Final Results

RNS Number : 5659C

Goldstone Resources Ltd

29 June 2016

 

GOLDSTONE RESOURCES LIMITED

("GoldStone" or the "Company")

Final Results for the year ended 31 December 2015

GoldStone (AIM: GRL), the AIM quoted company focused on gold in West and Central Africa, is pleased to announce its final results for the year ended 31 December 2015.

The results below are extracted from the Company's audited financial statements which will shortly be available to view and download in full at the Company's web site www.goldstoneresources.com. Copies of the Annual Report will be posted to shareholders before 30 June 2016.

Chairman's report

Looking back over 2015 it would appear that the negative market sentiment towards mining and particularly exploration companies bottomed out during the year. I hope the same can be said for the fortunes of Goldstone Resources Limited ('the Company' or 'Goldstone').

After reporting encouraging results from an auger and reverse circulation drill programme on the westward extension of the Homase-Akrokerri mineralisation trend in the first half of 2015, your board decided to hold off on further exploration spending until sentiment improved. The cost to shareholders of replacing precious exploration funds was considered to be too high.

As a result of the market sentiment to the mining sector, the Company sought to undertake a root and branch strategic review. Consideration was given to continued participation in all three countries of operation; merger with other exploration companies; and the sale of prospecting licences which would have provided funds and a breathing space for redevelopment. Following completion of this review and the various changes to the Company that have taken place since the year end, the Company is now focused on seeking to advance Homase-Akrokerri through an infill RC drilling programme, further details of which are set out below, as well as continuing to explore opportunities to create shareholder value from its other prospecting licences.  In addition, the Company will also consider opportunities to expand its licence base, should the right proposition become available.

The result for the year was a consolidated loss of US$1.30 million (US$1.17 million in 2014) reflecting the higher level of exploration activity in the first half of 2015. It should be noted that unlike many similar companies, Goldstone has not, and continues not, to capitalise exploration costs. This has the effect of increasing losses and means that investment exploration is not reflected in the balance sheet. The Company finished the year with a cash balance of US$0.24 million (US$1.56 million in 2014).

Since the year end there have been a number of changes to the Company.  Firstly, Red Rock Resources Plc ('Red Rock') and Metal Tiger Plc ('Metal Tiger') became shareholders, following Unity Mining Ltd's decision to realise their investment in the Company, having held a substantial interest in Goldstone for many years, and in aggregate, now held approximately 22.9% of the shares in the Company. We are accordingly pleased to welcome Red Rock and Metal Tiger as shareholders and share their enthusiasm, particularly for the potential in Ghana, and look forward to working with them as we seek to rejuvenate the fortunes of the Company.

Secondly there have been a number of changes to the board with the resignation of Jurie Wessels, as Chief Executive, and Kerry Parker, as non-executive director, Unity's representative on the board. We are grateful to both Jurie and Kerry, for their efforts and contributions to the Company. Following these changes, we were pleased to welcome Emma Priestley as interim CEO and she is working with the board and shareholders in seeking to advance the Company.

Following these changes, the board is now resolved to concentrate on exploring our current prospecting licence portfolio in Ghana and, if possible to add to it with a view to developing projects with nearer term cash flow potential. Given the refocussing of Goldstone for the advancement of its prospecting licences, the board has also reinstated the remuneration which had previously been waived.

We would also like to acknowledge the contribution made by our major shareholder Stratex International PLC ('Stratex') which has a 33.45% interest in the Company.  Since the year end Stratex has made, in aggregate, US$350,000 available to the Company through a short term loan facility, as well as providing technical and management support.  Stratex has also provided the Company with a written non legally binding letter, confirming Stratex's financial support for the Company for a period of 12 months from the date of the signing of these financial statements. This financing is essential  in order to support the planned exploration activities in 2016. It is also your board's intention in due course to recapitalise the Company in order to fund its current exploration activities and to enhance its prospecting licence base particularly in Ghana, and rebuild shareholder value which has been eroded by difficult times.

Operational Report

Licences in Ghana

Since the last reporting period the focus of field exploration and analysis continued to be concentrated on the prospecting licences in Ghana.

The Company's Homase/Akrokerri project is located within the defined Ashanti Gold Belt and abuts Anglo Gold Ashanti's Obuasi tenements. Following the increase in Goldstone's interest in the project during 2015, Goldstone now holds 90% of the Homase license and 100% in the Akrokerri licence through its wholly owned Ghanaian registered subsidiary (Goldstone Akrokerri (Ghana) Limited). Goldstone's licences have also been renewed, effective from July 2015, for a further period of two years.

The Homase/Akrokerri project currently has a JORC-compliant mineral resource of 10.6 million tonnes at an average grade of 1.77 g/t Au for 602,000 oz Au, including c.100,000 oz oxide gold at 1.29 g/t Au, of which Goldstone owns 93%.

The main operational highlights in the financial year were presented in the review of the 2015 auger hole program carried out on both the Homase and Akrokeri licences:

•          Auger drilling was completed for a total of 1,332 holes over 8 prospects to target additional oxide potential;

•          Close-spaced infill auger drilling was conducted for a further 195 holes over Akrokerri prospects AK02, immediately south west and along strike of the Homase/Akrokerri deposit, and AK04, which may be an extension of AK02, where the initial auger program had highlighted the potential for c.1,500 m- and c.800 m- long target zones respectively;

•          The results of the infill auger drilling at AK02 confirmed a c.1,500m- long saprolite anomaly of 57 to 394 ppb Au, which is thought to reflect bedrock gold mineralisation;

•          The anomaly covers four historic drill fence lines, where holes have missed the interpreted bedrock gold mineralisation on at least two of the lines;

•          At AK04, infill auger results did not support the original prospectivity and the target strike length was reduced to 300m. However, anomalous results were maintained around the site of historic RC drilling; and

•          This work has identified areas where further exploration can be undertaken with the potential to identify new targets.

The Company plans to undertake an infill RC drilling programme across the AK02 prospect with a view to adding to the existing resource base at Homase-Akrokerri. No further drilling is currently planned at AK04, although this may change subject to the outcome of drilling at AK02. With an improving gold price, the Company will also consider testing the system at depth to follow-up on previous diamond drilling that has returned a number of significant intercepts including 23.5 m @ 6.22 g/t Au, 13 m @ 10.90 g/t Au and 11 m @ 4.96 g/t Au, and are thought to reflect the tops of Obuasi-style ore shoots.

An office and accommodation facility has been established at Homase-Akrokerri and, subject to funding, further exploration will commence in the latter part of 2016.

Elsewhere in Ghana, minimal work has been undertaken at the Manso Amenfi project.

Homase-Akrokerri continues to be supported by the Company's major shareholder Stratex, who have supported the review of the technical programme since late-2014.

Licences in Senegal and Gabon

During the year, minimal work was undertaken on our projects in Senegal (Sangola) and Gabon (Oyem and Ngoutou), as Goldstone has been focused on its efforts in Ghana and on restructuring the Company. 

Going forward, the Company shall continue to identify potential corporate deals for these licences in order to extract their underlying value without actively pursuing significant exploration work ourselves. This may take the form of joint ventures, disposals or other corporate restructuring.

Christopher Hall

Chairman

Directors' report

The directors submit their report and consolidated financial statements ('the financial statements') for Goldstone Resources Limited (the 'Company') and its subsidiaries (together 'the Group') for the year ended to 31 December 2015.

Incorporation

The Company was incorporated in Jersey as a private company under the Companies (Jersey) Law 1991 on 17 April 1998.  The Company was changed from a private company to a public company on 16 March 2004.  The Company was successfully admitted to trading on AIM on 25 March 2004. As of 31 December 2015, the Company has an issued share capital of 62,286,363 shares (December 2014: 62,286,363 shares).

Principal activity and review of business

The Company's principal activity is exploration and mining of gold and associated elements. The directors are currently active in pursuing the Company's exploration projects and prospects in West and Central Africa, with the main focus in Ghana.  A review of the Company's performance and indications of likely future development is included in the Chairman's report.

Going concern

The financial statements have been prepared on the basis that the Group is a going concern.  The Group is engaged in exploration activities which have not yet generated income streams and the Group continues to be loss making.

The Group has a year-end cash position of US$0.24 million (2014: US$1.56 million) and its cash flow forecasts indicate that even though the Group has put measures in place to preserve cash resources and minimise cash burn rate through cost reduction, and has the ability to continue to do so in the future, it is reliant on procuring funding to continue in operational existence.  The economic climate and market conditions which have been prevalent in the small cap mining industry, may continue to adversely affect the Group's ability to procure funding, to conduct meaningful exploration activities.

The Group has been able to secure funding to provide the necessary funds to advance the Group. Stratex International PLC ('Stratex'), the company's largest shareholder, has provided the Group with a short term loan facility of US$0.35 million due on 31 December 2016 (See note 27, Subsequent Events). Beyond this initial loan facility amount of US$0.35 million Stratex is not legally committed to provide any additional financing to the Group, although the directors (some of whom are common directors of Stratex) believe that Stratex will continue to provide ongoing financial support, as set out in the letter from Stratex confirming that it would provide financial support to the Company for a period of 12 months from the date of signing these accounts (for the avoidance of doubt, this is not a legal commitment).

Due to the fact that the Group is loss making and currently generating no revenue, and due to the challenging market conditions in the small cap mining industry, there is a material uncertainty in relation to whether the Group will be able to procure all of the necessary funding it requires to provide working capital and conduct meaningful exploration activities into the foreseeable future.  This material uncertainty may give rise to significant doubt over the Group's ability to continue as a going concern, such that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

However, notwithstanding this material uncertainty, given that the directors have a reasonable expectation, for the reasons set out above, that additional financing will be received, the financial statements have been prepared on a going concern basis. The financial statements do not include any adjustments that may be required if they were prepared on a basis other than going concern.

Results and dividends

The loss for the financial year is set out in the consolidated statement of comprehensive income on page 12. The directors do not recommend a dividend for the year ended 31 December 2015 (10 month period ended 31 December 2014: US$ nil).

The comparative numbers presented are for the period from 1 March 2014 to 31 December 2014.

Directors

The directors of the Company who served during the year and to the date of this report, with the exceptions of JH Wessels who resigned on 18 February 2016 and K Parker who resigned on 31 May 2016, are as set out on page 2.

Corporate governance

The Company's share capital is quoted on the AIM market of London Stock Exchange plc and as such the Company can, if it chooses, comply with the terms of the Code of Best Practice on Corporate Governance, although neither compliance nor a statement on the degree of compliance is a requirement of AIM.

Statement of directors' responsibilities

The directors are responsible for preparing the consolidated financial statements ('the financial statements') in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied they give a true and fair view of the state of affairs of the Group and of the profit and loss of the Group for that period.

International Accounting Standard 1 requires that the directors:

•          properly select and apply accounting policies;

•          present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

•          provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

•          make an assessment of the Group's ability to continue as a going concern.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in Jersey governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.

Independent Auditor's report to the members of Goldstone Resources Limited

We have audited the consolidated financial statements (the "financial statements") of Goldstone Resources Limited ("the Company") and its subsidiaries (together "the Group") for the year ended 31 December 2015, which comprise the Consolidated Statement of Financial Position, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes 1 to 28. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union ('EU').

This report is made solely to the Company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991.  Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.  Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland).  Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.  This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.  In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies, we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

·        give a true and fair view of the state of the Group's affairs as at 31 December 2015 and of its loss for the year then ended;

·        have been properly prepared in accordance with IFRSs as adopted by the EU; and

·        have been properly prepared in accordance with the Companies (Jersey) Law 1991.

Emphasis of matter - going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 2b to the financial statements concerning the Group's ability to continue as a going concern. The Group is currently engaged in exploration activities which have not yet generated income streams. As such, the Group is dependent on procuring sufficient funding to continue in operational existence. These conditions, along with the other circumstances described in note 2b, indicate the existence of material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies (Jersey) Law 1991 we are required to report to you if, in our opinion:

·        proper accounting records have not been kept by the parent company;

·        the financial statements are not in agreement with the accounting records and returns; or

·        we have not received all the information and explanations we require for our audit.

Sarah Sanders FCA

for and on behalf of Deloitte LLP

Chartered Accountants

Isle of Man

Consolidated statement of financial position

as at 31 December 2015

in united states dollars		December 2015		December 2014 Restated
assets
property, plant and equipment		9,110		21,507
non-current assets		9,110		21,507
trade and other receivables		912		9,923
cash and cash equivalents		244,530		1,563,085
current assets		245,442		1,573,008
total assets		254,552		1,594,515
equity
share capital - ordinary shares		1,008,352		1,008,352
share capital - deferred shares		6,077,013		6,077,013
share premium		25,717,878		25,717,878
capital contribution reserve		555,110		555,110
share options reserve		605,808		605,808
accumulated deficit		(33,718,456)		(32,420,533)
total equity		245,705		1,543,628
liabilities
trade and other payables		8,847		50,887
current and total liabilities		8,847		50,887
total equity and liabilities		254,552		1,594,515

Consolidated statement of comprehensive income

for the year ended 31 December 2015

in united states dollars		year ended 31 December 2015		10 months ended 31 December 2014
continuing operations
sundry income		27,500		45,786
exploration expenses		(525,291)		(325,823)
other expenses		(804,366)		(892,060)
results from operating activities		(1,302,157)		(1,172,097)
finance income		4,234		2,060
net finance cost		4,234		2,060
loss before tax		(1,297,923)		(1,170,037)
loss from continuing operations		(1,297,923)		(1,170,037)
other comprehensive income		0		0
total comprehensive loss for the year		(1,297,923)		(1,170,037)
loss per share
basic loss per share		(0.021)		(0.019)
diluted loss per share		(0.021)		(0.019)

Consolidated statement of changes in equity

for the year ended 31 December 2015

in united states dollars	share capital ordinary shares	share capital deferred shares	share premium	capital contribution reserve	share options reserve	accumulated deficit	total equity
balance as at 28 February 2014	6,340,370	0	24,110,882	555,110	605,808	(31,250,496)	361,674
issue of ordinary shares	744,995	0	1,606,996	0	0	0	2,351,991
Issue if deferred shares	(6,077,013)	6,077,013	0	0	0	0	0
loss for the year	0	0	0	0	0	(1,170,037)	(1,170,037)
balance as at 31 December 2014	1,008,352	6,077,013	25,717,878	555,110	605,808	(32,420,533)	1,543,628
loss for the year	0	0	0	0	0	(1,297,923)	(1,297,923)
balance as at 31 December 2015	1,008,352	6,077,013	25,717,878	555,110	605,808	(33,718,456)	245,705

Consolidated statement of cash flows

for the year ended 31 December 2015

in united states dollars	year ended 31 December 2015		10 months ended 31 December 2014
cash flow from operating activities
loss for the year	(1,297,923)		(1,170,037)
adjusted for:
-      depreciation	12,397		14,038
-      interest received	(4,234)		(2,060)
changes in:			0
-      trade and other receivables	9,011		8,053
-      trade and other payables	(42,040)		(257,186)
net cash used in operating activities	(1,322,789)		(1,407,192)
cash flow from investing activities
interest received	4,234		2,060
acquisition of property, plant and equipment	0		(2,869)
net cash used in / (from) investing activities	4,234		(809)
cash flow from financing activities
proceeds from issue of ordinary share capital	0		2,351,991
net cash from financing activities	0		2,351,991
net (decrease)/increase in cash and cash equivalents	(1,318,555)		943,990
cash and cash equivalents at beginning of the year	1,563,085		619,095
cash and cash equivalents at end of the year	244,530		1,563,085

Basis of preparation

The Group's financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations, issued by the International Accounting Standard Board (IASB) as endorsed for use in the EU and those parts of the Companies Act 2006 that are applicable to companies that prepare their financial statements under IFRS.

The Group's financial statements were approved by the directors on 28 June 2016.

 

END

 

 

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