Empire Metals Regulatory News (EEE)

Noricum Gold Limited / EPIC: NMG / Sector: Natural Resources

29 March 2012

Noricum Gold Limited ('Noricum Gold' or 'the Company')

Final Audited Results

Noricum Gold Limited, the Austrian focussed gold exploration and development company, announces its final audited results for the year ended 31 December 2011.

Overview

·; Rapid advancement of 51 sq km Rotgülden gold and precious metal licence in Austria with drilling and sampling confirming its high grade potential

·; High grade drill results including 3.1m @ 11.69g/t gold ('Au') and 44.2g/t silver ('Ag') from 173.7m

·; 2012 drilling at Rotgülden with focus towards resource delineation

·; Regional potential of the licence confirmed by drilling at the previously producing mine centre and sampling along 8km of prospective strike running through the Rotgülden licence area

·; Bonanza grades up to 86.4 g/t of gold, 1,011 g/t silver and 4.45% copper returned at Altenberg target area

·; Q2 2012 electromagnetic work to define drilling programmes at Altenberg and Schurfspitze targets

Noricum Gold CEO Greg Kuenzel said, "2011 was an exciting year for Noricum Gold during which we made good progress. Having implemented a defined exploration programme including electromagnetic work, sampling and drilling focussed particularly at the Rotgülden gold and precious metals licence, we have strengthened our knowledge of the prolific scale of the mineralisation present within the licence area. 

"With this in mind, our approach during the 2012 field season, commencing in May 2012, will have a two pronged focus. At the previously producing Rotgülden mine, we will be focusing towards a maiden resource while the impressive gold, silver and multi-element grades derived from sampling at the southern extension of the 8km strike will be drilled to underpin our confidence in the exploration upside potential of the project. Looking ahead, I believe that the remainder of 2012 will see us add value to our entire 171 sq km portfolio, which is located in a highly prospective and recognised area of mineralisation."

CHAIRMAN'S STATEMENT

Operational Review

During the year under review, a tremendous amount of progress has been made across our highly prospective gold and precious metals licences in Austria. Our understanding of the scope and potential of the mineralisation located in our licences has increased substantially over the course of the last 12 months and we are more confident than ever that, as we move our projects further along the development curve, we will generate considerable value for our shareholders. 

Specifically, much progress has been made at our flagship and most advanced 51 sq km Rotgülden gold and precious metals project. I am pleased to report that work to date, including drilling at the previously producing mining centre as well as reconnaissance work along 8km of prospective strike running through the licence area, has confirmed the high grade potential of the project on a regional scale. Having hit key value milestones over the period, we are now well placed to define a maiden resource at Rotgülden.

Our portfolio is by no means limited to the Rotgülden licence. Our asset base also includes the Kliening (49 sq km), Schonberg (24 sq km), Goldeck (29 sq km) and Goldzeche (12 sq km) licences. In aggregate, we have a large land position covering 171 sq km in this highly prospective region. Importantly we continue to evaluate a number of additional opportunities in the country with the aim of expanding our highly prospective landholding in this proven area of mineralisation. 

Operating in Austria has and continues to be a positive and encouraging experience and we have worked hard to forge strong relationships with key individuals in the sector as well as maintaining close contact with the local communities. The country provides a mining friendly and stable environment with excellent infrastructure and an active and well legislated mining industry.

Rotgülden Licence Area

Rotgülden Mine

The Rotgülden licence area comprises 15 underground mines, including the previously producing gold/copper/silver Rotgülden mine. This has been a key target area for us and naturally, there are a large number of existing adits and historical drill holes at the project which provided the basis for our initial and extensive electromagnetic ('EM') survey during H1 2011 that focussed on delineating drill targets.

The EM survey defined several targets likely to be massive sulphide mineralisation typical of the region. As a result, on 16 August 2011 we commenced a 1,400m drill programme comprised of five holes and drilled to depths of between 250m and 300m. 

Four of the drill holes intersected massive sulphide mineralisation which highlighted the presence of significant gold and silver mineralisation up to 3.1m @ 11.69g/t Au and 44.2g/t Ag from 173.7m from BL 03. One hole drilled during the campaign, BL 04, intersected a fault zone near surface which caused it to deviate significantly from its target.

Other significant intersections include:

·; BL 05 - 2.3m @ 2.69g/t Au, 2.28g/t Ag from 180.3m

·; BL 05 - 1.5m @ 2.78g/t Au, 2.80g/t Ag from 265.5m

·; BL 05 - 1.2m @ 3.08g/t Au, 21.53g/t Ag from 274.9m

·; BL 07 - 0.5m @ 6.68g/t Au, 21.6g/t Ag from 224.8m

These drill holes were also designed to act as the infrastructure for an additional down hole survey and importantly, the results proved that the geophysical tools being utilised by the Company, namely electro-magnetics ('EM') and magnetics, could be used to confirm the existence of high-grade gold and silver mineralisation across the entire Rotgülden licence area. Based on these results, further drilling is planned at this target and it is likely that the 2012 drill programme at the Rotgülden mine will be conducted from within the existing mine workings to reduce metres and make target definition more accurate.

Regional Exploration

In tandem with work at the historically producing mine, extensive sampling conducted at circa eight separate targets along the northern and southern extension of the 8 km strike has resulted in the delineation of bonanza gold and silver along with significant multi-element running through the licence area.

The Altenberg target in particular, located 2.7 km to the south-west of the previously operating Rotgülden mine, has yielded some highly positive results as reported in September 2011. As well as field mapping, we took 94 samples from the area which returned grades of up to 86.4 g/t of Au, 1,011 g/t Ag and 4.45% copper ('Cu'). Eight samples from the batch returned grades higher than 10g/t Au, 22 samples returned grades higher than 3g/t Au, and a total of 41 samples were above 1g/t Au. These results indicate the prolific mineralisation present at Altenberg. This target has been prioritised for follow up work in 2012 and beyond to firstly identify drill targets through our aerial EM work, to be followed by a circa 3,000 metre drill programme. 

At Schurfspitze, located approximately 4.5km to the south-west, the geological setting and the mineralisation encountered was similar to that found at Rotgülden. 28 samples were taken in total over two trips, primarily from two adits, which returned grades of up to 37.68 g/t Au and 541 g/t Ag located on the southern slope of Schurfspitze. Five were taken from an underground working mine which showed gold grades between 5.40 and 1.38 g/t Au.

From a multi element perspective, some high copper results were achieved with SCHUR 17 also returning 9.87% Cu and SCHUR 4, 1.8% Cu. Also of note was SCHUR 21 which displayed 0.49% Cu, 1.1% lead, and 4.57% Zinc. As with Rotgulden, the Company plans to undertake a drill programme further to the regional EM work.

The field season will commence with an extensive airborne EM survey over approximately 27 sq km of the Rotgülden licence area including Altenberg and Schurfspitze targets. EM is proven to locate massive sulphide ore bodies including gold, silver and copper mineralisation and iron formations down to a depth of over 200 metres. This will not only identify additional areas of mineralisation but also assist to refine the drill programme currently being planned for Altenberg and scheduled to commence later this year. The ability to quickly define targets from a large land holding in a short time period in a relatively cheap fashion allows the Company to expedite use of funds very effectively.

Kliening Gold Project

Over the period, work was undertaken at the Kliening Gold Project designed to advance the Company's understanding of the clearly defined mineralised structures present at site. Historical work identified lode style mineralisation at the Buchbauer-Bischofeck target. In June 2011 we commenced a 1,500m drilling programme focussed on confirming the presence of veins up to 2.5m wide. These veins have historically shown gold mineralisation as high as 23.6g/t gold, and appear 25 metres apart within the individual swarms.

We have been highly encouraged by the positive results received from four holes drilled on this licence which indicate that high grade gold, silver and copper mineralisation is present close to surface. Results from BB-07-01 included 4.47 g/t Au over 2m which included 12.52 g/t Au over 0.5m at a depth of 4.5m, which provides us with further confidence in our geological model and assumptions regarding the potential for the project area to be expanded. We also conducted further reconnaissance sampling at the site which defined high grade gold at the Mischlinggraben target within the Kliening area with results up to 25.5 g/t Au.

Schonberg Project

The Schonberg licence area is an exciting drill ready project consisting of 53 licences located approximately 100km due east of Rotgülden. It consists of varied geology with the licences centred on historic copper mining town Flatschach.

Mapping and historical mining has highlighted eight veins closely spaced around 1m wide. This is a very interesting area and 2012 will see the Company undertake a preliminary geophysics programme and possibly a small drilling programme.

Corporate

Post period end, the Company commenced trading on the open market of the Frankfurt Stock Exchange following strong demand from European investors who have a solid understanding of the region. We believe that it is important to align ourselves with the local investment community and look forward to benefitting from this increased exposure.

Financial Review

The loss of the Group for the period ended 31 December 2011 amounted to £596,672 (31 December 2010: £1,891,550).

During the period the Group raised £750,000 by way of a placing of 30,000,000 new ordinary shares in the Company with new and existing shareholders in the Company at a price of 2.5 pence per Placing Share ('the Placing'). The Group's cash position at 31 December 2011 was £809,587 (31 December 2010: £1,556,072.) and this will be used to implement a defined 2012 exploration programme with a primary focus at Rotgülden.

Outlook

The fantastic bonanza grades received from initial drilling and reconnaissance work at Rotgülden is highly exciting, particularly in light of the solid regional infrastructure and stable political environment Austria offers. Having laid solid foundations during the period, this year will focus towards resource delineation at the previously producing mine target, which, it is anticipated, will provide plenty of news-flow over the coming months. 

SRK Consulting (UK) Ltd has described the region as an 'area as significant mineralisation' and with this in mind we will also strive to demonstrate the vast regional potential of the licence having already identified a number of drill ready targets across 8km of strike. Maiden drilling campaigns will be implemented at Altenberg and we hope the results will underpin the massive potential of the entire 51 sq km licence.

I would like to take this opportunity to thank our team and shareholders for their support over the year and I look forward to updating regularly over the coming months.

Marcus Edwards-Jones

Chairman

27 March 2012

Competent Person

The information in this statement that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Jeremy Whybrow, who is a Member of The Australasian Institute of Mining and Metallurgy.

**ENDS**

For further information please visit www.noricumgold.com or contact:

BALANCE SHEET AS AT 31 DECEMBER 2011

The Financial Statements were approved and authorised for issue by the Board of Directors on 27 March 2012 and were signed on its behalf by:

Gregory Kuenzel

Executive Director

STATEMENTS OF COMPREHENSIVE INCOME

For the year ended 31 December 2011

GROUP STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 December 2011

COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

For the year ended 31 December 2011

CASH FLOW STATEMENTS

For the year ended 31 December 2011

1. General Information

The principal activity of Noricum Gold Limited ("the Company") and its subsidiaries (together "the Group") is the exploration and development of precious and base metals. The Company's shares are traded on AIM, a market operated by the London Stock Exchange. The Company is incorporated in the British Virgin Islands and domiciled in the United Kingdom.

The address of its registered office is Trident Chambers, PO Box 146, Road Town, Tortola BVI.

2. Summary of Significant Accounting Policies

The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1 Basis of Preparation of Financial Statements

The Financial Statements have been prepared in accordance with EU-endorsed International Financial Reporting Standards (IFRSs) and International Financial Reporting Interpretations Committee (IFRIC) interpretations. The Consolidated Financial Statements have been prepared under the historical cost convention.

The Financial Statements are presented in Pounds Sterling rounded to the nearest pound.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's Accounting Policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements are disclosed in Note 4.

2.2 Changes in accounting policy and disclosures

(a) New and amended standards, and interpretations mandatory for the first time for the financial year beginning 1 January 2011 but not currently relevant to the Group

The following standards and amendments to existing standards have been published and are mandatory for the Group's accounting periods beginning on or after 1 January 2011, but are not relevant to the Group.

A revised version of IAS 24 "Related Party Disclosures" simplifies the disclosure requirements for government-related entities and clarifies the definition of a related party. This revised version was effective for periods beginning on or after 1 January 2011.

An amendment to IFRS 1 "First-time Adoption of International Financial Reporting Standards" relieves first-time adopters of IFRSs from providing the additional disclosures introduced in March 2009 by "Improving Disclosures about Financial Instruments" (Amendments to IFRS 7). These amendments were effective for periods beginning on or after 1 July 2010.

IFRIC 19 "Extinguishing Financial Liabilities with Equity Instruments" clarifies the treatment required when an entity renegotiates the terms of a financial liability with its creditor, and the creditor agrees to accept the entity's shares or other equity instruments to settle the financial liability fully or partially. These amendments were effective for periods beginning on or after 1 July 2010.

An amendment to IFRIC 14 "IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction", on prepayments of a minimum funding requirement, applies in the limited circumstances when an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendment permits such an entity to treat the benefit of such an early payment as an asset. These amendments were effective for periods beginning on or after 1 January 2011.

(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2011 and not early adopted

The Group and parent entity's assessment of the impact of these new standards and interpretations is set out below.

IFRS 12 "Disclosure of Interests in Other Entities" is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's financial statements.

2.2 Changes in accounting policy and disclosures (continued)

(b) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2011 and not early adopted (continued)

IFRS 13 "Fair Value Measurement" improves consistency and reduces complexity by providing, for the first time, a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. It does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's financial statements.

Amendments to IFRS 7 "Financial Instruments: Disclosures" require disclosure of information that will enable users of financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entity's recognised financial assets and recognised financial liabilities, on the entity's financial position. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's financial statements.

Amendments to IAS 1 "Presentation of Financial Statements" require items that may be reclassified to the profit or loss section of the income statement to be grouped together within other comprehensive income (OCI). The amendments also reaffirm existing requirements that items in OCI and profit or loss should be presented as either a single statement or two consecutive statements. This standard is effective for periods beginning on or after 1 July 2012, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's financial statements.

Amendments to IAS 32 "Financial Instruments: Presentation" add application guidance to address inconsistencies identified in applying some of the criteria when offsetting financial assets and financial liabilities. This includes clarifying the meaning of "currently has a legally enforceable right of set-off" and that some gross settlement systems may be considered equivalent to net settlement. This standard is effective for periods beginning on or after 1 January 2014, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's financial statements.

IFRIC 20 "Stripping Costs in the Production Phase of a Surface Mine" clarifies when production stripping should lead to the recognition of an asset and how that asset should be measured, both initially and in subsequent periods. This standard is effective for periods beginning on or after 1 January 2013, subject to EU endorsement. The Directors are assessing the possible impact of this standard on the Group's financial statements.

2.3 Basis of Consolidation

The Group Financial Statements consolidate the Financial Statements of Noricum Gold Limited and the management accounts of all of its subsidiary undertakings made up to 31 December 2011.

Subsidiaries are entities over which the Group has control. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The acquisition by Noricum Gold Limited of Kibe Investments No. 2 Limited was accounted for under reverse acquisition accounting.

The following accounting treatments were applied in respect of the reverse acquisition:

·; The assets and liabilities of the legal subsidiary, Kibe Investments No. 2 Limited, were recognised and measured in the consolidated financial statements at their pre-combination carrying amounts, without restatement to fair value;

·; The equity structure appearing in the consolidated financial statements reflects the equity structure of the legal parent, Noricum Gold Limited, including the equity instruments issued to effect the business combination;

·; Where necessary, adjustments were made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. All significant intercompany transactions and balances between Group enterprises were eliminated on consolidation.

2.4 Going Concern

The Group's business activities together with the factors likely to affect its future development, performance and position are set out in the Chairman's Report on page 3. In addition, Note 3 to the Financial Statements includes the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and its exposure to credit and liquidity risk.

The Financial Statements have been prepared on a going concern basis. Although the Group's assets are not generating revenues and an operating loss has been reported, the Directors believe that the Group has sufficient funds to undertake its operating activities over the next 12 months from the date of approval of these Financial Statements. The Group has financial resources which, the Directors believe, will be sufficient to fund the Group's committed expenditure both operationally and on various exploration projects for this time period. However, in order to complete other exploration work over the life of existing projects and as additional projects are identified additional funding will be required. The amount of funding is unforeseen at the point of approval of these Financial Statements and the Group will be required to raise additional funds either via an issue of equity or through the issuance of debt. The Directors are confident that funds will be forthcoming if and when they are required. Should additional funding not be forthcoming the Directors have agreed, if circumstances require, to defer payment of their fees until such time as adequate funding is received.

The Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

2.5 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

2.6 Foreign Currencies

(a) Functional and presentation currency

Items included in the Financial Statements of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The functional currency of the parent entity is Sterling and the functional currency of the BVI subsidiary is US Dollars and the functional currency of the Austrian subsidiary is Euros. The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the Company's functional and Group's presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

(c) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

·; assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

·; income and expenses for each statement of comprehensive income presented are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

·; all resulting exchange differences are recognised in other comprehensive income where material.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the foreseeable future are taken to other comprehensive income. When a foreign operation is sold, such exchange differences are recognised in the profit or loss as part of the gain or loss on sale.

 2.7 Intangible assets

(a) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill arising on the acquisition of subsidiaries is included in 'intangible assets'. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Under the reverse acquisition, goodwill represents the excess of the cost of the combination over the acquirer's interest in the net fair values of the legal parent. The fair value of the equity instruments of the legal subsidiary issued to effect the combination was not available and therefore the fair value of all the issued equity instruments of the legal parent prior to the business combination was used as the basis for determining the cost of the combination.

Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment.

(b) Exploration and evaluation assets

The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation assets and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when the mining property is capable of commercial production.

Exploration and evaluation assets are recorded and held at cost.

Exploration and evaluation assets are assessed for impairment annually or when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The assessment is carried out by allocating exploration and evaluation assets to cash generating units, which are based on specific projects or geographical areas.

Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities of that unit, the associated expenditures are written off to profit or loss.

2.8 Plant and Equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided on all tangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

Computer equipment - 50% straight line

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Administrative Expenses' in the statement of comprehensive income.

2.9 Impairment of non-financial assets

Assets that have an indefinite useful life, for example, intangible assets not ready to use, are not subject to amortisation and are tested annually for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

Non-financial assets that suffered impairment (except goodwill) are reviewed for possible reversal of the impairment at each reporting date.

2.10 Financial Assets

Classification

The Group has classified all of its financial assets as loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets. The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet.

Recognition and measurement

Loans and receivables are initially recognised at fair value plus transaction costs and are subsequently carried at amortised cost using the effective interest method.

Impairment

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired. A financial asset, or a group of financial assets, is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"), and that loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets, that can be reliably estimated.

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

·; significant financial difficulty of the issuer or obligor;

·; a breach of contract, such as a default or delinquency in interest or principal repayments.

The amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate. The asset's carrying amount is reduced, and the loss is recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

2.11 Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand.

2.12 Taxation

Current tax is the tax currently payable based on the taxable profit for the year. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in equity. In this case, the tax is also recognised in equity.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

2.12 Taxation (continued)

Deferred tax is calculated at the tax rates that have been substantively enacted by the end of the reporting period and are expected to apply to the period when the asset is realised or the liability is settled.

Deferred tax assets and liabilities are not discounted.

2.13 Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.14 Share Based Payments

The Group operates a number of equity-settled, share-based schemes, under which the entity receives services from employees or third party suppliers as consideration for equity instruments (shares, options and warrants) of the Group. The Group may also issue warrants to share subscribers as part of a share placing. The fair value of the equity-settled share based payments is recognised as an expense in profit or loss or charged to equity depending on the nature of the service provided or instrument issued. The total amount to be expensed or charged in the case of options is determined by reference to the fair value of the options granted:

·; including any market performance conditions;

·; excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales growth targets, or remaining an employee of the entity over a specified time period); and

·; including the impact of any non-vesting conditions (for example, the requirement for employees to save).

In the case of shares and warrants the amount charged to the share premium account is determined by reference to the fair value of the services received if available. If the fair value of the services received is not determinable the shares are valued by reference to the market price and the warrants are valued by reference to the fair value of the warrants granted as described previously.

Non-market vesting conditions are included in assumptions about the number of options or warrants that are expected to vest. The total expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.

When the warrants or options are exercised, the Company issues new shares. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the warrants or options are exercised.

2.15 Trade Payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.

The Group and Company have no other financial liabilities.

2.16 Operating leases

Leases of assets under which a significant amount of the risks and benefits of ownership are effectively retained by the lessor are classified as operating leases. Operating lease payments are charged to profit or loss on a straight-line basis over the period of the respective leases.

2.17 Finance Income

Interest income is recognised on a time proportion basis, taking into account the principal amounts outstanding and the interest rates applicable.

2.18 Investments

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.

3. Financial Risk Management

3.1 Financial Risk Factors

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

Market Risk

(a) Foreign currency risks

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Euro against the UK pound. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group negotiates all material contracts for activities in relation to its subsidiary in Euros. The Group has not sensitised the figures for fluctuations in foreign exchange rates as the Directors are of the opinion that these fluctuations would not have a significant impact on the financial statements of the Group at the present time. The Directors will continue to assess the effect of movements in exchange rates on the Group's financial operations and initiate suitable risk management measures where necessary.

(b) Price risk

The Group is not exposed to commodity price risk as a result of its operations, which are still in the exploration phase. The Directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.

The Group has no exposure to equity securities price risk, as it has no listed equity investments.

(c) Interest rate risk

As the Group has no borrowings, it is not exposed to interest rate risk on financial liabilities. The Group's interest rate risk arises from its cash held on short-term deposit, which is not significant.

Credit Risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any losses from non-performance of these receivables.

The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

Liquidity Risk

In keeping with similar sized mineral exploration groups, the Group's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital. The Directors are confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.

3.2 Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to provide returns for shareholders and to enable the Group to continue its exploration and evaluation activities. The Group has no debt at 31 December 2011 and defines capital based on the total equity of the Company being £22,660,806. The Group monitors its level of cash resources available against future planned exploration and evaluation activities and may issue new shares in order to raise further funds from time to time.

4. Critical Accounting Estimates and Judgements

The preparation of the Group Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce these Financial Statements.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

4. Critical Accounting Estimates and Judgements (continued)

Significant items subject to such estimates and assumptions include, but are not limited to:

Impairment of exploration and evaluation costs

Exploration and evaluation costs have a carrying value at 31 December 2011 of £1,738,186 (2010: £814,534), refer to note 8 for more information. Such assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only depreciated once extraction of the resource commences. Management tests annually whether exploration projects have future economic value in accordance with the accounting policy stated in note 2.7. Each exploration project is subject to an annual review by either a consultant or senior company geologist to determine if the exploration results returned during the year warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes into consideration long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a project does not represent an economic exploration target and results indicate there is no additional upside a decision will be made to discontinue exploration. The Directors have reviewed the estimated value of each project prepared by management and have concluded that no impairment charge is necessary (see note 8).

Share based payment transactions

The Group has made awards of options and warrants over its unissued share capital to certain Directors and employees as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and to suppliers for various services received.

The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in note 15.

5. Segmental Information

The Group operates in two geographical areas, the UK and Austria. The Company operates in one geographical area, the UK. Activities in the UK are mainly administrative in nature whilst activities in Austria relate to exploration and evaluation work. The reports used by the chief operating decision maker are based on these geographical segments.

The Group had no turnover during the year ended 31 December 2011 or 2010. The Company generated revenue of £113,440 during the year ended 31 December 2011 (31 December 2010: £nil).

Segment assets and liabilities are allocated based on geographical location.

5. Segmental Information (continued)

A reconciliation of adjusted loss from operations per reportable segment to profit/(loss) before tax is provided as follows:

6. Operating Loss

7. Property, Plant and Equipment

8. Intangible Assets

Goodwill arose on the reverse acquisition of Noricum Gold Limited. The balance has been impaired in full as the Directors do not consider this reflects any increase in the value of the group's assets.

Exploration and evaluation assets are acquired.

Exploration projects in Austria are at an early stage of development and no JORC or non-JORC compliant resource estimates are available to enable value in use calculations to be prepared. The Directors therefore undertook an assessment of the following areas and circumstances which could indicate the existence of impairment:

• The Group's right to explore in an area has expired, or will expire in the near future without renewal.

• No further exploration or evaluation is planned or budgeted for.

• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a commercial level of reserves.

• Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.

Following their assessment the Directors concluded that no impairment of exploration and evaluation assets was necessary during the year ended 31 December 2011.

9. Investments in Subsidiary Undertakings

Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment provision.

Details of Subsidiary Undertakings

10. Trade and Other Receivables

Trade and other receivables are all due within one year. The fair value of all receivables is the same as their carrying values stated above.

The carrying amounts of the Group and Company's trade and other receivables are denominated in the following currencies:

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.

11. Cash and Cash Equivalents

All of the Group's cash at bank is held with institutions with an AA credit rating.

12. Trade and Other Payables

13. Share Capital

On 15 December 2010 the shareholders approved the removal of the Company's authorised share capital and so there is no limit on the number of shares the Company is authorised to issue. On that date the shareholders also approved the removal of the nominal value of the shares, as permitted under local company legislation.

Issued share capital

(1) Includes issue costs of £106,772

(2) Includes issue costs of £589,514

(3) Includes issue costs of £42,050

14. Other Reserves

15. Share Options and Warrants

Share options and warrants outstanding and exercisable at the end of the year have the following expiry dates and exercise prices:

The options are exercisable starting immediately from the date of grant and lapse on the second or third anniversary of the date of grant. The weighted average life of the options and warrants as at 31 December 2011 is 10 months (31 December 2010: 20 months). The Company or Group has no legal or constructive obligation to settle or repurchase the options in cash.

The fair value of the share options was determined using the Black Scholes valuation model. The parameters used are detailed below:

Options issued on 26 May 2010 were modified as part of the AIM listing, with the option life being extended to 2 years from the date of admission to AIM (17 December 2010). In accordance with IFRS 2, these options have therefore been revalued as at the modification date.

The expected volatility for the options and warrants granted on 17 December 2010 is based on the historical share price volatility of similar AIM listed entities from their date of admission to AIM (first day of dealings) up to the completion of the first six months of trading. This is considered to be the most reasonable measure of expected volatility, given the relatively brief trading history of the Company available.

The risk free rate of return is based on zero yield government bonds for a term consistent with the option life.

A reconciliation of options granted over the year to 31 December 2011 is shown below:

During the year the Company varied certain options granted to the directors on admission of the Company's shares to the AIM Market. As a result 9,270,000 options were cancelled and reissued under the same terms and conditions. The variation has not changed the fair value of the equity instruments granted and therefore these options do not need to be revalued under IFRS 2.

No options were exercised during the period. The total fair value charged to the statement of comprehensive income for the year ended 31 December 2011 was £nil (2010: £178,436).

16. Other (losses)/gains - Net

17. Employees

The Group had no full time employees during the year. The Directors and Company Secretary provided professional services as required on a part-time basis. Details of Directors' fees are disclosed in Note 18.

18. Directors' Remuneration

(1) Compensation for loss of office

No pension benefits are provided for any Director.

19. Finance Income

20. Taxation

The tax on the Group's loss before taxation differs from the theoretical amount that would arise using the weighted average tax rate applicable to the losses of the consolidated entities as follows:

20. Taxation (continued)

No charge to taxation arises due to the losses incurred.

The Group has tax losses of approximately £797,785 (2010: £287,429) available to carry forward against future taxable profits. The Company has tax losses of approximately £728,427 (2010: £267,775) available to carry forward against future taxable profits. A deferred tax asset has not been recognised because of uncertainty over future taxable profits against which the losses may be utilised.

21. Loss per Share

Group

The calculation of the total basic loss per share of 0.12 pence (2010: 0.98 pence) is based on the loss attributable to equity owners of the parent company of £596,672 (2010: £1,891,550) and on the weighted average number of ordinary shares of 499,305,388 (2010: 193,037,020) in issue during the period.

Company

The calculation of the total basic loss per share of 0.09 pence (2010: 1.32 pence) is based on the loss attributable to equity owners of the Company of £465,320 (2010: £651,787) and on the weighted average number of ordinary shares of 499,305,388 (2010: 49,292,418) in issue during the period.

In accordance with IAS 33, basic and diluted earnings per share are identical as the effect of the exercise of share options or warrants would be to decrease the loss per share. Details of share options that could potentially dilute earnings per share in future periods are set out in Note 15.

22. Expenses by Nature

23. Commitments

(a) Royalty agreements

As part of the contractual arrangement with Kibe No.1 Investments Limited the Group has agreed to pay a royalty on revenue from gold sales arising from gold mines developed by Noricum Gold AT GmbH and covered by licenses acquired by Kibe No.1 Investments Limited. Under the terms of the Royalty Agreement between Kibe No.1 Investments Limited and Noricum Gold AT GmbH, the Group shall pay royalties, based on total ounces of gold sold, equal to US$1 for every US$250 of the sale price per ounce.

As part of a contractual arrangement with Ord Resources GmbH, the Group has agreed to pay a royalty on revenue from gold sales arising from gold mines developed by Noricum Gold AT GmbH and covered by the licenses acquired from Ord Resources GmbH. Under the terms of the Royalty Agreement with Ord Resources GmbH, the Group shall pay royalties based on the total ounces of gold sold, at a rate equal to US$2 for each ounce sold.

(b) Operating lease commitments

The Group leases office premises under a non-cancellable operating lease agreement. The lease is on an initial fixed term of two years automatically renewable at the end of the lease period for a further two year fixed term, unless thirty days notice is given prior to the expiry of the initial term. The lease expenditure charged to profit or loss during the year is disclosed in note 6.

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

24. Related Party Transactions

Loan from Noricum Gold Limited to Noricum Gold AT GmbH

As at 31 December 2011 there were amounts receivable of £1,136,104 (2010: £54,649) from Noricum Gold AT GmbH and £554 (2010: £nil) from Kibe No.2 Investments Limited. No interest was charged on the loans.

All intra Group transactions are eliminated on consolidation.

Other Transactions

Freeside Limited, a company of which Gregory Kuenzel is a Director and beneficial owner, was paid a fee of £6,000 (2010: £22,325) for company secretarial, accounting services and the provision of administrative and receptionist services to Noricum Gold Limited. No balance was outstanding at the year-end.

Jeremy Whybrow was paid a fee of £21,489 (2010: £nil) for technical consulting services provided to Noricum Gold Limited of which £8,102 was outstanding at the year-end. Jeremy was also paid £6,208 for technical consulting services provided to Noricum Gold AT GmbH of which no balance was outstanding at the year-end.

Lloyd Edwards-Jones F.Z.E, a company of which Marcus Edwards-Jones is a Director and beneficial owner, was paid a fee of £30,300 for the introduction of institutional investors in connection with the issue of shares in the company on 8 December 2011. No balance was outstanding at the year-end.

25. Ultimate Controlling Party

The Directors believe there to be no ultimate controlling party.