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Final Results

23 Apr 2014 14:00

RNS Number : 2315F
Galantas Gold Corporation
23 April 2014
 



GALANTAS GOLD CORPORATION

TSXV & AIM : Symbol GAL

 

GALANTAS REPORTS RESULTS FOR THE YEAR ENDED DECEMBER 31, 2013

 

April 23rd, 2014: Galantas Gold Corporation (the 'Company') is pleased to announce its annual financial results for the Year Ended December 31, 2013. 

 

Financial Highlights

The Net Loss for the Year Ended December 31, 2013 amounted to $ 1,944,355 which compared with a Net Loss of $ 593,866 for the Year Ended December 31, 2012. Highlights of the 2013 results, which are expressed in Canadian Dollars, are:

 

Year Ended December 31

All in CDN$

2013

2012

Revenue

$ 1,531,473

$ 4,659,330

Cost of Sales

$ 1,591,069

$ 3,167,126

(Loss)Income before the undernoted

$ (59,596)

$ 1,492,204

Amortization

$ 500,756

$ 748,711

General administrative expenses

$ 1,188,397

$ 1,604,162

Loss(Gain) on disposal of property, plant and equipment

$ 105,811

$ (86,816)

(Gain) on debt extinguishment

$ -

$ (190,624)

Foreign exchange loss

$ 89,795

$ 10,637

Net (Loss) for the year

$ (1,944,355)

$ ( 593,866)

Working Capital (Deficit)

$ (3,904,304)

$ (2,309,307)

Cash (loss)generated from operations before changes in non-cash working capital

$ (1,396,019)

$ 177,737

Cash at December 31, 2012

$ 166,617

$ 1,164,868

 

Sales revenues for the year ended December 31, 2013 amounted to CDN$ 1,531,473 (2012: CDN$ 4,659,330). The reduction in sales revenues when compared to 2012 was due to the lower level of metal produced and shipped during the year. The lower production levels were primarily due to the requirement to process lower grade ore from stockpile as a result of difficulties in accessing ore from the open pits. In addition the gold price in 2013 was below the price which prevailed during 2012 which also adversely impacted sales revenues. Lower concentrate gold grade during the third and fourth quarters coupled with falling gold prices resulted in the Company suspending the processing of low grade ore during the fourth quarter. The Company has commenced pilot tests with regards to the processing of tailing cells filled during the earlier operation of the mine. Concentrate grades produced by the pilot study were higher than grades for flotation concentrate from mined vein material. The Company is presently reviewing the economics of continuing production through the processing of tailings cells.

 

Cost of sales for the year ended December 31, 2013 amounted to CDN$ 1,591,069 (2012: CDN$ 3,167,126). There was a decrease in various production costs at the Omagh mine during 2013 which reductions were mainly attributable to the reduced level of open pit activity during 2013. 

 

The Net Loss for the year ended December 31, 2013, amounted to CDN$ 1,944,355 (2012: Net Loss CDN$ 593,866). The cash loss generated from operating activities before changes in non-cash working capital for 2013 amounted to CDN$ 1,396,019 (2012: $ 177,737 gain). The cash loss generated from operating activities after changes in non-cash working capital for 2013 amounted to CDN$ 869,781 (2011: $ 569,610 gain). The Company had cash balances at December 31, 2013 of CDN$ 166,617 compared to CDN$ 1,164,868 at December 31, 2012. The working capital deficit at December 31, 2013 amounted to CDN$ 3,904,304 which compared with a deficit of CDN$ 2,309,307 at December 31, 2012.

The Company's auditors (McCarney Greenwood LLP), without qualifying their opinion, drew attention to the note within the accounts which described that the Company required additional financing to fund its planned activities and to continue as a going concern. On 8th April 2014, the Company announced a consolidation, exchange of shares for debt and a proposed Private Placing for £500,000, which is still in progress.

 

Production Highlights

 

Production at the Omagh mine for the year ended December 31, 2013 is summarized below:

 

 

 Year Ended December 31 2013

Year Ended December 31 2012

Tonnes Milled

40,711

44,112

Average Grade g/t gold

1.0

2.3

Concentrate Dry Tonnes

499

1,008

Concentrate Gold Grade g/t

84.1

100.9

Gold Produced (oz)

1,349

3,271

Gold Produced (kg)

41.9

101.7

Concentrate Silver Grade g/t

163.5

227.6

Silver Produced (oz)

2,622

7,379

Silver Produced (kg)

81.5

229.5

Lead Produced tonnes

36.3

61.4

Gold Equivalent (oz)

1,448

3,507

 

Production in 2013 was significantly below 2012 production which was primarily due to the processing of low grade stockpiled ore during the year. Earlier in the year there had been some limited open pit mining on the Kerr vein whichceased during the first quarter when the pit met its planned design limit. From the second half of 2012 mining from the Kearney pit had become totally restricted as a result of the surplus rock stockpile on the site reaching capacity levels. This surplus rock was due to be transported from the site in 2012 with the Omagh mine having completed construction of public road improvements at its own cost to comply with the conditions of the planning consent. However, following a judicial review brought by a private individual on the grounds of procedural failings by Planning Service, the planning consent was quashed with the surplus rock remaining on site. This ongoing limitation resulted in production continuing to be from low grade sources. To generate cash from its operations the Company continued to improve efficiencies and cut costs during 2013.

 

Due to the mill being fed with the lower grade ore during 2013 production continued to be hampered by both the ongoing variations in the metallurgy due to the inconsistent grade of ore being milled and the clay content of stocked material. The concentrate gold grade fell further during the third and fourth quarter and this coupled with falling gold prices resulted in the Company suspending the processing of low grade ore during the fourth quarter which resulted in further cost reduction measures being implemented at the Omagh mine. Later in the fourth quarter the Company commenced pilot tests with regards to the processing of tailing cells filled during the earlier operation of the mine. The results confirm pre-existing data that indicated the tailings contain between 0.5g/t gold and 1 g/t gold and meet European Union standards for definition as inert material. A low energy cost processing solution, based upon a Knelson CD12 centrifugal gravity concentrator, which was already utilised in the gold processing plant in a secondary role, has been successfully pilot tested as a prime re-treatment component for flotation tailings. The tailings do not require comminution (crushing and grinding) for re-processing by this method. Concentrate grades produced by the pilot study were higher than grades for flotation concentrate from mined vein material. The Company is presently reviewing the economics of continuing production through the processing of tailings cells and is evaluating alternative re-processing techniques.

  

Exploration

 

The major focus of exploration activities in 2012 and 2013 has been the continuation of the successful drilling program. In total, 17,348 metres have been drilled since the program commenced in March 2011 with significant gold intersects being reported.

 

The drilling program began in 2011 with the objective of extending the depth and extent of the Joshua vein and providing data for a potential underground operation based upon the Joshua and Kearney veins. During 2011 and 2012 ninety five holes were drilled totalling 16,347 metres. Channel sampling was also carried out, during this period, on the Joshua, Kearney and Kerr vein systems. On Joshua, a total strike length of 213 metres was sampled. On Kerr, an increase in average vein width and gold grade was identified within depth over a 30 metre strike length.

 

The exploration program had expanded considerably in 2012 with six drills operational during the first half of the year. The second half of the year saw the number of rigs progressively reduce with one rig, owned by the Company, remaining in operation by the end of 2012. The two principal objectives of the drilling program were to complete the deeper holes on Kearney in order to gain a more accurate picture of the zone of mineralization for the purpose of the underground mine plan and to extend the strike of Joshua to the north and the south, and begin to target deeper sections of the vein. Drilling continued at a reduced rate in 2013 with four holes being drilled - one in North Kearney and three in Joshua central. These hole locations were defined with the aim of upgrading areas of inferred resource to the indicated category. During the first quarter, assay results were received showing a grade of 9 ppm Au over a vein width of 1 m for hole OM-DD-12-144. This is a significant result as the location is 100 m south of where the Joshua vein appears to narrow, suggesting that the vein continues south of the property. Drilling was suspended during the third quarter pending the availability of cash for future exploration. Following the scale back of drilling in 2013, more time was dedicated to logging remaining drill cores, the sealing off of all accessible drill holes, updating databases and progressing towards a revised resource estimate using the Micromine geological modelling computer program.

 

Assay results released to date from both the drilling and channel sampling programme have been encouraging with significant gold intersections being identified. The updated resource estimate (Technical Report July 2013) contains all data related to the programme up to May 2013. Results to date have been positive, in particular the assays from the ten drill holes on Joshua released in January 2013 with thirteen significant mineral intersects. During the third quarter Galantas reported positive assay results from the first of two drill holes completed on the Joshua vein during the third quarter. This drill hole is the second deepest intersect yet drilled on Joshua vein and averaged 12.4 g/t gold, over a true width of vein of 2.8 metres. The top of the mineralised intersect is estimated to be at a vertical depth of 137.2 metres. The hole was terminated at a down-hole length of 171.8 metres (see press release dated August 27, 2013). 

 

Once additional funding becomes available this drilling programme will continue. Up to a further 1,000 metres of drilling are planned following up the recently reported gold intersects on the Joshua vein.

 

During 2012 ACA Howe International Ltd (Howe UK) completed an Interim Resource to Canadian National Instrument NI 43-101 compliant mineral resource estimate and a Preliminary Economic Assessment for the Omagh Gold Project (see press release dated July 3, 2012) This report, which was based on drilling results and analyses received to June 8, 2012, identified all resources discovered at that date. The Company subsequently filed a complete Technical Report on SEDAR in August 2012. An updated resource estimate was prepared by the Company during the second quarter of 2013 based on drilling results received to May 5, 2013 (see press release dated June 12, 2013). The drilling programme, subsequent to June 2012, was targeted to increase the amount of measured and indicated resources related to the potential development of an underground mine. When compared to the resource estimate prepared in 2012 there has been an 50% increase in resources classified as measured and indicated from a total of 95,300 troy ounces gold (2012) to 142,533 troy ounces gold and a 28% increase in Resources classified as inferred, from 231,000 troy ounces gold (2012) to 295,599 troy ounces gold (2013). The overall increase is 34%. Galantas subsequently filed an updated Technical Report on SEDAR in July 2013. An updated report which includes data acquired after May 5th 2013 is in preparation.

 

Three new licence areas in the Republic, covering 121.1 km2, were granted during 2013. These join, and extend south-westwards, our existing four ROI licences. Geochemical soil sampling, stream sediment and geophysical data generated by the Tellus Border Project, a cross border initiative funded by the EU regional development fund, was released earlier in the year. The data revealed the continuation of a trend established on licence OM4, into the OML-held ROI licences, with anomalously high concentrations of gold pathfinder elements. This data has assisted in the design of a field programme which was carried out during the third quarter. Earlier in the year Omagh Minerals were awarded a grant to complete a project to determine the prospectivity potential of the Tellus border zone as a whole. This research is supported by the EU INTERREG IVA-funded Tellus Border initiative funded by the EU regional development fund, was based around the new Tellus Border data. The associated fieldwork was completed during the third quarter and focussed on four areas with excellent mineral potential. A prospectivity map and a comprehensive report were submitted to GSI for publication on the Tellus Border website. Following this exploration work, an application was submitted for a further two prospecting licences in the Manorhamilton area of Co. Leitrim, this was acknowledged during the third quarter and has now been awarded. These areas bring the total number of licences held by Omagh Minerals to eleven and the total area to 766.5 square kilometres.

 

Permitting

 

Discussions continued with the planning services in Northern Ireland during 2013 with regards to the planning application for an underground mine plan and accompanying Environmental Statement which were submitted to the Planning Services in 2012. Shareholders may see progress on the public planning portal at

http://epicpublic.planningni.gov.uk/PublicAccess/zd/zdApplication/application_detailview.aspx?caseno=M6QQVVSV30000

 

Roland Phelps, President & CEO, Galantas Gold Corporation, commented, "The Company continues to work with Planning Service and consultees to achieve underground planning consent. The Company has been advised by its consultants that, due to bureaucratic delays, the time-line for planning determination may now be in the second quarter 2014, although the date is undefined because it is in the hands of other parties. A Technical Report is being prepared which will include drilling results obtained since May 2013. The report will also include details of a detailed feasibility study. We look forward to updating shareholders in due course."

The detailed results and Management Discussion and Analysis (MD&A) are available on www.sedar.com and www.galantas.com and the highlights in this release should be read in conjunction with the detailed results and MD&A. The MD&A provides an analysis of comparisons with previous periods, trends affecting the business and risk factors. Some of the production and metal figures are provisional and subject to averaging or umpiring provisions under the concentrate off-take contract with Xstrata Corporation detailed in a press release dated 3rd October 2007.

Qualified Person

The financial components of this disclosure has been reviewed by Leo O' Shaughnessy (Chief Financial Officer) and the production, exploration and permitting components by Roland Phelps (President & CEO), qualified persons under the meaning of NI. 43-101. The information is based upon local production and financial data prepared under their supervision.

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including revenues and cost estimates, for the Omagh Gold project. Forward-looking statements are based on estimates and assumptions made by Galantas in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Galantas believes are appropriate in the circumstances. Many factors could cause Galantas' actual results, the performance or achievements to differ materially from those expressed or implied by the forward looking statements or strategy, including: gold price volatility; discrepancies between actual and estimated production, actual and estimated metallurgical recoveries and throughputs; mining operational risk, geological uncertainties; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign involvement; speculative nature of gold exploration; dilution; competition; loss of or availability of key employees; additional funding requirements; uncertainties regarding planning and other permitting issues; and defective title to mineral claims or property. These factors and others that could affect Galantas's forward-looking statements are discussed in greater detail in the section entitled "Risk Factors" in Galantas' Management Discussion & Analysis of the financial statements of Galantas and elsewhere in documents filed from time to time with the Canadian provincial securities regulators and other regulatory authorities. These factors should be considered carefully, and persons reviewing this press release should not place undue reliance on forward-looking statements. Galantas has no intention and undertakes no obligation to update or revise any forward-looking statements in this press release, except as required by law.

Galantas Gold Corporation Issued and Outstanding Shares total 51,242,016 (post consolidation 14th April 2014))

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

http://www.rns-pdf.londonstockexchange.com/rns/2315F_-2014-4-22.pdf 

Enquiries

Galantas Gold Corporation Jack Gunter P.Eng - ChairmanRoland Phelps C.Eng - President & CEOEmail: info@galantas.comWebsite: www.galantas.comTelephone: +44 (0) 2882 241100

 

Charles Stanley Securities (AIM Nomad & Broker)

Mark Taylor

Telephone +44 (0)20 7149 6000

 

GALANTAS GOLD CORPORATION

Consolidated Financial Statements(Expressed in Canadian Dollars)

Years Ended December 31, 2013 and 2012

 

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Galantas Gold Corporation

We have audited the accompanying consolidated financial statements of Galantas Gold Corporation., which comprise the consolidated statements of financial position as at December 31, 2013 and December 31, 2012 and the consolidated statements of loss, consolidated statements of comprehensive loss, consolidated statements of cash flows and consolidated statements of changes in equity for each of the years then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Galantas Gold Corporation as at December 31, 2013 and December 31, 2012, its financial performance and its cash flows for each of the years then ended in accordance with International Financial Reporting Standards.

 

Emphasis of matter

Without qualifying our opinion, we draw attention to note 1 in the consolidated financial statements which describes that the Company will require additional financing in order to fund its planned activities. This condition, along with other matters set out in note 1, indicates the existence of material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern.

"McCarney Greenwood LLP"

Toronto, Canada

McCarney Greenwood LLP

April 16, 2014

Chartered Accountants

Licensed Public Accountants

 

 

 

 

Galantas Gold Corporation

Consolidated Statements of Financial Position

(Expressed in Canadian Dollars)

 

As at December 31,

2013

2012

ASSETS

Current assets

Cash

$

 166,617

$

 1,164,868

Accounts receivable and prepaid expenses (note 8)

405,124

673,054

Inventories (note 9)

338,865

326,249

Total current assets

910,606

2,164,171

Non-current assets

Property, plant and equipment (note 10)

10,100,319

10,026,969

Long-term deposit (note 12)

467,116

428,717

Exploration and evaluation assets (note 11)

1,875,771

1,399,254

Total non-current assets

12,443,206

11,854,940

Total assets

$

 13,353,812

$

 14,019,111

EQUITY AND LIABILITIES

Current liabilities

Accounts payable and other liabilities (note 13)

$

 1,217,360

$

 1,670,729

Due to related parties (note 19)

3,597,550

2,802,749

Total current liabilities

4,814,910

4,473,478

Non-current liabilities

Decommissioning liability (note 12)

528,810

404,450

Total liabilities

5,343,720

4,877,928

Capital and reserves

Share capital (note 15)

29,874,693

29,874,693

Reserves

6,253,460

5,440,196

Deficit

(28,118,061

)

(26,173,706

)

Total equity

8,010,092

9,141,183

Total equity and liabilities

$

 13,353,812

$

 14,019,111

The notes to the consolidated financial statements are an integral part of these statements.

Going concern (note 1)Contingent liability (note 21)Events after the reporting period (note 23)

 

 

 

Galantas Gold Corporation

Consolidated Statements of Loss

(Expressed in Canadian Dollars)

 

Year Ended

December 31,

2013

2012

Revenues

Gold sales

$

 1,531,473

$

 4,659,330

Cost and expenses of operations

Cost of sales (note 17)

1,591,069

3,167,126

Depreciation

500,756

748,711

2,091,825

3,915,837

(Loss) gain before the undernoted

(560,352

)

743,493

General administrative expenses

Management and administration wages (note 19)

518,195

608,307

Other operating expenses

234,605

265,338

Accounting and corporate

62,783

65,018

Legal and audit

93,585

139,650

Stock-based compensation (note 15(d))

35,960

148,831

Shareholder communication and investor relations

125,373

201,156

Transfer agent

22,889

16,992

Director fees (note 19)

27,750

29,600

General office

8,141

8,577

Accretion expenses (notes 12 and 14)

14,680

45,529

Loan interest and bank charges

44,436

75,164

1,188,397

1,604,162

Other expenses

Loss (gain) on disposal of property, plant and equipment

105,811

(86,816

)

Gain on debt extinguishment (note 14)

-

(190,624

)

Foreign exchange loss

89,795

10,637

195,606

(266,803

)

Loss before income tax

(1,944,355

)

(593,866

)

Income tax (note 18)

-

-

Net loss for the year

$

 (1,944,355

)

$

 (593,866

)

Basic and diluted net loss per share (note 16)

$

 (0.01

)

$

 (0.00

)

Weighted average number of common shares outstanding - basic and diluted

256,210,395

247,246,030

The notes to the consolidated financial statements are an integral part of these statements.

 

 

 

Galantas Gold Corporation

Consolidated Statements of Comprehensive Loss

(Expressed in Canadian Dollars)

 

Year Ended

December 31,

2013

2012

Net loss for the year

$

 (1,944,355

)

$

 (593,866

)

Other comprehensive income

Items that will be reclassified subsequently to profit or loss

Foreign currency translation differences

777,304

211,760

Total comprehensive loss

$

 (1,167,051

)

$

 (382,106

)

The notes to the consolidated financial statements are an integral part of these statements.

 

 

Galantas Gold Corporation

Consolidated Statements of Cash Flows

(Expressed in Canadian Dollars)

 

Year Ended

December 31,

2013

2012

Operating activities

Net loss for the year

$

 (1,944,355

)

$

 (593,866

)

Adjustment for:

Depreciation

500,756

748,711

Stock-based compensation (note 15(d))

35,960

148,831

Foreign exchange

(108,871

)

105,972

Loss (gain) on disposal of property, plant and equipment

105,811

(86,816

)

Accretion expenses (notes 12 and 14)

14,680

45,529

Gain on debt extinguishment (note 14)

-

(190,624

)

Non-cash working capital items:

Accounts receivable and prepaid expenses

267,930

383,519

Inventories

(12,616

)

20,767

Accounts payable and other liabilities

(453,369

)

(12,413

)

Due to related parties

724,293

-

Net cash (used in) provided by operating activities

(869,781

)

569,610

Investing activities

Purchase of property, plant and equipment

(343,588

)

(3,287,567

)

Proceeds from sale of property, plant and equipment

515,233

155,864

Exploration and evaluation assets

(357,061

)

(723,640

)

Long-term deposit

-

(48,534

)

Net cash used in investing activities

(185,416

)

(3,903,877

)

Financing activities

Warrants exercised

-

2,056,034

Repayment of related party loan

-

(95,040

)

Advances from related parties

70,508

380,722

Repayment of convertible debenture

-

(2,056,034

)

Net cash provided by financing activities

70,508

285,682

Net change in cash

(984,689

)

(3,048,585

)

Effect of exchange rate changes on cash held in foreign currencies

(13,562

)

(26,628

)

Cash, beginning of year

1,164,868

4,240,081

Cash, end of year

$

 166,617

$

 1,164,868

The notes to the consolidated financial statements are an integral part of these statements.

 

 

 

 

Galantas Gold Corporation

Consolidated Statements of Changes in Equity

(Expressed in Canadian Dollars)

 

Reserves

Equity settled

Foreign

Equity

share-based

currency

portion of

Share

payments

Warrant

translation

convertible

capital

reserve

reserve

reserve

debenture

Deficit

Total

Balance, December 31, 2011

$

 27,808,316

$

 4,320,247

$

 976,414

$

 (206,713

)

$

 168,082

$

 (25,571,040

)

$

 7,495,306

Stock-based compensation (note 15(d))

-

148,831

-

-

-

-

148,831

Shares issued for exercise of warrants

2,056,034

-

-

-

-

-

2,056,034

Fair value of warrants exercised

403,143

-

(403,143

)

-

-

-

-

Warrants expired

-

8,621

(8,621

)

-

-

-

-

Fair value of extension of warrants' expiry date (note 15(b)(i))

(392,800

)

-

392,800

-

-

-

-

Loss on debt extinguishment (note 14)

-

-

-

-

(168,082

)

(8,800

)

(176,882

)

Net loss and other comprehensive income for the year

-

-

-

211,760

-

(593,866

)

(382,106

)

Balance, December 31, 2012

29,874,693

4,477,699

957,450

5,047

-

(26,173,706

)

9,141,183

Stock-based compensation (note 15(d))

-

35,960

-

-

-

-

35,960

Warrants expired

-

957,450

(957,450

)

-

-

-

-

Net loss and other comprehensive income for the year

-

-

-

777,304

-

(1,944,355

)

(1,167,051

)

Balance, December 31, 2013

$

 29,874,693

$

 5,471,109

$

 -

$

 782,351

$

 -

$

 (28,118,061

)

$

 8,010,092

The notes to the consolidated financial statements are an integral part of these statements.

 

 

Galantas Gold Corporation

Notes to Consolidated Financial Statements

Years Ended December 31, 2013 and 2012

(Expressed in Canadian Dollars)

 

1. Going Concern

These consolidated financial statements have been prepared on a going concern basis which contemplates that Galantas Gold Corporation (the "Company") will be able to realize assets and discharge liabilities in the normal course of business. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern.

The Company's future viability depends on the consolidated results of the Company's wholly-owned subsidiary Cavanacaw Corporation ("Cavanacaw"). Cavanacaw has a 100% shareholding in Omagh Minerals Limited ("Omagh") which is engaged in the acquisition, exploration and development of gold properties, mainly in Omagh, Northern Ireland. Omagh has an open pit mine, which is in production and reported as property, plant and equipment and an underground mine which is in the exploration stage and reported as exploration and evaluation assets. The production at the open pit mine was suspended later in 2013 due to falling grades and gold prices.

The going concern assumption is dependent upon the ability of the Company to obtain the following:

a. Planning permission for the development of an underground mine in Omagh; and

b. Securing sufficient financing to fund ongoing operational activity and the development of the underground mine.

Should the Company be unsuccessful in securing the above, there would be significant uncertainty over the Company's ability to continue as a going concern.

As at December 31, 2013, the Company had a deficit of $28,118,061 (December 31, 2012 - $26,173,706). Management is confident that it will be able to secure the required financing to enable the Company to continue as a going concern. However, this is subject to a number of factors including market conditions.

These consolidated financial statements do not reflect adjustments to the carrying values of assets and liabilities, the reported expenses and financial position classifications used that would be necessary if the going concern assumption was not appropriate.

2. Incorporation and Nature of Operations

The Company was formed on September 20, 1996 under the name Montemor Resources Inc. on the amalgamation of 1169479 Ontario Inc. and Consolidated Deer Creek Resources Limited. The name was changed to European Gold Resources Inc. by articles of amendment dated July 25, 1997. On May 5, 2004, the Company changed its name from European Gold Resources Inc. to Galantas Gold Corporation. The Company was incorporated to explore for and develop mineral resource properties, principally in Europe. In 1997, it purchased all of the shares of Omagh which owns a mineral property in Northern Ireland, including a delineated gold deposit. Omagh obtained full planning and environmental consents necessary to bring its property into production.

The Company entered into an agreement on April 17, 2000, approved by shareholders on June 26, 2000, whereby Cavanacaw, a private Ontario corporation, acquired Omagh. Cavanacaw has established an open pit mine to extract the Company's gold deposit near Omagh. Cavanacaw also has developed a premium jewellery business founded on the gold produced under the name Galántas Irish Gold Limited ("Galántas").

As at July 1, 2007, the Company's Omagh mine began production.

The Company's operations include the consolidated results of Cavanacaw and its wholly-owned subsidiaries Omagh and Galántas.

The Company's common shares are listed on the TSX Venture Exchange and London Stock Exchange AIM under the symbol GAL. The primary office is located at 36 Toronto Street, Suite 1000, Toronto, Ontario, Canada, M5C 2C5.

3. Basis of Preparation

(a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC") as of April 16, 2014, the date the Board of Directors approved the statements.

(b) Basis of presentation

These consolidated financial statements have been prepared on a historical cost basis with the exception of certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

In the preparation of these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the year. Actual results could differ from these estimates. Of particular significance are the estimates and assumptions used in the recognition and measurement of items included in note 3(e).

(c) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.

The results of subsidiaries acquired or disposed of during the years presented are included in the consolidated statement of comprehensive loss from the effective date of control and up to the effective date of disposal or loss of control, as appropriate. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.

The following wholly owned companies have been consolidated within the consolidated financial statements:

Company

Registered

Principal activity

Galantas Gold Corporation

Ontario, Canada

Parent company

Cavanacaw Corporation (1)

Ontario, Canada

Holding company

Omagh Minerals Limited (2)(3)

Northern Ireland, United Kingdom

Operating company

Galántas Irish Gold Limited (2)(4)

Northern Ireland, United Kingdom

Operating company

 

 

(1)

100% owned by Galantas Gold Corporation;

(2)

100% owned by Cavanacaw Corporation;

(3)

Referred to as Omagh (as defined herein); and

(4)

Referred to as Galántas (as defined herein).

(d) Functional and presentation currency

The consolidated financial statements are presented in Canadian Dollars ("CAD"), which is the parent Company's presentation and functional currency.

Items included in the financial statements of each of the Company's operating subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the operating subsidiaries is the U.K. Pound Sterling ("GBP"). The functional currency of the subsidiary Cavanacaw Corporation, the holding company, is the CAD.

Assets and liabilities of entities with functional currencies other than CAD are translated at the period end rates of exchange, and the results of their operations are translated at average rates of exchange for the period unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case the results of their operations are translated at the rate prevailing on the dates of the transactions. The resulting translation adjustments are recognized as a separate component of equity.

Year ended

December 31,

2013

2012

Closing rate (GBP to CAD)

1.7627

1.6178

Average for the year

1.6113

1.5840

(e) Use of estimates and judgments

The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are applied prospectively. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates

Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

· the recoverability of accounts receivable that are included in the consolidated statements of financial position;

· the recoverability of exploration and evaluation assets incurred on the Omagh underground mine is dependent upon the ability to obtain planning permission and secure sufficient funding for the development of the underground mine. Drilling has now been suspended, pending the availability of cash for future exploration. The Omagh underground mine and the open pit mine are considered as one Cash generating unit ("CGU") and were tested for impairment. No impairment was noted and management is exploring opportunities to secure financing in anticipation of approval of planning permission;

(e) Use of estimates and judgments (continued)

Critical accounting estimates (continued)

· the estimated life of the ore body based on the estimated recoverable ounces or pounds mined from proven and probable reserves of the mine development costs which impacts the consolidated statements of financial position and the related depreciation included in the consolidated statements of loss;

· the estimated useful lives and residual value of property, plant and equipment which are included in the consolidated statement of financial position and the related depreciation included in the consolidated statements of loss;

· share-based payments - management is required to make a number of estimates when determining the compensation expense resulting from share-based transactions, including the forfeiture rate and expected life of the instruments;

· functional currency - the functional currency for the parent entity and each of its subsidiaries, is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment and the parent entity reconsiders the functional currency of its entities if there is a change in events and conditions which determined primary economic environment; and

· decommissioning liabilities has been created based on the estimated settlement amounts. Assumptions, based on the current economic environment, have been made which management believes are a reasonable basis upon which to estimate the future liability. These estimates take into account any material changes to the assumptions that occur when reviewed regularly by management. Estimates are reviewed quarterly and are based on current regulatory requirements. Significant changes in estimates of contamination, restoration standards and techniques will result in changes to liability on a quarterly basis. Actual decommissioning costs will ultimately depend on actual future settlement amount for the decommissioning costs which will reflect the market condition at the time the decommissioning costs are actually incurred. The final cost of the currently recognized decommissioning provisions may be higher or lower than currently provided for.

Critical accounting judgments

· Income taxes - measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. The actual amount of income taxes only becomes final upon filing and acceptance of the tax return by the relevant authorities, which occurs subsequent to the issuance of the consolidated financial statements; and

· Going concern assumption - Going concern presentation of the consolidated financial statements which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

4. Significant Accounting Policies

(a) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the operations at exchange rates at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising in retranslation are recognized in the consolidated statement of loss, except for differences arising on the retranslation of available-for-sale equity instruments which are recognised in other comprehensive income. Non-monetary items that are measured in terms of historical cost in foreign currency are translated using the exchange rate at the date of the transaction.

(b) Financial instruments

The Company's financial instruments consist of the following:

Financial assets:

Classification:

Cash

Fair value through profit or loss

Accounts receivable

Loans and receivables

Financial liabilities:

Classification:

Accounts payable and other liabilities

Other financial liabilities

Due to related parties

Other financial liabilities

Fair value through profit or loss ("FVTPL"):

Financial assets are classified as FVTPL when acquired principally for the purpose of trading, if so designated by management (fair value option), or if they are derivative assets that are not part of an effective and designated hedging relationship. Financial assets classified as FVTPL are measured at fair value, with changes recognized in the consolidated statements of loss.

Loans and receivables:

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses.

Other financial liabilities:

Other financial liabilities are recognized initially at fair value net of any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest and any transaction costs over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability or (where appropriate) to the net carrying amount on initial recognition. Other financial liabilities are de-recognized when the obligations are discharged, cancelled or expired.

Impairment of financial assets:

Financial assets are assessed for objective evidence of impairment on an incurred loss basis at the end of each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the investments have been negatively impacted. Evidence of impairment could include:

· significant financial difficulty of the issuer or counterparty; or

· default or delinquency in interest or principal payments; or

· the likelihood that the borrower will enter bankruptcy or financial re-organization.

The carrying amount of financial assets is reduced by any impairment loss directly for all financial assets with the exception of accounts receivable, where the carrying amount is reduced through the use of an allowance account. When an account receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in the consolidated statements of 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 recognized, the previously recognized impairment loss is reversed through the consolidated statements of loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Financial instruments recorded at fair value:

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1

- valuation based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2

- valuation techniques based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3

- valuation techniques using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(c) Impairment of non-financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its non-financial assets with finite lives to determine whether there is any indication that those assets have suffered an impairment loss. Where such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount is the higher of an asset's fair value less disposal cost or its value in use. In addition, non-current assets that are not amortized are subject to an annual impairment assessment.

 (d) Property, plant and equipment

Property, plant and equipment are carried at cost, less accumulated depreciation and accumulated impairment losses.

The cost of an item of property, plant and equipment consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

Depreciation is recognized based on the cost of an item of property, plant and equipment, less its estimated residual value, over its estimated useful life at the following rates:

Detail

Percentage

Method

Buildings

4%

Straight-line

Plant and machinery

20%

Declining balance

Motor vehicles

25%

Declining balance

Office equipment

15%

Declining balance

Moulds

25%

Straight-line

Mine development costs

Unit-of-production

An asset's residual value, useful life and depreciation method are reviewed, and adjusted if appropriate, on an annual basis.

(e) Exploration and evaluation assets

These assets relate to the exploration and evaluation expenditures incurred in respect to resource projects that are in the exploration and evaluation stage.

Exploration and evaluation expenditures include costs which are directly attributable to acquisition and evaluation activities, assessing technical feasibility and commercial viability. These expenditures are capitalized until the technical feasibility and commercial viability of extracting the mineral resource of a project are demonstrable. During the exploration period, exploration and evaluation assets are not amortized.

Exploration and evaluation assets are allocated to CGU for the purpose of assessing such assets for impairment and each project is identified as a separate CGU. At the end of each reporting period, each project is reviewed for impairment indicators as per IFRS 6.20:

(i)

the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed.

(ii)

substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

(iii)

exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.

(iv)

sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

If such indicators exist, the project is tested for impairment and the recoverable amount of the project is estimated. If the recoverable amount of the project is estimated to be less than its carrying amount, the carrying amount of the project is reduced to its recoverable amount. An impairment loss is recognized immediately in statement of loss.

Once the technical feasibility and commercial viability of extracting a mineral resource of a project are demonstrable, the relevant exploration and evaluation asset is assessed for impairment, and any impairment loss recognized, prior to the balance being reclassified as a development asset in property, plant and equipment.

The determination of the demonstration of technical feasibility and commercial viability is subject to a significant degree of judgment and assessment of all relevant factors. In general, technical feasibility may be demonstrable once a positive feasibility study is completed. When determining the commercial viability of a project, in addition to the receipt of a feasibility study, the Company also considers factors such as the availability of project financing, the existence of markets and/or long term contracts for the product, and the ability of obtaining the relevant operating permits.

All subsequent expenditures to ready the property for production are capitalized within development assets, other than those costs related to the construction of property, plant and equipment.

Once production has commenced, all costs included in development assets are reclassified to mine development costs.

Exploration and evaluation expenditures incurred prior to the Company obtaining mineral rights related to the property being explored are recorded as expense in the period in which they are incurred.

(f) Stripping costs

Till stripping costs involving the removal of overburden are capitalized where the underlying ore will be extracted in future periods. The Company defers these till stripping costs and amortizes them on a unit-of-production basis as the underlying ore is extracted.

(g) Inventories

Inventories are comprised of finished goods, concentrate inventory and work-in-process amounts.

All inventories are recorded at the lower of production costs on a first-in, first-out basis, and net realizable value. Production costs include costs related to mining, crushing, mill processing, as well as depreciation on production assets and certain allocations of mine-site overhead expenses attributable to the manufacturing process.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(h) Revenue recognition

Revenue from sales of finished goods is recognized at the time of shipment when significant risks and rewards of ownership are considered to be transferred, the terms are fixed or determinable, collection is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement in the goods, and the amount of revenue can be measured reliably.

Revenue from sales of gold concentrate is recognized at the time of shipment when title passes and significant risks and benefits of ownership are considered to be transferred and the amount of revenue to be receivable by the Company is known or could be accurately estimated. The final revenue figure at the end of any given period is subject to adjustment at the date of ultimate settlement as a result of final assay agreement and metal prices changes.

(i) Provisions

A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract.

(j) Share-based payment transactions

Share- based payment transactionsEmployees (including directors and senior executives) of the Company receive a portion of their remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments ("equity-settled transactions").

In situations where equity instruments are issued and some or all of the goods or services received by the entity as consideration cannot be specifically identified, such as share-based payments to employees, they are measured at fair value of the share-based payment.

Share-based payments to employees of the subsidiaries are recognized as cash settled share-based payment transactions.

Equity-settled transactionsThe costs of equity-settled transactions with employees are measured by reference to the fair value at the date on which they are granted.

The costs of equity-settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ("the vesting date"). The cumulative expense is recognized for equity-settled transactions at each reporting date until the vesting date reflects the Company's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in share option reserve.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

The dilutive effect of outstanding options is reflected as additional dilution in the computation of earnings per share. 

Cash-settled transactionsThe cost of cash-settled transactions is measured initially at fair value at the grant date using an option model. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The liability is remeasured to fair value at each reporting date up to, and including the settlement date, with changes in fair value recognised in employee benefits expense.

(k) Income taxes

Income tax on the consolidated statements of loss for the periods presented comprises current and deferred tax. Income tax is recognized in the consolidated statements of loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recognized in respect of taxable temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and joint ventures to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to taxable temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(l) Decommissioning liability

A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the exploration, development or ongoing production of a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, when there is a present obligation, as a result of a past event, it is probable to be settled by a future outflow of resources and a reliable estimate can be made of the obligation. Discount rates using a pretax rate that reflects the risk and the time value of money are used to calculate the net present value. These costs are charged against the consolidated statements of loss over the economic life of the related asset, through amortization using either a unit-of-production or the straight-line method as appropriate. The related liability is adjusted for each period for the unwinding of the discount rate and for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage that is created on an ongoing basis during production are provided for at their net present values and charged against profits and/or inventories as extraction progresses.

(m) Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similarly to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the years. Options and warrants are anti-dilutive and, therefore, have not been taken into account in the per share calculation.

(n) Change in accounting policies

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods beginning January 1, 2013. The following new standards have been adopted.

(i) IFRS 10 - Consolidated Financial Statements ("IFRS 10") was issued by the IASB in May 2011. IFRS 10 is a new standard which identifies the concept of control as the determining factor in assessing whether an entity should be included in the consolidated financial statements of the parent company. Control is comprised of three elements: power over an investee; exposure to variable returns from an investee; and the ability to use power to affect the reporting entity's returns. At January 1, 2013, the Company adopted this pronouncement and there was no impact on the Company's consolidated financial statements.

(ii) IFRS 11 - Joint Arrangements ("IFRS 11") was issued by the IASB in May 2011. IFRS 11 is a new standard which focuses on classifying joint arrangements by their rights and obligations rather than their legal form. Entities are classified into two groups: parties having rights to the assets and obligations for the liabilities of an arrangement, and rights to the net assets of an arrangement. Entities in the former case account for assets, liabilities, revenues and expenses in accordance with the arrangement, whereas entities in the latter case account for the arrangement using the equity method. At January 1, 2013, the Company adopted this pronouncement and there was no impact on the Company's consolidated financial statements.

(iii) IFRS 12 - Disclosure of Interests in Other Entities ("IFRS 12") was issued by the IASB in May 2011. IFRS 12 is a new standard which provides disclosure requirements for entities reporting interests in other entities, including subsidiaries, joint arrangements, associates and unconsolidated structure entities. At January 1, 2013, the Company adopted this pronouncement and provided the required disclosures.

(iv) IFRS 13 - Fair Value Measurement is effective for annual period beginning on January 1, 2013, provides the guidance on the measurement of fair value and related disclosures through a fair value hierarchy. At January 1, 2013, the Company adopted this pronouncement on the Company's consolidated financial statements given the existing asset and liability mix of the Company to which fair value accounting applies.

(v) IAS 1 - Presentation of Financial Statements was amended by the IASB in June 2011. Items in other comprehensive income will be required to be presented in two categories: items that will be reclassified into profit or loss and those that will not be reclassified. The flexibility to present a statement of comprehensive income as one statement or two separate statements of profit and loss and other comprehensive income remains unchanged. At January 1, 2013, the Company adopted this pronouncement and provided the required disclosure.

(vi) IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine ("IFRIC 20"). On 19 October 2011, the IASB issued IFRIC 20. The interpretation 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. At January 1, 2013, the Company adopted this pronouncement and there was no impact on the Company's consolidated financial statements.

(o) Recent accounting pronouncements

(i) IFRS 9 - Financial Instruments ("IFRS 9") was issued by the IASB in October 2010 and will replace IAS 39 -Financial Instruments: Recognition and Measurement ("IAS 39"). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. IFRS 9 will be effective for accounting periods beginning January 1, 2018. The Company is currently assessing the impact of this pronouncement.

(ii) IAS 32 - Financial Instruments, Presentation ("IAS 32") was effective for annual periods beginning on or after January 1, 2014. IAS 32 was amended to clarify that the right of offset must be available on the current date and cannot be contingent on a future date. Earlier adoption is permitted. The Company is presently assessing the impact of this pronouncement.

5. Capital Risk Management

The Company manages its capital with the following objectives:

· to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and

· to maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis.

The Company considers its capital to be equity, comprising share capital, reserves and deficit which at December 31, 2013 totaled $8,010,092 (December 31, 2012 - $9,141,183). The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is regularly updated based on its gold production activities. Selected information is frequently provided to the Board of Directors of the Company. The Company's capital management objectives, policies and processes have remained unchanged during the year ended December 31, 2013. The Company is not subject to any capital requirements imposed by a regulator or lending institution.

6. Financial and Property Risk Management

Property risk

The Company's significant project is the Omagh mine. Unless the Company acquires or develops additional significant projects, the Company will be solely dependent upon the Omagh mine. If no additional projects are acquired by the Company, any adverse development affecting the Omagh mine would have a material effect on the Company's consolidated financial condition and results of operations.

Financial risk

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate risk, foreign currency risk and commodity and equity price risk).

Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

(i) Credit risk and sales concentration

Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash, accounts receivable and long-term deposit. Cash and long-term deposit are held with financial institutions and the United Kingdom Crown, respectively, from which management believes the risk of loss to be minimal. All the revenue from sales are from one customer and the accounts receivable consist mainly of a trade account receivable from one customer, value added tax receivable and sales tax receivable. The Company is exposed to concentration of credit and sales risk with one of its customers. Management believes that the credit risk is minimized due to the financial worthiness of this company. Valued added tax receivable is collectable from the Government of Northern Ireland. Sales tax receivable is collectable from government authorities in Canada. The Company does not have derivative financial instruments.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if the Company's access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company manages liquidity risk by monitoring maturities of financial commitments and maintaining adequate cash reserves and available borrowing facilities to meet these commitments as they come due. As at December 31, 2013, the Company had negative working capital. All of the Company's financial liabilities have contractual maturities of less than 30 days other than certain related party loans which are due on demand. The Company is using operating cash flows to manage and seeking additional capital to increase liquidity. As at December 31, 2013, the Company was cash flow negative.

(iii) Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices.

(iii) Market risk (continued)

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company has cash balances and significant interest-bearing debt due to related parties. The Company is exposed to interest rate risk on certain related party loans which bear interest at variable rates.

(b) Foreign currency risk

Certain of the Company's expenses are incurred in GBP which is the currencies of Northern Ireland and the United Kingdom while the Company's revenues are received in the currency of United States and are therefore subject to gains and losses due to fluctuations in these currencies against the functional currency.

(c) Commodity price risk

The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as it relates to gold to determine the appropriate course of action to be taken by the Company.

Sensitivity analysis

Based on management's knowledge and experience of the financial markets, the Company believes the following movements are reasonably possible over a twelve month period:

(i) Certain related party loans are subject to interest rate risk. As at December 31, 2013, if interest rates had decreased/increased by 1% with all other variables held constant, the net loss for the year ended December 31, 2013, would have been approximately $20,000 lower/higher respectively, as a result of lower/higher interest rates from certain related party loans. Similarly, as at December 31, 2013, shareholders' equity would have been approximately $20,000 higher/lower as a result of a 1% decrease/increase in interest rates from certain related party loans.

(ii) The Company is exposed to foreign currency risk on fluctuations related to cash, accounts receivable and prepaid expenses, long-term deposit, accounts payable and other liabilities and due to related parties that are denominated in GBP. As at December 31, 2013, had the GBP weakened/strengthened by 5% against the CAD with all other variables held constant, the Company's consolidated other comprehensive income for the year ended December 31, 2013 would have been approximately $124,000 higher/lower as a result of foreign exchange losses/gains on translation of non-CAD denominated financial instruments. Similarly, as at December 31, 2013, shareholders' equity would have been approximately $124,000 lower/higher had the GBP weakened/strengthened by 5% against the CAD as a result of foreign exchange losses/gains on translation of non-CAD denominated financial instruments.

(iii) Commodity price risk could adversely affect the Company. In particular, the Company's future profitability and viability of development depends upon the world market price of gold. Gold prices have fluctuated widely in recent years. There is no assurance that, even as commercial quantities of gold may be produced in the future, a profitable market will exist for them. A decline in the market price of gold may also require the Company to reduce production of its mineral resources, which could have a material and adverse effect on the Company's value. Net income would be impacted by changes in average realized gold prices. Sensitivity to a plus or a minus 10% change in average realized gold prices on the inventories would affect net loss/income and shareholders' equity by approximately $30,000.

7. Categories of Financial Instruments

 

As at December 31,

2013

2012

Financial assets:

FVTPL

Cash

$

 166,617

$

 1,164,868

Loans and receivables

Accounts receivable

234,823

428,196

Financial liabilities:

Other financial liabilities

Accounts payable and other liabilities

1,217,360

1,670,729

Due to related parties

3,597,550

2,802,749

As of December 31, 2013 and 2012, the fair value of all the Company's financial instruments approximates the carrying value.

8. Accounts Receivable and Prepaid Expenses

 

As at December 31,

2013

2012

Sales tax receivable - Canada

$

 21,866

$

 21,705

Valued added tax receivable - Northern Ireland

10,752

147,987

Accounts receivable

202,205

258,504

Prepaid expenses

170,301

244,858

$

 405,124

$

 673,054

Prepaid expenses includes advances for consumables and for construction of the passing bays in the Omagh mine.

The following is an aged analysis of accounts receivable:

As at December 31,

2013

2012

Less than 3 months

$

 138,839

$

 288,192

3 to 12 months

59,177

130,404

More than 12 months

36,807

9,600

Total accounts receivable

$

 234,823

$

 428,196

 

9. Inventories

 

As at December 31,

2013

2012

Concentrate inventories

$

 11,458

$

 10,246

Finished goods

327,407

316,003

$

 338,865

$

 326,249

Refer to note 17 for inventory movement.

10. Property, Plant and Equipment

 

Plant

Mine

Freehold

and

Motor

Office

development

Cost

Land

Buildings

machinery

vehicles

equipment

Moulds

costs

Total

Balance, December 31, 2011

$

 1,864,378

$

 382,390

$

 5,968,298

$

 63,338

$

 94,788

$

 57,466

$

 9,503,475

$

 17,934,133

Additions

406,108

-

159,080

23,277

8,341

-

2,690,761

3,287,567

Disposals

-

-

(225,905

)

(3,964

)

-

-

-

(229,869

)

Foreign exchange adjustment

44,726

9,173

95,464

1,520

2,267

1,378

227,980

382,508

Balance, December 31, 2012

2,315,212

391,563

5,996,937

84,171

105,396

58,844

12,422,216

21,374,339

Additions

-

-

-

-

-

-

343,588

343,588

Disposals

-

-

(1,369,832

)

(11,986

)

-

-

-

(1,381,818

)

Foreign exchange adjustment

207,365

35,069

534,617

7,538

9,449

5,271

1,112,726

1,912,035

Balance, December 31, 2013

$

 2,522,577

$

 426,632

$

 5,161,722

$

 79,723

$

 114,845

$

 64,115

$

 13,878,530

$

 22,248,144

 

Plant

Mine

Freehold

and

Motor

Office

development

Accumulated depreciation

Land

Buildings

machinery

vehicles

equipment

Moulds

costs

Total

Balance, December 31, 2011

$

890,343

$

 305,341

$

 3,549,698

$

 45,928

$

 34,489

$

 57,466

$

 5,657,327

$

 10,540,592

Depreciation

-

15,449

506,699

7,757

9,648

-

209,158

748,711

Disposals

-

-

(160,037

)

(784

)

-

-

-

(160,821

)

Foreign exchange adjustment

21,359

7,654

90,683

1,248

1,027

1,378

95,539

218,888

Balance, December 31, 2012

911,702

328,444

3,987,043

54,149

45,164

58,844

5,962,024

11,347,370

Depreciation

-

12,573

400,922

7,475

8,993

-

70,793

500,756

Disposals

-

-

(750,631

)

(10,143

)

-

-

-

(760,774

)

Foreign exchange adjustment

81,657

30,599

391,847

5,553

4,897

5,271

540,649

1,060,473

Balance, December 31, 2013

$

 993,359

$

 371,616

$

 4,029,181

$

 57,034

$

 59,054

$

 64,115

$

 6,573,466

$

 12,147,825

 

Plant

Mine

Freehold

and

Motor

Office

development

Carrying value

Land

Buildings

machinery

vehicles

equipment

Moulds

costs

Total

Balance, December 31, 2012

$

 1,403,510

$

 63,119

$

 2,009,894

$

 30,022

$

 60,232

$

 -

$

 6,460,192

$

 10,026,969

Balance, December 31, 2013

$

 1,529,218

$

 55,016

$

 1,132,541

$

 22,689

$

 55,791

$

 -

$

 7,305,064

$

 10,100,319

11. Exploration and Evaluation Assets

Exploration and evaluation assets are expenditures for the underground mining operations in Omagh. The proposed underground mine is dependent on the ability of the Company to obtain the necessary planning permission.

Exploration

and

evaluation

Cost

assets

Balance, December 31, 2011

$

 665,332

Additions

723,640

Foreign exchange adjustment

10,282

Balance, December 31, 2012

1,399,254

Additions

357,061

Foreign exchange adjustment

119,456

Balance, December 31, 2013

$

 1,875,771

 

Exploration

and

evaluation

Carrying value

assets

Balance, December 31, 2012

$

 1,399,254

Balance, December 31, 2013

$

 1,875,771

 

12. Decommissioning Liability

The Company's decommissioning liability is as a result of mining activities at the Omagh mine in Northern Ireland. The Company estimated its decommissioning liability at December 31, 2013 based on a risk-free discount rate of 1% (2012 - 1%) and an inflation rate of 1.50% (2012 - 1.50%) . The expected undiscounted future obligations allowing for inflation are GBP 330,000 and based on management's best estimate the decommissioning is expected to occur over the next 5 to 10 years. On December 31, 2013, the estimated fair value of the liability is $528,810 (2012 - $404,450). Changes in the provision during the year ended December 31, 2013 are as follows:

As at December 31,

2013

2012

Decommissioning liability, beginning of year

$

 404,450

$

 394,975

Revision due to change in estimate

109,680

9,475

Accretion

14,680

-

Decommissioning liability, end of year

$

 528,810

$

 404,450

As required by the Crown in Northern Ireland, the Company is required to provide a bond for reclamation related to the Omagh mine in the amount of GBP 300,000 (2012- GBP 250,000), of which GBP 265,000 was funded as of December 31, 2013 and reported as long-term deposit of $467,116 (2012 - $428,717).

13. Accounts Payable and Other Liabilities

Accounts payable and other liabilities of the Company are principally comprised of amounts outstanding for purchases relating to exploration costs on exploration and evaluation assets, general operating activities, amounts payable for financing activities and professional fees activities.

As at December 31,

2013

2012

Accounts payable

$

 545,557

$

 814,408

Accrued liabilities

671,803

856,321

Total accounts payable and other liabilities

$

 1,217,360

$

 1,670,729

The following is an aged analysis of the accounts payable and other liabilities:

As at December 31,

2013

2012

Less than 3 months

$

 376,400

$

 869,097

3 to 12 months

361,376

351,318

12 to 24 months

122,183

201,486

More than 24 months

357,401

248,828

Total accounts payable and other liabilities

$

 1,217,360

$

 1,670,729

 

14. Convertible Debenture

On March 10, 2011, the Company entered into a convertible unsecured loan agreement (the "Loan Agreement") with Kenglo One Limited of Jersey, Channel Islands ("Kenglo"). The loan amount agreed to be advanced under the Loan Agreement is GBP 1,250,000 (the "Loan").

The Loan carries interest of 2% per annum above the base rate of Barclays Bank. The Loan shall become repayable upon exercise by Kenglo of the previously issued warrants of the Company held by Kenglo (the "Warrants"), subject to the terms of the Warrants and the Loan Agreement. If the Warrants are not exercised by Kenglo by the applicable expiry dates of the Warrants (being June 8, 2012 and July 22, 2012, as applicable), the Company shall issue shares ("Loan Shares") to Kenglo, in lieu of a cash repayment of the Loan, in accordance with the terms of the Loan Agreement. The number of Loan Shares to be issued upon the Loan conversion shall be determined in accordance with the terms of the Loan Agreement, subject to the minimum conversion price of $0.10 per share. The Loan Shares will be subject to a four month resale restriction period imposed under the policies of the Exchange and applicable securities legislation. There are no finder's fees or any bonus (whether in the form of cash or securities) payable in connection with the Loan Agreement.

The Loan is classified as a liability, with the exception of the portion relating to the conversion features, resulting in the carrying value of the Loan being less than its face value. The fair value of the conversion option associated with the convertible note on the date of issuance was estimated at $169,347. The discount is being accreted over the term of the Loan Agreement, utilizing the effective interest rate method at a 10% discount rate. For the year ended December 31, 2013 accretion of the discount totalled $nil (year ended December 31, 2012 - $45,529).

Financing charges associated with the Loan were prorated between the debt and equity component of the Loan. Those allocated to the debt portion of the Loan were deferred and are being accreted over the term of the Loan Agreement. For the year ended December 31, 2013 $nil (year ended December 31, 2012- $1,924) in deferred financing charges were accreted to operations.

On June 8, 2012, the Company extinguished, in its entirety, the principal and interest obligations outstanding under the Loan Agreement using the proceeds from the warrants exercised (see note 15 (b)(i)). As a result of this extinguishment, a gain on debt extinguishment of $190,624 on the convertible debenture was recorded in the consolidated statements of loss and a loss on debt extinguishment of $8,800 on the equity portion of convertible debenture was recorded in equity.

Equity

portion of

Convertible

convertible

debenture

debenture

Balance, December 31, 2011

$

 1,979,603

$

 168,082

Accretion charges - effective interest rate

45,529

-

Accretion charges - financing charges

1,924

-

Interest expenses

6,075

-

Foreign exchange

36,645

-

(Gain) loss on debt extinguishment

(190,624

)

8,800

Debt extinguishment

(1,879,152

)

(176,882

)

Balance, December 31, 2012 and December 31, 2013

$

 -

$

 -

 

15. Share Capital and Reserves

a) Authorized share capital

At December 31, 2013, the authorized share capital consisted of an unlimited number of common and preference shares issuable in Series.

The common shares do not have a par value. All issued shares are fully paid.

No preference shares have been issued. The preference shares do not have a par value.

b) Common shares issued

At December 31, 2013, the issued share capital amounted to $29,874,693. The change in issued share capital for the years presented is as follows:

Number of

common

shares

Amount

Balance, December 31, 2011

235,650,055

$

 27,808,316

Shares issued for exercise of warrants

20,560,340

2,056,034

Fair value of warrants exercised

-

403,143

Fair value of extension of warrants' expiry date (i)

-

(392,800

)

Balance, December 31, 2012 and December 31, 2013

256,210,395

$

 29,874,693

 

(i)

On July 9, 2012, the expiry date of the 24,550,000 common share purchase warrants outstanding was extended for one year from July 22, 2012 to July 22, 2013. As a result of this modification, an incremental fair value of these warrants of $392,800 was recognized.

The fair value of the extension of the warrants' expiry date was estimated using the Black-Scholes option pricing model with the following inputs: dividend yield - 0%; volatility - 133.52%; risk-free interest rate - 0.97%; share price - $0.05; exercise/strike price - $0.10; and an expected life of 1 year. Volatility was determined using the historical volatility of the Company's daily closing share price for a period of 1 year.

c) Warrant reserve

The following table shows the continuity of warrants for the years presented:

Weighted

average

Number of

exercise

warrants

price

Balance, December 31, 2011

45,550,000

$

 0.10

Exercised

(20,560,340

)

0.10

Expired

(439,660

)

0.10

Balance, December 31, 2012

24,550,000

0.10

Expired

(24,550,000

)

0.10

Balance, December 31, 2013

-

$

 -

As at December 31, 2013, there were no warrants outstanding.

d) Stock options

The Company has a stock option plan (the "Plan"), the purpose of which is to attract, retain and compensate qualified persons as directors, senior officers and employees of, and consultants to the Company and its affiliates and subsidiaries by providing such persons with the opportunity, through share options, to acquire an increased proprietary interest in the Company. The number of shares reserved for issuance under the Plan cannot be more than a maximum of 10% of the issued and outstanding shares at the time of any grant of options. The period for exercising an option shall not extend beyond a period of five years following the date the option is granted.

Insiders of the Company are restricted on an individual basis from holding options which when exercised would entitle them to receive more than 5% of the total issued and outstanding shares at the time the option is granted. The exercise price of options granted in accordance with the Plan must not be lower than the closing price of the shares on the Exchange immediately preceding the date on which the option is granted and in no circumstances may it be less than the permissible discounting in accordance with the Corporate Finance Policies of the Exchange.

The Company records a charge to the consolidated statements of comprehensive loss using the Black-Scholes option pricing model. The valuation is dependent on a number of inputs and estimates, including the strike price, exercise price, risk-free interest rate, the level of stock volatility, together with an estimate of the level of forfeiture. The level of stock volatility is calculated with reference to the historic traded daily closing share price at the date of issue.

Option pricing models require the inputs including the expected price volatility. Changes in the inputs can materially affect the fair value estimate.

The following table shows the continuity of stock options for the years ended December 31, 2013 and 2012:

Weighted

average

Number of

exercise

options

price

Balance, December 31, 2011

15,750,000

$

 0.12

Forfeited

(1,000,000

)

(0.19

)

Expired

(4,800,000

)

(0.14

)

Balance, December 31, 2012

9,950,000

0.10

Expired

(2,000,000

)

0.10

Forfeited

(3,250,000

)

0.10

Balance, December 31, 2013

4,700,000

$

 0.10

Stock-based compensation includes $35,960 (2012 - $148,831) relating to stock options granted in previous years that vested during the year ended December 31, 2013.

The following table reflects the actual stock options issued and outstanding as of December 31, 2013:

Weighted average

Number of

remaining

Number of

options

Number of

Exercise

contractual

options

vested

options

Expiry date

price ($)

life (years)

outstanding

(exercisable)

unvested

November 23, 2015

0.10

1.90

1,000,000

1,000,000

-

January 28, 2016

0.10

2.08

250,000

250,000

-

September 6, 2016

0.10

2.68

3,450,000

3,450,000

-

0.10

2.48

4,700,000

4,700,000

-

16. Net (loss) per Common Share

The calculation of basic and diluted loss per share for the year ended December 31, 2013 was based on the loss attributable to common shareholders of $1,944,355 (2012 - $593,866) and the weighted average number of common shares outstanding of 256,210,395 (2012 - 247,246,030) for basic and diluted loss per share. Diluted loss did not include the effect of warrants and options for the year ended December 31, 2013 and 2012, as they are anti-dilutive.

17. Cost of Sales

 

Year Ended

December 31,

2013

2012

Production wages

$

 591,101

$

 1,009,074

Oil and fuel

559,047

1,060,611

Repairs and servicing

123,387

467,926

Equipment hire

37,756

193,069

Consumable

161,586

202,797

Royalties

34,747

90,557

Carriage

29,783

44,236

Other costs

66,278

78,089

Production costs

1,603,685

3,146,359

Inventory movement

(12,616

)

20,767

Cost of sales

$

 1,591,069

$

 3,167,126

18. Taxation

(a) Provision for income taxes

A reconciliation of the expected tax recovery to actual is provided as follows:

Year Ended December 31,

2013

2012

Income before income taxes

$

 (1,944,355

)

$

 (593,866

)

Expected tax recovery at statutory rate of 26.5% (2012 - 26.5%)

(515,300

)

(157,400

)

Difference resulting from:

Foreign tax rate differential

(16,600

)

6,900

Stock-based compensation

9,500

39,400

Expiry of warrants

126,900

1,300

Non-capital losses not recognized

395,500

109,800

$

 -

$

 -

(b) Deferred tax balances

The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities that have not been recognized for financial statement purposes are as follows:

2013

2012

Deferred income tax assets (liabilities)

Non-capital losses

$

 5,268,300

$

 4,653,882

Share issue costs

1,200

2,500

Property, plant and equipment and exploration and evaluation assets

(1,524,800

)

(1,018,199

)

Impairment valuation allowance

(3,744,700

)

(3,638,183

)

$

 -

$

 -

 

(c) Losses carried forward

As at December 31, 2013, the Company had non-capital losses carried forward of $18,435,879 (2012 - $15,110,239) for income tax purposes as follows:

Expires

2014

$

 426,803

2015

568,540

2026

1,064,484

2027

598,595

2029

373,962

2030

440,512

2031

325,366

2032

600,689

2033

325,366

Indefinite

13,711,562

$

 18,435,879

The loss carry-forward amounts have not been recognized for accounting purposes.

19. Related Party Disclosures

Related parties include the Board of Directors, close family members, other key management individuals and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

Related party transactions conducted in the normal course of operations are measured at the fair value (the amount established and agreed to by the related parties) and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.

(a) The Company entered into the following transactions with related parties:

Year Ended

December 31,

Notes

2013

2012

Interest on related party loans

(i)

$

 44,122

$

 41,029

(i) G&F Phelps Limited ("G&F Phelps"), a company controlled by a director of the Company, had amalgamated loans to the Company of $2,017,000 (GBP 1,144,268) (2012 - $1,660,756 - GBP 1,026,552) included with due to related parties bearing interest at 2% above UK base rates, repayable on demand and secured by a mortgage debenture on all the Company's assets. Interest accrued on related party loans is included with due to related parties. As at December 31, 2013, the amount of interest accrued is $159,144 (GBP 90,284) (2012 - $86,023 - GBP 53,173).

(ii) During the year ended December 31, 2013, G&F Phelps acquired a container from the Company for $2,095 (GBP 1,300) (2012 - $nil) which has been offset against the G&F Phelps loan included with due to related parties.

(b) Remuneration of key management of the Company was as follows:

Year Ended

December 31,

2013

2012

Salaries and benefits (1)

$

 419,485

$

 393,300

Stock-based compensation

21,318

84,027

$

 440,803

$

 477,327

(1) Salaries and benefits include director fees. As at December 31, 2013, due to directors for fees amounted to $27,750 (2012 - $nil) and due to key management, mainly for salaries and benefits accrued amounted to $1,393,656 (GBP 790,637) (2012 - $1,055,970 - GBP 652,720), and is included with due to related parties.

(c) As of December 31, 2013, Kenglo owns 66,110,340 common shares of the Company or approximately 25.8% of the outstanding common shares of the Company. Roland Phelps, Chief Executive Officer and director, owns, directly and indirectly, 35,538,980 common shares of the Company or approximately 13.9% of the outstanding common shares of the Company. The remaining 60.3% of the shares are widely held, which includes various small holdings which are owned by directors of the Company. These holdings can change at anytime at the discretion of the owner.

The Company is not aware of any arrangements that may at a subsequent date result in a change in control of the Company.

20. Segment Disclosure

The Company has determined that it has two reportable segment. The Company's operations are substantially all related to its investment in Cavanacaw and its subsidiaries, Omagh and Galántas. Substantially all of the Company's revenues, costs and assets of the business that support these operations are derived or located in Northern Ireland. Segmented information on a geographic basis is as follow:

December 31, 2013

United Kingdom

Canada

Total

Current assets

$

 800,604

$

 110,002

$

 910,606

Non-current assets

12,382,249

60,957

12,443,206

Revenues

$

 1,531,473

$

 -

$

 1,531,473

Expenses

$

 2,640,137

$

 835,691

$

 3,475,828

 

December 31, 2012

United Kingdom

Canada

Total

Current assets

$

 1,258,821

$

 905,350

$

 2,164,171

Non-current assets

11,792,853

62,087

11,854,940

Revenues

$

 4,659,330

$

 -

$

 4,659,330

Expenses

$

 4,461,762

$

 791,434

$

 5,253,196

21. Contingent Liability

During the year ended December 31, 2010, the Company's subsidiary Omagh received a payment demand from Her Majesty's Revenue and Customs in the amount of $536,372 (GBP 304,290) in connection with an aggregate levy arising from the removal of waste rock from the mine site during 2008 and early 2009. The Company believes this claim is without merit. An appeal has been lodged and the Company's subsidiary Omagh intends to vigorously defend itself against this claim. No provision has been made for the claim in the consolidated financial statements.

22. Comparative Figures

Certain of the prior year's numbers have been reclassified and item descriptions changed to conform to the current year's presentation.

23. Events After the Reporting Period

(i) On January 16, 2014, a Special Meeting of Shareholders was held. All resolutions were carried and therefore the directors now have the authority to consolidate the common shares on such terms as may be approved by the directors of the Company and regulatory authorities on the basis of one (1) post-consolidated common shares for up to ten (10) pre-consolidated common shares. The consolidation resolution authorizes the Company to complete the share consolidation. The directors are now considering the timetable for potential implementation. Until Articles of Amendment are filed in connection with the share consolidation there is no change to the capital structure of the Company nor to the shares that are listed for trading. Upon any action to be taken by the Company in connection with the resolutions passed at the Special meeting of Shareholders, the directors will inform shareholders in due course.

It is expected that following an enactment of the share consolidation by the directors, directors and officers of the Company may convert liabilities of approximating $1,500,000 relating to outstanding remuneration into common shares, subject to the approval of the TSX Venture Exchange.

(ii) On April 8, 2014, the Company announced that the Board is seeking regulatory approval of documents relating to the consolidation of the Company's issued and outstanding share capital, exchange of shares for debt and the private placement of shares.

The TSX Venture Exchange has approved the consolidation and effective at opening on the TSX Venture Exchange and AIM on April 14, 2014, the existing issued share capital will be cancelled and replaced by the new common shares in consolidated form.

A private placement of new shares is expected to complete following consolidation. A minimum of 10 million units will be subscribed at $0.09375 (GBP 0.05) per unit. Each unit will comprise 1 new ordinary share and 1 warrant (the "Placement"). Each warrant will entitle the holder to purchase 1 further new ordinary share at GBP 0.10 per share for a period of two years from the date on which the subscription is closed. The Placement will raise a minimum of GBP 500,000. The new ordinary shares issued pursuant to the Placement are subject to a four month hold period. The new ordinary shares and warrants to be issued pursuant to the placement represent approximately 23.2% of the enlarged issued share capital (at the minimum placing amount).

Coincident with the placement (and following the Consolidation), the Company will also undertake an exchange of existing debt for new ordinary shares, as approved by Shareholders at the Special Meeting of Shareholders January 16, 2014. Roland Phelps (President & Chief Executive) will exchange a loan of $1,346,730 (GBP 716,256) for 14,365,120 new ordinary shares representing 16.6% of the enlarged issued share capital.

(ii) (continued) Leo O'Shaughnessy (Chief Financial Officer) will exchange a loan of $30,046 for 320,491 new ordinary shares, representing 0.4% of the enlarged issued share capital. Following the exchange of debt for equity Mr Phelps and Mr O'Shaughnessy will hold 24.9% and 0.4% of the Company enlarged issued share capital respectively (at the minimum placing amount). Loans due to certain other third party creditors have also agreed to settlement of amounts owed totalling GBP 21,976, through the issue of 439,520 new ordinary shares, representing 0.5% of the enlarged issued share capital. No warrants will be attached to the new ordinary shares issued in relation to any of the equity for debt exchange.

 

 

This information is provided by RNS
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END
 
 
FR UUUURSBASUAR
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