TIDMWSBN
RNS Number : 8938C
Wishbone Gold PLC
30 June 2016
30 June 2016
Wishbone Gold Plc
Wishbone Gold Plc / Index: AIM / Epic: WSBN / Sector: Natural
Resources
Wishbone Gold PLC ("Wishbone Gold" or the "Company")
Final Results
Wishbone Gold Plc, the precious metals trading and exploration
company, announced its final results for the year ended 31 December
2015.
Financial Overview
At the end of the period under review, Wishbone Gold held cash
balances totalling US$263,741 (2014: US$303,790). Since then the
Company agreed a loan facility with Sanderson. Administrative
costs, including interest during the year totalled US$651,886
(2014: US$673,085).
General Highlights
-- Acquisition of Precious Metals International Ltd and Black
Sand FZE, expanding the remit of the Company into precious metals
trading with the main operations based in Dubai.
-- In June debt facility raised from Sanderson Capital of
$3m.
-- Change of Advisor - Allenby as Nominated Adviser on 10(th)
March, 2016.
-- On 27(th) August 2015 the Company raised GBP250,000 in a
placing at 0.25p per share.
-- On 11(th) September the Company settled GBP992,123 of debts
including outstanding directors' fees and expenses and repaid loans
from the Black Swan group through the issue of 396,849,229 shares
at a price of 0.25p per share.
Outlook
Gold prices gained more than 16 percent in the first four months
of 2016 and tested the USD1,300 per ounce in May 2016. Though they
have fallen back a little, the upward trend remains as China, India
and Russia continue to shore up reserves. Margins in the trading
business are essentially fixed so a rise in the gold price leads to
a corresponding increase in profitability for the trading. This
offers Wishbone Gold plc an increasingly optimistic outlook, as the
dual approach of exploration and trading in precious metals offers
additional options in terms of achieving profitability and cash
flow.
Comment - Chairman Richard Poulden
"Wishbone Gold plc continued our exploration activities in
Australia during the year and in particular benefited on our main
properties of White Mountains and Wishbone II from the Industry
Priorities Initiative of the Future Resources Program. This is a
Queensland Government funded piece of work with a brief of
correcting existing geological mapping and comparing like systems;
for example, an exploration prospect might have comparable
structures to an existing mine.
However, one of the most significant recent events for the
Company occurred just after the year end, on 4(th) February 2016.
This was the acquisition of Precious Metals International Ltd and
Black Sand FZE. This takes our group into precious metals trading
with the main operations based in Dubai and this new expansion of
the business enhances both opportunity for the business, and
increased options in terms of achieving profitability and cash
flow."
Matters Raised by the Independent Auditors
The Directors wish to bring to shareholders' attention the
following matters raised in the Independent Auditor's Report.
Basis for qualified opinion
Other administrative costs in the reporting year as per note 5
includes amounts totalling US$98,100 paid by the Company in
relation to travel expenses. We were unable to obtain adequate
assurance regarding whether these amounts paid relate to services
duly received by the Group and Company. Consequently, we were
unable to determine whether any adjustments to these amounts were
necessary.
Qualified opinion arising from limitation in audit scope
In our opinion, the financial statements:
-- give a true and fair view, except for any adjustments that
might have been found to be necessary had we been able to obtain
sufficient evidence concerning travel expenses, in accordance with
IFRS, of the state of the Group's and Company's affairs as at 31
December 2015 and of the Group's and Company's loss and cash flows
for the year then ended; and
-- have been properly prepared in accordance with the Companies Act.
However, in respect alone of the limitation on our work relating
to other administrative expenses:
-- we were unable to determine whether proper accounting records had been maintained; and
-- we have not obtained all the information and explanations
that we considered necessary the purpose of our audit.
For further information, please contact:
Wishbone Gold Plc
Richard Poulden, CEO Tel: +44 207 812 0645
Allenby Capital
Virginia Bull / James Thomas Tel: +44 20 3328 5656
Damson Communications
Abigail Stuart-Menteth Tel: +44 207 812 0645
Amelia Hubert
Wishbone Gold Plc
Chairman's Report
Dear Shareholders,
We continued our exploration activities in Australia during the
year and in particular have benefited on our main properties of
White Mountains and Wishbone II from the Industry Priorities
Initiative of the Future Resources Program. This is a Queensland
Government funded piece of work with a brief of correcting existing
geological mapping and comparing like systems; for example, an
exploration prospect might have comparable structures to an
existing mine. I will discuss the implications of this for us
below.
Expansion into gold trading
However, one of the most significant recent events for your
company occurred just after the year end, on 4(th) February 2016.
This was the acquisition of Precious Metals International Ltd and
Black Sand FZE. This takes our group into precious metals trading
with the main operations based in Dubai.
The UAE provides the ideal gold trading base as a high liquidity
marketplace. In 2013 (the last year for which clear data is
available), 40% of the world's physical gold was traded through
Dubai. The UAE charges no company or personal tax, no import or
export tax on gold or silver, and offers a politically stable
climate from which to trade. It has become a key point in the
global physical gold marketplace.
Black Sand is the operating trading company, which is a Free
Zone Enterprise licensed in the Emirate of Ajman, but with its
logistical and operating base in Dubai. It trades physical precious
metals (primarily gold but some small quantities of silver)
bringing this in as doré (a semi pure gold bar) or ore for smelting
and assaying in Dubai.
The shipments are made against letters of credit for an
estimated value of each shipment but the final purchase price of
the gold is only established once the assay has been performed in
Dubai. Both the sale and the purchase price are then fixed on the
basis of that assay and thus Black Sand's positions are effectively
continuously hedged.
Currently our contracts are mainly with South America but we
intend in future to expand to other geographic areas.
In June we raised a debt facility from Sanderson Capital of $3m.
The terms of this facility are:
-- Initial term of two years
-- Interest at 2% per annum
-- Facility fee of 38,657,037 ordinary shares of 0.1 pence each,
equivalent to 10% of the total amount of facility at the prevailing
share price
-- A trading override of 0.5% of gold traded using the Sanderson facility
This new expansion of our business does not mean that we are
giving up on exploration but it does mean that we have some other
options in terms of achieving profitability and cash flow.
Industry Priorities Initiative of the Future Resources
Program.
One of the projects in the program concerns prospectivity of
north-east Queensland for intrusion-related hydrothermal mineral
systems like that targeted in the Wishbone Gold tenements. The
project aims to map and further define regional geology, addressing
limitations in current published geological maps and providing a
more comprehensive understanding of the metallogeny, geophysical
and geochemical signatures of intrusion related deposits in the
Charters Towers Region.
The project is managed by the Department of Natural Resources
and Mines, through the Geological Survey of Queensland. The scope
of the project was jointly defined by Terra Search (who are
Wishbone's subcontract geological team) and Klondike Exploration
Services, in consultation with the Geological Survey of Queensland
(GSQ) and James Cook University (JCU), taking into account feedback
from other parties.
One direct benefit to Wishbone from an exploration point of view
was being able to link data from sites contiguous to White
Mountains (EPM 18393). This included drilled gold prospects, most
notably Granite Castle which has an identified JORC inferred
resource and which has since progressed to a Mineral Development
Licence (held by Mantle Mining Pty Ltd). Some of the trends
associated with this resource were confirmed as extending along
strike into the White Mountains EPM.
Further sections of the Initiative coincided with the Wishbone
Gold tenement suite and spoke to the classification and
interpretation of known mineral occurrences in the broader Charter
Towers region. The Oaky Mill prospect (Wishbone II, EPM 18396) was
one such occurrence. Geochemical thematic maps from neighbouring
tenures were released as a result of the initiative and
re-interpretation of this data will assist ongoing exploration.
Organisation and staff changes
Clive Hyman stopped working for the Company on 15(th) September
2015 following the cessation of his consultancy with Black Swan
Plc, which had supplied his services to the Company. Following the
acquisition of Black Sand FZE, we have moved all of the Company's
accounting and administration to Dubai.
You will see that the accounts have been qualified due to a
portion of the records being unavailable. I would emphasise that
this qualification relates solely to the holding company and not to
the Australian subsidiary where the accounting work is done by PKF
and where all of the group's main assets are held. This relates
only to a proportion of the expenses and as a board we can assure
you that these were validly incurred on behalf of the Company. We
have moved to address the issues with the finance function and the
changes made will ensure that nothing similar happens in
future.
For our exploration operations in Australia we will continue to
subcontract the work to Terra Search and the accounting to PKF.
The Gold Market
Gold prices gained more than 16 percent in the first four months
of 2016 and tested the US$1,300 per ounce in May 2016. Though they
have fallen back a little, the upward trend remains as China, India
and Russia continue to shore up reserves. Margins in the trading
business are essentially fixed so a rise in the gold price leads to
a corresponding increase in profitability for the trading.
Change of Advisors
On 11 March 2016, the Company appointed Allenby Capital Limited
as its nominated adviser. This was in the light of Sanlam's
decision to sell its London advisory business and the fact that
their key employees moved to Allenby. However, on another note, I
have worked with Allenby before and look forward to doing so
again.
Financial Overview
At the end of the period under review, Wishbone Gold held cash
balances totalling US$263,741 (2014: US$303,790). Since then we
have agreed the loan facility with Sanderson described above.
Acquisition costs of US$195,775 have been incurred during the year
on acquisitions which were aborted. Accordingly, these have been
written off. The Directors are all paid minimal salaries and, at
the Company's option, these can be paid in ordinary shares. During
the period under review and during the current year all directors'
salaries have been paid in shares in this way. Administrative
costs, including interest during the year totalled US$651,886
(2014: US$673,085).
During the financial year the following key events occurred:
-- On 27th August 2015 the Company raised GBP250,000 in a placing at 0.25p per share.
-- On 11th September the Company settled GBP992,123 of debts
including outstanding directors' fees and expenses and repaid loans
from the Black Swan group through the issue of 396,849,129 shares
at a price of 0.25p per share.
-- On 5(th) February 2016, Wishbone acquired Precious Metals
International Ltd ("PMI") and its wholly owned subsidiary, Black
Sand FZE ("Black Sand") (together Black Sand and PMI and "the PMI
Group") in an all share transaction.
In conclusion, I would like to thank the board, management team
and all our advisers for their hard work during the year and to
express all our thanks to you our shareholders for your continuing
support. I am of the belief that this will be vindicated by
performance in future.
___________________________
R O'D Poulden
Chairman
30 June 2016
Independent auditors' report to the shareholders of Wishbone
Gold Plc
We have audited the consolidated financial statements ("the
financial statements") of Wishbone Gold Plc ("the Company") and its
subsidiaries ("the Group") for the year ended 31 December 2015
which comprise the consolidated income statement, the consolidated
statement of comprehensive income, the consolidated statement of
financial position, the company statement of financial position,
the consolidated statement of changes in equity, the company
statement of changes in equity, the consolidated statement of cash
flows, the company statement of cash flows and the related notes.
These financial statements have been prepared under the accounting
policies set out therein.
This report, including the opinion, has been prepared for and
only for the Company's shareholders as a body in accordance with
Section 257 of the Companies Act and for no other purpose. We do
not, in giving this opinion, accept or assume responsibility for
any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
Directors' responsibilities for the financial statements
The directors are responsible for the preparation and true and
fair presentation of these financial statements in accordance with
applicable laws in Gibraltar and International Financial Reporting
Standards, as adopted for use in the European Union ("IFRS"). This
responsibility includes: designing, implementing and maintaining
internal control relevant to the preparation and true and fair
presentation of financial statements that are free from material
misstatement, whether due to fraud or error; selecting and applying
appropriate accounting policies; and making accounting estimates
that are reasonable in the circumstances.
Auditor's responsibilities
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with International Standards on Auditing. Those standards require
that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance whether the 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 judgement, 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 true 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 the directors, as well as
evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our qualified
audit opinion.
Basis for qualified opinion
Other administrative costs in the reporting year as per note 5
includes amounts totalling US$98,100 paid by the Company in
relation to travel expenses. This amount is only a proportion of
the total travel costs. We were unable to obtain adequate assurance
regarding whether these amounts paid relate to services duly
received by the Group and Company. Consequently, we were unable to
determine whether any adjustments to these amounts were
necessary.
Qualified opinion arising from limitation in audit scope
In our opinion, the financial statements:
-- give a true and fair view, except for any adjustments that
might have been found to be necessary had we been able to obtain
sufficient evidence concerning travel expenses, in accordance with
IFRS, of the state of the Group's and Company's affairs as at 31
December 2015 and of the Group's and Company's loss and cash flows
for the year then ended; and
-- have been properly prepared in accordance with the Companies Act.
Opinion on other matter prescribed by the Companies Act
In our opinion the information given in the Director's Report
for the financial year for which the financial statements are
prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act requires us to report to you if, in our
opinion:
-- if information specified by law regarding directors'
remuneration and other transactions is not disclosed.
However, in respect alone of the limitation on our work relating
to other administrative expenses:
-- we were unable to determine whether proper accounting records had been maintained; and
-- we have not obtained all the information and explanations
that we considered necessary the purpose of our audit.
Samuel Vidal Moses Cohen (Statutory Auditor)
for and on behalf of Benady Cohen & Co Limited
Chartered Accountants
21 Engineer Lane
Gibraltar
30 June 2016
Wishbone Gold PLC
Consolidated Income
Statement
for the year ended
31 December 2015
Notes 2015 2014
$ $
Abortive acquisition
costs 5 (195,775) (831,915)
Administrative expenses 5 (622,659) (663,083)
Operating loss 5 (818,434) (1,494,998)
Impairment of investments 12 (272,450) (1,086,395)
Interest expense (29,227) (10,002)
Loss before taxation (1,120,111) (2,591,395)
Taxation 7 - -
Loss for the financial
year (1,120,111) (2,591,395)
------------
Loss per share:
Basic and diluted (cents) 8 (0.273) (1.065)
------------ ------------
There are no recognised gains or losses other than disclosed
above and there have been no discontinued activities or
acquisitions in the year.
Wishbone Gold PLC
Consolidated Statement of
Comprehensive Income
for the year ended 31 December
2015
Notes 2015 2014
$ $
Loss for the year (1,120,111) (2,591,395)
Other Comprehensive loss
Exchange differences on translating
foreign operations 216,254 1,564
------------ ------------
Other comprehensive gain/(loss)
for the year, net of tax 216,254 1,564
Total comprehensive loss for
the year attributable to equity
------------ ------------
owners of the parent (903,857) (2,589,831)
------------ ------------
Wishbone Gold PLC
Consolidated Statement of Financial Position
as at 31 December 2015
Notes 2015 2014
$ $
Current assets
Trade and other
receivables 9 16,677 28,611
Cash and cash
equivalents 263,741 303,790
------------ ------------
280,418 332,401
------------
Non-current
assets
Intangible assets 10 404,179 409,409
Investments 11 91,152 384,537
------------ ------------
495,331 793,946
Total assets 775,749 1,126,347
------------ ------------
Current liabilities 13 200,661 1,250,467
Capital and
reserves
Share capital 15 1,128,351 419,146
Share premium 4,569,658 3,671,758
Share based
payment reserve 70,165 74,205
Accumulated
losses (5,311,437) (4,191,326)
Foreign exchange
reserve 118,351 (97,903)
------------ ------------
Total equity
and liabilities 775,749 1,126,347
------------ ------------
Wishbone Gold PLC
Company Statement of Financial Position
as at 31 December 2015
Notes 2015 2014
$ $
Current assets
Trade and other
receivables 9 511,077 452,888
Cash and cash
equivalents 215,750 300,719
------------ --------------
726,827 753,607
------------
Non-current
assets
Investments 11 255,287 558,122
------------ --------------
255,287 558,122
Total assets 982,114 1,311,729
------------ --------------
Current liabilities 13 182,778 1,232,390
Capital and
reserves
Share capital 15 1,128,351 419,146
Share premium 4,569,658 3,671,758
Share based
payment reserve 70,165 74,205
Foreign Exchange
Reserve 222,370 -
Accumulated
losses (5,191,208) (4,085,770)
------------ --------------
Total equity
and liabilities 982,114 1,311,729
------------ --------------
Wishbone Gold
PLC
Consolidated Statement
of Changes in Equity
for the year ended
31 December 2015
Share Foreign
Based Exchange
Share Share Payment Accumulated Translation Total
Capital Premium Reserve Losses Reserve Equity
$ $ $ $ $ $
Balance at
1 January 2014 286,351 1,535,399 29,449 (1,599,931) (99,467) 151,801
Shares issued
during the
year
(net of issue
costs) 132,795 2,136,359 - - - 2,269,154
Options issued
during the
year
(net of issue
costs) (note
16) - - 44,756 - - 44,756
Foreign
exchange - - - - 1,564 1,564
---------- ---------- -------- ------------- ------------ ---------------
Balance at
31 December
2014 419,146 3,671,758 74,205 (4,191,326) (97,903) (124,120)
Shares issued
during the
year
(net of issue
costs) 709,205 897,900 - - - 1,607,105
Loss for the
year - - - (1,120,111) - (1,120,111 )
Foreign
exchange - - (4,040) - 216,254 212,214
---------- ---------- -------- ------------- ------------ ---------------
Balance at
31 December
2015 1,128,351 4,569,658 70,165 (5,311,437) 118,351 575,088
---------- ---------- -------- ------------- ------------ ---------------
Wishbone Gold
PLC
Company
Statement
of Changes in
Equity DR
for the year
ended 31
December
2015
Share
Based
Foreign
Share Share Payment Accumulated Exchange Total
Capital Premium Reserve Losses Reserve Equity
$ $ $ $ $ $
Balance at 1
January 2014 286,351 1,535,399 29,449 (1,519,199) - 332,000
Shares issued
during the
year
(net of issue
costs) 132,795 2,136,359 - - - 2,269,154
Options issued
during the
year
(net of issue
costs) (note
16) - - 44,756 - - 44,756
Loss for the
year - - - (2,566,571) - (2,566,571)
---------- ---------- -------- -------------- ---------- ------------
Balance at 31
December 2014 419,146 3,671,758 74,205 (4,085,770) - 79,339
---------- ---------- --------- -------------- ---------- ------------
Shares issued
during the
year
(net of issue
costs) 709,205 897,900 - - - 1,607,105
Loss for the
year - - - (1,105,438) - (1,105,438)
Foreign
exchange - - (4,040) - 222,370 218,330
---------- ---------- -------- -------------- ---------- ------------
Balance at 31
December 2015 1,128,351 4,569,658 70,165 (5,191,208) 222,370 799,336
---------- ---------- -------- -------------- ---------- ------------
Wishbone Gold PLC
Consolidated Statement
of Cash Flows
for the year ended 31 December
2015
Notes 2015 2014
$ $
Cash flows from operating
activities
Loss before tax (1,120,111) (2,591,395)
Reconciliation to cash
generated from operations:
Foreign exchange loss 22,125 15,984
Interest expense 29,227 10,002
Impairment losses 272,450 1,086,395
Administrative expenses
converted into ordinary
shares 1,209,625 44,756
--------------- ------------
Operating cash flow before
changes in working capital 413,316 (1,434,258)
Decrease/(increase) in
receivables 11,934 13,744
(Decrease)/increase in
payables (816,781) 724,836
--------------- ------------
Cash outflow from operations (391,531) (695,678)
---------------
Cash flows from investing
activities
Expenditure/(income) on
exploration activities - (1,170)
---------------
Net cash flow from investing
activities - (1,170)
--------------- ------------
Cash flows from financing
activities
Issue of shares for cash 15 368,253 780,792
(Decrease)/increase in
borrowings 14 (233,025) 83,208
--------------- ------------
Net cash flow from financing
activities 135,228 864,000
---------------
Effects of exchange rates
on cash and cash equivalents 216,254 1,564
Net(decrease)/increase
in cash and cash equivalents (40,049) 168,716
Cash and cash equivalents
at 1 January 303,790 135,074
--------------- ------------
Cash and cash equivalents
at 31 December 263,741 303,790
--------------- ------------
Wishbone Gold PLC
Company Statement of Cash Flows
for the year ended 31 December
2015
2015 2014
$ $
Cash flows from operating activities
Loss before tax (1,105,438) (2,566,571)
Reconciliation to cash generated
from operations:
Foreign exchange loss 26,345 15,984
Interest expense 29,227 10,002
Impairment losses 272,450 1,086,395
Administrative expenses converted
into ordinary shares 1,209,625 44,756
---------------------------- ------------
Operating cash flow before
changes in working capital 432,209 (1,409,434)
(Increase)/decrease in receivables (58,189) 4,713
Decrease/(increase) in payables (816,587) 744,253
---------------------------- ------------
Cash outflow from operations (442,567) (660,468)
----------------------------
Cash flows from financing activities
Issue of shares for cash 368,253 780,792
(Decrease) / increase in borrowings (233,025) 83,208
---------------------------- ------------
Net cash flow from financing
activities 135,228 864,000
---------------------------- ------------
Effects of exchange rates on
cash and cash equivalents 222,370 -
Net (decrease)/increase in
cash and cash equivalents (84,969) 203,532
Cash and cash equivalents at
1 January 300,719 97,187
---------------------------- ------------
Cash and cash equivalents at
31 December 215,750 300,719
---------------------------- ------------
Wishbone Gold PLC
Notes to the Financial Statements for the year ended 31 December
2015
1. General information
The consolidated financial statements of Wishbone Gold Plc (the
"Company") and its subsidiaries (the "Group") for the year ended 31
December 2015 were authorised for issue in accordance with a
resolution of the Company's directors on 30 June 2016.
The Company was incorporated in Gibraltar under the name of
Wishbone Gold Plc as a public company under the Gibraltar Companies
Act. The authorised share capital of the Company is GBP1,000,000
divided into 1,000,000,000 shares of GBP0.001 each. The registered
office is located at G1 Haven Court, 5 Library Ramp, Gibraltar. The
principal activity of the Company is that of holding company of a
group which is engaged in mineral exploration.
On 2 July 2013, the Company approved the conversion of
GBP207,222 of expenses and debts into 11,841,307 ordinary shares to
the Directors at a price of 1.75p to satisfy debts and expenses
incurred on behalf of the Company.
On 18 December 2013 the Company approved the conversion of
GBP7,500 of expenses into 272,727 shares at the price of 2.75p.
On 7 March 2014 the Company issued 45,772,693 ordinary shares in
exchange for 1,031,360 ordinary shares in Global Resources
Investment Trust, net of issue costs of US$34,450.
The Company undertook a conditional Placing and Open Offer on 4
April 2014. A total of new issues, including commission shares, of
33,677,181 new ordinary shares were admitted to trading AIM on 28
April 2014 which raised US$780,792 net of expenses of
US$32,682.
On 17(th) July 2014, the Company approved the conversion of
GBP7,500 of expenses into 500,000 new ordinary shares at the price
of 1.5p.
On 1(st) September 2015, the Company approved the issue of
100,000,000 shares at a price of 0.25p per share to raise
GBP250,000 gross.
On 11th September the Company settled GBP992,123 of debts
including outstanding directors' fees and expenses and repaid loans
from the Black Swan group through the issue of 396,849,129 shares
at a price of 0.25p per share.
2. Accounting policies
Basis of preparation
The financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS") applied in accordance with
the provisions of the Gibraltar Companies Act.
In accordance with the Gibraltar Companies Act, the individual
statement of financial position of the Company has been presented
as part of these financial statements. The individual statement of
comprehensive income has not been presented as part of these
financial statements as permitted by Section 288 of the Act. The
individual statement of comprehensive income of the Company shows a
loss for the year of US$1,105,438 (2014: US$2,566,571).
IFRS is subject to amendment and interpretation by the
International Accounting Standards Board ("IASB") and the
International Financial Reporting Interpretations Committee
("IFRIC") and there is an on-going process of review and
endorsement by the European Commission. The accounts have been
prepared on the basis of the recognition and measurement principles
of IFRS that are applicable for the year commencing 1 January
2015.
The consolidated financial statements have been prepared under
the historical cost convention. The principal accounting policies
set out below have been consistently applied to all years presented
other than changes from the new and amended standards and
interpretations effective from 1 January 2015.
Going concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Chairman's Report and Directors' Report. The
financial position of the Group at the year end and its cash flows
and liquidity position are included in the consolidated statement
of financial position and the consolidated statement of cash flows.
As at 31(st) December 2015 the Group cash balances amounted to
US$263,741 and current liabilities, excluding directors and other
fees (amounting to US$51,371), were US$149,290. The Group closely
monitors and manages its capital position and liquidity risk
regularly throughout the year to ensure that it has sufficient
funds to meet forecast cash requirements and satisfy the working
capital requirements and proposed acquisition and exploration
activity.
On 3(rd) June 2016 the Company secured a loan facility of
US$3,000,000 to fund the Group's continuing operations. Whilst this
will primarily be utilised in the trading operations in Dubai it
also provides sufficient funding to continue the exploration
program in Australia.
Basis of consolidation
The Group's consolidated financial statements incorporate the
financial statements of the Company and its subsidiary prepared to
31 December each year. Control is achieved where the company has
power to govern the financial and operating policies of an investee
entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by the Group.
All intra-group transactions and balances and any unrealised
gains and losses arising from intra-group transactions are
eliminated in preparing the consolidated accounts.
In the parent company financial statements the investment in the
subsidiary is accounted for at cost.
Business combinations and goodwill
On acquisition, the assets and liabilities and contingent
liabilities of subsidiaries are measured at their fair values at
the date of acquisition. Any excess of cost of acquisition over the
fair value of identifiable net assets acquired is recognised as
goodwill. Any deficiency of the cost of acquisition below the fair
values of identifiable net assets acquired (i.e. discount on
acquisition) is credited to the income statement in the period of
acquisition. Goodwill arising on consolidation is recognised as an
asset and reviewed for impairment at least annually. Any impairment
is recognised immediately in the income statement and is not
subsequently reversed.
Exploration and evaluation assets
Costs arising from exploration and evaluation activities are
accumulated separately for each area of interest and only
capitalised where such costs are expected to be recovered through
successful development, or through sale, or where exploration and
evaluation activities have not, at the reporting date, reached a
stage to allow a reasonable assessment regarding the existence of
economically recoverable reserves.
Expenditure capitalised comprises direct costs that have a
specific connection with a particular area of interest. Capitalised
expenditure in respect of areas of interest is written off in the
income statement when the above criteria do not apply or when the
directors assess that the carrying value may exceed the recoverable
amount.
Capitalised costs in respect of an area of interest that is
abandoned are written off in the period in which the decision to
abandon is made.
Once production commences, capitalised expenditure in respect of
an area of interest will be amortised on a unit of production basis
by reference to the reserves of that area of interest.
Investments
Investments in group undertakings
Investments in group undertakings are measured at cost less any
impairments arising should the fair value after disposal costs be
lower than cost.
Investments held for resale
Investments held for resale are designated at fair value through
profit or loss at inception. Purchases and sales of investments are
recognised on the trade date, which is the date that the Group
commits to purchase or sell the asset. Investments are
de-recognised when the rights to receive cash flows from the
investments have expired or the Group has transferred substantially
all risks and rewards of ownership. Investments held for resale are
initially recognised at cost. Subsequent to initial recognition,
these investments held for resale are measured at fair value in the
statement of financial position. Gains and losses arising from
changes in the fair value of these assets are presented in profit
or loss in the period in which they arise. During the year the
group and Company recognised impairments of US$272,450 (2014 :
US$1,086,395).
Impairment
At each year end date, the Group reviews the carrying amounts of
its tangible and intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the assets
is estimated in order to determine the extent of the impairment
loss (if any). Where the asset does not generate cash flows that
are independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which the asset
belongs.
Recoverable amount is higher of fair value less cost to sell,
and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using pre-tax
discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset, for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (cash generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at revalued
amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (cash generating unit) in prior periods. A reversal
of impairment loss is recognised in the income statement
immediately.
Foreign currencies
The consolidated financial statements are presented in United
States Dollars ("US$"), the presentation and functional currency of
the Company. All values are rounded to the nearest US$.
Transactions denominated in a foreign currency are translated into
US$ at the rate of exchange ruling at the date of the transaction.
At the year end date, monetary assets and liabilities denominated
in foreign currency are translated at the rate ruling at that date.
All exchange differences are dealt with in the income
statement.
On consolidation, the assets and liabilities of foreign
operations which have a functional currency other than US$ are
translated into US$ at foreign exchange rates ruling at the year
end date. The revenues and expenses of these subsidiary
undertakings are translated at average rates applicable in the
period. All resulting exchange differences are recognised as a
separate component of equity. Foreign exchange gains or losses
arising from a monetary item receivable from or payable to a
foreign operation are recognised in the consolidated statement of
comprehensive income and disclosed as a separate component of
equity, such foreign exchange gains or losses are reclassified from
equity to the income statement on disposal of the net foreign
operation. The same foreign exchange gains or losses are recognised
in the stand alone income statements of either the parent or the
foreign operation.
In the statement of cash flows, cash flows denominated in
foreign currencies are translated into the presentation currency of
the Group at the average exchange rate for the year or the
prevailing rate at the time of the transaction where more
appropriate.
The closing exchange rate applied at the year end date was AUD
1.3735 per US$1 (2014: AUD 1.2258). The average exchange rate
applied at the year end date was AUD 1.3319 per US$1 (2014: AUD
1.1094).
Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker
as required by IFRS 8 "Operating Segments". The chief operating
decision-maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been
identified as the Board of Directors.
The accounting policies of the reportable segments are
consistent with the accounting policies of the Group as a whole.
Segment loss represents the loss incurred by each segment without
allocation of foreign exchange gains or losses, investment income,
interest payable and tax. This is the measure of loss that is
reported to the Board of Directors for the purpose of the resource
allocation and the assessment of the segment performance.
When assessing segment performance and considering the
allocation of resources, the Board of Directors review information
about segment assets and liabilities. For this purpose, all assets
and liabilities are allocated to reportable segments (note 4).
Other receivables
Other receivables are recognised initially at fair value and
subsequently measured at amortised cost less provision for
impairment. Provision for impairment is established when there is
objective evidence that the group will not be able to collect all
amounts due according to the original terms of the receivable. The
amount of the impairment is the difference between the asset's
carrying amount and the present value of the estimated future cash
flows, discounted at effective interest rate.
Cash and cash equivalents
Cash and cash equivalents comprise on demand deposits held with
banks, with original maturity of three months or less.
Derivative financial instruments
Derivative financial instruments are initially recognised at
fair value on the date on which a derivative contract is entered
into and are subsequently re-measured at fair value. Derivatives
are carried as financial assets when the fair value is positive and
as financial liabilities when fair value is negative. Any gains or
losses arising from changes in the fair value of derivatives are
taken directly to the income statement.
Trade and other payables
Trade payables are initially measured at fair value, and
subsequently measured at amortised cost, using the effective
interest rate method.
Taxation
Current tax is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or
substantively enacted by the year end date.
Deferred taxation is provided in full, using the liability
method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the
consolidated financial statements. However, if the deferred tax
arises from the initial recognition of an asset or liability in a
transaction other than a business combination that at the time of
the transaction affects neither accounting, nor taxable profit or
loss, it is not accounted for. Deferred tax is determined using tax
rates and laws that have been enacted (or substantively enacted) by
the year end date and are expected to apply when the related
deferred tax asset is realised or the deferred tax liability is
settled.
Deferred tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which
the temporary differences can be utilised.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the entity after deducting all of its
liabilities. Equity instruments issued by a group entity are
recorded at the proceeds received, net of any direct issue
costs.
Share based payments
The Company has historically issued warrants and share options
in consideration for services. The Company issued share options as
disclosed in note 16 in 2014. The fair value of the warrants/share
options have been treated as part of the cost of the service
received and is charged to share premium with a corresponding
increase in the share based payment reserve. As the warrants have
lapsed, unexercised as of 31(st) December 2015, they have been
written back.
New standards and amendments adopted during the year
The following new standards and amendments became effective
during the year:
IFRIC 21: Levies - effective for annual periods commenced on or
after 1 January 2014
Amendments to IFRS 10, 12 and IAS 27: Investment Entities -
effective for annual periods commenced on or after 1 January
2014
Amendments to IAS 32: Offsetting Financial Assets and
Liabilities - effective for annual periods commenced on or after 1
January 2014
Amendments to IAS 36: Recoverable Amount Disclosures for
Non-Financial Assets - effective for annual periods commenced on or
after 1 January 2014
The adoption of the above new standards and amendments in the
current year did not have material effect on the consolidated
financial statements
New standards and interpretations in issue but not yet
effective
At the date of authorisation of these consolidated financial
statements, the following standards and interpretations were in
issue but not yet mandatorily effective and have not been applied
in the financial statements:
IFRS 9 - Financial Instruments - effective for annual periods
commencing on or after 1 January 2018
IFRS 14 - Regulatory Deferral Accounts - effective for annual
periods commencing on or after 1 January 2016
IFRS 15 - Revenue from Contracts with Customers - effective for
annual periods commencing on or after 1 January 2017
Amendments to IFRS 7 - Financial instruments: disclosures -
effective for annual periods commencing on or after 1 January
2016
Amendments to IFRS 11 - Joint Arrangements: Accounting for
Acquisitions of Interests - effective for annual periods commencing
on or after 1 January 2016
Amendments to IFRS 13 - Fair value measurement - effective for
annual periods commencing on or after 1 July 2014
Amendments to IAS 16 and IAS 38 - Clarification of Acceptable
Methods of Depreciation and Amortisation - effective for annual
periods commencing on or after 1 January 2016
Amendments to IAS 24 - Related party transactions - effective
for annual periods commencing on or after 1 July 2014
Amendments to IAS 27 - Equity Method in Separate Financial
Statements - effective for annual periods commencing on or after 1
January 2016
The directors anticipate that the adoption of these standards
and interpretations will not have a material impact on the
consolidated financial statements in the period of initial
adoption.
There are no other IFRSs or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Group.
In addition to the standards, interpretations and amendments
noted above, the Government of Gibraltar passed into law the
Companies Act 2014 ("the New Act") on 1 November 2014. The
accounting and audit provisions of the New Act come into force for
annual periods commencing on or after 1 November 2014. The adoption
of the New Act by the Company has not had a significant impact on
the Group's and Company's financial position or results.
3. Critical accounting estimates and judgements
The critical accounting estimates and judgements made by the
Group regarding the future or other key sources of estimation,
uncertainty and judgement that may have a significant risk of
giving rise to a material adjustment to the carrying values of
assets and liabilities within the next financial year are:
Critical judgements in applying the group's accounting
policies
Going concern
The preparation of the financial statements is based on the
going concern assumption as disclosed in note 2. The Board of
Directors, after taking into consideration the additional funding
received, believe the going concern assumption is appropriate.
Impairment of exploration and evaluation assets
The Board of Directors continue to budget for the exploration
and evaluation commitments noted in note 18 and continue to invest
in these. The Board of Directors do not consider that the
exploration and evaluation assets are impaired. The carrying value
of these assets is dependent on the judgements reached in relation
to going concern in order to fund and develop these assets.
Determination of functional currency
The Directors considers the US$ to be the currency that most
faithfully represents the economic effect of the underlying
transactions, cash flows, events and conditions of the Company. The
US$ is the currency in which the Company measures its performance
and reports its results, as well as the currency in which it
assesses the viability of projects.
Parent company statement of financial position - impairment of
the investment in and loan to the subsidiary
At the reporting date, the subsidiary had net liabilities of
US$127,801 (AUD 175,535) (2014: US$117,227 (AUD 143,697)). As noted
above, the Board of Directors do not consider that the exploration
and evaluation assets are impaired and therefore there is no
indication of impairment of the investment in and loan to the
subsidiary of US$164,134 (2014: US$173,585) and US$495,588 (2014:
US$424,970) respectively.
Key accounting estimates
Valuation of warrants and options
As described in note 16, the fair value of the warrants and
options granted was calculated using the Black & Scholes model
which requires the input of highly subjective assumptions,
including volatility of the share price. Changes in subjective
input assumptions may materially affect the fair value
estimate.
4 Segmental analysis
Management has determined the operating segments by considering
the business from both a geographic and product perspective. For
management purposes, the Group is currently organised into one
operating division: resource evaluation. The division is the
business segment for which the Group reports its segment
information internally to the Board of Directors. The Group's
operations are predominantly in Australia.
5 Operating loss 2015 2014
$ $
This is stated after charging:
Abortive acquisition costs 195,775 831,915
Fees payable to the Company's
auditor for the audit of the Group
consolidated financial statements 37,567 23,303
Other assurance services 19,872 -
Accounting and tax compliance 19,984 35,828
Share based payments - 44,756
Other administrative costs 388,620 238,571
Remuneration of the directors
of the Group 147,853 190,963
Remuneration of the directors
of subsidiaries 8,763 10,649
Foreign exchange losses - 119,013
-------- ----------
818,434 1,494,998
-------- ----------
Abortive acquisition costs relate to costs incurred in exploring
and evaluating potential acquisition targets which were later
aborted by the directors.
Remuneration paid to the directors of the Group has historically
been settled via the issue of equity in the Company, as disclosed
in note 19.
6. Staff costs
The Group has no employees. Staff costs for the year ended 31
December 2015 were US$nil (2014: US$nil).
7 Taxation
The Company is subject to corporation tax in Gibraltar on any
profits which are accrued in or derived from Gibraltar or any
passive income which is taxable. The corporation tax rate in
Gibraltar for the year ended 31 December 2015 is 10% (2014:
10%).
The Company has taxable losses to carry forward, consequently no
provision for corporate tax has been made in these financial
statements.
The Group's subsidiary is subject to corporate income tax in
Australia. The corporate income tax rate in Australia for the year
ended 31 December 2015 is 30% (2014: 30%).
This subsidiary has taxable losses to carry forward,
consequently no provision for corporate tax has been made in these
financial statements.
Note that there are no group taxation provisions under the tax
laws of Gibraltar.
As at 31 December 2015 and as at 31 December 2014 the company
has no deferred tax assets and no deferred tax liabilities.
8 Loss per share 2015 2014
$ $
Loss for the purpose of basic
loss per share being net loss
attributable to
equity owners of parent (1,120,111) (2,591,395)
------------ ------------
Loss for the purpose of diluted
earnings per share (1,120,111) (2,591,395)
------------
Number of shares:
Weighted average number of ordinary
shares for the purpose of the
basic
and diluted loss per share 409,955,753 243,387,111
------------ ------------
Basic and diluted (cents) (0.273) (1.065)
------------ ------------
Due to the Company and the Group being loss making, the share
options and warrants (note 16) are anti-dilutive.
9 Trade and other receivables 2015 2014
$ $
Group
Debtors 10,395 693
Prepayments 6,282 27,918
16,677 28,611
-------- --------
Company 2015 2014
$ $
Amounts owed by subsidiary undertakings
(note 19) 495,589 424,970
Debtors 9,206 -
Prepayments and accrued income 6,282 27,918
-------- --------
511,077 452,888
-------- --------
The amount owed by subsidiary undertaking relates to an interest
free loan to Wishbone Gold Pty, repayable on demand.
10 Intangible fixed assets Exploration &
evaluation
assets Total
Group $ $
Cost
At 1 January 2015 409,409 409,409
Foreign exchange revaluation (5,260) (5,260)
-------------- --------
At 31 December 2015 404,179 404,179
The Group holds Exploration Permits for Mining ("EPMs") to four
tenements which have initial expiration dates ranging from April
2016 to September 2018. The renewal of the EPMs is for a maximum
further period of 5 years. Permits are not automatically renewed
but require an application to the Queensland Department of Natural
Resources and Mines.
11 Investments Group: Company:
2015 2014 2015 2014
$ $ $ $
Shares in subsidiary
undertakings - - 164,135 173,584
Investments
held for resale 91,152 384,537 91,152 384,538
----------------------- --------- -------- --------
91,152 384,537 255,287 558,122
----------------------- --------- -------- --------
The movement in investments held for
resale during the year is as follows:
Group: Company:
2015 2014 2015 2014
$ $ $ $
At 1 January
2015 384,537 - 384,537 -
Additions 0 1,531,116 - 1,531,116
Impairment (272,450) (1,086,395) (272,450) (1,086,395)
Foreign exchange
losses (20,935) (60,184) 143,200 (60,184)
------------------------------- ------------ -------------- -------------
At 31 December
2015 91,152 384,537 255,287 384,537
------------------------------- ------------ -------------- -------------
110,000,000
Wishbone Gold ordinary
Pty Ltd shares of 100% AUD (143,697) AUD (41,142)
AUD 0.001
each
Wishbone Gold 1 ordinary
Tasmania Pty share of
100% AUD 1 AUD nil
Limited AUD 1 each
The movement in investments held for
resale during the year is as follows:
Group: Company:
2015 2014 2015 2014
$ $ $ $
At 1 January
2015 384,537 - 558,122 -
Additions 0 1,531,116 0 1,531,116
Impairment (272,450) (1,086,395) (272,450) (1,086,395)
Foreign exchange
losses (20,935) (60,184) (30,385) (60,184)
----------------------- ------------ -------------- -------------
At 31 December
2015 91,152 384,537 255,287 384,537
----------------------- ------------ -------------- -------------
110,000,000
Wishbone Gold ordinary
Pty Ltd shares of 100% AUD (143,697) AUD (41,142)
AUD 0.001
each
Wishbone Gold 1 ordinary
Tasmania Pty share of 100% AUD 1 AUD nil
Wishbone Gold Pty Ltd is an exploration company and Wishbone
Gold Tasmania Pty Limited has remained dormant. Both companies are
incorporated in Australia and the registered office address is PKF,
RSL Centre Level 5, 9 Beach Road, Surfer's Paradise QLD 4217,
Australia.
Investments held for resale
Investments held for resale of both the Group and the Company
relate to Global Resources Investment Trust which was acquired as a
result of a share-for-share exchange as disclosed in note 15. The
investments held for resale are valued based on the market price of
the shares. During the year, the directors have recognised an
impairment loss of US$272,450 (2014: US$1,086,395) through the
consolidated income statement.
12 Impairment of investments
As stated in note 11, the directors have recognised impairment
on the investment held in Global Resources Investment Trust to
reflect the fair value of the investment. The impairments
recognised in both the Group and the Company accounts are as
follows:
2015 2014
$ $
Impairments recognised during
the year (note 11) 272,450 1,086,395
13 Current liabilities 2015 2014
$ $
Group
Borrowings (note 14) - 233,025
Trade payables 106,073 428,992
Accruals and deferred income 43,217 295,766
Directors fees accrued and expenses
payable 51,371 292,684
-------- ----------
200,661 1,250,467
-------- ----------
2015 2014
$ $
Company
Borrowings (note 14) - 233,025
Trade payables 101,407 425,966
Accruals and deferred income 30,000 280,715
Directors fees accrued and expenses
payable 51,371 292,684
------------------- ----------
182,778 1,232,390
------------------- ----------
In addition to the directors' fees payable as disclosed in note
19, directors' expenses amounting to US$51,371 (2014: US$169,916)
have been accrued and are expected to be settled via the issue of
equity.
14 Borrowings - Group and Company 2015 2014
$ $
Loan from Black Swan FZE - 233,025
------- --------
A loan facility was entered into in the course of the year ended
31 December 2013 from Black Swan FZE for a maximum amount of
GBP150,000. This loan carries an interest charge of 5% per annum,
calculated on the principle and interest outstanding each month
until redemption. The loan is repayable at any time at the option
of the Black Swan FZE.
GBP100,000 (US$163,506) of the facility was drawn down on 6
November 2013. The remaining facility of GBP50,000 (US$83,208) was
drawn down on 4 March 2014.
A loan facility was entered into in the course of the year ended
31 December 2015 from Black Swan FZE for a maximum amount of
GBP200,000. This loan carries an interest charge of 5% per annum,
calculated on the principle and interest outstanding each month
until redemption. The loan is repayable at any time at the option
of the Black Swan FZE.
GBP200,000 (US$294,602) of the facility was drawn down on 9(th)
April 2015.
The entire loan amount was repaid on 11(th) September 2015,
through the issue of Debt Settlement Shares, as noted in Note
15.
The Directors consider that the carrying amount of borrowings
approximates to their fair value.
15 Share capital
- Group and Company 2015 2014
$ $
Authorised:
1,000,000,000 Ordinary shares
of GBP0.001 (US$0.0016) each 1,600,000 1,600,000
---------- ----------
2015 2014 2015 2014
No No $ $
Allotted and called
up:
Ordinary shares
of GBP0.001 (US$
0.0016) each 759,900,364 263,051,235 1,128,351 419,146
------------ ------------ ---------- ----------
On 2 July 2013, the company approved the conversion of
GBP207,222.87 of expenses and debts into 11,841,307 ordinary shares
to the directors at a price of 1.75p to satisfy debts and expenses
incurred on behalf of the Company.
On 18 December 2013 the Company approved the conversion of
GBP7,500 of expenses into 272,727 shares at a price of 2.75p.
On 7 March 2014 the Company issued 45,772,693 ordinary shares in
exchange for 1,031,360 ordinary shares in Global Resources
Investment Trust, net of issue costs of US$34,450.
The Company announced a conditional Placing and Open offer on 4
April 2014. A total of new issues, including commission shares, of
33,677,181 new ordinary shares were admitted to trading AIM on 28
April 2014 which raised US$780,792 net of expenses of
US$32,682.
On 17 July 2014 the Company approved the conversion of GBP7,500
of expenses into 500,000 shares at a price of 1.5 p.
On 1(st) September 2015, the Company approved the issue of
100,000,000 shares at a price of 0.25p per share.
On 11(th) September 2015, the Company approved the issue of
396,849,129 Debt Settlement Shares at a price of 0.25p per share;
in order settle all its debt as of that date.
Ordinary shares carry a right to receive notice of, attend, or
vote at any Annual General and Extraordinary General Meetings of
the company. The holders are entitled to receive dividends declared
and paid by the Company.
16 Share based payments
Share options were issued to Clive Hyman, the former CFO, on 7
March 2014 over 5,000,000 new ordinary shares in the Company to
vest as follows: 2,000,000 immediately on grant, 2,000,000 on 7
March 2015, and 1,000,000 on 7 March 2016. The fair value of the
options as at the date of issue was US$44,756, which has been
recognised within administrative expenses in the consolidated
income statement. Clive Hyman ceased his consultancy on 15(th)
September 2015. Under the terms of the option scheme he then had 90
days in which to exercise those options which had vested. Since he
did not do this all these options have now lapsed.
Details of the warrants and share options in issue during the
year ended 31 December 2014 are as follows:
Number Number
of of Average
warrants warrants
/ Average / exercise
exercise
options price options price
2015 2015 2014 2014
No GBP No GBP
Outstanding at
1 January 1,709,873 0.02000 1,709,873 0.02000
Issued/(Lapsed)
during the year (1,709,873) (0.02000) 5,000,000 0.02125
------------ ---------------------- ---------- ---------
Outstanding at
31 December - - 6,709,873 0.02093
------------ ---------------------- ---------- ---------
Fair value is measured by use of the Black & Scholes model
with the assumption of 50% future market volatility and a future
interest rate of 1% per annum based on the current economic
climate. The expected life used in the model has been adjusted,
based on management's best estimate, for the effects of
non-transferability and exercise restrictions. The fair value of
share options and warrants granted as at 31 December 2015 was
US$nil (2014: US$29,449).
17 Financial Instruments
The Group's financial instruments comprise cash and cash
equivalents, borrowings and items such as trade payables which
arise directly from its operations. The main purpose of these
financial instruments is to provide finance for the Group's
operations.
The Group's operations expose it to a variety of financial risks
including credit risk, liquidity risk, interest rate risk and
foreign currency exchange rate risk. The Directors do not believe
the Group is exposed to any material equity price risk. The
policies are set by the Board of Directors.
Classification of financial instruments
All Group financial assets are classified as loans and
receivables, and are held at amortised cost. All of the Group's
financial liabilities classified as other financial liabilities are
also held at amortised cost. The carrying value of all financial
instruments approximates to their fair value.
Capital management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern, to provide
returns for shareholders and to maintain an optimal capital
structure to reduce the cost of capital. The Group defines capital
as being share capital plus reserves. The Board of Directors
monitor the level of capital as compared to the Group's commitments
and adjusts the level of capital as is determined to be necessary,
by issuing new shares. The Group is not subject to any externally
imposed capital requirements.
Credit risk
The Group's credit risk is primarily attributable to its cash
and cash equivalents. However, these are deposited at reputable
financial institutions, therefore management do not consider the
risk to be significant.
The carrying amount of financial assets represents the maximum
credit exposure. The maximum credit exposure to credit risk at the
reporting date was US$ 274,136 (2014: US$304,483).
The total of other receivables and cash and cash equivalents
constitutes all of the financial assets within the IAS 39 category;
loans and receivables held by the Group.
Interest rate risk
The Group's interest bearing assets comprise only cash and cash
equivalents and earn interest at a variable rate. The Group has a
policy of maintaining debt at fixed rates which are agreed at the
time of acquiring debt to ensure certainty of future interest cash
flows. The directors will revisit the appropriateness of the policy
should the Group's operations change in size or nature.
The only Group borrowing at 31 December 2015 was US$nil (2014:
US$233,025) owing to Black Swan FZE, 5% interest is payable on this
borrowing and it is repayable any time at option of Black Swan FZE
and cannot be converted into shares.
No sensitivity analysis for interest rate risk has been
presented as any changes in the rates of interest applied to cash
balances would have no significant effect on either profit or loss
or equity.
The Group has not entered into any derivative transactions
during the year under review.
Liquidity risk
The Group actively maintains cash balances that are designed to
ensure that sufficient funds are available for operations and
planned expansions. The Group monitors its levels of working
capital to ensure that it can meet its debt repayments as they fall
due. All of the Group's financial liabilities are measured at
amortised cost. Details of the Group's funding requirements are set
out in note 2.
Non-derivative financial liabilities, comprising borrowings,
trade payables and accruals of US$200,661 (2014: US$1,250,467) are
repayable within 1-3 months from the year end. The amounts
represent the contractual undiscounted cash flows, balances due
equal their carrying balances as the impact of discounting is not
significant.
Foreign currency exchange rate risk
The Group undertakes certain transactions in foreign currencies.
Hence, exposure to exchange rate fluctuations arises.
The Group and Company incurs foreign currency risk on
transactions denominated in currencies other than their functional
currencies. The principal currencies that give rise to this risk at
Group level is United States Dollars. At the year end, the Group's
exposure to currencies other than the functional currencies is
minimal; accordingly any increase or decrease in the exchange rates
relative to the functional currencies would not have a significant
effect on the financial statements.
Fair values of financial instruments
In the opinion of the directors, the book values of financial
assets and liabilities represent their fair values.
18 Commitments
Expenditure commitments
In order to maintain current rights of tenure to exploration
tenements, the Group is required to perform minimum exploration
work to meet the minimum expenditure requirements specified by
various authorities. These obligations are subject to periodic
renegotiations. These obligations are not provided for in the
financial statements and as at 31 December 2015 and 31 December
2014 are payable as follows:
2015 2014
$ $
Within one year 160,000 173,786
After one year but not more than
five years 40,678 276,532
-------- --------
200,678 450,318
-------- --------
19 Related parties
An outstanding balance of convertible loan notes issued by the
Company to the Black Swan Group of GBP810,541 (US$1,267,168) were
converted into 324,216,359 shares on 11 September 2015 as part of
the conversion of directors' fees and expenses into equity (note
15). Richard Poulden, who is the Chairman of the Company, is also a
director of Black Swan Plc and Black Swan FZE.
The Company wholly owns Wishbone Pty Ltd, an Australian entity
that is engaged in the exploration of gold in Australia. The
Company's investment in Wishbone Pty Ltd was US$ 164,135, as at 31
December 2015 (2014: US$ 173,584). The financial and operating
results of this subsidiary have been consolidated in these
financial statements.
Wishbone Pty Ltd, as at 31December 2015, has a loan outstanding
from Wishbone Gold Plc of the following amounts:
2015 2014
$ $
Outstanding at 1 January 424,970 421,281
Additions during the year 70,619 3,689
-------- --------
Outstanding at 31 December 495,589 424,970
-------- --------
The following summarises the fees incurred in respect of
directors and officers services for the year ended 31 December 2015
and 2014, and the amounts settled by the Company by way of share
issues:
Balance Balance
31 December 2015: as at as at
Charge Settled
1 January for in 31 December
2015 the year shares 2015
$ $ $ $
Richard Poulden 57,692 36,949 (77,923) 16,718
Jonathan Harrison 34,641 19,091 (44,600) 9,132
George Cardona 28,846 18,433 (38,461) 8,819
Alan Gravett 28,846 18,433 (38,461) 8,818
Professor Michael
Mainelli 27,275 16,485 (35,874) 7,886
Clive Hyman 115,384 38,462 (153,846) -
---------- --------- ---------- ------------
Total 292,684 147,853 (389,165) 51,372
----------
Balance Balance
31 December 2014: as at as at
Charge Settled
1 January for in 31 December
2014 the year shares 2014
$ $ $ $
Richard Poulden 19,230 38,462 - 57,692
Jonathan Harrison 14,723 19,918 - 34,641
George Cardona 9,615 19,231 - 28,846
Alan Gravett 9,615 19,231 - 28,846
Professor Michael
Mainelli 10,076 17,199 - 27,275
Clive Hyman 38,462 121,678 (44,756) 115,384
---------- --------- ---------- ------------
Total 101,721 235,719 (44,756) 292,684
---------- --------- ---------- ------------
Richards Poulden's services are billed by Black Swan FZE, in
which Richard Poulden, a director of the Company, has an interest
for consultancy services. In addition, the services of the CFO,
Clive Hyman, who is not a director of the Company, were also billed
by Black Swan FZE to Wishbone Gold Plc. The company settled
US$153,846 (2014: US$nil) of these fees in ordinary shares to Black
Swan FZE, a company in which Richard Poulden has an interest.
Travelling expenses of US$172,788 (2014: US$119,218) were incurred
on behalf of the Company during the year. A total of US$nil (2014:
US$169,916) is payable at the year end. US$ 172,788 (2014: US$nil)
were settled through the issue of ordinary shares during the
year.
Jonathan Harrison's services are billed by Easy Business
Consulting Limited, in which Jonathan Harrison, a director of the
Company, has an interest for consultancy services. Professor
Michael Mainelli's services are billed by Z/Yen Group Limited, in
which Professor Michael Mainelli, a director of the Company, has an
interest for consulting services.
1. 20 Ultimate controlling party
The directors believe that there is no single ultimate
controlling party.
21. Events after the reporting date
The following took place after the year end:
-- The investment in GRIT was sold on 27th May 2016 for GBP
61,882.
-- Wishbone Gold has secured a loan facility of US$3,000,000 to
finance operations (the "Facility").
The terms of the Facility are that it can be drawn in multiples
of US $100,000 at any time during the period of the facility and
can be repaid at any time. It carries interest at 2% per annum and
in addition 0.5% is payable on each trade of precious metals where
the Facility is utilised either to support a letter of credit or in
direct trading. The Facility expires on 6 June 2018 and is
unsecured as long as no breach of the terms of the facility has
occurred.
A 10% commitment fee is payable in ordinary shares of Wishbone.
These shares will be issued at a price of 0.54 pence per ordinary
share, being the closing mid-market price of the Company's shares
on 3 June 2016.
-- On 5th February 2016 Wishbone acquired Precious Metals
International Ltd ("PMI") and its wholly owned subsidiary, Black
Sand FZE ("Black Sand") (together Black Sand and PMI are "the PMI
Group") in an all share transaction.
Black Sand holds a gold, precious metals and gem trading licence
to operate in the United Arab Emirates. Black Sand currently has
agreements in place for importing gold from South America. Black
Sand was established by its CEO Barret Kosh in 2014 as a successor
company to Multinational Commodities FZE which had an established
profitable trading record. The PMI Group is 100% owned by Solent
Nominees ("Solent"), an independent Gibraltar based nominee company
which holds these shares on behalf of Mr Kosh. Solent currently
holds preference shares over the PMI Group which will continue to
entitle them to 30% of any annual audited profits after tax in the
PMI Group. These preference shares hold no voting rights and are
effectively a management incentive plan.
The terms of the acquisition are an initial payment of
240,000,000 ordinary shares of 0.1p each in the Company ("Ordinary
Shares") with a further payment of an additional 240,000,000
Ordinary Shares once the annual profit after tax of the PMI Group
exceeds $1m. This values the initial consideration for the PMI
Group at GBP648,000, based on the Company's closing mid-market. The
net liabilities acquired were $5,110 leading to negative goodwill
of $642,890 which would be recognised in the consolidated income
statement in the next reporting year.
22. Availability of accounts
The full report and accounts are being posted on the Company's
website, www.wishbonegold.com
23 Contingent Liability
There is some risk that native title, as established by the High
Court of Australia's decision in the Mabocase, exists over some of
the land over which Wishbone Gold Pty Limited holds tenements or
over land required for access purposes.
Wishbone Gold Pty Limited is unable to determine the prospects
for success or otherwise of the future claims and, in any event,
whether or not and to what extent the future claims may
significantly affect Wishbone Gold Pty or its projects.
There are no contingent liabilities outstanding at 31 December
2015 and 31 December 2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FMMFTMBAJBRF
(END) Dow Jones Newswires
June 30, 2016 13:11 ET (17:11 GMT)
Wishbone Gold (LSE:WSBN)
Historical Stock Chart
From Apr 2024 to May 2024
Wishbone Gold (LSE:WSBN)
Historical Stock Chart
From May 2023 to May 2024