Statement of Audited Results
Glencar Mining PLC
27 June 2001
GLENCAR MINING PLC
Preliminary Statement of Audited Results
Chairman's Statement
The events and developments in relation to the Wassa mine in the second half
of 2000 and in the opening months of 2001 illustrate the great uncertainties
of mining investment.
In June 2000, Glencar raised US$5.35 million to enable it, inter alia, to
support its mine at Wassa and to overcome a cash shortfall caused by slower
recoveries from the leaching process and the significant reduction in the
prevailing gold price. At that time, the Board considered that the problems
encountered in the leaching process had been largely overcome and a recovery
in the gold price was a reasonable expectation.
In the event, the anticipated increase in the recovery rate was slower to
become established and instead of experiencing an increase in gold price there
was a further significant fall which was not sufficiently offset by the
limited protection provided by the Company's hedge position.
In recent months the recoveries from the leaching process have been reaching
levels projected at the time of the Rights Issue on a relatively consistent
basis. However, the accumulated shortfall in production together with the
continuing low gold price meant that the project was unable to meet all its
current scheduled debt repayments. Even with rescheduling, the Company would
have been unable to meet its debt repayments over the life of the project
without a substantial increase in gold prices. On 5 March 2001 the Board made
a statement to the effect that as a result of the lower than projected
production levels and the gold market environment, the Directors believed that
it was unlikely that Glencar would recover any of its investment in the
project.
Following discussions with our bankers, it has been decided to offer the Wassa
Project for sale as a going concern. It is expected that, in this way, the
interests of the banks, the Government of Ghana, the suppliers and the staff
can be maximised. We have appointed Warrior, a division of Standard Bank
London Limited, to conduct the sale process, which is already underway.
Glencar has agreed to continue to manage the mine until the sale is completed
and to assist in whatever way possible in the sale process. The banks have
agreed that, provided Glencar complies with certain conditions relating to the
management of the Wassa project during the sale and assists in the sale
process, it is their intention to limit and release the guarantee given by
Glencar to the banks as part of the original debt financing.
Glencar, as part of this agreement with the banks, has agreed to contribute a
further US$650,000 to Satellite Goldfields Ltd, (through which Glencar holds
its majority stake in the Wassa project) including Warrior's work fees.
Glencar will retain all remaining cash resources, estimated at US$800,000 at
April 30th 2001, and in addition, 50% of any sum which may be awarded in the
Mayo case. Glencar's exploration interests will be the Asheba, Uganda, Kildare
and Navan assets.
Standard Bank London Limited ('Standard') is the holder of the US$3m
Convertible Loan Note. Standard has agreed not to call the note prior to the
sale of the Wassa Project. Subject to the release of the guarantee by the
lenders, and the approval of shareholders under a resolution to be proposed at
the Annual General Meeting, the bank will convert the note into 24.3 million
ordinary shares, equivalent to 19.9% of the enlarged equity of the Company.
The audited consolidated accounts have been prepared in the usual way.
However, as the post balance sheet events have altered the Group in such a
material way we have included, in un-audited form, a pro-forma consolidated
balance sheet as at 31 December 2000. This shows the effects of the
arrangements described in the above paragraphs excluding the consolidation of
the Wassa Project, the investment in which has been written off leaving no
obligations on Glencar following completion of the arrangements.
Your Board considers that these arrangements are very much in shareholders'
interests. It will leave Glencar with no debt, a significant number of
exploration assets and sufficient cash resources to continue its exploration
activities.
The Board will now address the opportunities available to it in the changed
circumstances. Although Glencar will have no further interest in Wassa, the
Company is in much better condition than might have been expected only a few
short months ago. There is good reason to expect that our exploration
properties will lead to some exciting developments. In addition we will
continue to evaluate some new opportunities in the resource sector which have
been presented to us.
These changed circumstances suggest that the skills and inputs required from
the Board will also change. Dick Mauro who has served on the board with great
distinction for seven years will step down following the Annual General
Meeting. Dick has also served as one of our representatives on the Satellite
Board. He lives in Denver, Colorado, and yet contributed to almost every Board
meeting in person or by telephone. His contributions were always erudite,
practical and to the point and based on industry experience. The Board will
miss his wisdom and easy manner.
Rob Weinberg joined the Board some two years ago. He was a long term and
respected gold analyst and his appointment was a coup for Glencar. His
contribution to Board discussions has been very valuable over this short
period, during which he took up an important position with The World Gold
Council. His measured advice was always apposite and helped greatly in
addressing the difficulties of the last few months. The Board will again miss
him when he steps down after the Annual General Meeting.
I have served as your Chairman for five years. While I have found the
experience very worthwhile, I have a great regret that rewards for the
shareholders have not been obtained. Now that Glencar can expect to face into
a new future, debt-free, I believe that it is appropriate for me to step down
after the Annual General Meeting.
Dick, Rob and I have found the spirit and atmosphere at the Glencar Board to
be excellent. We have been very impressed at all times by the commitment of
the management and staff and by their energy and expertise in bringing the
Wassa project into production on time and within budget in a difficult
environment. We regard our departure as being in the Company's best interest,
but we will remain supportive of Hugh McCullough and the Board in all their
efforts.
Sam McCormick retired from the Board in October last year after 12 years
service. Sam gave of his time wholeheartedly and his advice was much valued.
We all greatly miss his contributions and his company at Board meetings.
In October 2000, Kieran Harrington was appointed Chief Operations Officer and
his strong technical background is a great asset to the Board.
I would like to thank my fellow Board members and you as shareholders for your
continued support throughout these very difficult circumstances.
Yours faithfully
Richard Hooper
Consolidated Profit and Loss Account
for the year ended 31 December 2000
2000 1999
US$ US$
TURNOVER 31,075,637 26,436,554
________ ________
COST OF SALES
Operating Costs (23,338,812) (17,427,551)
Depreciation, amortisation and reclamation (5,207,957) (13,506,733)
________ ________
(28,546,769) (30,934,284)
OPERATING PROFIT (LOSS) 2,528,868 (4,497,730)
EXCEPTIONAL IMPAIRMENT PROVISION (19,712,890) (52,868,240)
ADMINISTRATIVE EXPENSES (756,820) (1,020,173)
OTHER INCOME 199,781 214,207
BANK INTEREST RECEIVABLE 122,339 66,261
BANK INTEREST PAYABLE (3,362,425) (3,437,087)
________ ________
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (20,981,147) (61,542,762)
TAXATION (510) 41
________ ________
LOSS ON ORDINARY ACTIVITIES (20,981,657) (61,542,721)
AFTER TAXATION
MINORITY INTEREST 8,521,452 32,310,182
________ ________
LOSS FOR THE FINANCIAL YEAR (12,460,205) (29,232,539)
========== ==========
LOSS PER SHARE (CENTS) (14.2) (37.8)
========== ==========
DILUTED LOSS PER SHARE (CENTS) (14.2) (37.8)
========== ==========
The results are derived solely from continuing operations. The group has no
recognised gains or losses other than the result for the year which has been
calculated on the historical cost basis.
Consolidated Balance Sheet
as at 31 December 2000
Pro-Forma
Unaudited
31-Dec-00 31-Dec-99 31-Dec-00
US$ US$ US$
FIXED ASSETS
Intangible and tangible assets 16,933,853 37,131,317 4,117,202
________ ________ ________
CURRENT ASSETS
Stock 14,474,040 10,517,726 -
Debtors 235,064 1,772,533 79,595
Cash at bank 2,680,027 1,593,851 1,293,878
________ ________ ________
17,389,131 13,884,110 1,373,473
CREDITORS (Amounts falling due within one
year) (16,709,928) (15,090,256) (555,867)
________ ________ ________
NET CURRENT ASSETS/(LIABILITIES) 679,203 (1,206,146) 817,606
________ ________ ________
TOTAL ASSETS LESS CURRENT LIABILITIES
17,613,056 35,925,171 4,934,808
CREDITORS (Amounts falling due after more
than one year) (37,622,572) (39,830,104) -
________ ________ ________
TOTAL NET (LIABILITIES)/ASSETS (20,009,516) (3,904,933) 4,934,808
======== ======== ========
CAPITAL AND RESERVES
Called up share capital 3,505,093 2,525,093 4,231,785
Share premium account 35,629,820 31,732,746 38,606,383
Profit and loss account (deficit) (46,980,774) (34,520,569)(37,794,161)
________ ________ ________
TOTAL CAPITAL EMPLOYED (7,845,861) (262,730) 5,044,007
MINORITY INTEREST IN
SUBSIDIARY UNDERTAKING (12,163,655) (3,642,203) (109,199)
________ ________ ________
(20,009,516) (3,904,933) 4,934,808
======== ======== ========
Consolidated Cash Flow Statement
for the year ended 31 December 2000
2000 1999
US$ US$
NET CASH INFLOW FROM OPERATING ACTIVITIES 5,400,192 5,456,419
RETURNS ON INVESTMENTS AND SERVICING (3,915,760) (1,991,812)
OF FINANCE
(510) 41
TAXATION
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT (5,068,232) (5,628,650)
________ ________
NET CASH OUTFLOW BEFORE FINANCING (3,584,310) (2,164,002)
FINANCING 4,670,486 1,083,248
________ ________
INCREASE (DECREASE) IN CASH IN YEAR 1,086,176 (1,080,754)
======== ========
RECONCILIATION OF NET CASH FLOW
TO MOVEMENT IN NET DEBT
INCREASE (DECREASE) IN CASH IN YEAR 1,086,176 (1,080,754)
PREMIUM ACCRUED ON CONVERTIBLE LOAN NOTE (411,473) (291,781)
LOAN RECEIVED - (3,000,000)
LOAN REPAYMENT 206,588 1,964,285
________ ________
MOVEMENT IN NET DEBT 881,291 (2,408,250)
NET DEBT AT BEGINNING OF YEAR (42,233,645) (39,825,395)
________ ________
NET DEBT AT END OF YEAR (41,352,354) (42,233,645)
======== ========
Note
The unaudited pro-forma balance sheet as at 31 December 2000 has been prepared
after taking account of the following adjustments:
A. The assumptions used in calculating the effect of the sale of the Wassa
project on the pro-forma balance sheet are that the assets of SGL will be
disposed of at book value resulting in sales proceeds of US$27,915,309.
These proceeds have been deducted from the amounts owed to lenders. The
assets and liabilities of Satellite Goldfields Limited are excluded and
the investment is written down to nil. In the event that the sale price
achieved differs from the book value there will be no net effect on the
pro-forma balance sheet as it has been agreed by the lenders that it is
their intention to limit and release the Group from further obligations on
completion of the sale.
In addition to the above, an amount of US$800,000 owed by P.W. Ghana
Limited to Glencar Mining plc has been offset against amounts owed by SGL
to P.W. Ghana Limited at 31 December 2000.
B. The assumptions used in calculating the effects of the associated
arrangements on the pro-forma balance sheet are set out below:
(1) Cash at bank
As part of the agreement with the lenders, the group has agreed to
contribute US$500,000 to SGL in additional working capital and to fund
US$150,000 of costs in relation to the sale. These amounts, together
with loans to SGL after the year end of US$267,000, have been
reflected in the pro-forma balance sheet.
(2) Creditors
Following the deduction of the assumed sale proceeds of US$27,915,309
the group will be released from all further obligations to the
lenders.
(3) Convertible Loan Note
Subject to the approval of shareholders and the release of the
guarantee given by Glencar under the Support Agreement, Standard Bank
London Limited will convert their Convertible Loan Note into 24.3
million ordinary shares. The effect of this conversion on the
pro-forma balance sheet is to increase share capital and share premium
by US$3,703,254 with a corresponding reduction in creditors falling
due after one year.
The effect of the above proposals has been reflected in an improvement of the
reserves of the group and reduction of the minority interest in subsidiary
undertakings.
The effect of the foregoing is set out below:
(A) (B) Pro-Forma
Sale of Associated Unaudited
31-Dec-00 Wassa Arrangements 31-Dec-00
project
US$ US$ US$ US$
FIXED ASSETS
Intangible and tangible assets 16,933,853 (12,816,651) - 4,117,202
________ ________ ________ ________
CURRENT ASSETS
Stock 14,474,040 (14,474,040) - -
Debtors 235,064 (155,469) - 79,595
Cash at bank 2,680,027 (469,149) (917,000) 1,293,878
________ ________ ________ ________
17,389,131 (15,098,658) (917,000) 1,373,473
CREDITORS (Amounts falling due
within one year) (16,709,928) 9,744,252 6,409,809 (555,867)
________ ________ ________ ________
NET CURRENT ASSETS/(LIABILITIES) 679,203 (5,354,406) 5,492,809 817,606
________ ________ ________ ________
17,613,056 (18,171,057) 5,492,809 4,934,808
CREDITORS
(Amounts falling due after more
than one year) (37,622,572) 27,915,309 9,707,263 -
________ ________ ________ ________
TOTAL NET (LIABILITIES)/ASSETS (20,009,516) 9,744,252 15,200,072 4,934,808
======== ======== ======== ========
CAPITAL AND RESERVES
Called up share capital 3,505,093 - 726,692 4,231,785
Share premium account 35,629,820 - 2,976,563 38,606,383
Profit and loss account (deficit)
(46,980,774) 2,727,571 6,459,042(37,794,161)
________ ________ ________ ________
TOTAL CAPITAL EMPLOYED (7,845,861) 2,727,571 10,162,297 5,044,007
MINORITY INTEREST IN SUBSIDIARY
UNDERTAKING (12,163,655) 7,016,681 5,037,775 (109,199)
________ ________ ________ ________
(20,009,516) 9,744,252 15,200,072 4,934,808
======== ======== ======== ========
The directors are confident that the successful completion of the sale of the
Wassa project and the release of the group's guarantee will leave sufficient
funds to enable the group to continue trading for the foreseeable future.
Accordingly the directors consider it appropriate to prepare the financial
statements on a going concern basis.
For information please contact:
Richard Hooper
Chairman
Tel: 353 (0) 87 221 2210
Hugh McCullough
Tel: 353 (1) 6619974
27 June, 2001