30th Sep 2008 13:45
For Immediate Release
30 September 2008
TEMPLAR MINERALS LTD
("TEMPLAR" OR THE "COMPANY")
FINAL AUDITED RESULTS FOR THE PERIOD ENDED 31 MARCH 2008
The Board of Templar, a gold and base metal exploration, mining and investment company with gold and base metals projects in Fiji and Georgia, is pleased to announce its final audited results for the period ended 31 March 2008.
SUMMARY
GEORGIA
Investment of $2m in the Adjara Gold and Base Metals Project from Gatward Limited.
Results obtained to date at the Vaio deposit (one of nine target orebodies) have been especially encouraging and give confidence in the reliability of the Non-JORC compliant Russian resource.
Operations recently suspended due to recent conflict in region.
FIJI
Initial investment of $9.132m in Vatukoula Gold Mines plc ("VGM" and formerly known as River Diamonds plc).
VGM is the world's longest continually operating high-grade mines.
The mining recommenced in late 2007 and after a one-year care the first gold pour after recommissioning took place on 19 May 2008.
Further investment of $17.2 million under negotiations to extend settlement.
A commitment to growth remains at the heart of the Company's strategy to create value and the board continues to review potential investment and acquisition opportunities.
Copies of the Report and Accounts for the period ended 31 March 2008 have been sent to shareholders today and will be available for a period of one month, free of charge, from the Company's address: Building 1, 31 Impala Road, Chislehurston, Sandton , Johannesburg, South Africa, 2196 and can also be viewed and downloaded from the Company's website: www.templar-minerals.com
Contact:
Templar Minerals David Lenigas Beaumont Cornish Roland Cornish Rosalind Hill Abrahams |
Tel: +44 (0) 20 7016 5100 Tel: +44 (0) 20 7628 3396 |
Chairman's Statement
The Company's first Annual Report in respect of the period ended 31 March 2008 has been sent to shareholders today. When the Company achieved its listing on the Alternative Investment Market, on 11 May 2007, the stated objective was immediately to start evaluating promising acquisition and investment opportunities. The first two acquisitions were concluded in the first year.
Georgia
In September 2007, Templar Minerals paid US$2 million and issued 25 million shares in the Company in order to acquire a 90% interest in the Adjara Gold and Base Metals Project (Georgia) from Gatward Limited.
The Adjara Gold and Base Metals Project, is a large and relatively unexplored brown- and greenfield target in an area of historical gold and base metal mining. The project contains numerous exploration adits and a historical sampling database, and incorporates a total licence area of 100.4 square kilometres in a large unexplored region.
Initial exploration sample results at Adjaria returned very encouraging gold values and together with the substantial body of information available from the Soviet era it is clear that the Project has the potential to become a significant minable gold resource.
Results obtained to date at the Vaio deposit (one of nine target orebodies) have been especially encouraging and give us confidence in the reliability of the Non-JORC compliant Russian resource estimates derived from work previously undertaken, which include significant reserves of gold, silver, lead, copper and zinc.
The Company recently suspended operations at the Adjara Project due to the recent conflict in the region. In recent weeks, the international community has rallied to support Georgia to help stabilise the political, and economic situation. The measures taken could help to restore stability and ensure he right conditions for foreign direct investment. Templar Minerals will monitor the changing situation and endeavour to recommence operations when deemed appropriate.
Fiji
In October 2007, the Company acquired 285 million shares for $9.132 million in Vatukoula Gold Mines plc ("VGM" and formerly known as River Diamonds plc), whose main asset at the time was a 19% interest in the Vatukoula (Emperor) Gold Mine (Fiji). VGM's interest in Vatukoula rose to 100% ownership in April 2008. With effect from 1 April 2008, the Company subsequently acquired a further 143.29 million shares in VGM at 6p (an acquisition cost of approximately $17.2 million). The Company is currently in negotiations with the sellers (Viso Gero Global Inc) to extend settlement until 31 March 2009 against security of such number of shares in VGM whose current market value is equivalent to the acquisition cost plus deferment costs of US$1.74 million.
The Vatukoula Gold Mine is one of the world's longest continually operating high-grade mines and, to date, has produced more than seven million ounces. Mining recommenced in late 2007 after a one-year care and maintenance period, and the first gold pour after recommissioning took place on 19 May 2008.
The Board of Directors is pleased with the progress being made at the Vatukoula Gold Mine. Initial obstacles have now been resolved and the mine is now well positioned to achieve significantly improved gold production rates over the coming year.
Achieving gold production is the culmination of a lot of dedicated work by the VGM team, which has now bedded down the entire process into steady-state operations. The Vatukoula Gold Mine has a long and impressive production history, yet exploration has been significantly underfunded over the past decade. The recommencement of exploration drilling at the Vatukoula Deep and surrounding areas will focus on increasing reserves and resources at the mine and continuing Vatukoula's success.
Outlook
A commitment to growth remains at the heart of our strategy to create value and your board continues to review potential investment and acquisition opportunities. As no substantial acquisition (as determined under the AIM Rules for companies) has been made since Templar Minerals was admitted to AIM, your board will seek consent of the shareholders at the next annual general meeting for the renewal of its investment strategy as set out in its admission document.
David Lenigas
Chairman
30 September 2008
Group Audited Income Statement for the period ended 31 March 2008
Period 2 April 2007 to 31 March 2008 |
|||
Notes |
$ 000's |
||
Revenue |
- |
||
Administrative expenses |
(1,776) |
||
Share of associates results |
12 |
(232) |
|
Share options expensed |
7, 17 |
(487) |
|
Group operating loss |
3 |
(2,495) |
|
Interest receivable |
9 |
541 |
|
Loss before taxation |
2 |
(1,954) |
|
Income tax expense |
5 |
- |
|
Loss for the financial period |
(1,954) |
||
Retained loss for the period attributable to: |
|||
Equity holders of the parent Company |
(1,896) |
||
Minority interest |
(58) |
||
Loss per share (US cents) |
|||
Basic |
8 |
(0.46) |
|
Diluted |
8 |
(0.46) |
|
All of the operations are considered to be continuing. |
Group Audited Balance Sheet as at 31 March 2008
31 March 2008 |
|||||
Note |
$ 000's |
$ 000's |
|||
ASSETS |
|||||
Non-current assets |
|||||
Intangible assets |
10 |
5,242 |
|||
Tangible assets |
11 |
77 |
|||
Interest in associates |
12 |
8,900 |
|||
Total non-current assets |
14,219 |
||||
Current assets |
|||||
Trade and other receivables |
14 |
1,805 |
|||
Cash and cash equivalents |
2,325 |
||||
Total current assets |
4,130 |
||||
TOTAL ASSETS |
18,349 |
||||
LIABILITIES |
|||||
Current liabilities |
|||||
Trade and other payables |
15 |
(298) |
|||
TOTAL LIABILITIES |
(298) |
||||
NET ASSETS |
18,051 |
||||
EQUITY |
|||||
Called-up share capital |
16 |
- |
|||
Share premium |
19,913 |
||||
Share based payments reserve |
17 |
484 |
|||
Foreign exchange reserve |
(50) |
||||
Retained earnings |
(1,896) |
||||
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT |
18,451 |
||||
Minority interest |
(400) |
||||
TOTAL EQUITY |
18,051 |
Company Audited Balance Sheet as at 31 March 2008
31 March 2008 |
|||||||
Notes |
|||||||
$ 000's |
$ 000's |
||||||
ASSETS |
|||||||
Non-current assets |
|||||||
Investment in subsidiaries |
13 |
2 |
|||||
Interest in associates |
12 |
8,900 |
|||||
Trade and other receivables |
14 |
6,529 |
|||||
Total non-current assets |
15,431 |
||||||
Current assets |
|||||||
Trade and other receivables |
14 |
1,604 |
|||||
Cash and cash equivalents |
2,247 |
||||||
Total Current Assets |
3,851 |
||||||
TOTAL ASSETS |
19,282 |
||||||
LIABILITIES |
|||||||
Current Liabilities |
|||||||
Trade and other payables |
15 |
(251) |
|||||
TOTAL LIABILITIES |
(251) |
||||||
NET ASSETS |
19,031 |
||||||
EQUITY |
|||||||
Called-up share capital |
16 |
- |
|||||
Share premium |
19,913 |
||||||
Share based payments reserve |
17 |
484 |
|||||
Foreign exchange reserve |
7 |
||||||
Retained earnings |
25 |
(1,373) |
|||||
TOTAL EQUITY |
19,031 |
||||||
These financial statements were approved by the Board of Directors on 30 September 2008 and signed on its behalf by: |
|||||||
David Lenigas |
Gordon Cassidy |
||||||
Director |
Director |
Group Audited Cash Flow Statement for the period ended 31 March 2008
For the period ended 31 March 2008 |
|||
Notes |
$ 000's |
||
Cash flows from operating activities |
|||
Operating Loss |
(2,495) |
||
(Increase) in trade and other receivables |
(1,805) |
||
Increase in trade and other payables |
298 |
||
Foreign exchange translation |
(22) |
||
Share of associates results |
232 |
||
Share options expensed |
487 |
||
Depreciation |
36 |
||
Net cash outflow from operating activities |
(3,269) |
||
Cash flows from investing activities |
|||
Interest Received |
541 |
||
Investment in associate |
(9,132) |
||
Payments to acquire intangible assets |
(2,971) |
||
Payments to acquire tangible assets |
(113) |
||
Net cash outflow from in investing activities |
(11,675) |
||
Acquisitions and disposals |
|||
Payments to acquire subsidiaries |
(2) |
||
Net cash outflow from acquisitions and disposals |
(2) |
||
Cash flows from financing activities |
|||
Issue of ordinary share capital |
18,430 |
||
Share issue costs |
(1,159) |
||
Net cash inflow from financing activities |
17,271 |
||
Net increase in cash and cash equivalents |
2,325 |
||
Cash and cash equivalents at beginning of period |
- |
||
Cash and cash equivalents at end of period |
18 |
2,325 |
|
Company Audited Cash Flow Statement for the period ended 31 March 2008
For the period ended 31 March 2008 |
|||
Notes |
$ 000's |
||
Cash flows from operating activities |
|||
Operating Loss |
(1,981) |
||
(Increase) in trade and other receivables |
(1,604) |
||
Increase in trade and other payables |
251 |
||
Share of associates results |
232 |
||
Share options expensed |
487 |
||
Net cash outflow from operating activities |
(2,615) |
||
Cash flows from investing activities |
|||
Interest Received |
608 |
||
Investment in associate |
(9,132) |
||
Loans to subsidiaries |
(3,883) |
||
Net cash outflow from in investing activities |
(12,407) |
||
Acquisitions and disposals |
|||
Payments to acquire subsidiaries |
(2) |
||
Net cash outflow from acquisitions and disposals |
(2) |
||
Cash flows from financing activities |
|||
Issue of ordinary share capital |
18,430 |
||
Share issue costs |
(1,159) |
||
Net cash inflow from financing activities |
17,271 |
||
Net increase in cash and cash equivalents |
2,247 |
||
Cash and cash equivalents at beginning of period |
- |
||
Cash and cash equivalents at end of period |
18 |
2,247 |
|
Statement of Changes in Equity For the period ended 31 March 2008
Called up share capital |
Share premium reserve |
Available for sale investment reserve |
Foreign currency translation reserve |
Share based payment reserve |
Retained earnings |
Total equity |
Minority interest |
Total equity |
|
Group |
$ 000's |
$ 000's |
$ 000's |
$ 000's |
$ 000's |
$ 000's |
$ 000's |
$ 000's |
$ 000's |
As at 2 April 2007 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Loss for the period |
- |
- |
- |
- |
(1,896) |
(1,896) |
(58) |
(1,954) |
|
Currency translation differences |
- |
- |
(50) |
- |
- |
(50) |
- |
(50) |
|
Total recognised income and expense |
- |
- |
(50) |
- |
(1,896) |
(1,946) |
(58) |
(2,004) |
|
Share capital issued |
- |
21,102 |
- |
- |
- |
21,102 |
- |
21,102 |
|
Cost of share issue |
- |
(1,189) |
- |
- |
- |
(1,189) |
- |
(1,189) |
|
Acquisition of subsidiary |
- |
- |
- |
- |
- |
- |
(342) |
(342) |
|
Share based payments |
- |
- |
- |
484 |
- |
484 |
- |
484 |
|
As at 31 March 2008 |
- |
19,913 |
(50) |
484 |
(1,896) |
18,451 |
(400) |
18,051 |
Statement of Changes in Equity continuedFor the period ended 31 March 2008
Called up share capital |
Share premium reserve |
Foreign exchange reserve |
Share based payment reserve |
Retained earnings |
Total equity |
|
Company |
$ 000's |
$ 000's |
$ 000's |
$ 000's |
$ 000's |
$ 000's |
As at 2 April 2007 |
- |
- |
- |
- |
- |
- |
Loss for the year |
- |
- |
- |
- |
(1,373) |
(1,373) |
Currency translation differences |
- |
- |
7 |
- |
- |
7 |
Total recognised income and expense |
- |
- |
7 |
- |
(1,373) |
(1,366) |
Share capital issued |
- |
21,102 |
- |
- |
- |
21,102 |
Cost of share issue |
- |
(1,189) |
- |
- |
- |
(1,189) |
Share based payments |
- |
- |
- |
484 |
- |
484 |
As at 31 March 2008 |
- |
19,913 |
7 |
484 |
(1,373) |
19,031 |
Notes to the Financial Statements for the period ended 31 March 2008 |
|
The preliminary announcement of the results for the period ended 31 March 2008 is an excerpt from the 2008 Annual Report and Accounts on which the Auditors have given an unqualified audit opinion. |
|
1 |
Summary of Significant Accounting Policies |
(a) |
Authorisation of financial statements |
The Group financial statements of Templar Minerals Ltd for the period ended 31 March 2008 were authorised for issue by the Board on 30 September 2008 and the balance sheets signed on the Board's behalf by David Lenigas and Gordon Cassidy. The Company was registered in British Virgin Islands having been incorporated on 2nd April 2007 under the BVI Business Companies Act 2004 with registered number 1396532. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange. |
|
(b) |
Statement of compliance with IFRS |
The Group's and Company's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The principal accounting policies adopted by the Group and Company are set out below. Adoption of standards and interpretations As at the date of authorisation of these financial statements, there were Standards and Interpretations that were in issue but are not yet effective and have not been applied in these financial statements. The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the group or company, except for additional disclosures when the relevant Standards come into effect. |
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(c) |
Basis of preparation |
The consolidated financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis. The financial report is presented in US dollars and all values are rounded to the nearest thousand dollars ($'000) unless otherwise stated. |
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(d) |
Basis of consolidation |
The consolidated financial information incorporates the results of the Company and its subsidiaries (the "Group") using the purchase method. In the consolidated balance sheet, the acquiree's identifiable assets, liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which control is obtained. Inter-company transactions and balances between Group companies are eliminated in full. |
|
Minority interests represent the portion of profit or loss and net assets in subsidiaries that are not held by the Group and are presented separately in the income statement and within equity in the consolidated balance sheet. |
(e) |
Business combinations |
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The acquisition of subsidiaries in a business combination is accounted for using the purchase method. The cost of the acquisition is measured at 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, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 'Non Current Assets Held for Sale and Discontinued Operations', which are recognised and measured at fair value less costs to sell. Where there is a difference between the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities and the cost of the business combination, any excess cost is recognised in the balance sheet as goodwill and any excess net fair value is recognised immediately in the income statement as negative goodwill on acquisition of subsidiary. The interest of minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised. |
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(f) |
Interest in associates |
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An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting except when classified as held for sale. Investments in associates are carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associates, less any impairment in the value of individual investments. Losses of the associates in excess of the Group's interest in those associates are not recognised unless the Group has an obligation to fund such losses. Where a Group company transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate. Losses may provide evidence of an impairment of the asset transferred in which case appropriate provision is made for impairment. |
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(g) |
Revenue |
||||
The Group had no revenue during the period ending 31 March 2008. |
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(h) |
Foreign currencies |
||||
The Company's functional currency is Sterling (£). Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. As at the reporting date the assets and liabilities of these subsidiaries are translated into the presentation currency of Templar Minerals Ltd, which is US Dollar ($), at the rate of exchange ruling at the balance sheet date and their income statements are translated at the average exchange rate for the year. The exchange differences arising on the translation are taken directly to a separate component of equity. All other differences are taken to the income statement with the exception of differences on foreign currency borrowings, which, to the extent that they are used to finance or provide a hedge against foreign equity investments, are taken directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves. |
(i) |
Goodwill and intangible assets |
Intangible assets are recorded at cost less eventual amortisation and provision for impairment in value. Goodwill on consolidation is capitalised and shown within fixed assets. Positive goodwill is subject to an annual impairment review, and negative goodwill is immediately written-off to the income statement when it arises. |
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(j) |
Exploration and development costs |
Exploration and development costs are carried forward in respect of areas of interest where the consolidated entity's rights to tenure are current and where these costs are expected to be recouped through successful development and exploration, or by sale. Alternatively, these costs are carried forward while active and significant operations are continuing in relation to the areas of interest and it is too early to make reasonable assessment of the existence or otherwise of economically recoverable reserves. When the area of interest is abandoned, exploration and evaluation costs previously capitalised are written off to the Income Statement. |
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In accordance with the full cost method, all costs associated with mining development and investment are capitalised on a project-by-project basis pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If a mining development project is successful, the related expenditures will be written-off over the estimated life of the commercial ore reserves on a unit of production basis. Impairment reviews will be carried out regularly by the Directors of the Company. Where a project is abandoned, or is considered to be of no further commercial value to the Company, the related costs will be written off. |
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The recoverability of deferred mining costs and mining interests is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition of recoverable reserves. |
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(k) |
Significant accounting judgments, estimates and assumptions |
(i) Significant accounting estimates and assumptions |
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The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: |
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(ii) Impairment of goodwill and intangibles with indefinite useful lives |
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The Group determines whether goodwill and intangibles with indefinite useful lives are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units to which the goodwill and intangibles with indefinite useful lives are allocated. |
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(iii) Share-based payment transactions |
|
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model. |
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(l) |
Finance costs/revenue |
Borrowing costs are recognised as an expense when incurred. |
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Finance revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. |
(m) |
Cash and cash equivalents |
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Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. |
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For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. |
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(n) |
Trade and other receivables |
|||||||
Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. |
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An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified. |
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(o) |
Investments |
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Investments in subsidiary undertakings are stated at cost less any provision for impairment in value, prior to their elimination on consolidation. |
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(p) |
Financial instruments |
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The Group's financial instruments, other than its investments, comprise cash and items arising directly from its operation such as trade debtors and trade creditors. The Group has overseas subsidiaries in BVI, and Georgia whose expenses are denominated in US Dollars, and Georgian Lari respectively. Market price risk is inherent in the Group's activities and is accepted as such.
|
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There is no material difference between the book value and fair value of the Group's cash. |
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(q) |
Deferred taxation |
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Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the tax computations, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. |
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Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case it is also dealt with in equity. |
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(r) |
Available for sale investment reserve |
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This reserve is used to record the post-tax fair value movements in available for sale investments. |
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(s) |
Share Based payments Reserve |
|||||||
This reserve is used to record the value of equity benefits provided to employees and directors as part of their remuneration and provided to consultants and advisors hired by the Group from time to time as part of the consideration paid. |
(t) |
Foreign Currency Translation Reserve |
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The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. |
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(u) |
Property, plant and equipment |
|||||
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Land is measured at fair value less any impairment losses recognised after the date of revaluation. Depreciation is provided on all tangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates: Plant and Equipment - between 5% and 25% All assets are subject to annual impairment reviews. |
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(v) |
Impairment of assets |
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The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.
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In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease). |
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An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Income Statement unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. |
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(w) |
Trade and other payables |
|||||
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. |
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(x) |
Provisions |
|||||
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable 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. |
||||||
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. |
(y) |
Share-based payment transactions |
(i) Equity settled transactions: |
|
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). |
|
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black-Scholes model. |
|
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Templar Minerals Ltd (market conditions) if applicable. |
|
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period). |
|
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. |
|
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition. |
|
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. |
|
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph. |
|
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 6). |
|
(z) |
Earnings per share |
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. |
|
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: |
|
• costs of servicing equity (other than dividends) and preference share dividends; |
|
• the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and |
|
• other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. |
2 |
Revenue and segmental analysis |
||||||||||
The Group has not commenced production and therefore recorded no revenue. |
|||||||||||
The analysis of the operating loss before taxation and the net assets employed by geographical segment of operations is shown below; |
|||||||||||
By geographical area |
|||||||||||
2008 |
UK/BVI |
Georgia |
Total |
||||||||
$ 000's |
$ 000's |
$ 000's |
|||||||||
Result |
|||||||||||
Operating loss |
(1,983) |
(512) |
(2,495) |
||||||||
Investment revenue |
541 |
- |
541 |
||||||||
Loss before & after tax |
(1,954) |
||||||||||
Other information |
|||||||||||
Depreciation and impairment |
- |
36 |
36 |
||||||||
Capital additions |
- |
5,355 |
5,355 |
||||||||
Assets |
|||||||||||
Segment assets |
8,900 |
5,319 |
14,219 |
||||||||
Financial assets |
1,604 |
201 |
1,805 |
||||||||
Cash |
2,325 |
||||||||||
Consolidated total assets |
18,349 |
||||||||||
Liabilities |
|||||||||||
Segment liabilities |
- |
- |
- |
||||||||
Financial liabilities |
252 |
46 |
298 |
||||||||
Consolidated total liabilities |
298 |
||||||||||
3 |
Operating loss |
||||||
2008 |
|||||||
Operating loss is arrived at after charging: |
$ 000's |
||||||
Auditors' remuneration - audit |
84 |
||||||
Auditors' remuneration - non audit services (accounting advice) |
6 |
||||||
Directors' emoluments - fees and salaries |
354 |
||||||
Directors' emoluments - share based payments |
475 |
||||||
Foreign exchange gain |
(22) |
||||||
Depreciation |
36 |
||||||
Auditors remuneration for audit services above includes $24,000 charges by PWC (Georgia), relating to the audit of the subsidiary companies. |
|||||||
4 |
Employee information |
2008 |
|||||
Staff Costs comprised: |
$ 000's |
||||||
Wages and salaries |
461 |
||||||
Number |
|||||||
Administration |
5 |
||||||
5 |
Taxation |
2008 |
|||||
Analysis of charge in period |
$ 000's |
||||||
Tax on ordinary activities |
- |
||||||
No taxation has been provided due to losses in the year. |
|||||||
The British Virgin Islands under the IBC imposes no corporate taxes or capital gains. However the Company as a group may be liable for taxes in the jurisdictions where it is developing mining properties. |
|||||||
No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against which they can be recovered. |
6 |
Dividends |
||
No dividends were paid or proposed by the Directors. |
7 |
Directors' emoluments |
|
|
||
2008 |
|||||
$ 000's |
|||||
Directors' remuneration |
829 |
||||
2008 |
|||||
|
Directors Fees |
Consultancy Fees |
Shares/ Options |
Total |
|
$ 000's |
$ 000's |
$ 000's |
$ 000's |
||
Executive Directors |
|||||
David Lenigas |
20 |
- |
72 |
92 |
|
Gordon Cassidy (#) |
8 |
5 |
7 |
20 |
|
Paul Courtage (#) |
28 |
32 |
7 |
67 |
|
Non-Executive Directors |
|||||
Neil Herbert |
20 |
68 |
117 |
205 |
|
John Stalker (*) |
20 |
127 |
117 |
264 |
|
Graham Mascall |
20 |
- |
83 |
103 |
|
Guy Elliott (#) |
6 |
- |
72 |
78 |
|
|
122 |
232 |
475 |
829 |
|
(*): Consulting services provided by Promaco Ltd. |
|||||
(#): These Directors were not employed during the full financial year. |
|||||
No pension benefits are provided for any Director. |
8 |
Loss per share |
||||
The Loss for the period attributed to shareholders is $1.896 million. |
|||||
This is divided by the weighted average number of Ordinary shares outstanding calculated to be 409.3million to give a basic loss per share of 0.46 cents. |
|||||
As inclusion of the potential Ordinary shares would result in a decrease in the loss per share they are considered to be anti-dilutive, as such, a diluted earnings per share is not included. |
|||||
9 |
Finance revenue |
2008 |
|||
$ 000's |
|||||
Bank interest receivable |
541 |
||||
10 |
Intangible assets |
||||
Group |
$ 000's |
||||
Cost |
|||||
At 2 April 2007 |
- |
||||
Additions |
5,242 |
||||
As at 31 March 2008 |
5,242 |
||||
Impairment |
|||||
At 2 April 2007 |
- |
||||
Impairment charge |
- |
||||
At 31 March 2008 |
- |
||||
Net book value |
|||||
At 31 March 2008 |
5,242 |
||||
The cost is analysed as follows; |
2008 |
||||
|
$ 000's |
||||
Deferred exploration expenditure |
236 |
||||
Mining licences |
5,006 |
||||
5,242 |
|||||
Impairment Review |
|||||
At 31 March 2008, the Directors have carried out an impairment review and concluded no impairment provision is currently required. |
11 |
Tangible assets |
||||||
Group |
|||||||
Property, plant & equipment |
Total |
||||||
$ 000's |
$ 000's |
||||||
Cost |
|||||||
As at 2 April 2007 |
- |
- |
|||||
Additions |
113 |
113 |
|||||
As at 31 March 2008 |
113 |
113 |
|||||
Depreciation and Impairment |
|||||||
As at 2 April 2007 |
- |
- |
|||||
Depreciation charge for the year |
36 |
36 |
|||||
Impairment charge for the year |
- |
- |
|||||
As at 31 March 2008 |
36 |
36 |
|||||
Net Book Value |
|||||||
As at 31 March 2008 |
77 |
77 |
|||||
Impairment Review |
|||||||
At 31 March 2008, the Directors have carried out an impairment review and concluded no impairment charge was required. |
|||||||
12 |
Interest in associates |
||||||
$ 000's |
|||||||
Group and Company |
|||||||
At 2 April 2007 |
- |
||||||
Investments in associates - cash purchases |
9,132 |
||||||
Share of associates loss for the period |
(232) |
||||||
As at 31 March 2008 |
8,900 |
||||||
The breakdown of the carrying values and fair values at the balance sheet date of the Group's interest in listed associates is as follows: |
||||||||
Carrying Value |
Fair Value |
|||||||
$ 000's |
$ 000's |
|||||||
Vatukoula Gold Mines plc |
8,900 |
24,438 |
||||||
Subsequent to 31 March 2008 the market value of the investment in Vatukoula Gold Mines Plc, has decreased substantially. It is considered that this decrease is a subsequent event that does not require adjustment at 31 March 2008. The market value was $9,206,760 at 24 September 2008. |
||||||||
Details of the Group and Company's associates at 31 March 2008 are as follows: |
||||||||
Name |
Place of Incorporation |
Proportion held |
Date associate interest acquired |
Reporting Date of associate |
Principal activities |
|||
Vatukoula Gold Mines Plc |
UK |
25.80% |
11/10/07 |
29/02/08 |
Gold mining |
|||
13 |
Investment in subsidiaries |
||||||||||
Shares in Group undertakings |
$ 000's |
||||||||||
Company |
|||||||||||
Cost |
|||||||||||
At 2 April 2007 |
- |
||||||||||
Additions |
2 |
||||||||||
As at 31 March 2008 |
2 |
||||||||||
The parent company of the Group holds more than 20% of the share capital of the following subsidiary companies: |
|||||||||||
Company |
Country of Registration |
Proportion held |
Nature of business |
||||||||
Direct |
|||||||||||
Templar Georgia Ltd |
BVI |
100% |
Holding Company |
||||||||
Indirect |
|||||||||||
Via Templar Georgia Ltd |
|||||||||||
Goldencrest Enterprises Ltd |
BVI |
90% |
Holding Company |
||||||||
Via Goldencrest Enterprises Ltd |
|||||||||||
Metalon Georgia LLC |
Georgia |
100% |
Mineral Exploration |
||||||||
14 |
Trade and other receivables |
2008 |
|||
Group $ 000's |
Company $ 000's |
||||
Current trade and other receivables |
|||||
Other debtors |
1,793 |
1,595 |
|||
Prepayments |
12 |
9 |
|||
Total |
1,805 |
1,604 |
|||
Non Current trade and other receivables |
|||||
Loans due from subsidiaries |
- |
6,529 |
|||
The loans from subsidiaries are interest free and have no fixed repayment date. |
15 |
Trade and other payables |
2008 |
|||
|
Group |
Company |
|||
$ 000's |
$ 000's |
||||
Current trade and other payables: |
|||||
Accruals |
298 |
251 |
16 |
Share capital |
||||
Authorised |
$ 000's |
||||
Unlimited Ordinary shares of no par value |
|
- |
|||
Called up, allotted, issued and fully paid |
Number of shares |
Nominal value $ 000's |
|||
Incorporation |
1 |
- |
|||
20 April 2007 for cash at 0.0437p per share |
239,999,999 |
- |
|||
4 May 2007 for cash at 5p per share |
182,750,000 |
- |
|||
11 May 2007 for non-cash consideration at 5p per share |
300,000 |
- |
|||
7 September 2007 for non-cash consideration at 5.3p per share |
25,000,000 |
||||
As at 31 March 2008 |
448,050,000 |
- |
Total share options in issue
During the period ended 31 March 2008, the company granted 43,450,000 options over ordinary shares.
As at 31 March 2008 the unexercised options in issue were;
Exercise Price |
Expiry Date |
Options in Issue 31 March 2008 |
5p |
4 May 2012 |
10,000,000 |
4.13p |
4 January 2018 |
33,450,000 |
43,450,000 |
No options or warrants lapsed or were cancelled and no options or warrants were exercised during the period to 31 March 2008.
17 |
Share Based Payments |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The fair value of the options at grant date has been calculated as follows; Options granted 4 May 2007, 1.8pence per share Options granted 4 January 2008, 2.2pence per share 1. The above share options vest equally over a 3 year period from the date of grant. The options are exercisable at any time after vesting during the Directors period as an eligible employee until the tenth anniversary of grant. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The fair value of the options granted during the period ended 31 March 2008 amounted to $0.484million. The assessed fair value at grant date is determined using the Black-Scholes Model that takes into account the exercise price, the term of the option, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The following table lists the inputs to the models used for the period ended 31 March 2008:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
4 January 2008 issue |
4 May 2007 issue |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend Yield (%) |
- |
- |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Expected Volatility (%) |
65.0 |
59.4 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate (%) |
5.0 |
4.8 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price at grant date (£) |
0.03 |
0.06 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may, not necessarily be the actual outcome. |
18 |
Analysis of changes in net funds |
2008 |
|
Group |
$ 000's |
||
Balance at beginning of period |
- |
||
Change during the period |
2,325 |
||
Balance at the end of the period |
2,325 |
||
19 |
Financial instruments |
||||
The Group uses financial instruments comprising cash, liquid resources and debtors/creditors that arise from its operations. The Group holds cash as a liquid resource to fund the obligations of the Group. The Group's cash balances are held in Sterling, US Dollars, and in Georgian Lari. The Group's strategy for managing cash is to maximize interest income whilst ensuring its availability to match the profile of the Group's expenditure. This is achieved by regular monitoring of interest rates and monthly review of expenditure forecasts. The Company has a policy of not hedging and therefore takes market rates in respect of foreign exchange risk, however it does review its currency exposures on an ad hoc basis. Currency exposures relating to monetary assets held by foreign operations are included within the foreign exchange reserve in the Group Balance Sheet. The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. To date the Group has relied upon equity funding to finance operations. The Directors are confident that adequate cash resources exist to finance operations to commercial exploitation but controls over expenditure are carefully managed. |
|||||
The net fair value of financial assets and liabilities approximates the carrying values disclosed in the financial statements. The currency and interest rate profile of the financial assets is as follows: |
|||||
Cash and short term deposits |
2008 |
||
$ 000's |
|||
Sterling |
1,297 |
||
USD |
950 |
||
Georgian Lari |
78 |
||
At 31 March 2008 |
2,325 |
||
The financial assets comprise cash balances in interest earning bank accounts at call. The financial assets in Sterling currently earn interest at the base rate set by the Bank of England less 0.15% |
20 |
Material non-cash transactions |
||||
On 7 September 2007, the Company issued 25 million ordinary shares at par value to the vendors in part consideration for the acquisition of the 90% interest in Goldencrest Enterprises Ltd, valued at 5.3p per share. |
|||||
21 |
Commitments |
||||
As at 31 March 2008, the Company had entered into the following material commitments: |
|||||
Exploration commitments Ongoing exploration expenditure is required to maintain title to the Group's mineral exploration permits. No provision has been made in the financial statements for these amounts as the expenditure is expected to be fulfilled in the normal course of the operations of the Group. |
22 |
Business combinations |
Acquisition of Goldencrest Enterprises Ltd ("Goldencrest") |
|||
On 3rd September 2007 Templar Minerals Ltd through its subsidiary Templar Georgia Ltd 90% of Goldencrest Enterprises Ltd, a company based in BVI. This transaction has been accounted for by the purchase method of accounting. The fair value of identifiable assets and liabilities of Goldencrest as at the date of acquisition are: |
|||
Book value |
Fair value adjustment |
Fair value |
|
$'000 |
$'000 |
$'000 |
|
Property, plant and equipment |
20 |
- |
20 |
Cash and cash equivalents |
6 |
- |
6 |
Exploration costs & licences |
320 |
4,376 |
4,696 |
346 |
4,376 |
4,722 |
|
Other creditors |
(72) |
- |
(72) |
(72) |
- |
(72) |
|
Fair value of net assets |
4,650 |
||
Consideration: |
|||
Cash paid |
2,000 |
||
Shares issued |
2,650 |
||
4,650 |
|||
The cash outflow on acquisition was as follows; |
|||
Net cash acquired with subsidiary |
(6) |
||
Cash paid |
2,000 |
||
Net cash outflow |
1,994 |
||
23 |
Related party transactions |
||||
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between other related parties are discussed below. During the period, the Company paid consultancy fees of $127,000 to Promaco Ltd, a Company related to John Stalker, Director of Templar Minerals Ltd. This amount was paid under a consultancy services agreement dated 15 September 2007. |
|||||
Remuneration of Key Management Personnel The remuneration of the directors, and other key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS24 Related party Disclosures. |
|||||
2008 |
|||||
$ 000's |
|||||
Short-term employee benefits |
354 |
||||
Share-based payments |
475 |
||||
829 |
|||||
24 |
Post balance sheet events |
||
On 6 August 2008, Neil Herbert resigned as a non-executive director of the company. |
|||
On 12 August 2008, Templar announced it has delayed the purchase of 143,290,000 ordinary shares in Vatukoula Gold Mines Plc, pending legal advice regarding the terms of the agreement between itself and Viso Gero Golbal Inc, which may affect the agreed purchase price. |
|||
25 |
Profit and loss account of the parent company |
||
The profit and loss account of the parent company has not been separately presented in these accounts. The parent company loss for the period was $1.37million. |
Related Shares:
Arc Minerals