23rd May 2013 07:00
Noricum Gold Limited / EPIC: NMG / Sector: Natural Resources
23 May 2013
Noricum Gold Limited ('Noricum Gold' or 'the Company')
Final Results
Noricum Gold Limited, the Austrian focussed gold exploration and development company, is pleased to announce its final results for the year ended 31 December 2012.
Overview
·; Rotgülden Gold & Precious Metal Project in south-central Austria continues to demonstrate strong potential underpinning the management's belief that it is developing an exciting new gold province
·; Four high grade gold and multi-element targets identified along 8km of strike through helicopter-borne geophysical survey and presence of mineralisation confirmed by sampling and mapping
·; Drilling at previously operating mine returned grades of up to 3.1m @ 11.69 g/t of gold ('Au') and 44.2 g/t of silver ('Ag') - drilling planned for 2013 to define a JORC resource at this target
·; Assaying of historic drill core at Rotgülden returned grades of up to 4.60 m @ 14.42 g/t Au and 96.04 g/t Ag. Further review of additional historical data underway
·; Drilling also planned at Altenberg target to test regional mineralisation at depth - bonanza grades of up to 86.4 g/t of gold received from rock chip sampling
·; Attractive exploration target identified at Schonberg Gold & Precious Metal Project with field work due to commence shortly
·; Successful raising of £2.2 million in June 2012
Noricum Gold's Managing Director Greg Kuenzel said, "We are confident that our Rotgülden Gold and Precious Metal Project provides us with unique exposure to a new high grade gold province and we look forward to a productive field season in 2013. This will be characterised by multiple drill campaigns including underground resource drilling at Rotgülden and a surface drill programme designed to test the Altenberg target at depth."
Chairman's Statement
As a result of our 2012 activities, it has become clear that the Rotgülden Gold & Precious Metals Project in south-central Austria ('Rotgülden') has the potential to host an exciting new gold province.
Multiple targets along 8km of strike running through the tenure were identified at Rotgülden by a successful aerial electromagnetic campaign that commenced in April 2012. Follow up sampling returned high grade gold and multi-element results across four main areas and as a result, we are now focussed on testing these areas at depth. With this in mind, our next step is to delineate a JORC compliant resource at the previously producing gold mine and also to strengthen our understanding of the expansive regional mineralisation in order to build value for shareholders.
Rotgülden is one of five 100% owned Austrian assets held by Noricum, and while the majority of our resources have focussed on advancing Rotgülden, we are also pleased to report encouraging results from the Schonberg Gold & Precious Metals Project ('Schonberg') located approximately 100km east of Rotgülden. These positive results led to our decision to increase our land position surrounding Schonberg. We look forward to the summer months, which will signal the start of work at Schonberg, commencing with a systematic soil sampling and geochemistry programme.
Rotgülden
In April 2012, we commenced a helicopter-borne geophysical survey over approximately 599 line-kilometres of VTEM (Versatile Time-Domain Electromagnetic) and magnetics over the Rotgülden tenure. The survey covered approximately 27km and provided data to a depth of more than 200 metres.
40 new targets along 8km of strike running through the licence area were identified by this successful campaign, highlighting the exciting regional potential of our licence area and underpinning our confidence that we are developing a new gold province in Austria. With 10 of these targets considered high priority, we have a significantly larger area of interest than we originally envisaged. As a result, the targets have been grouped by location, and we are excited to commence the 2013 field season with four main areas of interest targeted for initial exploration.
The first of these target areas is Rotgülden, which includes the previously producing underground Rotgülden mine. Although an electromagnetic ('EM') anomaly was detected at the existing underground mine, knowledge of this area was already strong following a 1,350 metre drilling campaign conducted in late 2011. The results of this programme, which was primarily designed to target areas detected by a previous down-hole EM campaign, were released in January 2012. Five holes drilled to depths of between 250 metres and 300 metres yielded results of up to 3.1 metres @ 11.69g/t of gold ('Au') and 44.2 g/t of silver ('Ag') from 173.7 metres, effectively confirming the presence of massive sulphide gold mineralisation typical of the region.
In addition, the EM campaign detected several other anomalies in this zone, which warrant further investigation. To the south east, for example, three consecutive magnetic anomalies have been located on fold hinges within the prospective lithological package, which could represent buried targets related to pyrrhotite mineralisation.
With the presence of high grade mineralisation now confirmed, we are now well placed to delineate a JORC resource at this advanced target. This will be the focus of our forthcoming drill campaign, for which we are fully funded, and will target mineralisation proximal to the workings to a depth of 50-100 metres from current openings. To enable us to choose the final drill placement for current programmes at the Rotgülden target, in December 2012 we reported the completion of an extensive 3D laser scan survey of the underground Rotgülden Mine. The results of this will be integrated with the Company's existing models to provide a more comprehensive picture of the mine and mineralisation.
The Altenberg target, which is located 2.7km south of the previously producing mine and has returned bonanza grades of up to 86.4 g/t Au, 1,011g/t Ag and 4.49% of copper ('Cu') from rock chip sampling, is also a high priority for the Company. During the period, the aerial survey detected multiple targets in the Altenberg area and highlighted the potential for strike extensions, reinforcing our confidence in the region.
One of the most exciting results from the aerial survey was the identification of a large EM anomaly, and associated magnetic anomalies at the Schurfspitze target. This was already on our radar, following the receipt of high grades of up to 37.68 g/t Au and 541 g/t Ag from rock chip sampling in 2011. We believe that the presence of a 400 metre EM conductor is likely to represent the depth extent of the mineralisation at Schurfspitze and another anomaly along strike is likely to be an extension of the mineralisation. The Company believes that two small magnetic anomalies located very close to Schurfspitze represent pyrrhotite rich mineralisation and the larger magnetic anomaly is likely a lithological conductor.
Our final target area, Wandstollen, is a new area previously identified by mapping and sampling conducted by the Company. This was followed up with sampling at the end of 2012 and significant gold mineralisation up to 10.85 g/t was identified. Following this, the Company plans to undertake further geophysics, sampling and mapping to strengthen its understanding of this newly highlighted area.
We have also refocused on the large amounts of historical data available on the Rotgülden project. Subsequent to year end a programme of re-assaying historical drill core provided results including 4.60 m @ 14.42 g/t Au and 96.04 g/t Ag. The availability of historic data, such as that provided by these previously un-sampled drill cores, is invaluable as a cost effective exploration tool. In light of these new results, we are undertaking a complete review of the historical data to help provide better focus for the on-going exploration programme.
Schonberg
Schonberg is located approximately 100km east of Rotgülden and has been the focus of extensive fieldwork, including mapping, sampling, petrology and historic data analysis during the period. The results from this work have highlighted the area as a potential walk-up drill target due to its outstanding prospectivity. In reaction to this, we decided to secure an additional 15 sq km of licences surrounding the area, enlarging the size of the licence area to 37 sq km.
Three main mining districts exist within the tenure, namely Brunngraben, Weissenbach and Adlitz, and work conducted to date has identified an attractive exploration target with up to eight veins across these areas. However, we believe that there is potential for these systems to be linked and comprise one larger system rather than three smaller districts, and that it could extend even further into the Tremmelberg area. As a result, during the period we took 40 dump samples at Schonberg: 12 samples were taken from Brunngraben, 10 from Weissenbach, 16 from Adlitz and 2 samples from Tremmelberg. Although the dumps did not contain much mineralised material and the field team were unable to get fresh material from historical underground workings, highly anomalous gold, silver and copper were noted in several samples with grades of up to 28.6 g/t Au, 44g/t Ag and 3.57% Cu.
Successful results were also obtained from geophysical reconnaissance work and interestingly, significant anomalism was returned across the licence area as a whole despite poor outcrop and few ore grade samples in the dumps being noted by field crews.
Further exploration is planned for Schonberg in Q2 2013, commencing with an extensive soil geochemistry programme. The surficial potential at Schonberg relates to the likelihood that some mineralisation will occur at surface and will trace mineralised trends over the entire strike length. The Company believes there is potential for oxide or near surface weathered mineralisation. Beneath this there exists the potential for deeper sulphide mineralisation which the Company can locate utilising historical maps and present day geophysical readings. Historical data suggests the ore veins at Schonberg could contain grades of up to circa 3.1% Cu, 37.5 g/t Ag and 3.5 g/t Au.
Follow up soil sampling will infill the initial grid of 200 metres by 25 metres spacings, utilising traditional soil sampling analysed to a low level of detection.
Kliening
Having undertaken a drill programme at our Kliening property in 2011 which returned encouraging shallow grade results including 2m @ 4.47 g/t Au, we intend to revisit this target later in the year. Additional sampling and mapping work will be undertaken as well as a further review of historical data.
Corporate
In March 2012 we obtained a quote on the open market of the Frankfurt Stock Exchange. The Company's shares are now trading on the exchange under the symbol 'NOG'.
Financial Review
As an exploration and development company which has no revenue we are reporting a loss for the 12 months ended 31 December 2012 of £790,187 (2011: £596,672).
At the end of June 2012, we were pleased to announce the successful raising of £2 million (after costs) by way of a placing for the future development of Rotgülden and Schonberg. The Group's cash position at the end of the period was £1.6 million and currently stands at £1.3 million.
Outlook
Exploration at Rotgülden continues to generate fantastic high grade widespread gold and multi-element results on a regional scale, indicating the prolific nature of the mineralisation in south-central Austria. This has provided us with a solid basis for growth and we are confident that our forthcoming activities will be value accretive as we define a maiden resource at Rotgülden and anticipate testing the mineralisation at Altenberg at depth. This is a particularly exciting element of our exploration activities due to the fact that modern exploration techniques have not been implemented previously at this area and with reconnaissance work also planned to advance the two further targets at Rotgülden, we are excited to uncover the potential of the wider region.
Finally, I would like to thank both our shareholders and our team for their continued enthusiasm and support.
Marcus Edwards-Jones
Chairman
22 May 2013
For further information please visit www.noricumgold.com or contact:
Greg Kuenzel | Noricum Gold Limited | Company | Tel: 020 3326 1726 |
Ewan Leggat | S. P. Angel Corporate Finance LLP | Nomad & Broker | Tel: 020 3463 2279 |
Laura Littley | S. P. Angel Corporate Finance LLP | Nomad & Broker | Tel: 020 3463 2279 |
Elisabeth Cowell | St Brides Media & Finance Ltd | PR | Tel: 020 7236 1177 |
Frank Buhagiar | St Brides Media & Finance Ltd | PR | Tel: 020 7236 1177 |
BALANCE SHEETS
As at 31 December 2012
Group | Company |
| |||||
Note | 2012 £ | 2011 £ | 2012 £ | 2011 £ | |||
Non-Current Assets | |||||||
Property, plant and equipment | 7 | 5,580 | 8,236 | 5,580 | 8,236 | ||
Intangible assets | 8 | 2,064,512 | 1,738,186 | - | - | ||
Investment in subsidiaries | 9 | - | - | 22,626,966 | 21,986,656 | ||
2,070,092 | 1,746,422 | 22,632,546 | 21,994,892 | ||||
Current Assets | |||||||
Trade and other receivables | 10 | 60,377 | 80,025 | 55,307 | 78,428 | ||
Cash and cash equivalents | 11 | 1,578,584 | 809,587 | 1,567,692 | 678,711 | ||
1,638,961 | 889,612 | 1,622,999 | 757,139 | ||||
Total Assets | 3,709,053 | 2,636,034 | 24,255,545 | 22,752,031 | |||
Current Liabilities | |||||||
Trade and other payables | 12 | 90,592 | 230,565 | 68,984 | 91,225 | ||
Total Liabilities | 90,592 | 230,565 | 68,984 | 91,225 | |||
Net Assets | 3,618,461 | 2,405,469 | 24,186,561 | 22,660,806 | |||
Equity attributable to owners of the Parent | |||||||
Share Capital | 13 | - | - | - | - | ||
Share premium | 13 | 23,674,771 | 21,606,269 | 25,295,014 | 23,226,512 | ||
Reverse acquisition reserve | (18,845,147) | (18,845,147) | - | - | |||
Other reserves | 14 | (48,162) | 512,325 | 79,646 | 551,401 | ||
Retained losses | (1,163,001) | (867,978) | (1,188,099) | (1,117,107) | |||
Total Equity | 3,618,461 | 2,405,469 | 24,186,561 | 22,660,806 | |||
STATEMENTS OF COMPREHENSIVE INCOME
For the year ended 31 December 2012
Group | Company | ||||||
Continuing Operations | Note | Year ended 31 December 2012 £ | Year ended 31 December 2011 £ | Year ended 31 December 2012 £ | Year ended 31 December 2011 £ |
| |
Revenue | - | - | 217,624 | 113,440 |
| ||
Administration expenses | 6,22 | (791,386) | (597,222) | (726,732) | (539,885) |
| |
Other net (losses) / gains | 16 | 681 | - | (57,538) | (39,340) |
| |
Operating Loss | 6,22 | (790,705) | (597,222) | (566,646) | (465,785) |
| |
Finance income | 19 | 518 | 550 | 490 | 465 |
| |
Loss Before Taxation | 6 | (790,187) | (596,672) | (566,156) | (465,320) |
| |
Corporate tax expense | 20 | - | - | - | - |
| |
Loss for the year attributable to Owners of the Parent | (790,187) | (596,672) | (566,156) | (465,320) |
| ||
Other Comprehensive Income: |
| ||||||
Exchange differences on translating foreign operations | (88,732) | (39,076) | - | - |
| ||
Total Comprehensive Income attributable to Owners of the Parent | (878,919) | (635,748) | (566,156) | (465,320) |
| ||
| |||||||
Basic and diluted loss per share (pence) | 21 | (0.12) | (0.12) | (0.09) | (0.09) |
|
GROUP STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 December 2012
Attributable to Owners of the Parent | ||||||||
Share capital £ | Share Premium £ | Other reserves £ | Reverse acquisition reserve £ | Retained losses £ | Total equity £ | |||
As at 1 January 2011 | - | 20,860,819 | 551,401 | (18,845,147) | (271,306) | 2,295,767 | ||
Comprehensive income |
| |||||||
Loss for the year | - | - | - | - | (596,672) | (596,672) |
| |
Other comprehensive income |
| |||||||
Exchange differences on translating foreign operations | - | - | (39,076) | - | - | (39,076) |
| |
Total comprehensive income for the year | - | - | (39,076) | - | (596,672) | (635,748) |
| |
Transactions with owners |
| |||||||
Issue of ordinary shares | - | 750,000 | - | - | - | 750,000 |
| |
Issue costs | - | (42,050) | - | - | - | (42,050) |
| |
Share based payments | - | 37,500 | - | - | - | 37,500 |
| |
Total transactions with owners | - | 745,450 | - | - | - | 745,450 |
| |
As at 31 December 2011 | - | 21,606,269 | 512,325 | (18,845,147) | (867,978) | 2,405,469 |
| |
Comprehensive income as at 1 January 2012 |
| |||||||
Loss for the year | - | - | - | - | (790,187) | (790,187) |
| |
Other comprehensive income |
| |||||||
Exchange differences on translating foreign operations | - | - | (88,732) | - | - | (88,732) |
| |
Total comprehensive income for the year | - | - | (88,732) | - | (790,187) | (878,919) |
| |
Transactions with owners |
| |||||||
Issue of ordinary shares | - | 2,200,000 | - | - | - | 2,200,000 |
| |
Issue costs | - | (186,423) | 23,409 | - | - | (163,014) |
| |
Share based payments | - | 54,925 | - | - | - | 54,925 |
| |
Expired options | - | - | (495,164) | - | 495,164 | - |
| |
Total transactions with owners | - | 2,068,502 | (471,755) | - | 495,164 | 2,091,911 |
| |
As at 31 December 2012 | - | 23,674,771 | (48,162) | (18,845,147) | (1,163,001) | 3,618,461 |
| |
COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 December 2012
Share capital £ | Share Premium £ | Other reserves £ | Retained losses£ | Total equity £ | |
As at 1 January 2011 | - | 22,481,062 | 551,401 | (651,787) | 22,380,676 |
Comprehensive income | |||||
Loss for the year | - | - | - | (465,320) | (465,320) |
Total comprehensive income for the year | - | - | - | (465,320) | (465,320) |
Transactions with owners | |||||
Issue of ordinary shares | - | 750,000 | - | - | 750,000 |
Issue costs | - | (42,050) | - | - | (42,050) |
Share based payments | - | 37,500 | - | - | 37,500 |
Total transactions with owners | - | 745,450 | - | - | 745,450 |
As at 31 December 2011 | - | 23,226,512 | 551,401 | (1,117,107) | 22,660,806 |
Comprehensive income as at 1 January 2012 | |||||
Loss for the year | - | - | - | (566,156) | (566,156) |
Total comprehensive income for the year | - | - | - | (566,156) | (566,156) |
Transactions with owners | |||||
Issue of ordinary shares | - | 2,200,000 | - | - | 2,200,000 |
Issue costs | - | (186,423) | 23,409 | - | (163,014) |
Share based payments | - | 54,925 | - | - | 54,925 |
Expired options | - | - | (495,164) | 495,164 | - |
Total transactions with owners | - | 2,068,502 | (471,755) | 495,164 | 2,091,911 |
As at 31 December 2012 | - | 25,295,014 | 79,646 | (1,188,099) | 24,186,561 |
CASH FLOW STATEMENTS
For the year ended 31 December 2012
Group | Company |
| |||||
Note | 2012 £ | 2011 £ | 2012 £ | 2011 £ | |||
Cash flows from operating activities | |||||||
Operating loss | (790,705) | (597,222) | (566,646) | (465,785) | |||
Adjustments for: | |||||||
Management fee | - | - | (217,624) | (113,440) | |||
Depreciation | 4,136 | 3,317 | 4,136 | 3,317 | |||
Foreign exchange differences on intercompany loans | (88,732) | (39,076) | - | - | |||
Consultancy fees paid in shares | 54,925 | - | 54,925 | - | |||
Consultancy fees cost of shares issued | (45,268) | - | (45,268) | - | |||
Decrease / (increase) in trade and other receivables | 19,648 | (46,490) | 23,121 | (49,919) | |||
(Decrease) / increase in trade and other payables | (139,972) | 120,192 | (22,241) | (19,148) | |||
Net cash used in operations | (985,968) | (559,279) | (769,599) | (644,975) | |||
Cash flows from investing activities | |||||||
Interest received | 518 | 550 | 490 | 465 | |||
Purchase of property, plant & equipment | (1,481) | (9,554) | (1,481) | (9,554) | |||
Loans granted to subsidiary undertakings | - | - | (422,685) | (931,067) | |||
Exploration and evaluation activities | (326,326) | (886,152) | - | - | |||
Net cash used in investing activities | (327,289) | (895,156) | (423,676) | (940,156) | |||
Cash flows from financing activities | |||||||
Proceeds from issue of shares | 2,200,000 | 750,000 | 2,200,000 | 750,000 | |||
Cost of share issue | (117,746) | (42,050) | (117,746) | (42,050) | |||
Net cash used in financing activities | 2,082,254 | 707,950 | 2,082,254 | 707,950 | |||
Net increase / (decrease) in cash and cash equivalents | 768,997 | (746,485) | 888,981 | (877,181) | |||
Cash and cash equivalents at beginning of period | 809,587 | 1,556,072 | 678,711 | 1,555,892 | |||
Cash and cash equivalents at end of year |
11 | 1,578,584 | 809,587 | 1,567,692 | 678,711 | ||
Significant Non Cash Transactions
On 28 June 2012 the Company issued 5,492,487 new ordinary shares of no par value to various consultants of the Company, in lieu of fees, at a price of 1p per share.
Notes to the Financial Statements
1. General Information
The principal activity of Noricum Gold Limited ("the Company") and its subsidiaries (together "the Group") is the exploration and development of precious and base metals. The Company's shares are traded on AIM, a market operated by the London Stock Exchange. The Company is incorporated in the British Virgin Islands and domiciled in the United Kingdom.
The address of its registered office is Craigmuir Chambers, PO Box 71, Road Town, Tortola, BVI.
2. Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.
2.1 Basis of Preparation of Financial Statements
The Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) to companies reporting under IFRS, and IFRIC interpretations. The Consolidated Financial Statements have been prepared under the historical cost convention.
The Financial Statements are presented in Pounds Sterling rounded to the nearest pound.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed in Note 4.
2.2 Changes in accounting policy and disclosures
(a) New and amended standards, and interpretations mandatory for the first time for the financial year beginning 1 January 2012 but not currently relevant to the Group
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 1 January 2012 that would be expected to have a material impact on the Company.
(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2012 and not early adopted
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2012, and have not been applied in preparing these Financial Statements. None of these is expected to have a significant effect on the financial statements of the Company, except the following set out below:
IFRS 7, 'Financial instruments: Disclosures' was amended in October 2012 for the transfer of financial assets. These amendments are as part of the IASB's comprehensive review of off Statement of Financial Position activities. The amendments promote transparency in the reporting of transfer transactions and improve users' understanding of the risk exposures relating to transfers of financial assets and the effect of those risks on an entity's financial position, particularly those involving securitisation of financial asset.
Amendments to IAS 12, 'Income Taxes' on deferred tax. Currently IAS 12 requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. It can be difficult and subjective to assess whether recovery will be through use or through sale when the asset is measured using the fair value model in IAS 40 Investment Property. Hence this amendment introduces an exception to the existing principle for the measurement of deferred tax assets or liabilities arising on investment property measured at fair value. As a result of the amendments, SIC 21, 'income taxes - recovery of revalued non-depreciable assets', would no longer apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC 21, which is accordingly withdrawn. The Company is yet to assess the full impact of the amendments.
Amendment to IAS 1, 'Financial statement presentation' regarding other comprehensive income. The main change resulting from these amendments is a requirement for entities to group items presented in 'other comprehensive income' (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The amendments do not address which items are presented in OCI.
IAS 19, 'Employee benefits', was amended in June 2011. The amendments eliminate the option to defer the recognition of gains and losses, known as the "corridor method"; streamline the presentation of changes in assets and liabilities arising from defined benefit plans, including requiring re-measurements to be presented in other comprehensive income; and enhance the disclosure requirements for defined benefit plans, providing better information about the characteristics of defined benefit plans and the risks that entities are exposed to through participation in those plans. The impact on the Company will be as follows: to immediately recognise all past service costs; and to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability (asset). The Company is yet to assess the full impact of the amendments.
IFRS 7, 'Financial Instruments: Disclosures' was amended for asset and liability offsetting. This amendment requires disclosure of information that will enable users of financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entity's recognised financial assets and recognised financial liabilities, on the entity's financial position. The amendment is effective for the accounting period beginning on or after 1 January 2013, subject to endorsement by the EU.
IFRS 10, 'Consolidated financial statements', builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The Company is yet to assess IFRS 10's full impact and intends to adopt IFRS 10 no later than the accounting period beginning on or after 1 January 2013.
IFRS 11, 'Joint Arrangements' provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. There are two types of joint arrangement; joint operations and joint ventures. Joint operations arise where a joint operator has rights to the assets and obligations relating to the arrangement and therefore accounts for its share of assets, liabilities, revenue and expenses. Joint ventures arise where the joint venture has rights to the net assets of the arrangement and therefore equity accounts for its interest. Proportional consolidation of joint ventures is no longer allowed. The Company is yet to assess IFRS 11's full impact and intends to adopt IFRS 11 no later than the accounting period beginning on or after 1 January 2013.
IFRS 12, 'Disclosures of interests in other entities', includes the disclosure requirements for all forms of interests in entities, including joint arrangements, associates, special purpose vehicles and other off Statement of Financial Position vehicles. The Company is yet to assess IFRS 12's full impact and intends to adopt IFRS 12 no later than the accounting period beginning on or after 1 January 2013.
Amendments to IFRS 10, 'Consolidated Financial Statements', IFRS 11, 'Joint Arrangements and IFRS 12, 'Disclosure of Interests in Other Entities', provide additional transition relief to IFRSs 10,11 and 12 by limiting the requirement to provide adjusted comparative information to only the preceding comparative period. For disclosures related to unconsolidated structured entities, the amendments will remove the requirement to present comparative information for periods before IFRS 12 is first applied. The Company is yet to assess the full impact of these amendments and intends to adopt the amended standards no later than the accounting period beginning on or after 1 January 2013, subject to endorsement by the EU.
IFRS 13, 'Fair value measurement', aims to provide consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRS and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards with IFRSs or US GAAP.
IAS 27, 'Separate Financial Statements', replaces the current version of IAS 27, 'Consolidated and Separate Financial Statements' as a result of the issue of IFRS 10. The revised standard includes the requirements relating to separate financial statements. The Company is yet to assess full impact of the revised standard and intends to adopt IAS 27 (revised) no later than the accounting period beginning on or after 1 January 2013.
IAS 28, 'Investments in Associates and Joint Ventures', replaces the current version of IAS 28,'Investments in Associates', as a result of the issue of IFRS 11. The revised standard includes the requirements for associates and joint ventures that have to be equity accounted following the issue of IFRS 1. The Company is yet to assess full impact of the revised standard and intends to adopt IAS 28 (revised) no later than the accounting period beginning on or after 1 January 2013.
IFRIC 20, 'Stripping Costs in the Production Phase of a Surface Mine', clarifies when production stripping should lead to the recognition of an asset and how that asset should be measured, both initially and in subsequent periods. The interpretation may require the Company to write off existing stripping assets to opening retained earnings if the assets cannot be attributed to an identifiable component of an ore body. However, the Company is yet to assess IFRIC 20's full impact and intends to adopt IFRIC 20 no later than the accounting period beginning on or after 1 January 2013.
IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics for the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Company is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 no later than the accounting period beginning on or after 1 January 2015, subject to endorsement by the EU. The Company will also consider the impact of the remaining phases of IFRS 9 when completed by the Board.
Amendments to IAS 32, 'Financial Instruments: Presentation', add application guidance to address inconsistencies identified in applying some of the criteria when offsetting financial assets and financial liabilities. This includes clarifying the meaning of "currently has a legally enforceable right of set-off" and that some gross settlement systems may be considered equivalent to net settlement. The Company is yet to assess the full impact of the amendments to IAS 32 and intends to adopt the amended standard no later than the accounting period beginning on or after 1 January 2014.
'Annual Improvements 2009 - 2011 Cycle' sets out amendments to various IFRSs as follows:
An amendment to IFRS 1, 'First-time Adoption' clarifies whether an entity may apply IFRS 1:
·; if the entity meets the criteria for applying IFRS 1 and has applied IFRS 1 in a previous reporting period; or
·; if the entity meets the criteria for applying IFRS 1 and has applied IFRSs in a previous reporting period when IFRS 1 did not exist. The amendment to IFRS 1 also addresses the transitional provisions for borrowing costs relating to qualifying assets for which the commencement date for capitalization was before the date of transition to IFRSs.
An amendment to IAS 1, 'Presentation of Financial Statements' clarifies the requirements for providing comparative information:
·; for the opening Statement of Financial Position when an entity changes accounting policies, or makes retrospective restatements or reclassifications; and
·; when an entity provides Financial Statements beyond the minimum comparative information requirements.
An amendment to IAS 16, 'Property, Plant and Equipment' addresses a perceived inconsistency in the classification requirements for servicing equipment.
An amendment to IAS 32, 'Financial Instruments: Presentation' addresses perceived inconsistencies between IAS 12, 'Income Taxes' and IAS 32 with regard to recognizing the consequences of income tax relating to distributions to holders of an equity instrument and to transaction costs of an equity transaction.
An amendment to IAS 34, 'Interim Financial Reporting' clarifies the requirements on segment information for total assets and liabilities for each reportable segment.
The Company is yet to assess the full impact of these amendments and intends to adopt the amended standards no later than the accounting period beginning on or after 1 January 2013, subject to endorsement by the EU.
Amendments to IFRS 10, 'Consolidated Financial Statements', IFRS 12, 'Disclosure of Interests in Other Entities' and IAS 27, 'Separate Financial Statements', define an investment entity and introduce an exception to consolidating particular subsidiaries for investment entities. These amendments require an investment entity to measure those subsidiaries at fair value through profit or loss in accordance with IFRS 9, 'Financial Instruments', in its consolidated and separate financial statements. The amendments also introduce new disclosure requirements for investment entities in IFRS 12 and IAS 27. The Company is yet to assess the full impact of these amendments and intends to adopt the amended standards no later than the accounting period beginning on or after 1 January 2014, subject to endorsement by the EU.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
2.3 Basis of Consolidation
The Group Financial Statements consolidate the Financial Statements of Noricum Gold Limited and the management accounts of all of its subsidiary undertakings made up to 31 December 2012.
Subsidiaries are entities over which the Group has control. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
The acquisition by Noricum Gold Limited of Kibe Investments No. 2 Limited was accounted for under reverse acquisition accounting.
The following accounting treatments were applied in respect of the reverse acquisition:
·; The assets and liabilities of the legal subsidiary, Kibe Investments No. 2 Limited, were recognised and measured in the consolidated financial statements at their pre-combination carrying amounts, without restatement to fair value;
·; The equity structure appearing in the consolidated financial statements reflects the equity structure of the legal parent, Noricum Gold Limited, including the equity instruments issued to effect the business combination;
·; Where necessary, adjustments were made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All significant intercompany transactions and balances between Group enterprises were eliminated on consolidation.
2.4 Going Concern
The Group's business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman's Report on page 3. In addition, Note 3 to the Financial Statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.
The Financial Statements have been prepared on a going concern basis. Although the Group's assets are not generating revenues and an operating loss has been reported, the Directors believe that the Group has sufficient funds to undertake its operating activities over the next 12 months from the date of approval of these Financial Statements. The Group has financial resources which, the Directors believe, will be sufficient to fund the Group's committed expenditure both operationally and on various exploration projects for this time period. However, in order to complete other exploration work over the life of existing projects and as additional projects are identified additional funding will be required. The amount of funding is unforeseen at the point of approval of these Financial Statements and the Group will be required to raise additional funds either via an issue of equity or through the issuance of debt. The Directors are confident that funds will be forthcoming if and when they are required. Should additional funding not be forthcoming the Directors have agreed, if circumstances require, to defer payment of their fees until such time as adequate funding is received.
The Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Group and Company financial statements.
2.5 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions. No revenue is currently being generated.
Segment results, include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
2.6 Foreign Currencies
(a) Functional and presentation currency
Items included in the Financial Statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the parent entity is Sterling and the functional currency of the BVI subsidiary is US Dollars and the functional currency of the Austrian subsidiary is Euros. The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the Company's functional and Group's presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in other comprehensive income.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
·; assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
·; income and expenses for each statement of comprehensive income presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
·; all resulting exchange differences are recognised in other comprehensive income where material.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the profit or loss as part of the gain or loss on sale.
2.7 Intangible assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost.
Exploration and evaluation assets are assessed for impairment annually or when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas.
Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities of that unit, the associated expenditures are written off to the income statement.
2.8 Plant and Equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:
Computer equipment - 20 - 50% straight line
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Administrative Expenses' in the income statement.
2.9 Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).
Non-financial assets that suffered impairment (except goodwill) are reviewed for possible reversal of the impairment at each reporting date.
2.10 Financial Assets
Classification
The Group has classified all of its financial assets as loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets. The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet.
Recognition and measurement
Loans and receivables are initially recognised at fair value plus transaction costs and are subsequently carried at amortised cost using the effective interest method.
Impairment
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. A financial asset, or a group of financial assets, is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"), and that loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets, that can be reliably estimated.
The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:
·; significant financial difficulty of the issuer or obligor;
·; a breach of contract, such as a default or delinquency in interest or principal repayments.
The amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced, and the loss is recognised in the income statement.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the income statement.
2.11 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.12 Taxation
Current tax is the tax currently payable based on the taxable profit for the year. Tax is recognised in other comprehensive income, except to the extent that it relates to items recognised in equity. In this case, the tax is also recognised in equity.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates that have been substantively enacted by the end of the reporting period and are expected to apply to the period when the asset is realised or the liability is settled.
Deferred tax assets and liabilities are not discounted.
2.13 Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2.14 Share Based Payments
The Group operates a number of equity-settled, share-based schemes, under which the entity receives services from employees or third party suppliers as consideration for equity instruments (shares, options and warrants) of the Group. The Group may also issue warrants to share subscribers as part of a share placing. The fair value of the equity-settled share based payments is recognised as an expense in the income statement or charged to equity depending on the nature of the service provided or instrument issued. The total amount to be expensed or charged in the case of options is determined by reference to the fair value of the options granted:
·; including any market performance conditions;
·; excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and
·; including the impact of any non-vesting conditions (for example, the requirement for employees to save).
In the case of shares and warrants the amount charged to the share premium account is determined by reference to the fair value of the services received if available. If the fair value of the services received is not determinable the shares are valued by reference to the market price and the warrants are valued by reference to the fair value of the warrants granted as described previously.
Non-market vesting conditions are included in assumptions about the number of options or warrants that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the income statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.
When the warrants or options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the warrants or options are exercised.
2.15 Trade Payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.
The Group and Company have no other financial liabilities.
2.16 Operating leases
Leases of assets under which a significant amount of the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Operating lease payments are charged to the income statement on a straight-line basis over the period of the respective leases.
2.17 Finance Income
Interest income is recognised on a time proportion basis, taking into account the principal amounts outstanding and the interest rates applicable.
2.18 Investments
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
2.19 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.
3. Financial Risk Management
3.1 Financial Risk Factors
The Group's activities expose it to a variety of financial risks: market risk (including currency risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.
Market Risk
(a) Foreign currency risks
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro against the UK pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group negotiates all material contracts for activities in relation to its subsidiary in Euros. The Group has not sensitised the figures for fluctuations in foreign exchange rates as the Directors are of the opinion that these fluctuations would not have a significant impact on the financial statements of the Group at the present time. The Directors will continue to assess the effect of movements in exchange rates on the Group's financial operations and initiate suitable risk management measures where necessary.
(b) Price risk
The Group is not exposed to commodity price risk as a result of its operations, which are still in the exploration phase. The Directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.
The Group has no exposure to equity securities price risk, as it has no listed equity investments.
(c) Interest rate risk
As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group's interest rate risk arises from its cash held on short-term deposit, which is not significant.
Credit Risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables.
The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board. No credit limits were exceeded during the reporting period, and management does not expect any losses from non-performance by these counterparties.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.
Liquidity Risk
In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.
3.2 Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to provide returns for shareholders and to enable the Group to continue its exploration and evaluation activities. The Group has no debt at 31 December 2012 and defines capital based on the total equity of the Company being £3,618,461. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.
4. Critical Accounting Estimates and Judgements
The preparation of the Group Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Significant items subject to such estimates and assumptions include, but are not limited to:
Impairment of exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31 December 2012 of £2,064,512 (2011: £1,738,186), refer to note 8 for more information. Such assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only depreciated once extraction of the resource commences. Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in note 2.7. Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned during the year warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration the expected costs of extraction, long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside a decision will be made to discontinue exploration. The Directors have reviewed the estimated value of each project prepared by management and have concluded that no impairment charge is necessary.
Share based payment transactions
The Group has made awards of options and warrants over its unissued share capital to certain Directors and employees as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and to suppliers for various services received.
The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in note 15.
5. Segmental Information
The Group operates in two geographical areas, the UK and Austria. The Company operates in one geographical area, the UK. Activities in the UK are mainly administrative in nature whilst activities in Austria relate to exploration and evaluation work. The reports used by the chief operating decision maker are based on these geographical segments.
The Group had no turnover during the year ended 31 December 2012 or 2011. The Company generated revenue of £217,624 during the year ended 31 December 2012 (31 December 2011: £113,440).
2012 | Austria £ | UK £ | Total £ |
Administrative expenses | (63,648) | (727,738) | (791,386) |
Other net (losses)/gains | - | 681 | 681 |
Loss from operations per reportable segment | (63,648) | (727,057) | (790,705) |
Depreciation | - | 4,136 | 4,136 |
Additions to non-current assets | 326,326 | (2,656) | 323,670 |
Reportable segment assets | 2,080,466 | 1,628,587 | 3,709,053 |
Reportable segment liabilities | (21,608) | (73,984) | (95,592) |
Segment assets and liabilities are allocated based on geographical location.
2011 | Austria £ | UK £ | Total £ |
Administrative expenses | (56,698) | (540,524) | (597,222) |
Other net (losses)/gains | - | - | - |
Loss from operations per reportable segment | (56,698) | (540,524) | (597,222) |
Depreciation | - | 3,317 | 3,317 |
Additions to non-current assets | 923,652 | 9,554 | 933,206 |
Reportable segment assets | 1,870,650 | 765,384 | 2,636,034 |
Reportable segment liabilities | (139,340) | (91,225) | (230,565) |
A reconciliation of adjusted loss from operations per reportable segment to profit/(loss) before tax is provided as follows:
2012 £ | 2011 £ | |
Loss from operation per reportable segment | (790,705) | (597,222) |
- Finance Income | 518 | 550 |
Loss for the year before taxation | (790,187) | (596,672) |
6. Operating Loss
The operating loss is stated after charging: | Group | Company | ||
2012 £ | 2011 £ | 2012 £ | 2011 £ | |
Fees payable to the Company's auditors for the audit of the Parent Company and consolidated accounts | 15,000 | 15,000 | 15,000 | 15,000 |
Fees payable to the Company's auditors for tax and other services | 1,000 | 1,000 | 1,000 | 1,000 |
Net foreign exchange losses | - | - | 57,539 | 39,340 |
Operating lease rentals | 36,000 | 36,000 | 36,000 | 36,000 |
Depreciation | 4,137 | 3,317 | 4,137 | 3,317 |
7. Property, Plant and Equipment
Group | Company | ||
Computer equipment £ | Computer equipment £ | ||
Cost | |||
As at 1 January 2011 | 2,298 | 2,298 | |
Additions | 9,554 | 9,554 | |
As at 31 December 2011 | 11,852 | 11,852 | |
Additions | 1,481 | 1,481 | |
As at 31 December 2012 | 13,333 | 13,333 | |
Depreciation | |||
As at 1 January 2011 | 299 | 299 | |
Charge for the year | 3,317 | 3,317 | |
As at 31 December 2011 | 3,616 | 3,616 | |
Charge for the year | 4,137 | 4,137 | |
As at 31 December 2012 | 7,753 | 7,753 | |
Net book value as at 1 January 2011 | 1,999 | 1,999 | |
Net book value as at 31 December 2011 | 8,236 | 8,236 | |
Net book value as at 31 December 2012 | 5,580 | 5,580 |
8. Intangible Assets
Group | ||
Exploration & Evaluation Assets at Cost and Net Book Value | 2012 £ | 2011 £ |
Balance as at 1 January | 1,738,186 | 814,534 |
Additions | 326,326 | 923,652 |
As at 31 December | 2,064,512 | 1,738,186 |
Exploration and evaluation assets are acquired.
Exploration projects in Austria are at an early stage of development and no JORC (Joint Ore Reserves Committee) or non-JORC compliant resource estimates are available to enable value in use calculations to be prepared. The Directors therefore undertook an assessment of the following areas and circumstances which could indicate the existence of impairment:
·; The Group's right to explore in an area has expired, or will expire in the near future without renewal.
·; No further exploration or evaluation is planned or budgeted for.
·; A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves.
·; Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.
Following their assessment the Directors concluded that no impairment of exploration and evaluation assets was necessary during the year ended 31 December 2012.
9. Investments in Subsidiary Undertakings
Company | ||
2012 £ | 2011 £ | |
Shares in Group Undertakings | ||
At 1 January | 20,850,000 | 20,850,000 |
Additions | - | - |
Disposals | - | - |
At 31 December | 20,850,000 | 20,850,000 |
Loans to Group undertakings | 1,776,966 | 1,136,656 |
Total | 22,626,966 | 21,986,656 |
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.
Details of Subsidiary Undertakings
Name of subsidiary | Place of establishment | Parent company | Registered capital | Share capital held | Principal activities |
Kibe Investments No.2 Limited | British Virgin Islands | Noricum Gold Limited | Ordinary shares US$12 | 100% | Dormant |
Noricum Gold AT GmbH | Austria | Kibe Investments No.2 Limited | Ordinary shares €35,000 | 100% | Exploration |
10. Trade and Other Receivables
Group | Company | ||||
2012 £ | 2011 £ | 2012 £ | 2011 £ | ||
VAT receivable | 28,624 | 26,610 | 23,594 | 26,610 | |
Prepayments | 26,794 | 52,915 | 26,754 | 51,318 | |
Other receivables | 4,959 | 500 | 4,959 | 500 | |
60,377 | 80,025 | 55,307 | 78,428 |
Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above.
The carrying amounts of the Group and Company's trade and other receivables are denominated in the following currencies:
Group | Company | |||||
2012 £ | 2011 £ | 2012 £ | 2011 £ | |||
UK Pounds | 55,307 | 78,428 | 55,307 | 78,428 | ||
Euros | 5,070 | 1,597 | - | - | ||
60,377 | 80,025 | 55,307 | 78,428 | |||
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.
11. Cash and Cash Equivalents
Group | Company | ||||
2012 £ | 2011 £ | 2012 £ | 2011 £ | ||
Cash at bank and on hand | 1,578,584 | 809,587 | 1,567,692 | 678,711 |
All of the Group's cash at bank is held with institutions with an AA credit rating.
12. Trade and Other Payables
Group | Company | ||||
2012 £ | 2011 £ | 2012 £ | 2011 £ | ||
Trade payables | 34,465 | 104,359 | 16,503 | 44,583 | |
VAT payable | - | 77,789 | - | - | |
Accrued expenses | 53,558 | 47,775 | 52,331 | 46,492 | |
Other payables | 2,569 | 642 | 150 | 150 | |
90,592 | 230,565 | 68,984 | 91,225 |
13. Share Capital
On 15 December 2010 the shareholders approved the removal of the Company's authorised share capital and so there is no limit on the number of shares the Company is authorised to issue. On that date the shareholders also approved the removal of the nominal value of the shares, as permitted under local company legislation.
Issued share capital
Group | Number of shares | Ordinary shares £ | Share premium £ | Total £ |
At 1 January 2011 | 497,234,156 | - | 20,860,819 | 20,860,819 |
Issue of new shares - 8 December 2011(1) | 31,500,000 | - | 745,450 | 745,450 |
At 31 December 2011 | 528,734,156 | - | 21,606,269 | 21,606,269 |
Issue of new shares - 28 June 2012 (2) | 225,492,487 | - | 2,068,502 | 2,068,502 |
At 31 December 2012 | 754,226,643 | - | 23,674,771 | 23,674,771 |
Company | Number of shares | Ordinary shares £ | Share premium £ | Total £ |
At January 2011 | 497,234,156 | - | 22,481,062 | 22,481,062 |
Issue of new shares - 8 December 2011(1) | 31,500,000 | - | 745,450 | 745,450 |
At 31 December 2011 | 528,734,156 | - | 23,226,512 | 23,226,512 |
Issue of new shares - 28 June 2012 (2) | 225,492,487 | - | 2,068,502 | 2,068,502 |
At 31 December 2012 | 754,226,643 | - | 25,295,014 | 25,295,014 |
(1) Includes issue costs of £42,050
(2) Includes issue costs of £186,423
14. Other Reserves
Group | Company | ||||
2012 £ | 2011 £ | 2012 £ | 2011 £ | ||
Share Option Reserve | 79,646 | 551,401 | 79,646 | 551,401 | |
Foreign Currency Translation Reserve | (127,808) | (39,076) | - | - | |
(48,162) | 512,325 | 79,646 | 551,401 |
15. Share Based Payments
Warrants outstanding and exercisable at the end of the year have the following expiry dates and exercise prices:
Shares | |||||
Grant date | Expiry date | Exercise price in £ per share | 2012 | 2011 | |
17 December 2010 | 13 June 2012 | 0.03 | - | 18,538,600 | |
17 December 2010 | 16 December 2012 | 0.03 | - | 2,000,000 | |
17 December 2010 | 16 December 2012 | 0.04 | - | 15,000,000 | |
17 December 2010 | 16 December 2013 | 0.04 | 5,381,745 | 5,381,745 | |
28 June 2012 | 3 July 2014 | 0.01 | 13,255,000 | - | |
18,636,745 | 40,920,345 |
The warrants are exercisable starting immediately from the date of grant and lapse on the second or third anniversary of the date of grant. The weighted average life of the warrants as at 31 December 2012 is 16 months (31 December 2011: 10 months). The Company or Group has no legal or constructive obligation to settle or repurchase the options in cash.
The fair value of the warrants was determined using the Black Scholes valuation model. The parameters used are detailed below:
2012 Warrants | 2010 Warrants | |
Granted on: | 4/7/12 | 17/12/10 |
Life (years) | 2 years | 3 years |
Risk free rate | 2.25% | 2.31% |
Expected volatility | 16% | 13% |
Expected dividend yield | - | - |
Marketability discount | 20% | 20% |
Total fair value (£000) | 23 | 56 |
The risk free rate of return is based on zero yield government bonds for a term consistent with the option life.
The movement of options and warrants granted over the year to 31 December 2012 is shown below:
2012 | 2011 | ||||
Number | Weighted average exercise price (£) | Number | Weighted average exercise price (£) | ||
Outstanding as at 1 January | 40,920,345 | 0.035 | 40,920,345 | 0.035 | |
Cancelled | - | - | (9,270,000) | 0.035 | |
Granted | 13,255,000 | 0.010 | 9,270,000 | 0.035 | |
Expired | (35,538,600) | 0.034 | - | - | |
Outstanding as at 31 December | 18,636,745 | 0.019 | 40,920,345 | 0.035 | |
Exercisable at 31 December | 18,636,745 | 0.019 | 40,920,345 | 0.035 |
2012 | 2011 | |||||||
Range of exercise prices (£) | Weighted average exercise price (£) | Number of shares | Weighted average remaining life expected (years) | Weighted average remaining life contracted (years) | Weighted average exercise price (£) | Number of shares | Weighted average remaining life expected (years) | Weighted average remaining life contracted (years) |
0.01 - 0.03 | 0.01 | 13,255,000 | 1.50 | 1.50 | 0.03 | 20,538,600 | 0.83 | 0.83 |
0.04 | 0.04 | 5,381,745 | 0.96 | 0.96 | 0.04 | 20,381,745 | 1.21 | 1.21 |
No options or warrants were exercised during the period. The total fair value charged to the statement of comprehensive income for the year ended 31 December 2012 was £nil (2011: £ nil).
16. Other (losses)/gains - Net
Group | Company | ||||
2012 £ | 2011 £ | 2012 £ | 2011 £ | ||
Net foreign exchange (losses) | 681 | - | (57,538) | (39,340) |
17. Employees
The Group had no full time employees during the year. The Directors and Company Secretary provided professional services as required on a part-time basis. Details of Directors' remuneration are disclosed in Note 18.
18. Directors' Remuneration
Directors' Fees | Options Issued | Total |
| ||||||
| 2012 £ | 2011 £ | 2012 £ | 2011 £ | 2012 £ | 2011 £ | |||
Executive Directors | |||||||||
Gregory Kuenzel | 83,333 | 83,333 | - | - | 83,333 | 83,333 | |||
Jeremy Whybrow | 87,000 | 24,000 | - | - | 87,000 | 24,000 | |||
Non-executive Directors | |||||||||
Marcus Edwards-Jones | 24,000 | 24,000 | - | - | 24,000 | 24,000 | |||
Edward McDermott (1) | - | 12,000 | - | - | - | 12,000 | |||
Roderick McIllree | 14,447 | - | - | - | 14,447 | - | |||
208,780 | 143,333 | - | - | 208,780 | 143,333 | ||||
(1) Compensation for loss of office
No pension benefits are provided for any Director.
19. Finance Income
Group | Company | ||||
2012 £ | 2011 £ | 2012 £ | 2011 £ | ||
Net finance income | 518 | 550 | 490 | 465 |
20. Taxation
The tax on the Group's loss before taxation differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows:
Group | Company | ||||
2012 £ | 2011 £ | 2012 £ | 2011 £ | ||
Loss before tax | (790,187) | (596,672) | (566,156) | (465,320) | |
Tax at the applicable rate of 16.5% (2011: 17.17%) | (130,381) | (102,449) | (93,416) | (79,895) | |
Expenditure not deductible for tax purposes | 1,273 | 14,820 | 1,273 | 802 | |
Net tax effect of losses carried forward | 129,108 | 87,629 | 92,143 | 79,093 | |
Tax charge | - | - | - | - |
No charge to taxation arises due to the losses incurred.
The weighted average applicable tax rate off 16.5% (2011: 17.17%) used is a combination of the 24.5% standard rate of corporation tax in the UK, 25% Austrian corporation tax and 0% BVI corporation tax.
The Group has tax losses of approximately £1,580,258 (2011: £797,785) available to carry forward against future taxable profits. The Company has tax losses of approximately £1,286,868 (2011: £728,427) available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilised.
21. Loss per Share
Group
The calculation of the total basic loss per share of 0.12 pence (2011: 0.12 pence) is based on the loss attributable to equity owners of the parent company of £790,187 (2011: £596,672) and on the weighted average number of ordinary shares of 643,944,798 (2011: 499,305,388) in issue during the period.
Company
The calculation of the total basic loss per share of 0.09 pence (2011: 0.09 pence) is based on the loss attributable to equity owners of the Company of £566,156 (2011: £465,320) and on the weighted average number of ordinary shares of 643,944,798 (2011: 499,305,388) in issue during the period.
In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options or warrants would be to decrease the loss per share. Details of share options that could potentially dilute earnings per share in future periods are set out in Note 15.
22. Expenses by Nature
Group | Company | ||||
2012 £ | 2011 £ | 2012 £ | 2011 £ | ||
Directors' fees | 208,780 | 143,333 | 208,780 | 143,333 | |
Intergroup fees | - | - | (217,624) | (113,440) | |
Establishment expenses including rent | 164,447 | 169,614 | 135,699 | 131,801 | |
(Gain) / loss on foreign exchange | (681) | - | 57,538 | 39,340 | |
Travel and subsistence expenses | 82,283 | 56,151 | 78,222 | 44,320 | |
AIM related costs including Public Relations | 206,859 | 136,984 | 185,023 | 136,984 | |
Other expenses | 129,017 | 91,140 | 119,008 | 83,447 | |
Total operating expenses | 790,705 | 597,222 | 566,646 | 465,785 |
23. Commitments
(a) Royalty agreements
As part of the contractual arrangement with Kibe No.1 Investments Limited the Group has agreed to pay a royalty on revenue from gold sales arising from gold mines developed by Noricum Gold AT GmbH and covered by licenses acquired by Kibe No.1 Investments Limited. Under the terms of the Royalty Agreement between Kibe No.1 Investments Limited and Noricum Gold AT GmbH, the Group shall pay royalties, based on total ounces of gold sold, equal to US$1 for every US$250 of the sale price per ounce.
As part of a contractual arrangement with Ord Resources GmbH, the Group has agreed to pay a royalty on revenue from gold sales arising from gold mines developed by Noricum Gold AT GmbH and covered by the licenses acquired from Ord Resources GmbH. Under the terms of the Royalty Agreement with Ord Resources GmbH, the Group shall pay royalties based on the total ounces of gold sold, at a rate equal to US$2 for each ounce sold.
(b) Operating lease commitments
The Group leases office premises under a non-cancellable operating lease agreement. The lease is on an initial fixed term of two years automatically renewable at the end of the lease period for a further two year fixed term, unless thirty days notice is given prior to the expiry of the initial term. The lease expenditure charged to the income statement during the year is disclosed in note 6.
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Group | 2012 £ | 2011 £ | ||
Not later than one year | 3,000 | 36,000 | ||
Later than one year but not later than five years | - | 3,000 | ||
Total lease commitment | 3,000 | 39,000 |
24. Related Party Transactions
Loan from Noricum Gold Limited to Noricum Gold AT GmbH
As at 31 December 2012 there were amounts receivable of £1,775,960 (2011: £1,136,104) from Noricum Gold AT GmbH and £1,006 (2011: £554) from Kibe No.2 Investments Limited. No interest was charged on the loans.
All intra Group transactions are eliminated on consolidation.
Other Transactions
Freeside Limited, a company of which Gregory Kuenzel is a Director and beneficial owner, was paid a fee of £24,500 (2011: £6,000) for company secretarial, accounting services and the provision of administrative and receptionist services to Noricum Gold Limited. No balance was outstanding at the year-end.
Jeremy Whybrow was paid a fee of £6,000 (2011: £21,489) for technical consulting services provided to Noricum Gold Limited. No balance was outstanding at the year-end.
Lloyd Edwards-Jones F.Z.E, a company of which Marcus Edwards-Jones is a Director and beneficial owner, was paid a fee of £10,900 (2011: £30,300) for the introduction of institutional investors in connection with the issue of shares in the company. No balance was outstanding at the year-end.
25. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling party.
26. Events after the Reporting Date
On 30 April 2013 the Company issued 571,429 new ordinary shares of no par value to various consultants of the Company, in lieu of fees, at a price of 0.7p per share.
Related Shares:
Empire Metals