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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Lionsgold | LSE:LION | London | Ordinary Share | GG00B3M9KL68 | ORD NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 2.65 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
TIDMKGLD
RNS Number : 2833I
Kolar Gold Limited
08 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
8 December 2015
Kolar Gold Limited
("Kolar Gold" or the "Company")
Final Results Announcement, Strategic Review, Board Changes and Commencement of Offer Period
Kolar Gold Limited (AIM: KGLD), the Indian focussed gold exploration and mine development company, announces its audited final results for the year ended 30 June 2015, a review of its activities and strategic direction, changes to the Board of Directors and commencement of offer period, with a view to maximising value for shareholders.
Results
The Company recorded a loss after tax for the year ended 30 June 2015 of GBP1,254,716, (2014: loss after tax of GBP5,621,538). As at that date the Company had GBP1.4 million in cash and term deposits (2014: GBP3.4 million).
The Company has, at the date of this report, the following interests:
-- a shareholding of 23.5 per cent. in Geomysore Mining Services (India) Private Limited ("GMSI");
-- a Right of First Refusal, in association with the Cooperative Societies of Bharat Gold Mines Limited ("BGML") ex-employees, to acquire the BGML mining assets at Kolar through a tender process to be held by the owner, the Government of India;
-- cash balances of GBP1.0 million; and
-- liabilities in connection with changes to executive management of approximately GBP0.25 million.
Review of Activities
Kolar Gold's strategy from the outset has been to focus on building an Indian gold exploration and mine development company. It has been progressing this plan through its significant investment in Geomysore Services (India) Private Limited ("GMSI") and by pursuing its proposed acquisition of Bharat Gold Mines Limited, jointly with the BGML Gold Mine ex-employee united unions, to revive the historic BGML gold mine ("BGML Gold Mine"), which is located in the Kolar Gold Fields. However, both of these initiatives have taken significantly longer to progress than was originally foreseen. The environment for undertaking mine exploration and development in India is complex and sensitive and every step is very time consuming with many vested interests needing to be accommodated on an ongoing basis. Previously anticipated changes to the regulatory and business environment of the mining sector are still yet to materialise, despite the initial optimism following the election of the new government in May 2014 and its desire to attract more foreign direct investment. Kolar Gold's ability to continue with its current strategy is constrained given its present cash resources and the current equity market environment for junior exploration and mining companies in London, where the Company's shares are quoted.
GMSI
Kolar Gold has a 23.5 per cent shareholding in GMSI. GMSI is progressing with further exploration and appraisal work to assess the feasibility, scale and timing of building a producing gold mine at Jonnagiri, for which GMSI has been granted a 30 year mining licence to mine 365,000 tonnes of gold ore per year. Over the past 12 months a concerted drilling campaign has been undertaken at Jonnagiri totalling 15,800 metres in order to enhance the resource base and improve its definition. A Competent Person's Report on the drilling results is now expected in January 2016. A full assessment of the prospects for this mine and likely timing to reach production will not be known until March 2016 at the earliest once a pre-feasibility study has been prepared. However, GMSI will require further funding by early 2016, which it is seeking to procure from its shareholders, and Kolar Gold will assess its options and the attractiveness of investing further in GMSI following the availability of the assessment of the recent drilling results in January 2016. Any further investment in GMSI will require Kolar Gold to raise additional funds.
In November 2014 Kolar Gold was granted an option to invest a further US$2 million (GBP1.34 million) in GMSI within 12 months at the same valuation as the most recent round of funding, which was priced at the end of 2014 at a pre new money valuation of $18 million (GBP12.08 million). The option term expired during November 2015 but as the drilling programme and resource assessment has taken longer for GMSI to complete than expected, Kolar Gold is seeking to reinstate it with an expiry date of 30 April 2016. Exercise of this option, if reinstated, would be subject to Kolar Gold raising further capital.
As at 31 December 2014 the investment in GMSI was held in the balance sheet of the Company at GBP2.83 million since when the Company has invested a further GBP389,000. Further investment by GMSI's other major shareholders has resulted in Kolar Gold's shareholding now standing at 23.5 per cent. In the absence of Kolar Gold investing additional capital into GMSI its shareholding will be diluted further.
GMSI also has a number of other gold licences and applications in India at different stages of development in some very promising areas including North, East and South Kolar Belt but progressing these would require further capital.
Merger discussions with Deccan Gold Mines Limited ("DGM") have been in abeyance while DGM has focused on raising its own funds through a rights issue on the Bombay Stock Exchange which was completed on 9 November 2015 and raised GBP5.10 million. The logic of the merger, to create India's largest listed gold exploration company, remains strong and GMSI has indicated that discussions are likely to be renewed in 2016. Kolar Gold shareholders will be kept fully informed of developments. The achievability of obtaining a listing for GMSI shares either through a merger with DGM or by a listing on the Bombay Stock Exchange will only become clearer once the economic feasibility of constructing a mine at Jonnagiri are better known.
BGML
The revival of the BGML Gold Mine continues to be discussed at state and central government level but the form and timing of any tender remains uncertain despite previous indications that a process was likely to commence. The Company continues to pursue discussions with Government agencies, its partners and interested parties but the form and timing of the tender for this asset have still not been confirmed by the Government.
Strategic Review
Against this background the Company has taken further steps to preserve cash to extend the life of the Company beyond the end of 2016. The Company is reviewing its strategic options with the intention of considering all available opportunities for maximising value for shareholders. These include
-- exploring the possibility of realising the value of its investment in India in an orderly manner, including the possible sale of one or more of the Company's assets or subsidiaries;
-- investigating mining opportunities outside India, where Kolar Gold as a vehicle could be an attractive platform for current and new investors; and
-- seeking new investors who may be prepared to invest in the share capital of Kolar Gold.
These options could involve a third party making an offer for the Company's shares or the Company making an acquisition for cash and/or shares and/or delisting from AIM.
If the Directors are unable to see a long term future for Kolar Gold they will consider winding up the Company and returning capital to investors.
Board Changes
The Company and Nick Spencer, the CEO of Kolar Gold, have reached a mutual agreement whereby Nick has today resigned from the Company and he will step down from the Board of Kolar Gold with immediate effect.
Separately, Stephen Coe, who has been a non-executive director since 2011, also today has given notice to resign, for personal reasons, and he will be stepping down from the Board and leaving the Company at the end of December 2015. Stephen Oke will replace Stephen Coe as Chairman of the Audit Committee with effect from 1 January 2016.
Harvinder Hungin, Stephen Oke and Vidyanathan Sivakumar, SUN Group's representative on the Board of Kolar Gold and who is based in India and also on the Board of GMSI, will step up to a more active role in monitoring and developing the Company's interests in India for the immediate future. Nick Spencer will continue to support them for the remainder of his contract period that expires in May 2016. Following Nick's departure and the results of the current strategic review the Board will review the composition of the Board and management team.
The Directors wish both Nick and Stephen well and thank them for their contributions to developing Kolar Gold's position in the Indian gold mining sector, which has been a challenging journey.
Broker
Pareto Securities Ltd is no longer joint broker to the Company. N+1 Singer assumes the role of sole broker to the Company.
Conclusion
The Company will report back to shareholders as soon as the Strategic Review is complete.
Harvinder Hungin
Chairman
7 December 2015
Takeover Code
Discussions in relation to a merger with a third party or a sale of the Company will take place within the context of a "formal sale process" in accordance with Note 2 of Rule 2.6 of the City Code on Takeovers and Mergers (the "Takeover Code"), such that the Board of Kolar Gold is able to have discussions with third parties interested in such a transaction on a confidential basis to the extent permitted by the Takeover Code.
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December 08, 2015 02:00 ET (07:00 GMT)
The Panel on Takeovers and Mergers (the "Takeover Panel") has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to Note 3 on Rule 2.2 of the Takeover Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code, for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Takeover Code, which prohibits any form of inducement fee or any other offer-related arrangement, and that the Company has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2 of the Takeover Code although it reserves the right to do so in the future.
This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made, nor as to the terms on which any offer may be made.
As a consequence of this announcement, the Company is now considered to be in an "Offer Period" as defined in the Takeover Code. The dealing disclosure requirements and other provisions of the Takeover Code that now apply are listed below.
International Advisory Partners Limited ("IAP"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to the Company and is acting for no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of IAP nor for providing advice in relation to the matters referred to in this announcement.
Parties interested in a transaction with Kolar Gold should contact IAP (contact details as below).
Enquiries:
Kolar Gold Limited Harvinder Hungin +44 (0) 7990 516669 International Advisory Partners (Rule 3 Adviser) James Winterbotham / David +44 (0) 20 7796 0085 or Anderson +44 (0) 7971 237332 N+1 Singer (Nomad and Broker) James Maxwell / Jen Boorer +44 (0) 20 7496 3000 Tavistock (PR adviser) Ed Portman / Nuala Gallagher +44 (0) 20 7920 3150
Further information and disclosure requirements of the Takeover Code (the "Code")
Information on Securities
In accordance with Rule 2.10 of the Code, the Company confirms that it has 106,293,537 ordinary shares of 7 pence each in issue at the close of business on 7 December 2015 and the Ordinary Shares are admitted to trading on the AIM market of the London Stock Exchange. The International Securities Identification Number is GG00B3M9KL68.
Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Announcements
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons in any restricted jurisdiction on the Company's website at www.kolargold.com.au as soon as possible and in any event no later than 12:00 noon (London time) on 9 December 2015 (being the business day following the date of this announcement). The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
In accordance with Rule 30.2, a person may request a copy of the announcement in hard copy form. A person may also request that all future documents, announcements and information in relation to the Offer should be in hard copy form. A hard copy of the announcement will not be sent unless so requested. A hard copy may be obtained by sending a request to the Company, Kolar Gold Limited, Ground Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 2HT.
Directors' Report
The directors present their report together with the consolidated financial statements of the Group comprising Kolar Gold Limited (the Company) and its subsidiaries for the year ended 30 June 2015 and the auditor's report thereon.
Performance review
The Group made a comprehensive loss of GBP1,258,687 during the year ended 30 June 2015 (2014: loss of GBP5,631,480).
Principal activities and future developments
The Group's principal activity is the development of gold exploration and mining assets in India, in partnership with its Indian associate, GMSI and securing and reviving the historic gold mines of the Kolar Goldfields of Bharat Gold Mines Limited in that region.
Subsequent events
On 8 December 2015 the Company announced the commencement of a strategic review together with the mutually agreed termination of the CEO, Nick Spencer's, employment contract. Additionally Stephen Coe, a non-executive director, has given notice of his resignation to take effect from 31 December 2015.
Principal risks and uncertainties
The Group is exposed to a variety of financial risks including foreign exchange risk, market risk, liquidity risk and credit risk. These risks are discussed in detail in Note 2.
Note 13 to the financial statements - Financial instruments and associated risks
The Board of Directors is committed to effective risk management and is responsible for ensuring that the Group has an appropriate framework in place to identify and effectively manage business risks and to monitor business performance and the Group's financial position. The Board is also responsible for overseeing compliance with regulatory, prudential, legal and ethical standards.
Accounting policies
The accounting policies of the Group as set out on pages 16 to 22 have been applied consistently during the year.
Dividends
No dividends have been paid or declared and the Directors do not recommend the declaration of a dividend for the year ended 30 June 2015 (2014: nil).
Going concern
After making enquiries, and considering the current level of activity, financial arrangements made and for the reasons disclosed in note 1.3 of the financial statements, the Directors consider that the Company will have adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
In the longer term, the Group's ability to develop and enhance its interests in India, via BGML, if its tender bid is successful, via the right of first refusal and its stake in GMSI, including bringing the Jonnagiri mining assets to commercial production will depend upon the ability of the Group and its partners and/or GMSI to obtain further financing through equity financing, debt financing or other means.
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December 08, 2015 02:00 ET (07:00 GMT)
The only sources of future funds presently available to the Group are the raising of equity capital by the Company or the sale of its interest in GMSI either in whole or in part. There can be no guarantee that any future negotiations will be successful in securing funding on terms satisfactory to the Group. If adequate finance is not available, the Group may be required to reduce its investments and related activities.
Corporate governance statement
The Company, being listed on AIM, is not required to comply with the UK Corporate Governance Code ("the Code"). However, the Company has given consideration to the main principles of the Code and the Directors support the objectives of the Code and intend to comply with those aspects that they consider relevant to the Group's size and circumstances.
Following the completion of the Strategic Review described in the Chairman's Statement, the Company will assess its Board and management requirements and determine the appropriate committee and governance structures. Stephen Oke will replace Stephen Coe as Chairman of the Audit Committee with effect from 1 January 2016.
On behalf of the Board
_____________________________________
Stephen Coe
Director
7 December 2015
Kolar Gold Limited and its controlled entities
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2015
Group Note 2015 2014 GBP GBP Options issued to Directors 10 - (21,723) Salaries and wages (378,877) (380,566) Due diligence - GMSI and other prospective gold assets - (52,963) Other administrative expenses (749,155) (417,712) Accretion/(Dilution) of investment in associate 6 5,952 (1,326,888) Impairment of investment in associate 6 - (2,865,325) Loss from operating activities (1,122,080) (5,548,349) ------------ ------------ Finance income 30,128 54,250 Finance costs (74) (501) Net financing income/(expense) 30,054 53,749 ------------ ------------ Share of loss of associate 6 (162,690) (126,938) ------------ ------------ Loss before tax (1,254,716) (5,621,538) Income tax expense 5 - - ------------ ------------ Loss for the year (1,254,716) (5,621,538) Other comprehensive loss Items that are or may be reclassified subsequently to profit or loss Foreign exchange translation variances (3,971) (9,942) ------------ ------------ Total comprehensive loss for the year (1,258,687) (5,631,480) ============ ============ Basic and diluted loss per share (p) 12 (1.18) (5.29) All results are derived from continuing activities.
The notes section below is an integral part of the consolidated financial statements.
Kolar Gold Limited and its controlled entities
Consolidated Statement of Financial Position
as at 30 June 2015
Group 2015 2014 Note GBP GBP Non-current assets Plant and equipment 10,549 13,403 Investment in associate 6 3,050,303 2,503,017 Total non-current assets 3,060,852 2,516,420 ------------ ------------ Current assets Trade and other receivables 6,950 9,235 Prepayments and other assets 16,642 24,707 Term deposits 931,994 2,060,236 Cash and cash equivalents 505,725 1,370,181 Total current assets 1,461,311 3,464,359 ------------ ------------ Total assets 4,522,163 5,980,779 ------------ ------------ Current liabilities Trade and other payables 8 160,848 336,040 Employee benefits 9 117,146 142,325 Total current liabilities 277,994 478,365 ------------ ------------ Non-current liabilities Employee benefits 9 3,986 3,544 ------------ ------------ Total non-current liabilities 3,986 3,544 ------------ ------------ Total liabilities 281,980 481,909 ------------ ------------ Total net assets 4,240,183 5,498,870 ============ ============ Equity Share capital 7,440,546 7,440,546 Share premium 15,690,724 15,690,724 Reserves 3,832,720 3,836,691 Accumulated losses (22,723,807) (21,469,091) ------------ ------------ Total equity 4,240,183 5,498,870 ============ ============
The notes section below is an integral part of the consolidated financial statements.
Kolar Gold Limited and its controlled entities
Consolidated Statement of Changes in Equity
for year ended 30 June 2015
Share Share premium Share Foreign Accumulated Total equity capital based exchange losses payment translation reserve reserve GBP GBP GBP GBP GBP GBP ---------- -------------- ---------- ------------- ------------- ------------- Balance at 30 June 2013 7,440,546 15,690,724 3,816,304 8,606 (15,847,553) 11,108,627 Loss for the year - - - - (5,621,538) (5,621,538) Other comprehensive loss - foreign exchange translation variances - - - (9,942) - (9,942) ---------- -------------- ---------- ------------- ------------- ------------- Total comprehensive loss for the year - - - (9,942) (5,621,538) (5,631,480) Other issues of ordinary shares - - - - - - Equity-settled transactions - - 21,723 - - 21,723 ---------- -------------- ---------- ------------- ------------- ------------- Total contributions by and distributions to owners - - 21,723 - - 21,723 ---------- -------------- ---------- ------------- ------------- ------------- Balance at 30 June 2014 7,440,546 15,690,724 3,838,027 (1,336) (21,469,091) 5,498,870 Loss for the year - - - - (1,254,716) (1,254,716) Other comprehensive loss - foreign exchange translation variances - - - (3,971) - (3,971) ---------- -------------- ---------- ------------- ------------- ------------- Total comprehensive loss for the year - - - (3,971) (1,254,716) (1,258,687) Other issues of ordinary shares - - - - - - Equity-settled transactions - - - - - - Total contributions by and distributions to owners - - - - - - Balance at 30 June 2015 7,440,546 15,690,724 3,838,027 (5,307) (22,723,807) 4,240,183 ---------- -------------- ---------- ------------- ------------- -------------
The notes section below is an integral part of the consolidated financial statements.
Kolar Gold Limited and its controlled entities
Consolidated Statement of Cash Flows
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For the year ended 30 June 2015
Note 2015 2014 GBP GBP Cash flows from operating activities Loss for the year (1,254,716) (5,621,538) Adjustments for: Depreciation 2,854 8,299 (Accretion)/Dilution of investment in associate (5,952) 1,326,888 Impairment of investment in associate - 2,865,325 Share of loss of associate 162,690 126,938 Net financing (income)/expense (30,054) (53,749) Foreign exchange variances 15,431 21,718 Equity-settled transactions 10 - 21,723 Operating loss before changes in working capital and provisions (1,109,747) (1,304,396) Change in trade and other receivables 2,285 4,582 Change in other current assets 8,065 2,799 Change in trade and other payables (175,192) 14,590 Change in employee benefits (24,737) 6,503 ------------ ------------ Cash used in operating activities (1,299,326) (1,275,922) Interest and finance costs paid (74) (501) Net cash used in operating activities (1,299,400) (1,276,423) ------------ ------------ Cash flows from investing activities Interest received 16,074 61,479 Funds withdrawn from term deposit 1,128,242 2,611,498 Payments for investments (704,024) (700,000) Payments for plant and equipment - (2,028) Net cash used in investing activities 440,292 1,970,949 ------------ ------------ Cash flows from financing activities - - ------------ ------------ Net (decrease)/increase in cash and cash equivalents (859,108) 694,526 Foreign exchange gain/(loss) on cash balances (5,348) (23,162) Cash and cash equivalents at 1 July 1,370,181 698,817 ------------ ------------ Cash and cash equivalents at 30 June (Excludes term deposits of GBP931,944 (2014: GBP2,060,236) 505,725 1,370,181 ============ ============
The notes section below is an integral part of the consolidated financial statements.
Kolar Gold Limited and its controlled entities
Notes to the financial statements
1. Accounting policies 1.1 Reporting entity
The group financial statements consolidate those of Kolar Gold Limited and its controlled entities (together referred to as the "Group").
As at 30 June 2015, the wholly owned subsidiaries of the Company are:
-- Kolar Gold Resources Limited (Mauritius); -- Kolar Gold Resources (India) Private Limited; and -- Kolar Gold Pty Limited
The group financial statements have been prepared and approved by the directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs"). The financial statements comply with the Companies (Guernsey) Law, 2008 as amended and give a true and fair view of the state of affairs of the Group.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements.
1.2 Measurement convention
The financial statements are prepared on the historical cost basis, except for the following material item in the statement of financial position and statement of comprehensive income:
-- Share-based payments are measured at fair value.
The financial statements are presented in Great British Pounds (GBP).
1.3 Going concern
These financial statements have been prepared on the basis of accounting principles applicable to a "going concern" which assumes the Group will continue in operation for at least 12 months from the date of approval of the financial statements and will be able to realise its assets and discharge its liabilities in the normal course of operations.
The Group currently has no source of operating cash inflows, other than interest income, and has incurred net operating cash outflows for the year ended 30 June 2015 of GBP1,299,400 (2014: GBP1,276,423). At 30 June 2015, the Group had cash balances and term deposits of GBP1,437,719 (2014: GBP3,430,417) and a surplus in net working capital (current assets, including cash, less current liabilities) of GBP1,183,317 (2014: GBP2,985,994).
The Directors have assessed cash requirements and prepared forecasts for the next eighteen months. These forecasts are based on no capital being raised, no other cash inflow beyond interest income and GST refunds, and the Board changes proceeding as stated in the Chairman's Report. The Board changes have been agreed with all parties, with termination giving certainty over the short-term cash outflows required. Cost savings from downsizing of back office operations in Australia have also been included. No allowance has been made in these forecasts for any further investment in GMSI nor the funding of any other mining opportunities within or outside India. As at the date of this report the Group has no commitment to make further investments in GMSI.
In the longer term, the Group's ability to develop and enhance its interests in India, via BGML, if its tender bid is successful, via the right of first refusal and its stake in GMSI, including bringing the Jonnagiri mining assets to commercial production will depend upon the ability of the Group and its partners and/or GMSI to obtain further financing through equity financing, debt financing or other means.
The only sources of future funds presently available to the Group are the raising of equity capital by the Company or the sale of its interest in GMSI either in whole or in part. There can be no guarantee that any future negotiations will be successful in securing funding on terms satisfactory to the Group. If adequate finance is not available the Group may be required to reduce its investments and related activities.
Against this background the Company has taken further steps to preserve cash to extend the life of the Company until the first half of 2017 and these have been included in the forecasts. If the Company fails to raise further cash by this time it may have to cease trading in its current form. The Company is reviewing its strategic options with the intention of considering all available opportunities for maximising value for shareholders. These include
-- exploring the possibility of realising the value of its investment in India in an orderly manner, including the possible sale of one or more of the Company's assets or subsidiaries;
-- investigating mining opportunities outside India, where Kolar Gold as a vehicle could be an attractive platform for current and new investors; and
-- seeking new investors who may be prepared to invest in the share capital of Kolar Gold.
These options could involve a third party making an offer for the Company's shares or the Company making an acquisition for cash and/or shares and/or delisting from AIM.
If the Directors are unable to see a long term future for Kolar Gold they will consider winding up the Company and returning capital to investors.
1.4 Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In assessing its power over the investee, the Group takes into consideration its rights through shareholding or other arrangements to direct the activities which significant affect the investee's returns. The acquisition date is the date on which control is transferred to the acquirer. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
All entities were 100% owned and controlled by the parent entity, Kolar Gold Limited during the period they were members of the Group.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
1.5 Investment in associates
The cost of acquiring equity investments in entities over which the Group is considered to have significant influence is capitalised and classified as an investment in associates. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control of these policies.
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The investment in associates is accounted for using the equity method. Under this method, on initial recognition the investment in an associate is recognised at cost, and the carrying amount is increased or decreased to recognise the Group's share of the profit or loss of the investee after the date of acquisition. The Group's share of the investee's profit or loss is recognised in the Group's profit or loss. The carrying amount is also adjusted for changes in the Group's proportionate interest in the investee.
After application of the equity method, including recognising the associate's losses, the Group applies the requirements of IAS 39 Financial Instruments: Recognition and Measurement to determine whether it is necessary to recognise any additional impairment loss with respect to its net investment in the associate. If any indication of impairment is noted under IAS 39, the impairment testing will follow the principals of IAS 36 Impairment of Assets.
1.6 Classification of financial instruments issued by the Group
Following the adoption of IAS 32, financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and
(b) where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
Where a financial instrument that contains both equity and financial liability components exists these components are separated and accounted for individually under the above policy.
1.7 Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method.
Term deposits
Term deposits comprise bank deposits with maturity dates of between 3 and 12 months from balance date.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
1.8 Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Where parts of an item of plant and equipment have different useful lives, they are accounted for as separate items of plant and equipment.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
-- plant and equipment 2.5 to 5 years; and -- fixtures and fittings 2.5 to 10 years
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
1.9 Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of the Group's entities at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
Foreign operations
The assets and liabilities of foreign operations are translated to the Group's presentation currency, at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an average rate for the year where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange differences arising from the translation of foreign operations are reported as an item of other comprehensive income and accumulated in the translation reserve. When a foreign operation is disposed of, such that control is lost, the entire accumulated amount in the translation reserve, is recycled to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while still retaining control, the relevant proportion of the accumulated amount is reattributed to non-controlling interests.
Exchange differences arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in equity in the translation reserve.
1.10 Impairment
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
The carrying amounts of the Group's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").
An impairment loss is recognised if the carrying amount of an asset or its cash generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash generated units are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
1.11 Employee benefits and other share based payment arrangements
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.
Long-term benefits
The Group's net obligation in respect of long-term employee benefits is the amount of the future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of the related assets is deducted. The discount rate is the yield at the reporting date on government bonds that have maturity dates approximating the terms of the Group's obligations and that are denominated in the same currency in which the benefit is expected to be paid.
Share-based payment transactions
Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.
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Share-based transactions, other than those with employees, are measured at the value of goods or services received where this can be reliably measured. Where the services received are not identifiable, their fair value is determined by reference to the grant date fair value of the equity instruments provided. Should it not be possible to measure reliably the fair value of identifiable goods and services received, their fair value shall be determined by reference to the fair value of the equity instruments provided measured over the period of time that the goods and services are received.
1.11 Employee benefits and other share based payment arrangements (Cont'd)
The expense is recognised in profit or loss (or capitalised as part of an asset) when the goods are received or as services are provided, with a corresponding increase in equity.
The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The fair value of the options granted is measured using an option valuation model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
Share-based payment transactions in which the Group receives goods or services by incurring a liability to transfer cash or other assets that is based on the price of the Group's equity instruments are accounted for as cash-settled share-based payments. The fair value of the amount payable to recipients is recognised as an expense, with a corresponding increase in liabilities, over the period in which the recipients become unconditionally entitled to payment. The liability is re-measured at each balance sheet date and at settlement date. Any changes in the fair value of the liability are recognised in profit or loss.
1.12 Expenses
Operating lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense.
Due diligence - GMSI and other prospective gold assets
These expenses relate to technical, legal and financial advisory costs with respect to the agreements with GMSI and the assessment of other prospective gold assets.
Financing income and expenses
Financing expenses comprise interest payable and finance charges on shares classified as liabilities recognised in profit or loss using the effective interest method, unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the income statement (see foreign currency accounting policy note 1.9). Financing income comprise interest receivable on funds invested, dividend income, and net foreign exchange gains.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Foreign currency gains and losses are reported on a net basis.
1.13 Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.
1.14 Earnings per share
The Group presents basic and diluted earnings or loss per share data for its ordinary shares. Basic earnings/loss per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted earnings/loss per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options and warrants granted.
1.15 Operating segments
Segment results that are reported to the Chief Executive Officer include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, head office expenses, and income tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the period to acquire plant and equipment, and intangible assets other than goodwill.
1.16 Adopted IFRS not yet applied
No newly adopted accounting standards have had a material impact on the Group. The following accounting standards and amendments have been issued and been endorsed by the EU but are not applicable to Kolar Gold Limited in the current year:
-- Amendments to IAS 19 (Defined Benefit Plan: Employee Contributions)
The application of this amendment would not have a material effect on these financial statements.
1.17 Use of estimates and judgements
The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
In particular, information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are described in the following notes:
-- Going concern (note 1.3), and -- Valuation of investment in associate (note 6). 2. Risk management
Overview
The Group has exposure to the following risks:
-- Credit risk; -- Liquidity risk; -- Tax risk; -- Currency risk; -- Market risk; and -- Operational risk
This note presents information about the Group's exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and its management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.
Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework and developing and monitoring the Group's risk management policies. Key risk areas have been identified and the Group's risk management policies and systems will be reviewed regularly to reflect changes in market conditions and the Group's activities.
The Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's bank deposits and receivables. The risk of non-collection is considered to be low.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
Tax risk
The Company holds its investments in India through Kolar Gold Resources Limited, a wholly owned Mauritian subsidiary.
A Tax Information Exchange Agreement is in place between Guernsey and India.
The Group does not currently generate significant income in India and its investment is capital in nature. Future tax liabilities may be subject to how Indian tax law changes and how the relevant double tax treaties are interpreted from time to time.
Currency risk
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The Group is exposed to currency risk on cash and cash equivalents, receivables and payables that are denominated in a currency other than the functional currency of the each of the Group entities. In order to reduce currency risk, each entity holds most of its funds in the same currency as its functional currency in sufficient amounts to cover expected future outgoings for several months. The Group does not use derivatives to hedge its foreign currency exposures.
Market risk
The Group has acquired an interest in GMSI. This exposes the Group to fluctuation in the value of that equity investment. The Group has one director on the board of GMSI and continues to work closely with GMSI to develop its resources.
In addition, the Group's future revenues from product sales will be affected by changes in the market price of gold and could also be subject to exchange controls or similar restrictions.
Operational risk
The Group's business is at an early stage and is subject to several operational risks. These risks include exploration and mining risks, delays in approvals to undertake exploration activities, actual resources differing from estimates, operational delays and the availability of equipment, personnel and infrastructure. The significantly larger portfolio of projects resulting from the agreements with GMSI will spread the risk and impact of delays in licence approvals. In addition, the Group has business and liability insurance policies in place to mitigate some of these risks.
The Group is also dependent on key personnel and subject to the actions of third parties, including staff of GMSI and other contractors and suppliers.
The Group's operations are also subject to government laws and regulations, particularly environmental regulation. The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act was passed in India in 2013. This legislation put in place a requirement for rehabilitation and resettlement programmes for those affected by mining activities/ environmental damage. This does not have any direct impact on the Group at present, but it may impact on its investment in GMSI.
Capital management
The Company has no loans or borrowings and has sufficient resources, in the view of the Directors, to meet its working capital requirements until second quarter of calendar year 2017.
The Group manages its capital through the preparation of detailed forecasts, and tracks actual receipts and outlays against the forecasts on a regular basis, to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders.
The capital structure of the Group consists of cash and cash equivalents and equity comprising, capital, reserves and accumulated losses.
The Group has one reportable segment, being Indian Exploration - Investment in gold exploration activities and administration in the Kolar Gold Fields region in Karnataka State, India.
The Group also has corporate administrative functions outside India which generate corporate expenses that have not been allocated to a segment.
The Group's Chief Executive Officer reviews internal management reports for this segment on a monthly basis.
Information regarding the results of the reportable segment is included below. The Group has no revenue at this stage of its development and performance is measured based on expenses incurred and exploration activity levels in the Indian segment.
Indian Exploration Corporate Total 2015 2014 2015 2014 2015 2014 GBP GBP GBP GBP GBP GBP Income - ---------- ------------ ---------- ------------ ------------ ------------ Depreciation and amortisation - 5,385 2,854 2,914 2,854 8,299 ---------- ------------ ---------- ------------ ------------ ------------ Share-based payments - - - 21,723 - 21,723 ---------- ------------ ---------- ------------ ------------ ------------ Dilution/(Accretion) of investment in associate (5,952) 1,326,888 - - (5,952) 1,326,888 ---------- ------------ ---------- ------------ ------------ ------------ Impairment of investment in associate - 2,865,325 - - - 2,865,325 ---------- ------------ ---------- ------------ ------------ ------------ Share of loss of associate 162,690 126,938 - - 162,690 126,938 ---------- ------------ ---------- ------------ ------------ ------------ Other reportable segment expenses 101,644 216,947 993,480 1,055,418 1,095,124 1,272,365 ---------- ------------ ---------- ------------ ------------ ------------ Segment result before tax (258,382) (4,541,483) (996,334) (1,080,055) (1,254,716) (5,621,538) ---------- ------------ ---------- ------------ ------------ ------------ Reportable segment assets 3,086,380 2,517,496 1,435,783 3,463,283 4,522,163 5,980,779 ---------- ------------ ---------- ------------ ------------ ------------ Investments in associate 3,050,303 2,503,017 - - 3,050,303 2,503,017 ---------- ------------ ---------- ------------ ------------ ------------ Other capital expenditure - - - 2,028 - 2,028 ---------- ------------ ---------- ------------ ------------ ------------ Reportable segment liabilities (3,906) (20,740) (278,074) (461,169) (281,980) (481,909) ---------- ------------ ---------- ------------ ------------ ------------ 4. Expenses and auditors' remuneration 2015 2014 GBP GBP Included in loss for the year are the following: Depreciation charge 2,854 8,299 ======= ======= Operating lease expense 27,092 26,947 ======= ======= Auditors' remuneration Audit of financial statements 53,014 53,941 Other 2,500 10,000 ------- ------- Auditors' remuneration 55,514 63,941 ======= ======= 5. Income tax expense 2015 2014 GBP GBP Current tax expense Current year - - ===== ===== Deferred tax expense Origination and reversal of temporary - differences - ===== ===== Tax expense in income statement - - Reconciliation of effective tax rate 2015 2015 2014 2014 % GBP % GBP Loss for the year (1,254,716) (5,621,538) Total income tax for the year - - ------------ ------------ Loss excluding income tax (1,254,716) (5,621,538) ------------ ------------ Income tax using the Company's domestic rate (0.0) - (0.0) - Effect of tax rates in foreign jurisdictions (203,166) (209,325) Non-deductible expenses 14,025 19,793 Current year losses for which no deferred tax asset was recognised 189,141 189,532 Total current tax benefit - - ------ ------------ ------ ------------ A deferred tax asset of GBP3,701,988 (2014: GBP3,512,847) has not been recognised in respect of losses, as there is currently uncertainty surrounding the recoverability of such assets. 6 Investment in associate In August 2013 Kolar Gold acquired a 30% equity interest in Geomysore Mining Services (India) Private Limited ("GMSI") at a total cost of GBP6,822,168. GMSI is an Indian gold exploration company based in Bangalore with an extensive portfolio of gold projects. The Group's investment in GMSI remains a key plank in its plans to build an Indian gold exploration and mine development
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company. The fair value of the investment in GMSI at the time of the acquisition was equivalent to the cost and fair value of the payments to GMSI and other assets surrendered of GBP6,822,168, and this amount was determined to be the acquisition cost of the investment in the associate. GMSI is accounted for as an associate because, while Kolar Gold has influence over GMSI, it does not have control, and it is accounted for on an equity accounting basis. In November 2013 GMSI issued shares to a third party amounting to 20% of GMSI's issued share capital, in exchange for the provision of services. As a result of this transaction and the purchase arrangements, the Group's equity holding of GMSI fell to an effective interest of 26%. Subsequent share issues diluted the Group's holding to 24.15% Based on the above, between the date of acquisition and 30 June 2014, the Group suffered a loss on dilution in its investment totalling GBP1,326,888, based on the difference in the value of the proportion of the shareholding lost and the value of the compensation received by GMSI for the share issue. In November 2014 the major GMSI shareholders entered into agreements to subscribe to four share issues by GMSI over the following six months. These funds were to finance the ongoing operations of GMSI, including its exploration activities at its tenements at Jonnagiri. Furthermore, one of the shareholders agreed to conduct an extensive drilling programme at Jonnagiri in exchange for the issue of shares in addition to above share subscriptions. In addition to the above, in November 2014 Kolar Gold was granted an option to invest a further US$2 million (GBP1.34 million) in GMSI within 12 months at the same valuation as the most recent round of funding, which was priced at the end of 2014 at a pre new money valuation of $18 million (GBP12.08 million). The option agreement expired during November 2015 and Kolar Gold is seeking to have this option reinstated to the end of April 2016 as the drilling programme and resource assessment has taken longer for GMSI to complete than expected. Exercise of this option, if reinstated, would be subject to Kolar Gold raising further capital. During the current year, Kolar Gold has invested a further GBP704,024 in GMSI. The additional investment in GMSI has been accounted for at incremental fair value. A minor gain on accretion has been recognised based on exchange rates movements at the time of the share purchases. The share subscriptions by Kolar Gold and the other shareholders have resulted in Kolar Gold having a 25.0% equity interest in GMSI as at balance date. The carrying value of the investment in an associate is determined as follows: 2015 2014 GBP GBP Investment in an associate Opening balance 2,503,017 - Acquisition cost - 6,822,168 Subsequent investment 704,024 - Accretion/(dilution) of investment 5,952 (1,326,888) Impairment of investment - (2,865,325) Share of loss of associate (162,690) (126,938) ---------- ---------------- Total 3,050,303 2,503,017 ========== ================ The Board has considered the valuation of its investment in GMSI and determined that its fair value is at least equal to the carrying value of GBP3,050,303 and no impairment loss is warranted. In determining the fair value of this investment the Board has had regard to the following areas of judgement: * the financial position of GMSI, * the progress made with its exploration activities, * the price of gold and exchange rates at the reporting date, * the valuations of junior and early stage miners on world markets, and * discussions that have taken place with shareholders of GMSI concerning fund raising for future activities. The audited financial statements of GMSI for the year ended 31 March 2015, after adjusting to IFRS comprised: Assets of GBP6.6m (2014: GBP2.4m), of which GBP6.2m (2014: GBP2.1m) are non-current, GBP433k are current (2014: GBP314k) and GBP82k cash (2014: GBP66k). Liabilities of GBP132k (all current) (2014: GBP132k, all current). GMSI had no revenue other than interest income of less than GBP5k in both 2014 and 2015 and incurred a loss of GBP637k (2014: GBP537k). 7. Exploration and evaluation expenditure 2015 2014 GBP GBP Balance at beginning of year - 6,122,168 Transferred to investment in an associate - (6,122,168) -------------- ------------------ Balance at end of year - - ============== ================== 8. Trade and other payables 2015 2014 GBP GBP Trade and other payables due to related parties 14,275 16,098 Other trade payables 35,479 139,894 Non-trade payables and accrued expenses 111,094 180,048 -------------- ------------------ 160,848 336,040 ============== ================== 9. Employee benefits 2015 2014 GBP GBP Current Liability for annual leave 49,526 48,203 Liability for long service leave 67,620 94,122 -------- -------- 117,146 142,325 Non-current Liability for long service leave 3,986 3,544 -------- -------- 121,132 145,869 ======== ======== 10. Share-based payments a) Options As at 30 June 2015, the following unexpired options were in existence over the shares of Kolar Gold Limited: Name Date of Ordinary Shares Expiry Date Exercise Price Grant under option GBP Harvinder Hungin (1) 10.6.11 450,000 10.06.16 0.40 Stephen Coe (1) 10.6.11 350,000 10.06.16 0.40 Stephen Oke (1) 10.6.11 350,000 10.06.16 0.40 Harvinder Hungin (2) 31.12.12 150,000 28.12.17 0.0838 Stephen Coe (2) 31.12.12 125,000 28.12.17 0.0838 Stephen Oke (2) 31.12.12 125,000 28.12.17 0.0838 Harvinder Hungin (3) 25.11.13 150,000 25.11.18 0.0638 Stephen Coe (3) 25.11.13 125,000 25.11.18 0.0638 Stephen Oke (3) 25.11.13 125,000 25.11.18 0.0638 ---------------- 1,950,000 ================ Each option entitles the holder to subscribe for one ordinary share in Kolar Gold Limited. Options do not confer any voting rights on the holder. (1) The above options were granted by Kolar Gold Limited on 10 June 2011 to directors. The options vested on grant date with no vesting conditions. (2) The above options were granted by Kolar Gold Limited on 31 December
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2012 to directors. The options vested on grant date with no vesting conditions. (3) The above options were granted by Kolar Gold Limited on 25 November 2013 to directors. The options vested on grant date with no vesting conditions. 850,000 options expired on 1 December 2013 and 2,700,000 options expired on 17 June 2014. No options were issued during the year ended 30 June 2015. The number and weighted average exercise price of the options are as follows: Weighted average Weighted average exercise price Number of exercise price Number of GBP options GBP options 2015 2015 2014 2014 Options issued by Kolar Gold Limited Outstanding at the beginning of the year 0.2662 1,950,000 0.3533 5,100,000 Granted during the year - - 0.0638 400,000 Expired during the year - - 0.3761 (3,550,000) ----------------- ---------------- ----------------- ---------------------- 0.2662 1,950,000 0.2662 1,950,000 ================= ================ ================= ======================
The weighted average remaining contractual life of the options is 1.8 years (2014 2.8 years).
b) Warrants There were no unexercised warrants as at 30 June 2015. c) Share-based payment expense recognised in the income statement 2015 2014 GBP GBP Options issued to non-executive directors - 21,723 Total share-based payment expense - 21,723 ====== ======= 11. Capital and reserves
Issued capital - Kolar Gold Limited
Ordinary Shares (7p each) a) Authorised capital 400,000,000 ================ b) Movement in issued and fully paid share capital: In issue at 1 July 2013 106,293,537 Issued - In issue at 30 June 2014 106,293,537 ================ In issue at 1 July 2014 106,293,537 Issued - ---------------- In issue at 30 June 2015 106,293,537 ====================================================== ================
All shares issued by the Company are 'ordinary' shares and rank equally in all respects, including for dividends, shareholder attendance and voter rights at meetings, on a return of capital and in a winding-up.
c) Reserves
Share premium reserve
The share premium reserve comprises the excess of consideration received over the par value of the shares issued.
Share based payments reserve
The options reserve comprises the equity value of share based payments issued by Kolar Gold.
Translation reserve
The translation reserve contains all foreign currency differences arising from the translation of the financial statements of foreign operations. Changes arising from monetary items that are considered to be part of the net investment are also included in the translation reserve.
12. Loss per share
The calculation of basic loss per share at 30 June 2015 was based on the loss of GBP1,254,716 (2014: GBP5,621,538), and a weighted average number of ordinary shares outstanding of 106,293,537 (2014: 106,293,537), calculated as follows:
2015 2014 GBP GBP Loss attributable to ordinary shareholders 1,254,716 5,621,538 ========== ========== Weighted average number of ordinary shares '000 '000 Issued ordinary shares at 1 July 106,294 106,294 Effect of shares issued during the year - - ---------- ---------- Weighted average number of shares at 30 June 106,294 106,294 ========== ==========
Diluted loss per share
Options and warrants granted to the Directors, staff and external consultants are considered to be potential ordinary shares and have not been included in the determination of diluted loss per share because they are not considered to be dilutive. The options have not been included in the determination of the basic loss per share.
2015 pence 2014 pence per share per share Basic and diluted loss per share 1.18 5.29 13. Financial instruments
(a) Fair values of financial instruments
The fair values of all financial assets and financial liabilities are equal to their carrying amounts shown in the statement of financial position.
Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted at the market rate of interest at the balance sheet date.
(b) Credit risk
Financial risk management
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables and cash and cash equivalents. The carrying amount of cash, cash equivalents and term deposits represents the maximum credit exposure on those assets. The cash and cash equivalents are held with bank and financial institution counterparties which are rated at least A for Australian and UK banks, and BBB for Indian banks, based on rating agency Standard and Poor's ratings.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. Therefore, the maximum exposure to credit risk at the reporting date was GBP1,444,669 (2014: GBP3,439,652), being the total of the carrying amount of financial assets, shown in the statement of financial position.
(c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
Financial liabilities Carrying Contractual 6 months 6-12 1 -2 years amount cash flows or less months GBP GBP GBP GBP GBP 30 June 2015 Trade and other payables 160,848 160,848 157,632 - 3,216 ========= ============ ========= ======== =========== 30 June 2014 Trade and other payables 336,040 336,040 238,890 - 97,150 ========= ============ ========= ======== ===========
(d) Currency risk
The Group's exposure to foreign currency risk is as follows. This is based on the carrying amount for monetary financial instruments which are held in a currency that differs from that entity's functional currency, except derivatives when it is based on notional amounts.
2015 2014 GBP GBP Cash and cash equivalents - A$ 136,540 45,871 Cash and cash equivalents - INR 30,682 10,499 Trade and other payables - INR (1,456) (20,740) Trade and other payables - A$ (73,318) (165,805) Trade and other payables - US$ - (10,959) --------- ---------- 92,448 (141,134) ========= ==========
The following significant exchange rates applied during the year:
Average rate Reporting date spot rate Average rate Reporting date spot rate 2015 2015 2014 2014 GBP:A$ 1.8865 2.05255 1.7714 1.8039 GBP:INR 97.5446 100.077 99.6019 102.065 GBP:US$ N/A N/A 1.6259 1.70276
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Sensitivity analysis
A strengthening of the GBP, as indicated below, against the Australian dollar and Indian Rupee at 30 June 2015 would have decreased equity by the amount shown below. This analysis is on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables, in particular interest rates, remain constant.
Equity Profit or loss GBP GBP 30 June 2015 INR (10 percent strengthening) 2,922 - A$ (10 percent strengthening) 6,322 - US$ (10 percent strengthening) - - --------- --------------- 30 June 2014 INR (10 percent strengthening) (1,024) - A$ (10 percent strengthening) (11,993) - US$ (10 percent strengthening) (1,096) - ========= ===============
A weakening of the GBP against the Australian dollar and Indian Rupee at 30 June would have had the equal but opposite effect on the amounts shown above, on the basis that all other variables remain constant.
(e) Interest rate risk
Profile
At the reporting date the interest rate profile of interest-bearing financial instruments was:
Carrying amount 2015 2014 GBP GBP Variable rate instruments Cash and cash equivalents 505,725 1,370,181 Term deposits 931,994 2,060,236 1,437,719 3,430,417 ========== ==========
Cash flow sensitivity analysis for variable rate instruments
The Group's interest bearing assets at balance date were invested with financial institutions with a minimum rating (S&P long term rating) of A for Australian and UK banks, and BBB for Indian banks and comprised solely bank accounts.
A change in interest rates would have increased/(decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. This analysis is performed on the same basis for 2015.
2015 2014 Profit or loss Profit or loss 100 bp increase 100 bp decrease 100 bp increase 100 bp decrease Variable rate instruments 14,377 (14,377) 34,304 (34,304) ================ ================ ================ ================ 14. Operating leases 2015 2014 Non-cancellable operating lease rentals are payable as follows: GBP GBP Less than one year 18,103 21,427 Between one and five years - 19,140 ------- --------- 18,103 40,567 ======= ========= 15. Group entities Country of Ownership interest incorporation 2015 2014 Kolar Gold Resources Limited (i) Mauritius 100% 100% Kolar Gold Resources (India) Private Limited (ii) India 100% 100% Kolar Gold Pty Ltd Australia 100% 100% (i) Incorporated on 3 March 2011 (ii) Incorporated on 24 March 2011 16. Related parties
Key management personnel
2015 2014 Key management personnel remuneration GBP GBP Cash-settled transactions 563,177 553,182 Share-based payments - 21,723 -------- -------- 563,177 574,905 ======== ========
In addition to their salaries and fees, key management personnel participate in the Group's share option programme (see Note 10).
Directors' remuneration and interests
2015 Remuneration Interests Cash-based Share-based payments payments Totals Shares Options GBP GBP GBP No. No. Harvinder Hungin (Chairman) 45,000 - 45,000 1,700,000(1) 750,000(1) Nicholas Spencer (Chief Executive Officer) Salary 251,789 - 251,789 - Superannuation 18,553 - 18,553 - ---------------- ---------------- -------- ------------- ----------- Total 270,342 - 270,342 1,763,569 - ---------------- ---------------- -------- ------------- ----------- Stephen Coe 35,000 - 35,000 237,439 600,000 Stephen Oke 40,000 - 40,000 Nil 600,000 V Sivakumar 30,000 - 30,000 Nil Nil ---------------- ---------------- -------- ------------- ----------- TOTALS 420,342 - 420,342 3,701,008 1,950,000 ================ ================ ======== ============= =========== 2014 Remuneration Interests Cash-based Share-based payments payments Totals Shares Options GBP GBP GBP No. No. Harvinder Hungin (Chairman) 45,000 8,147 53,147 1,700,000(1) 750,000(1) Nicholas Spencer (Chief Executive Officer) - Salary 237,785 - 237,785 - - - Superannuation 14,642 - 14,642 - - ---------------- ---------------- -------- ------------- ------------- Total 252,427 - 252,427 1,763,569 - ---------------- ---------------- -------- ------------- ------------- Stephen Coe 35,000 6,788 41,788 237,439 600,000 Stephen Oke 40,000 6,788 46,788 Nil 600,000 V Sivakumar 25,986 - 25,986 Nil Nil Shiv Khemka 5,000 - 5,000 Nil Nil ---------------- ---------------- -------- ------------- ------------- TOTALS 403,413 21,723 425,136 3,701,008 1,950,000 ==================================== ================ ================ ======== ============= =============
(1.) SG Hambros Trust Company (Channel Islands) Limited hold 1,700,000 Ordinary Shares, as trustee of the Carlyle Settlement, in which Harvinder Hungin and his family have an interest.
Amounts owing to directors at 30 June 2015 were GBP14,275 (2014: 16,098).
GMSI is a related party, as the Company held a 25% equity investment in this entity (see Note 6) as at balance date. There were no amounts outstanding as at 30 June 2015.
SUN Mining is a related party, as Vaidyanathan Sivakumar, a director of SUN Group is a director of the Group.
SUN Group holds 11,666,237 (2014: 11,666,237) shares in the Company. There were no transactions between the Group and SUN and there were no amounts outstanding as at 30 June 2015.
17. Subsequent events
On 8(th) December 2015 the Company announced the commencement of a strategic review together with the mutually agreed termination of the CEO, Nick Spencer's, employment contract. Additionally Stephen Coe, a non-executive director, has given notice of his resignation to take effect from 31(st) December 2015.
Independent auditor's report to the members of Kolar Gold Limited
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