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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Avocet Mining Plc | LSE:AVM | London | Ordinary Share | GB00BZBVR613 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 13.10 | 11.40 | 14.80 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMAVM
RNS Number : 6485T
Avocet Mining PLC
04 July 2018
Avocet Mining Plc
2017 Full Year Results
Avocet Mining Plc ("Avocet" or the "Company") has today published its Annual Report and Accounts for the year ended 31 December 2017 on its website - www.avocetmining.com. The Annual Report and Accounts will also be mailed to those shareholders who have elected to receive it in hard copy.
In compliance with article 6.3.5 of the Disclosure guidance and Transparency Rules, the Company publishes today the required sections of the 2017 Annual Report.
The Company has requested the restoration of trading of its shares, which it expects shortly.
The Adjourned Annual General Meeting of Shareholder ("AGM") will be held at 12.00 pm on 26 July 2018 at the registered offices of Avocet Mining Plc, 15 Old Bailey, London EC4M 7EF, United Kingdom.
FOR FURTHER INFORMATION PLEASE CONTACT
Hot Features
Premium
Avocet Mining PLC Blytheweigh
Financial PR
Boudewijn Wentink, CEO Tim Blythe
Yolanda Bolleurs, CFO Camilla Horsfall
Megan Ray
+44 20 3709 2570 +44 207 138 3204
NOTES TO EDITORS
Avocet Mining PLC ("Avocet" or the "Company") is a gold mining and exploration company listed on the London Stock Exchange (ticker: AVM.L) and the Oslo Børs (ticker: AVM.OL). The Company's principal activity is gold exploration in Guinea, West Africa: the Tri-K project.
Avocet Mining PLC
Annual Report and Accounts
2017
Contents
Overview
1 About us
Strategic Report
2 Introduction 3 Directors' statement 5 Operational and Financial review 8 Business model and Strategy 9 Risk management and internal controls 10 Principal risks and uncertainties 11 Safety, health and sustainable development
Directors and Governance
12 Board of Directors 13 Report of the Directors 18 Report on corporate governance 24 Remuneration report
Financial Statements
32 Independent auditor's report to the members of Avocet Mining PLC 36 Consolidated income statement 37 Consolidated statement of comprehensive income 38 Consolidated statement of financial position 39 Consolidated statement of changes in equity 40 Consolidated cash flow statement 41 Notes to the financial statements 70 Independent auditor's report to the members of Avocet Mining PLC (Company) 74 Company balance sheet 75 Company statement of changes in equity 76 Notes to the Company financial statements 83 Shareholder information 84 Directors and advisers
About us
Avocet Mining PLC ("Avocet" or the "Company") is a gold mining and exploration company listed on the London Stock Exchange (ticker: AVM.L) and the Oslo Børs (ticker: AVM.OL). The Company's principal activity is gold exploration in Guinea, West Africa: the Tri-K project.
Tri-K, Guinea
Tri-K received its exploitation permit in March 2015 from the Guinea Government following the submission of a Feasibility Study in October 2013.
In October 2016, the Company announced that it had entered into an agreement over the Tri-K project with Managem SA ("Managem"), a Moroccan mining group. Under the terms of this agreement, Managem has received a 40% interest in the project, which will increase to 70% upon the successful completion of a US$10 million work programme to increase the mineral reserve to 1 million ounces and to produce a bankable feasibility study for a Carbon-in-leach ('CIL') project.
First closing of the project was achieved on 22 May 2017. Second closing of the project is expected in 2018.
STRATEGIC REPORT
The Directors present their Strategic Report on the Group for the year ended 31 December 2017.
The Strategic Report is a requirement of the Companies Act for the year ended December 2017. The report provides a fair review of the Group, its performance and the challenges it faces.
The review of the business and operations, including key factors likely to affect the future development of the business, are included in the Directors' statement on page 3 - 4.
The operational and financial review on pages 5 to 7 includes an analysis of the development and performance of the business of the Group during the 2017 financial year and the position of the Group at year end.
The Group's Business Plan and Strategy are outlined on page 8, while risk management and internal controls within the business (including the Group's viability statement) are outlined on page 9. In addition, the key risks and uncertainties faced by the business are set out on pages 10.
An outline of the Group's safety and sustainable development is summarised on page 11.
The Strategic Report, as set out on pages 3 to 11, has been approved by the Board.
By order of the Board
Yolanda Bolleurs
Chief Financial Officer and Company Secretary
DIRECTORS' STATEMENT
Developments in 2017
On 3 April 2017, Boudewijn Wentink was appointed as Chief Executive Officer, with Yolanda Bolleurs as Chief Financial Officer and was appointed Company Secretary on 6 June 2017. Their primary strategic objective was to achieve the refinancing and restructuring of the Group.
At the corporate level, the loans of US$28.8 million as per 31 December 2017 from Manchester Securities Corp (an affiliate of Elliott Management ("Elliott"), the Company's largest shareholder) remain an unsustainable debt burden. Elliott's loans, which have been due since 2013 are secured over Avocet's shares in its group companies and intercompany loans. Avocet is in ongoing discussions with Elliott regarding the repayment of its overdue loans.
The recent completion of the sale of Avocet's subsidiaries in Burkina Faso, and of the disposal of Wega Mining and its subsidiaries in 2018 are part of this larger restructuring effort.
In this context, Avocet has been taking all practicable actions to minimise its costs and streamline its remaining responsibilities, liabilities, activities, and group structure.
Inata
This reporting period was dominated by the discussions with certain of the financial and trade creditors ('the Major Creditors') of the Company's subsidiary Socie te des Mines de Be lahouro SA ('SMB') that operates the Inata gold mine in Burkina Faso about the restructuring of its balance sheet.
These discussions started at the beginning of April 2017 with the objective of reaching a consensual restructuring solution. In this process a key step was achieved on 31 May 2017: SMB's Major Creditors (together representing approximately seventy per cent of SMB's obligations) agreed the terms of a standstill agreement with management for the duration of two months as strategic options were being explored in connection with a financial, debt and corporate restructuring of the Group.
All stakeholders (including financial creditors, shareholders, government, key operational stakeholders and employees) needed to contribute to achieve a consensual restructuring solution.
The standstill agreement was extended several times by the Major Creditors. On 4 September 2017 the Company announced that the Major Creditors could not agree amongst themselves on an extension of the standstill agreement in order to further strategic options at hand. Nonetheless, the Major Creditors continued their discussions maintaining de facto standstill. In October 2017 there were two potential transactions on the table which had been proposed by potential third party investors, each contingent on a compromise with SMB's creditors. These transactions were different in terms of structure, potential recovery for the creditors, the impact on the Company's shareholders, and the post-transaction group structure.
The protracted restructuring process caused by continuing disagreement among the creditors, the deteriorating security situation at the Inata mine (especially after the security incident on 26 September 2017), increasing control issues and the exhaustion of all sources of funding left Avocet with two options: either to accept the proposal from the Balaji Group for the Sale or for SMB and Goldbelt to be placed eventually into liquidation.
Accordingly the Board accepted the Balaji proposal. The Balaji Group, agreed to acquire Avocet's subsidiaries in Burkina Faso without the prior restructuring of overdue debt owed by SMB and Goldbelt Resources West Africa S.à.r.l. ("Goldbelt") to third party creditors, finance providers, personnel and government, for a consideration that is independent of the outcome of these discussions. The Burkina Faso government, a key stakeholder in the restructuring process, was in favour of this transaction.
On 18 December 2017, Avocet entered into an agreement to sell all of its assets in Burkina Faso through the sale of shares in Resolute West Africa, which included the subsidiary including the Inata gold mine, together with certain receivables of the Company's group to the Balaji Group of companies (the "Balaji Group") for a total consideration of USD 5 million (the "Sale"). Of this consideration, USD 2.5 million was paid in cash at completion and USD 2.5 million will be paid by way of deferred payments.
The Sale was completed on 8 February 2018.
Tri-K project
In October 2016, Avocet had entered into an agreement with Managem in the Tri-K project. Under this arrangement Managem would receive an initial 40% in Manacet which would ultimately hold an interest of 70 per cent in the project conditional upon (a) an initial payment of US$4 million for 40% of the shareholder loans, (b) the completion of a US$10 million work programme, and (c) the production of a new Bankable Feasibility Study ('BFS') for an operation with a reserve of at least 1 million ounces.
At First Closing on 22 May 2017 Avocet received from Managem US$4 million for 40% of its shareholder loans in the project. This marked the commencement of the US$10 million work programme. Once this work programme and its objectives are completed, Avocet will then transfer an additional 30% of its interest (or 20%, if the reserve defined is less than 1 million ounces) to Managem, who will then take full control of the operation and construction.
Developments in 2018
As mentioned above, the sale of its subsidiaries in Burkina Faso was completed on 8 February 2018.
On 16 March 2018, the Company announced that it had completed the disposal of one of its subsidiary companies, the wholly-owned Norwegian entity Wega Mining AS ("Wega Mining") and certain intercompany receivables of the Group to Natholmen AS for a total consideration of USD 400,000 in cash - like the recent sale of its Burkina Faso subsidiaries, the disposal of Wega Mining is part of that larger restructuring effort - taking place against the background of on-going discussions between the Company and its sole creditor Elliott regarding the restructuring of its overdue loans. Elliott agreed to the Disposal and to release its security over the shares in Wega Mining and its subsidiaries.
With the Company's stake in the Tri-K development arrangement with Managem now being its only asset, and in light of the continued effort to minimise its costs and streamline its remaining responsibilities, the size of Avocet's board was no longer considered appropriate. In this context, Russell Edey tendered his resignation as director and Chairman of the board effective 19 March 2018. Gordon Wylie and Jim Wynn also tendered their resignations as directors of the Board of Avocet as per the same date.
Barry Rourke remains as Non-Executive Director of Avocet with Boudewijn Wentink as Executive Director and Chief Executive Officer.
Outlook
Discussions with Elliott regarding the restructuring of Avocet's debts will continue, including the use of the proceeds following the transactions relating to Tri-K, SMB and Wega Mining AS and the future of Avocet's stake in the arrangement with Managem over which Elliott has security. At the moment Avocet Mining plc has sufficient funds for at least the next twelve months as of the date of signing of the report, at the current and expected rate of spending, provided that the capital and interest on the Elliott loan will not have to be paid in that period.
Avocet's stake in the Tri-K project will decrease to 30% at the Second Closing, provided the work programme and its objectives agreed in the agreements are achieved. Indications are that Managem spent at least US$ 10 million as per year-end. Second closing is expected in 2018.
Next step will be the raising of funding for construction. This is likely to include a portion of debt, with the equity contribution to be shared pro rata between Managem and Avocet. Under the terms of the agreement, Avocet has the right to decline to contribute its percentage of this cost, which would then require Managem to contribute all of the equity, diluting Avocet's interest proportionately.
A possible outcome of the discussions with Elliott could be that the Avocet Group is broken up further in an orderly manner and eventually wound up. If this occurs, it is expected that, given the amount of debt owed by Avocet, there will be very minimal or no returns to Avocet's shareholders.
The Directors consider that, at the date of signing the Report, the Company is a going concern. Our considerations are explained more fully in note 1 to the financial statements
Boudewijn Wentink Barry Rourke
Chief Executive Officer Non-Executive Director
OPERATIONAL AND FINANCIAL REVIEW
Inata
2017 was dominated by the discussions with certain of the financial and trade creditors ('the Major Creditors') of the Company's subsidiary Socie te des Mines de Be lahouro SA ('SMB') that operates the Inata gold mine in Burkina Faso about the restructuring of its balance sheet.
As certain of the trade creditors exerted their leverage over this process, the mine started to experience shortages of certain critical supplies, causing frequent stoppages of the mine's production processes.
These discussions started at the beginning of April with the objective of reaching a consensual restructuring solution. SMB's Major Creditors (together representing approximately seventy per cent of SMB's obligations) agreed the terms of a Standstill agreement with management on 31 May 2017. During the Standstill agreement and the subsequent extensions of that agreement, strategic options were explored in connection with a financial, debt and corporate restructuring of the Group.
In order to lower its fixed costs during the stoppages and to provide the operational flexibility to react to the changing availability of supplies, the majority of its workers were put in technical unemployment during May for a period of three months. This period was subsequently extended in August by another three months.
Total gold sold in 2017 amounted to 24,383 ounces with an average gold price of US$1,229, compared with 72,282 ounces in 2016 with an average gold price of US$1,240. The lower production and sales resulted in a loss for 2017 as shown in discontinued operations.
The security situation at the mine site and its direct surroundings were deteriorating during the second of the half year of 2017, especially after an incident on 26 September 2017 on the access road to the mine in which a convoy was attacked. The Company reviewed its security measures and took appropriate steps to ensure the safety of the mine and its employees.
After this incident, UK management relied primarily on information obtained from the mine site before the security incident and the fact that minimal production was performed and occasional visits by Burkina Faso Head Office Staff, as well as regular reports from mine security personnel. On 11 October 2017 it was decided that the subsidiaries in Burkina Faso as well as the Wega Mining Group needed to be classified as assets held for sale.
No physical inspection took place of the mine at the year-end, including none of the usual control processes such as inventory counts and stock pile surveys.
On 18 December 2017, the Company announced that it had entered into an agreement to sell all of its subsidiaries in Burkina Faso, including the Inata goldmine, together with certain receivables of the Company's group to the Balaji Group for a total consideration of USD 5 million (the "Sale").
Completion of the Sale was expected to occur on 11 January 2018. At the request of the Balaji Group, completion of the Sale was delayed three times. Completion took place on 8 February 2018.
The Company recognised a reversal of impairment of the plant of US$2.5 million which valuation was assessed by an independent party.
The transaction with the Balaji Group comprised of a sale by Wega Mining AS ("Wega Mining"), a wholly-owned subsidiary of Avocet, of the entire issued share capital of Resolute to Greater Success Global Limited, a member of the Balaji Group (the "Purchaser"), for USD 1 in cash. As this was a sale of a distressed company, the shares were sold on an "as is/where is" basis, i.e. no warranties (other than with regard to title and capacity) were given by Wega Mining in the Agreement.
Resolute was the sole shareholder of Goldbelt and the majority shareholder in SMB, which holds the Inata mining licence. The sale of Resolute therefore represents the disposal by the Company of all of its assets in Burkina Faso, including the Inata goldmine.
In addition, the transaction involved the assignment by Avocet and Wega Mining to the Balaji Group of certain receivables owed to them by SMB and Goldbelt for a cash consideration of USD 2,499,999 , and for a consideration of USD 2.5 million to be satisfied by deferred payments over a period of seven years. The obligation to pay the deferred consideration is guaranteed by the Purchaser and by the chairman of the Balaji Group personally. Elliott has security of the deferred payments.
In the Share Purchase Agreement with the Balaji group access to premises and data records was granted to the Company, which would allow the Company to complete their statutory requirements. However, due to organisational issues in Burkina Faso, not all underlying documentation and information has in fact been available.
As a consequence, not all underlying assets, liabilities and cost could be audited at year-end. As the companies in Burkina Faso are now sold, the Company will no longer report the Ore Reserve.
SMB, Goldbelt and Resolute were classified at year-end as assets held for sale, as the entities were sold early 2018 and the decision to sell the entities was taken before year-end. The assets of the disposal group are classified as held for sale and presented separately in the statement of financial position. Liabilities are classified as held for sale and presented as such in the statement of financial position if they are directly associated with a disposal group. These assets and liabilities remain in the balance sheet because completion had not taken place by year-end. The 2018 half-year results will show the full effect of this transaction.
Tri-K project
On 10 October 2016 Avocet announced that it had entered into a conditional agreement regarding its gold project in Guinea, known as Tri-K, with a subsidiary of Managem SA ("Managem"), a Moroccan mining group listed on the Casablanca stock exchange.
Tri-K had a measured and indicated gold mineral resource of 2.0 million ounces (41.3Mt at 1.51g/t) and an inferred gold mineral resource of 1.0 million ounces (25.2Mt at 1.26g/t) (0.5 g/t cut off). In 2013, Avocet announced a proven and probable reserve of 0.48 million ounces (7.9 Mt at 1.89g/t) as part of a feasibility study based on a heap leach operation. In March 2015, a mining permit for the Tri-K project was granted by the Guinean government.
On 19 December 2016, a Mining Convention was signed in Conakry in respect of the Tri-K project in Guinea. The Mining Convention, which was subject to ratification by the Guinean National Assembly, represents the governmental approval of the Tri-K transaction between Avocet and Managem.
As part of first closing Wega Mining Guinea transferred the exploration permits, exploitation permit and intangible assets to Société des Mines de Mandiana SA ("SMM"), an existing dormant subsidiary incorporated in Guinea and owned 85:15 by Avocet and the Guinean Government. The Tri-K project was valued in Wega Mining Guinea at cost for US$18.8 million as per 31 December 2016, and this value was a loss on disposal as a result of the transaction. The licenses of this entity were transferred as part of first closing. SMM assumed from Wega Mining Guinea the liability to repay approximately US$34.8 million of intra-group loans due to Avocet regarding the Tri-K assets. As part of first closing Avocet novated 40% of its intra-group loans to SMM (US$13.9 million) to Managold for a cash consideration of US$4 million.
Manacet SA was established as part of the transaction to acquire Société des Mines de Mandiana SA. Avocet acquired effectively 60% of the Manacet shares at first closing on 22 May 2017.
Elliott had security over the intra-group loans owed by Wega Mining Guinea to the Company. At First Closing, US$13.9 million of the US$34.8 million loans were novated to Managold and the value of intra-group loans over which Elliott has security reduced to US$20.9 million. Elliott was in agreement with this transaction.
Managem has committed conditionally to a total investment of at least US$14.0 million, consisting of an initial cash payment to Avocet of US$4 million for 40% of the shareholder loans, and a commitment to undertake a works programme costing at least US$10 million, in order to deliver, within 24 months, a Bankable Feasibility Study ("BFS") for a Carbon-in-Leach ("CIL") operation at the site, with an Ore Reserve of at least 1 million ounces. The US$10 million will be repayable as shareholder loans. If the Ore Reserve defined in the BFS is less than 1 million ounces, Managem's ownership will be limited to 60%. Avocet retains the option to repurchase from Managem its equity and intragroup loans associated with the project and resume full ownership, should the work programme not be completed. The option is currently valued at $ nil. In light of these arrangements, management no longer considers it appropriate to continue to report the Ore Reserve under the heap leach project.
At Second Closing, up to a further US$7.4 million of the shareholder loans with SMM will be novated to Managold and the value of intra-group loans over which Elliott will have security will reduce to US$13.4 million (assuming Managold acquires the maximum 70 per cent equity interest in Manacet). Second closing is expected in 2018.
Although at year-end the Company holds 60% voting rights in Manacet, it has, despite attempts, been unable to exert its rights, therefore a key judgement was made to assess the control. Since first closing the directors have been unable to obtain all the information they have required from the operator and operational and financial decisions have been taken without consultation with Avocet. This continues to be the case up to the date of signing. Therefore along with the consideration of operational barriers preventing Avocet from exercising its rights, for the purposes of IFRS 10, Management considers that it does not control Manacet. As such the entity is not consolidated but reported as an associate.
The Company applied the equity method as described in IAS28. At the moment of first closing of the transaction, the Company holds 60% of equity with a total value of US$ 22,200. Throughout the year the value maintained the same. Accordingly, there will be no change in the value of the equity until second closing takes place.
Results for the year
The Burkina Faso subsidiaries and subsidiaries of the Wega Mining Group were classified as assets held for sale in accordance with IFRS 5. As a result, Avocet reports results from continuing operations (UK and Tri-K project) and discontinued operations (Burkina Faso subsidiaries and Wega Mining Group).
The loss from continuing operations in 2017 was US$ 18.5 million compared with a loss of US$4.6 million in 2016, mainly due to the loss on disposal of Avocet's interest in Tri-K offset by the gain on the novated loan to Managold, both results as a consequence of the transaction with Managem regarding Tri-K.
2017 2016
Year ended 31 December US$000 US$000
--------------------------------------------- -------- -------
Operating results Avocet Mining (1,367) (839)
--------------------------------------------- -------- -------
Gain on disposal of novated loan to Managold 4,000 -
--------------------------------------------- -------- -------
Transaction costs Tri-K 16 (1,475)
--------------------------------------------- -------- -------
Loss on disposal Tri-K assets (18,781) -
--------------------------------------------- -------- -------
Finance income (7) -
--------------------------------------------- -------- -------
Interest for Elliott loan (2,372) (2,097)
--------------------------------------------- -------- -------
Tax - (234)
--------------------------------------------- -------- -------
Total result for Avocet Mining (18,511) (4,645)
--------------------------------------------- -------- -------
The loss from discontinuing operations for the Burkina subsidiaries in 2017 was US$ 6.7 million compared with a gain of US$ 10 million in 2016, mainly due to the fact that the mine started to experience shortage of certain critical supplies, causing stoppage of the mine's production processes which impacted the revenues which could not be offset by cost savings.
2017 2016
Year ended 31 December US$000 US$000
------------------------------------------------------ ------- -------
Operating results SMB, Goldbelt, Resolute assets held
for sale for the year (5,131) 12,359
------------------------------------------------------ ------- -------
Net finance items (4,093) (2,089)
------------------------------------------------------ ------- -------
Exceptional: reversal of impairment 2,500 -
------------------------------------------------------ ------- -------
Tax - (249)
------------------------------------------------------ ------- -------
Total result for SMB, Goldbelt, Resolute as assets
held for sale for the year (6,724) 10,021
------------------------------------------------------ ------- -------
The loss from discontinuing operations for the Wega Mining assets in 2017 was US$ 0.7 million compared to a loss of US$ 0.6 million in 2016.
2017 2016
Year ended 31 December US$000 US$000
----------------------------------------------------- ------- -------
Operating results Wega Mining Guinea as assets held
for sale (701) (581)
----------------------------------------------------- ------- -------
Total result for Wega Mining as assets held for sale (701) (581)
----------------------------------------------------- ------- -------
Yolanda Bolleurs
Chief Financial Officer
BUSINESS MODEL AND STRATEGY
Business model
Avocet's business model has been based on finding resources, developing them to production and generating value through operational performance.
With the Company's stake in the Tri-K development arrangement with Managem now being its only asset, the Company's business model will need to be updated in 2018 following a strategic review by the directors, taking into account the outcome of the discussions with Elliott.
Business Strategy
Although the strategy of Avocet remains to develop its asset base in order to maximise value for its shareholders, the board acknowledges that, given the amount of debt owed by Avocet the interests of the creditors must be met in the first instance.
The loans of US$28.8 million as per 31 December 2017 from Manchester Securities Corp (an affiliate of Elliott Management ("Elliott"), the Company's largest shareholder) remain an unsustainable debt burden. The majority of Elliott's loans are due since 2013 and are secured over Avocet's shares in its group companies and intercompany loans. Avocet is in ongoing discussions with Elliott regarding the restructuring of its overdue loans.
The recent completion of the sale of Avocet's Burkina Faso subsidiaries, and the disposal of Wega Mining and its subsidiaries are part of this larger restructuring effort.
Discussions with Elliott regarding the restructuring of Avocet's debts will continue.
2018 Business Plan
The 2018 Business Plan entails the continuation of the discussions with Elliott regarding the restructuring of Avocet's debts, in particular the future of Avocet's stake in the arrangement with Managem over which Elliott has security. In addition, cash management will continue to be a business priority.
RISK MANAGEMENT AND INTERNAL CONTROLS
VIABILITY STATEMENT
Principal risks facing the Group
The Board considers the key risks facing the Group to be those set out in the section Principal Risks and Uncertainties on page 10. The Board monitors these risks regularly and on an ongoing basis, not only at Board and Committee meetings, but through ad hoc meetings and telephone discussions, as well as emails and update reports from senior management.
Period over which viability has been assessed
Guidelines issued in conjunction with the updated UK Corporate Governance Code include the strong recommendation that Boards consider the viability of their Companies over periods considerably longer than the 12 month term as per the date of signing the report used for assessment of the Going Concern basis (see note 1 to the accounts).
Continuing support of Elliott
It is indisputable that the ability of the Company to continue as a Going Concern for a 12 month period as per the date of signing the report, let alone any longer term, is and has for some time, been a serious concern. The Board are acutely aware of this fact and have devoted a considerable amount of time to the discussion of the relevant issues, risks and the appropriate responses and mitigating actions.
The Company has loan facilities from the Elliott Lender with an outstanding balance of US$28.8 million as at 31 December 2017 (2016: US$26.4 million) and due since 2013. The Elliott loans bear interest at between 11 per cent and 14 per cent per annum, are repayable on demand and the majority of them are secured on the Group's remaining assets. The Elliott Loans are fully drawn and no further facilities have been provided since August 2016. Accordingly, the Elliott Lender is entitled to enforce the terms of the Elliott Loans and security at any time.
If the Elliott Lender was to enforce its rights to demand repayment, the Directors do not believe that there is any likelihood of being able to secure alternative sources of finance, in which case the Company would enter an insolvency process as a result of which Shareholders should expect to lose all of the value of their Ordinary Shares.
Accordingly, the Company is reliant on the continuing support of the Elliott Lender.
Notwithstanding the need to restructure the terms of these loans, the Company believes the funds generated through its interest in Tri-K (Manacet) to be the most likely means of repaying its debts to Elliott. It is not yet possible to be certain as to the means through which this repayment might be achieved, however possibilities include:
- the raising of significant external finance for the construction of Tri-K (in order to avoid dilution of Avocet's 30% interest), which might allow a restructuring of the current debt facilities with Elliott;
- Use of proceeds of the sale of Avocet's interest in the project to repay Elliott;
- Application of intra-group loans and dividend payments from Tri-K once it enters into production.
Should Elliott request the repayment of these loans, the Company would be obliged at short notice to seek alternative funding, which will likely be impossible.
Gold price
The sensitivities of Tri-K's cashflows to different gold prices cannot be determined with any confidence before the completion of its Feasibility Study, however, as with any gold mine, its profitability and value are likely to be heavily dependent on the gold price.
Longer-term Viability
Although the Directors do not believe they can provide a meaningful assurance as to the viability of the Company beyond the 12 month period as per the date of signing the report covered by the Going Concern review, the Board does nevertheless continue to review plans for the operation of the Group over the longer term.
Such reviews include the following:
- Consideration and discussion of financial restructuring scenarios to safeguard the Company's liquidity beyond the near term
- Future of Tri-K - Longer-term views on commodity prices (gold)
PRINCIPAL RISKS AND UNCERTAINTIES
The Board of Avocet Mining PLC has identified the risks in the table below as being those that are most likely to have a material impact on the prospects of the Company, based on their knowledge of the economic and other exogenous factors likely to affect the liquidity and continued operation of the Company and its assets, as well as their experience in the type of issues that specifically affect mining operations.
Risk Comment Business Impact Mitigation
--------------------------------- -------------------------------- --------------- --------------------------------
Continued financial support from The Company has a debt owing to High The Company regularly discusses
Elliott an affiliate of Elliott its financial situation with
Associates which is repayable on Elliott, takes every measure
demand. to save costs and discusses the
If Elliott were to invoke that restructuring of its balance
demand, it is unlikely that the sheet in order to put the
Company would be able to source Company's
funds in the short term to meet finances on a more sustainable
this repayment obligation and footing.
would therefore become
insolvent.
--------------------------------- -------------------------------- --------------- --------------------------------
Tri-K project In the agreement in regards to High Monthly progress reports are
Tri-K, the operator, Managem, reviewed and discussions with
might not be able to produce Managem are held on a regular
a feasibility study over basis.
1,000,000 ounces within the time If appropriate, further funding
frame of the contract. The will be sought.
Company
might have the option to buy
back its interest and the
shareholder loans for US$4
million.
The Company might not have
sufficient funds for the buy
back.
--------------------------------- -------------------------------- --------------- --------------------------------
Tri-K project Upon second closing, the Company High The Company will consider the
might not be able to raise risks and rewards of further
funding for the construction of investment to prevent dilution.
the project. The Company's share If appropriate, further funding
in the project might be diluted will be sought.
at every cash call from the
operator.
--------------------------------- -------------------------------- --------------- --------------------------------
Gold price The gold price is a key element High The Board has no control over
in determining the profitability the gold price, so limited
of the Tri-K project to new mitigating action is possible.
investors.
--------------------------------- -------------------------------- --------------- --------------------------------
Civil unrest, terrorism Recent events at the Malian High Regular progress reports are
border, civil unrest in the reviewed. The operator has
region, strikes and large increased the security to
artisanal protect
community might impact the the project area.
progress of the Tri-K project.
--------------------------------- -------------------------------- --------------- --------------------------------
SAFETY, HEALTH AND SUSTAINABLE DEVELOPMENT
Avocet is committed to providing a safe, healthy and sustainable environment for all its employees, contractors, visitors and neighbours. The Company actively strives to identify and manage the potential direct and indirect effects of all its activities.
At the Inata Gold Mine, safety and health governance was directed by the Management Safety Committee which met regularly to lead all aspects of safety, health and environment, ensuring ongoing compliance with both Burkina Faso law as well as international best practice. Group safety, health and environment is the ultimate responsibility of the Avocet Mining PLC Board Safety, Health, Environment and Community ('SHEC') Committee.
Safety focus
The Company has continued to make the safety of the workforce, contractors and neighbouring communities a priority. Through relevant training and regular reinforcement, the Company strived to ensure all site workers are aware of the hazard in the workplace and are empowered to work with management to improve safety.
Health focus
The battle against mosquito borne disease was again been the focus of the medical teams' activities in 2017, working to reduce mosquito populations. As with previous years we combined Internal Residual Spraying (IRS), fogging and larvacide treatment of standing water. Individual preventative actions were also reinforced through a poster campaign and tool box talks.
Environmental Focus
The Company monitored a wide range of environmental parameters including water quality, air quality, noise and vibration (during blasting) to evaluate potential impacts from our operations.
Due to the sale of the Burkina Faso subsidiaries including the Inata mine, the further detailed information required for this report was not available to be included due to organisational issues in Burkina Faso.
DIRECTORS AND GOVERNANCE
The Board considers that the Company complied with substantially all of the requirements of the Code on Corporate Governance during 2017. In 2018, particularly since the Board of Directors was reduced to two Directors, full compliance is no longer possible. The Board now comprises of one Executive Director and one Independent Non Executive Director. The Directors intend, so far as possible, to comply with the spirit of the Code. In particular, the activities normally performed by the Audit Committee are now being performed by the sole Non Executive Director, advised by the Executive Director and the CFO. The two Directors will jointly carry out the functions normally performed by the other committees.
This section aims to provide a transparent view of Avocet Mining PLC which not only endeavours to comply with the UK Corporate Governance Code but applies best practice where possible. It includes:
- Current board of Directors;
- Report of the Directors;
- Report on corporate governance; and
- Remuneration report.
CURRENT BOARD OF DIRECTORS
Executive Director
Boudewijn Wentink - Chief Executive Officer
Boudewijn was appointed Chief Executive Officer in April 2017. Boudewijn has a wealth of experience in managing businesses in challenging circumstances, most recently with New World Resources plc, a coal mining group based in the Czech Republic, where he served as New World Resources' finance and legal director and executive director.
Non-Executive Director
Barry Rourke - Non-executive Director
Barry was appointed Non-Executive Director and Chairman of Avocet Mining PLC's Audit Committee in July 2010. He formerly served as a Partner at PricewaterhouseCoopers for 17 years, acting as an advisor and auditor for several large and medium-sized businesses in both the public and private sector. He has significant experience in the resources sector as an independent non-executive director of several companies and has been Chairman of the Audit Committee at a number of these.
The Board was reduced from five directors to two on 19 March 2018. The size of the previous Board was considered to be unnecessarily high for the limited activities of the Company and the reduction in size was a part of the overall plan to reduce costs wherever possible.
REPORT OF THE DIRECTORS
The Directors present their report together with the audited financial statements of the Company and of the Group for the year ended 31 December 2017.
The Company
Avocet Mining PLC, the parent company of the Avocet Group, is registered and domiciled in the United Kingdom. Further details relating to the Company, including its registered office, are set out in the Shareholders' Information section on page 83.
Principal activity and business review
The Group's principal activity during the period was gold mining, mineral processing and exploration.
Future developments
The Group's future developments are outlined in the Strategic Report.
Share capital
As at 31 December 2017 the issued share capital of the Company was comprised of 20,949,671 ordinary shares of 1 pence each and 209,496,710 deferred shares of 0.49 pence each. Each ordinary share carries the right to one vote per share, while the deferred shares have very limited rights, including no right to vote. The liability of the members of the Company is limited to the amount unpaid, if any, on the shares held by them. All issued shares of the Company are fully paid.
Company's listings
The Company's ordinary shares have been traded on the Official List of the Main Market of the London Stock Exchange since 8 December 2011, prior to which they were traded on London's Alternative Investment Market ('AIM'). Since 16 June 2010, the Company has also been listed on the Oslo Børs.
On 22 December 2016, the Company's shareholders approved a resolution to move down from the Premium List to the Standard List of the Main Market of the London Stock Exchange. The reason for this listing was to reduce the costs associated with compliance with the more rigorous obligations of a Premium Listing, which the Board considered appropriate for a company of Avocet's size and financial condition. This transfer became effective on 25 January 2017.
Results and dividends
The Group reported a loss for the year of US$25.9 million (2016: Profit of US$4.8 million). The results for the year are explained in the Financial Review on pages 5 to 7.
The Directors do not recommend the payment of a dividend in respect of the year ended 31 December 2017.
Events after the reporting period
Sale of the Burkina Faso subsidiaries
On 18 December 2017, the Company announced that it had entered into an agreement to sell all of its subsidiaries in Burkina Faso, including the Inata goldmine, together with certain receivables of the Company's group to the Balaji Group for a total consideration of USD 5 million.
The transaction involves the assignment of certain intercompany receivables for cash consideration of USD 2.5 million, to be paid at completion, and for a consideration of USD 2.5 million to be satisfied by deferred payments over a period of seven years.
Avocet received cash proceeds at completion of USD 2 million received from the Balaji Group. Balaji had already paid USD 500,000 to the Company in the form of a non-refundable deposit in 2018.
Completion of the sale took place on 8 February 2018.
Sale of the Wega Mining AS and its subsidiaries
The Company announced on 16 March 2018 that it had sold one of its subsidiary companies, the wholly-owned Norwegian entity Wega Mining AS ("Wega Mining") and certain intercompany receivables of the Company's group to Natholmen AS for a total consideration of USD 400,000 in cash.
Signing and completion of the Disposal took place simultaneously. Avocet has received the cash proceeds in 2018.
Changes to the board
The Company is taking all practicable actions to minimise its costs and streamline its remaining responsibilities, activities and group structure. The sale of its Burkina Faso subsidiaries and the disposal of Wega Mining is part of that larger restructuring effort - taking place against the background of on-going discussions between the Company and its sole creditor Elliott regarding the restructuring of its overdue loans.
With the Company's stake in the Tri-K development agreement with Managem now being its only asset, the size of the board was no longer appropriate.
In this context, Russell Edey tendered his resignation as director and Chairman of the board, effective 19 March 2018. Gordon Wylie and Jim Wynn have also tendered their resignations as directors of the Board of Avocet as per the same date.
Barry Rourke remains as Non-Executive Director of Avocet with Boudewijn Wentink as Executive Director.
The Board considers that the Company complied with substantially all of the requirements of the Code on Corporate Governance during 2017. In 2018, particularly since the Board of Directors was reduced to two Directors, full compliance is no longer possible. The Board now comprises of one Executive Director and one Independent Non Executive Director. The Directors intend, so far as possible, to comply with the spirit of the Code. In particular, the activities normally performed by the Audit Committee are now being performed by the sole Non Executive Director, advised by the Executive Director and the CFO. The two Directors will jointly carry out the functions normally performed by the other committees.
There were no other material post balance sheet events.
Key performance indicators
Given the restructuring in the year, management has not used financial and non financial key performance indicators ('KPIs') but has focused on the progress of the Tri-K project and Avocets cash flows, on a monthly basis or more frequently.
Principal risks and uncertainties
The principal risks and uncertainties facing the Group are outlined within the Strategic Report on page 10. Financial risk and capital management disclosures are provided within notes 23, 26 and 27 to the financial statements.
Directors and their interests in shares
The names of the current Directors are shown on page 12 and details of their interests in the share capital of the Company are shown on page 29.
In accordance with Code Provision B.7.1 of the UK Corporate Governance Code, all Directors stand for re-election on an annual basis.
Substantial shareholders
At 31 May 2018, the following had notified the Company of disclosable interests in 3% or more of the nominal value of the Company's shares:
Shareholder Shareholding % ---------------------------------------------------- ------------ ----- Elliott International, L.P. and Elliott Associates, L.P.(1) 2,824,504 13.51 ---------------------------------------------------- ------------ ----- UBS AG 2,209,220 10.57 ---------------------------------------------------- ------------ ----- Prelas AS 1,431,803 6.84 ---------------------------------------------------- ------------ ----- Bank of America Merrill Lynch 1,086,654 5.20 ---------------------------------------------------- ------------ -----
(1) - Elliott also holds a beneficial interest in 2,964,823 Contracts For Difference ('CFDs').
Creditor payments
It is the Group's policy to agree the terms of payment with suppliers when entering into contracts and to meet its obligations accordingly. The Group does not follow any specific published code or standard on payment practice.
Key contracts
The Company has no significant contractual arrangements with key service providers.
Donations
As in previous years, no donations were made for political purposes during the year and the Company has a policy of maintaining political neutrality.
Corporate governance
A report on corporate governance is provided on pages 18 to 23.
Employees
The Company has a policy of equal opportunities throughout the organisation and is proud of its historic culture of diversity and tolerance. The directors of the Company in 2017 were all male. The Company now has only one employee.
Disclosure table pursuant to Listing Rule LR9.8.4
Listing Rule Information to be disclosed Disclosure
9.8.4(1) Interest capitalised by None in year
the Group
-------------------------------- ------------------------------------
9.8.4(2) Unaudited financial information Unaudited H1 2017 Interim Results
-------------------------------- ------------------------------------
9.8.4(4) Long term incentive scheme None - see Remuneration Report
only involving a Director
-------------------------------- ------------------------------------
9.8.4(5) Directors' waivers of None
emoluments
-------------------------------- ------------------------------------
9.8.4(6) Directors' waivers of None
future emoluments
-------------------------------- ------------------------------------
9.8.4(7) Non pro-rata allotments None in year
for cash
(issuer)
-------------------------------- ------------------------------------
9.8.4(8) Non pro-rata allotments None in year
for cash
(major subsidiaries)
-------------------------------- ------------------------------------
9.8.4(9) Listed company is a subsidiary Not applicable
of
another company
-------------------------------- ------------------------------------
9.8.4(10) Contracts of significance None in year
involving
a director
-------------------------------- ------------------------------------
9.8.4(11) Contracts of significance None in year
involving
a controlling shareholder
-------------------------------- ------------------------------------
9.8.4(12) Waiver of dividends None in year
-------------------------------- ------------------------------------
9.8.4(13) Waiver of future dividends None in year
-------------------------------- ------------------------------------
9.8.4(14) Agreement with a controlling No controlling shareholders in year
shareholder per LR9.2.2AR therefore not applicable
-------------------------------- ------------------------------------
Health, safety and sustainable development
Details of the Group's activities relating to safety and sustainable development are set out on page 11 and those relating to sustainable development are provided on page 11.
Going concern
The Board believe there to be a material uncertainty over the ability of the Company to continue as a Going Concern. These matters are set out below and in note 1 to the financial statements.
Continued financial support from Elliott
The Company has the following loans, which totalled US$29.9 million on 4 July 2018, due to an affiliate of Elliott Associates, its largest shareholder:
1. First Loan - taken out in March 2013, under which US$22.4 million was outstanding at 4 July 2018 comprising US$15.0 million principal and US$7.4 million accrued interest. The first loan was due on 31 December 2013 and is secured against the Tri-K asset in Guinea;
2. Second Loan - unsecured demand loan of US$4.2 million consisting of US$3.05 million principal plus accrued interest of US$1.16 million. The initial US$1.5 million was drawn down in January 2015 and a further US$0.75 million was drawn down in three equal tranches between January and March 2016 and a further US$0.8 million was drawn down in four equal tranches between April and July 2016; and
3. Third Loan - demand loan of US$3.3 million consisting of US$2.45 million principal plus accrued interest of US$0.8 million. The initial US$2.05 million was drawn down in August 2015 (of which US$1.55 million was used to repay a previous unsecured loan) and a further US$0.4 million was drawn down between September and October 2015. These amounts are secured over a range of Group assets including intragroup loans, shares in subsidiaries and over the gold in circuit and gold in transit of the Inata gold mine.
The First Loan was entered into in March 2013 in order to finance the Tri-K project Feasibility Study in Guinea. It had been intended to repay this facility by 31 December 2013 using cashflows from the Inata gold mine, however a fall in the gold price combined with production difficulties meant that this was not possible. Since 1 January 2014, the facility has been in default and is therefore repayable on demand.
The Second Loan and the Third Loan were drawn down over the course of 2015 and into 2016 and were used to provide funding for corporate and administrative activities in London and in Guinea.
These loans are repayable on demand and if repayment was requested by Elliott, the Company would have considerable difficulty in raising external financing needed to settle these amounts in full.
Since 2014, the cashflow shortages resulting from gold prices and lower production at the Inata mine meant the Company has relied primarily on loan financing from Elliott in order to meet its running costs of its head office and Guinea administrative functions.
These loans represent short-term facilities with high interest rates (between 11% and 14%). In order to become financially secure, the Company will need to negotiate a restructuring of these loans with Elliott.
Accordingly, the Company is reliant on the continuing support of the Elliott Lender.
In addition, the interest burden of the Elliott Loans, which is in excess of US$200k per month, cannot currently be met out of Company funds and therefore it will be necessary to restructure these loans in order to put the Company on a sustainable financial footing. Negotiations with Elliott are ongoing, as any solution will need to take into consideration the investment of any external financier who may be interested in investing in some or all of the Group's assets.
Notwithstanding the need to restructure the terms of these loans, the Company believes funds generated through its interest in Tri-K to be the most likely means of repaying its debts to Elliott. It is not yet possible to be certain as to the means through which this repayment might be achieved, however possibilities include:
- the raising of significant external finance for the construction of Tri-K (in order to avoid dilution of Avocet's 30% interest), which might allow a restructuring of the current debt facilities with Elliott;
- Use of proceeds of the sale of Avocet's interest in the project to repay Elliott;
- Application of intra-group loans and dividend payments from Tri-K once it enters into production.
Should Elliott request the repayment of these loans, the Company would be obliged at short notice to seek alternative funding, which would be a considerable challenge. However, management continues to have ongoing dialogue around the debt and do not believe that Elliott currently intends to demand repayment of their loans within the next 12 months.
Head office creditors
Apart from the Elliott Loans, the head office creditors are primarily advisers whose fees relate to the disposals of the Burkina Faso subsidiaries and the Wega Mining transaction and directors' fees. These creditors understood that they will be repaid on receipt of the proceeds of the transactions and were prepared to await these events. These creditors have now been repaid.
The Company relied until April 2017 on management fees out of the Inata mine, however as the mine experienced operational and cashflow issues, the funds were not available to settle management fees. The Company needed to rely on the money received from the Tri-K transaction in May 2017 and the subsequent transactions in 2018. After payment of the outstanding obligations and current Head Office obligations, the Company has funds available to fund Head Office costs in the next twelve months provided that the capital and the interest on the Elliott loan will not have to be paid in that period.
Gold price
The sensitivities of Tri-K's cashflows to different gold prices cannot be determined before the completion of its BFS, however, as with any gold mine, its profitability and value are likely to be heavily dependent on the gold price.
It is clear that a sustained fall in the gold price would threaten the economic viability of the Tri-K project - as well as the Avocet Group as a whole.
Tri-K project
In the agreement in regards to Tri-K, the operator, Managem, might not be able to produce a feasibility study over 1,000,000 ounces within the time frame of the contract, which would have implications for future cash flow.
Conclusion
The above areas of risk represent material uncertainties that may cast significant doubt over the ability of the Group to continue as a Going Concern and that it may be unable to realise its assets and discharge all of its liabilities. Nevertheless, the Directors have a reasonable expectation that these risks can be managed, or will not come to pass and accordingly the Financial Statements have been prepared on a Going Concern basis and do not include the adjustments that would result if the Group were unable to continue as a Going Concern.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report, the Remuneration Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ('IFRSs'). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently; -- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and
-- prepare financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Remuneration Report comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that:
-- so far as each Director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
-- the Directors have taken all steps that they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
The Directors are responsible for preparing the Annual Report in accordance with applicable law and regulations. Having taken advice from the Audit Committee, the Directors consider that the Annual Report and the financial statements, taken as a whole, provide the information necessary to assess the Company's performance, business model and strategy and is fair, balanced and understandable.
The Directors believe that the Annual Report and accounts taken as a whole are fair, balanced and understandable and confirm that the narrative sections of the Annual Report are consistent with the financial statements and accurately reflect the Company's performance.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
To the best of my knowledge:
-- the Group financial statements, prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
-- the Annual Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that the Company faces.
Boudewijn Wentink
Chief Executive Officer
4 July 2018
REPORT ON CORPORATE GOVERNANCE
The priorities for the Company during 2017 were the restructuring of the Group, in the context of financial and operating difficulties in the operating mine in Burkina Faso and the first closing of the Tri-K agreement with Managem.
Given the Company's current circumstances and in order to enable the Company to resolve its affairs, Elliott agreed to the Disposal and to release its security over the shares in Wega Mining and its subsidiaries.
Discussions with Elliott regarding the restructuring of Avocet's debts will continue. In this context, Avocet will be taking all practicable actions to minimise its costs and streamline its remaining responsibilities, activities and group structure.
The Board remains committed to good governance in all material respects.
The Board considers that the Company complied with substantially all of the requirements of the Code on Corporate Governance during 2017. In 2018, particularly since the Board of Directors was reduced to two Directors, full compliance is no longer possible. The Board now comprises of one Executive Director and one Independent Non Executive Director. The Directors intend, so far as possible, to comply with the spirit of the Code. In particular, the activities normally performed by the Audit Committee will now be performed by the sole non Executive Director, advised by the Executive Director and the CFO. The two Directors will jointly carry out the functions normally performed by the other committees.
Barry Rourke
4 July 2018
Throughout the year ended 31 December 2017 and in the preparation of this Annual Report and these Accounts, the Company has complied with the main and supporting principles and provisions set out in the UK Corporate Governance Code as described in the following sections of this Report, except with regard to the frequency of assessment of Board performance, as described below.
Board of Directors
The Board of Directors is responsible for the management of the Company on behalf of the shareholders. The Board is responsible for approving the Company strategy and policies, for safeguarding the assets of the Company and is the ultimate decision-making body of the Group in all matters except those that are reserved for specific shareholder approval.
Following the completion of the transactions in 2018, the Company is taking all practicable actions to minimise its cost and streamline its remaining responsibilities, activities and group structure. The current Board consists of one Executive Director who holds the key operational position in the Company and one Non-executive Director, who brings experience and knowledge.
The current Directors meet or hold discussion by telephone and email frequently and are supplied with appropriate and timely information. In 2017, the Board met five times and had numerous updates via mail and conference calls.
The responsibilities of the Board of Directors include those contained in the Supporting Principles to paragraph A.3 of the UK Corporate Governance Code.
The Company provides independent professional and legal advice and offers training, to all Directors where necessary, to ensure they are able to discharge their duties. In addition, all Board members have access to the services of the Company Secretary, who is responsible for ensuring all Board procedures are complied with.
Board independence
The UK Corporate Governance Code requires that the board of all companies (other than small companies) be made up of at least 50% Independent Non-executive Directors ('NEDs'). The Company believes BJ Rourke to be independent.
Audit Remuneration Nomination SHEC
Sex Position Appointed Resigned Status Committee Committee Committee Committee
---------- ----- -------- ---------- ----------- ----------- ----------- ------------ ----------- -----------
BJ Rourke Male NED 08 Jul 10 - Independent Chair Chair Member Member
BC Wentink Male CEO 3 Apr 17 - Executive - - - -
R Edey Male Chair 8 Jul 2010 19 Mar 2018 Independent Member Member Chair Member
G Wylie Male NED 22 Feb 12 19 Mar 2018 Independent Member Member Member Chair
J Wynn Male NED 7 Sep 15 19 Mar 2018 Non - - - -
Independent
D Cather Male TD 18 Jul 12 8 Sep 2017 Executive - - - -
---------- ----- -------- ---------- ----------- ----------- ----------- ------------ ----------- -----------
Since the reduction in size of the Board, the functions of Board sub-committees are performed by the two Directors supported by the CFO.
Board performance
The Directors recognise the value of a regular formal process to evaluate its effectiveness and that of individual Directors, consisting of a review of the Board's performance against the guidelines of the Financial Reporting Council on Board effectiveness. The recommendations of the UK Corporate Governance Code are that this review be undertaken by an external facilitator every three years. Such an external review was last undertaken in November 2012, this being the first full year that Avocet had been listed on the main board of the London Stock Exchange. The Board acknowledges that the next external review is overdue, however this continues to be deferred for reasons of cost constraint.
Board and Committee meetings
Attendance at Board and committee meetings by the relevant Board members during 2017 is set out below (note that 'n/a' indicates that a Director was not a member of the committee at any time during the year):
Board Audit Committee Remuneration Committee Nomination Committee SHEC Committee
----------- ----- --------------- ---------------------- -------------------- --------------
RP Edey 5/5 3/3 1/1 2/2 3/3
BJ Rourke 5/5 3/3 1/1 2/2 3/3
G Wylie 5/5 3/3 1/1 2/2 3/3
DC Cather 4/5 n/a n/a n/a n/a
J Wynn 5/5 n/a n/a n/a n/a
BC Wentink 5/5 n/a n/a n/a n/a
----------- ----- --------------- ---------------------- -------------------- --------------
Board Committees
While the Board retains responsibility for making key decisions, during 2017 it also delegated other matters to various standing Committees. The purpose of this is to allow a more focused discussion on specific matters which would benefit from a forum outside the Main Board, with a different balance of skills, experience and independence from its members. Further information on each of these Committees, along with their terms of reference, is available on the Company's website www.avocetmining.com.
Nomination Committee
Purpose
The Nomination Committee was established to review the structure, size and composition (including the balance of skills, knowledge and experience) of the Board and its Committees and to review succession planning for the Board and senior management.
It is also responsible for monitoring the ongoing performance of the Board and its Committees. The Nomination Committee reports and makes recommendations to the Board in respect of any action required in these matters.
Composition
The Nominations Committee must consist of not less than three Non-executive Directors. The membership of the Committee comprised during 2017 all of the Non-executive Directors of the Company, namely RP Edey (Chairman), BJ Rourke and G Wylie.
In 2018 the responsibilities of this Committee are shared by the two remaining Directors.
Operations
The Nomination Committee meets at least once a year, or more frequently as required. In 2016, it met in December to consider whether any changes were required to the directorate. Although none were necessary at that time, on 31 March 2017, the Committee convened to recommend the appointment of B Wentink as Chief Executive Officer, in place of D Cather, who moved to become Technical Director. In addition, the Committee accepted the resignation of J Wynn as Finance Director, effective 1 May 2017 (at which point he became a Non-executive Director) and approved the appointment of Y Bolleurs as Chief Financial Officer in his place. Both B Wentink and Y Bolleurs commenced their roles with effect from 3 April 2017. On 6 June an additional meeting was held to nominate Y Bolleurs as Company Secretary.
Responsibilities
The Nomination Committee has the following responsibilities:
-- to review and report on the composition of the Board and its Committees;
-- to review and report on the performance of the Board and its Committees;
-- to make recommendations as to changes to the Board and its Committees, including the nomination of Chairman of the Board, chairmen of each Committee and senior independent non-executive;
-- to ensure succession planning for executive Directors and senior managers;
-- to review the overall leadership needs of the Group, including involving external advisers to facilitate this review and to assist with succession;
-- to monitor appointments to the Board and ensure compliance with statutory, legal and other regulatory requirements; and
-- to make recommendations to the Board considering any matters that might call into question the suitability of Directors or senior managers to continue in their roles.
The Nomination Committee is also responsible for ensuring compliance with the principles of B.2 of the UK Corporate Governance Code, specifically with regard to the need for candidates to be considered on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. It is also responsible for satisfying itself that plans are in place for orderly succession for appointments to the Board and to senior management, so as to maintain an appropriate balance of skills and experience within the Company and on the Board and to ensure progressive refreshing of the board.
Following the resignation of N Harwerth in 2013, the Board has not included any female members, although from 3 April 2017, the Company appointed a female Chief Financial Officer (Y Bolleurs). Although the Board values equality in all areas, it does not believe it would be in the interests of the Company at the present time to seek to add an additional member to the Board in order to address the issue of gender balance.
The responsibilities of this Committee are now shared by the two Directors.
Remuneration Committee
Purpose
The Remuneration Committee reviews the performance of the Directors and Executive Committee members and sets the scale and structure of their remuneration with due regard to the interests of the shareholders and the overall performance of the Group.
The Remuneration Committee also makes recommendations to the Board concerning the Company's overall philosophy and policy with respect to executive remuneration, bonuses and incentive arrangements including share and option awards, compensation payments and pension rights.
Composition
The Remuneration Committee must consist of not less than three Non-executive Directors. Its members and chairman, are to be determined by the Board. The membership of the Committee comprised in 2017 of BJ Rourke (Chair), RP Edey and G Wylie.
In 2018 the responsibilities of this Committee are shared by the two remaining Directors.
Operations
The Remuneration Committee normally meets at least once a year, or more frequently as required. In 2017, the Remuneration Committee met once. The Committee considered the remuneration strategy for the Group as a whole, particularly in the context of scarce funds, as well as to approve the Remuneration Report in the 2016 Annual Report.
Further details on remuneration matters are set out in the Remuneration Report on pages 24 to 31.
Responsibilities
The Remuneration Committee is responsible for the following matters:
-- to review the performance objectives and determine and agree the appropriate levels of remuneration for the Executive Directors and the senior management of the Company;
-- to determine the remuneration of the Chairman of the Board, Non-executive Directors, as well as Chairmen and members of all Board Committees, subject to the condition that no person shall participate in discussions relating to his or her own remuneration;
-- to review the design and management of Group salary structures and incentive schemes and to ensure proper authorisation for any awards made under such schemes;
-- to review the recommendations of the Chief Executive of the Company as to the grant of share awards and other bonuses and to approve such awards as appropriate; and
-- to review and approve the Remuneration Report in the Avocet Mining PLC Annual Report.
The responsibilities of this Committee are now shared by the two Directors.
Audit Committee
Purpose
The Audit Committee reviews the principles, policies and practices adopted in the preparation of the financial statements of Avocet Mining PLC and its subsidiaries, as well as ensuring any other formal announcements relating to the financial performance of the Group comply with relevant statutory and regulatory requirements.
The Audit Committee is also responsible for assisting the Board in discharging its responsibilities with respect to the integrity of the Company's financial statements, the effectiveness of the systems of governance, risk management and internal control and monitoring the effectiveness and independence of the external auditors. It also reviews the requirement for an internal audit function within the Group.
Composition
The Audit Committee must consist of not less than three Independent Non-executive Directors. During 2017 the Audit Committee was chaired by BJ Rourke and also included G Wylie and R Edey. The UK Corporate Governance Code stipulates that at least one of the members of the Audit Committee must have recent and relevant financial experience. The Company believes that all members have such experience, in particular BJ Rourke, who served for 17 years as an audit partner at PricewaterhouseCoopers.
In 2018, the responsibilities of this Committee are performed by the sole Non Executive Director.
Operations
The Audit Committee is required to meet twice a year, but in practice meets more frequently. In 2017, the Committee met on three occasions. In addition to its members, the Audit Committee also routinely invites the Group's auditors, the CFO and other Board members to attend its meetings as required.
During 2017, the Audit Committee considered the key areas of risk and judgement relevant to the Company, including their treatment in the Financial Statements (Full Year and Interims). These included:
- The ongoing liquidity and going concern of the Group - in particular to consider the risks to the interests of the Company's creditors and stakeholders of continuing in operation and whether or not the Company continued to be a going concern;
- The valuation and impairment of the Company's assets, - including an assessment of the cost and carrying value of the Inata gold mine and Tri-K project, based on internal cashflow forecasts, contracts, market valuations and other indications from third parties;
- Determination of assets held for sale - Consideration of accounting treatment of the interest in Tri-K - Balaji deal and Wega Mining deal - Legal matters; and - The adequacy of financial controls at Inata.
All of these matters were addressed through discussions between Board members and senior management, as well as reviews of forecasts, updates on correspondence and negotiations with third parties and (where relevant) preparation of papers to which the audit committee considered the risks and potential impact on the group supporting management decisions.
During 2017, the operational situation in Burkina Faso significantly impacted upon the reliability of normal internal controls. Management mitigated this matter by recruiting a cost control manager whose responsibility was to approve and monitor all cash payments.
In addition to matters raised at the Committee meetings, Avocet management submits working papers and notes outlining the key issues, which are circulated to the Committee for consideration ahead of the meetings.
Responsibilities
The Audit Committee reviews and monitors the integrity of the Group financial statements and press releases, as well as any other formal announcements relating to the Company's financial performance. As part of this review, it focuses in particular on areas of judgement, appropriateness of policies, going concern matters and any other areas it identifies as risks (e.g. on the grounds of materiality or uncertainty).
In addition, the Audit Committee reviews plans for and the conduct of, the Group's external audit, receiving the report of the auditors and thereby monitoring not only the performance of the Company's finance teams but also that of the auditors themselves. On consideration of the performance of the external auditors (Grant Thornton UK LLP), the Audit Committee concluded that it was appropriate to recommend their re-appointment to the shareholders at the AGM.
The Audit Committee is also responsible for reviewing the internal controls of the Company and assessing the requirement for an internal audit function. The Audit Committee concluded that the key activities of an internal audit function (including a review of internal controls) were being undertaken by the finance team and that in view of the size of the organisation, a separate internal audit team was not required.
The responsibilities of this Committee are now performed by the sole Non Executive Director.
Safety, Health Environment and Communities ('SHEC') Committee
Purpose
The SHEC Committee was established to provide the Board with assurance that the appropriate systems are in place to deal with the management of health, safety, environmental and community relations matters. The SHEC Committee was established in October 2011 in order to formalise a separate forum exclusively for the purpose of reviewing such matters.
Composition
During 2017, the SHEC Committee comprised of G Wylie (Chairman), BJ Rourke and RP Edey.
Operations
The SHEC Committee met at least three times during the year, but the safety situation in Burkina Faso was also discussed in most board meetings. At that meeting, it focussed on an assessment of the safety environment at Inata, as well as considering ongoing matters relating to community relations, health, environmental and security. The Committee also focused on the ongoing security risked posed by the terrorist attacks in Burkina Faso, especially those which took place in the Soum region where the Inata mine is located. The Committee approved management recommendations that measures be taken to improve security at the mine site, at Ouagadougou and for convoys between the two.
Responsibilities
The SHEC Committee's particular responsibilities include the following:
-- to establish and review the Group's policies with respect to health, safety, environmental and community relations matters;
-- to ensure adequate procedures and responses are in place to deal with accidents, fatalities, or other serious medical, environmental, or safety issues;
-- to monitor and review the performance of the Group with regard to health, safety, environmental and community relations matters and to ensure compliance with relevant local and international regulations;
-- to review and investigate any serious accidents and deaths that occur in connection with any Group employees, contractors, consultants, suppliers, or agents operating on behalf of Avocet, which may take place on or off Group sites, in order to establish cause and recommend further actions as may be required;
-- to monitor the quality and frequency of reporting of health, safety, environmental and community relations matters;
-- to maintain awareness of all regulatory changes and to ensure the Board is aware of relevant material changes, in health, safety, environmental and community relations matters;
-- to report to the Board with regard to any health, safety, environmental and community relations matters that should be brought to its attention; and
-- to review and approve the Group Health, Safety and Environment and Community Relations disclosures within the Annual Report, or other relevant publications.
This committee is no longer considered relevant to the operations of the Group, following the sale of SMB.
Service Contracts
No Director has any service contracts, consultancy agreements or other such arrangements with a notice period in excess of one year.
Going Concern
The Board acknowledges its responsibility towards safeguarding the assets of the Company for the benefit of shareholders, as well as its wider duties towards stakeholders. This includes the regular monitoring of cashflows and forecasts. The appropriateness of the going concern basis for the preparation of the 2017 financial statements is discussed in detail in note 1 to the financial statements.
Non-Audit Services
The Board regularly reviews the provision of non-audit services from its auditors, at least annually through discussion at Committee meetings. The Board is satisfied that the provision of non-audit services by Grant Thornton UK LLP is compatible with the general standard of independence for auditors and does not give rise to any conflict of interest. The audit committee put sufficient safeguards in place to perform non-audit services during the year and approved the work programme and budget. In note 8 the fees are disclosed for services rendered by Grant Thornton.
Internal Control
The Board is ultimately responsible for maintaining a sound system of internal control to safeguard shareholders' investment and the Company's assets, for which it looks to the recommendations of the Audit Committee. Such a system is designed to manage, but may not eliminate, the risk of failure to achieve business objectives. There are inherent limitations in any control system and, accordingly, even the most effective system can provide only reasonable and not absolute, assurance against material misstatement or loss. The Board reviews the effectiveness and adequacy of internal controls on an annual basis and is satisfied that the internal control systems provide sufficient assurance as to the safety of the Company's assets and the value of the Group's operations as a whole.
During 2017, the operational situation in Burkina Faso significantly impacted upon the reliability of normal internal controls. Management mitigated this matter by recruiting a cost control manager whose responsibility was to approve and monitor all cash payments.
In accordance with the guidance of the Turnbull Committee on Internal Control, an ongoing process was established for identifying, evaluating and managing risks faced by the Company. In the current circumstances of the Company, the process comprises regular meetings of the Directors and Chief Financial Officer, to review the Tri-K project, cash flows and liquidity and matters arising form disposals.
Employees
The Company's employee matters are discussed in the Strategic Report.
Anti-bribery and whistleblowing
The Company has incorporated into its code of conduct and ethics an anti-bribery policy, details of which are referenced in all employee service contracts.
In addition, the Company has a whistleblowing policy and procedure, to ensure any concerns raised by employees are able to be dealt with in the appropriate manner.
Relations with Shareholders
The Company values the views of its shareholders and recognises their interest in the Company's strategy and performance, Board membership and the quality of its management teams. It holds meetings with and presents to, its institutional and private shareholders to discuss its objectives.
The AGM is a forum for communicating with institutional and private investors and all shareholders are encouraged to attend and participate. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution to approve the Annual Report and Accounts and to approve the Remuneration Report. The Company counts all proxy votes and will indicate the level of proxies lodged on each resolution, after it has been dealt with by a show of hands.
The Company operates and regularly updates its website (www.avocetmining.com) with shareholder information.
The Company has engaged the services of Blytheweigh to assist with its financial public relations.
Risk Management
The Board is responsible for the management of the Company on behalf of the shareholders. The objective of the Company is to create long term value for shareholders and the Board is responsible for delivering that objective by governing the Company and its subsidiaries.
In so doing, the Board is responsible for understanding the risks faced by the Company and determining the risk appetite of the Company. The Board ensures these risks are managed appropriately, in order to draw a balance between safeguarding the assets and interests of the Company and maximising its exposure to sustainable growth and profitability. The Board and senior management regularly monitor areas of risk.
Barry Rourke
4 July 2018
REMUNERATION REPORT
This report is presented to shareholders by the Board and provides information on Directors' remuneration for the year ended 31 December 2017. This report complies with the requirements of both the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and the UK Corporate Governance Code. As such this report is divided into three sections; the Annual Statement highlights key decisions on remuneration, the Directors' Remuneration Policy details the Group's remuneration policies and links to strategy and the Annual Report on Remuneration focuses on the implementation of the remuneration policy in 2017 and how we intend to implement our remuneration policy in 2018.
ANNUAL STATEMENT
In setting the Remuneration strategy for 2017, the Remuneration Committee was required to take into consideration the shortage of cash across the Group, as well as the low share price. While the Committee recognised the importance of incentivising Executive Directors, these constraints effectively meant that it was impossible to set appropriate targets that would be affordable, or acceptable to shareholders. As a result, no bonus targets were set and no share awards were made of any kind during the year.
The Company has retained its remuneration schemes during 2017, as approved by shareholders and these are set out in the report below, however no awards were proposed under these schemes. In 2018 none of the existing remuneration schemes will be continued. In the event that the company shall be in a position that remuneration schemes can be re-instated, the Company will ask for approval to the shareholders.
DIRECTORS' REMUNERATION POLICY
Remuneration Policy for Executive Directors
The Company operates within a competitive environment and its performance depends on the individual contributions of the Directors and employees. Executive remuneration packages are designed to attract, motivate and retain executives of the calibre necessary to manage the Company's operations and to reward them for enhancing shareholder value.
Prior to 2017, the framework for remuneration for the Executive Directors consisted of six main elements, as follows:
Element and purpose Operation Opportunity Performance measures
---------------------------- ---------------------------- ---------------------------- ----------------------------
Base salary Salaries are reviewed Salary increases will The salary review takes into
Reflects competitive market, annually by the Remuneration typically be in line with account individual
level, role and individual Committee. In setting those for other Company performance.
contribution salaries, the Committee employees. The Committee
considers pay levels and has discretion to award
practices at Avocet's higher increases in
principal competitors as exceptional circumstances,
well as FTSE-listed such as phased increases
companies of a similar size. for a newly appointed
The Committee also takes Executive Director, a
into account pay and material change in
conditions across complexity of the role or a
the Company when setting material movement in market
base salaries for the pay levels.
Executive Directors, to
ensure the relativities
are reasonable and
commensurate with
differences in experience,
skill levels and
responsibility.
---------------------------- ---------------------------- ---------------------------- ----------------------------
Pension All Executive Directors are Minimum employer None
To allow individuals to save eligible to participate in contribution of 3% of base
for an income on retirement the Company's Defined salary. Employees may
Contribution contribute up to 6% of their
Pension Scheme. salary, which is matched by
additional employer
contributions giving a
maximum total combined
pension contribution of 15%
of salary. The maximum
employer contribution is 9%
of salary.
---------------------------- ---------------------------- ---------------------------- ----------------------------
Benefits Executive Directors are Benefits vary by role and None
To support the individual in eligible to receive benefits individual. The Committee
their undertaking of the such as medical insurance periodically reviews the
role and gym membership. cost of providing
benefits and has discretion
to approve additional
benefits in exceptional
circumstances, such
as relocation or expat
benefits. Excluding these,
the cost of benefits will
not exceed 10%
of salary.
---------------------------- ---------------------------- ---------------------------- ----------------------------
Share Incentive Plan A HMRC approved Share Employees, including None
To allow UK tax residents to Incentive Plan that allows Executive Directors, may
purchase shares in the UK tax residents to receive receive bonus shares each
Company under favourable tax bonus shares year up to the HMRC
terms in the Company under approved limit (currently
favourable tax terms GBP3,000 of gross pay).
(provided they are held in
the scheme for a minimum
of 5 years).
---------------------------- ---------------------------- ---------------------------- ----------------------------
Annual incentive (including Performance is assessed over Maximum opportunity of 75% Key performance indicators
deferral) one year against measures, of salary, with 50% of include gold production,
Motivates the achievement of weightings and targets that salary payable for an cash costs, profitability
annual financial, operating are set on-target level of and specific
and strategic goals, as well at the start of the year performance and 25% payable strategic milestones, as
as individual 50% of any award in excess for threshold performance. well as personal
performance goals of GBP30,000 is subject to performance.
mandatory deferral into To ensure that awards
Avocet shares appropriately reflect Health, safety and
which vest after a one-year business performance, the environmental performance
holding period, subject to Committee has discretion acts as an over-ride at the
continued employment. The to adjust awards upwards or discretion of the
remainder downwards within the maximum Remuneration Committee
of any award is paid in award level of 75% of (which in extreme
cash. salary. circumstances could lead to
a zero bonus)
No clawback or malus is
operated in respect of this
scheme.
---------------------------- ---------------------------- ---------------------------- ----------------------------
Performance Share Plan Awards are normally made Maximum award of 200% of Avocet's TSR over the 3-year
Drives long-term value annually and vest after salary based on face value period relative to
creation and aligns 3-years subject to of award. comparable gold-mining
executives' and performance. Performance companies.
shareholders' interests is assessed based on TSR The Committee's policy is to
performance targets set at determine the appropriate Details of performance
the start of the performance award sizes on an annual targets will be provided in
period. basis, taking the annual report for the
into account performance of year in which
Awards may be delivered in both the Company and the the award is made, providing
shares or nil-cost options. individual. they are not commercially
Any award finally vesting sensitive.
may be increased to take 25% of an award vests for
into account dividend threshold performance, with
payments in the period. straight-line vesting
between threshold
No clawback or malus is and maximum. No award vests
operated in respect of this for below the threshold
scheme. level of performance.
---------------------------- ---------------------------- ---------------------------- ----------------------------
Share Option Plan Options may be awarded to Maximum award of 200% of The Remuneration Committee
To provide a means of employees with an exercise salary based on face value will determine the
alignment to shareholders' price per share equal to the of award. appropriate performance
interests that is market value measures to apply to
appropriate also for use of a share at the time of The Committee's policy is to each option award prior to
below the senior executive grant. Grants of options determine the appropriate grant, tailored to the
level will vest after three years, award sizes on an annual strategic objectives of the
subject to basis, taking Company at the
performance and be into account performance of relevant time. Measures may
exercisable for up to 10 both the Company and the include, but are not limited
years from grant. individual. to, a minimum level of share
price
No clawback or malus is Up to 25% of an award vests growth.
operated in respect of this for threshold performance.
scheme. Vesting will also be subject
to the Remuneration
Committee's satisfaction
that underlying
financial performance is at
a sufficient level such that
vesting is appropriate.
Details of performance
measures and targets will be
provided in the annual
report for the
year in which the award is
made, providing they are not
commercially sensitive.
---------------------------- ---------------------------- ---------------------------- ----------------------------
Remuneration Policy for Non-Executive Directors
Element and purpose Operation Opportunity Performance measures
------------------------------ ------------------------------- ------------------------------- --------------------
Annual fee Annual fees are reviewed Fees will be varied in line Not applicable
To reflect the annually by the Board with the outcome of the annual
responsibilities and time review
spent by the Directors on the Non-executive Directors do not
affairs of the Company vote on any increases of their
own fees
------------------------------ ------------------------------- ------------------------------- --------------------
Awards under previous remuneration policies
Any awards or remuneration commitments made to directors under previous remuneration policies will continue to be honoured.
Approach to recruitment remuneration
In considering the remuneration levels for new directors, the Committee takes into account the market rate for similar roles, as well as considering the remuneration levels offered to existing and previous directors of the Company.
Service contracts
The Executive Director currently has an employment contract which may be terminated by the Company with three months of notice, or by the employee with three months of notice. No other payments are made to Executive Directors for compensation for loss of office.
It was also agreed that the CEO and CFO would be allowed to claim expenses for accommodation, travel, and other costs incurred wholly and necessarily in relation to their roles at Avocet. In the event that the aggregate of these costs for the 12 month period ending 31 March 2018 were less than GBP75k (excluding site and other business trips) then 50% of the difference between the actual expenses claimed and GBP75k would be payable as a cost saving bonus, subject only to approval of the Remuneration Committee Chairman. During 2017 the CEO and CFO did not claim any expenses and no bonus was paid out.
Non-executive Directors receive a formal letter of appointment setting out their duties and responsibilities. These letters are available for inspection at the Company's registered office.
Exit payment policy
The Company's policy is to limit severance payments on termination to pre-established contractual arrangements. In the event that the employment of an Executive Director is terminated, any compensation payable will be determined in accordance with the terms of the service contract between the Company and the employee, as well as the rules of any incentive plans. Any payment in lieu of notice will be limited to salary and benefits and will be subject to mitigation. Below we have outlined how incentives are typically treated in specific circumstances.
PSP and Share Option awards: For good leavers (normally defined as a participant ceasing to be employed by the Group by reason of death, injury, ill-health or disability, retirement with the agreement of the Board, redundancy, the employing company ceasing to be part of the Group, or any other reason which the Board permits), awards may vest within 30 days of cessation, subject to pro-rating for the proportion of the vesting period elapsed and the extent to which performance conditions are determined to have been achieved. For leavers for any other reason, awards lapse on cessation.
Difference between director remuneration policy and that for other employees
The remuneration policy for senior executives is consistent with that for Executive Directors, including participation in the Company's PSP and Share Option schemes. Below this level employees participate in incentive schemes tailored to their role, as appropriate and receive salaries and benefits which are consistent with local market practice.
Consideration of employment conditions
When setting Executive Director remuneration, the Committee considers the remuneration and overall conditions for all employees. The Committee does not annually consult with employees when deciding the remuneration policy for Executive Directors, however the Committee receives regular updates on salary increases, bonus and share awards made to Group employees and is aware of how the remuneration of Directors compares to that of other employees. These matters were taken into account when conducting the most recent review of executive remuneration.
Consideration of shareholder views
The Committee is always open to feedback from shareholders on remuneration policy and consults formally with them in advance of any significant changes being made. Our current remuneration policy has been updated with a reduction of the remuneration components since the approval at the Company's Annual General Meeting in May 2013.
ANNUAL REPORT ON REMUNERATION
This section of the report presents the remuneration paid to or receivable by directors in respect of 2017, as well as how we intend to implement our policy for 2018.
Please note that following the 10:1 consolidation of the Company's ordinary shares on 9 June 2016, all share figures quoted here (including the number and pricing of share options and PSPs) have been restated for consistency.
Single figure of total remuneration - audited
Long-Term
Benefits(1) Annual Incentive Incentive(2)
Salary US$000 US$000 Pension US$000 US$000 US$000 Total $000
-------------- ---------------- --------------- ---------------- ------------------ ----------------
12 months Dec Dec Dec Dec Dec Dec Dec Dec
ended 2016 2017 2016 Dec 2017 2016 2017 2016 Dec 2017 2016 Dec 2017 2016 Dec 2017
----------- ------ ------ ----- --------- ------ ------- ------ -------- ----- ----------- ------ --------
Executive Directors
BC
Wentink(3) - 253 - - - 6 - - - - - 259
DC
Cather(5) 371 193 - - 7 - - - - - 378 193
J Wynn(4) 269 110 6 5 24 6 - - - - 299 121
Non-executive Directors
RP Edey 40 41 - - - - - - - - 40 41
BJ Rourke 34 34 - - - - - - - - 34 34
G Wylie 34 34 - - - - - - - - 34 34
J Wynn(4) - 63 - - - - - - - - - 63
Notes
(1) Benefits include healthcare and dental cover
(2) Reflects the total value on vesting of long-term incentives with performance periods ending in the year. Note no options were exercised by Directors in 2016 or 2017
(3) BC Wentink was appointed to the Board on 3 April 2017
(4) J Wynn was appointed to the Board on 7 September 2015 and became a non Executive Director upon resignation effective 1 May 2017
(5) D Cather stood down from the Board on 8 September 2017
2017 annual incentive outcomes - audited
During 2017, as in 2016, the Company was under considerable pressure to conserve cash, in order to meet its obligations to creditors and financiers as far as possible and to achieve refinancing and refinancing that is critical to the future of the Company.
The Remuneration Committee therefore determined that, in order for there to be sufficient cash available to support an annual incentive payment to Directors and Senior Management, the performance of the Company in those KPIs normally used as a basis for target-setting (gold production, cash costs, cashflow, etc) would need to be substantially above levels that might be reasonably expected and on that basis, no annual incentive targets were set for 2017.
Long-term incentives vesting in 2017 - audited
Performance Share Plan (PSP) vesting in 2017
There were no PSP shares which vested in 2017.
Share Option Plan vesting in 2017
Details of those options held by Directors which vested in 2017 and 2016 are set out on page 30. None of these options had any embedded value on the date on which they became exercisable.
Scheme interests awarded during 2017 - audited
No share options were awarded to any staff during 2017.
Payments to past directors - audited
No payments were made to past Directors in 2017
Payments for loss of office - audited
No loss of office payments were made to Directors in 2017
Implementation of remuneration policy in 2017
Executive Directors
Executive Director salary levels for 2017 were as follows:
2017 salary (GBP) 2016 Salary (GBP) % increase
BC Wentink(1) 250,000 - n/a
D Cather(2) 150,000 300,000
J Wynn(3) 200,000 200,000 0%
(1) BC Wentink was appointed to the Board as CEO on 3 April 2017, at a salary of GBP250,000.
(2) D Cather waived 10% of his contractual salary and pension entitlement with effect from October 2015 and 7.3% with effect from May 2016. As of April 2017, D Cather stepped down as CEO and became technical director. He agreed to a yearly salary of GBP150,000.
(3) J Wynn was appointed to the Board on 7 September 2015, at a salary of GBP200,000.
In view of the recent performance of the Company and taking into account relevant benchmarking, the Committee decided not to increase salaries for Executive Directors in 2017.
Non-Executive Directors
Non-Executive Director fees for the years 2016-2017 are as follows:
Position 2017 2016 Chairman of the Board GBP30,000 GBP30,000 Non-executive Directors' fees GBP25,000 GBP25,000
The Chairman's fee was fixed at GBP30,000 per annum, with the other Non-executive Directors' fees at GBP25,000. No additional fees are payable in 2017 in respect of committee chairmanships. J. Wynn received a one-off incentive from May until October 2017 of GBP30,000 which was paid out in six instalments.
In recognition of cashflow pressures facing the Group, the Non-executive Directors agreed to defer fee payments from September 2017 until the completion of the Balaji deal, which was completed in February 2018.
Directors' shareholdings - audited
The beneficial interests of Directors and Persons Discharging Managerial Responsibility ('PDMRs') in the shares of the Company at 31 December 2017 were as follows:
Shares owned Restricted PSP shares Share options
shares held in EBT/SIP
---------- ------------ ----------
EBT SIP Total Performance conditions No performance Condition
---------- ------------ --------- ------ -------- ---------- ---------------------- ------------------------
DC Cather 5,000 1,492 - 1,492 - - 25,000
R Edey 15,032 - - - - - -
J Wynn 3,189 - 236 236 - - 10,000
------------ --------- ------ -------- ---------- ---------------------- ------------------------
23,221 1,492 236 1,728 - - 35,000
The following share options held by PDMRs had performance conditions but cancelled during 2017:
Date of grant 18 Mar 2010
Date first exercisable 18 Mar 2013
------------
Grant price (Pence) 1,050
------------
Performance condition See below
------------
J Wynn 7,500
------------
Total 7,500
------------
There are no shareholding guidelines currently in place for any of the directors.
Employee Benefit Trust and UK Share Incentive Plan
The Company has established an Employee Benefit Trust ('EBT') and a UK Share Incentive Plan ('SIP').
The EBT, which is administered by independent trustees, is funded by Avocet and holds shares that may be used, on the recommendation of the Remuneration Committee and at the discretion of the trustees, exclusively for the settlement of employee share awards. Shares released in this manner may be for the settlement of awards made under the Share Bonus Plan, Performance Share Plan, Annual Incentive Plan, or to satisfy the exercise of share options, as well as previous discretionary share bonus awards. Restricted shares may be held in the EBT prior to release.
During the year ended 31 December 2017, there were no movements of shares held under the EBT:
EBT shares EBT shares EBT shares EBT shares Date on which
allocated at 31 allocated during released/ allocated at 31 shares vest
December 2016 the period cancelled during December 2017
the period
------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Executive Directors
DC Cather 1,492 - - 1,492 02/05/14
Others
Others 682 - - 682
------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Total 2,174 - - 2,174
------------------- ------------------ ------------------ ----------------- ------------------ ------------------
The EBT held 33,430 shares at 31 December 2017.
During the year ended 31 December 2017, there were no share allocations or releases were made under the SIP.
SIP shares SIP shares SIP shares SIP shares Latest date on
allocated at 31 allocated during released/ allocated at 31 which shares vest
December 2016 the period cancelled during December 2017
the period
------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Non Executive
Directors
J Wynn 236 - - 236 13/05/15
Others
Others - - - -
------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Total 236 - - 236
------------------- ------------------ ------------------ ----------------- ------------------ ------------------
The SIP held 190 shares at 31 December 2017.
The EBT and SIP will be closed in 2018.
Share Option Schemes
In 2011, the Company introduced a new Share Option Plan. Prior to 2011, the Company awarded share options under an older scheme, originally introduced in 1999. All new awards are made under the newer scheme, however some outstanding awards under the older scheme are still outstanding and may be exercised at the appropriate time, providing the relevant performance conditions are satisfied (specifically the requirement for growth in the Company's net assets per share and returns to shareholders, through share price increase and dividends, to be in excess of at least half of the companies in the FTSE Gold Mines Index).
The share options held by the former Executive Directors under either of these schemes during the year were as follows:
Options Options Options Options Exercise Date of Date from Expiry date
held at 31 exercised/ granted held at 31 price grant which
December cancelled during the December (pence) exercisable
2016(1) during the period 2017
period
---------- ----------- ----------- ----------- ------------ ------------ ------------ ------------ -----------
DC Cather 25,000 - - 25,000 750 01/08/12 01/08/15 01/08/22
25,000 - - 25,000
J Wynn 7,500 (7,500) - - 1,050 18/03/10 18/03/13 18/03/17
1,333 - - 1,333 2,193 23/05/11 21/02/12 21/02/18
1,333 - - 1,333 2,193 23/05/11 21/02/13 21/02/18
1,334 - - 1,334 2,193 23/05/11 21/02/14 21/02/18
6,000 - - 6,000 2,297 12/03/12 12/03/15 12/03/22
17,500 (7,500) - 10,000
---------- ----------- ----------- ----------- ------------ ------------ ------------ ------------ -----------
(1) restated to reflect the changes as a result of the share consolidation which took place on 9 June 2016
The total number of active unexercised share options under both schemes is set out below:
Grant date Exercise price (pence) No of options Exercise date Expiry date
----------- ---------------------- -------------- ------------- -----------
08-Mar-13 235 75,000 08-Mar-16 08-Mar-23
01-Aug-12 750 25,000 01-Aug-13 01-Aug-22
23-May-11 2,193 3,000 21-Feb-12 21-Feb-18
3,000 21-Feb-13 21-Feb-18
3,000 21-Feb-14 21-Feb-18
12-Mar-12 2,297 16,000 12-Mar-15 12-Mar-22
Total 125,000
----------- ---------------------- -------------- ------------- -----------
Share Price Movements During 2017
The mid-market closing price of the Company's shares at 31 December 2017 was GBP0.16 (31 December 2016: GBP0.54). The highest and lowest trading prices of the Company's shares during the year were GBP0.84 and GBP0.16 respectively.
Interests of Directors and Persons Discharging Managerial Responsibility ('PDMRs')
Other than Directors and the Group's auditor, there were no other PDMRs during 2017.
The Remuneration Committee and its advisors
Avocet's remuneration policies, as well as specific awards for Directors and senior managers, are determined by the Remuneration Committee. Details of this Committee's purpose, composition, operation and responsibilities are set out on page 20.
The Chief Executive Officer attends meetings at the invitation of the Committee to provide guidance as appropriate on the impact of remuneration decisions and on the performance of senior executives; he does not participate directly in discussions which concern his own remuneration. The Company Secretary also attends.
None of the Committee had any personal financial interest in the matters to be decided, other than as shareholders, or any day to day involvement in running the business. All Directors are required to submit to the Board on an annual basis a declaration of their interests and to seek approval from the Board, whenever these interests change, to ensure that such changes do not cause a conflict in the interests of the individual in his capacity as a member of the Board.
Shareholder voting
The number of votes against the motion to accept the 2016 Remuneration Report at the 2017 AGM was not significant, as set out below:
Shares owned % of votes cast
For 10,627,586 99.84%
Against 16,159 0.15%
Withheld 1,000 0.01%
Total 10,644,745
This report has been approved by the Board.
Barry Rourke
Chairman, Remuneration Committee
4 July 2018
Independent auditor's report to the members of Avocet Mining plc
Disclaimer of Opinion We were engaged to audit the consolidated financial statements of Avocet
Mining Plc and its subsidiaries (the Group) for the year ended 31 December 2017, which comprise
the Consolidated income statement, the Consolidated statement of comprehensive income, the
Consolidated statement of financial position, the Consolidated statement of changes of equity,
the Consolidated cashflow statement for continuing operations and notes to the financial statements,
including a summary of significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union. We do not express an opinion on the accompanying
financial statements of the Company. Because of the significance of the matters described
in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain
sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial
statements.
Basis for Disclaimer of Opinion
The company entered into a transaction to sell 100% of its subsidiary, Socie te des Mines de Be lahouro SA (SMB) which held the operating Inata Mine on 18 December 2017 and the sale was completed on 8 February 2018. As at 31 December 2017 SMB was accounted for in accordance with IFRS5 "Non-current assets held for sale and discontinued activities". Following the sale of the subsidiary, management have only been able to obtain limited financial information, including journals, relating to SMB for transactions in the Consolidated income statement and balances in the Consolidated statement of financial position for the year ended 31 December 2017. Due to the lack of supporting information, we were unable to confirm or verify by alternative means the loss from discontinued operations, the assets classified as held for sale, and liabilities classified as held for sale. On 27 September 2017 the Company announced that a convoy carrying fuel to the Inata mine was subject to a security incident which resulted in two fatalities and two wounded from among the gendarme escort. Due to safety concerns arising from acts of terrorism, the counting of physical inventory and the yearend survey of the Ore Stockpile was not performed. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 December 2017, which are stated in the Statement of financial position at $14,587,000 included in Assets classified as held for sale.
As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of financial results and position of SMB that have been consolidated, and the related elements making up the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated cashflow statement.
Material uncertainty related to going concern
We draw attention to note 1 in the financial statements, which indicates that the group is reliant on the continuing support from an affiliate of Elliot Associates, the Company's largest shareholder. Should Elliott request the repayment of these loans, the Company would be obliged at short notice to seek alternative funding, which the Directors believe would be a considerable challenge. We were unable to obtain a letter of support to confirm that Elliot Associates would not recall the loan in the next twelve months.
In the associate agreement in regards to Tri-K, the operator, Managem, might not be able to produce a feasibility study over 1,000,000 ounces within the time frame of the contract. In addition, the profitability of the Tri-K project depends on the gold price. It is clear that a sustained fall in the gold price would threaten the economic viability of the Tri-K project, as well as the Group as a whole.
The Company relied until April 2017 on management fees out of the Inata mine, however as the mine experienced operational and cashflow issues, the funds were not available to settle management fees. The Company needed to rely on the money received from the Tri-K transaction in May 2017 and the subsequent transactions in 2018. After payment of the outstanding obligations and current Head Office obligations, the Company has funds available to fund Head Office costs for the next twelve months provided that the capital and the interest on the Elliott loan will not have to be paid in that period.
These situations indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Although this report is a disclaimer of opinion on the financial statements, it is not modified by this matter.
Who we are reporting to
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Overview of our audit approach
* Overall materiality: $593,000, which represents 2% of
the company's total revenue;
* The key audit matter identified was as accounting for
the Tri-K transaction; and
* Due to the sale of SMB, we did not attend local
management offices in Burkina Faso, instead performed
the work remotely in London. We were able to perform
testing on revenue through supporting documentation
in London covering 100% of revenue.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters described in the Basis of Disclaimer and Material Uncertainty Related to Going Concern sections, we have determined that the matters described below to be the key audit matters to be communicated in our report.
In arriving at our opinions set out in this report, we highlight the following risks that, in our judgement, had the greatest effect on our audit:
Audit risk How we responded to the risk
------------------------------------------ -----------------------------------------------------------------
Accounting for the Tri-K transaction Our audit work included, but
was not restricted to:
The exploration and extraction * We examined the information in the Sales Purchase
licences ('Tri-K asset') were Agreement and relevant supporting documentation;
transferred to a newly incorporated
company Société des
Mines de Mandiana SA ('SMM') together * We examined management's consideration of the
with the intercompany loans due criteria in IFRS 10 and IAS 28 to assess whether
to Avocet Mining Plc ('Avocet') management had either control, joint control or
in relation to exploration costs significant influence of Manacet; and
previously incurred on the Tri-K
asset.
* We examined and agreed management's calculations for
Avocet transferred its shareholding the valuation of the Associate and the gain on
in SMM to Manacet, a newly formed disposal of the inter-company loan.
entity in which Avocet holds 60%
interest.
On 22 May 2017 Avocet received The group's accounting policy
$4,000,000 for 40% of the intercompany on the accounting for the
loans held in SMM at the time Tri-K transaction is shown
of transfer, along with a commitment in note 3 to the financial
for Avocet to transfer a further statements and related disclosures
30% interest on second close. are included in note 16. The
Audit Committee identified
Although Avocet own 60% of the consideration of the accounting
voting rights, management have treatment of the interest
assessed, as a key judgement, in Tri-K as a significant
whether they have control or significant issue in its report on page
influence over the new entity 19, where the Audit Committee
in accordance with IFRS 10 Consolidated also described the action
Financial and IAS 28 'Investments that it has taken to address
in Associates and Joint Ventures'. this issue.
The determination of whether management Key observations
has control or has significant Management believe that they
influence of the new entity requires do not have control of Manacet
significant judgement. in accordance with IFRS 10
and this is reflected in their
Another significant judgment made current treatment of this
by management is the allocation transaction. This is despite
of the $4,000,000 proceeds to the fact they have a majority
the de-recognition of the intercompany shareholding in Manacet. Based
loans resulting in a gain through on the terms of the arrangement
the Consolidated income statement. and the nature of interaction
between the Company and Management,
We therefore identified the accounting we agree with this conclusion
for the Tri-K transaction as a and the accounting for a loss
significant risk, which was one of control whilst retaining
of the most significant assessed significant influence.
risks of material misstatement.
------------------------------------------ -----------------------------------------------------------------
Our application of materiality and an overview of the scope of our audit
Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature, timing and extent of our audit work and in evaluating the results of that work.
We determined materiality for the audit of the group financial statements as a whole to be $593,000 (2016: $837,000), which was approximately 2% of the group's revenues (2016: 1% of the group's revenue) in the year to 31 December 2017. This benchmark is considered appropriate because, as an operating company, this is an important measure of performance.
Revenues are considered to be the most appropriate benchmark due to their consistency in recent years and being an important measure of performance.
We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at 60% (2016: 60%) of financial statement materiality for the audit of the group financial statements.
We determined the threshold at which we will communicate misstatements to the audit committee to be $29,650 (2016: $41,850). In addition, we will communicate misstatements below that threshold that, in our view, warrant reporting on qualitative grounds.
An overview of the scope of our audit
Our approach was based on a thorough understanding of Avocet Mining plc's business and is risk based. We identified and concentrated our resources on areas of higher risk, including those areas of concern to the directors. The overall approach to the group audit included:
-- performing a full scope audit of the financial information of the UK head office, in respect of the parent company;
-- in relation to accounting for Tri-K, considered whether management had control or significant influence of Manacet and agree management's calculation for the valuation of the Associate and the gain on disposal of the intercompany loan; and
-- following the sale of SMB, management were only been able to obtain limited financial information, including journals, relating to SMB for transactions in the Consolidated income statement and balances in the Consolidated statement of financial position for the year ended 31 December 2017. Because of the significance of this and other matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence.
Opinions on other matters prescribed by the Companies Act 2006
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of our audit:
-- the information given in the strategic report and the directors' report for the financial year for which the group financial statements are prepared is consistent with the group financial statements and those reports have been prepared in accordance with applicable legal requirements;
-- the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and
-- information about the company's corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
Matter on which we are required to report under the Companies Act 2006
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the group and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in:
-- the strategic report or the directors' report; or
-- the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules
Matters on which we are required to report by exception
Arising from the limitation of our work referred to above:
-- we have not obtained all the information and explanations that we consider necessary for the purpose of our audit; and
-- we were unable to determine whether adequate accounting records have been kept.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
-- certain disclosures of directors' remuneration specified by law are not made.; or -- a corporate governance statement has not been prepared by the parent company.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the group financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of group financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for assessing the
group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our responsibility is to conduct an audit of the Group's financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report. However, because of the matter described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on those financial statements.
We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Other matters which we are required to address
We were appointed by the Board of Directors in 1996 for the first accounting period of the company. Our total uninterrupted period of engagement, including previous renewals and reappointments of the firm is 22 years, covering the periods ending 31 March 1996 to 31 December 2017.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group and we remain independent of the group in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
We have reported separately on the parent company financial statements of Avocet Mining Plc for the year ended 31 December 2017. That report includes details of the parent company key audit matters; how we applied the concept of materiality in planning and performing our audit; and an overview of the scope of our audit. That report includes a statement on a material uncertainty related to going concern.
Christopher Smith
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
4 July 2018
Consolidated income statement
For the year ended 31 December 2017
Year ended Year ended
31 December 31 December
2017 2016
Continuing Operations Note US$000 US$000
---------------------------------------------------- ---- ------------ ------------
Revenue - -
Cost of sales - -
---------------------------------------------------- ---- ------------ ------------
Gross profit/(loss) - -
---------------------------------------------------- ---- ------------ ------------
Administrative expenses (1,367) (843)
Gain on sale of Tri-K loan to Managold 5 4,016
Tri-K transaction costs 5 (1,475)
Loss on disposal of Tri-K assets 5 (18,781)
Profit/(loss) from operations (16,132) (2,318)
---------------------------------------------------- ---- ------------ ------------
Finance items
Exchange gains (7) (37)
Finance expense 11 (2,372) (2,056)
Profit/(loss) before taxation (18,511) (4,411)
---------------------------------------------------- ---- ------------ ------------
Analysed as:
Loss before taxation and exceptional items (3,746) (2,936)
Exceptional items 5 (14,765) (1,475)
Loss before taxation (18,511) (4,411)
---------------------------------------------------- ---- ------------ ------------
Taxation 12 - (234)
---------------------------------------------------- ---- ------------ ------------ Loss for the year from continuing operations (18,511) (4,645) Discontinued Operations (Loss)/profit for the year from discontinued operations 13 (7,425) 9,440 (Loss)/profit for the year (25,935) 4,795 Attributable to: Equity shareholders of the parent company (25,311) 3,623 Non-controlling interest (624) 1,172 ---------------------------------------------------- ---- ------------ ------------ (Loss)/profit for the year (25,935) 4,795 ---------------------------------------------------- ---- ------------ ------------ Earnings per share from continuing and discontinued operations: Basic profit/(loss) per share (cents per share) from continuing operations 14 (88.54) (22.22) Diluted profit/(loss) per share (cents per share) from continuing operations 14 (88.54) (22.22) Basic profit/(loss) per share (cents per share) from discontinued operations 14 (32.53) 39.55 Diluted profit/(loss) per share (cents per share) from discontinued operations 14 (32.53) 39.55 ---------------------------------------------------- ---- ------------ ------------ Adjusted EBITDA(1) 6 (1,367) (843) ---------------------------------------------------- ---- ------------ ------------
(1) Adjusted EBITDA represents earnings before exceptional items, finance items, depreciation, amortisation and impairments. EBITDA is not defined by IFRS but is commonly used as an indication of underlying cash generation.
The accompanying accounting policies and notes form an integral part of these financial statements.
Consolidated statement of comprehensive income
For the year ended 31 December 2017
Year ended Year ended
31 December 2017 31 December 2016
----------------- -----------------
US$000 US$000
----------------------------------------------- ----------------- -----------------
(Loss)/profit for the year (25,935) 4,795
Total comprehensive (loss)/income for the year (25,935) 4,795
------------------------------------------------ ----------------- -----------------
Attributable to:
Equity holders of the parent (25,311) 3,623
Non-controlling interest (624) 1,172
------------------------------------------------ ----------------- -----------------
Total comprehensive (loss)/income for the year (25,935) 4,795
------------------------------------------------ ----------------- -----------------
The accompanying accounting policies and notes form an integral part of these financial statements.
Consolidated statement of financial position
At 31 December 2017
31 December 2017 31 December 2016
Note US$000 US$000
----------------------------------------- ---- ---------------- ----------------
Non-current assets
Intangible assets 15 - 18,781
Associates 16 22 -
Property, plant and equipment 17 - -
22 18,781
Assets classified as held for
sale 20 22,573 -
----------------------------------------- ---- ---------------- ----------------
Current assets
Inventories 18 - 15,369
Trade and other receivables 19 149 4,550
Cash and cash equivalents - unrestricted 21 197 1,118
Cash and cash equivalents - restricted 21 - 3,784
----------------------------------------- ---- ---------------- ----------------
346 24,821
Total assets 22,941 43,602
----------------------------------------- ---- ---------------- ----------------
Current liabilities
Trade and other payables 22 2,749 36,551
Other financial liabilities 23 28,766 46,588
----------------------------------------- ---- ---------------- ----------------
31,515 83,139
Non-current liabilities
Other financial liabilities 23 - 8,775
Deferred tax liabilities 24 - 1,586
Provisions 25 102 15,704
----------------------------------------- ---- ---------------- ----------------
102 26,065
Liabilities classified as held
for sale 20 82,861 -
----------------------------------------- ---- ---------------- ----------------
Total liabilities 114,478 109,204
----------------------------------------- ---- ---------------- ----------------
Net liabilities (91,537) (65,602)
----------------------------------------- ---- ---------------- ----------------
Equity
Issued share capital 30 17,072 17,072
Share premium 146,391 146,391
Other reserves 31 17,895 17,895
Retained earnings (236,596) (211,285)
----------------------------------------- ---- ---------------- ----------------
Total equity attributable to
the parent (55,238) (29,927)
Non-controlling interest (36,299) (35,675)
----------------------------------------- ---- ---------------- ----------------
Total equity (91,537) (65,602)
----------------------------------------- ---- ---------------- ----------------
These financial statements were approved and signed on behalf of the Board of Directors.
BC Wentink BJ Rourke
The accompanying accounting policies and notes form an integral part of these financial statements.
4 July 2018
Avocet Mining PLC is registered in England No. 03036214
Consolidated statement of changes in equity
For the year ended 31 December 2017
Total
attributable
Share Share Other Retained to the Non-controlling Total
capital premium reserves earnings parent interest equity
US$000 US$000 US$000 US$000 US$000 US$000 US$000
--------------------------- -------- -------- --------- --------- ------------- --------------- --------
At 1 January 2016 17,072 146,391 17,895 (214,932) (33,574) (36,847) (70,421)
---------------------------- -------- -------- --------- --------- ------------- --------------- --------
Profit/(Loss) for the
year - - - 3,623 3,623 1,172 4,795
---------------------------- -------- -------- --------- --------- ------------- --------------- --------
Total comprehensive income
for the year - - - 3,623 3,623 1,172 4,795
---------------------------- -------- -------- --------- --------- ------------- --------------- --------
Share based payments - - - 24 24 - 24
Total transactions with
owners - - - 24 24 - 24
---------------------------- -------- -------- --------- --------- ------------- --------------- --------
At 31 December 2016 17,072 146,391 17,895 (211,285) (29,927) (35,675) (65,602)
---------------------------- -------- -------- --------- --------- ------------- --------------- --------
Profit/(Loss) for the
year - - - (25,311) (25,311) (624) (25,935)
---------------------------- -------- -------- --------- --------- ------------- --------------- --------
Total comprehensive income
for the year - - - (25,311) (25,311) (624) (25,935)
---------------------------- -------- -------- --------- --------- ------------- --------------- -------- Total transactions with - - - owners - - - - --------------------------- -------- -------- --------- --------- ------------- --------------- -------- At 31 December 2017 17,072 146,391 17,895 (236,596) (55,238) (36,299) (91,537) ---------------------------- -------- -------- --------- --------- ------------- --------------- --------
The accompanying accounting policies and notes form an integral part of these financial statements.
Consolidated cash flow statement
For the year ended 31 December 2017
Year ended Year ended
31 December 2017 31 December 2016
Note US$000 US$000
------------------------------------------- ---- ----------------- -----------------
Cash flows from operating activities
Profit/(loss) for the year (18,511) 4,795
Adjusted for:
Depreciation of non-current assets 17 - 266
Loss on disposal of intangible assets 15 18,781 -
Share based payments - 24
Provisions 25 31 3,313
Taxation in the income statement - 483
Other non-operating items in the income
statement 29 (3,770) 3,154
(3,469) 12,035
Movements in working capital
Decrease in inventory - 1,904
Decrease in trade and other receivables 234 1,436
Increase in trade and other payables (599) 1,214
Net cash generated by operations (3,834) 16,589
Interest paid - (3,067)
Income tax paid - (232)
------------------------------------------- ---- ----------------- -----------------
Net cash used in discontinued operations (3,373) -
------------------------------------------- ---- ----------------- -----------------
Net cash generated by operating activities (7,207) 13,290
------------------------------------------- ---- ----------------- -----------------
Cash flows from investing activities
Payments for property, plant and equipment - (149)
Proceeds on sale of financial assets 5 4,000 -
Investment in associate 16 (22) -
Payments relating to transaction costs - (133)
Net cash used in investing activities 3,978 (282)
------------------------------------------- ---- ----------------- -----------------
Cash flows from financing activities
Loans repaid 20 - (19,366)
Proceeds from debt 20 - 5,635
Payments in respect of finance leases 20 - (322)
Net cash flows (used in)/generated
by financing activities - (14,053)
------------------------------------------- ---- ----------------- -----------------
Net cash movement (3,229) (1,045)
------------------------------------------- ---- ----------------- -----------------
Exchange gains 8 91
------------------------------------------- ---- ----------------- -----------------
Total (decrease)/increase in cash and
cash equivalents (3,221) (954)
------------------------------------------- ---- ----------------- -----------------
Cash and cash equivalents at start
of the year 4,902 5,856
------------------------------------------- ---- ----------------- -----------------
Cash and cash equivalents at end of
the year 1,681 4,902
------------------------------------------- ---- ----------------- -----------------
Cash and cash equivalents included
in disposal group 1,484 -
------------------------------------------- ---- ----------------- -----------------
Cash and cash equivalents at year end
for continuing operations 197 4,902
------------------------------------------- ---- ----------------- -----------------
The accompanying accounting policies and notes form an integral part of these financial statements.
Notes to the financial statements
For the year ended 31 December 2017
1. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS ('IFRS')
The Group financial statements consolidate those of the Company and of its subsidiary undertakings; the Group financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ('IFRS') and International Financial Reporting Interpretations Committee ('IFRIC') interpretations as adopted by the European Union at 31 December 2017.
The Group financial statements have been prepared under the historical cost convention except for share based payments that are fair valued at the date of grant and other financial assets and liabilities that are measured at fair value. The accounting policies applied in these financial statements are unchanged from those used in the previous annual financial statements.
Certain amounts included in the consolidated financial statements involve the use of judgement and/or estimation. Judgements, estimations and sources of estimation uncertainty are discussed in note 2.
The Parent Company financial statements in notes 38 to 51 present information about the Company as a separate entity rather than about the Group and have been prepared under Financial Reporting Standard 101 "Reduced disclosure framework" (FRS101) as permitted by the Companies Act 2006.
In issue but not effective for periods commencing on 1 January 2018
New standards and interpretations currently in issue but not effective, based on EU mandatory effective dates, for accounting periods commencing on 1 January 2018 are:
IFRS 9 Financial Instruments (IASB effective date 1 January 2018)(1, 3)
IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018)(1,3)
IFRS 16 Leases (effective 1 January 2019)(1)
IFRIC 22 Foreign Currency Translations and Advance Consideration (Effective 1 January 2018)(2)
Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions (effective 1 January 2018) (2)
Annual Improvements to IFRSs 2014 - 2016 Cycle (effective 1 January 2018)(2)
(1) Endorsed by the EU
(2) Not Endorsed by the EU
(3) EU effective date is 1 January 2018
The Directors anticipate that the above pronouncements, where relevant, will be adopted in the Group's financial statements for the year beginning 1 January 2018 and will have little impact on the Group's accounting policies or results.
Going concern
Continued financial support from Elliott
The Company has the following loans, which totalled US$29.9 million on 4 July 2018, due to an affiliate of Elliott Associates, its largest shareholder:
1. First Loan - taken out in March 2013, under which US$22.4 million was outstanding at 4 July 2018 comprising US$15.0 million principal and US$7.4 million accrued interest. The first loan was due on 31 December 2013 and is secured against the Tri-K asset in Guinea;
2. Second Loan - unsecured demand loan of US$4.2 million consisting of US$3.05 million principal plus accrued interest of US$1.16 million. The initial US$1.5 million was drawn down in January 2015 and a further US$0.75 million was drawn down in three equal tranches between January and March 2016 and a further US$0.8 million was drawn down in four equal tranches between April and July 2016; and
3. Third Loan - demand loan of US$3.3 million consisting of US$2.45 million principal plus accrued interest of US$0.8 million. The initial US$2.05 million was drawn down in August 2015 (of which US$1.55 million was used to repay a previous unsecured loan) and a further US$0.4 million was drawn down between September and October 2015. These amounts are secured over a range of Group assets including intragroup loans, shares in subsidiaries and over the gold in circuit and gold in transit of the Inata gold mine.
The First Loan was entered into in March 2013 in order to finance the Tri-K project Feasibility Study in Guinea. It had been intended to repay this facility by 31 December 2013 using cashflows from the Inata gold mine, however a fall in the gold price combined with production difficulties meant that this was not possible. Since 1 January 2014, the facility has been in default and is therefore repayable on demand.
The Second Loan and the Third Loan were drawn down over the course of 2015 and into 2016 and were used to provide funding for corporate and administrative activities in London and in Guinea.
These loans are repayable on demand and if repayment was requested by Elliott, the Company would have considerable difficulty in raising external financing needed to settle these amounts in full.
Since 2014, the cashflow shortages resulting from gold prices and lower production at the Inata mine meant the Company has relied primarily on loan financing from Elliott in order to meet its running costs of its head office and Guinea administrative functions.
These loans represent short-term facilities with high interest rates (between 11% and 14%). In order to become financially secure, the Company will need to negotiate a restructuring of these loans with Elliott.
Accordingly, the Company is reliant on the continuing support of the Elliott Lender.
In addition, the interest burden of the Elliott Loans, which is in excess of US$200k per month, cannot currently be met out of Company funds and therefore it will be necessary to restructure these loans in order to put the Company on a sustainable financial footing. Negotiations with Elliott are ongoing, as any solution will need to take into consideration the investment of any external financier who may be interested in investing in some or all of the Group's assets.
Notwithstanding the need to restructure the terms of these loans, the Company believes funds generated through its interest in Tri-K to be the most likely means of repaying its debts to Elliott. It is not yet possible to be certain as to the means through which this repayment might be achieved, however possibilities include:
- the raising of significant external finance for the construction of Tri-K (in order to avoid dilution of Avocet's 30% interest), which might allow a restructuring of the current debt facilities with Elliott;
- Use of proceeds of the sale of Avocet's interest in the project to repay Elliott;
- Application of intra-group loans and dividend payments from Tri-K once it enters into production.
Should Elliott request the repayment of these loans, the Company would be obliged at short notice to seek alternative funding, which would be a considerable challenge. However, management continues to have ongoing dialogue around the debt and do not believe that Elliott currently intends to demand repayment of their loans within the next 12 months.
Head office creditors
Apart from the Elliott Loans, the head office creditors are primarily advisers whose fees relate to the disposals of the Burkina Faso subsidiaries and the Wega Mining transaction and directors' fees. These creditors understood that they will be repaid on receipt of the proceeds of the transactions and were prepared to await these events. These creditors have now been repaid.
The Company relied until April 2017 on management fees out of the Inata mine, however as the mine experienced operational and cashflow issues, the funds were not available to settle management fees. The Company needed to rely on the money received from the Tri-K transaction in May 2017 and the subsequent transactions in 2018. After payment of the outstanding obligations and current Head Office obligations, the Company has funds available to fund Head Office costs in the next twelve months provided that the capital and the interest on the Elliott loan will not have to be paid in that period.
Gold price
The sensitivities of Tri-K's cashflows to different gold prices cannot be determined before the completion of its BFS, however, as with any gold mine, its profitability and value are likely to be heavily dependent on the gold price.
It is clear that a sustained fall in the gold price would threaten the economic viability of the Tri-K project - as well as the Avocet Group as a whole.
Tri-K project
In the agreement in regards to Tri-K, the operator, Managem, might not be able to produce a feasibility study over 1,000,000 ounces within the time frame of the contract, which would have implications for future cash flow.
Conclusion
The above areas of risk represent material uncertainties that may cast significant doubt over the ability of the Group to continue as a Going Concern and that it may be unable to realise its assets and discharge all of its liabilities. Nevertheless, the Directors have a reasonable expectation that these risks can be managed, or will not come to pass and accordingly the Financial Statements have been prepared on a Going Concern basis and do not include the adjustments that would result if the Group were unable to continue as a Going Concern.
2. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND SOURCES OF ESTIMATION UNCERTAINTY
Certain amounts included in the financial statements involve the use of judgement and/or estimation. These are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience. However, judgements and estimations regarding the future are a key source of uncertainty and actual results may differ from the amounts included in the financial statements. Information about judgements and estimation is contained in the accounting policies and/or other notes to the financial statements. Judgements are not considered sensitive and therefore no sensitivity analysis is included. The key areas are summarised below:
Deferred exploration expenditure
The recoverability of exploration expenditure capitalised within intangible assets is assessed based on a judgement about the feasibility of the project and estimates of its future cash flows. Future gold prices, operating costs, capital expenditure and production are sources of estimation uncertainty. The Group periodically makes judgements as to whether its deferred exploration expenditure may have been impaired, based on internal and external indicators. Any impairment is based on estimates of future cash flows. In particular, the Group recognises that, if it decides, or is compelled due to insufficient funding, to withdraw from exploration activity at a project, then the Company would need to assess whether an impairment is necessary based on the likely sale value of the property. Certain relevant judgements are discussed in note 7 in respect of the impairment of mining assets.
Carrying values of property, plant and equipment
The Group periodically makes judgements as to whether its property, plant and equipment may have been impaired, based on internal and external indicators.
The carrying value of assets was compared to the recoverable amount. The recoverable amount used in the impairment review was calculated on liquidation basis performed by independent valuators. The recoverable amount is the higher of fair value less cost to sell and value in use. An impairment is recognised immediately as an expense. Where there is a reversal of the conditions leading to an impairment, the impairment is reversed as income through the income statement.
Accounting treatment for the Tri-K transaction
Although at year-end the Company holds 60% voting rights in Manacet, it has, despite attempts, been unable to exert its rights, therefore a key judgement was made to assess the control. Since first closing the directors have been unable to obtain all the information they have required from the operator and operational and financial decisions have been taken without consultation with Avocet. This continues to be the case up to the date of signing. Therefore along with the consideration of operational barriers preventing Avocet from exercising its rights, for the purposes of IFRS 10, Management considers that it does not control Manacet. As such the entity is not consolidated but reported as an associate.
The Company applied the equity method as described in IAS28. At the moment of first closing of the transaction, the Company holds 60% of equity with a total value of US$ 22,200. Throughout the year the value maintained the same. Accordingly, there will be no change in the value of the equity until second closing takes place.
Functional currencies
Identification of functional currencies requires a judgement as to the currency of the primary economic environment in which the companies of the Group operate. This is based on analysis of the economic environments and cash flows of the subsidiaries of the Group.
Taxation and deferred tax
Within the Group there are entities with significant losses available to be carried forward against future taxable profits. The quantum of the losses or available deductions for which no deferred tax asset is recognised is set out in note 12. Estimates of future profitability are required when assessing whether a deferred tax asset may be recognised. The entities in which the losses and available deductions have arisen are principally non-revenue generating exploration companies and corporate management functions. It is not expected that taxable profits will be generated in these entities in the foreseeable future and therefore the Directors do not consider it appropriate to recognise a deferred tax asset. Judgements made in estimating future profitability include forecasts of cash flows and the timing of intercompany recharges.
Inventory valuations
Valuations of gold in stockpiles and in circuit require estimations of the amount of gold contained in and recovery rates from, the various works in progress. These estimations are based on analysis of samples and prior experience. A judgement is also required about when stockpiles will be used and what gold price should be applied in calculating net realisable value; these are both sources of uncertainty.
The value of consumables and spares in inventory are normally held at the lower of cost and realisable value. In the 2017 accounts, provisions were made against slow and obsolete stock items, such that all items greater than 1 year old were written down in full and the overall carrying value was decreased to just 10% of the cost. Management believe this to be a reasonable resale level for recently bought stock items.
Restoration, rehabilitation and environmental provisions
Such provisions require a judgement on likely future obligations, based on assessment of technical, legal and economic factors. The ultimate cost of environmental remediation is uncertain and cost estimates can vary in response to many factors, including changes to the relevant legal requirements, the emergence of new restoration techniques and changes to the life of mine.
Provisions and contingent liabilities
Judgements are made as to whether a past event has led to a liability that should be recognised in the financial statements or disclosed as a contingent liability. Quantifying any such liability often involves judgements and estimations. These judgements are based on a number of factors including the nature of the claim or dispute, the legal process and potential amount payable, legal advice received, previous experience and the probability of a loss being realised. Each of these factors is a source of estimation uncertainty.
Recoverability of VAT
Recoverability of the VAT receivable in Burkina Faso is assessed based on a judgement of the validity of the claim and, following review by management, the carrying value in the financial statements is considered to be fully recoverable.
3. ACCOUNTING POLICIES
Consolidation
The Group financial statements consolidate the results of the Company and its subsidiary undertakings using the acquisition accounting method. On acquisition of a subsidiary, all of the subsidiary's identifiable assets and liabilities which exist at the date of acquisition are recorded at their fair values reflecting their condition on that date. The results of subsidiary undertakings acquired are included from the date of acquisition. In the event of the sale of a subsidiary, the subsidiary results are consolidated up to the date of completion of the sale.
The cost of an acquisition is measured by the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition where the acquisition completed prior to accounting periods commencing 1 January 2010. For any acquisitions occurring after 1 January 2010, the costs of acquisition are recognised in the income statement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date irrespective of the extent of any Non-controlling interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of the acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement as a gain.
Exchange differences arising from the translation of the net investment in foreign entities are taken to equity. All other transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated, unless the unrealised loss provides evidence of an impairment of the asset transferred.
Exceptional items
Exceptional items are those significant items which are separately disclosed by virtue of their size or incidence to enable a full understanding of the Group's financial performance. Transactions which may give rise to exceptional items include the impairment of property, plant and equipment and deferred exploration expenditure, the cost of restructuring forward contracts and material profit or losses on disposals.
Segmental reporting
An operating segment is a component of the Group engaged in exploration or production activity that is regularly reviewed by the Chief Operating Decision Maker ('CODM') for the purposes of allocating resources and assessing financial performance. The CODM is considered to be the Board of Directors. The segment reported does not include any amounts for any discontinued operations.
The Group does not report geographic segments by location of customer as its business is the production of gold which is traded as a commodity on a worldwide basis. Sales are made into the bullion market, where the location of the ultimate customer is unknown.
Foreign currency translation
1. Functional and presentational currency
The functional currency of the entities within the Group is the US dollar, as the currency which most affects each company's revenue, costs and financing. The Group's presentation currency is also the US dollar.
2. Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at reporting period end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement. The exchange rate used at balance sheet date 31 December 2017 to translate into the functional currency 1GBP equals US$ 1.35035.
Revenue
Revenue is the fair value of the consideration receivable by the Group for the sale of gold bullion. All revenue is derived from the sale of gold produced by the Inata gold mine. Gold doré is produced at Inata and shipped to South Africa for refining into gold bullion, being gold of 99.99% purity. Revenue is recognised when the risks and rewards of ownership pass to the purchaser.
Intangible assets
All directly attributable costs associated with mineral exploration including those incurred through joint venture projects are capitalised within Non-current intangible assets pending determination of the project's feasibility. If an exploration project is deemed to be economically viable based on feasibility studies, the related expenditures are transferred to property, plant and equipment and amortised over the life of the mine on a unit of production basis. Where a project is abandoned or is considered to be no longer economically viable, the related costs are written off. The cost of ancillary services supporting the exploration activities are expensed when incurred.
Property, plant and equipment
Mining property and plant consists of mine development costs (including mineral properties, buildings, infrastructure and an estimate of mine closure costs to be incurred at the end of the mine life), plant and machinery and vehicles, fixtures and equipment.
Mining property and plant is initially recognised at the cost of acquisition and subsequently stated at cost less accumulated depreciation and any impairment. The cost of acquisition is the purchase price and any directly attributable costs of acquisition or construction required to bring the asset to the location and condition necessary for the asset to be capable of operating in the manner intended by management.
Mining property and plant is depreciated over the shorter of the estimated useful life of the asset using the straight-line method, or the life of mine using the unit of production method and life of mine reserve ounces. Residual values and useful lives are reviewed on an annual basis and changes are accounted for over the remaining lives.
Exploration property, plant and equipment comprises vehicles and camp buildings specifically used in the Group's exploration programmes. Exploration property and plant is depreciated over 3-7 years on a straight-line basis.
The following depreciation methods and asset life estimates are used for the components of mining and exploration property and plant:
Category Depreciation method Asset life -------------------------------- ------------------- ------------ Mine development costs Unit of production Life of mine Plant and machinery Unit of production Life of mine Vehicles, fixtures and equipment Straight-line 3-7 years Office Equipment Straight-line 3-7 years Exploration property and plant Straight-line 3-7 years -------------------------------- ------------------- ------------
Treasury shares
Treasury shares are held at cost and are deducted from equity. Any gain or loss on the sale or transfer of treasury shares is recognised in the statement of changes in equity.
Own shares
Own shares are held in the EBT and SIP and are recorded at cost and deducted from equity. Any gain or loss on the sale or transfer of these shares is recognised in the statement of changes in equity.
Impairment of intangible assets and property, plant and equipment
The Group carries out a review at each balance sheet date to determine whether there is any indication that the above assets are impaired. Assets are assessed for indicators of impairment (and subsequently tested for impairment if an indicator exists) at the level of a Cash Generating Unit ('CGU'). A CGU is the smallest group of assets that generates cash inflows from continuing use. If an indication of impairment exists, the recoverable amount of the asset or CGU is estimated based on future cash flows, in order to determine the extent of impairment.
The recoverable amount is the higher of fair value less cost to sell and value in use. An impairment is recognised immediately as an expense. Where there is a reversal of the conditions leading to an impairment, the impairment is reversed as income through the income statement.
Investments in associates
Investments in associates are included using the equity method as described in IAS28. 7hIf we value the investment based on judgement, this is included in chapter 2 significant judgements and estimates.
Inventories
Inventories comprise consumables, work in progress, stock pile and finished goods. Consumables are recognised at average cost and are subsequently held at the lower of cost less a provision for obsolescence and net realisable value. Work in progress consists of ore in stockpiles and gold in process and is valued at the lower of average production cost and net realisable value. Finished goods represent gold doré that is undergoing refining processes, or gold bullion awaiting sale. Finished goods are valued at the lower of average production cost and net realisable value. Net realisable value is the estimated selling price less the estimated cost of completion and any applicable selling expenses.
Financial assets
Financial assets are classified into the following specific categories which determine the basis of their carrying value in the statement of financial position and how changes in their fair value are accounted for: at fair value through profit and loss, available for sale and loans and receivables. Financial assets are assigned to their different categories by management on initial recognition, depending on the purpose for which the investment was acquired.
Available for sale financial assets are included within non-current assets unless designated as held for sale in which case they are included within current assets. They are carried at fair value at inception and changes to the fair value are recognised in other comprehensive income; when sold, or impaired, the accumulated fair value adjustments recognised in other comprehensive income are reclassified through the income statement.
Trade and other receivables are measured on initial recognition at fair value and subsequently at amortised cost using the effective interest rates.
De-recognition of financial instruments occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least annually at each balance sheet date whether or not there is objective evidence that a financial asset or a group of financial assets is impaired.
Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand deposits and short term highly liquid investments and are measured at cost which is deemed to be fair value as they have short-term maturities.
Leases
Finance leases are recognised as those leases that transfer substantially all the risks and rewards of ownership. Assets held under finance leases are capitalised and the outstanding future lease obligations are shown in liabilities at the fair value of the lease, or if lower at the present value of the lease payments. They are depreciated over the term of the lease or their useful economic lives, whichever is the shorter. The interest element (finance charge) of lease payments is charged to the income statement on a constant basis over the period of the lease.
All other leases are regarded as operating leases and the payments made under them are charged to the income statement in the period on a straight-line basis. The Company does not act as a lessor.
Financial liabilities
Financial liabilities include loans, overdrafts, forward contracts and trade and other payables. In the statement of financial position these items are included within Non-current liabilities and Current liabilities. Financial liabilities are recognised when the Group becomes a party to the contractual agreements giving rise to the liability. Interest related charges are recognised as an expense in Finance costs in the income statement unless they meet the criteria of being attributable to the funding of construction of a qualifying asset, in which case the finance costs are capitalised.
Trade and other payables and loans are recognised initially at their fair value and subsequently measured at amortised costs using the effective interest rate, less settlement payments.
Forward contracts are designated as held for trading financial assets or liabilities at fair value through profit or loss, in accordance with IAS39, on the basis that they represent derivatives not designated as hedging instruments. As a result the forward contracts are recognised at fair value as defined under IFRS 13.
Borrowing costs
Borrowing costs that are incurred in respect of the construction of a qualifying asset are capitalised where the construction of an asset takes a substantial period of time to be prepared for use. Other borrowing costs are expensed in the period in which they are incurred and reported in finance costs.
Income taxes
Current income tax liabilities comprise those obligations to fiscal authorities in the countries in which the Group carries out mining operations and where it generates its profits. They are calculated according to the tax rates and tax laws applicable to the financial period and the country to which they relate. All changes to current tax assets and liabilities are recognised as a component of the tax charge in the income statement.
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amount of assets and liabilities in the consolidated financial statements with their respective tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects taxes or accounting profit.
Deferred tax liabilities are provided for in full; deferred tax assets are recognised when there is sufficient probability of utilisation. Deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date.
Pension obligations
The only defined benefit pension scheme operated by the Group relates to a former US subsidiary undertaking which is no longer part of the Group. Accordingly full provision has been made for outstanding post-retirement benefits. The liability recognised in the statement of financial position is the present value of the Defined Benefit Obligation ('DBO') at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised actuarial gains or losses and past service costs. The DBO is calculated annually by independent actuaries using the projected unit credit method or an accepted equivalent in the USA and independent assumptions. The present value of the DBO is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability. Actuarial gains and losses are not recognised in the income statement.
Provisions, contingent liabilities and contingent assets
Other provisions are recognised when the present obligations arising from legal or constructive commitment, resulting from past events, will probably lead to an outflow of economic resources from the Group which can be estimated reliably. Provisions are measured at the present value of the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the balance sheet date. All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
Restoration, rehabilitation and environmental costs
An obligation to incur restoration, rehabilitation and environmental costs arises when environmental disturbance is caused by the development or ongoing production of a mining property. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present values, are provided for in full as soon as the obligation to incur such costs arises and can be quantified. On recognition of a full provision, an addition is made to property, plant and equipment of the same amount; this addition is then charged against profits on a unit of production basis over the life of the mine.
Share based payments
The Group operates equity settled share based compensation plans for remuneration of its employees, which may be settled in cash under certain circumstances. All employee services received in exchange for the grant of any share based compensation are measured at their fair values. These are indirectly determined by reference to the share based award. Their value is appraised at the grant date and excludes the impact of any non-market vesting conditions.
All share based compensation is ultimately recognised as an expense in profit and loss with a corresponding credit to retained earnings, net of deferred tax where applicable. Where share based compensation is to be cash settled, such as certain share based bonus awards, the corresponding credit is made to accruals or cash. The Group has certain share option schemes that may be settled in cash at the absolute discretion of the Board. Currently, it is the expectation that the options will be settled in shares, when exercised.
If any equity settled share based awards are ultimately settled in cash, then the amount of payment equal to the fair value of the equity instruments that would otherwise have been issued is accounted for as a repurchase of an equity interest and is deducted from equity. Any excess over this amount is recognised as an expense.
If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. No adjustment to the expense recognised in prior periods is made if fewer share options are ultimately exercised than originally granted.
Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, up to the nominal value of the shares issued, are allocated to share capital with any excess being recorded in share premium.
Share based payment disclosures have been amended to account for the share consolidation which took place on 9 June 2016.
Non-current assets and liabilities classified as held for sale and discontinued operations
A discontinued operation is a component of the entity that either has been disposed of, or is classified as held for sale and represents a separate major line of business or geographical area of operations; is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or is a subsidiary acquired exclusively with a view to resale.
The results from discontinued operations, including reclassification of prior year results, are presented separately in the income statement.
When the Group intends to sell a non-current asset or a group of assets (a disposal group) and if sale within twelve months is judged to be highly probable, the assets of the disposal group are classified as held for sale and presented separately in the statement of financial position. Liabilities are classified as held for sale and presented as such in the statement of financial position if they are directly associated with a disposal group.
Assets classified as held for sale are measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair value less costs to sell. However, some held for sale assets such as financial assets or deferred tax assets, continue to be measured in accordance with the Group's accounting policy for those assets. No assets classified as held for sale are subject to depreciation or amortisation subsequent to their classification as held for sale.
4. SEGMENTAL REPORTING (1)
For the year ended 31 December UK Total 2017 US$000 US$000 ---------------------------------- -------- -------- INCOME STATEMENT Revenue - - Cost of Sales - - Gross profit/(loss) - - Administrative expenses and share based payments (1,367) (1,367) Transactions costs 4,016 4,016 Loss on disposal of exploration assets (18,781) (18,781) Profit/(Loss) from operations (16,132) (16,132) Finance income (7) (7) Finance expenses (2,372) (2,372) ---------------------------------- -------- -------- Profit/(Loss) before taxation (18,511) (18,511) ---------------------------------- -------- -------- Analysed as: Profit before tax and exceptional items (3,746) (3,746) Exceptional items (14,765) (14,765) ---------------------------------- -------- -------- Taxation - - ---------------------------------- -------- -------- Profit/(Loss) for the year (18,511) (18,511) ---------------------------------- -------- -------- Attributable to: Equity shareholders of parent company (18,511) (18,511) Non-controlling interest - - ---------------------------------- -------- -------- Profit/(Loss) for the year (18,511) (18,511) ---------------------------------- -------- --------
(1) The segment information reported does not include any amounts for the discontinued operations, which are described in more detail in note 20
Discontinued operations are disclosed in note 13 and are not included in income statement reporting as they are no longer included for key decisions at year-end.
Held for
sale Held for
Burkina Sale
UK Faso Guinea Total
At 31 December 2017 US$000 US$000 US$000 US$000
----------------------------------------- -------- -------- -------- ---------
STATEMENT OF FINANCIAL POSITION
Non-current assets 22 - - 22
Property, plant and equipment - - - -
Inventories - - - -
Trade and other receivables 149 - - 149
Cash and cash equivalents - unrestricted 197
Cash and cash equivalents - restricted - - - 197
Assets classified as held for
sale - 22,255 318 22,573
----------------------------------------- -------- -------- -------- ---------
Total assets 368 22,255 318 22,941
----------------------------------------- -------- -------- -------- ---------
Current liabilities (31,515) - - (31,515)
Non-current liabilities (102) - - (102)
Liabilities classified as held
for sale - (82,401) (460) (82,861)
----------------------------------------- -------- -------- -------- ---------
Total liabilities (31,617) (82,401) (460) (114,478)
----------------------------------------- -------- -------- -------- ---------
Net (liabilities)/assets (31,249) (60,146) (142) (91,537)
----------------------------------------- -------- -------- -------- ---------
UK Total
For the year ended 31 December 2016 US$000 US$000
-------------------------------------- ------- --------
INCOME STATEMENT
Revenue - -
-------------------------------------- ------- --------
Cost of Sales - -
Gross profit/(loss) - -
Administrative expenses and share
based payments (839) (839)
Transactions costs (1,475) (1,475)
Profit/(Loss) from operations (2,314) (2,314)
Net finance items (2,097) (2,097)
-------------------------------------- ------- --------
Profit/(Loss) before taxation (4,411) (4,411)
-------------------------------------- ------- --------
Analysed as:
Profit before tax and exceptional
items (2,936) (2,936)
Exceptional items (1,475) (1,475))
-------------------------------------- ------- --------
Taxation (234) (234)
-------------------------------------- ------- --------
Profit/(Loss) for the year (4,645) (4,645)
-------------------------------------- ------- --------
Attributable to:
Equity shareholders of parent company (4,645) (4,645)
Non-controlling interest - -
-------------------------------------- ------- --------
Profit/(Loss) for the year (4,645) (4,645)
-------------------------------------- ------- --------
The Segmental reporting 2016 has been restated to have comparative figures for the held for sale activities and the continuing business. An amount of US$1.3 million related to Wega Mining AS and Resolute has been transferred from UK to Burkina Faso.
Burkina
UK Faso Guinea Total
At 31 December 2016 US$000 US$000 US$000 US$000
----------------------------------------- -------- -------- ------- ---------
STATEMENT OF FINANCIAL POSITION
Non-current assets - - 18,781 18,781
Inventories - 15,316 53 15,369
Trade and other receivables 383 3,857 310 4,550
Cash and cash equivalents - unrestricted 45 1,063 10 1,118
Cash and cash equivalents - restricted - 3,784 - 3,784
----------------------------------------- -------- -------- ------- ---------
Total assets 428 24,020 19,154 43,602
----------------------------------------- -------- -------- ------- ---------
Current liabilities (29,753) (53,065) (321) (83,139)
Non-current liabilities (71) (25,994) - (26,065)
----------------------------------------- -------- -------- ------- ---------
Total liabilities (29,824) (79,059) (321) (109,204)
----------------------------------------- -------- -------- ------- ---------
Net (liabilities)/assets (29,396) (55,039) 18,833 (65,602)
----------------------------------------- -------- -------- ------- ---------
5. EXCEPTIONAL ITEMS
31 December 31 December
2017 2016
US$000 US$000
--------------------------------------------------- ----------- -----------
Proceeds from sale of financial assets relating to
Tri-K 4,000 -
Loss on disposal of Tri-K assets (18,781)
Transaction cost Tri-K 16 (1,475)
Exceptional loss (14,765) (1,475)
--------------------------------------------------- ----------- -----------
Proceeds from sale of financial assets relating to Tri-K
As part of first closing 40% of the novated loan of US$34.8 million to SMM was sold to Managold. The Company received US$4 million in cash. At second closing a further 30% of the outstanding loan will be transferred to Managold. The loan was fully provided for in Avocet.
Loss on disposal of Tri-K assets
The loss on disposal of the Tri-K assets relate to the transfer of the intangible assets in Wega Mining Guinea. The intangible assets were transferred as part of first closing to SMM.
Transaction cost
The transaction costs of US$1,5 million were incurred in 2016 in respect of the agreement with Managem relating to the Tri-K asset in Guinea. The transaction was completed in May 2017.
6. ADJUSTED EBITDA
Earnings before interest, tax, depreciation and amortisation ('EBITDA') represents profit before depreciation/amortisation, interest and taxes, as well as excluding any exceptional items and profit or loss from discontinued operations and changes in fair value of forward contracts.
Reconciliation of loss before taxation to EBITDA for continuing operations
31 December 31 December
2017 2016
US$000 US$000
--------------------------------- ----------- -----------
Profit/(loss) before taxation (18,511) (4,411)
Exceptional Items (see note 5) 14,765 (1,475)
Depreciation - -
Exchange gains (7) (37)
Net finance expense (2,371) (2,056)
--------------------------------- ----------- -----------
EBITDA for continuing operations (1,367) (843)
--------------------------------- ----------- -----------
7. IMPAIRMENT OF ASSETS
Prior to the assessment of the classification of assets held for sale of SMB, a valuation was performed by an independent advisor of the valuation of the Inata assets at scrap value. The total value of the Inata property, plant and equipment ("PPE") was determined at US$2.5 million on an as is is basis. In prior years PPE was impaired to $nil, based on this assessment, the impairment was reversed for a total value of US$2.5 million, with this reversal reducing the loss from discontinued operations - see note 13. Thereafter the assets were classified as assets held for sale.
31 December 2017 31 December 2016
US$000 US$000
------------------------------------------------ ------------------ ------------------
Impairment at 31 December 2015 - -
Impairments at 30 June 2016 - -
Impairment partial reversal at 31 December 2016 - 1,575
Impairment partial reversal SMB 2,500 -
------------------------------------------------ ------------------ ------------------
8. LOSS FOR THE PERIOD BEFORE TAX
31 December 31 December
2017 2016
US$000 US$000
----------------------------------------------------------- ----------- -----------
Profit for the period has been arrived at after charging:
Depreciation of property, plant and equipment - -
Depreciation of property, plant and equipment held - -
under finance lease
Operating lease charges 104 116
Audit services:
* fees payable to the Company's auditor for the audit
of the Company and Group accounts 155 155
Fees payable to the Company's auditor for other services:
* tax compliance services - 13
* tax advisory services - 17
- all services relating to corporate finance transactions
(either proposed or entered into ) by or on behalf
of the Company or any of its associates 130 62
----------------------------------------------------------- ----------- -----------
9. REMUNERATION OF KEY MANAGEMENT PERSONNEL
In accordance with IAS 24 - Related party transactions, key management personnel, including all Executive and Non-executive Directors, are those persons having authority and responsibility for planning, directing and controlling the activities of the Group. The Company uses the same definition as for Persons Discharging Managerial Responsibility ('PDMRs'), an up-to-date list of whom can be found on the Company's website (wwww.avocetmining.com).
31 December 31 December
2017 2016
US$000 US$000
----------------------------------------------- ----------- -----------
Wages and salaries 931 731
Social security costs 150 89
Bonus - -
Share based payments - -
Pension costs - defined contribution plans 11 31
----------------------------------------------- ----------- -----------
Total remuneration of key management personnel 1,092 851
----------------------------------------------- ----------- -----------
10. TOTAL EMPLOYEE REMUNERATION (INCLUDING KEY MANAGEMENT PERSONNEL)
31 December 31 December
2017 2016
US$000 US$000
------------------------------------------------------ ----------- -----------
Wages and salaries 977 778
Social security costs 154 104
Bonus - -
Redundancy payments - -
Share based payments - -
Pension costs - defined contribution plans 13 39
------------------------------------------------------ ----------- -----------
Total employee remuneration 1,144 921
------------------------------------------------------ ----------- -----------
The average number of employees during the period was
made up as follows:
Directors 5 5
Management and administration 1 1
6 6
------------------------------------------------------ ----------- -----------
The disclosure shows average number of employees and remuneration for continuing operations only.
11. FINANCE INCOME AND EXPENSE
31 December 31 December
2017 2016
US$000 US$000
--------------------------- ----------- -----------
Finance income
Bank interest received - -
Finance expense
Interest on loans 2,372 2,311
Interest on finance leases - -
Other finance costs - (255)
--------------------------- ----------- -----------
Net finance expense 2,372 2,056
--------------------------- ----------- -----------
The interest on loans of US$2.4 million consists of interest in respect of the Elliott Loans.
12. TAXATION
31 December 31 December
2017 2016
US$000 US$000
------------------------------------ ----------- -----------
Current tax:
Current tax on profit for the year - 234
Current tax relating to prior years - -
Current tax charge/(credit) - 234
------------------------------------ ----------- -----------
31 December 31 December
2017 2016
US$000 US$000
------------------------------------------------------- ----------- -----------
Deferred tax:
Deferred tax provision in respect of withholding taxes on intra-group balances - - Deferred tax charge/(credit) - - ------------------------------------------------------- ----------- ----------- Total tax charge/(credit) for the year - 234 ------------------------------------------------------- ----------- -----------
The Group contains entities with tax losses and deductible temporary differences for which no deferred tax asset is recognised.. A deferred tax asset has not been recognised because the entities in which the losses and allowances have been generated either do not have forecast taxable profits in the foreseeable future, or the losses have restrictions whereby their utilisation is considered to be unlikely.
13. DISCONTUED OPERATIONS
Disposal of Resolute (West Africa) Limited to Balaji Group
On 23 July the assets of the Inata Gold mine were assessed by an independent expert and valued at US$ 2.5 million.
The protracted restructuring process of the Burkina Faso assets caused by continuing disagreement among the creditors, the deteriorating security situation at the Inata mine (especially after the security incident on 26 September 2017), increasing control issues and the exhaustion of all sources of funding left Avocet with two options: either to accept the proposal from the Balaji Group for the Sale or for SMB and Goldbelt or to be placed into liquidation. At this time the Burkina Faso subsidiaries and Resolute were recognised as assets held for sale.
On 18 December 2017, the Company entered into a sale agreement to dispose of Resolute (West Africa) Ltd, which carried all assets in Burkina Faso, including the Inata gold mine, together with certain receivables of the Company.
The proceeds of sale exceed the carrying amount of the related net assets, and accordingly, no impairment losses were recognised on the reclassification of these operations as held for sale. The disposal of Resolute (West Africa) Ltd is consistent with the larger restructuring effort of the Company. The disposal was completed on 8 February 2018, on which date control of Resolute passed to the acquirer.
Disposal of Wega Mining AS to Natholmen AS
On 16 March 2018, the Company entered into a sale agreement to dispose of the wholly-owned Norwegian entity Wega Mining AS, together with certain intercompany receivables to Natholmen AS. Signing and completion have taken place simultaneously. The disposal is part of a lager restructuring effort.
The proceeds of the sale exceed the carrying amount of the related net assets, and accordingly, no impairment losses were recognised on the reclassification of these operations as held for sale.
Analysis of (loss)/profit for the year from discontinued operations
The combined results of the discontinued operations (i.e. Resolute (West Africa) Ltd and Wega Mining AS) are included in the (loss)/profit for the year are set out below. The comparative profit and cash flows from discontinued operations have been re-presented to include those operations classified as discontinued in the current year.
31 December 31 December
2017 2016
Profit for the year of Discontinued Operations US$000 US$000
-------------------------------------------------------- ----------- -----------
Revenue 29,674 89,604
Cost of Sales (35,460) (76,544)
----------- -----------
Gross (loss)/profit (5,786) 13,060
Administrative expenses (46) (1,282)
Reversal of impairment PP&E in SMB 2,500 -
----------- -----------
(Loss)/profit from discontinued operations (3,332) 11,778
Net finance items (4,093) (2,089)
----------- -----------
(Loss)/profit before taxation (7,425) 9,689
Taxation - (249)
(Loss)/profit for the year from discontinued operations
(attributable to owners of the Company) (7,425) 9,940
-------------------------------------------------------- ----------- -----------
31 December 31 December
2017 2016
Cash flow from Discontinued Operations US$000 US$000
------------------------------------------ ----------- -----------
Net cash inflows of operating activities 6,564 17,903
Net cash outflows of investing activities - (149)
Net cash outflows of financing activities (9,937) (18,580)
------------------------------------------ ----------- -----------
Net cash outflows (3,373) (826)
------------------------------------------ ----------- -----------
The discontinued operations have been classified and accounted for at 31 December 2017 as disposal group held for sale (see note 20)
14. EARNINGS PER SHARE
Earnings per share are analysed in the table below, which also shows earnings per share after adjusting for exceptional items.
31 December 31 December
2017 2016
Shares Shares
-------------------------------------------------------- ----------- -----------
Weighted average number of shares in issue for the
year
* number of shares with voting rights 20,905,470 20,905,470
- -
* effect of share options in issue
-------------------------------------------------------- ----------- -----------
Total used in calculation of diluted earnings per share 20,905,470 20,905,470
-------------------------------------------------------- ----------- -----------
The number of shares with voting rights reduced in 2016 as a result of the 10:1 share consolidation which came into effect on 10 June 2016. There were no other movements in share capital in the period. For this reason the comparative number of shares has been restated.
As the strike price of all share options in issue was below the market share price, in calculating the diluted earnings per share the effect of share options in issue has been ignored for 12 the months ended 31 December 2017 and for the 12 months ended 31 December 2016.
31 December 31 December
2017 2016
US$000 US$000
--------------------------------------------------------------- ----------- -----------
Earnings per share for continuing and discontinued
operations
Earnings/(loss) for the year (25,935) 4,795
Adjustments:
Adjusted for non-controlling interest 624 (1,172)
--------------------------------------------------------------- ----------- -----------
Profit/(Loss) for the year attributable to equity shareholders
of the parent (25,311) 3,623
--------------------------------------------------------------- ----------- -----------
Profit/(Loss) per share
* basic (cents per share) (121.08) 17.33
* diluted (cents per share) (121.08) 17.33
Earnings per share before exceptional items
Profit/(Loss) for the year attributable to equity shareholders
of the parent (25,311) 3,623
Adjustments:
Add back exceptional items 14,765 2,275
Less non-controlling interest of exceptional items - (80)
Profit for the year attributable to equity shareholders
of the parent before exceptional items (10,546) 5,818
--------------------------------------------------------------- ----------- -----------
Earnings per share before exceptional items
* basic (cents per share) (50.45) 27.83
* diluted (cents per share) (50.45) 27.83
--------------------------------------------------------------- ----------- -----------
31 December 31 December
2017 2016
US$000 US$000
--------------------------------------------------------------- ----------- -----------
Earnings per share for continuing operations
Earnings/(loss) for the year (18,511) (4,645)
Adjustments:
Adjusted for non-controlling interest - -
--------------------------------------------------------------- ----------- -----------
Profit/(Loss) for the year attributable to equity shareholders
of the parent (18,511) (4,645)
--------------------------------------------------------------- ----------- -----------
Profit/(Loss) per share
* basic (cents per share) (88.54) (22.22)
* diluted (cents per share) (88.54) (22.22)
Earnings per share before exceptional items
Profit/(Loss) for the year attributable to equity shareholders
of the parent (18,511) (4,645)
Adjustments:
Add back exceptional items 14,765 1,475
Less non-controlling interest of exceptional items - -
Profit for the year attributable to equity shareholders
of the parent before exceptional items (3,746) (3,170)
--------------------------------------------------------------- ----------- -----------
Earnings per share before exceptional items
* basic (cents per share) (17.92) (15.16)
* diluted (cents per share) (17.92) (15.16)
--------------------------------------------------------------- ----------- -----------
15. INTANGIBLE ASSETS
31 December 31 December
2017 2016
Note US$000 US$000
---------------------------- ---- ----------- -----------
At 1 January in Guinea 18,781 17,206
Impairment partial reversal 7 - 1,575
Loss on disposal (18,781) -
At 31 December - 18,781
---------------------------- ---- ----------- -----------
Intangible assets in Guinea consist of capitalised exploration and development costs in respect of the Tri-K project.
In 2017 the intangible assets have been transferred from Wega Mining Guinea to Société des Mines de Mandiana SA as part of first closing for a total amount of US$34.8 million, resulting in a loss on disposal of US$18.8 million. The liabilities relating to Tri-K of total value US$34.8 million were also transferred.
Manacet SA has been established in 2017 to acquire Société des Mines de Mandiana SA. The company acquired as part of first closing effectively 60% of the Manacet shares in May 2017.
During 2017 a work programme was started of minimal US$10 million. The costs of this programme were capitalised to intangible assets and Managold received a loan for the same amount.
The Company's exploration assets in Burkina Faso and Mali were impaired to nil in previous periods.
16. Associates
31 December 31 December
2017 2016
Note US$000 US$000
-------------------------------------- ----- ----------- -----------
At 1 January - -
Addition: Investment in Manacet (60%) 22 -
At 31 December 22 -
--------------------------------------------- ----------- -----------
The Company applied the equity method as described in IAS28. At the moment of first closing of the transaction, the Company holds 60% of equity with a total value of US$ 22,200. Throughout the year the value maintained the same. Accordingly, there will be no change in the value of the equity.
Manacet SA has been established in 2017 to acquire Société des Mines de Mandiana SA. The company acquired as part of first closing effectively 60% of the Manacet shares in May 2017.At the acquisition date (First Closing) Manacet (including SMM) held US$34.8 million exploration intangible assets and current liabilities for the same amount. Managem have indicated they have spent at least US$ 10 million as per year-end, although as discussed above, management have not been provided with sufficient information to verify this claim.
Based on its own calculations, management expects that US$ 1.1 million interest owed to Avocet Mining plc needs to be included on top of the $10m expenditure and any interest owed to Managem, so that that non-current assets would be at least US$45.9 million, and current liabilities US$45.9 million.
In line with the group's accounting policy on the capitalisation of borrowing costs, management considers it reasonable that this interest is capitalised under IAS23 "Borrowing Costs" as the loans are a critical part of the finance of developing the Tri-K asset. Whilst management have limited information, given Manacet was still in the exploration phase as at the year-end and, in accordance with the group's accounting policy, all applicable costs are capitalised in accordance with IFRS6 "Exploration for and Evaluation of Mineral Resources", management believe Manacet's overall result for the year was not material.
17. PROPERTY, PLANT AND EQUIPMENT
Mining property and
plant
--------------------------------------------
Exploration
Mine Vehicles, property
development Plant fixtures and Office
costs and machinery and equipment plant equipment
------------ -------------- -------------- ----------- ----------
Burkina Burkina Burkina
Faso Faso Faso Guinea UK Total
Year ended 31 December 2017 Note US$000 US$000 US$000 US$000 US$000 US$000
------------------------------ ---- ------------ -------------- -------------- ----------- ---------- ---------
Cost
At 1 January 2017 76,420 37,798 42,181 3,123 770 160,292
Transfer to Assets held for
sale (76,420) (37,798) (42,181) (3,123) - (159,522)
At 31 December 2017 - - - - 770 770
------------------------------ ---- ------------ -------------- -------------- ----------- ---------- ---------
Depreciation
At 1 January 2017 76,420 37,798 42,181 3,123 770 160,292
Reversal Impairment 7 - (2,500) - - - (2,500)
Transfer to Assets held for
Sale (76,420) (35,298) (42,181) (3,123) - (157,022)
At 31 December 2017 - - - - 770 770
------------------------------ ---- ------------ -------------- -------------- ----------- ---------- ---------
Net Book Value at 31 December
2017 - - - - - -
------------------------------ ---- ------------ -------------- -------------- ----------- ---------- ---------
Net Book Value at 31 December
2016 - - - - - -
------------------------------ ---- ------------ -------------- -------------- ----------- ---------- ---------
In 2017 the Company's fixed assets in Burkina Faso were transferred as assets held for sale as part of the transaction to the Balaji Group as part of the larger restructuring. The reversal of the impairment in 2017 relates to the assets, which were fully impaired in previous years. See note 20.
Mining property and
plant
--------------------------------------------
Exploration
Mine Vehicles, property
development Plant fixtures and Office
costs and machinery and equipment plant equipment
------------ -------------- -------------- ----------- ----------
Burkina Burkina Burkina
Faso Faso Faso Guinea UK Total
Year ended 31 December 2016 Note US$000 US$000 US$000 US$000 US$000 US$000
------------------------------ ---- ------------ -------------- -------------- ----------- ---------- -------
Cost
At 1 January 2016 76,420 37,649 42,181 3,123 770 160,143
Additions - 149 - - - 149
At 31 December 2016 76,420 37,798 42,181 3,123 770 160,292
------------------------------ ---- ------------ -------------- -------------- ----------- ---------- -------
Depreciation
At 1 January 2016 76,420 37,649 42,181 1,431 770 158,451 Charge for the year - 149 - 117 - 266 Impairment 7 - - - 1,575 - 1,575 At 31 December 2016 76,420 37,798 42,181 3,123 770 160,292 ------------------------------ ---- ------------ -------------- -------------- ----------- ---------- ------- Net Book Value at 31 December 2016 - - - - - - ------------------------------ ---- ------------ -------------- -------------- ----------- ---------- ------- Net Book Value at 31 December 2015 - - - 1,692 - 1,692 ------------------------------ ---- ------------ -------------- -------------- ----------- ---------- -------
All of the Company's fixed assets in Burkina Faso and in the UK were impaired to nil as at 31 December 2015. Subsequent additions in 2016 were fully written down in the year.
The impairment of US$1.6 million of fixed assets in Guinea took place as the carrying value of those properties could no longer be supported (see note 7 and note 15 above).
18. INVENTORIES
31 December 31 December
2017 2016
US$000 US$000
--------------------------------- ----------- -----------
Consumables 93 1,845
Stockpile 13,474 8,446
Work in progress 1,020 2,428
Finished goods - 2,650
Transfer to Assets held for Sale (14,587) -
--------------------------------- ----------- -----------
Total inventories - 15,369
--------------------------------- ----------- -----------
Consumables represent stocks of mining supplies, reagents, lubricants and spare parts held on site.
The stockpile are tonnes of ore at an average grade of contained gold.
Work in progress reflects the cost of gold contained in circuit. Finished goods represent gold that has been poured but has not yet been sold, whether in transit or undergoing refinement.
19. TRADE AND OTHER RECEIVABLES
31 December 31 December
2017 2016
US$000 US$000
---------------------------------- ----------- -----------
Payments in advance to suppliers 19 597
VAT recoverable 3,636 3,806
Prepayments 496 147
Transfer to Assets held for Sale (4,002) -
---------------------------------- ----------- -----------
Total trade and other receivables 149 4,550
---------------------------------- ----------- -----------
The remaining trade and other receivables consist of prepayments of US$ 0.05 million and recoverable VAT of US$0.1 million.
20. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
As described in note 13 and 35, the Company entered in two sales agreements to dispose of 1) the assets in Burkina Faso, including the Inata gold mine, together with certain receivables of the Company, 2) the wholly-owned Norwegian entity Wega Mining AS, together with certain intercompany receivables. Both disposals are completed in the first quarter of 2018. The fair value less costs to sell of the two businesses will be higher than the aggregate carrying amount of the related assets and liabilities. Therefore, no impairment loss was recognised as at 31 December 2017. The major classes of assets and liabilities of both businesses at the end of the reporting period are as follows:
31 December 31 December
2017 2016
US$000 US$000
----------------------------------------- ---------------- -----------
Property Plant & Equipment 2,500 -
Inventories 14,587 -
Trade and other receivables 4,002 -
Cash at bank and in hand - restricted 1,484 -
Total assets classified as held for sale 22,573 -
----------------------------------------- ---------------- -----------
31 December 31 December
2017 2016
US$000 US$000
---------------------------------------------- ---------------- -----------
Trade and other payables 41,614 -
Other financials liabilities 22,576 -
Provisions 17,085
Deferred tax 1,586 -
Total liabilities classified as held for sale 82,861 -
---------------------------------------------- ---------------- -----------
Other financial liabilities consist of:
Ecobank Inata loan
At 31 December 2017, a loan balance of US$17.8 million (31 December 2016: US$20.4 million) was due in respect of a medium term loan facility with Ecobank Burkina Faso ('Ecobank'), which was drawn down in October 2013. The loan amount was provided and held in Francs de la Communauté Financière d'Afrique ('FCFA'), which is the legal currency of Burkina Faso. The Ecobank loan was provided to the Company's 90% subsidiary, Société des Mines de Bélahouro SA ('SMB'), which owns the Inata mine.
The Ecobank facility has a five year term and bears an interest rate of 8% per annum. Ecobank has the right to secure the balance against certain of the fixed assets of SMB. Monthly debt service payments of 0.6 billion FCFA (currently equal to approximately US$1.1 million) comprising interest and principal will continue for the 60 month duration of the loan. The facility requires that an amount equal to two months' payments, 1.3 billion FCFA (US$2.1 million), be held as a debt service reserve account. Subject to the debt service reserve account requirement, there are no restrictions on SMB's use of loan proceeds or cash flow generated, including the transfer of funds from SMB to Avocet for corporate purposes. The Ecobank loan facility has no hedge requirement.
During 2017, payments were made in respect of this loan until the end of April. In May the Standstill Agreement came into effect and no further payments were made since then. The funds in the restricted accounts were offset against the outstanding instalments.
Ecobank VAT advance
Included within current interest-bearing debt is a balance of US$3.5 million due to Ecobank as short-term loans secured on VAT recoverable amounts. Under an agreement with Ecobank, SMB is able to draw down a cash advance of up to 80% of any VAT rebates confirmed as payable by the Burkina Faso tax department. On receipt of the rebate, the advance is repayable.
Coris bank Inata loan
On 28 October 2016, the Company agreed a short-term loan of 2.5 billion CFA (US$4.2 million) with Coris Bank International. The proceeds of the loan were used to address temporary working capital shortages at the Inata mine in Burkina Faso following the temporary shutdown in October 2016. The loan amount was provided and held in FCFA, carries a coupon rate of 9% and was repaid in full on 3 April 2017.
Finance lease liability
In 2009, SMB entered into an agreement with Total Burkina SA for the provision of fuel and lubricants to the Inata gold mine. Included in this agreement were terms relating to the construction of a fuel storage facility located on the Inata site. The construction and commissioning of the facility was completed during 2011. Under the terms of the agreement, the cost of the construction work was borne by Total Burkina SA, prior to being recovered from SMB over the subsequent seven years. Management has assessed that the terms of this part of the agreement represent a finance lease under IAS 17 and it has therefore recognised the liability on the Consolidated Statement of Financial Position and capitalised the cost of the fuel storage facility in Mining property and plant.
Included within other financial liabilities are liabilities in respect of assets held under finance lease, US$1.2 million of which is included within current financial liabilities.
21. CASH AND CASH EQUIVALENTS
31 December 31 December
2017 2016
US$000 US$000
---------------------------------------- ----------- -----------
Cash at bank and in hand - unrestricted 199 1,118
Cash at bank and in hand - restricted 1,482 3,784
Transfer to Assets held for Sale (1,484) -
---------------------------------------- ----------- -----------
Cash and cash equivalents 197 4,902
---------------------------------------- ----------- -----------
Included within cash at 31 December 2017 was US$1.5 million of restricted cash (31 December 2016: US$3.8 million), representing a US$1.5 million (2016: US$1.8 million) relating to amounts held on restricted deposit in Burkina Faso for the purposes of environmental rehabilitation work, as required by the terms of the Inata mining licence.
22. TRADE AND OTHER PAYABLES
31 December 31 December
2017 2016
US$000 US$000
-------------------------------------- ----------- -----------
Trade payables 29,346 28,897
Corporation tax 268 268
Other 18 10
Social security and other taxes 1,078 30
Accrued expenses 13,653 7,346
Transfer to Liabilities held for Sale (41,614) -
-------------------------------------- ----------- -----------
Total trade and other payables 2,749 36,551
-------------------------------------- ----------- -----------
The remaining trade and other payables consist of:
31 December
2017
US$000
-------------------------------- -----------
Trade payables 262
Social security and other taxes 83
Accrued expenses 2,404
Total trade and other payables 2,749
-------------------------------- -----------
23. OTHER FINANCIAL LIABILITIES
31 December 31 December
2017 2016
Current financial liabilities US$000 US$000
-------------------------------------- ----------- -----------
Interest bearing debt 51,342 45,763
Finance lease liabilities - 825
Transfer to Liabilities held for Sale (22,576) -
-------------------------------------- ----------- -----------
Total current financial liabilities 28,766 46,588
-------------------------------------- ----------- -----------
31 December 31 December
2017 2016
Non-current financial liabilities US$000 US$000
---------------------------------------- ----------- -----------
Interest bearing debt - 8,261
Finance lease liabilities - 514
Transfer to Liabilities held for Sale - -
---------------------------------------- ----------- -----------
Total non-current financial liabilities - 8,775
---------------------------------------- ----------- -----------
Total financial liabilities 28,766 55,363
---------------------------------------- ----------- -----------
Interest bearing debt
On 31 December 2017, the Group had interest bearing debt of US$74.3 million (31 December 2016: US$54.1 million) of which US$22.6 million has been transferred to Liabilities held for Sale.
31 December 31 December
2017 2016
Total financial liabilities US$000 US$000
---------------------------- ----------- -----------
Elliott loans 28,766 26,396
Ecobank loan - 20,444
Ecobank VAT facility - 3,101
Coris Bank loan - 4,083
Finance lease - 1,339
Total financial liabilities 28,766 55,363
---------------------------- ----------- -----------
Elliott loan
At 31 December 2017 the Company had debts totalling US$28.8 million (31 December 2016: US$26.4 million) due to Manchester Securities Corp, an affiliate of Elliott Management (the 'Elliott loans'). The Elliott Loan balance is made up of three individual loans, which are the subject of separate loan agreements, with different interest rates and security, as summarised in the table below:
First Loan Second Loan Third Loan Total
US$000 US$000 US$000 US$000
------------------------------------------------- ----------- ------------ ----------- -------
Principal at 1 January 2017 15,000 3,050 2,450 20,500
Accrued interest at 1 January 2017 4,955 532 409 5,896
------------------------------------------------- ----------- ------------ ----------- -------
Total Elliott loans due at 1 January 2017 19,955 3,582 2,859 26,396
Loans drawn down in period - - - -
Accrued interest in period 1,650 426 294 2,370
Principal at 31 December 2017 15,000 3,050 2,450 20,500
Accrued interest at 31 December 2017 6,605 958 703 8,266
------------------------------------------------- ----------- ------------ ----------- -------
Total Elliott loans due at 31 December 2017 21,605 4,008 3,153 28,766
------------------------------------------------- ----------- ------------ ----------- -------
First Loan
The First Loan was entered into in March 2013. The original repayment date was 31 December 2013. However, the Company was unable to meet this repayment obligation and since this time, the loan has been in default and therefore repayable on demand. The interest rate applicable to this loan is 11 per cent per annum and the loan has been secured against the Company's interests in Tri-K.
Second Loan
The Second Loan began as a US$1.5 million loan that was drawn down in January 2015. This facility was increased by US$0.75 million in January 2016 and again by US$0.8 million in April 2016 in order to provide working capital for corporate and head office activities during 2016. The last tranche of this facility was drawn down on 25 July 2016.
The Second Loan has an interest rate of 14 per cent per annum, is unsecured and is repayable on demand.
Third Loan
The Third Loan was entered into in April 2015 and comprises three tranches, all of which have been fully drawn down in respect of an aggregate amount of US$2.4 million. The loan is secured over a number of Group assets outside Guinea, including almost all shareholdings and intra-group loans, the exploration permits in Burkina Faso (including Souma) and the gold in circuit and in transit at Inata.
The Third Loan has an interest rate of 12 per cent per annum and is repayable on demand.
24. DEFERRED TAX
31 December 31 December
2017 2016
US$000 US$000
--------------------------------------- ----------- -----------
Liabilities
At 1 January 1,586 1,670
Deferred tax credit in the year - (84)
Transfer to Liabilities held for Sales (1,586) -
--------------------------------------- ----------- -----------
At 31 December - 1,586
--------------------------------------- ----------- -----------
During 2016 the Group recorded deferred tax liabilities of US$1.6 million (2016: US$1.6 million) in relation to the withholding tax ('WHT') and interest tax ('IRVM') that would be due on settlement of intragroup management fees and loan interest invoices.
25. PROVISIONS
Mine closure Post-retirement benefits Staff provisions Royalties Total
US$000 US$000 US$000 US$000 US$000
------------------------------------ ------------ ------------------------ ---------------- --------- --------
At 1 January 2017 4,783 71 3,028 7,822 15,704
Amounts (reversed)/provided during
the year - 31 713 739 1,483
Transfer to Liabilities held for Sale (4,783) - (3,741) (8,561) (17,085)
------------------------------------- ------------ ------------------------ ---------------- --------- --------
At 31 December 2017 - 102 - - 102
------------------------------------- ------------ ------------------------ ---------------- --------- --------
Mine closure provisions represent management's best estimate of the cost of mine closure at its operation in Burkina Faso.
The provision has reduced as a result of revisions in the various assumptions pertaining to the categories of the provision. A decision was taken to reduce the re-vegetation from 100% of an area down to 10% as to re-vegetate 100% of the area is considered unsustainable due to the harsh climate of the area. Another decision was the proposal not to decommission the dam situated in the Gomdé area, as the body of water created by this feature provides a vital source of irrigation and fishing for local communities.
In accordance with the Group accounting policy, the amounts and timing of cash flows are reviewed annually and reflect any changes to life of mine plans.
Staff provisions of US$3.7 million include a provision for ongoing legal actions and possible litigations due to the technical lay-off period.
The royalty provision represents amounts that have not been paid in respect of a 2.5% royalty in favour of Royal Gold Inc over production from the Inata mine. The Company paid royalties under this agreement until July 2015, after which the legal validity of the agreement was challenged by the Burkina Faso government, who have refused to permit payments to be made from the Inata mine's operating company in respect of this royalty, which they believe to be invalid. Notwithstanding the previous payments made to Royal Gold, the status of this royalty agreement is uncertain. The royalty agreement itself was Resolute West Africa Ltd ('RWAL'), a subsidiary of the Group which holds 90% of the shares in Société des Mines de Bélahouro SA (which owns the Inata mine) and 100% of the shares in Goldbelt Resources West Africa SARL (which holds the Burkinabe exploration permits). The royalty is the subject of a guarantee from Wega Mining Inc, a dormant Canadian subsidiary of the Group which has held no assets since before the Group's acquisition of Wega Mining AS in 2009. Wega Mining Inc was formerly the parent entity of RWAL, but was restructured in 2008.
The provision for post-retirement benefits represents management's best estimate of costs following the closure of a US subsidiary no longer owned by the Group. The above amount represents a full provision for the liability, based on the most recent actuarial valuation at 1 January 2018. The main assumptions used by the actuary were as follows:
31 December 31 December
2017 2016
----------------------------------------- ----------- -----------
Rate of increase for pensions in payment 0.0% 0.0%
Discount rate 5.4% 5.6%
Inflation 3.0% 3.0%
----------------------------------------- ----------- -----------
The assets in the scheme and the expected long-term rate of return were:
US$000 US$000
------------------------------------ ------ ------
Cash 280 299
Present value of scheme liabilities (382) (370)
Deficit in scheme (102) (71)
------------------------------------ ------ ------
Rate of return (3.3)% 0.0%
------------------------------------ ------ ------
26. FINANCIAL INSTRUMENTS
Categories of financial instrument:
31 December 2017 31 December 2016
------------------------------------ ------------------------------------
Measured Measured Measured
Measured at amortised at fair at amortised
at fair value cost value cost
----------------- ----------------- ----------------- -----------------
Available Available
for sale Loans and for sale Loans and
asset and receivables asset and receivables
warrants including warrants including
on the Company's cash and on the Company's cash and
own equity cash equivalents own equity cash equivalents
Categories US$000 US$000 US$000 US$000
----------------------------------------- ----------------- ----------------- ----------------- -----------------
Financial assets
Cash and cash equivalents - unrestricted - 197 - 1,118
Cash and cash equivalents - restricted - - - 3,784
Other financial assets - - - -
----------------------------------------- ----------------- ----------------- ----------------- -----------------
Total Financial Assets - 197 - 4,902
----------------------------------------- ----------------- ----------------- ----------------- -----------------
Financial liabilities
Trade and other payables - 2,749 - 36,551
Interest bearing borrowings - 28,766 - 54,024
Finance lease liabilities - - - 1,339
Warrants on the Company's own equity - - - -
----------------------------------------- ----------------- ----------------- ----------------- -----------------
Total Financial Liabilities - 31,515 - 91,914
----------------------------------------- ----------------- ----------------- ----------------- -----------------
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. In order to minimise this risk the Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the value of the outstanding amounts as follows:
31 December 31 December
2017 2016
US$000 US$000
----------------------------------------- ----------- -----------
Cash and cash equivalents - unrestricted 197 1,118
Cash and cash equivalents - restricted - 3,784
197 4,902
----------------------------------------- ----------- -----------
Credit risk on cash and cash equivalents is considered to be acceptable as the counterparties are either substantial banks with high credit ratings or with whom the Group has offsetting debt arrangements. The maximum exposure is the amount of the deposit.
Liquidity risk
The Group constantly monitors the cash outflows from day to day business and monitors longer term liabilities to ensure that liquidity is maintained. As disclosed in the going concern statement in note 1, the Group faces an ongoing requirement to manage the funds it is able to generate at its operating mine, Inata, as well as to raise new financing to fund corporate and development activities. This is an area which receives considerable focus from the Board and management on a daily basis, as cash balances have remained critically low for some period and balances are due to key suppliers.
At the balance sheet date the Group's financial liabilities were as follows:
31 December 31 December
2017 2016
US$000 US$000
------------------------------------------------------- ----------- -----------
Trade payables 262 28,897
Other short-term financial liabilities 28,766 46,588
------------------------------------------------------- ----------- -----------
Current financial liabilities (due less than one year) 29,028 75,485
Non-current financial liabilities (due greater than
one year) - 8,775
------------------------------------------------------- ----------- -----------
29,028 84,260
------------------------------------------------------- ----------- -----------
The above amounts reflect contractual undiscounted cash flows, which may differ to the carrying values of the liabilities at the reporting date.
Interest rate risk
Weighted Weighted
average average
interest At 31 December interest At 31 December
rate 2017 rate 2016
% US$000 % US$000
-------------------------- --------- -------------- --------- --------------
Cash and cash on hand 0.0 197 0.0 4,902
Short-term deposits n/a - n/a -
-------------------------- --------- -------------- --------- --------------
Cash and cash equivalents 0.0 197 0.0 4,902
Interest bearing debt 11.56 (28,766) 9.41 (54,024)
-------------------------- --------- -------------- --------- --------------
Net debt (28,569) (49,122)
-------------------------- --------- -------------- --------- --------------
Interest rate risk arises from the Elliot loan which expose the Group to cash flow interest rate risk.
An increase in interest rates of 100 basis points in the period would have resulted in additional interest costs of US$0.2 million in the year (31 December 2016: US$0.5 million).
Foreign currency risk
The Group's cash balances at 31 December 2017 and 31 December 2016 consisted of the following currency holdings:
At 31 December At 31 December
2017 2016
US$000 US$000
------------------------------------------------------- -------------- --------------
Sterling 146 38
US dollars 51 5
Guinean Francs - 3
Francs de la Communauté Financière d'Afrique
('FCFA') - 4,856
197 4,902
------------------------------------------------------- -------------- --------------
The Group's loan balances at 31 December 2017 and 31 December 2016 consisted of the following currency holdings:
At 31 December At 31 December
2017 2016
US$000 US$000
------------------------------------------------------- -------------- --------------
US dollars 28,766 26,395
Francs de la Communauté Financière d'Afrique
('FCFA') - 27,629
28,766 54,024
------------------------------------------------------- -------------- --------------
The Group may be exposed to transaction foreign exchange risk due to its transactions not being matched in the same currency. The Group currently has no currency hedging in place.
There is no material difference between the fair values and the book values of these financial instruments.
Measurement of fair value
The Company measures the fair value of its financial assets and liabilities in the statement of financial position in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Available for sale financial assets were valued in line with Level 1, based on quoted market prices of the shares.
27. CAPITAL MANAGEMENT
The Group's capital management objectives are to ensure the Group's ability to continue as a going concern and to provide an adequate return to shareholders.
The Group manages the capital structure through a process of constant review and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may issue new shares, adjust dividends paid to shareholders, return capital to shareholders, or seek additional debt finance. Further detail is provided in the Going Concern section of note 1.
28. SHARE BASED PAYMENTS
Share options
Details of the number of share options and the weighted average exercise price ('WAEP') outstanding during the year are as follows:
31 December 2017 31 December 2016
------------------ -------------------
WAEP WAEP
Number (GBP) Number (GBP)
-------------------------------------------------- ---------- ------ ----------- ------
Outstanding at the beginning of the period 162,500 0.81 3,144,917 0.61
Granted during the period - - - -
Exercised during the period - - - -
Cancelled or expired during the period (37,500) 0.47 (151,992) 0.81
Adjustment as a result of the share consolidation - - (2,830,425)
Outstanding at the period end 125,000 0.74 162,500 0.81
Exercisable at the period end - - - -
-------------------------------------------------- ---------- ------ ----------- ------
Options granted between 2005 and 2010 were subject to market performance conditions. The fair value of these options has been arrived at using a third party Monte Carlo simulation model, taking into consideration the market performance criteria. Options granted between 1 January 2011 and 1 August 2012 have no market performance criteria and have been valued using the Black Scholes model. Options granted since 13 December 2012 are valued using a Monte Carlo simulation model. The assumptions inherent in the use of these models are as follows:
Vesting Expected Risk Exercise Volatility Fair
period Date life free price of share value Number
Date of grant (years) of vesting (years) rate (GBP) price (GBP) outstanding
-------------- -------- ----------- -------- ----- -------- ---------- ------ ------------
23/05/2011 0.75 21/02/2012 2.75 1.46% 21.93 53.98% 0.57 3,000
23/05/2011 1.75 21/02/2013 3.75 1.88% 21.93 53.98% 0.69 3,000
23/05/2011 2.75 21/02/2014 4.75 2.25% 21.93 53.98% 0.79 3,000
12/03/2012 3 12/03/2015 5 1.02% 22.97 45.80% 0.76 16,000
01/08/2012 3 01/08/2015 5 0.59% 7.50 56.47% 0.25 25,000
08/03/2013 3 08/03/2013 3 0.41% 2.35 47.22% 0.03 75,000
------------
125,000
-------------- -------- ----------- -------- ----- -------- ---------- ------ ------------
Exercise prices are determined using the closing share price on the day prior to the option grant.
Expected volatility was determined by calculating the historical volatility of the Company's share price over the previous five years. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Group recognised total expenses of US$ nil related to share based payment transactions during the year (US$24k in the year ended 31 December 2016).
Further details of the Share Option Plan are provided in the Remuneration Report on pages 24 to 31.
29. CONSOLIDATED CASH FLOW STATEMENT
In arriving at net cash flow from operating activities, the following non-operating items in the income statement have been adjusted for:
Other non-operating items in the income statement
31 December 31 December
2017 2016
US$000 US$000
-------------------------------------------------- ----------- -----------
Exchange losses/(gains) in operating activities - 903
Exchange gains in finance items - (985)
Finance expense 2,371 5,266
Movement in provisions and other non-cash items 1,399 (2,030)
Other non-operating items in the income statement 3,770 3,154
-------------------------------------------------- ----------- -----------
The other non-operating items in the income statement as presented in 2017 relate to the continuing business. Comparative figures of 2016 show both continuing and discontinued operations.
30. SHARE CAPITAL
31 December 2017 31 December 2016
------------------- -------------------
Number US$000 Number US$000
------------------------------------ ----------- ------ ----------- ------
Authorised:
Ordinary share of 1p 80,000,000 1,395 80,000,000 1,395
Deferred shares of 4.9p 800,000.000 68,337 800,000.000 68,337
------------------------------------ ----------- ------ ----------- ------
Total 880,000,000 69,732 880,000,000 69,732
------------------------------------ ----------- ------ ----------- ------
Allotted, called up and fully paid:
Ordinary shares 20,949,671 341 20,949,671 341
Deferred shares 209,496,710 16,731 209,496,710 16,731 ------------------------------------ ----------- ------ ----------- ------ Closing balance 230,446,381 17,072 230,446,381 17,072 ------------------------------------ ----------- ------ ----------- ------
On 10 June 2016, the Company's share capital was subdivided from 209,496,710 ordinary shares of 5p each into 209,496,710 intermediate shares of 0.1p each and 209,496,710 deferred shares of 4.9p each.
On the same day the Company consolidated the intermediate ordinary shares on 1 0:1 basis and the intermediate ordinary shares were re-designated as 1 new ordinary share of 1p each.
The deferred shares have no rights to vote, attend or speak at general meetings of the Company or to receive any dividend or other distribution and have no valuable economic rights to participate in any return of capital on a winding up or liquidation of the Company.
31. OTHER RESERVES
Merger reserve Investment in own and treasury shares Foreign exchange Total
US$000 US$000 US$000 US$000
-------------------- -------------- ------------------------------------- ---------------- -------
At 31 December 2016 19,901 (1,845) (161) 17,895
Movement in year - - - -
At 31 December 2017 19,901 (1,845) (161) 17,895
In 2017 and 2016, the Company allotted no new shares to the EBT. No shares were released from the EBT in the year.
At 31 December 2017, the Company held 33,620 own shares (of which 33,430 were held in the EBT and 190 were held in the Share Incentive Plan).
At 31 December 2017, the Company held 44,200 treasury shares. During 2017, no shares were issued by the Company from treasury shares.
32. CONTINGENT LIABILITIES
There were no Contingent liabilities at 31 December 2017 (2016: US$ nil).
33. CAPITAL COMMITMENTS
At 31 December 2017, the Group had entered into no contractual commitments for the acquisition of property, plant and equipment of (31 December 2016: US$ nil).
34. OPERATING LEASE COMMITMENTS
At 31 December At 31 December
2017 2016
Operating lease commitments US$000 US$000
-------------------------------------- -------------- --------------
Due within one year 19 116
After one year but within two years - 63
After two years but within five years - -
19 179
-------------------------------------- -------------- --------------
Operating lease payments represent rental payable by the Company for its office.
35. EVENTS AFTER THE REPORTING PERIOD
Sale of Burkina Faso subsidiaries
On 18 December 2017, the Company announced that it had entered into an agreement to sell all of its subsidiaries in Burkina Faso, including the Inata goldmine, together with certain receivables of the Company's group to the Balaji Group for a total consideration of USD 5 million.
The transaction involves the assignment of certain intercompany receivables for cash consideration of USD 2.5 million, to be paid at completion, and for a consideration of USD 2.5 million to be satisfied by deferred payments over a period of seven years.
Avocet has received cash proceeds at completion of USD 2 million received from the Balaji Group. Balaji had already paid USD 500,000 to the Company in the form of a non-refundable deposit in 2018.
Completion of the sale was 8 February 2018.
Sale of Wega Mining AS and its subsidiaries
The Company announced 16 March 2018 that it has sold one of its subsidiary companies, the wholly-owned Norwegian entity Wega Mining AS ("Wega Mining") and certain intercompany receivables of the Company's group to Natholmen AS for a total consideration of USD 400,000 in cash.
Signing and completion of the Disposal have taken place simultaneously. Avocet has received the cash proceeds in 2018.
Changes to the board
The Company is taking all practicable actions to minimise its costs and streamline its remaining responsibilities, activities and group structure. The sale of its Burkina Faso assets and the disposal of Wega Mining is part of that larger restructuring effort - taking place against the background of on-going discussions between the Company and its sole creditor Elliott regarding the restructuring of its overdue loans of, in total, USD 29.2 million.
With the Company's stake in the Tri-K development with Managem now being its only asset, the size of the board is no longer appropriate.
In this context, Russell Edey has tendered his resignation as director and Chairman of the board, effective 19 March 2018. Gordon Wylie and Jim Wynn have also tendered their resignations as directors of the Board of Avocet as per the same date.
Barry Rourke remains as Non-Executive Director of Avocet with Boudewijn Wentink as Executive Director.
36. RELATED PARTY TRANSACTIONS
The table below sets out charges during the year and balances at 31 December 2017 between the Company and Group companies that were not wholly-owned, in respect of management fees and interest on loans:
Avocet Mining PLC Wega Mining AS
--------------------------------------------- ---------------------------------------------
Balance at 31 December Balance at 31 December
Year ended 31 December Charged in the year 2017 Charged in the year 2017
2017 US$000 US$000 US$000 US$000
------------------------ ------------------- ------------------------ ------------------- ------------------------
Société des
Mines de Mandiana SA
(60% in 85% = 51%) 1,134 22,003 - 58,079
------------------------ ------------------- ------------------------ ------------------- ------------------------
Société des
Mines de Bélahouro
SA (90%) 740 137,606 - 58,079
------------------------ ------------------- ------------------------ ------------------- ------------------------
Avocet Mining PLC Wega Mining AS
--------------------------------------------- ---------------------------------------------
Balance at 31 December Balance at 31 December
Year ended 31 December Charged in the year 2016 Charged in the year 2016
2016 US$000 US$000 US$000 US$000
------------------------ ------------------- ------------------------ ------------------- ------------------------
Société des
Mines de Bélahouro
SA (90%) 753 135,961 - 58,079
------------------------ ------------------- ------------------------ ------------------- ------------------------
The loans are fully provided for.
During 2016 an amount of GBP250 (approximately US$308) was paid to H Wynn, spouse of J Wynn, in respect of accounting services to the Company.
No dividends were received by Directors during 2016 or 2017 in respect of shares held in the Company.
37. GROUP STRUCTURE
All subsidiaries within the Avocet Group are 100% owned, with the exception of :
- Société des Mines de Bélahouro SA ('SMB'), a Burkina Faso incorporated entity, which is 90% owned. In accordance with the Mining Code of Burkina Faso, the remaining 10% is owned by the Burkinabe Government, who are represented on the Board of SMB. It is not considered that the Governmental ownership represents a restriction on the activities of the company, nor on the free flow of its funds. All material contracts and financial arrangements are referred to the Board of SMB for approval.
The interest of the Government in SMB is shown in the financial statements under Non-controlling Interest in the income statement and statement of financial condition, as there are no other Non-controlling interests in the Group.
Independent auditor's report to the members of Avocet Mining PLC
Opinion
Our opinion on the parent company financial statements is unmodified
We have audited the parent company financial statements of Avocet Mining Plc for the year
ended 31 December 2017 which comprise the company balance sheet, the company statement of
changes in equity and notes to the financial statements, including a summary of significant
accounting policies. The financial reporting framework that has been applied in their preparation
is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard
101 'Reduced Disclosure Framework' 'The Financial Reporting Standard applicable in the UK
and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the parent company financial statements:
* give a true and fair view of the state of the parent
company's affairs as at 31 December 2017;
* have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
* have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the audit of the parent company financial statements section of our report. We are independent of the parent company in accordance with the ethical requirements that are relevant to our audit of the parent company financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1 in the financial statements, which indicates that the company is reliant on the continuing support from an affiliate of Elliot Associates ('Elliot'), the Company's largest shareholder. Should Elliott request the repayment of these loans, the Company would be obliged at short notice to seek alternative funding, which the Directors believe would be a considerable challenge. We were unable to obtain a letter of support to confirm that Elliot Associates would not recall the loan in the next twelve months.
In the associate agreement in regards to Tri-K, the operator, Managem, might not be able to produce a feasibility study over 1,000,000 ounces within the time frame of the contract. In addition, the profitability of the Tri-K project depends on the gold price. It is clear that a sustained fall in the gold price would threaten the economic viability of the Tri-K project, as well as the Group as a whole.
The Company relied until April 2017 on management fees out of the Inata mine, however as the mine experienced operational and cashflow issues, the funds were not available to settle management fees. The Company needed to rely on the money received from the Tri-K transaction in May 2017 and the subsequent transactions in 2018. After payment of the outstanding obligations and current Head Office obligations, the Company has funds available to fund Head Office costs for the next twelve months provided that the capital and the interest on the Elliott loan will not have to be paid in that period.
These situations indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Who we are reporting to
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Overview of our audit approach
* Overall materiality: $158,000, which represents 0.5%
of the company's total liabilities; and
* The key audit matter identified was the accounting
for the Tri-K transaction.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those that had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the parent company financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined that the matters described below to be the key audit matters to be communicated in our report.
In arriving at our opinions set out in this report, we highlight the following risks that, in our judgement, had the greatest effect on our audit:
Key Audit Matter How the matter was addressed
in the audit
---------------------------------------- ------------------------------------------------------------
Accounting for the Tri-K Our audit work included,
transaction but was not restricted to:
* We examined the information in the Sales Purchase
The exploration and extraction Agreement and relevant supporting documentation;
licenses ('Tri-K asset')
were transferred to a newly
incorporated company Société * We examined management's consideration of the
des Mines de Mandiana SA criteria in IFRS 10 and IAS 28 to assess whether
('SMM') together with the management had either control, joint control or
intercompany loans due to significant influence of Manacet; and
Avocet Mining Plc ('Avocet')
in relation to exploration
costs previously incurred * We examined and agreed management's calculations for
on the Tri-K asset. the valuation of the Associate and the gain on
disposal of the inter-company loan.
Avocet transferred its shareholding
in SMM to Manacet a newly
formed entity in which Avocet
holds 60% interest. The group's accounting policy
on the accounting for the
On 22 May 2017 Avocet received Tri-K transaction is shown
$4,000,000 for 40% of the in note 3 to the financial
intercompany loans held in statements and related disclosures
SMM at the time of transfer, are included in note 16.
along with a commitment for The Audit Committee identified
Avocet to transfer a further consideration of the accounting
30% interest on second close. treatment of the interest
in Tri-K as a significant
Although Avocet own 60% of issue in its report on page
the voting rights, management 19, where the Audit Committee
have assessed, as a key judgement, also described the action
whether they have control that it has taken to address
or significant influence this issue.
over the new entity in accordance
with IFRS 10 Consolidated Key observations
Financial and IAS 28 'Investments Management believe that they
in Associates and Joint Ventures'. do not have control in Manacet
in accordance with IFRS 10
The determination of whether and this is reflected in
management has control or their current treatment of
has significant influence this transaction. This is
of the new entity requires despite the fact they have
significant judgement. a majority shareholding in
Manacet. Based on the terms
Another significant judgment of the arrangement and the
made by management is the nature of interaction between
allocation of the $4,000,000 the Company and Management,
proceeds to the de-recognition we agree with this conclusion
of the intercompany loans. and the accounting for a
loss of control whilst retaining
We therefore identified the significant influence.
accounting for the Tri-K
transaction as a significant
risk, which was one of the
most significant assessed
risks of material misstatement.
---------------------------------------- ------------------------------------------------------------
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality in determining the nature, timing and extent of our work and in evaluating the results of that work.
We determined materiality for the audit of the parent company financial statements as a whole to be $158,000, which is 0.5% of total liabilities. This benchmark is considered the most appropriate because the company is a non-trading holding company and its balance sheet as at 31 December 2017 largely comprises of liabilities.
Materiality for the current year is higher than the level that we determined for the year ended 31 December 2016 to reflect the change in benchmark with that benchmark being larger than that used in the prior year. In the prior year the benchmark used was total assets being $19,100,000. As the company now has assets of $300,000 and total liabilities of $31,500,000, total liabilities is considered to be the most appropriate benchmark for the year ended 31 December 2017.
We use a different level of materiality, performance materiality, to drive the extent of our testing and this was set at 60% of financial statement materiality.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the parent company financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the parent company financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the parent company financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Our opinions on other matters prescribed by the Companies Act 2006 are unmodified
In our opinion, the part of the directors' remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
* the information given in the strategic report and the
directors' report for the financial year for which
the parent company financial statements are prepared
is consistent with the parent company financial
statements; and
* the strategic report and the directors' report have
been prepared in accordance with applicable legal
requirements.
Matter on which we are required to report under the Companies Act 2006
In the light of the knowledge and understanding of the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
-- the parent company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or -- we have not received all the information and explanations we require for our audit.
Responsibilities of directors for the financial statements
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the parent company financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of parent company financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the parent company financial statements
Our objectives are to obtain reasonable assurance about whether the parent company financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company financial statements.
We are responsible for obtaining reasonable assurance that the parent company financial statements taken as a whole are free from material misstatement, whether caused by fraud or error. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK). Our audit approach is a risk-based approach and is explained more fully in the 'An overview of the scope of our audit' section of our Group audit report on page 32.
A further description of our responsibilities for the audit of the parent company financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors in 1996 for the first accounting period of the company. Our total uninterrupted period of engagement, including previous renewals and reappointments of the firm is 22 years, covering the periods ending 31 March 1996 to 31 December 2017.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the parent company and its controlled undertakings and we remain independent of the parent company and its controlled undertakings in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
We have reported separately on the group financial statements of Avocet Mining plc for the year ended 31 December 2017. That report includes details of the group key audit matters; how we applied the concept of materiality in planning and performing our audit; and an overview of the scope of our audit. That report includes a statement on a material uncertainty related to going concern. The opinion in that report is a disclaimer of opinion.
Christopher Smith
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
4 July 2018
Company balance sheet
At 31 December 2017
At At
31 December 31 December
2017 2016
Note US$000 US$000
-------------------------------------- ---- ------------ ------------
Fixed assets
Tangible assets 43 - -
Shares in Group undertakings 44 22 18,800
22 18,800
-------------------------------------- ---- ------------ ------------
Current assets
Debtors due within one year 45 149 299
Cash at bank and in hand 197 41
-------------------------------------- ---- ------------ ------------
346 340
Creditors: amounts falling due within
one year 46 (31,513) (29,803)
-------------------------------------- ---- ------------ ------------
Net current liabilities (31,167) (29,463)
-------------------------------------- ---- ------------ ------------
Total assets less current liabilities (31,145) (10,663)
-------------------------------------- ---- ------------ ------------
Net liabilities (31,145) (10,663)
-------------------------------------- ---- ------------ ------------
Capital and reserves
Called up share capital 47 17,072 17,072
Share premium account 48 146,391 146,391
Investment in own shares 49 (169) (169)
Investment in treasury shares 49 (1,676) (1,676)
Profit and loss account (192,763) (172,281)
-------------------------------------- ---- ------------ ------------
Equity shareholders' funds (31,145) (10,663)
-------------------------------------- ---- ------------ ------------
During the year the Company made a loss of US$20.5 million (2016: US$5.1 million).
These financial statements were approved and signed on behalf of the Board of Directors.
BC Wentink BJ Rourke
The accompanying accounting policies and notes form an integral part of these financial statements.
4 July 2018
Avocet Mining PLC is registered in England No. 03036214
Company statement of changes in equity
At 31 December 2017
Investment
in own
shares Profit
Share Share and treasury and loss Total
capital premium shares account equity
US$000 US$000 US$000 US$000 US$000
--------------------------- -------- -------- ------------- --------- --------
At 1 January 2016 17,072 146,391 (1,845) (167,160) (5,542)
------------------------------ -------- -------- ------------- --------- --------
Loss for the year - - - (5,145) (5,145)
Total comprehensive income
for the year - - - (5,145) (5,145)
Share based payments - - - 24 24
At 31 December 2016 17,072 146,391 (1,845) (172,281) (10,663)
Loss for the year - - - (20,482) (20,482)
Total comprehensive income
for the year - - - (20,482) (20,482)
------------------------------ -------- -------- ------------- --------- --------
Share based payments - - - - -
At 31 December 2017 17,072 146,391 (1,845) (192,763) (31,145)
------------------------------ -------- -------- ------------- --------- --------
Notes to the Company financial statements
For the year ended 31 December 2017
38. FINANCIAL STATEMENTS OF THE PARENT COMPANY
The separate financial statements of the Company are presented as required by the Companies Act 2006. The Company has taken advantage of the exemption under section 408 of the Companies Act 2006 not to publish its individual profit and loss account and related notes. As permitted by the Act, the separate financial statements have been prepared in accordance with all applicable UK accounting standards.
39. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND SOURCES OF ESTIMATION UNCERTAINTY
Certain amounts included in the financial statements involve the use of judgement and/or estimation. These are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience. However, judgements and estimations regarding the future are a key source of uncertainty and actual results may differ from the amounts included in the financial statements. Information about judgements and estimation is contained in the accounting policies and/or other notes to the financial statements. Judgements are not considered sensitive and therefore no sensitivity analysis is included. The key areas are summarised below:
Accounting treatment of the Tri-K transaction
The Company applied the equity method as described in IAS28. At the moment of first closing of the transaction, the Company holds 60% of equity with a total value of US$ 22,200. Throughout the year the value remained the same. Accordingly, there will be no change in the value of the equity until second closing takes place.
Provisions and contingent liabilities
Judgements are made as to whether a past event has led to a liability that should be recognised in the financial statements or disclosed as a contingent liability. Quantifying any such liability often involves judgements and estimations. These judgements are based on a number of factors including the nature of the claim or dispute, the legal process and potential amount payable, legal advice received, previous experience and the probability of a loss being realised. Each of these factors is a source of estimation uncertainty.
40. SIGNIFICANT ACCOUNTING POLICIES
Avocet Mining PLC Company financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced disclosure framework", (FRS 101), for all periods presented. This differs from the Group financial statements which are prepared under IFRS.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to:
-- Share-based payments -- Financial instruments -- Capital management -- Presentation of comparative information in respect of certain assets -- Presentation of an income statement -- Presentation of a cashflow statement -- Standards not yet effective -- Impairment of assets -- Related party transactions
The principal accounting policies which differ to those set out in note 3 to the consolidated financial statements are noted below.
During the year the Company made a loss of US$20.5 million (2016: US$5.1 million).
Going concern
Continued financial support from Elliott
The Company has the following loans, which totalled US$29.9 million on 4 July 2018, due to an affiliate of Elliott Associates, its largest shareholder:
1. First Loan - taken out in March 2013, under which US$22.4 million was outstanding at 4 July 2018, comprising US$15.0 million principal and US$7.4 million accrued interest. The first loan was due on 31 December 2013 and is secured against the Tri-K asset in Guinea;
2. Second Loan - unsecured demand loan of US$4.2 million consisting of US$3.05 million principal plus accrued interest of US$1.16 million. The initial US$1.5 million was drawn down in January 2015 and a further US$0.75 million was drawn down in three equal tranches between January and March 2016 and a further US$0.8 million was drawn down in four equal tranches between April and July 2016; and
3. Third Loan - demand loan of US$3.3 million consisting of US$2.45 million principal plus accrued interest of US$0.8 million. The initial US$2.05 million was drawn down in August 2015 (of which US$1.55 million was used to repay a previous unsecured loan) and a further US$0.4 million was drawn down between September and October 2015. These amounts are secured over a range of Group assets including intragroup loans, shares in subsidiaries and over the gold in circuit and gold in transit of the Inata gold mine.
The First Loan was entered into in March 2013 in order to finance the Tri-K project Feasibility Study in Guinea. It had been intended to repay this facility by 31 December 2013 using cashflows from the Inata gold mine, however a fall in the gold price combined with production difficulties meant that this was not possible. Since 1 January 2014, the facility has been in default and is therefore repayable on demand.
The Second Loan and the Third Loan were drawn down over the course of 2015 and into 2016 and were used to provide funding for corporate and administrative activities in London and in Guinea.
These loans are repayable on demand and if repayment was requested by Elliott, the Company would have considerable difficulty in raising external financing needed to settle these amounts in full.
Since 2014, the cashflow shortages resulting from gold prices and lower production at the Inata mine meant the Company has relied primarily on loan financing from Elliott in order to meet its running costs of its head office and Guinea administrative functions.
These loans represent short-term facilities with high interest rates (between 11% and 14%). In order to become financially secure, the Company will need to negotiate a restructuring of these loans with Elliott.
Accordingly, the Company is reliant on the continuing support of the Elliott Lender.
In addition, the interest burden of the Elliott Loans, which is in excess of US$200k per month, cannot currently be met out of Company funds and therefore it will be necessary to restructure these loans in order to put the Company on a sustainable financial footing. Negotiations with Elliott are ongoing, as any solution will need to take into consideration the investment of any external financier who may be interested in investing in some or all of the Group's assets.
Notwithstanding the need to restructure the terms of these loans, the Company believes funds generated through its interest in Tri-K to be the most likely means of repaying its debts to Elliott. It is not yet possible to be certain as to the means through which this repayment might be achieved, however possibilities include:
- the raising of significant external finance for the construction of Tri-K (in order to avoid dilution of Avocet's 30% interest), which might allow a restructuring of the current debt facilities with Elliott;
- Use of proceeds of the sale of Avocet's interest in the project to repay Elliott;
- Application of intra-group loans and dividend payments from Tri-K once it enters into production.
Should Elliott request the repayment of these loans, the Company would be obliged at short notice to seek alternative funding, which would be a considerable challenge. However, management continues to have ongoing dialogue around the debt and do not believe that Elliott currently intends to demand repayment of their loans within the next 12 months.
Head office creditors
Apart from the Elliott Loans, the head office creditors are primarily advisers whose fees relate to the disposals of the Burkina Faso assets and the Wega Mining transaction and directors' fees. These creditors understood that they will be repaid on receipt of the proceeds of the transactions and were prepared to await these events. These creditors now have been repaid.
The Company relied until April 2017 on management fees out of the Inata mine, however as the mine experienced operational and cashflow issues, the funds were not available to settle management fees. The Company needed to rely on the money received from the Tri-K transaction and the subsequent transactions in 2018. After payment of the outstanding obligations and current Head Office obligations, the Company has funds available to fund Head Office costs in the next twelve months provided that the capital and the interest on the Elliott loan will not have to be paid in that period.
Gold price
The sensitivities of Tri-K's cashflows to different gold prices cannot be determined before the completion of its BFS, however, as with any gold mine, its profitability and value are likely to be heavily dependent on the gold price.
It is clear that a sustained fall in the gold price would threaten the economic viability of the Tri-K project - as well as the Avocet Group as a whole.
Tri-K project
In the agreement in regards to Tri-K, the operator, Managem, might not be able to produce a feasibility study over 1,000,000 ounces within the time frame of the contract. Which would have implications for future cash flow.
Conclusion
The above areas of risk represent material uncertainties that may cast significant doubt over the ability of the Group to continue as a Going Concern and that it may be unable to realise its assets and discharge all of its liabilities. Nevertheless, the Directors have a reasonable expectation that these risks can be managed, or will not come to pass and accordingly the Financial Statements have been prepared on a Going Concern basis and do not include the adjustments that would result if the Group were unable to continue as a Going Concern.
Investments in associates
Investments in associates are included using the equity method.
Foreign currency
The Company's financial statements have been reported in US dollars as the dollar is considered to be the Company's functional currency. Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date.
41. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The profit is stated after charging:
31 December 31 December
2017 2016
US$000 US$000
------------------------------------------------------------- ----------- -----------
Auditor's remuneration
* audit - Company 12 12
Non-audit services
* tax compliance services - 13
- Tax advisory services - 17
* all services relating to corporate finance
transactions (either proposed or entered into ) by or
on behalf of the Company or any of its associates - 62
Operating lease charges 114 142
------------------------------------------------------------- ----------- -----------
42. TOTAL EMPLOYEE REMUNERATION (INCLUDING KEY MANAGEMENT PERSONNEL)
See note 9 and 10 of the Group Financial Statements as the Company and the Group do not differ.
43. TANGIBLE ASSETS
Office and
IT equipment Total
US$000 US$000
----------------------------------- ------------- -------
Cost
At 1 January 2017 1,119 1,119
At 31 December 2017 1,119 1,119
----------------------------------- ------------- -------
Depreciation
At 1 January 2017 1,119 1,119
At 31 December 2017 1,119 1,119
----------------------------------- ------------- -------
Net book value at 31 December 2017 - -
----------------------------------- ------------- -------
Net book value at 31 December 2016 - -
----------------------------------- ------------- -------
All fixed assets were impaired to nil during 2013. No fixed assets were acquired during 2017 or 2016.
44. SHARES IN GROUP UNDERTAKINGS
31 December 31 December
2017 2016
US$000 US$000
----------------------------- ----------- -----------
At 1 January 18,800 18,800
Investment equity Manacet 22 -
Provision for Wega Mining AS (18,800) -
At 31 December 22 18,800
----------------------------- ----------- -----------
The Company's shares in group undertakings relate exclusively to the Tri-K project in Guinea. An amount of US$ 97 million of impairments relate to investments and increased during the year as a result of the provision for Wega Mining AS. Amounts owed to the Company by its subsidiaries are secured in favour of Manchester Securities Corp.
During 2017 the shares in Wega Mining AS were pledged in favour of Manchester Securities Corp. The security was released as part of the Wega Mining transaction in 2018.
In 2017 the assets of Wega Mining have been transferred to Société des Mines de Mandiana SA as part of the Tri-K transaction. As a consequence the investment in Wega Mining AS was fully provided for in 2017, as it no longer holds any value.
Manacet SA has been established in 2017 to acquire Société des Mines de Mandiana SA. The company acquired effectively in May 2017 60% of the Manacet shares (First Closing).
The Company applied the equity method as described in IAS28. At the moment of first closing of the transaction, the Company holds 60% of equity with a total value of US$ 22,200. Throughout the year the value maintained the same. Accordingly, there will be no change in the value of the equity until second closing takes place.
During the period the principal trading subsidiaries of the Company, including those held indirectly by the Company, were as shown in the following table.
Percentage of
ordinary share
capital held
by
-----------------
Country of registration
Nature of or incorporation Class of share
Name of entity business & operation capital held Company Group
------------------------- ----------------- ------------------------ --------------- --------- ------
Société des
Mines de Bélahouro
SA Gold mining Burkina Faso Ordinary - 90%
Goldbelt Resources West
Africa SARL Gold exploration Burkina Faso Ordinary - 100%
Resolute West Africa Holding Jersey Ordinary - 100%
Wega Mining AS Holding Norway Ordinary 100% 100%
Wega Recherches Mali
SA Gold exploration Mali Ordinary - 100%
Wega Mining Inc Holding Canada Ordinary 100% 100%
Avocet Guinea Ltd Holding Jersey Ordinary - 100%
Wega Mining Guinée
SA Gold exploration Guinea Ordinary - 100%
------------------------- ----------------- ------------------------ --------------- --------- ------
This information is given only in respect of undertakings as are mentioned in s410 (2) of the Companies Act 2006.
As disclosed in note 16, Avocet holds an associate of 60% in Manacet SA as per 31 December 2017.
45. DEBTORS DUE WITHIN ONE YEAR
31 December 31 December
2017 2016
US$000 US$000
-------------------- ----------- -----------
Due within one year
Other debtors 96 243
Prepayments 53 56
-------------------- ----------- -----------
149 299
-------------------- ----------- -----------
The Company recognised an impairment of US$241 million against loans due from Group undertakings in the year and investments. Prior to impairments, these loans had a book value of US$241 million, all impairments in previous years, have brought their carrying value to nil.
46. CREDITORS: AMOUNTS FALLING DUE IN LESS THAN ONE YEAR
31 December 31 December
2017 2016
US$000 US$000
-------------------------------- ----------- -----------
Other financial liabilities 28,766 27,533
Accruals and deferred income 2,664 2,240
Other taxes and social security 83 30
-------------------------------- ----------- -----------
31,513 29,803
-------------------------------- ----------- -----------
Other financial liabilities include consists of a loan of US$28.8 million due to Manchester Securities Corp (an affiliate of Elliott) .
47. SHARE CAPITAL
31 December 2017 31 December 2016
--------------------- ---------------------
Number US$000 Number US$000
------------------------------------ ----------- -------- ----------- --------
Authorised:
Ordinary share of 1p 80,000,000 1,395 80,000,000 1,395
Deferred shares of 4.9p 800,000,000 68,337 800,000,000 68,337
Allotted, called up and fully paid:
Ordinary shares 20,949,671 341 20,949,671 341
Deferred shares 209,496,710 16,731 209,496,710 16,731
------------------------------------ ----------- -------- ----------- --------
Closing balance 230,446,381 17,072 230,446,381 17,072
------------------------------------ ----------- -------- ----------- --------
On 10 June 2016, the Company's share capital was subdivided from 209,496,710 ordinary shares of 5p each into 209,496,710 intermediate shares of 0.1p each and 209,496,710 deferred shares of 4.9p each.
On the same day the Company consolidated the intermediate ordinary shares on a 10:1 basis and the intermediate ordinary shares were re-designated as 1 new ordinary share of 1p each.
The deferred shares have no rights to vote, attend or speak at general meetings of the Company or to receive any dividend or other distribution and have no valuable economic rights to participate in any return of capital on a winding up or liquidation of the Company.
48. SHARE PREMIUM
31 December 31 December
2017 2016
US$000 US$000
--------------- ----------- -----------
At 1 January 146,391 146,391
At 31 December 146,391 146,391
--------------- ----------- -----------
49. INVESTMENT IN OWN SHARES AND TREASURY SHARES
31 December 2017 31 December 2016
US$000 US$000
Own shares Treasury shares Own shares Treasury shares
US$000 US$000 US$000 US$000
--------------- ---------- --------------- ---------- ---------------
At 1 January 169 1,676 169 1,676
At 31 December 169 1,676 169 1,676
--------------- ---------- --------------- ---------- ---------------
In 2017 and 2016, the Company allotted no new shares to the EBT. No shares were released from the EBT in 2017 or 2016.
At 31 December 2017, the Company held 33,620 Own Shares (of which 33,430 were held in the EBT and 190 were held in the Share Incentive Plan).
During 2017 and 2016, no shares were issued by the Company from Treasury shares. At 31 December 2017, the Company held 44,200 Treasury shares.
50. RELATED PARTY TRANSACTIONS
The table below sets out charges during the year and balances at 31 December 2017 between the Company and Group companies that were not wholly-owned, in respect of management fees and interest on loans:
Year ended 31 December 2017 Year ended 31 December 2016
--------------------------------------------- ---------------------------------------------
Balance at 31 December Balance at 31 December
Year ended 31 December Charged in the year 2017 Charged in the year 2016
2017 US$000 US$000 US$000 US$000
------------------------ ------------------- ------------------------ ------------------- ------------------------
Société des
Mines de Mandiana SA
(60% in 85%=51%) 1,134 22,003 - -
------------------------ ------------------- ------------------------ ------------------- ------------------------
Société des
Mines de Bélahouro
SA (90%) 1,645 137,606 753 135,961
------------------------ ------------------- ------------------------ ------------------- ------------------------
The loans are fully provided for.
No dividends were received by Directors during 2017 or 2016 in respect of shares held in the Company.
51. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 December 2017 or 31 December 2016.
52. CAPITAL COMMITMENTS
There were no capital commitments at 31 December 2017 or 31 December 2016.
53. POST BALANCE SHEET EVENTS
Sale of Burkina Faso assets
On 18 December 2017, the Company announced that it had entered into an agreement to sell all of its assets in Burkina Faso, including the Inata goldmine, together with certain receivables of the Company's group to the Balaji Group for a total consideration of USD 5 million.
The transaction involves the assignment of certain intercompany receivables for cash consideration of USD 2.5 million, to be paid at completion, and for a consideration of USD 2.5 million to be satisfied by deferred payments over a period of seven years.
Avocet has received the cash proceeds in 2018.
Completion of the sale was announced on 9 February 2018.
Sale of Wega Mining AS and its subsidiaries
The Company announced 1 March 2018 that it has sold one of its subsidiary companies, the wholly-owned Norwegian entity Wega Mining AS ("Wega Mining") and certain intercompany receivables of the Company's group to Natholmen AS for a total consideration of USD 400,000 in cash.
Signing and completion of the Disposal have taken place simultaneously. Avocet has received the cash proceeds in 2018.
Changes to the board
The Company is taking all practicable actions to minimise its costs and streamline its remaining responsibilities, activities and group structure. The sale of its Burkina Faso assets and the disposal of Wega Mining is part of that larger restructuring effort - taking place against the background of on-going discussions between the Company and its sole creditor Elliott regarding the restructuring of its overdue loans.
With the Company's stake in the Tri-K development with Managem now being its only asset, the size of the board is no longer appropriate.
In this context, Russell Edey has tendered his resignation as director and Chairman of the board, effective 19 March 2018. Gordon Wylie and Jim Wynn have also tendered their resignations as directors of the Board of Avocet as per the same date.
Barry Rourke remains as Non-Executive Director of Avocet with Boudewijn Wentink as Executive Director.
There were no other material post balance sheet events.
SHAREHOLDER INFORMATION
Avocet Mining PLC ordinary shares are listed on the Official List of the Main Market of the London Stock Exchange and on the Oslo Børs.
Avocet Mining PLC has a website (www.avocetmining.com) on which press releases and background information on the Company and its operations are set out.
Shares may be bought or sold through a stockbroker who is a member of the London Stock Exchange, or through a stockbroker who is a member of the Oslo Børs.
HISTORICAL SHARE PRICES:
High Low
Quarter Ended pence pence
--------------------------------- ------ ----------
31 March 2017 84.00 53.38
30 June 2017 53.75 35.50
30 September 2017 36.50 21.13
31 December 2017 25.50 16.00
--------------------------------- ------ ----------
Closing price:
--------------------------------- ------ ----------
31 December 2017 19.13
--------------------------------- ------ ----------
Total number of shares in issue:
--------------------------------- ------ ----------
31 December 2016 20,949,671
31 December 2017 20,949,671
--------------------------------- ------ ----------
DIRECTORS AND ADVISERS
Executive director
Boudewijn Wentink - Chief Executive Officer
Non-executive director
Barry Rourke
Company Secretary and registered office
Yolanda Bolleurs
5th Floor, 15 Old Bailey
London EC4M 7EF
Registrars and transfer office
Computershare Investor Services PLC
PO Box 82, The Pavilions, Bridgwater Road
Bristol BS99 7NH
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
FR EAXXLEEKPEFF
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July 04, 2018 13:17 ET (17:17 GMT)
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