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| Share Price: 1.875 | Bid: 1.75 | Ask: 2.00 | Change: 0.00 (0.00%) | |||||||
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Bullabulling Gold Limited
("BBG" or the "Company")
Annual Results of Subsidiary
The Company today announces the results of its wholly owned subsidiary, GGG Resources plc, for the year ended 31 December 2011.
For further information please contact:
David McArthur Westhouse Securities Limited (UK Nominated
Adviser)
Bullabulling Gold Limited
(Australia) Tom Price / Martin Davison / Jonathan Haines
41 Stirling Highway Tel: + 44 20 7601 6100
Nedlands, WA 6009
Australia
Tel: +61 8 9423 3200
CanaccordGenuity Limited (Broker)
John Prior / Adam Miller
Tel: + 44 20 7523 8350
Neil Boom David Brook
Gresham PR Ltd (UK). Professional Public Relations (Australia
media)
Tel: + 44 7866 805 108
T: +61 8 9388 0944/ +61 433 112 936
E: david.brook@ppr.com.au
CHAIRMAN'S STATEMENT
Dear Shareholders
Following the completion of the UK Scheme of Arrangement on 15 March 2012, GGG Resources plc became a wholly-owned subsidiary of Australian registered Bullabulling Gold Limited.
The shares of Bullabulling Gold Limited are now trading on the Australian Stock
Exchange (ASX) under the symbol "BAB" and as Depository Interests on the AIM
market in London (AIM) under the symbol "BGL".
The merger between Bullabulling Gold Limited and Auzex Resources Limited
("Auzex") has been approved by Auzex's shareholders and the Australian Court.
The Effective Date for the merger was 28 March and on 11 April 2012 new shares
in Bullabulling Gold will be issued to former Auzex shareholders to finally
complete the merger.
Bullabulling Gold will then own 100% of the exciting Bullabulling gold project
and it will be the corporate vehicle to progress the deposit through the
feasibility study and construction periods into production. In the meantime we
look forward to the expansion and increased confidence in the resources at
Bullabulling.
We were pleased to announce that Bullabulling Gold also has a new Perth-based,
Australian Managing Director in Brett Lambert, who will commence his role on 1
May 2012.
It is with pleasure that we present what will be the final standalone audited
accounts for GGG Resources plc. In the future GGG Resources plc's activities
will be accounted for as a subsidiary of Bullabulling Gold Limited.
I would like to take this opportunity to once again thank my fellow Directors
and staff at GGG Resources plc and welcome incoming Directors and management of
Bullabulling Gold Limited. Thanks also to all our advisors who have steered us
successfully through the somewhat complex merger process. But mostly I would
like to thank you, the Shareholders, who have shown confidence and supported
GGG Resources plc and the Board. We are confident that the new team at the
merged Bullabulling Gold Limited will deliver what your sustained support
deserves.
Dr. Peter Ruxton
Chairman
DIRECTORS' REPORT
The directors present their report and the financial statements of the group for the year ended 31 December 2011.
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activity of the Group during the year was the exploration and development of mineral properties at its Bullabulling project in Western Australia.
SHARE CAPITAL
Details of the share capital are given in note 17.
CHARITABLE AND POLITICAL DONATIONS
The Group made no charitable or political donations during the period.
SUPPLIER PAYMENT POLICY
The Group applies a policy of agreeing terms of payment with suppliers as part
of the commercial arrangements and making payments in accordance with these
agreements. The average creditor payment period in the year for the Group was
30 days.
RESULTS AND DIVIDENDS
The trading results for the period and the Group's financial position at the
end of the period are shown in the attached financial statements. The directors
have not recommended a dividend.
THE DIRECTORS AND THEIR INTERESTS
The directors who served the company during the period together with their
beneficial interests, including family holdings, in the shares of the company
were as follows:
Ordinary Shares of £0.02 Ordinary Shares of £0.01
each each
At 31 December 2011 At 31 December 2010
Date Direct Direct Direct
and and
Indirect Indirect
N B Clark 30 Nov 2004 2,138,616 2,138,616 2,105,284
J F A 4 Nov 2004 1,726,799 1,726,799 1,693,466
Malaihollo
P McGroary 26 Oct 2007 3,190,000 4,810,312 4,755,313
C Angeles 03 Sep 2009 294,933 294,933
269,933
PA Ruxton 06 Oct 2009 1,283,668 1,283,668 1,283,668
MJ Short 04 Jun 2010 1,333,333 1,333,333 1,000,000
D McArthur 16 Mar 2011 - - -
In addition to their shareholdings, the directors also hold the following
options:
At 31 December 2011
Options
J F A Malaihollo 1,530,000
N B Clark 700,000
P McGroary 1,240,000
C Angeles 900,000
PA Ruxton 2,175,000
MJ Short 1,450,000
D McArthur 375,000
The share options are exercisable at 7 pence, 8 pence, 10 pence, 32 pence, 38 pence and 40 pence at any time during the 5 year period commencing upon issuance of the options.
EMPLOYEES
All employees receive equal opportunities for training and development. The sole criterion for selection and promotion is the individual's suitability for the position.
POST BALANCE SHEET EVENTS
Details of material post balance sheet events are given in note 24 to the financial statements.
GOING CONCERN
These financial statements have been prepared on a going concern basis which
presumes the realisation of assets and discharge of liabilities in the normal
course of business. The Group has no operating revenues (2010 - nil). The
Group's ability to continue as a going concern is dependent on the Group's
ability to ultimately attain profitable operations.
AUDITORS
Edwards Veeder (Oldham) LLP are deemed to be re-appointed under section 487(2) of the Companies Act 2006.
CORPORATE GOVERNANCE
The Group is committed to a high standard of corporate governance and operates
to clear principles and procedures of control appropriate to a business of its
size. Whilst there is no requirement for AIM companies to comply with the
Combined Code, the Company intends to comply with the main provisions in so far
as they are appropriate to smaller companies. This statement describes how the
Group applies the principles of governance.
Directors
The Board is responsible for approving Company policy and strategy. It meets
regularly throughout the year and there are a number of matters that are
reserved for its decision. Management supply the Directors with appropriate and
timely information and the Directors are free to ask for any further
information they consider necessary. Copies of all press announcements made by
the Company are also circulated to the Board. Directors may take independent
professional advice at the Company's expense and each director has access to
the Company Secretary. The Company Secretary is charged with ensuring that the
Company complies with all relevant regulations.
The Board consists of a Non-Executive Chairman, a Managing Director, a Financial Director, a Technical Director and three Non-Executive Directors.
Supply of information
To enable the Board to function effectively and allow the Directors to discharge their responsibilities, full and timely access is given to all relevant information. The Board receives reports from the Managing Director at its monthly meetings. In addition:
* an annual budget for each operating subsidiary is approved by the Board;
* actual results are monitored monthly.
Reappointment
Any Director appointed during the year is required, in accordance with the Company's Articles of Association, to retire and seek appointment by shareholders at the next Annual General Meeting.
The Remuneration Committee
Full details of the Directors remuneration and the Company's policy on remuneration are contained in the Remuneration Report above.
Communication with shareholders
The Company has made use of the London Stock Exchange PRN service to communicate with shareholders since Admission to AIM. The Annual General Meeting gives shareholders the opportunity to question the Board.
Accountability
The Board of Directors has overall responsibility for the system of internal
financial control which is designed to provide reasonable, but not absolute,
assurance against material misstatement or loss. The key procedure is:
* the Audit Committee, comprising Paul McGroary (Chair), Nigel Clark, Peter
Ruxton and Michael Short, meets with the external auditors annually.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
In so far as the directors are aware:
* there is no relevant audit information of which the group's auditor is
unaware, and
* the directors have taken all steps that they ought to have taken to make
themselves aware of any relevant audit information and to establish that
the auditor is aware of that information.
PRINCIPAL RISKS AND UNCERTAINTIES
The tenements at Bullabulling are at various stages of exploration and
potential investors should understand that mineral exploration and development
are high risk undertakings as there can be no assurance that exploration of the
tenements would result in the discovery of an economically viable ore deposit.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group's activities expose it to financial risks including currency risk and credit risk.
Currency risks
The Group transacts business in three currencies, UK sterling (GBP), Australian
dollar (AUD), and United States dollar (USD). Bank accounts in all three
currencies are used to reduce any risk to exchange rate movements. The bulk of
the Group's cash is held in AUD to manage the Group's exposure to foreign
exchange movements in relation to this currency.
Credit risk
The Group's principal financial assets are bank balances and cash. The credit
risk on liquid funds is limited because the counterparties are banks with high
credit ratings assigned by international credit rating agencies.
Market risk
Market risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market prices. The company holds listed investments which are subject to market price fluctuations. The directors control this risk by monitoring the market price of the investments and reviewing regulatory news announcements relating to investments held.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the financial statements in accordance with applicable law and regulations and for the maintenance and integrity of the corporate and financial information included on the Company's website.
Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and applicable law.
International Accounting Standard 1 requires that financial statements present
fairly for each financial Period the group's financial position, financial
performance and cash flows. This requires faithful representation of the effect
of transactions, other events and conditions in accordance with the definitions
and recognition criteria for assets, liabilities, income and expenses set out
on the International Accounting Standards Board's 'Framework for the
Preparation and Presentation of Financial Statements'. In virtually all
situations, a fair presentation will be achieved by complying with all
applicable IFRSs. In preparing these financial statements, the directors are
also required to:
* select suitable accounting policies and then apply them consistently;
* present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
* provide additional disclosures when compliance with the specific
requirements in IFRSs is insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the
group's financial position and financial performance; and
* prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the group and enable them to ensure that the financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
J Malaihollo
Director
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF GGG RESOURCES PLC
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2011
We have audited the consolidated financial statements of GGG Resources Plc and
its subsidiaries which comprise the Consolidated and Parent Company Statement
of Financial Position as at 31 December 2011, and the Consolidated Statements
of Income and Comprehensive Income, Consolidated Statement of Changes in
Equity, Consolidated and Parent Company Statement of Cash Flows for the year
then ended and the related notes, including 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 and, as regards the Parent Company financial
statements, as applied in accordance with the provisions of the Companies Act
2006 .
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the Statement of Directors' Responsibilities, set
out on pages 13 to 14, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply with the
Auditing Practices Board's (APB's) Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL ACCOUNTS
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are
appropriate to the group's and the parent company's circumstances and have been
consistently applied and adequately disclosed; the reasonableness of accounting
estimates made by the directors; and the overall presentation of the financial
statements. In addition, we read all the financial and non-financial
information in the annual report and accounts to identify material
inconsistencies with the audited financial statements. If we become aware of
any apparent material misstatements or inconsistencies we consider the
implications for our report.
OPINION ON FINANCIAL STATEMENTS
In our opinion:
- the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2011, and of the Group's loss for the year then ended;
- the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
- the Parent Company's financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulations.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion:
- the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and
- the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required 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 of the information and explanations we require for our audit.
Mr Lee Lederberg (Senior Statutory Auditor)
For and on behalf of:
Edwards Veeder (Oldham) LLP
Block E, Brunswick Square
Union Street
Oldham
OL1 1DE
CONSOLIDATED INCOME STATEMENT
Year ended 31 December 2011
Note 1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
CONTINUING OPERATIONS
Administrative expenses (1,800,608) (778,166)
OPERATING LOSS 3 (1,800,608) (778,166)
Gain (loss) on disposal of marketable securities - 8,196
Finance income 453,897 79,118
LOSS BEFORE TAX (1,346,711) (690,852)
Tax 7 (311,642) (10,986)
LOSS FOR THE FINANCIAL PERIOD 6 (1,658,353) (701,838)
ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT (1,658,353) (701,838)
BASIC LOSS PER SHARE 8 (0.010) (0.006)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 December 2011
Note 1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
Loss for the year (1,658,353) (701,838)
OTHER COMPREHENSIVE INCOME FOR THE YEAR RECOGNISED
DIRECTLY IN EQUITY
Foreign currency translation differences - foreign (212,358) 31,002
operations
Change in fair value of available-for-sale (1,789,259) 2,089,138
financial assets
TOTAL COMPREHENSIVE INCOME(LOSS) FOR THE YEAR (3,659,970)
1,418,302
ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT (3,659,970)
1,418,302
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 December 2011
Note 2011 2010
£ £
NON-CURRENT ASSETS
Intangible assets 9 7,416,853 2,011,385
Property, plant and equipment 10 1,165 -
Investment in available for 13 1,622,654 3,080,396
sale asset
9,040,672 5,091,781
CURRENT ASSETS
Other receivables 14 872,049 467,714
Cash and cash equivalents 7,522,947 10,784,896
8,394,996 11,252,610
TOTAL ASSETS 17,435,668 16,344,391
EQUITY
Share capital 17 3,325,606 2,908,472
Share premium account 18 20,240,606 15,944,385
Warrant reserve 18 46,892 52,585
Share option reserve 18 345,799 345,799
Translation reserve 18 541,978 754,336
Available for sale asset 18 299,879 2,089,138
reserve
Retained losses 18 (7,970,942) (6,318,282)
EQUITY ATTRIBUTABLE TO EQUITY 16,829,818 15,776,433
HOLDERS OF THE PARENT
TOTAL EQUITY 16,829,818 15,776,433
CURRENT LIABILITIES
Other payables 15 605,850 567,958
TOTAL EQUITY AND LIABILITIES 17,435,668 16,344,391
These financial statements were approved by the Board of Directors and authorised for issue on 30 March 2012.
Signed on behalf of the Board of Directors
J Malaihollo
Director
Company Number:
05277251
COMPANY STATEMENT OF FINANCIAL POSITION
31 December 2011
Note 2011 2010
£ £
NON-CURRENT ASSETS
Investments in subsidiaries 11 333,737 333,737
Other intangible assets 9 7,416,853 2,011,385
Investment in available for 13 1,622,654 3,080,396
sale asset
Other receivables 14 73,212 -
9,446,456 5,425,518
CURRENT ASSETS
Other receivables 14 3,159,150 2,502,050
Cash and cash equivalents 5,184,052 8,194,954
8,343,202 10,697,004
TOTAL ASSETS 17,789,658 16,122,522
EQUITY
Share capital 17 3,325,606 2,908,472
Share premium account 18 20,240,606 15,944,385
Warrant reserve 18 46,892 52,585
Share option reserve 18 345,799 345,799
Available for sale asset 18 299,879 2,089,138
reserve
Retained losses 18 (7,009,989) (5,738,500)
TOTAL EQUITY 17,248,793 15,601,879
CURRENT LIABILITIES
Other payables 15 540,865 520,643
TOTAL EQUITY AND LIABILITIES 17,789,658 16,122,522
These financial statements were approved by the Board of Directors and authorised for issue on 30 March 2012.
Signed on behalf of the Board of Directors
J Malaihollo
Director
STATEMENT OF CHANGES IN EQUITY
Year ended 31 December 2011
1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
GROUP
Opening balance 15,776,433 5,334,039
Loss for financial period (1,658,353) (701,838)
New equity share capital subscribed 417,134
1,074,800
Premium on new equity share capital subscribed 4,296,221
7,731,265
Value attributed to warrants granted -
52,585
Value attributed to share options granted -
165,442
Available for sale asset reserve (1,789,259) 2,089,138
Translation reserve (212,358) 31,002
Closing balance (16,829,818) 15,776,433
COMPANY 1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
Opening balance 15,601,879 4,726,659
Loss for financial period (1,277,182) (238,010)
New equity share capital subscribed 417,134
1,074,800
Premium on new equity share capital subscribed 4,296,221
7,731,265
Value attributed to warrants granted -
52,585
Value attributed to share options granted -
165,442
Available for sale asset reserve (1,789,259) 2,089,138
Closing balance 17,248,793 15,601,879
CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 December 2011
1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
Loss for the period (1,658,353) (701,838)
Depreciation 20 -
Profit on disposal of marketable securities - (8,196)
Stock option expense - 218,027
Tax expense 311,642 10,986
Finance income (453,897) (79,118)
Change in receivables and other current assets - (404,335) 1,828,864
(Increase) / Decrease
Change in payables - Increase / (Decrease) 37,892 (157,023)
(2,167,031) 1,111,702
Effect of foreign exchange translation (217,263) (525,236)
Tax expense (311,642) (10,986)
NET CASH USED IN OPERATING ACTIVITIES (2,695,936) 575,480
INVESTING ACTIVITIES
Proceeds on disposal of marketable securities - 8,196
Acquisitions of other intangible assets (5,405,468)
(2,011,385)
Acquisitions of property, plant and equipment (1,185) -
Investment in available for sale asset (331,517) (429,460)
Interest received 453,897 79,118
NET CASH USED IN INVESTING ACTIVITIES (5,284,273) (2,353,531)
FINANCING ACTIVITIES
Issue of equity share capital 417,134 934,350
Share premium on issue of equity share capital 4,730,801 7,690,650
Share issue costs (434,580) (380,733)
NET CASH FROM FINANCING ACTIVITIES 4,713,355
8,244,267
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (3,266,854) 6,466,216
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,784,896 3,762,442
Effect of exchange rate on cash held 4,905
556,238
CASH AND CASH EQUIVALENTS AT END OF PERIOD 7,522,947 10,784,896
COMPANY CASH FLOW STATEMENT
Year ended 31 December 2011
1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
Loss for the period (1,277,182) (238,010)
Profit on disposal of marketable securities - (8,196)
Stock option expense - 218,027
Finance income (447,815) (42,777)
Change in receivables and other current assets - (730,312) 1,440,086
(Increase) / Decrease
Change in payables - Increase / (Decrease) 20,222 473,892
(2,435,087) 1,843,022
Effect of foreign exchange translation (4,905)
(556,238)
NET CASH USED IN OPERATING ACTIVITIES (2,439,992) 1,286,784
INVESTING ACTIVITIES
Proceeds on disposal of marketable securities - 8,196
Acquisitions of other intangible assets (5,405,468)
(2,011,385)
Acquisitions of investment in subsidiaries - (1)
Investment in available for sale asset (331,517) (429,460)
Interest received 447,815 42,777
NET CASH USED IN INVESTING ACTIVITIES (5,289,170) (2,389,873)
FINANCING ACTIVITIES
Issue of equity share capital 417,134 934,350
Share premium on issue of equity share capital 4,730,801 7,690,650
Share issue costs (434,580) (380,733)
NET CASH FROM FINANCING ACTIVITIES 4,713,355
8,244,267
NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (3,015,807) 7,141,178
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,194,954 497,538
Effect of exchange rate on cash held 4,905
556,238
CASH AND CASH EQUIVALENTS AT END OF PERIOD 5,184,052 8,194,954
NOTES TO THE FINANCIAL STATEMENTS
Year ended 31 December 2011
1. BASIS OF PREPARATION AND ACCOUNTING POLICIES
General information
GGG Resources plc is a Company incorporated and domiciled in England and Wales.
The address of the registered office is given on page 1. The nature of the
Group's operations and its principal activities are set out in the Directors'
report on page 13.
These financial statements are presented in pounds sterling because that is the
currency of the parent Company of the Group. Foreign operations are included in
accordance with the policies set out in this note.
a) Basis of preparation
GGG Resources plc was incorporated on 3 November 2004.
These financial statements have been prepared on a going concern basis which
presumes the realisation of assets and discharge of liabilities in the normal
course of business. The Group has no operating revenues (2009 - nil). The
Group's ability to continue as a going concern is dependent on the Group's
ability to ultimately attain profitable operations.
The financial statements have been prepared in accordance with International
Financial Reporting Standards as adopted by the European Union and as applied
in accordance with the provisions of the Companies Act 2006. The principal
accounting policies adopted are set out below. These consolidated financial
statements have been prepared on the historical cost basis, except for the
following material item:
Available for sale assets are measured at fair value.
b) Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company has the power to govern the financial and
operating policies of an investee entity so as to obtain benefits from its
activities.
Minority interests in the net assets of consolidated subsidiaries are
identified separately from the Group's equity therein. Minority interests
consist of the amount of those interests at the date of the original business
combination (see below) and the minority's share of changes in equity since the
date of the combination. Losses applicable to the minority in excess of the
minority's interest in the subsidiary's equity are allocated against the
interests of the Group except to the extent that the minority has a binding
obligation and is able to make an additional investment to cover the losses.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
c) Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The
cost of the acquisition is measured at the aggregate of the fair values, at the
date of exchange, of assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the acquiree, plus
any costs directly attributable to the business combination. The acquiree's
identifiable assets, liabilities and contingent liabilities that meet the
conditions for recognition under IFRS 3 "Business Combination" are recognised
at their fair value at the acquisition date, except for non-current assets (or
disposal Groups) that are classified as held for resale in accordance with IFRS
5 "Non-Current Assets held for Sale and Discontinued Operations" which are not
recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially
measured at cost, being the excess of the cost of the business combination over
the Group's interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities recognised. If, after reassessment, the
Group's interest in the net fair value of the acquiree's identifiable assets,
liabilities and contingent liabilities exceeds the cost of the business
combination, the excess is recognised immediately in profit or loss.
The interest of minority shareholders in the acquiree is initially measured at
the minority's proportion of the net fair value of the assets, liabilities and
contingent liabilities recognised.
d) Goodwill
Goodwill arising on consolidation represents the excess of the cost of
acquisition over the Group's interest in the fair value of the identifiable
assets and liabilities of a subsidiary, at the date of acquisition. Goodwill is
initially recognised as an asset at cost and is subsequently measured at cost
less any accumulated impairment losses. Goodwill which is recognised as an
asset is reviewed for impairment at least annually. Any impairment is
recognised immediately in profit or loss and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the
Group's cash-generating units expected to benefit from the synergies of the
combination. Cash-generating units to which goodwill has been allocated are
tested for impairment annually, or more frequently when there is an indication
that the unit may be impaired. If the recoverable amount of the cash-generating
unit is less than the carrying amount of the unit, the impairment loss is
allocated first to reduce the carrying amount of any goodwill allocated to the
unit and then to the other assets of the unit pro-rata on the basis of the
carrying amount of each asset in the unit. An impairment loss recognised for
goodwill is not reversed in a subsequent period.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
e) Other intangible assets
Exploration and evaluation expenditure comprises costs which are directly attributable to the acquisition of exploration licenses and subsequent exploration expenditures.
Exploration and evaluation expenditure is carried forward as an asset provided that one of the following conditions is met:
i. Such costs are expected to be recouped in full through successful
development and exploration of the area of interest or alternatively, by
its sale;
ii. Exploration and evaluation activities in the area of interest have not yet
reached a stage which permits a reasonable assessment of the existence of
economically recoverable reserves and active and significant operations in
relation to the area are continuing, or planned for the future.
Identifiable exploration and evaluation assets acquired are recognised as
assets at their cost of acquisition. An impairment review is performed when
facts and circumstances suggest that the carrying amount of the assets may
exceed their recoverable amounts. Exploration assets are reassessed on a
regular basis and these costs are carried forward provided that at least one of
the conditions outlined is met. Exploration rights are amortised over the
useful economic life of the mine to which it relates, commencing when the asset
is available for use.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
f) Property, plant and equipment
Property, plant and equipment is stated at cost less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation is charged so as to write off the cost, less estimated residual
value on assets other than land, over their estimated useful lives, using the
reducing balance method, on the following bases:
Fixtures and equipment 20-30%
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in income.
g) Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its
tangible and intangible assets to determine whether there is any indication
that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where the asset does not generate
cash flows that are independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to the 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
which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to
be less than its carrying amount, the carrying amount of the asset
(cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised as an expense immediately, unless the relevant asset is carried
at a re-valued amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the
asset (cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss been
recognised for the asset (cash-generating unit) in prior years. A reversal of
an impairment loss is recognised as income immediately, unless the relevant
asset is carried at a re-valued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
h) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable losses for the period. Taxable
loss differs from net loss as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary differences arise from the initial recognition of goodwill or
from the initial recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the tax profit nor
the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised. Deferred tax is
charged or credited in the income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and liabilities on a net
basis.
i) Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Trade receivables
Trade receivables are measured at initial recognition at fair value, and are
subsequently measured at amortised cost using the effective interest rate
method. Appropriate allowances for estimated irrecoverable amounts are
recognised in the income statement when there is objective evidence that the
asset is impaired. The allowance recognised is measured as the difference
between the asset's carrying amount and the present value of estimated future
cash flows discounted at the effective interest rate computed at initial
recognition.
Cash and cash equivalents
Cash and cash equivalents comprises cash in hand and demand deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument is
any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities.
Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
j) Available for sale financial assets
Available for sale financial assets are those non-derivative financial assets,
principally equity securities that are designated as available for sale. After
initial recognition, available for sale securities are measured at fair value
with gains and losses being recognised in other comprehensive income and as a
separate component of equity until the investment is derecognised or until the
investment is determined to be impaired, at which time the cumulative gain or
loss previously reported in equity is recognised in profit or loss.
The fair value of investments that are actively traded in organised financial
markets are determined by reference to quoted market bid prices at the close of
business on the balance sheet date. For investments with no active market, fair
values are determined using valuation techniques.
k) Foreign currencies
The individual financial statements of each Group Company are presented in the
currency of the primary economic environment in which it operates (its
functional currency). For the purpose of the consolidated financial statements,
the results and financial position of each Group Company are expressed in
pounds sterling, which is the functional currency of the Company, and the
presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the rates prevailing
on the balance sheet date. Non-monetary items carried at fair value that are
denominated in foreign currencies are retranslated at the rates prevailing on
the date when the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not translated.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in profit or loss for the period.
Exchange differences arising on the retranslation of non-monetary items carried
at fair value are included in the profit and loss account for the period except
for differences arising on the retranslation of non-monetary items in respect
of which gains and losses are recognised directly in equity. For such
non-monetary items, any exchange component of that gain or loss is also
recognised directly in equity.
For the purpose of presenting consolidated financial statements, the assets and
liabilities of the Group's foreign operations are translated at exchange rates
prevailing on the balance sheet date. Income and expense items are translated
at the average exchange rates for the period, unless exchange rates fluctuated
significantly during that period, in which case the exchange rates at the dates
of the transactions are used. Exchange differences arising, if any, are
classified as equity and transferred to the Group's translation reserve. Such
translation differences are recognised in the income statement in the period in
which the foreign operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
l) Critical accounting judgements
In the process of applying the Group's accounting policies, which are described above, the Directors have made the following judgements that have the most significant effect on the amounts recognised in the financial information.
Valuation of share options issued and ordinary shares issued as consideration (note 17).
m) Joint venture arrangement
The Company is a party to a joint venture in BBG Management Pty Ltd in relation
to the Bullabulling Project on a 50% basis with Auzex Resources Limited. The
consolidated financial statements include therefore 50% of the assets and
expenses that the Group incurred for its share of the joint operation.
2. BUSINESS AND GEOGRAPHICAL SEGMENTS
For management purposes, the Group has one business segment - mining and
exploration.
3. OPERATING LOSS
1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
Operating loss is stated after charging/
(crediting)
Auditor's remuneration - as auditors 92,539 29,335
Profit on disposal of marketable securities - (8,196)
Stock option expense - 218,027
Foreign exchange gain (254,844) (617,725)
Depreciation of tangible assets 20 -
The analysis of auditors' remuneration is as
follows:
Fees payable to the Company's auditor for the 41,800 23,000
audit of Company's accounts
Fees payable to the Company's auditor for taxation 1,770 1,668
services
Fees payable to the Company's auditor for interim 7,980 3,231
accounts review
Fees payable to the Company's auditor for short 7,020 -
form report
Fees payable to the Company's auditor for other 360 -
services
Fees payable to Subsidiary's auditor for audit of 6,439 1,436
subsidiary accounts
Fees payable to Subsidiary's auditor for tax and 27,170 -
other consultancy
Total audit fees 92,539 29,335
4. STAFF COSTS
Staff costs of the Group and Company were:
Group 1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
Wages and salaries 207,921 168,229
Social Security Costs 22,894 11,576
Share based payments - 158,678
Pension contributions 6,867 -
237,682 338,483
Average number of employees 2 3
Company 1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
Wages and salaries 130,000 95,000
Social Security Costs 16,826 11,429
Share based payments - 158,678
146,826 265,107
Average number of employees 1 1
5. DIRECTORS' EMOLUMENTS
During 2011, emoluments paid to directors amounted to £492,260 (2010 - £
240,300), of which £130,000 was paid to the highest paid director (2010 - £
95,000). In addition, pension contributions made during the year amounted to £
6,867 (2010 - nil).
6. LOSS ATTRIBUTABLE TO MEMBERS OF THE PARENT COMPANY
The loss dealt with in the financial statements of the parent Company was £
1,277,182 (2010 - £238,010).
7. TAX
1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
Current tax - -
Deferred tax - -
Foreign withholding tax 311,642 10,986
Tax expense for the year 311,642 10,986
Until it is probable that sufficient taxable profits will be available to allow
all or partial recovery of deferred tax assets of £2,169,336 (2010 - £
1,815,796), the accounting benefit of tax losses will not be reflected in the
accounts.
The charge for the year can be reconciled to the loss per the income statement
as follows:
1 Jan to 1 Jan to
31 Dec 31 Dec
2011 2010
£ £
Loss for the year (1,346,711) (690,852)
Tax at the UK corporation tax rate of 26% (2010 - 28%) (350,145) (193,438)
Effect of tax rules in foreign jurisdictions 311,642 10,986
Non-deductible expenses 3,276 1,924
Effect of change in tax rate (6,671) -
Current year losses for which no deferred tax asset 353,540 191,514
recognised
Tax expense for the year 311,642 10,986
8. LOSS PER SHARE
a) Basic loss per share
Basic loss per share is calculated by dividing the profit for the year by the weighted average number of shares in issue during the year. The weighted average number of shares used is 159,946,726 (2010 - 108,246,657).
b) Diluted loss per share
International Accounting Standard 33 requires presentation of diluted earnings
per share when a Company could be called upon to issues shares that would
decrease the net profit or increase the net loss per share. For a loss making
Company with outstanding options, net loss per share would only be increased by
the exercise of out-of-money options. Since it seems inappropriate to assume
that option holders would exercise out-of-money options, no adjustment has been
made to diluted loss per share for out-of-money share options.
c) Headline loss per share
The Group presents an alternative measure of loss per share after excluding all
capital gains and losses from the loss attributable to ordinary shareholders.
The impact of this is as follows:
2011 2010
Basic
Loss per share (0.010) (0.006)
Adjusted loss per share (0.010) (0.006)
In December 2010, the equity share capital of the company was consolidated on a 1:2 basis.
9. INTANGIBLE FIXED ASSETS
For the year ended 31 December 2011
Group and Company Deferred
Exploration
Costs
£
Cost and carrying amount
At 1 January 2011 2,011,385
Additions 5,405,468
Disposals -
Impairment charge for the year -
Effect of foreign exchange translation -
At 31 December 2011 7,416,853
For the year ended 31 December 2010 Deferred
Group and Company Exploration
Costs
£
Cost and carrying amount
At 1 January 2010 -
Additions 2,011,385
Disposals -
Impairment charge for the year -
Effect of foreign exchange translation -
At 31 December 2010 2,011,385
10. PROPERTY, PLANT AND EQUIPMENT
For the year ended 31 December 2011
Group Plant and
equipment
£
Cost
At 1 January 2011 -
Additions 1,185
Disposals -
Effect of foreign exchange translation -
At 31 December 2011 1,185
Accumulated depreciation
At 1 January 2011 -
Charge for the year 20
Effect of foreign exchange translation -
At 31 December 2011 20
Carrying amount
At 31 December 2010 -
At 31 December 2011 1,165
11. INVESTMENT IN SUBSIDIARIES
For the year ended 31 December 2011
Company Year ended Year ended
31 Dec 31 Dec
2011 2010
£ £
Cost and carrying amount
Opening balance 333,737 333,736
Additions - 1
Disposals - -
Closing balance 333,737 333,737
Net book value
Closing balance 333,737 333,737
The investments represent the whole of the share capital of:
(i) Nexon Asia Group Limited is registered in the British Virgin Islands. At 31
December 2011 it had capital and reserves of £1,072,625 (2010 - £1,081,174) and
for 2011 made a loss of nil (2010 - £980).
(ii) Central China Minerals Limited is registered in the British Virgin Islands. At 31 December 2011 it had capital and reserves of £1 (2010 - £1) and for 2011 made a loss of nil (2010 - nil).
(iii) CCG Copper Limited (BVI) is registered in the British Virgin Islands. At 31 December 2011 it had capital and reserves of (£1,909,661) (2010 - (£ 1,520,195)) and for 2011 made a loss of £250,891 (2010 - £461,509).
(iv) GGG Mining Limited, formerly CCG Xinjiang Limited (BVI) is registered in
the British Virgin Islands. At 31 December 2011 it had capital and reserves of
(£2,342) (2010 - (£2,358)) and for 2011 made a loss of nil (2010 - £1,405).
(v) CCG Korea Limited is registered in the British Virgin Islands. At 31 December 2011 it had capital and reserves of (£1,694) (2010 - (£1,706)) and for 2011 made a loss of nil (2010 - nil).
(vi) United Kingdom Central China Goldfields plc Beijing Representative Office
(CCG Beijing) is registered in the People's Republic of China and is treated as
an office of Central China Goldfields plc and not as a separate subsidiary.
(vii) Chengdu Zhongcheng Mining Technology Development Company Limited was
registered in the People's Republic of China. Permission to cancel its
registration was granted on 23 May 2011. The remaining assets of the company
were transferred to CCG Copper Limited on 22 July 2011. The loss for the period
to that date was nil (2010 - £704,000).
(viii) GGG Australia Pty Ltd, wholly-owned by GGG Resources plc, is registered
in Western Australia. At 31 December 2011 is had capital and reserves of (£
133,788) (2010 - (£169)) and for 2011 made a loss of £130,651 (2010 - £160).
(ix) Central China Goldfields Limited is a dormant company registered in England and Wales, with capital and reserves of £1.
12. JOINT VENTURE
During the year ended 31 December 2011, the Company invested on a 50% joint
venture basis together with Auzex Resources Limited in BBG Management Pty Ltd.
The joint venture is registered in Australia. At 31 December 2011 the company
had no liabilities and an asset of cash amounting to AU$2,490,000 (£1,639,776)
and the 50% interest, being AU$1,245,000 (£819,888), was consolidated into
these accounts.
13. AVAILABLE FOR SALE FINANCIAL ASSETS
For the year ended 31 December 2011
Listed investment
Group and Company Year ended Year ended
31 Dec 31 Dec
2011 2010
£ £
Cost and carrying amount
Opening balance 3,080,396 -
Additions 331,517 991,258
Disposals - -
Fair value adjustment (1,789,259) 2,089,138
Effect of foreign exchange translation - -
Closing balance 1,622,654 3,080,396
Net book value
Closing balance 1,622,654 3,080,396
The investment represents 7.31% interest in Auzex Resources Limited, a company listed on the Australian Securities Exchange.
14. OTHER RECEIVABLES
Group Group Company Company
2011 2010 2011 2010
£ £ £ £
Receivables due from Group - - 1,803,129 2,062,525
undertakings
Loan to Joint Venture - - 819,888 -
Bullabulling environmental bond 395,127 398,327 395,127 398,327
Prepayments and other 476,922 69,387 214,218 41,198
receivables
872,049 467,714 3,232,362 2,502,050
Analysis
Group Group Company Company
2011 2010 2011 2010
£ £ £ £
Non-current 108,137 - 73,212 -
Current 763,912 467,714 3,159,150 2,502,050
872,049 467,714 3,232,362 2,502,050
15. OTHER PAYABLES
Group Group Company Company
2011 2010 2011 2010
£ £ £ £
Trade payables 64,332 101,294 15,532 53,979
Non-trade payables and accrued 541,518 466,664 525,333 466,664
expenses
605,850 567,958 540,865 520,643
16. RELATED PARTY TRANSACTIONS
During 2011, the Group incurred fees of £61,690 (2010 - nil) for services rendered by Broadway Management, in which D McArthur is a director.
During 2011, the Group incurred fees of £18,030 (2010 - nil) for services rendered by St Vedast, in which P McGroary is a director, and £39,500 (2010 - £ 15,750) for directors fees for Mr McGroary.
During 2011, the Group incurred fees of £80,358 (2010 - nil) for directors fees
of NB Clark. This was paid to OGM Investments Limited in which Mr Clark is
a
director.
17. SHARE CAPITAL
2011 2010
No. £ No. £
Called up, allotted and fully
paid
Ordinary shares of £0.02 each 166,280,298 3,325,606 145,423,590 2,908,472
Equity Share Capital Consolidation
In December 2010, the equity share capital of the company was consolidated on a 1:2 basis.
Issue of shares
i. In May 2011, 20,322,500 2p ordinary shares were placed on the ASX at
AU$0.40 each;
ii. In November 2011, 534,208 2p ordinary shares were placed on AIM at £0.126
each;
Share Warrants
The group has 4,400,000 share purchase warrants outstanding at a weighted average exercise price of 12.6 pence, which are listed below:
(i) 4,400,000 share purchase warrants exercisable at a price of 12.6 pence per share and expiring on 19 January 2012.
During 2011, 534,208 share purchase warrants were exercised at a price of 12.6 pence.
Share Options
At 31 December 2011, the total number of options outstanding and exercisable was 11,980,000 (2010 - 11,980,000) and were exercisable as follows:
i. 200,000 share options exercisable at 38p per share on or before 23 February
2012;
ii. 3,075,000 share options exercisable at 32p per share on or before 23
February 2012;
iii. 500,000 share options exercisable at 7p per share on or before 6 October
2014;
iv. 3,425,000 share options exercisable at 8p per share on or before 23 April
2015;
v. 1,150,000 share options exercisable at 10p per share on or before 30 June
2015;
vi. 3,630,000 share options exercisable at 40p per share on or before 23
November 2015.
During the year ended 31 December 2011, the Company issued no share options (2010 - 16,410,000) and no share options lapsed (2010 - 1,850,000).
18. RESERVES
For the year ended 31 December 2011
Group Warrant Share Share Available Retained Translation
reserve option premium for sale losses reserve
£ reserve account asset £ £
£ £ reserve
£
At 1 January 2011 52,585 345,799 15,944,385 2,089,138 (6,318,282) 754,336
Loss for the year - - - - (1,658,353) -
Premium arising on - - 4,730,801 - - -
issue of equity
shares
Grant of share - - - - - -
options/warrants
Movement during the - - - (1,789,259) - (212,358)
year
Cost of lapsed (5,693) - - - 5,693 -
warrants / options
Issue costs - - (434,580) - - -
At 31 December 2011 46,892 345,799 20,240,606 299,879 (7,970,942) 541,978
For the year ended 31 December 2010
Group Warrant Share Share Available Retained Translation
reserve option premium for sale losses reserve
£ reserve account asset £ £
£ £ reserve
£
At 1 January 2010 492,329 267,418 8,213,120 - (6,195,834) 723,334
Loss for the year - - - - (701,838) -
Premium arising on - - 8,111,998 - - -
issue of equity
shares
Grant of share 52,858 165,442 - - -
-
options/warrants
Movement during the - - - 2,089,138 - 31,002
year
Cost of lapsed (492,329) (87,061) - - 579,390 -
warrants / options
Issue costs - - (380,733) - - -
At 31 December 2010 52,585 345,799 15,944,385 2,089,138 (6,318,282) 754,336
For the year ended 31 December 2011
Company Warrant Share Share Available Retained
reserve option premium for sale losses
£ reserve account asset £
£ £ reserve
£
At 1 January 2011 52,585 345,799 15,944,385 2,089,138 (5,738,500)
Loss for the year - - - - (1,277,182)
Premium arising on issue of - - 4,730,801 - -
equity shares
Grant of share options/warrants - - - - -
Movement during the year - - - (1,789,259) -
Cost of lapsed warrants / (5,693) - - - 5,693
options
Issue costs - - (434,580) - -
At 31 December 2011 46,892 345,799 20,240,606 299,879 (7,009,989)
For the year ended 31 December 2010
Company Warrant Share Share Available Retained
reserve option remium for sale losses
£ reserve account asset £
£ £ reserve
£
At 1 January 2010 492,329 267,418 8,213,120 - (6,079,880)
Loss for the year - - - - (238,010)
Premium arising on issue of - - 8,111,998 - -
equity shares
Grant of share options/ 52,585 165,442 - - -
warrants
Movement during the year - - - 2,089,138 -
Cost of lapsed warrants / (492,329) (87,061) - - 579,390
options
Issue costs - - (380,733) -
At 31 December 2010 52,585 345,799 15,944,385 2,089,138 (5,738,500)
Warrant reserve
Warrants Warrant
in issue reserve
£
Group and Company
At 31 December 2011 4,400,000 46,892
Group and Company
At 31 December 2010 4,934,208 52,585
Stock Option Reserve
Stock Stock
options option
in issue reserve
in issue £
Group and Company
At 31 December 2011 11,980,000 345,799
Group and Company
At 31 December 2010 11,980,000 345,799
19. CAPITAL COMMITMENTS
At the year end the group had capital commitments relating to the joint venture agreement of £ 2,186,368 (AUD$ 3,320,000) (2010 - £ 2,058,023 (AUD$ 3,100,000))
20. LEASE COMMITMENTS
At the year end the group had non-cancellable operating leases which expire:
2011 2010
£ £
Within 1 year 7,889 -
21. SHARE BASED PAYMENTS
Equity-settled share option scheme
The Company has a share option scheme for all employees of the Group. Options
are exercisable at a price equal to the average quoted market price of the
Company's shares on the date of grant. If the options remain unexercised after
a period of five years from the date of grant the options expire.
Details of the share options outstanding during the year are as follows:
Number of 2011 Number of 2010
share share
options Weighted options Weighted
average average
exercise exercise
price price
(£) (£)
Outstanding at beginning of period 11,980,000 24.5p 9,400,000 12.9p
Granted during the period - 16,410,000 20.0p
Forfeited during the period - -
Exercise during the period - -
Expired during the period - (1,850,000)
Reflecting 1:2 equity share capital - (11,980,000)
consolidation
Outstanding at the end of the 11,980,000 24.5p 11,980,000 24.5p
period
Exercisable at the end of the 11,980,000 11,980,000
period
The options outstanding at 31 December 2011 had a weighted average exercise price of 24.5p (2010 - 24.5p), and a weighted average remaining contractual life of 2.64 years (2010 - 3.35 years). The aggregate of the estimated fair values of the outstanding options is £2,935,100. (2010 - £2,936,000).
In 2011, the Group recognised total expenses of £nil (2010 - £165,442) relating to equity-settled share-based payment transactions.
22. FINANCIAL INSTRUMENTS
Group and Company
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able
to continue as going concerns while maximising the return to stakeholders
through the optimisation of the debt and equity balance. The capital structure
of the Group consists of cash and cash equivalents and equity attributable to
equity holders of the parent, comprising issued capital, reserves and retained
earnings as disclosed in note 16 and 17.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including
the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each class of financial
asset, financial liability and equity instrument are disclosed in note 1 to the
financial statements.
Categories of financial instruments
Group Company
Carrying value Carrying value
2011 2010 2011 2010
£ £ £ £
Financial assets
Loans and receivables 7,964,944 10,854,283 5,398,270 8,238,168
(including cash and cash equivalents)
Financial liabilities
Payables 605,850 567,958 540,865 520,643
Financial risk management objectives
The Group's financial function provides services to the business, monitors and
manages the financial risks relating to the operations of the Group. These
risks include market risk (including currency risk, fair value interest rate
risk and price risk), credit risk, liquidity risk and cash flow interest rate
risk.
The Group does not enter into or trade financial instruments, including derivative financial instruments, for any purpose.
Market risk
The Group's activities expose it primarily to the financial risks of changes in
foreign currency exchange rates. There has been no change to the Group's
exposure to market risks or to the manner in which it measures and manages the
risk.
Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
Assets
2011 2010
£ £
Cash denominated in foreign currency 6,675,442 10,397,771
Foreign currency sensitivity analysis
The Group is exposed to the currency of the United States dollar (USD) and the Australian dollar (AUD) and in 2010 also of the People's Republic of China (RMB).
The following table details the Group's sensitivity to a 20% increase and
decrease in the Sterling against each foreign currency. 20% is the sensitivity
rate used when reporting foreign currency risk internally to key management
personnel and represents management's assessment of the reasonably possible
change in foreign exchange rates. The sensitivity analysis includes only
outstanding foreign currency denominated monetary items and adjusts their
translation at the period end for a 20% change in foreign currency rates. A
negative number below indicates a decrease in profit where the Sterling
strengthens 20% against the relevant currency. For a 20% weakening of the
Sterling against the relevant currency, there would be an equal and opposite
impact on the profit and the balances below would be positive.
Currency impact
2011 2010
£ £
Effect of a 20% change in RMB - (427,466)
Effect of a 20% change in USD (236,454) -
Effect of a 20% change in AUD (1,083,620) (1,297,423)
(1,320,074) (1,724,889)
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which has built an appropriate liquidity risk management framework
for the management of the Group's short term funding and liquidity management
requirements. The Group manages liquidity risk by maintaining adequate
reserves, by continuously monitoring forecast and actual cash flows and
matching the maturity profiles of financial assets and liabilities.
Liquidity and interest risk tables
The following table details the Group's remaining contractual maturity for its
non-derivative financial liabilities. The tables have been drawn up based on
the undiscounted cash flows of financial liabilities based on the earliest date
on which the Group can be required to pay. The table includes the principal
cash flows. All amounts are repayable within 1 year.
Group Company
2011 2010 2011 2010
£ £ £ £
Non-interest bearing 605,850 567,958 540,865 520,643
The Group and Company has no financial
derivatives.
23. SUBSIDIARIES
Details of the Company's subsidiaries at 31 December 2011 were as follows:
Name of subsidiary Place of Proportion Proportion Principal activity
incorporation of of voting
(or ownership power held
registration) interest %
and operation %
Nexon Asia Group Ltd BVI 100% 100% Holding Company
CCG Copper Ltd BVI 100% 100% Holding Company
Central China Minerals Ltd BVI 100% 100% Holding Company
GGG Mining Ltd, previously BVI 100% 100% Holding Company
CCG Xinjiang Ltd(i)
CCG Korea Ltd BVI 100% 100% Holding Company
Central China Goldfields UK 100% 100% Dormant Company
Limited
CCG Beijing(ii) PRC 100% 100% Representative
Office
GGG Australia Pty Ltd AUS 100% 100% Local Operating
Company
(i) CCG Xinjiang Ltd changed its name to GGG Mining Limited during the year ended 31 December 2009.
(ii)United Kingdom Central China Goldfields plc Beijing Representative Office is a representative office of the Company and not a subsidiary in the Group.
24. POST BALANCE SHEET EVENTS
On 9 January 2012 the shareholders of GGG Resources plc ("GGG") approved the UK
Scheme of Arrangement whereby Bullabulling Gold Limited ("BBG") acquired GGG
for which the consideration is one BBG share for every GGG share. On 15 March
2012 the Court approved the UK Scheme and GGG was delisted on that day from
both AIM and ASX and became the wholly owned subsidiary of BBG. On 16 March
2012 BBG was listed on AIM and on 23 March its shares were admitted for trading
on ASX.
On 27 March the Australian Court approved the Australian Scheme of Arrangement for BBG to acquire the share capital of Auzex Resources Ltd on the basis of 0.909 shares of BBG for every 1 share of Auzex.
In January 2012, 4.4 million shares were issued upon the exercise of warrants at 12.6 pence each.
GGG RESOURCES PLC Company Number: 05277251
4
| Date | Source | Headline | Category |
|---|---|---|---|
| 04-Jun-13 08:30 | PRN | Director/PDMR Shareholding | Directors' Dealings |
| 31-May-13 09:17 | PRN | Results of Annual General Meeting | Results and Trading Reports |
| 17-May-13 10:05 | PRN | Holding(s) in Company | Holding(s) in Company |
| 15-May-13 09:16 | RNS | Bullabulling Gold Presentation | Company Announcement - General |
| 14-May-13 07:00 | RNS | INITIAL DFS PIT OPTIMISATION | Results and Trading Reports |
| 13-May-13 07:00 | PRN | Drilling Upgrades Bullabulling Resource | Results and Trading Reports |
| 30-Apr-13 09:28 | RNS | DESPATCH OF 2012 ANNUAL REPORT AND NOTICE OF AGM | Results and Trading Reports |
| 29-Apr-13 07:02 | RNS | QUARTERLY ACTIVITY REPORT | Results and Trading Reports |
| 24-Apr-13 12:55 | PRN | Holding(s) in Company | Holding(s) in Company |
| 24-Apr-13 07:00 | RNS | ALLOCATION OF CDI's & UPDATED TOP 20 SHAREHOLDERS | Holding(s) in Company |
| 24-Apr-13 07:00 | PRN | Change of Director's Interest Notice | Directors' Dealings |
| 23-Apr-13 07:45 | RNS | Dispatch of Security Holding Statements | Company Announcement - General |
| 18-Apr-13 16:40 | RNS | Second Price Monitoring Extn | Company Announcement - General |
| 18-Apr-13 16:35 | RNS | Price Monitoring Extension | Company Announcement - General |
| 18-Apr-13 07:00 | PRN | Entitlement Offer Acceptances | Results and Trading Reports |
| 10-Apr-13 08:42 | RNS | Further Positive Drilling Results | Company Announcement - General |
| 09-Apr-13 07:00 | RNS | Competent Person Statement | Results and Trading Reports |
| 03-Apr-13 07:00 | RNS | Document re Entitlement Offer | Company Announcement - General |
| 28-Mar-13 07:30 | PRN | BULLABULLING GOLD LIMITED - Entitlement Offer Document | Company Announcement - General |
| 28-Mar-13 07:00 | PRN | BULLABULLING GOLD LIMITED - Appointment of Broker | Executive Changes |
| 27-Mar-13 13:30 | RNS | Annual Financial Report | Results and Trading Reports |
| 27-Mar-13 13:30 | RNS | Restoration - Bullabulling Gold Limited | Company Announcement - General |
| 27-Mar-13 11:19 | RNS | Suspension - Bullabulling Gold Limited | Company Announcement - General |
| 25-Mar-13 07:00 | RNS | Further Strong Results from Drilling | Results and Trading Reports |
| 15-Mar-13 15:38 | RNS | Re Entitlement Offer | Company Announcement - General |
| 14-Mar-13 07:00 | RNS | 1 for 2 Non-Renounceable Entitlement Offer | Company Announcement - General |
| 06-Mar-13 07:00 | RNS | Drilling Results | Results and Trading Reports |
| 19-Feb-13 08:00 | RNS | Resource Extension Drilling Underway | Results and Trading Reports |
| 07-Feb-13 07:00 | RNS | Prefeasibility Study Results | Company Announcement - General |
| 21-Jan-13 07:00 | PRN | BULLABULLING GOLD LIMITED - Quarterly Activity Report | Results and Trading Reports |

