Adoption of IFRS-Replacement
Serabi Mining plc
13 March 2007
The following replaces RNS release 8027S, released at 07.00 this morning. The
tables have now been included.
SERABI MINING plc ('Serabi' or 'the Company')
Adoption of IFRS and Restatement under IFRS
An EU directive requires Serabi to adopt IFRS from 1 January 2006. Serabi has
voluntarily chosen to adopt the provisions of the International Financial
Reporting Standards. The adoption is with effect from 1 January 2006.
As a result of this change the Company is required to restate previously
reported results and the accompanying information sets out the revised Income
Statement, Balance Sheet and Cash Flow Statement for the previous financial
period (3 months ended 31 December 2005) together with the notes explaining the
effect of the transition.
The Company had already adopted the provisions of IFRS 2 (Share-based Payments)
for the purposes of its previously reported figures. The principal effect of the
IFRS is therefore in respect of foreign exchange impacts, as a result of a need
to vary the Company's previous UK GAAP compliant policy on translation of non
monetary assets denominated in foreign currencies to comply with IFRS. The
overall effect of the restatement under IFRS has been to increase Equity
Shareholder Funds by US$1.98 million as at 31 December 2005 to US$28.6 million.
There has been no effect on the previously reported Income Statement.
Enquiries
Serabi Mining plc
Graham Roberts Tel: 020 7220 9550
Chairman Mobile: 07768 902475
Clive Line Tel: 020 7220 9553
Finance Director Mobile: 07710 151 692
E-mail: contact@serabimining.com
Website: www.serabimining.com
SERABI MINING PLC
Previously published financial information restated under IFRS
Consolidated Income Statement
(restated under IFRS)
(expressed in US$)
3 months to 31
December 2005
Administration expenses (621,422)
Option costs (422,298)
Depreciation of plant and equipment (339,552)
Loss before interest and taxation (1,383,272)
Foreign exchange loss (35,703)
Interest payable (69,929)
Interest receivable 21,044
Loss before taxation (1,467,860)
Taxation -
Loss after taxation (1,467,860)
Earnings per share (basic and diluted) (1.42)
Statement of Recognised Income and Expense
(restated under IFRS)
(expressed in US$)
3 months to 31
December 2005
Loss for period (1,467,860)
Exchange loss on foreign currency net investment (1,273,264)
Total recognised loss for period (2,741,124)
Consolidated Balance sheet
(restated under IFRS)
(expressed in US$)
As at 1 October 2005 As at 31 December
(date of transition) 2005
Non-Current Assets
Goodwill 1,752,516 1,752,516
Development and deferred exploration expenditure 17,017,111 17,420,146
Property, plant and equipment 4,754,641 5,763,233
Total Non-Current Assets 23,524,268 24,935,895
Current Assets
Inventories 902,123 1,825,479
Trade and other receivables 789,541 1,738,474
Prepayments and accrued income 372,730 1,080,077
Cash at bank and in hand 7,557,138 2,152,452
Total Current Assets 9,621,532 6,796,482
Current Liabilities
Trade and other payables 2,002,507 2,320,105
Accruals 50,000 131,432
Total Current Liabilities 2,052,507 2,451,537
Net current assets 7,569,025 4,344,945
Total assets less current liabilities 31,093,293 29,280,840
Non-Current Liabilities
Other payables - 244,724
Provisions 451,528 428,944
Total Non-Current Liabilities 451,528 673,668
Net Assets 30,641,765 28,607,172
Equity
Called up share capital 17,974,336 17,974,336
Share premium reserve 11,818,128 11,818,128
Option reserve 1,983,521 2,690,052
Translation reserve - (1,273,264)
Profit and loss account (1,134,220) (2,602,080)
Equity shareholders' funds 30,641,765 28,607,172
Consolidated statement of changes in shareholders equity
(restated under IFRS)
(expressed in US$)
Share Profit
Share Premium Option Translation and Loss Total
Capital Reserve Reserve Reserve Account Equity
Equity 17,974,336 11,818,128 1,983,521 - (1,134,220) 30,641,765
shareholders' funds
at 1 October 2005
Foreign currency - - - (1,273,264) - (1,273,264)
adjustments
Loss for period - - - - (1,467,860) (1,467,860)
Total recognised - - - (1,273,264) (1,467,860) (2,741,124)
income and expense
for period
Share option - - 706,531 - - 706,531
expense
Equity 17,974,336 11,818,128 2,690,052 (1,273,264) (2,602,080) 28,607,172
shareholders' funds
at 31 December 2005
Consolidated cash flow statement
(restated under IFRS)
(expressed in US$)
For the period from
1 October to 31
December 2005
Net cash flow from operations (2,774,855)
Investing activities
Purchase of property, plant and equipment (1,627,113)
Exploration and evaluation expenditure (967,746)
Net cash outflow from investing activities (2,594,859)
Effects of exchange on cash and cash equivalents (34,972)
Decrease in cash and cash equivalents (5,404,686)
Reconciliation of Operating Loss to Net Cash flow from Operating Activities
(restated under IFRS)
(expressed in US$)
For the period from
1 October to 31
December 2005
Operating Loss (1,383,272)
Depreciation 339,522
Option Costs 422,298
Interest received 21,044
Interest paid (69,929)
Foreign Exchange (55,679)
Changes in working capital
(Increase) in inventories (1,003,810)
(Increase) in receivables, prepayments and accrued income (1,754,743)
Increase in payables and accruals 709,714
Net cash outflow from operations (2,774,855)
Transition to IFRS
Introduction
The Group has adopted International Financial Reporting Standards as adopted for
use in the European Union (IFRS) with effect from 1 January 2006. n accordance
with IFRS 1, the group's transition date is 1 October 2005 being the start date
for which the Group will present full comparatives information in the 2006
Annual Report and Accounts.
An exercise to assess the full impact that the change to IFRS has had on the
Group's reported equity, reported losses and accounting polices, has been
completed. This is explained in more detail below:
Basis of transition
The accounting policies set out below have been applied in preparing the
restatement of the financial statements for the 3 month period ended 31 December
2005 and in the preparation of an opening IFRS balance sheet at 1 October 2005
(the Group's date of transition).
In preparing its opening IFRS balance sheet, the Group has adjusted amounts
reported previously in financial statements prepared in accordance with its
previous basis of accounting (UK GAAP). An explanation of how the transition
from UK GAAP to IFRS has affected the Group's financial position, financial
performance and cash flows is set out in the following tables and the notes that
accompany the tables.
IFRS 1 exemptions
The Group has elected to apply the following exemptions from full retrospective
application
(a) Business combinations: The Group has chosen not to restate business
combinations in accordance with IFRS 3 prior to 1 October 2005.
(b) Fair value or revaluation at deemed cost: The group has not elected to
restate items of property, plant and equipment to fair value at transition
date.
(c) Cumulative translation differences: The Group has elected to set the
previously accumulated currency translation difference to zero at the date
of transition.
Effects of adopting IFRS on the Group's accounting policies
The adoption of IAS 21, 'The effects of changes in foreign exchange rates', has resulted in a change of accounting
policy on the translation of non-monetary assets into the presentation currency of the group. Previously, non-monetary
assets denominated in a foreign currency were recognised using the rate at the date of acquisition of the assets (the
temporal method). Under IFRS, all such assets are required to be translated into the presentation currency using the
exchange rate ruling at the balance sheet date (the closing rate method).
Reconciliation of Equity
1 October 2005 Effect of
transition to
(expressed in US$) Note UK GAAP IFRS IFRS
Non-Current Assets
Goodwill 1,752,516 - 1,752,516
Development and deferred exploration a 14,609,905 2,407,206 17,017,111
expenditure
Property, plant and equipment a 4,088,030 666,611 4,754,641
Total Non-Current Assets 20,450,451 3,073,817 23,524,268
Current Assets
Inventories 902,123 - 902,123
Trade and other receivables 789,541 - 789,541
Prepayments and accrued income 372,730 - 372,730
Cash and bank and in hand 7,557,138 - 7,557,138
Total Current Assets 9,621,532 - 9,621,532
Current Liabilities
Trade and other payables 2,002,507 - 2,002,507
Accruals 50,000 - 50,000
Total Current Liabilities 2,052,507 - 2,052,507
Net current assets 7,569,025 - 7,569,025
Total assets less current liabilities 28,019,476 3,073,817 31,093,293
Non-Current Liabilities
Other payables - - -
Provisions 451,528 - 451,528
Total Non-Current Assets 451,528 - 451,528
Net Assets 27,567,948 3,073,817 30,641,765
Equity
Called up share capital 17,974,336 - 17,974,336
Share premium reserve 11,818,128 - 11,818,128
Option reserve 1,983,521 - 1,983,521
Profit and Loss account b (4,208,037) 3,073,817 (1,134,220)
Equity shareholders' funds 27,567,948 3,073,817 30,641,765
Effect of
31 December 2005 transition to
(expressed in US$) Note UK GAAP IFRS IFRS
Non-Current Assets
Goodwill 1,752,516 - 1,752,516
Development and deferred exploration a 15,831,875 1,588,271 17,420,146
expenditure
Property, plant and equipment a 5,375,621 387,612 5,763,233
Total Non-Current Assets 22,960,012 1,975,883 24,935,895
Current Assets
Inventories 1,825,479 - 1,825,479
Trade and other receivables 1,738,474 - 1,738,474
Prepayments and accrued income 1,080,077 - 1,080,077
Cash and bank and in hand 2,152,452 - 2,152,452
Total Current Assets 6,796,482 - 6,796,482
Current Liabilities
Trade and other payables 2,320,105 - 2,320,105
Accruals 131,432 - 131,432
Total Current Liabilities 2,451,537 - 2,451,537
Net current assets 4,344,945 - 4,344,945
Total assets less current liabilities 27,304,957 1,975,883 29,280,840
Non-Current Liabilities
Other payables 244,724 - 244,724
Provisions 428,944 - 428,944
Total Non-Current Assets 673,668 - 673,668
Net Assets 26,631,289 1,975,883 28,607,172
Equity
Called up share capital 17,974,336 - 17,974,336
Share premium reserve 11,818,128 - 11,818,128
Option reserve 2,690,052 - 2,690,052
Translation reserve c - (1,273,264) (1,273,264)
Profit and Loss account c (5,851,227) 3,249,147 (2,602,080)
Equity shareholders' funds 26,631,289 1,975,883 28,607,172
Notes to the reconciliation of equity
(a) The adoption of IAS 21 has resulted in a change in the accounting policy
for the conversion of non- monetary assets being, Property plant and equipment
and Development and deferred exploration expenditure.
Previously the Group had used the temporal method of conversion of these assets.
Under IAS 21 the Closing rate method in translating these assets is used.
(b) The effect of the adjustment on equity at 1 October 2005 is
US$3,073,817, and the amount has been taken to retained earnings. The
cumulative effect of adjustments on equity at 31 December 2005 is an increase of
$1,975,883, of which an exchange translation loss of $1,097,934 during the three
months ended 31 December 2005 has been taken to the translation reserve.
(c) The effect of the adjustment on equity is as follows, and the amount has
been identified separately as a translation reserve.
US$
31 December 2005
Exchange gain arising on net equity at the date of transition 3,073,817
Exchange loss previously recognised transferred to Translation
Reserve 175,330
Movement in retained earnings 3,249,147
Exchange loss arising in the period under IAS 21 (1,097,934)
Exchange loss previously recognised transferred to Translation
Reserve (175,330)
Movement in Translation Reserve (1,273,264)
Reconciliation of Loss
Effect of
transition to
Three months to 31 December 2005 Note UK GAAP IFRS IFRS
(expressed in US$)
Administration expenses (621,422) - (621,422)
Option costs (422,298) - (422,298)
Depreciation of plant and equipment (339,552) - (339,552)
Loss before interest and taxation (1,383,272) - (1,383,272)
Foreign exchange loss (35,703) - (35,703)
Interest payable (69,929) - (69,929)
Interest receivable 21,044 - 21,044
Loss before taxation (1,467,860) - (1,467,860)
Taxation - -
Loss after taxation (1,467,860) - (1,467,860)
Earnings per share (basic and diluted) (1.42) - (1.42)
Statement of Recognised Income and Expense
(expressed in US$)
Effect of
transition to
Note UK GAAP IFRS IFRS
Loss for period (1,467,860) - (1,467,860)
Exchange loss on foreign currency net investment c (175,330) (1,097,934) (1,273,264)
Total recognised loss for period (1,643,190) (1,097,934) (2,741,124)
Explanation of material adjustments to the cash flow statement
Interest paid has been reclassified as part of net cash outflow from operating
activities where under UK GAAP it formed part of the return on investments and
servicing of finance.
Interest received has been reclassified under net cash from operating activities
where under UK GAAP it formed part of the return on investments and servicing of
finance.
There are no other material differences between the cash flow statement
presented under IFRS and the cash flow statement presented under UK GAAP.
Significant accounting policies under IFRS
(a) Basis of preparation
The financial statements are presented in US dollars. They are prepared on the
historical cost basis or the fair value basis where the fair valuing of relevant
assets and liabilities has been applied.
The accounting policies set out below have been applied consistently to all
periods presented in these consolidated financial statements and in preparing an
opening IFRS balance sheet at 1 October 2005 for the purposes of the transition
to IFRS.
(b) Basis of consolidation
(i) Subsidiaries
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up to
31 December each year. Control is recognised where the Company has the power to
govern the financial and operating policies of an investee entity so as to
obtain benefits from its activities. On acquisition, the assets, liabilities and
contingent liabilities of a subsidiary are measured at their fair value at the
date of acquisition. Any excess of the cost of the acquisition over the fair
values of the identifiable net assets acquired is recognised as goodwill. If the
cost of the acquisition is less than the fair value of net assets of the
subsidiary acquired, the difference is recognised directly in the income
statement.
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 into line with those used by the
Group.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
(ii) Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses or income and expenses
arising from intra-group transactions, are eliminated in preparing the
consolidated financial statements.
(c) Foreign currency
The Group's presentation currency is US dollars, and has been selected based on
the currency of the primary economic environment in which the Group as a whole
operates.
Transactions in currencies other than the functional currency of a company are
recorded at a rate of exchange approximating to that prevailing at the date of
the transaction. At each balance sheet date, monetary assets and liabilities
that are denominated in currencies other than the functional are translated at
the amounts prevailing at the balance sheet date and any gains or losses arising
are recognised in the income statement.
On consolidation, the assets and liabilities of the Group's overseas operations
that do not have a US dollar functional currency are translated at exchange
rates prevailing at the balance sheet date. Income and expense items are
translated at the average exchange rate for the period. Exchange differences
arising are recognised in the income statement.
(d) Property, plant and equipment
(i) Owned assets
Items of property, plant and equipment are stated at cost less accumulated
depreciation (note d(iv)) and impairment losses (note (h)).
Upon demonstration of the feasibility of commercial production, any past
deferred exploration, evaluation and development costs related to that operation
will be reclassified as Mining Properties. They will be stated at cost less
amortisation charges and any provision for impairment. Amortisation will be
calculated on the Unit of Production basis
(ii) Leased assets
Assets held under leases, which result in the Group bearing risk and receiving
benefit of ownership (finance leases), are capitalised as property, plant and
equipment at the estimated present value of underlying lease payments.
The corresponding finance lease obligation is included within borrowings. The
interest element is allocated to accounting periods during the lease term to
reflect a constant rate of interest on the remaining balance of the obligation
for each accounting period.
At the date of transition the Group had no leased assets.
(iii) Subsequent costs
The Group recognises in the carrying amount of an item of property, plant and
equipment the cost of replacing part of such an item when that cost is incurred
if it is probable that the future economic benefits embodied with the item will
flow to the Group and the cost of the item can be measured reliably. All other
costs are recognised in the income statement as an expense as incurred.
(iv) Depreciation
Depreciation is charged to the income statement on a straight-line basis over
the estimated useful lives of each part of an item of property, plant and
equipment. Land is not depreciated. The estimated useful lives are as follows:
Mining Assets
Processing plant three - seven years
Other plant and assay equipment two - ten years
Heavy vehicles eight years
Light vehicles three years
Land and Buildings ten - twenty years
Mining Properties unit of production
Other Assets
Furniture and fittings five years
Office Equipment four years
Communication installations five years
Computers three years
The residual value, if not insignificant, is reassessed annually. Gains and
losses on disposal are determined by comparing proceeds with carrying amount and
are included in the income statement.
(e) Deferred exploration and evaluation costs
All costs related to the exploration of mineral properties are capitalised and
deferred until either the properties are demonstrated to be commercially
feasible (see note d (i)) or until the properties are sold, allowed to lapse or
abandoned, at which time any capitalised costs written off to the income
statement.
All costs incurred prior to obtaining the legal right to undertake exploration
and evaluation activities on a project are written-off as incurred.
Exploration and evaluation costs arising following the acquisition of an
exploration licence are capitalised on a project-by-project basis, pending
determination of the technical feasibility and commercial viability of the
project. Costs incurred include appropriate technical and administrative
overheads but not general overheads. Deferred exploration costs are carried at
historical cost less any impairment losses recognised.
Property, plant and equipment used in the Group's exploration activities are
separately reported.
(f) Trade and other receivables
Trade receivables are not interest bearing and are stated at fair value at the
balance sheet date.
Other receivables are not interest bearing and are stated at amortised cost at
the balance sheet date.
Receivables in respect of sale of gold/copper concentrate are revalued using
metal prices ruling at the balance sheet date. Increments and decrements in
final measured metal content of the concentrate delivered to the customer are
adjusted upon presentation of the final invoice.
(g) Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the balance sheet.
(h) Impairment
Whenever events or changes in circumstance indicate that the carrying amount of
an asset may not be recoverable an asset is reviewed for impairment. An asset's
carrying value is written down to its estimated recoverable amount (being the
higher of the fair value less costs to sell and value in use) if that is less
than the asset's carrying amount.
Impairment reviews for deferred exploration and evaluation costs are carried out
on a project by project basis, with each project representing a single cash
generating unit. An impairment review is undertaken when indicators of
impairment arise but typically when one of the following circumstances apply:
(i) unexpected geological occurrences that render the resource uneconomic
(ii) title to the asset is compromised
(iii) variations in metal prices that render the project uneconomic
(iv) variations in the currency of operation
(i) Share capital
The Company's ordinary shares are classified as equity.
Called up share capital is recorded at par value of 10p per share.
Monies raised from the issue of shares in excess of par value have been recorded
as Share Premium. Costs associated with the raising of capital have been netted
off of this amount.
(j) Borrowings
Borrowings and interest bearing borrowings are initially recognised at fair
value, net of transaction costs incurred. Borrowings are subsequently stated at
amortised cost with any difference between the proceeds (net of transaction
costs) and the redemption value recognised in the income statement over the
period of the borrowings using the effective interest rate method.
(k) Employee benefits
(i) Share based payment transactions
The Group issues share based payments to certain employees, which are measured
at fair value at date of grant. The fair value determined at the grant date is
expensed on a straight line basis over the vesting period, based on the Group's
estimate of shares that will eventually vest.
(ii) Share Options
In accordance with IFRS 2 the entity measures the goods or services received by
measurement of the fair value of the share options. This cost is charged to the
profit and loss account. The Black - Scholes method has been used to calculate
this fair value. The expected life of the instrument used in the model is
adjusted, based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations.
The entity measures the fair value of the services received by reference to the
fair value of the equity instruments granted, because typically it is not
possible to estimate reliably the fair value of the services received. The fair
value is measured at the date of grant. Where the equity instruments granted do
not vest immediately but after a specified number of years, the fair value is
accounted for over the vesting period.
(iii) Pension costs
The group does not operate any pension plan for its employees although it does
make contributions to employee pension plans in accordance with instructions
from those employees. The company has no contractual commitment as to the
ability of those funds to provide any minimum level of future benefit to the
individual and is contracted only to make the contributions. Company
contributions to such schemes are charged against profits as they full due.
(l) Provisions
Provisions are recognised when:
(i) the Group has a present legal or constructive obligation as a result of
past events;
(ii) it is more likely than not that an outflow of resources will be required
to settle the obligation; and
(iii) the amount can be reliably estimated.
(m) Trade and other payables
Trade and other payables are not interest bearing and are stated at cost.
(n) Inventories
Inventories are stated at the lower of cost and net realisable value.
Materials held for consumption within operations are valued based on purchase
price or when manufactured internally at cost. Costs are allocated on an
average basis and include direct material, labour, related transportation costs
and an appropriate allocation of overhead costs.
Gold bullion and concentrate and any other production inventories are valued at
the lower of cost or net realizable value. Cost will reflect appropriate
mining, processing, transport and labour costs as well as an allocation of mine
services overheads.
Net realisable value is the estimated selling price in the ordinary course of
business, after deducting the costs of marketing, selling and distribution to
customers.
(o) Revenue
Turnover represents amounts receivable in respect of sales of gold and by
products. Turnover represents only sales for which contracts have been agreed
and for which the product has been delivered to the purchaser in the manner set
out in the contract. Turnover is stated net of any applicable sales taxes
Revenue from the sale of goods is recognised when the significant risks and
rewards of ownership have been transferred to the buyer. Revenues are
recognised in full using prices ruling at the date of sale with adjustment made
for gold prices ruling at the balance sheet for any sales in which final pricing
has not been agreed. Further adjustments in respect of final sales prices are
recognised in the month that such adjustment is agreed. Any unsold production
and in particular concentrate is held as inventory and valued at production cost
until sold.
No revenue is recognised if there are significant uncertainties regarding
recovery of the consideration due.
All sales revenue from incidental production arising during the exploration,
evaluation and development of a mineral resource prior to commercial production
are taken as a contribution towards previously incurred costs and offset against
the related asset accordingly.
Interest income is recognised on a time-proportion basis using the effective
interest rate method.
(p) Expenses
(i) Operating lease payments
Payments made under operating leases are recognised in the income statement on a
straight-line basis over the term of the lease.
(ii) Finance lease payments
Lease payments are apportioned between the finance charge and the reduction of
the outstanding liability. The finance charge is allocated to each period during
the lease term so as to produce a constant periodic rate of interest on the
remaining balance of the liability.
(iii) Net financing costs
Net financing costs comprise interest payable on borrowings calculated using the
effective interest rate method and interest receivable on funds invested.
Interest income is recognised in the income statement as it accrues, using the
effective interest method.
(q) Taxation
The charge for taxation is based on the result for the year and takes into
account deferred tax. Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the balance sheet
method.
Deferred tax assets are only recognised to the extent that it is probable that
future taxable profit will be available against which the temporary differences
can be utilised.
(r) Segment reporting
A segment is a distinguishable component of the Group that is engaged either in
providing products or services (business segment), or in providing products or
services within a particular economic environment (geographical segment), which
is subject to risks and rewards that are different from those of other segments.
The Group has only one business segment, namely gold mining and exploration.
This is considered to be the primary reporting segment for the Group.
The Group operates in three geographic segments, namely, Brazil, United Kingdom
and Australia. This is considered to be the secondary reporting segment for the
Group.
(s) Goodwill
Goodwill on acquisition is initially measured at cost being the excess of the
cost of the business combination over the acquirer's interest in the net fair
value of the identifiable assets, liabilities and contingent liabilities.
Following initial recognition, goodwill is measured at cost less any accumulated
impairment losses.
Goodwill is not amortised. Goodwill is reviewed for impairment, annually or more
frequently if events or changes in circumstances indicate that the carrying
value may be impaired.
As at the acquisition date, any goodwill acquired is allocated to the group's
cash-generating units.
Impairment is determined by assessing the recoverable amount of the
cash-generating unit to which the goodwill relates.
Where the recoverable amount of the cash-generating unit is less than the
carrying amount, an impairment loss is recognised.
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