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Final Results

10 Dec 2012 16:50

RNS Number : 1858T
Kolar Gold Limited
10 December 2012
 



 

10 December 2012

 

Kolar Gold Ltd

 

Final results for year ended 30 June 2012

Notice of Annual General Meeting

 

Kolar Gold Limited ("Kolar Gold" or "KGL" or the "Company"), the Indian focused gold exploration and mine development company, announces its audited results for the year ended 30 June 2012.

 

HIGHLIGHTS

 

Corporate and Operational:

·; 8,000 metres of Diamond and RC drilling activities completed on target deposits at South Kolar licence area.

·; Consolidation and review of exploration data generated since February 2011 to determine next phase drill targets

·; New JORC compliant gold resource at the Mallappakonda deposit of 3.46 million tonnes at an average grade of 1.76 g/t gold containing 195,000 oz of gold.

·; The Group's total JORC compliant gold resource stands at approximately 226,000 ounces of gold.

·; Drilling programme of an additional 160 holes submitted to government at the Chigargunta and Mallappakonda deposits; awaiting forestry approval.

·; Increased focus and resources to be applied to the permitting process which has been slower than anticipated due to the current state of flux in India's domestic mining regime

·; Appointment of N+1 Singer as Nominated Adviser and joint broker.

 

Financial:

·; Strong cash position at 30 June 2011 of £8.13m (2010: £11.54m)

 

Post Period:

·; Richard Johnson steps down as COO.

 

Nick Spencer, Chief Executive Officer of Kolar Gold Limited, comments:

 

"It has been a period of solid operational progress for Kolar Gold following our listing on the AIM Market in June 2011. We were pleased to treble the JORC resource at the Mallappakonda deposit after exploration work conducted on our granted South Kolar licence area. Upon receiving forestry approval, the next phase of exploration will begin in the key target areas of Chigargunta and Mallappakonda.

 

"In conjunction with our local partners, we have increased efforts with regard to accelerating the permitting process on priority licences which has been slower than expected. We have also reviewed and investigated a number of additional gold projects in India with the aim of building our position into the leading Indian gold exploration and development company. Kolar remains well capitalised which is vital in these current market conditions."

 

Notice of AGM

 

The second Annual General Meeting of Shareholders of the Company will be held at Frances House, Sir William Place, St Peter Port, Guernsey on Monday 31 December 2012 at 9.30 am.

 

Copies of the 2012 Annual Report and Notice of AGM will be posted to shareholders on Tuesday 11 December following which they may be obtained from the date of posting for one month free of charge from the registered office of the Company, Frances House, Sir William Place, St Peter Port, Guernsey, as well as from the Company's web site www.kolargold.com.au 

 

For further information:

Kolar Gold Limited

Nick Spencer

+617 3846 0211

N+1 Singer

Nomad and Joint Broker

James Maxwell/Jenny Wyllie

+44 20 7496 3000

Ocean Equities Limited

Joint Broker

Will Slack

+44 20 7786 4370

Tavistock Communications

Ed Portman / Jessica Fontaine

+44 20 7920 3150

 

About Kolar Gold Limited

 

Kolar Gold is an Indian gold exploration and development company, listed on the AIM market (Ticker: KGLD) that has an experienced international board and strong local partners.

 

KGL has rights to explore and develop one prospecting licence and 13 further licence applications in the Kolar Gold Belt, an 80 kilometre long Archaean Greenstone Belt, in Southern India. The Kolar Gold Belt is one of the most prospective underdeveloped Archaean Greenstone Belts in the world and is regarded by Mr Andrew J Vigar of Mining Associates Limited, the Competent Person, as comparable to the Archaean Greenstone Belts of South Africa, Canada and Western Australia which have similar geology, structure and style of mineralisation. This project area includes 32 known mineralised prospects and covers 568 square kilometres in the southern states of Andhra Pradesh, Karnataka and Tamil Nadu. KGL commenced exploration on the first Prospecting Licence in South Kolar in February 2011.

 

KGL is also jointly pursuing, with the mine employee unions, the acquisition and revival of the neighbouring historic Kolar Gold Fields which has produced 25 million ounces of gold at 15.9 grams per tonne over 120 years until closure in 2001.

 

Chairman's Report

 

Dear Shareholder

 

This is my second Chairman's Report to the shareholders of Kolar Gold Limited. It has been a year of consolidation and challenges for the Company.

 

On a macro level, India's deeply entrenched passion for gold, combined with low domestic production, results in India importing most of its gold requirements. During 2011 more then one third of all gold produced globally was imported to India. Yet India sits on some of the most prospective gold terrain in the world.

 

India's domestic mining regime is in a state of flux. The anticipated passing at the time of the Company's admission to AIM in June 2011 of the Mines and Minerals Development and Regulation (MMDR) Bill, which is approved by Cabinet, still awaits approval by the Indian Parliament. Indeed, now, the timing of the passing of this Act and the exact terms is unclear. This, together with the examination and consequences of the historic privatization of assets and granting of licences in the mining and other industries in India has resulted in an environment in Delhi that is not conducive to prompt and timely decision making, even when all the relevant processes are followed diligently.

 

This has led to the slower than anticipated grant of new licenses to GMSI of which Kolar Gold would be the beneficiary. Consequently, the Board is reviewing its exploration strategy with a view to utilizing its cash resources to create the best value for shareholders over the near and medium term. As part of a refined strategy, more management and cash resources are likely to be focused on assisting and working with GMSI to procure granting of the few key licenses that Kolar Gold has prioritised. We are also in discussions with additional local mining and permitting partners to explore whether they can assist us with faster permitting in India. At this point in time, we have no reason to believe that we will not ultimately get the additional licenses as anticipated.

 

It is hoped that the MMDR, once passed, will create a better legislative environment for attracting investment and technology to the mining sector. This would help India to develop its mining sector to its full potential with companies in the sector operating to international best practice standards. Recent clampdowns on illegal mining will also assist in this area.

 

On the exploration front, there have been encouraging exploration results at South Kolar with the two rig programme confirming some high grade veins and wider low grade sections at NE Chigargunta and Mallappakonda areas. The historic gold resource at the Mallappakonda deposit of 61,527oz defined by the Minerals Exploration Corporation Limited has been more than trebled to 195,000 oz of gold. There remains considerable scope to add more ounces to this deposit with further resource drilling.

 

Whilst we still have preferential rights over the Kolar belt projects, the permitting processes and forestry approvals are more complicated than expected, even over the asset over which we have rights. The granting of approvals from organisations like the forestry commission has been slow and unpredictable and this had had an impact on our rate of exploration. We have, however, drilled more than 8,000m and we are consolidating and interpreting all the data generated. A phase 2 drilling programme of 160 holes has been submitted to the authorities and we expect to start drilling again as soon as the approvals are received, subject to prioritising the use of our cash resources.

 

Under the terms of its grant, the South Kolar prospecting license expired on 17 July 2012, and in accordance with industry practice GMSI applied for a renewal of this license on 17 April 2012. This site was inspected by the Department of Mines and Geology, Government of Andhra Pradesh, on 11 July 2012 and to date GMSI has not received any subsequent communication from the Department of Mines and Geology. Under the terms of the license, the State Government has the right to dispose of the prospecting license prior to the expiry date. If this does not happen, the prospecting license is then deemed to be renewed.

 

Our balance sheet remains strong, with more than £8m in cash at year end, providing us with sufficient funds to execute our current exploration programme, which is under constant review, for the next 12-18 months. We continue to work ever more closely with our partners, including GMSI, on permitting and exploration.

 

Our relationship with BGML ex-employees and their representative bodies remains strong and together we are progressing the historic BGML mine revival project in the Supreme Court to secure a final verdict to proceed with the sale tender process.

 

We also continue to review a number of additional quality gold projects in India with a view to expanding our portfolio of licences and licence applications, if that provides a better and enhanced way of developing shareholder value within a reasonable timeframe.

 

We have confirmed we are in a very prospective gold province and have now established our presence in India. Our foundations are set, the portfolio of licences and licence applications is outstanding and our priority focus remains execution of permits in key areas with our collective resources and local partners. We are committed to building the leading gold explorer and mine developer in India.

 

Finally, I have to report the resignation of Richard Johnson, our COO in India. The Company remains well served by a strong technical team which will expand as Kolar Gold grows.

 

Harvinder Hungin

Chairman

Kolar Gold Limited

7th December 2012

 

Chief Executive Officer's Report

 

In the last 12 months, we have made solid progress both operationally and in respect of corporate activities.

 

Firstly, we successfully upgraded the JORC gold resource at our Mallappakonda deposit in the South Kolar licence area (GP 13) from 61,527 to 195,000 ounces of gold. This brings our total JORC compliant resource to date to approximately 226,000 ounces of gold. Mallappakonda and Chigargunta remain our priority targets for further resource drilling. A number of gold prospects in the South Kolar license area have been confirmed from significant anomalies via an Induced Polarisation survey, geochemical analysis of samples, detailed mapping, filtering magnetics and interpretation. It is expected that these targets will be further drilled in the next phase of exploration.

 

Secondly, given the slower than expected grant of new licenses we have increased efforts with our local partners to expedite permitting on priority licenses. Permitting in India is a complex and lengthy process which needs continual application of key resources to move files through a large number of bureaucratic steps. Our established partner, GMSI, a Bangalore based exploration group, is one of the few private groups that has succeeded by securing 22 Reconnaissance Permits and 2 Prospecting Licences in the gold sector a number of which we have rights over. We continue to work closely with GMSI and are also in discussion with a number of other sizeable mining partners who regularly and successfully achieve permit grants in their sphere of business.

 

SUN performance warrants

 

KG has granted their local partner SUN Mining, two tranches of Performance Warrants to be issued for assisting with operations in India and performing an agreed set of services. SUN is due to receive its first set of warrants and the board intends to issue these in due course.

 

Exploration Programme

 

We have established our operations at South Kolar with an office, accommodation and a workshop in the area and have been employing approximately 30 local people on the drill programme and exploration support services.

 

Kolar Gold has been working closely with GMSI geologists on drilling and exploration work at South Kolar. To date 8,000m of both Reverse Circulation (RC) and diamond drilling has been completed on our target deposits and prospects. Drilling has principally targeted known zones of mineralisation and extensions of auriferous lodes previously mined at the Chigargunta mine in the south and the Bisanatham mine in the north of the licence area.

 

The Drilling in the South Kolar prospect at NE Chigargunta, the Chigargunta Eastern lodes and the Mallappakonda deposit has successfully validated historical drilling results and also provided valuable fresh geological data on the host rocks and structural controls to mineralisation.

 

Following a thorough review of exploration data in February 2012 all data generated from stage one of the drilling programme that had been underway in 2011 was consolidated, digitised and interpreted. This data included full surface geological mapping, a reinterpretation of the geophysics, a 40 km line of detailed Induced Polarisation surveys (IP), which confirmed the continuity of auriferous structures previously mined at the Chigargunta and Old Bisanatham mines, and a structural analysis. The revised interpretation also identified a number of significant anomalies along the north-south trend of the greenstone belt that indicated a number of good target areas for drilling.

 

This IP data was combined with a large database of information comprising ASTER imaging, close spaced ground magnetics, IP surveys, mapping, Reverse Circulation ("RC") and diamond drilling. This in turn has assisted with the identification of larger structural anomalies, likely mineralisation trends and drill target generation.

 

A drill plan has been drawn up for an additional 160 drill holes in the Chigargunta and Mallapakonda areas, to be implemented upon obtaining forestry permission, subject to prioritizing the use of our cash resources. The application for this permit has been submitted to the authorities and is being expedited with priority.

 

Chigargunta NE and Eastern Lodes

 

Gold mineralisation is localised along shear zones, characterised by profuse quartz veining and hydrothermal alteration. The current Chigargunta NE JORC compliant resource is 13,182 ounces of gold due to limited drilling under the earlier Reconnaissance Permit.

 

Currently, in Chigargunta NE, we have completed thirteen diamond drill holes, with all holes intersecting mineralised zones. Logging, sampling and further assays are underway and a full review of data and geological modelling is being carried out.

 

The Chigargunta Eastern Lodes are mapped and identified on surface. An access road was cut and a small causeway built for the core rig; drilling commenced there in October 2011. A further drilling programme, subject to our prioritising and our cash reserves, is proposed upon the granting of the forestry permit.

 

Mallappakonda

 

The Mallappakonda deposit was first identified during regional exploration conducted by the Geological Survey of India to the south of Kolar Gold Fields in 1975-79. The mineralisation here occurs as sulphidic zones associated with banded iron formation within mafic units. Several substantial ancient workings are seen at surface. Of the 800m strike length of mineralisation at the end of the prominent Mallappakonda Hill, only 150m has been evaluated with drilling. Historically there have been three levels of underground development.

 

The newly revised Mallappakonda gold resource, which was calculated from recent and historical drill data, is 3.46 million tonnes of ore at an average grade of 1.76 g/t gold, containing 195,000 ounces of gold. The revised resource estimate has been compiled by the Company's Competent Person, Mr Andrew J Vigar of Mining Associates and all work has been conducted under JORC guidelines.

 

Further resource delineation work is proposed at the Mallappakonda deposit via an additional 40 surface drill holes and, subject to prioritising and cash reserves, an underground programme of resource drilling from two existing adits. Clearing work has been undertaken and approvals have been sought to reopen the adits in preparation for underground drilling.

 

Bharat Gold Mines Limited (BGML) Acquisition

 

Kolar Gold, jointly with its partner, the combined BGML ex-employee unions, and with the assistance of SUN Mining, continues to make progress with the Government of India in the pursuit of the acquisition and development of the BGML mine assets. The matter has been passed to the Supreme Court for final direction on the tender sale process. We are encouraged with the recent agreement in the Supreme Court to proceed with the sale and revival of the BGML mine by tender process. We are awaiting the court order to ratify this process and the issue of the sale tender documents which have been drafted by Ernst & Young as advisors to the government.

 

We believe that exploration and development of the Kolar Gold Projects, which surround the historic BGML mines, will demonstrate our commitment to gold exploration in this region and should assist this process. Any acquisition of the assets would require additional funding from the market.

 

The next 12 months are expected to be a very busy time for Kolar Gold as we build a strong presence in India and proceed with focussed effort on permitting and selective exploration of these potentially world class gold assets.

 

Nick Spencer

Chief Executive Officer

Kolar Gold Limited

7th December 2012

 

Kolar Gold Limited and its controlled entities

Consolidated Statement of Comprehensive Income

for the year ended 30 June 2012

 

 

Group

Note

2012£

2011£

SUN Mining warrants expensed for services

9

(571,391)

(547,006)

Broker warrants expensed for services

9

-

(492,510)

Shares and options issued by Kolar Gold plc to employees and consultants

9

-

(294,241)

Options to Directors

9

-

(374,975)

Salaries and wages

(514,527)

(697,008)

Other administrative expenses

(1,390,482)

(818,127)

Loss from operating activities

(2,476,400)

(3,223,867)

Finance income

147,889

530

Finance costs

(1,087)

(32,953)

Net financing income/(expense)

146,802

(32,423)

 

Loss before tax

(2,329,598)

(3,256,290)

 

Income tax expense

5

-

-

 

Loss for the year

(2,329,598)

(3,256,290)

 

 

Other comprehensive loss

Foreign exchange translation variances

(52,788)

142,231

 

Total comprehensive loss for the year

(2,382,386)

(3,114,059)

 

Basic and diluted loss per share (p)

 

11

 

 

2.33

 

 

5.69

 

All results are derived from continuing activities.

 

 

 

Kolar Gold Limited and its controlled entities

Consolidated Statement of Financial Position

as at 30 June 2012

 

Group

Note

2012

£

2011

£

Non-current assets

Plant and equipment

25,238

21,859

Exploration and evaluation assets

6

5,496,153

4,496,933

Total non-current assets

5,521,391

4,518,792

Current assets

Trade and other receivables

54,824

59,642

Prepayments and other assets

50,687

37,751

Cash and cash equivalents

8,131,892

11,544,630

Total current assets

8,237,403

11,642,023

Total assets

13,758,794

16,160,815

Current liabilities

Trade and other payables

7

423,513

1,085,852

Employee benefits

8

178,956

113,416

Total current liabilities

602,469

1,199,268

Non-current liabilities

Employee benefits

8

2,992

43,457

Total non-current liabilities

2,992

43,457

Total liabilities

605,461

1,242,725

Total net assets

13,153,333

14,918,090

Equity

Share capital

7,010,625

7,001,696

Share premium

15,700,535

15,663,226

Reserves

4,095,798

3,577,195

Accumulated losses

(13,653,625)

(11,324,027)

 

Total equity

13,153,333

14,918,090

 

These financial statements were approved by the Board of Directors on 7th December 2012 and were signed on its behalf by:

 

Harvinder Hungin

Chairman

 

 

Kolar Gold Limited and its controlled entities

Consolidated Statement of Changes in Equity

for year ended 30 June 2012

 

Share capital

 

Share premium

Share based payment

reserve

Foreign exchange translation reserve

Accumulated losses

Total equity

£

£

£

£

£

£

 

Balance at 1 July 2010

3,544,336

3,715,557

696,321

(75,327)

(8,067,737)

(186,850)

 

Loss for the year

-

-

-

-

(3,256,290)

(3,256,290)

Other comprehensive loss - foreign exchange translation variances

-

-

-

142,231

-

142,231

Total comprehensive loss for the year

-

-

-

142,231

(3,256,290)

(3,114,059)

Issue of ordinary shares

3,735,150

13,816,568

-

-

-

17,551,718

Cancellation of shares

(277,790)

277,790

-

-

-

-

Share issue costs

-

(2,146,689)

-

-

-

(2,146,689)

Equity-settled transactions

-

-

2,813,970

-

-

2,813,970

Total contributions by and distributions to owners

3,457,360

11,947,669

2,813,970

-

-

18,218,999

 

Balance at 30 June 2011

7,001,696

15,663,226

3,510,291

66,904

(11,324,027)

14,918,090

Loss for the year

-

-

-

-

(2,329,598)

(2,329,598)

Other comprehensive loss - foreign exchange translation variances

-

-

-

(52,788)

-

(52,788)

Total comprehensive loss for the year

-

-

-

(52,788)

(2,329,598)

(2,382,386)

Issue of ordinary shares

8,929

37,309

-

-

-

46,238

Equity-settled transactions

-

-

571,391

-

-

571,391

Total contributions by and distributions to owners

8,929

37,309

571,391

-

-

617,629

 

Balance at 30 June 2012

7,010,625

15,700,535

4,081,682

14,116

(13,653,625)

13,153,333

 

Kolar Gold Limited and its controlled entities

Consolidated Statement of Cash Flows

For the year ended 30 June 2012

 

Note

2012

2011

£

£

Cash flows from operating activities

Loss for the year

(2,329,598)

(3,256,290)

Adjustments for:

Depreciation

6,720

4,439

Net financing (income)/expense

(144,045)

1,945

Foreign exchange variances

(16,930)

(60,846)

Equity-settled transactions

9

571,391

1,708,732

Operating loss before changes in working capital and provisions

(1,912,462)

(1,602,020)

Change in trade and other receivables

25,049

(24,140)

Change in other current assets

(12,936)

(33,099)

Change in trade and other payables

(712,646)

794,308

Change in employee benefits

25,075

79,424

Cash used in operating activities

(2,587,920)

(785,527)

Interest and finance costs paid

(1,087)

(2,475)

Net cash used in operating activities

(2,589,007)

(788,002)

 

 

Cash flows from investing activities

Interest received

124,900

530

Payments for exploration and evaluation assets

(948,912)

(2,189,930)

Payments for plant and equipment

(11,292)

(7,577)

Net cash used in investing activities

(835,304)

(2,196,977)

 

 

Cash flows from financing activities

Proceeds from the issue of convertible notes

-

250,000

Proceeds from issues of equity securities per Initial Public Offering

-

12,000,000

Proceeds from other share issues

46,238

3,645,000

Payment of share issue costs

-

(2,108,630)

Net cash from financing activities

46,238

13,786,370

Net increase/(decrease) in cash and cash equivalents

(3,378,073)

10,801,391

Foreign exchange gain/(loss) on opening cash balances

(34,665)

3,829

 

Cash and cash equivalents at 1 July

11,544,630

739,410

 

Cash and cash equivalents at 30 June

8,131,892

11,544,630

 

The notes are an integral part of the consolidated financial statements 

 

 

Notes to the financial statements 

 

 

5. Income tax expense

 

2012

2011

£

£

 

Current tax expense

Current year

-

-

Deferred tax expense

Origination and reversal of temporary differences

-

-

Tax expense in income statement

-

-

 

Reconciliation of effective tax rate

 

2012%

 

2012£

 

2011%

 

2011£

Loss for the year

(2,329,598)

(3,256,290)

Total income tax for the year

-

-

Loss excluding income tax

(2,329,598)

(3,256,290)

Income tax using the Company's domestic rate

(0.0)

-

(0.0)

-

Effect of tax rates in foreign jurisdictions

(305,409)

(521,515)

Non-deductible expenses

128,961

97,426

Current year losses for which no deferred tax asset was recognised

176,448

424,089

Total current tax benefit

-

-

-

-

 

 

A deferred tax asset of £3,107,096 (2011: £2,930,648) has not been recognised in respect of losses, as there is currently uncertainty surrounding the recoverability of such assets.

 

 

6.

Exploration and evaluation expenditure

2012

2011

£

£

Balance at beginning of year

4,496,933

-

Transferred from investments (a)

-

984,046

Acquisition of tenement rights

-

1,217,596

Payment to SUN Mining by the issue of shares (b)

-

1,749,936

Driiling expenses captialised

295,409

163,693

Geological services

158,604

74,439

Consultant reports

69,216

-

Salaries & wages

283,876

4,550

Other expenses capitalised

192,115

61,296

Foreign exchange variances

-

241,377

Balance at end of year

5,496,153

4,496,933

 

The recoverability of the carrying amounts of exploration and evaluation assets is dependent on the succcessful development and commercial exploitation or sale of the respective area of interest.

 

a Transfer from investments

At 30 June 2010 the Group had entered into an agreement to acquire interests in mineral exploration tenements in the Kolar region in India from Geomysore Services India (Private) Limited (GMSI). Under the terms of the agreement, at 30 June 2010 the Group had paid deposits totalling £984,046 and it was intended that the Group and GMSI would establish a joint venture to conduct exploration and evaluation of the mineral exploration tenements. This amount was classified as an investment as at 30 June 2010.

 

During the year ended 30 June 2011 the agreement with GMSI was renegotiated and new agreements were entered into. Under the terms of the new agreements the Group has acquired mineral exploration tenement rights from GMSI. While the Group will not have legal title to these tenements until transferred with Government approval, it will have contractual rights to exploit them once the required approvals have been granted. These tenement rights have been accounted for in accordance with the Group's accounting policy for exploration and evaluation expenditure which is set out in Note 1.9.

 

GMSI was granted a Prospecting License over South Kolar tenements in 2009 and the Group secured the exploration rights under the above agreement. Under the terms of its grant, the South Kolar prospecting license expired on 17th July 2012, and in accordance with industry practice GMSI applied for a renewal of this license on 17th April 2012. This site was inspected by the Department of Mines and Geology, Government of Andhra Pradesh, on 11th July 2012 and to date GMSI has not received any subsequent communication from the Department of Mines and Geology. Under the terms of the license, the State Government has the right to dispose of the prospecting license prior to the expiry date. If this does not happen, the prospecting license is then deemed to be renewed.

 

b Payment to SUN Mining by the issue of shares

On 8 April 2011 SUN Mining were issued 5,833,119 shares as payment for services with respect to securing the tenement right through completion of the agreements with GMSI. These shares were valued at 30p per share, a total cost of £1,749,936.

2012

2011

£

£

7.

Trade and other payables

Trade and other payables due to related parties

41,438

479,354

Other trade payables

137,431

447,050

Non-trade payables and accrued expenses

244,644

159,448

423,513

1,085,852

 

 

8.

Employee benefits

 

2012£

2011£

Current

Liability for annual leave

87,481

74,433

Liability for long service leave

91,475

38,983

178,956

113,416

Non-current

Liability for long service leave

2,992

43,457

181,948

156,873

9.

Share-based payments

 

a) Options

In prior periods, Kolar Gold (UK) Limited (previously Kolar Gold Plc) and Kolar Gold Limited issued options to directors, employees and long-term consultants to compensate them for services rendered and incentivise them to add value to the Group's longer term share value. When Kolar Gold Limited was created as the new holding company of the Kolar Gold Group, options previously issued by Kolar Gold (UK) Limited were exchanged for options over Kolar Gold Limited shares. Options issued comprise "Reward" Options in exchange for the provision of services and "Bonus" Options, which became receivable upon Kolar Gold Limited being admitted to trading on AIM on 17 June 2011. Each option entitles the holder to subscribe for one ordinary share in Kolar Gold Limited. Options do not confer any voting rights on the holder.

 

As at 30 June 2012, the following unexpired options were is existence over the shares of Kolar Gold Limited:

 

Name

Date of Grant

Ordinary Shares under option

Expiry Date

Exercise Price £

Nicholas Taylor Spencer 1

1.12.10

500,000

1.12.13

0.30

Richard Johnson 1

1.12.10

500,000

1.12.13

0.30

Non-Directors 1

5.5.10

150,000

5.05.13

0.30

Non-Directors 1

1.12.10

350,000

1.12.13

0.30

Norman Coldham-Fussell 2

1.12.05

675,000

17.06.14

0.40

Nicholas Taylor Spencer 2

1.12.05

1,350,000

17.06.14

0.40

Richard Johnson 2

1.12.05

675,000

17.06.14

0.40

Harvinder Hungin 3

10.6.11

450,000

10.06.16

0.40

Stephen Coe 3

10.6.11

350,000

10.06.16

0.40

Stephen Oke 3

10.6.11

350,000

10.06.16

0.40

5,350,000

 

 1 These share-based payment arrangements were originally in relation to options issued by Kolar Gold plc and vested immediately on grant date, having no vesting conditions. On 8 April 2011, these options were released by the option holders in exchange for options in Kolar Gold Limited. These options replaced the original options on identical terms granted to the same persons; they vested on grant date and are exercisable at any time before the date of lapse. Each option confers a right to one "B" class ordinary share at exercise prices of £0.30. The options are transferable, and on an alteration of the ordinary share capital of the Company by capitalisation or rights issue, consolidation, sub-division or reduction or other alteration, the number of ordinary shares subject to the Existing Options or the option price may be adjusted by the Board.

 

 

2 The Directors and Shareholders of Kolar Gold plc had previously resolved to grant options subject to completion of a successful Initial Public Offering to Norman Coldham-Fussell, Nicholas Spencer and Richard Johnson (Bonus Options) and a consultant. On admission of the Company's shares to trading on AIM on 17 June 2011, the bonus options were exchanged for options in respect of 2,700,000 Ordinary Shares in Kolar Gold Limited. This resulted in a modification, with 2,000,000 bonus options in being swapped for 2,700,000 reward options. As a result of this modification, an accounting charge of £92,650 was recognised in the year ended 30 June 2011 and the modified options vested on 17 June 2011 due to the IPO.

 

3 The above options were granted by Kolar Gold Limited on 10 June 2011 to directors. The options vested on grant date with no vesting conditions.

 

4,350,000 options expired on 1 December 2011 and no options were issued during the year ended 30 June 2012.

 

Inputs for measurement of grant date fair values

The grant date fair values of all options issued was measured based on the Black-Scholes formula. Expected volatility is estimated by considering historic average share price volatility. The inputs used in the measurement of the fair values at grant date of the share-based payment plans are the following:

 

Additional options

Kolar Gold Ltd

June 2011

Kolar Gold plc

Options

December 2010

2011

£

2011

£

Fair value at grant date

0.246

1.787

Share price at grant date

0.40

0.25

Exercise price

0.40

0.29

Expected volatility

74.1%

25%

Option life

3.0 years

4.3 years

Expected dividend

nil

nil

 

The number and weighted average exercise price of the options are as follows:

 

Weighted average exercise price £

Number of options

Weighted average exercise price

£

Number of options

2012

2012

2011

2011

Reward Option issued by Kolar Gold plc

Outstanding at the beginning of the year

-

-

0.231

4,500,000

Granted during the year

-

-

0.300

1,350,000

Cancelled and re-issued by Kolar Gold Limited during the year

-

-

0.247

(5,850,000)

Outstanding at the end of the year

-

-

-

-

 

Options issued by Kolar Gold Limited

 

Outstanding at the beginning of the year

0.307

9,700,000

-

-

Options originally in Kolar Gold plc re-issued by Kolar Gold Limited

-

-

0.247

5,850,000

Granted during the year

-

-

0.400

3,850,000

Expired during the year

0.228

(4,350,000)

-

-

0.372

5,350,000

0.307

9,700,000

 

 

b) Warrants

 

The following unexercised warrants existed as at 30 June 2012:

 

Name

Date of Grant

Ordinary Shares under option

Expiry Date

Exercise Price

£

 

Broker warrants Series 1 1

5.5.11

1,300,000

17.6.14

0.40

 

Broker warrants Series 2 2

17.6.11

1,500,000

17.6.14

0.60

 

SUN Mining initial warrants Series 1 3

24.2.11

2,916,559

24.2.12

Nil

 

SUN Mining initial warrants Series 2 3

24.2.11

2,916,559

24.2.13

Nil

 

SUN Mining initial additional warrants 3

24.2.11

3,499,871

24.2.13

VWAP 4

 

12,132,989

 

 

Each warrant entitles the holder to subscribe for one ordinary share in the Company. Warrants do not confer any voting rights on the holder. On 30 June 2011, there were 16,796,989 warrants in existence and on 1 March 2012, 4,664,000 warrants expired.

 

1

On 5 May 2011 the Company issued 1,000,000 warrants to Cenkos Securities plc and 300,000 warrants to Ocean Equities Limited in consideration for historical services provided by them as brokers to Kolar Gold plc. These warrants have an exercise price of 40 pence per share and expire on 17 June 2014.

 

2.

On 17 June 2011 the Company's shares listed for trading on AIM, entitling Cenkos Securities plc and Ocean Equities Limited to 750,000 warrants each. These warrants have an exercise price of 60 pence and expire on 17 June 2014.

 

3

On 24 February 2011 the Company entered into an agreement to issue warrants to SUN Mining, pursuant to the following agreement. Under the terms of this agreement, subject to satisfaction of the conditions necessary to give effect to the share swap and restructure:

 

(a) Kolar Gold Limited issued to SUN Mining 5,833,119 Ordinary Shares, in consideration for SUN Mining providing services with respect to securing the tenement rights in the Kolar Gold Fields through the agreements with GMSI. These shares were valued at 30 pence and the total cost of £1,749,936 has been capitalised as exploration expenditure (see Note 6);

 

(b) Kolar Gold Limited has agreed to issue the following Ordinary Shares (such agreement being reflected by the grant to SUN Mining of warrants):

(i) 2,916,559 Shares, subject to SUN performing certain ongoing services for 12 months; and

(ii) a further 2,916,559 Shares, subject to SUN:

A) performing such ongoing services for 24 months; and

B) assisting Kolar Gold Limited to acquire the BGML Assets;

 

The 2,916,559 SUN Mining warrants Series 1 were not exercised by SUN Mining by the expiry date of 24 February 2012, due to dealings in the Company's shares being restricted under the AIM rules in a closed period. SUN Mining is entitled to exercise these warrants immediately after the closed period.

 

(c) Kolar Gold agreed to grant SUN the Additional Warrant in consideration for services already received in respect of securing the tenement rights in the Kolar Gold Field, being:

(i) a right by SUN to subscribe for 3,499,871 Ordinary Shares in cash;

(ii) at the subscription price equal to the VWAP for the 3 months prior to exercising the option; and with an expiry date of 2 years from the date of the agreement.

 

4

Volume weighted average price

 

Inputs for measurement of grant date fair values

The grant date fair values of warrants issued or agreed to be issued were measured based on the Black-Scholes formula, or in the case of the SUN Mining Additional Warrants, the Monte Carlo simulation method was used.

 

Expected volatility is estimated by considering historic average share price volatility. The inputs used in the measurement of the initial fair values at grant date of the share-based payment plans are the following:

 

SUN Mining Initial warrants Series 1

£

SUN Mining Initial warrants Series 2

£

Broker warrants

Series 1

£

Broker warrants

Series 2

£

SUN Mining additional warrants

£

Fair value at grant date

0.30

0.30

0.199

0.155

0.027

Share price at grant date

0.30

0.30

0.40

0.40

0.300

Exercise price

nil

nil

0.40

0.60

3 months VWAP*

Expected volatility

74.1%

74.1%

74.1%

74.1%

74.1%

Warrant life

2 years

3 years

3.1 years

3 years

2 years

Expected dividend

nil

nil

nil

nil

nil

 

* Volume weighted average price

 

Vesting conditions require that the charge for the SUN Mining Initial warrants Series 1 and 2 be spread over the service period. The fair value of the identifiable services received in exchange for these warrants cannot be reliably measured under IFRS 2 therefore their fair value has been determined by reference to the fair value of the equity instruments provided measured over the period of time that the services are received. This has resulted in a lower average fair value in the current year.

 

 c) Share-based payment expense recognised in the income statement

 

2012

£

2011

£

SUN Mining Initial warrants Series 1

339,481

302,044

SUN Mining Initial warrants Series 2

231,910

150,815

SUN Mining Additional warrants

-

94,147

Brokers Warrants Series 1

-

258,960

Brokers Warrants Series 2

-

233,550

Bonus options (reissued) to directors

-

92,650

Options issued to non-executive directors

-

282,325

Shares and options issued by Kolar Gold plc during the period 1 July 2010 to 31 December 2010

-

294,241

Total share-based payment expense

571,391

1,708,732

 

 

11. Loss per share

 

The calculation of basic loss per share at 30 June 2012 was based on the loss of £2,329,598 (2011: £3,256,290), and a weighted average number of ordinary shares outstanding of 100,124,647 (2011: 57,184,802), calculated as follows:

 

2012

2011

£

£

Loss attributable to ordinary shareholders

2,329,598

3,256,290

Weighted average number of ordinary shares

'000

'000

Issued ordinary shares at 1 July

100,024

46,665

Effect of shares issued during the year

101

10,520

 

Weighted average number of shares at 30 June

100,125

57,185

 

Diluted loss per share

Options and warrants granted to the Directors, staff and external consultants are considered to be potential ordinary shares and have not been included in the determination of diluted loss per share because they are not considered to be dilutive. The options have not been included in the determination of the basic loss per share.

 

 

 

2012 pence per share

2011 pence per share

Basic and diluted loss per share

2.33

5.69

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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