to equity (in which case the deferred tax is also recognized directly in equity) or where they arise from initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in determining the excess of the Group's interest in the net fair values of the acquiree's net assets over the cost of the business combination.

 

4.9 Retirement benefit costs

 

The Group accounts for its employee retirement benefit costs in accordance with the pension scheme of the Republic of Kazakhstan, which requires current contributions by the employer and employee calculated as a percentage of current gross salary payments. This plan is a defined contribution plan and such contributions (social tax payments) are charged to expense as incurred.

 

 

4.10 Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.

 

The initial cost of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

 

Capitalized cost includes major expenditures for improvements and replacements that extend the useful lives of the assets or increase their revenue generating capacity. Repairs and maintenance expenditures that do not meet the foregoing criteria for capitalization are charged to the consolidated statement of comprehensive loss as incurred.

 

 

Depreciation is computed on a straight-line basis over the following estimated useful lives:

 

Years

 

Buildings

10 - 14

Machinery and equipment

4 - 10

Other

5 - 12

 

The useful lives and depreciation method are reviewed annually to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits to be derived from items of property, plant and equipment. The effects of any changes in estimate are accounted for on a prospective basis.

 

4.11 Exploration and evaluation assets

 

Exploration and evaluation assets are measured at cost.

 

Expenditures related to the following activities are capitalized and included in the initial measurement of exploration and evaluation assets:

 

·; acquisition of rights to explore mining licenses;

·; topographical, geological, geochemical and geophysical studies;

·; exploratory drilling;

·; trenching;

·; sampling; and

·; activities in relation to evaluating technical feasibility and commercial viability of extracting a mineral resource.

 

Expenditures not included in the initial measurement of exploration and evaluation assets are:

 

·; the development of a mineral resource once technical feasibility and commercial viability of extracting a mineral resource have been established; and

·; administration and other general overhead costs.

 

Exploration and evaluation costs for each area of interest, other than that acquired from the purchase of another mining company, are carried forward as an asset provided that one of the following conditions is met:

 

·; such costs are expected to be recouped in full through successful development and exploration of the area of interest or alternatively, its sale; or

·; exploration and evaluation activities in the area of interest have not yet reached a state which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active significant operations in relation to the area are continuing, or planned for the future.

 

 

Purchased exploration and evaluation assets are recognised as assets at their cost of acquisition or at fair value if purchased as part of a business combination.

 

An impairment review is performed when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to mine development assets.

 

4.12 Mine development assets

 

The decision to develop a mine property within a project area is based on an assessment of the commercial and technical viability of the project, the availability of financing and the existence of markets for the product. Once the decision to proceed to mine development is made, development expenditures relating to the project are capitalized and carried at cost with the intention that these will be amortized by charges against earnings from future mining operations.

 

Development expenditure is recognized at cost. Upon reaching designed commercial production capacity, mine development assets are amortized using the unit of production method.

 

4.13 Intangible assets

 

Intangible assets include non-mining and exploration licenses and computer software. Intangible assets under development are not amortized. Amortization of these assets begins when the related assets are placed in service.

 

Licenses

 

Licenses are stated at cost net of accumulated amortization. Amortization is provided so as to write down the cost of an asset on a straight-line basis over its estimated useful economic life.

 

Computer software

 

Computer software costs are recognized as assets at cost and are amortized on a straight-line basis over their useful lives, but not exceeding a period of seven years.

 

4.14 Impairment of tangible and intangible assets

 

The Group reviews on an annual basis the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. Impairment losses are recognized as an expense immediately.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that its carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss, 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.

 

4.15 Inventories

 

Inventories are stated at the lower of cost and net realizable value. Cost, including an appropriate portion of fixed and variable overhead expenses, is assigned to inventories by the method most applicable to the particular class of inventory. Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

 

4.16 Accounts receivable

 

Accounts receivable are classified as loans and receivables. Loans and receivables are measured at amortized cost using the effective interest method. Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

 

Accounts receivable are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

 

4.17 Cash and cash equivalents

 

Cash includes cash on hand, deposits with banks with original maturity terms not more than three months.

 

4.18 Restricted cash deposits

 

Cash deposits with banks are made pursuant to requirements of the Group's subsurface use contracts. The Group accumulates cash to meet restoration provisions related to obligations to restore and make the mines safe after use and the estimated costs of cleaning up any chemical leakage.

 

4.19 Site restoration costs

 

Provision is made for closure, restoration and environmental clean up costs where there are legal or constructive obligations to do so, (which includes the dismantling and demolition of infrastructure, removal of residual materials and remediation of disturbed areas) in the accounting period when the related environmental disturbance occurs, based on the estimated future costs. The provision is discounted where material and the unwinding of the discount is recorded as a finance expense in the period incurred. At the time of establishing the provision, a corresponding asset is capitalized and amortised on a unit of production basis upon the commencement of production.

 

The provision is reviewed on an annual basis for changes in cost estimates, economic useful life of existing operations and inflation and discount rates.

 

4.20 Provisions

 

A provision is recognized when, and only when, the Company has a present obligation (legal or constructive) as a result of a past event and it is probable (that is, more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of the provision is determined based on the present value of the expenditures expected to be required to settle the obligation.

 

4.21 Financial liabilities and equity instruments issued by the Group

 

Classification as debt or equity

 

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

 

Equity instruments

 

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs or at the fair value of the consideration given when issued for asset purchases or services received.

 

Compound instruments

 

The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The amount is recorded as a liability on an amortized cost basis using the effective interest rate method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured.

 

Derivative financial instruments

 

One of the Group's loan agreements included a derivative financial instrument. Derivatives are initially recognized at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at each balance sheet date. The fair values are estimated based on quoted market prices or pricing models that take into account the current market and contractual prices of the underlying instruments and other factors. The resulting gain or loss is recognized in the profit or loss.

 

A derivative with a positive fair value is recognized as a financial asset whereas a derivative with a negative fair value is recognized as a financial liability. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realized or settled within 12 months.

 

Other financial liabilities

 

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

 

4.22 Adoption of new and revised standards and interpretations

 

New and revised IFRSs applied with no material effect on the consolidated financial statements

 

The following new and revised IFRSs have been adopted in these consolidated financial statements. There application has not had any material impact on the amounts reported in the consolidated financial statements for the current and prior years but may affect the accounting for future transactions or arrangements.

 

Amendments to IFRS 2 Share-based Payment - Group Cash-settled Share-based Payment Transactions

 

The amendments clarify the scope of IFRS 2, as well as the accounting for group cash-settled share-based payment transactions in the separate (or individual) financial statements of an entity receiving the goods or services when another group entity or shareholder has the obligation to settle the award.

 

IFRS 3 (revised in 2008) Business Combinations

 

IFRS 3 (2008) introduces significant changes in the accounting for business combinations occurring after becoming effective. Changes affect the valuation of non-controlling interests, the accounting for transaction costs, the initial recognition and subsequent measurement of contingent consideration and business combination achieved in stages. The amendments to IFRS 3(2008) as part of Improvements to IFRSs issued in 2010 and have been applied in advance of their effective dates (annual periods beginning on or after July 1, 2010).

 

Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (as part of Improvements to IFRSs issued in 2008)

 

 

The amendments clarify that all the assets and liabilities of a subsidiary should be classified as held for sale when the Group is committed to a sale plan involving loss of control of that subsidiary, regardless of whether the Group will retain a non-controlling interest in the subsidiary after the sale.

 

 

 

 

 

Amendments to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations (as part of Improvements to IFRSs issued in 2009)

 

 

The amendments to IFRS 5 clarify that the disclosure requirements in IFRSs other than IFRS 5 do not apply to non-current assets (or disposal groups) classified as held for sale or discontinued operations unless those IFRSs require (i) specific disclosures in respect of non-current assets (or disposal groups) classified as held for sale or discontinued operations, or (ii) disclosures about measurement of assets and liabilities within a disposal group that are not within the scope of the measurement requirement of IFRS 5 and the disclosures are not already provided in the financial statements.

 

Amendments to IFRS 7 Financial Instruments: Disclosures (as part of Improvements to IFRSs issued in 2010)

 

 

The amendments to IFRS 7 clarify the required level of disclosures about credit risk and collateral held and provide relief from disclosures previously required regarding renegotiated loans. The Group has applied the amendments in advance of their effective date (annual periods beginning on or after January 1, 2011).

 

Amendments to IAS 1 Presentation of Financial Statements (as part of Improvements to IFRSs issued in 2009)

 

The amendments to IAS 1 clarify that the potential settlement of a liability by the issue of equity is not relevant to its classification as current or noncurrent.

 

Amendments to IAS 1 Presentation of Financial Statements (as part of Improvements to IFRSs issued in 2010)

 

The amendments to IAS 1 clarify that an entity may choose to present the required analysis of items of other comprehensive income/loss either in the statement of changes in equity or in the notes to the financial statements.

 

Amendments to IAS 7 Statement of Cash Flows (as part of Improvements to IFRSs issued in 2009)

 

 

The amendments to IAS 7 specify that only expenditures that result in a recognised asset in the statement of financial position can be classified as investing activities in the statement of cash flows. The application of the amendments to IAS 7 has resulted in a change in the presentation of cash outflows in respect of development costs that do not meet the criteria in IAS 38 Intangible Assets for capitalisation as part of an internally generated intangible asset.

 

IAS 27 (revised) Consolidated and Separate Financial Statements

IAS 27 (2008) requires that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as a transaction with owners in their capacity as owners. Therefore, such transactions will no longer give rise to goodwill, nor will it give rise to a gain or loss.

 

IAS 28 (revised in 2008) Investments in Associates

 

 

The principle adopted under IAS 27(2008) that a loss of control is recognised as a disposal and re-acquisition of any retained interest at fair value is extended by consequential amendments to IAS 28. Therefore, when significant influence over an associate is lost, the investor measures any investment retained in the former associate at fair value, with any consequential gain or loss recognised in profit or loss.

 

As part of Improvements to IFRSs issued in 2010,IAS 28(2008) has been amended to clarify that the amendments to IAS 28 regarding transactions where the investor loses significant influence over an associate should be applied prospectively.

 

 

IFRIC 17 Distributions of Non-cash Assets to Owners

 

 

The Interpretation provides guidance on the appropriate accounting treatment when an entity distributes assets other than cash as dividends to its shareholders.

 

IFRIC 18 Transfers of Assets from Customers

 

The Interpretation addresses the accounting by recipients for transfers of property, plant and equipment from "customers" and concludes that when the item of property, plant and equipment transferred meets the definition of an asset from the perspective of the recipient, the recipient should recognise the asset at its fair value on the date of the transfer, with the credit being recognised as revenue in accordance with IAS 18 Revenue.

 

 

New and revised IFRSs in issue but not yet effective

 

The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:

 

Amendments to IFRS 1

Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters (Effective for annual periods beginning on or after July 1, 2010);

Amendments to IFRS 7

Transfers of Financial Assets (Effective for annual periods beginning on or after July 1, 2011);

IFRS 9 (as amended in 2010)

Financial Instruments (Effective for annual periods beginning on or after January 1, 2013);

IFRS 10

Consolidated financial statements (Effective for annual periods beginning on or after January 1, 2013);

IFRS 11

Joint arrangements (Effective for annual periods beginning on or after January 1, 2013);

IFRS 12

 

Disclosure of interests in other entities (Effective for annual periods beginning on or after January 1, 2013);

IFRS 13

 

Fair value measurement (Effective for annual periods beginning on or after January 1, 2013);

Amendments to IAS 32

Classification of Rights Issues (Effective for annual periods beginning on or after February 1, 2010);

Amendments to IFRIC 14

Prepayments of a Minimum Funding Requirement (Effective for annual periods beginning on or after January 1, 2011);

IFRIC 19

Extinguishing Financial Liabilities with Equity Instruments (Effective for annual periods beginning on or after July 1, 2010).

 

Management anticipates that all of the above standards and interpretations will be adopted in the Group's consolidated financial statements when effective. The adoption of those Standards and Interpretations will have no material impact on the consolidated financial statements of the Group in the future periods.

 

 

 

5. SEGMENT ANALYSIS

 

5.1 IFRS 8 Operating Segments

 

Pursuant to IFRS 8, the Group is required to identify and report operating segments on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources and to assess performance. The Group's chief operating decision maker has been determined as the Group's chief executive.

 

Information reported to the Group's chief operating decision maker for the purposes of resource allocation and assessment of segment performance is specifically focused on license areas. The Group's reportable segments under IFRS 8 are therefore as follows:

 

·; Naimanjal license area (gold, silver and copper)

 

ü Naimanjal mine

ü Koskuduk mine

ü Baitemir

 

·; Benkala license area (copper)

 

The Group does not allocate central administration costs, directors' salaries and other gains or losses to its segments, and accordingly these amounts are presented as Unallocated. Information regarding the Group's reportable segments is presented below.

 

5.2 Segment revenues and results

 

The following is an analysis of the Group's revenue and results by reportable segment:

 

Naimanjal license

Benkala licence

Unallocated

Consolidated 2010

Naimanjal

Koskuduk

Baitemir

Revenue

 

-

(5,656898)

-

-

-

(5,656898)

Cost of sales

-

5,185,874

-

-

-

5,185,874

Selling, general and administrative expenses

-

992,723

-

555,671

1,524,575

3,072,969

Finance costs

-

321,487

-

19,159

1,947,914

2,288,560

Loss from financial liability at fair value through profit or loss

-

-

-

-

8,990,161

8,990,161

Impairment loss

16,525,902

-

-

-

-

16,525,902

Re-domicile and asset acquisition costs

-

-

-

-

714,500

714,500

Foreign exchange loss, net

-

139,283

-

12,006

(7,234)

144,055

Interest income

-

(97,798)

-

7,226

-

(90,572)

Other (income)/expenses, net

-

(5,914)

-

-

(28,834)

(34,748)

Loss before taxation

16,525,902

878,757

-

594,062

13,141,082

31,139,803

 

Naimanjal license

Benkala licence

Unallocated

Consolidated 2009

Naimanjal

Koskuduk

Baitemir

Revenue

(2,925,162)

-

-

-

(2,925,162)

Cost of sales

2,737,768

-

-

-

2,737,768

Selling, general and administrative expenses

450,630

-

-

139,261

1,374,617

1,964,508

Abnormal costs

1,153,694

-

-

-

-

1,153,694

Finance costs

249,526

-

-

-

2,140,132

2,389,658

Loss from financial liability at fair value through profit or loss

-

-

-

-

24,971,775

24,971,775

Foreign exchange loss, net

134,339

-

-

-

812

135,151

Other (income)/expenses, net

(74,433)

-

-

(348)

(19,074)

(93,855)

Loss before taxation

1,726,362

-

-

138,913

28,468,262

30,333,537

Revenue recorded above represents revenue generated from the Group's sole external customer(refer Note 6). There are no intersegment sales.

 

 

5.3 Segment assets and liabilities

 

For the purposes of monitoring segment performance and allocating resources between segments:

 

·; all assets are allocated to reportable segments other than financial assets and tax assets; and

·; all liabilities are allocated to reportable segments other than financial liabilities, current and deferred tax liabilities, and other liabilities.

 

2010

2009

Total assets

Naimanjal mine

-

16,400,166

Koskuduk mine

8,555,575

 6,080,937

Baitemir mine

4,087,212

 3,330,545

Benkala mine

 33,950,850

24,131,973

Unallocated

106,677,826

 1,820,894

 

 

153,271,463

51,764,515

 

2010

2009

Total liabilities

Naimanjal mine

314,487

 2,526,549

Koskuduk mine

4,277,719

668,160

Baitemir

-

-

Benkala mine

2,896,997

47,154

Unallocated

 21,243,805

43,189,666

 

 

28,733,008

46,431,529

 

5.4 Other segment information

 

The accounting policies of the reportable segments are the same as the Group's accounting policies described in Note 4.

 

Depreciation and amortization charges for the year (including amounts capitalized to mine development assets) are:

 

Naimanjal license area:

 

ü Koskuduk mine $924,691 (2009: nil)

ü Naimanjal mine nil (2009: $1,322,231)

ü Baitemir mine nil (2009: nil)

 

Benkala license area $ 405,504 (2008: $26,429)

 

The non cash transactions described in Note 17 are not allocated to either of the Group's segments.

 

Movements during the year to non current assets were:

 

Naimanjal license

Benkala licence

Unallocated

Consolidated 2010

Naimanjal

Koskuduk

Baitemir

Additions

125,735

2,197,530

756,667

10,189,835

98,877,819

112,147,586

Change in estimate

-

(12,890)

-

-

-

(12,890)

Depreciation and amortization

-

(924,691)

-

(405,504)

-

(1,330,195)

Impairment

(16,525,902)

-

-

-

-

(16,525,902)

(16,400,167)

1,259,949

756,667

9,784,331

98,877,819

94,278,599

Naimanjal license

Benkala licence

Unallocated

Consolidated 2009

Naimanjal

Koskuduk

Baitemir

Additions

68,274

142,967

83,292

2,189,266

-

2,483,799

Change in estimate

(490,499)

-

-

-

-

(490,499)

Depreciation and amortization

(1,322,233)

-

-

(26,864)

-

(1,349,097)

Disposal

(250,224)

-

-

-

-

(250,224)

(1,994,682)

142,967

83,292

2,162,402

-

393,979

 

 

6. REVENUE

 

2010

2009

 

Revenue from the sale of gold & silver

5,656,898

2,925,162

 

All of the Group's sales of gold and silver dore alloy are made to one customer in Switzerland.

 

 

7. COST OF SALES

 

2010

2009

Labour

 1,783,456

917,000

Consumables and spares

 1,792,161

839,315

Third party services

 764,456

751,606

Maintenance

 1,140

128,576

Other expenses

 36,931

75,605

Extraction tax

420,834

213,100

Cash operating costs

 

4,798,978

2,925,202

Depreciation & depletion

883,627

1,296,818

 

Total cost of production

5,682,605

4,222,020

Change in finished goods and work-in-progress

(496,731)

(330,558)

Abnormal production costs

-

(1,153,694)

 

Total cost of sales

5,185,874

2,737,768

 

Abnormal production costs

 

Abnormal production costs related to wages and other costs incurred during 2009 when production levels were below normal operating capacity at the Naimanjal area of interest.

 

8. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

2010

2009

Employee benefit expenses

 1,238,775

1,118,216

Financial and consulting services

 289,632

257,360

Public relations and promotion

 260,690

228,023

Insurance

 116,320

153,424

Audit and accounting fees

 215,232

141,631

Printing stationary and office miscellaneous

 137,892

98,671

Travel and accommodation

 169,163

81,744

Rent and office services

 69,613

59,072

Selling expenses

 111,667

49,522

Bank charges

 56,602

41,180

Depreciation and amortization

 41,023

30,616

Taxes other than income tax

 131,807

30,448

Telecommunication

 54,935

28,433

Change in provision for obsolete inventory

-

16,732

Reversal of tax penalties provision

-

(380,000)

Provision for bad debts

 20,957

-

Other expenses

 158,661

9,436

 

 

3,072,969

1,964,508

 

In 2009 the Company was advised by the United States Internal Revenue Service that it had all outstanding tax returns deemed to be time filed in the periods prior to 2007 and that no penalty would be charged. As a result, the Company reversed the USD 380,000 provision for tax penalties

 

 

9. FINANCE COSTS

 

2010

2009

Unwinding of discount on site restoration provision (Note 20)

40,778

31,318

Unwinding of discount on financial liabilities (Note 21)

96,023

71,589

Interest on Sokol Holdings Inc convertible note (Note 19)

38,150

186,077

Interest on New Technology LLP loan (Note 19)

2,113,609

1,380,304

Interest on Coville convertible note

-

720,370

Interest on HSBC loan (Note 19)

 26,178

-

Total expenses on financial liabilities recorded at amortized cost

 2,314,738

2,389,658

Less : Borrowing costs capitalized to mine development assets

(26,178)

-

Total finance costs

 

 2,288,560

2,389,658

 

 

10. EXPLORATION AND EVALUATION ASSETS

 

2010

2009

Naimanjal license area

4,087,212

5,082,788

Benkala license area

-

21,493,902

 

4,087,212

 26,576,690

 

Movements for the year are summarized as follows:

 

2010

2009

At 1 January

26,576,690

25,795,891

Naimanjal license area additions

 756,667

274,666

Benkala license area additions

249,114

506,133

Transfer to mine development assets (Note 11)

(23,495,259)

-

At 31 December

 

4,087,212

26,576,690

 

 

11. MINE DEVELOPMENT ASSETS

 

Movements for the year are summarized as follows:

 

Field preparation

Site restoration asset

Historical cost

Astana Fund

Total

Cost:

At January 1 2009

15,382,595

605,065

418,095

-

16,405,755

Additions

8,264

-

-

-

8,264

Disposals

(16,334)

-

-

-

(16,334)

Change in estimates

(438,370)

(52,129)

-

(490,499)

At December 31, 2009

15,374,525

166,695

365,966

-

15,907,186

Additions

2,555,260

181,189

-

359,445

3,095,894

Transfer from exploration and evaluation assets(Note 10)

23,495,259

-

-

-

23,495,259

Change in estimates

-

(12,890)

-

-

(12,890)

At December 31, 2010

 

41,425,044

334,994

365,966

359,445

42,485,449

Accumulated depreciation and impairment loss

At January 1 2009

-

-

-

-

-

Charge for the year

(203,758)

(2,209)

(4,850)

-

(210,817)

At December 31, 2009

 

(203,758)

(2,209)

(4,850)

-

(210,817)

Charge for the year

(325,176)

(6,143)

(7,740)

-

(339,059)

Impairment loss

(14,516,696)

(164,486)

-

-

(14,681,182)

At December 31, 2010

 

(15,045,630)

(172,838)

(12,590)

-

(15,231,058)

Net carrying amount:

At December 31, 2009

15,170,767

164,486

361,116

-

15,696,369

At December 31, 2010

26,379,414

162,156

353,376

359,445

27,254,391

 

During 2010, management suspended operations at the Naimanjal mine. This decision was made on the basis of low ore recoveries and other general operating conditions. Whilst a final decision has yet to be formally made, management anticipates that the license for the Naimanjal mine will be returned to the State. On this basis, an impairment loss against the carrying value of mine development assets at December 31, 2010 of $14,681,182was recorded. Together with an impairment loss related to property, plant and equipment at the Naimanjal mine (refer Note 12), the Group recorded a total impairment loss attributable to the Naimanjal mine of $16,525,902 in the loss for the year ended December 31, 2010 (2009: nil).

 

 

12. PROPERTY, PLANT AND EQUIPMENT

 

Buildings

Machinery & equipment

Transport & vehicles

Office equipment

Capital work in progress

Total

Cost

At January 1, 2009

4,014,814

3,169,838

551,241

409,539

61,484

8,206,916

Additions

-

162,075

264,993

10,508

1,264,426

1,702,002

Disposal

-

(151,943)

-

-

-

(151,943)

At December 31, 2009

4,014,814

3,179,970

816,234

420,047

1,325,910

9,756,975

Additions

1,088,067

1,714,003

2,376,070

71,732

241,672

5,491,544

Transfer

61,484

180,441

1,083,985

-

(1,325,910)

-

Disposal

(5,066)

(108,775)

(6,934)

(128,709)

-

(249,484)

At December 31, 2010

5,159,299

4,965,639

4,269,355

363,070

241,672

14,999,035

Accumulated depreciation

 

At January 1, 2009

(603,312)

(2,270,816)

(350,973)

(332,103)

-

(3,557,204)

Charge for the year

(422,886)

(518,402)

(181,414)

(15,578)

-

(1,138,280)

Disposals

-

149,492

-

-

-

149,492

At December 31, 2009

(1,026,198)

(2,639,726)

(532,387)

(347,681)

-

(4,545,992)

Charge for the year

(156,526)

(376,420)

(434,068)

(24,122)

-

(991,136)

Disposals

2,246

95,535

6,934

127,930

-

232,645

At December 31, 2010

(1,180,478)

(2,920,611)

(959,521)

(243,873)

-

(5,304,483)

 

Impairment loss (Note 11)

(1,844,719)

-

-

-

-

(1,844,719)

 

Net carrying amount:

 

At December 31, 2009

2,988,616

540,244

283,847

72,366

1,325,910

5,210,983

 

At December 31, 2010

2,134,102

2,045,028

3,309,834

119,197

241,672

7,849,833

 

 

13. INVENTORIES

 

2010

2009

Ore stockpiles

157,622

-

Work in progress

669,980

330,558

Consumables and spare parts

314,746

242,031

Other

36,907

4,581

 

1,179,255

577,170

Provision for obsolescence

(69,993)

(69,993)

 

Total

1,109,262

507,177

 

 

 

14. OTHER RECEIVABLES

 

2010

2009

Receivable from related parties (Note 27)

7,055,815

1,262,375

Security deposit on purchase of equipment

-

301,180

Due from employees

99,561

98,621

Taxes - other than income taxes

20,545

36,011

Receivable from share placement

550,000

-

Other receivables

7,611

126,493

 

 

7,733,532

1,824,680

 

15. CASH AND CASH EQUIVALENTS

 

2010

2009

 

KZT current bank account

259,282

113,030

US dollar current bank account

216,216

92,587

Cash deposits

121,938

40,939

GBP current bank account

11,622

22,315

Cash on hand

6,626

5,844

 

Less: Restricted cash deposit

(121,938)

(40,939 )

493,746

 

233,776

 

Restricted cash

 

Restricted cash as of December 31, 2010 in the amount of $121,938 (2009: $40,939) represents cash held in a restricted bank account for future site restoration works. Pursuant to the Benkala Subsurface Use Contract, the Group is required to accumulate cash to meet future obligations to restore and make the mine site safe after use and the estimated costs of cleaning up any chemical leakage.

 

 

16. VALUE ADDED TAX RECEIVABLE

 

2010

2009

Amount receivable

1,674,058

854,118

Less: provision for non-recovery

(647,175)

(688,057)

 

1,026,883

166,061

Classified as:

Current assets

720,002

151,002

Non-current assets

306,881

15,059

 

1,026,883

166,061

Movement in provision for non-recovery:

 

At January 1

(688,057)

-

Additions to provision

-

(688,057)

Reversal of provision

40,882

-

At December 31

 

(647,175)

(688,057)

 

 

 

17. NON CASH TRANSACTIONS

 

Exercise of warrants by New Technology LLP

 

On January 15, 2010, New Technology LLP exercised its share warrants at a price of 1.5 pence (equivalent to USD cents 2.44) per share, resulting in the issue and allotment of 407,540,430 new shares. 

 

The exercise price payable of £6.1 million (equivalent to $9.9 million) was offset against Frontier's financial liability under its debt agreement with New Technology LLP (see note 19). The fair value of the issued shares was £27.9 million (equivalent to $45.3 million) at the date of exercise of the warrants (see note 18).

Issue of shares to Coville Intercorp Ltd for asset acquisitions

 

On December 31, 2010 the Company issued 873,215,000 shares to Coville and associated entities with a fair value of $98,877,819 as prepaid consideration for the conditional acquisition of Coville's 50% interest in the Benkala project and its 100% interest in the Maminskoye gold deposit in southern Russia (see note 18).

 

For the year ended December 31, 2009, significant non-cash transactions were:

 

·; Partial settlement of convertible note to Coville $4,000,000

·; Arrangement fee for the New Technology LLP debt facility $890,783

·; Arrangement fee for the SEDA equity finance facility $204,125

·; Offset of interest payable to Coville $150,000

 

 

18. SHARE CAPITAL

 

As of December 31, 2010 the Company's authorized capital comprised 3,000,000,000 ordinary shares of $0.01 nominal value per share (December 31, 2009: 1,500,000,000 shares at $0.01 nominal value each).

 

Movements in the issued share capital for the years ended December 31, 2010 and 2009 were as follows:

 

Number of shares and outstanding

Nominal amount

Additional paid in capital

Total

Issue price per share (USD cents)

December 31, 2008

 

218,120,095

2,181,201

51,824,776

54,005,977

Issued to Sokol Holdings Inc

187,793,427

1,877,934

2,122,066

4,000,000

2.22

Issued to Zere group entities

100,000,000

1,000,000

(109,217)

890,783

0.01

Issued under the SEDA

3,882,267

38,823

359,905

398,728

10.31

Placement costs

-

-

(260,967)

(260,967)

December 31, 2009

509,795,789

5,097,958

53,936,563

59,034,521

Issued pursuant to share warrants (Note 19)

407,540,430

4,075,404

41,258,232

45,333,636

2.44

USA shareholder buyback

(1,279,253)

(12,792)

(111,484)

(124,276)

9.72

On formation of FML Cayman Islands December 21, 2010

Share placement

68,475,340

684,753

5,726,182

6,410,935

9.36

Placement costs

-

-

(251,230)

(251,230)

Sokol loan adjustment(Note 21)

-

-

273,754

273,754

0.00

Issued to Coville December 31

873,215,000

8,732,150

90,145,669

98,877,819

11.32

December 31, 2010

1,857,747,306

18,577,473

190,977,686

209,555,159

 

The Company changed its domicile on December 21, 2010 (refer to Note 1). In the table above, the transactions up to December 21, 2010 relate to shares in the former Delaware, USA incorporated parent entity. Subsequent movements relate to shares in the new Cayman Islands incorporated parent entity. Given that there was no change in par value, and the share exchange was one for one, the re-domicile had no impact on EPS or historical equity balances.

Share options

 

Changes to the Company's share options are summarized as follows:

 

2010

2009

Number of options

Weighted average option price

Number of options

Weighted average option price

At beginning of year

-

-

4,180,000

$0.21

Granted

-

-

-

-

Exercised

-

-

-

-

Expired

-

-

(4,180,000)

-

 

At end of year

-

-

-

-

 

All existing share options expired in 2009 and no new options were issued in 2010.

 

Share warrants

 

In 2009 the Company issued warrants over 407,540,430 shares at an exercise price per share of 1.5 pence (equivalent to USD cents 2.44) to entities associated with Erlan Sagadiev, the Chief Executive Officer of the Group, as a condition of the finance facility it obtained from New Technology LLP, also a related entity of Erlan Sagadiev . All warrants were exercised in January 2010 which resulted in the issue by Frontier of 407,540,430 shares.

 

2010

2009

Number of warrants

Number of warrants

At beginning of year

 

407,540,430

-

Granted

-

407,540,430

Exercised

407,540,430

-

 

At end of year

-

407,540,430

 

There were no outstanding warrants at December 31, 2010.

 

Share buy-back

 

As part of the re-domicile of the Company to the Cayman Islands, only those shareholders in the United States of America who qualified as "accredited investors" as defined under Rule 506 promulgated under the United States Securities Act of 1933 were able to receive shares in the newly listed entity. Those shareholders who did not qualify had their shares purchased by the Company at a price of 6.25 pence (US 9.72 cents) per share (1,279,253 shares were purchased by the Company).

 

Share placement

 

The proceeds from the placement of 68,475,340 Frontier shares which was conducted in December 2010 are to be used for working capital requirements and for the Benkala project development program.

 

Prepaid consideration

 

On February 16, 2010 the Company announced that it had begun discussions with Coville to acquire that entity's 50% interest in US Megatech BVI, the joint venture company that owns the Benkala copper deposit via KazCopper LLP; and -100% of Closed Joint Stock Company Maminskoye Mining Enterprise ("Maminskoye") which has a gold deposit in southern Russia.

A proposal was sent to shareholders on October 18, 2010 outlining the full acquisition proposal, whereby Coville would be issued 873,215,000 Frontier shares as purchase consideration for the above assets. At a Special General Meeting of the Company held on November 8, 2010 the acquisitions were approved, conditional upon the granting of certain government consents. These consents had not been obtained at December 31, 2010 but were received post balance date (refer Note 30).

 

On December 31, 2010 the Company issued 873,215,000 shares to Coville and associated entities which had a fair value at that date of $98,877,819 as consideration for this pending acquisition. This has been recorded as prepaid consideration at December 31, 2010 as conditions precedent to settlement of the purchase of the assets were outstanding at that date (primarily receipt of government consents, which was considered to be substantive in nature). The shares were issued under the acquisition contract with Coville in order that the re-domicile of the Company from the US to the Cayman Islands did not violate US "anti-inversion" legislation (see note 23). The shares have an associated twelve month "lock in" agreement. Frontier was granted a legal charge over Coville's interest in US Megatech BVI and registered such charge in the British Virgin Islands.

 

Standby Equity Distribution Agreement (refer Note 2)

 

There were no drawings made under this facility in 2010 (2009: 1,805,856 shares at a price of 6.65 pence ($0.0983) were issued for £120,089 ($194,604)). In addition, the Company issued 2,076,411 shares as an arrangement fee for this facility.

 

Re-domicile and asset acquisition costs

 

Transaction costs related to the re-domicile of Frontier and asset acquisitions from Coville consisting primarily of legal, financial, registrar and advisory services totalled $714,500 and were expensedin 2010.

 

 

 

19. BORROWINGS AND FINANCIAL LIABILITY AT FAIR VALUE THROUGH PROFIT OR LOSS

 

2010

2009

Non current:

New Technology LLP loan

-

10,543,310

Accrued interest

-

-

-

 

10,543,310

Current:

HSBC loan

 2,000,000

-

New Technology LLP loan

15,521,087

-

Convertible note Sokol Holdings Inc

598,338

 1,989,037

Accrued interest

1,580,025

725,360

19,699,450

 

 2,714,397

Total borrowings

19,699,450

13,257,707

 

Convertible notes

 

The Group issued $9.7 million of unsecured convertible notes in 2007. One note of $7.7 million was issued to Coville Intercorp Ltd, a related party, which was repaid in 2009. The other note of $2 million was issued to Sokol Holdings Inc, a related party (the "Sokol note").

 

This Sokol note was originally convertible at the holder's option into Frontier shares at a price of 20 pence ($ 0.29) per share within a 3 year period from the date of issue. If not converted, the note was repayable in November 2010. The Sokol note was interest-free through 29 February 2008 and bore interest at 8% per annum thereafter. Principal repayments of the Sokol note amounting to $1.4 million were made during 2010. Interest is payable annually in arrears. For the year ended 31 December 2010, interest expense was $38,150 (2009: $186,077). Interest payable at December 31, 2010 was $2,091 (2009: $293,333).

 

The repayment term of the Sokol note was extended by the parties in May 2010, through 30 July 2011. The conversion feature of the Sokol note is segregated from the liability and recorded separately on the balance sheet. The Sokol note including amortization of the discount has been recorded at December 31, 2010 as a current liability of $598,338 (2009: $1,989,037).

 

New Technology LLP loan

 

Frontier signed a $10 million unsecured financial loan facility with New Technology LLP on April 30, 2009. Under the terms of the facility, New Technology LLP was granted warrants to subscribe for 407,540,430 ordinary shares of US$0.01 at an exercise price of 1.5p per share (Note 18). Also, an arrangement fee of 100 million shares was paid by the Company to New Technology LLP for the facility. The facility has an interest rate of 15% and was initially for a period of two years with interest payable monthly. The loan facility was increased to $20 million in October 2010 and extended to December 2011. The facility was further extended in May 2011 to December 31, 2012.

 

Movements in this borrowing during the year were as follows:

 

2010

2009

 

Opening balance

10,543,310

-

Total proceeds from draw down of loan

15,000,000

13,334,673

Share warrants settlement (Note 17)

(9,927,074)

-

Repayments

(543,990)

(985,000)

Capitalized transaction and other costs

-

(2,665,643)

Amortization of transaction and other costs

448,841

859,280

Closing balance

 15,521,087

10,543,310

 

The capitalized transaction and other costs in 2009 include loan arrangement fees of $1,221,017 and the fair value of the share warrants at inception of $1,444,626 (refer below), which represents a premium paid to New Technology LLP.

 

The Group determined that the share warrants issued in 2009 were a derivative financial liability and they were separately measured at fair value. The Group used a valuation technique based on option valuation models and market data related to its share price and volatility at each balance sheet date to determine the fair value of the derivative. The key assumptions for determination of the fair value of the share warrants were as follows:

 

Initial recognition

December 31, 2009

Share price, pence

0.61

5.1

Strike price, pence

1.5

1.5

Years to maturity, years

2.22

1.33

Risk-free rate, %

1.73

0.94

Expected volatility, %

109.0

128.5

Warrant value per share, pence

0.24

4.01

Number of warrants

407,540,430

407,540,430

Fair value of warrants, GBP

989,266

16,341,727

 

Fair value of warrants, USD

1,444,626

26,416,401

In January 2010, the share warrants associated with the loan were exercised at a price of 1.5 pence (equivalent to USD cents 2.44) which resulted in the issue by Frontier of 407,540,430 shares (refer Note 18). The proceeds due from the exercise of the warrants of £6.1 million (equivalent to $9.9 million) were applied by the Group to settle part of the balance payable relating to the Group's borrowing from New Technology LLP at January 2010 (refer Note 17). The share price used to determine the fair value of the warrants in January 2010 was 6.4 pence (USD 10.45 cents).

 

The loss from the fair value liability on the warrants for the year ended December 31, 2010 recorded in the loss for the year was $8,990,161 (2009 $24,971,775).

 

HSBC loan

 

KazCopper LLP signed a $4 million loan agreement with HSBC Kazakhstan in November 2010. An arrangement fee of $40,000 was paid by the Company to the lender for the loan which has an interest rate of three month LIBOR plus 10% and is for a period of three years. Interest is paid quarterly in arrears and there is a twelve month grace period for principal repayments. The loan is secured by a registered charge over all the mining fleet equipment owned by KazCopper LLP which, at December 31, 2010, had a carrying value of $6,297,382. This loan is shown as current at December 31, 2010 as the loan covenant relating to minimum Group revenues of $6 million for the 2010 year was not met. The lender waived the breach of this covenant subsequent to December 31, 2010.

 

 

20. SITE RESTORATION PROVISION

 

Environmental restoration provisions are related to obligations to restore and make safe mines after use and the estimated costs of cleaning up any possible contamination. Most of these costs are expected to be incurred at the end of mining operations, approximately between the years 2027 to 2028. The extent and cost of future remediation programs are inherently difficult to estimate. They depend on the estimated lives of the mines, the scale of any possible contamination and the timing and extent of corrective actions.

 

2010

2009

As of January 1

292,301

699,353

Additions

175,487

-

Unwinding of discount

40,778

31,318

Change in estimate

(12,890)

(438,370)

 

As of December 31

495,676

292,301

 

The following assumptions were used to estimate the net present value of the provision for future site restoration:

 

·; Total undiscounted amount of future estimated cash out flows in current year 2010 prices is $633,881 (2009 : $502,238)

·; Expected timing of future cash outflows - to 2027

·; Discount rate - 7% per annum (2009: 12%)

·; Inflation rate -5% per annum (2009: 8%)

 

To fund the future costs of the Benkala mine site restoration, the Group is required to transfer funds into a special deposit account (see Note 15).

 

 

 

21. OTHER FINANCIAL LIABILITIES

 

 

2010

2009

Geological studies

As of January 1

 668,160

648,700

Addition

 -

 -

Unwinding of discount

76,864

71,589

Change in estimate

-

(52,129)

 

745,024

668,160

Astana Fund

As of January 1

-

-

Addition

 359,445

-

Unwinding of discount

19,159

-

Change in estimate

-

-

 

378,604

-

Payable to related party (Note 25)

As of January 1

3,561,038

-

Discount

(273,754)

-

 

 3,287,284

-

As of December 31

 

 4,410,912

668,160

 

Classified as:

Current liabilities

 3,313,146

28,063

Non-current liabilities

 1,097,766

640,097

 

4,410,912

668,160

 

Geological studies

 

The Group is obligated to reimburse the Government of Kazakhstan an amount of $1,436,400 for the historical cost of geological studies performed in respect of the Naimanjal contract. The Group paid $14,364 upon assuming the liability: the remaining amounts have been discounted at a rate of 12% per annum to arrive at the net present value of the remaining liability. Pursuant to the subsurface use and exploration contracts, the historical cost of geologic studies is to be repaid in equal, quarterly instalments, commencing from the date of commercial production as evidenced by an approval from the appropriate governmental authority.

 

In 2009, the estimate of the Naimanjal obligation was based on the assumption that full commercial production would begin in the fourth quarter of 2010. In 2010 the Company deferred indefinitely commercial production at the Naimanjal mine. The obligation remains until such time as the Company returns the licence area to the State or starts commercial production.

 

Astana Fund

 

Under the Benkala subsurface contract, there is a liability of $1.5 million for social payments to the Astana construction fund. The Group's share of this liability is $0.75 million. At December 31, 2010 the Group had paid $103,449 and the balance payable is $646,552. The liability has been discounted at 5.33% per annum to arrive at its net present value.

 

Payable to related party

 

The Group has a liability to a related party, Sokol Holdings Inc. (see Note 27). The amount owing at December 31, 2009 was $3,561,038 and was shown as a current liability as the amount due was payable on demand. In 2010, the terms of repayment were amended whereby the liability was not payable prior to December 21, 2011. The liability is interest free and the balance payable at December 31, 2010 has been discounted at a rate of 8% per annum to arrive to the net present value of the remaining liability. The discount of $273,754 has been credited to additional paid-in-capital.

 

22. DUE TO THE US TRADE AND DEVELOPMENT AGENCY

 

 2010

2009

 

Non-current portion

340,000

340,000

 

 

340,000

340,000

 

The Company received a grant from the US Trade and Development Agency ("TDA"). The grant is denominated in US Dollars. In accordance with the terms of the grant, the grant is refundable to the TDA when the Company succeeds in obtaining funding for the Naimanjal mine based on the feasibility study that the grant was provided to finance.

 

 

 

23. TAXATION

 

23.1 Income tax recognized in profit or loss

 

2010

2009

Income tax expense comprises:

Current tax expense

-

-

Deferred tax expense relating to the origination and reversal of temporary differences

175,366

301,624

 

Total income tax expense

175,366

301,624

 

The total charge for the year can be reconciled to the accounting profit/loss as follows:

 

2010

2009

Loss before income tax

(31,139,803)

(30,333,537)

Tax benefit at the statutory tax rate of 20% (2009: 20%)

(6,227,960)

(6,066,707)

Unrecognised deferred tax asset attributable to temporary differences

3,601,607

-

Effect of nil tax applicable to the parent entity

3,294,292

-

Effect of taxation at different tax rates

(637,999)

(2,847,712)

Unrecognized deferred tax asset attributable to tax losses

74,393

2,249,406

Permanent differences - non deductible items

71,033

6,966,637

 

Income tax expense

175,366

301,624

 

The reconciliation of accounting loss to income tax expense is presented using the Kazakhstan corporate income tax rate as this is the country where the Group's principal operations are located.

 

 

23.2 Income tax recognized directly in equity

 

2010

2009

Deferred tax relating to reversal of temporary differences

-

(171,111)

 

Total income tax recognized directly in equity

-

(171,111)

 

 

 

 

 

23.3 Deferred tax balances

 

2010

2009

Deferred tax asset

Temporary differences

Exploration and evaluation and mine development assets;and property plant and equipment

-

402,097

Inventory obsolescence provision

13,999

13,999

Site restoration provision

89,898

43,845

Other financial liabilities-geological studies

149,005

96,015

Taxes payable

66,994

-

 

319,896

555,956

Deferred tax liability

Temporary differences

Inventories

-

(49,583)

Net deferred tax asset

 

319,896

506,373

Deferred tax liability

Temporary differences

Issue of convertible notes

-

(11,111)

 

 

-

(11,111)

 

23.4 Unrecognized deferred tax assets

 

Parent entity

 

At December 31, 2009 the Company had an unrecognized deferred tax asset of approximately $4.9 million related to losses incurred in its US jurisdiction. All such carried-forward losses ceased to exist when the Company re-domiciled during 2010. No income tax applies to the Company in the Cayman Islands.

 

Kazakhstan entities

 

At December 31, 2010 the Group had unrecognized deferred tax asset attributable to temporary differences of approximately $3.6 million, primarily related to the impairment loss recorded in 2010 on the Naimanjal mine (refer Note 11) and due to tax losses of $108,283. This asset has not been recorded as its recoverability was not considered to be probable.

 

23.5 Potential US tax liability associated with re-domicile to Cayman Islands

 

The Company has received advice that its re-domicile is not subject to US "anti-inversion" legislation. In addition, the advice received is that any potential inversion gain is offset by the tax losses of the former US incorporated parent entity. As a result, no liability has been recognized for any potential tax payable associated with the re-domicile.

 

 

24. TRADE ACCOUNTS PAYABLE

 

2010

2009

Trade payables

 1,905,549

767,870

Other

 250,000

344,401

 

 

2,155,549

1,112,271

 

The average credit period on purchases is 30 days. No interest is charged on trade payables.

 

 

25. OTHER CURRENT LIABILITIES

 

2010

2009

Payable to related party (Note 27)

-

3,588,753

Due to employees

507,608

361,372

Mineral extraction and other taxes other than on income

949,299

323,308

Unused vacation

17,464

11,456

Other

157,051

48,689

 

 

 1,631,422

4,333,578

 

The prior year payable to related party mainly represents an amount due to Sokol Holdings Inc. of $3,561,038. During 2010 this payable was reclassified from other payables to other financial liabilities (refer to Note 21).

 

 

26. EARNINGS/LOSS PER SHARE

 

Basic loss per share is calculated by dividing the net loss for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

 

Diluted loss per share is calculated by dividing the net loss for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, adjusted for the effects of dilutive options and other shares reserved for issuance.

 

The following reflects the net loss for the year and share data used in the basic and diluted loss per ordinary share computations:

 

2010

2009

Net loss attributable to owners of the parent companyfor basic loss per share

(31,241,557)

(30,635,161)

Weighted average number of common shares for basic loss per share

899,252,908

379,735,246

Loss per share basic

(0.03)

(0.08)

Weighted average number of common shares for diluted loss per share

899,252,908

379,735,246

Loss per share diluted

(0.03)

(0.08)

Potential ordinary shares related to the share options (refer Note 18), convertible notes (refer Note 19) warrants and equity settled employee benefits (refer Note 18) have not been included in the computation of diluted earnings per share as the effect would be to decrease reported loss per share (that is, they are anti-dilutive).

 

27. RELATED PARTY TRANSACTIONS

 

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

 

 

At December 31, 2010 related parties include the directors and management of New Technology LLP, River House Consultants Limited, Sokol Holdings Inc. and Coville Intercorp Ltd as follows:

 

·; New Technology LLP is a related party to Frontier as Erlan Sagadiev (CEO and Chairman of Frontier) is a shareholder of New Technology LLP.

 

·; River House Consultants Limited is a related party to Frontier as Erlan Sagadiev (CEO and Chairman of Frontier) is a beneficial owner of River House Consultants Limited.

 

·; Sokol Holdings Inc. is a related party to Frontier as Brian Savage (a director of Frontier during 2010 and 2009) and Thomas Sinclair (a director of Frontier during 2010 and 2009) are shareholders of Sokol Holdings Inc.

 

Coville Intercorp Ltd is a related party to Frontier as it is the other 50% shareholder in US Megatech BVI, the Company's joint venture party in the Benkala project.

 

During the year ended December 31, 2010, Group entities entered into the following transactions with related parties:

 

·; New Technology LLP increased its loan facility to the Group to $20,000,000 (2009: $10,000,000). The balance payable under this loan facility at December 31, 2010 was $15,871,552 (2009: $10,543,310). See Note 19 for a discussion of the original loan facility coupled with warrants issued as part of the agreement. See Note 9 for disclosure of interest related to the loan;

 

·; River House Consultants Limited was issued 372,540,430 shares following its exercise of372, 540,430 share warrants obtained in 2009 (refer Notes 18 and 19).

 

·; Sokol Holdings Inc. was owed $4,159,377 at December 31, 2010 (2009: $5,817,333) relating to advances made to the Group for working capital funds of $3,561,038 (2009: $3,561,138) (refer Note 21) and a convertible note payable of $598,338 (2009: $1,989,037) (refer Note 19).

 

·; Coville Intercorp Ltd was issued 873,215,000 shares as prepaid consideration for its 50% interest in US Megatech BVI, the joint venture company that owns the Benkala copper deposit and 100% of Closed Joint Stock Company Maminskoye Mining Enterprise (refer Note 18). At December 31, 2010 Coville Intercorp Ltd and its related entities owed the Group $6,605,815 (2009: $1,262,375 relating to its portion of funding of the Benkala project which was made by Group entities on its behalf and $450,000 (2009: nil) relating to advances provided for the Maminskoye project. These amounts are due within twelve months.

 

·; New Technology LLP received an advance payment of $1,000,000 (2009: $637,500) from KazCopper LLP for equipment purchases to be made on its behalf outside Kazakhstan.

 

·; At December 31, 2010 and 2009 the Company had 10 (2009: 10) key management personnel. Total compensation to key management personnel included in the general and administrative expenses in the consolidated statement of comprehensive loss was $605,519 for the year ended December 31, 2010 (2009: $599,400). This amount is for short term employee benefits including applicable taxes.

 

Directors' Remuneration

 

Cash and non-cash benefits for directors for 2010 were:

 

Executive Directors

$

Erlan Sagadiev

240,000

George Cole

155,970

Tom Sinclair

180,000

Non-Executive Directors

Boyd Bishop

18,000

Randy Eppler

1,500

Brian Savage

16,500

 

During 2010 there were no options packages or other contributions of any sort made on behalf of directors. Directors and Officers liability insurance was maintained for Directors and other Officers of the Group.

 

 

28. COMMITMENTS AND CONTINGENT LIABILITIES

 

License commitments

 

Naimanjal. 

 

In 2010 the Group continued exploration, development and production under its Naimanjal license. The contract includes a work program defining the Group's obligations to invest in exploration in the license areas. The total amount of the minimum work program requirement to December 31, 2011 is $5.7 million and the Group invested $6.9 million in 2010.

 

There is also a requirement to expend an amount of 1% of total investment on education of employees and the Group spent $31,000 in 2010.

 

Benkala.

 

Kazcopper LLP has minimum work program commitments on the Benkala license area which at December 31, 2010 totalled $16 million. In 2010 KazCopper LLP's investment totaled $14.3 million.

 

Under the Benkala subsurface contract, there are commitments for social obligation payments totalling $6.0 million over the 29 year period of the licence. The Group' share of this commitment is $3.00 million. The full commitments are only payable if the project moves from exploration into commercial production. In 2010, the amount of payments made by KazCopper LLP totalled $364,095 (2009: $201,750).

 

Commitments of $98,480 exist for geological assessment work previously performed within the license territory. Of this amount, $2,954 was paid after contract signing and the remaining amount is payable in annual equal installments after start of commercial production.

 

There is a requirement to expend an amount of 1% of total investment on education of employees, for 2010 this was a required expenditure of $142,609. KazCopper LLP spent $161,400 on education in 2010.

 

The minimum work program commitment amount for Benkala for 2011 is $8 million.

 

The Group's share of all the Benkala commitments is 50%.

 

Taxation

 

Tax laws in the Republic of Kazakhstan are subject to frequent changes and varying interpretations. Management's interpretation of such legislation in applying it to business transactions of the Company may be challenged by the relevant regional and federal authorities enabled by law to impose fines and penalties. Recent events within the Republic of Kazakhstan suggest that the tax authorities are taking a more assertive position in their interpretation of legislation and assessments and as a result, it is possible that transactions that have not been challenged in the past may be challenged. Fiscal periods remain open to be reviewed by the tax authorities in respect of taxes for the three calendar years preceding the year of tax review. Under certain circumstances reviews may cover longer periods. While the Company believes it has provided adequately for all tax liabilities based on its understanding of the tax legislation, the above facts may create additional financial risks for the Company.

 

Environmental matters

 

The Group is subject to various environmental laws and regulations of the Republic of Kazakhstan. While management believes that substantial compliance with such laws and regulations has been achieved, there can be no assurances that contingent liabilities do not exist.

 

Legal issues

 

In the ordinary course of business, the Group can be subject to legal actions and complaints. The Group is associated with a legal dispute involving related parties and other unrelated parties and the directors believe that the ultimate liability, if any, arising from these actions or complaints will not have a material adverse effect on the financial condition or the results of future operations of the Group.

 

Liquidation fund

 

The Group will be required to make a monetary contribution to the extent that the environmental clean-up costs required exceed the liquidation fund. The Group's management believes they are in compliance with the commitments set forth in the Naimanjal, Baltemir and Benkala Subsurface Use Contracts. However, such compliance may be questioned by the relevant authorities whose interpretation may differ significantly from the Group's.

 

Insurance

 

The insurance industry in the Republic of Kazakhstan is in the process of development, and many forms of insurance coverage common in developed markets are not yet generally available. The Group does not have full coverage for business interruption, or for third party liabilities in respect of property or environmental damage arising from accidents on the Group's property or relating to the Group's operations

 

 

29. FINANCIAL INSTRUMENTS

 

The Group has exposure to the following risks from its use of financial instruments:

 

·; credit risk

·; liquidity risk

·; market risk

 

This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital.

 

The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

 

Significant accounting policies

 

Details of the significant accounting policies and methods adopted (including the criteria for recognition, the bases of measurement, and the bases for recognition of income and expenses) for each class of financial asset, financial liability and equity instrument are disclosed in Note 3.

 

Capital risk management

 

The capital structure of the Group consists of debt (the borrowings and convertible notes described in Note 19), cash and cash equivalents and equity (comprising issued capital, reserves and accumulated losses).

 

The gearing ratio at year-end was as follows:

 

2010

2009

 

Debt

19,699,450

13,257,707

Cash and cash equivalents

(493,746)

(223,776)

 

Net debt

19,205,704

13,033,931

 

Equity

124,538,454

5,332,985

Net debt to equity ratio

15%

245%

 

The improved gearing ratio in 2010 compared to the prior year is primarily due to issues of shares during 2010, including prepaid consideration for asset acquisitions, as described in Note 18.

 

Categories of financial instruments

 

2010

2009

Financial assets

Restricted cash deposit

 121,938

40,939

Other receivables

 7,733,532

1,788,669

Cash and cash equivalents

 493,746

233,776

 

 

8,349,216

2,063,384

Financial liabilities

Borrowings

 19,699,450

13,257,707

Due to the US Trade and Development Agency

 340,000

340,000

Trade accounts payable

 2,155,549

1,112,271

Financial liability at fair value through profit or loss

-

26,416,401

Other current liabilities

 1,631,426

3,998,814

 

 

23,826,425

45,125,193

 

Market risk

 

Market risk is the risk that changes in market prices, such as commodity prices. foreign exchange rates, interest rates and equity prices will have a negative impact on the Group's income or the value of its financial instrument holdings. The objective of market risk management is to monitor and control market risk exposures within acceptable limits, while optimizing the return on investments.

 

The Group does not use hedging financial instruments in order to manage volatility in its reported profit or loss.

The Group is exposed to fluctuations in gold and silver product prices as a result of market conditions and changes in London Metal Exchange (LME) quotes. This exposure is not regarded as significant to the Group as management believes that there will be no significant reduction in commodity prices in the foreseeable future.

 

Credit risk 

 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers, cash and cash equivalents.

 

The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

 

The main credit risk on receivables to which the Group is exposed relates to the recoverability of the receivable with Coville Intercorp Ltd referred to in Note 27. Management believes there is minimal risk associated with collectability of this receivable based on the assessment of the credit worthiness of the debtor (including its asset backing) and given that the Group completed its acquisition of certain Coville Intercorp Ltd assets in 2011 (refer Note 30).

 

The Group considers that there is minimal credit risk in respect of other receivables. The Group reviews the credit ratings of the financial institutions used for holding cash balances in order to minimize the credit risk. The maximum credit risk to which the Group was exposed at 31 December 2010 was $1,512,551 (2009: $2,099,395).

 

Currency risk

 

Currency risk is the risk that the financial results of the Group will be adversely impacted by changes in exchange rates to which the Group is exposed.

 

The Group is subject to foreign currency risk on purchases and payables denominated in foreign currencies. The currency most associated with risk is the Kazakhstan Tenge (KZT). The risk associated with the Tenge is not able to be managed. Outlined below are the US dollar equivalent balances of KZT denominated assets and liabilities at balance date:

 

2010

2009

Assets

Restricted cash deposit

121,938

40,939

Cash and cash equivalents

259,282

118,874

Other receivables

642,526

727,543

 

 

1,023,746

887,356

Liabilities

Trade accounts payable

1,058,701

8,275

Other current liabilities

1,355,051

46,689

 

 

2,413,752

54,964

 

Net exposure

(1,390,006)

832,392

 

The following significant exchange rates applied during the year:

 

In KZT

Average rate

Reporting date spot rate

2010

2009

31.12.2010

31.12.2009

 

USD 1

147.35

147.50

147.4

148.36

Currency sensitivity analysis

 

The Company is mostly exposed to the risk of a fluctuation in the Tenge.

 

The following table shows the Company's sensitivity to a 10% increase and decrease in the Tenge in relation to the USD. 10% is the sensitivity level used in internal reporting to senior management with respect to the currency risk and is management's estimate of a reasonable change in exchange rates.

A sensitivity analysis includes only unpaid cash items in foreign currency and adjusts their translation at the end of the period by 10%. A sensitivity analysis also includes loans, provisions, accounts payable and cash equivalents. A positive figure below indicates an increase in net income, when the tenge strengthens by 10% against the USD. If the Tenge weakens by 10% against the USD the impact on net income will be the opposite, and the balances below will be negative.

 

 

Impact of the KZT

 

2010

2009

 

 

 

Profit/(loss)

139,001

(83,392)

 

 

The Group does not believe the above risk to be significant. There are no material effects on other equity balances.

 

Operational risk

 

Operational risk is the risk of the Group incurring financial losses as a result of business interruption and possible damage to the Group's property through natural disasters and technological accidents. In accordance with the subsoil contracts, the Group is obliged to carry medical insurance, insurance against accidents during production and occupational diseases to its employees.

 

At December 31, 2010 the Group believes it had sufficient insurance policies in force in respect of public liability and other insurable risks.

 

Interest rate risk management

 

The Group's borrowings relate to convertible notes and debt of which all bar the HSBC loan of $2,000,000 bear interest at fixed rates.

 

Interest rate sensitivity analysis

 

The sensitivity analyses below have been determined based on the exposure to floating interest rates for both derivatives and non-derivative instruments at the balance sheet date. A 1 per cent increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates that will affect the Group.

 

If interest rates had been 1% per cent higher/lower and all other variables were held constant, the Group's:

 

·; Mine development assets would decrease/increase by $2,514. This is fully attributable to the Group's exposure to interest rates on its variable rate borrowings.

 

Liquidity risk management

 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by maintaining adequate finance facilities (debt and equity), and by monitoring forecast cash flows.

 

The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows.

 

1 month

3-12

months

From 1

to 2 years

Contractual cash flows

Carrying amount

December 31, 2010

Borrowings

 1,229,560

598,338

 17,871,552

19,699,450

 19,699,450

Due to the US Trade and Development Agency

 340,000

-

-

 340,000

 340,000

Trade accounts payable

 2,155,549

-

-

 2,155,549

 2,155,549

Other current liabilities

 1,631,426

-

-

 1,631,426

 1,631,426

 

 

5,356,535

598,338

17,871,552

 23,826,425

23,826,425

 

1 month

3-12

months

From 1

to 2 years

Contractual cash flows

Carrying amount

December 31, 2009

Borrowings

725,360

2,000,000

12,349,673

15,075,033

13,257,707

Due to the US Trade and Development Agency

340,000

-

-

340,000

340,000

Trade accounts payable

1,112,271

-

-

1,112,271

1,112,271

Other current liabilities

3,998,814

-

-

3,998,814

3,998,814

 

 

6,176,445

2,000,000

12,349,673

20,526,118

18,708,792

 

Fair value of financial instruments

 

Fair value of financial instruments carried at amortized cost

 

Disclosure of estimated fair values of financial instruments is made in accordance with the requirements of IAS 32 "Financial instruments: Disclosure and presentation" and IAS 39 "Financial Instruments: Recognition and Measurement". Fair value is defined as the amount for which the instrument can be exchanged between knowledgeable willing parties in an arm's length transaction, other than in forced or liquidation sale. As no readily available market exists for a part of the Group's financial instruments, judgment is necessary in arriving at fair value, based on current economic conditions and specific risks attributable to the instrument. The estimates presented herein are not necessarily indicative of the amounts the Group could realize in a market exchange from the sale of its full holdings of a particular instrument. As of December 31, 2010 the following methods and assumptions were used by the Group to estimate the fair value of each class of financial instrument for which it is practicable to estimate such value:

 

Cash

 

Carrying amount of cash balances represents their fair value due to the short maturity of these instruments.

 

Trade and other accounts receivable

 

The carrying amount of trade and other accounts receivable is considered a reasonable estimate of their fair value due to the short term nature of these assets.

 

Trade accounts payable and other current liabilities

 

The carrying amount of accounts payable is a reasonable estimate of their fair value due to the short term nature of these liabilities.

 

Bank loans

 

The fair value of short-term bank loans is estimated to be 2,000,000 (2009: nil).

 

Loans from related parties

 

The fair value of loans from related parties at December 31, 2010 is estimated to be $15,871,552 (2009: $10,543,310).

Convertible notes

 

The fair value at balance date is estimated to be $427,515 (2009: $1,989,037).

 

Valuation techniques and assumptions applied for the purposes of measuring fair value

 

The fair values of financial assets and financial liabilities are determined as follows:

 

·; The fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices.

 

·; The fair values of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments.

 

·; The fair values of derivative instruments are calculated using quoted prices. Where such prices are not available, a discounted cash flow analysis is performed using the applicable yield curve for the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives.

 

Fair value measurements recognized in the statement of financial position

 

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

 

·; Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

·; Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

 

·; Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

December 31, 2010

December 31, 2009

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Derivative financial liability

-

-

-

-

26,416,401

-

 

Reconciliation of the beginning balance and ending balance based on the Level 2 hierarchy of the fair value as at 31 December 2009 is presented as follows:

 

2010

2009

Beginning balance

26,416,401

-

Initial recognition

-

1,444,626

Fair value of shares issued to settle the liability

(45,333,636)

-

Exercise price of shares issued

9,927,074

-

Loss recognized in loss for the year

8,990,161

24,971,775

 

Ending balance

-

26,416,401

 

 

 

30. SUBSEQUENT EVENTS

 

Issue of shares

 

On January 12, 2011 Frontier announced that it had issued 3,166,667 new ordinary shares of $0.01 each to certain of its advisors as payment for professional services rendered in relation to the change of domicile.

 

Updated JORC for Benkala deposit

 

On February 14, 2011 Frontier advised that an updated JORC estimate had been issued for the Benkala deposit by Wardell Armstrong International.

 

HSBC project funding

 

On February 28, 2011 Frontier announced that it had received $4 million, the second tranche of a loan facility from HSBC Bank Kazakhstan for its Benkala project. The first tranche of $4 million was received in November 2010.

 

Acquisition completed

 

On April 11, 2011 Frontier announced that it had received written and final approval from both the Ministry of Industry and Trade of Kazakhstan and the Inter-Ministerial Committee to complete the acquisition of Coville's 50% interest in the Benkala copper project. With this approval, the acquisition of the Benkala and Maminskoye assets from Coville has been completed.

 

A description of the Benkala and Maminskoye assets is provided in Note 1. 

 

At December 31, 2010 the Benkala project was in development stage and Maminskoye was an exploration stage asset. Neither of these projects was income producing in the year ended December 31, 2010. Management has not completed its assessment of the fair values of the assets and liabilities acquired.

 

Extension of New Technology LLP Loan

 

On May 9, 2011 Frontier announced that New Technology LLP had extended the period of its financial loan facility to December 31, 2012.

 

Additional Funding

 

On May 9, 2011 the Company announced that it had issued loan notes of $5 million to a consortium of institutional and private investors. The notes will bear interest at 12% per annum and provide investors with warrants to acquire 16 million new ordinary Frontier shares exercisable at 8 pence per share. The term of the loan notes is one year and for the attached share warrants is two years. The loan notes are unsecured.

 

Asset Acquisition: South Benkala

 

On May 9,2011 Frontier announced that it had signed a conditional agreement to acquire the Subsurface Use Contract for South Benkala from PromSnab2030 LLP for US$2.5 million.

 

Additional Funding

 

On June 15, 2011 Frontier announced that it had signed a copper off-take agreement. The off-take agreement includes a $10 million loan finance facility for the Group. The first $5million of finance has been received and has a term of one year with interest at 12% per annum.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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