Final Results 2011 (Released in Text Form)

RNS Number : 7751T
Solomon Gold PLC
12 December 2011
 

 

 

 

 

 

 

 

 

Annual Report

 

For the year ended 30 June 2011

 


CORPORATE INFORMATION

 

DIRECTORS

Cameron Wenck (Non-Executive Chairman)

Nicholas Mather (Chief Executive Officer)

Brian Moller (Non-Executive Director)

Dr Robert Weinberg (Non-Executive Director)

John Bovard (Non-Executive Director)

 

COMPANY SECRETARY

Karl Schlobohm

 

REGISTERED OFFICE

10 Dominion Street, London EC2M2EE

United Kingdom

 

Registered Number 5449516

 

AUSTRALIAN OFFICE

Level 5, 60 Edward Street,

Brisbane   QLD   4000

Phone: + 61 7 3303 0660

Fax: +61 7 3303 0681

Email: info@solomongold.com

Web Site: www.solomongold.com

 

AUDITOR

PKF (UK) LLP

Farringdon Place, 20 Farringdon Road

London EC1M 3AP

United Kingdom

 

NOMINATED ADVISOR

RFC Corporate Finance Ltd

Level 14, 19-31 Pitt Street

Sydney NSW 2000, Australia

 

BROKER

Fairfax IS

46 Berkeley Square

Mayfair

London W1J 5AT

United Kingdom

 

BANKERS

Macquarie Bank Ltd (Brisbane Branch)

300 Queen Street, Brisbane QLD 4000

Australia

 

SOLICITORS

Fox Williams

10 Dominion Street

London EC2M 2EE

United Kingdom

 

AUSTRALIAN SOLICITORS

HopgoodGanim

Level 8, Waterfront Place

1 Eagle Street,

Brisbane QLD 4000, Australia

 

REGISTRARS

Computershare Investor Services plc

The Pavilions, Bridgwater Road

BristolBS99 7NH

United Kingdom



 

CHAIRMAN'S STATEMENT

 

 

Dear Fellow Shareholder

 

Over the past 12 months, your company has continued to diligently progress each of its projects in Queensland (Rannes and Mt Perry, 100% owned) and the Solomon Islands (Fauro, 100% owned and the Guadalcanal Island Joint Venture, partly owned with Newmont Mining Corporation, our JV partner).

 

Importantly, as part of the Board's strategy to de-risk the company's overall exploration profile, the company has expanded its Inferred Mineral Resource at Mt Rannes in Queensland (first announced in June 2010) from an initial 201,648oz gold-equivalent to 543,858oz gold-equivalent as of 30 June 2011 and we expect further upgrades. Work continues apace at Rannes to expand the overall resource and to date 21 targets have been identified within the Rannes Project Area, of which eight Prospects have been subject to first pass drilling and have potential economic intersections.The Company continues to define new areas of mineralisation across the 30km long newly defined gold province.

 

Recent results from core samples drilled at greater depths have been very encouraging and the Board is now confident that the currently defined gold and silver system at Rannes gives way to deeper high grade epithermal gold mineralisation in the boiling zone of these epithermal gold-silver systems. As a result, the Company is expanding its drilling program and additional diamond drilling rigs are being engaged for this purpose.  We are optimistic that further drilling will help us meet the Company's gold target of 2 million ounces at the Rannes Project.

 

At Mt Perry, the Company is investigating an area of approximately 1,500km2 hosting over 50 historic mines and workings near Newcrest's Mt Rawdon Gold Mine.  Mt Perry has yielded potentially economic drill intersections on nine of the ten prospects tested to date.  At this early stage, your Company is targeting an initial 400,000oz gold equivalent and we envisage commencement of drilling, weather permitting (the wet season makes this more challenging), and once negotiations with landowners and drill agreements are finalised.

 

In addition, your Company has plans to drill at Normanby (North-West of Mackay in North Queensland), particularly at Mt Flat Top, whilst further sampling at Mount Crompton is envisaged. Further drilling is envisaged at Clermont (North-West of Rockhampton in Queensland), particularly Niagara along strike of previously identified economic intercepts. Other Queensland projects include Lone Hand and Cracow West where initial sampling is expected over the course of the next 12 months.

 

On Fauro Island in the Solomon Islands,  the Company has identified nine intrusive systems and associated geochemical, magnetic and electromagnetic anomalies including; Ballyorlo, Kiovakase, Meriguna, Bataha and Ballteara.  Surface rock sampling at the Meriguna Prospect so far has yielded up to 173g/t gold and 0.35% copper, defined over a 700m by 1,500m zone and trenching results include, 20m at 4.2g/t gold (incl. 6m at 11.63g/t gold and 2m at 5.04g/t gold). At the Kiovakase Prospect surface rock sampling results include up to 169g/t gold and 0.16% copper, now defined over a 700m by 1,500m zone, as well as trench results including 16m at 1.40g/t gold (incl. 4m at 1.14g/t gold, and 6m at 2.51g/t gold).  The Ballyorlo prospect yields up to 0.43% molybdenum and 0.2% copper.  Diamond drilling commenced late in December 2010 and has been on-going in 2011, with six-holes successfully completed by 30 June 2011. There were three holes drilled at Meriguna and three at Ballyorlo. The drilling in collaboration with the geophysical interpretation is giving us a better understanding of the geology, structures and mineralisation and is certainly assisting with better drill targeting. We continue to remain hopeful of finding a significant ore body at Fauro.

 

Our Joint Venture on the island of Guadalcanal in the Solomon Islands, continues with NVL Solomon Islands Limited, a subsidiary of Newmont Mining Corporation (NYSE:NEM) ("Newmont"), earning up to a 70% interest.  The Guadalcanal Joint Venture had previously outlined high priority gold-copper porphyry targets at Sutakiki, Koloula, Mbetilonga, and Kuma Projects.  Ground based work (including geophysics) and interpretation, over most of these project areas have been conducted throughout the year and continue with a view to identifying drill targets. During the year, work conducted at Chikora (Koloula Project) led to a reinterpretation of the geology, and drill testing. Surface sampling and drill testing at Mbetilonga provides encouraging results for a more extensive and deeper drilling program expected to continue into 2012. Your Company is particularly optimistic about drill targets identified in the western area of the Mbetilonga project. Further drilling is also expected at Sutakiki where your Company previously found significant and continuous mineralisation at depth, in a number of drill holes.

 



 

 

In summary, your Company continues to regularly expand its gold resource at Mt Rannes in Central Queensland whilst other identified targets in Queensland have sound exploration upside. The developments at Mt Rannes continue to support our previously stated view that the mineralisation here is similar in texture and chemistry as well as having similar structural settings to the Carlin Style deposits in Nevada, USA. Our recognition that large new zones of blind gold-silver mineralization occur at depth, give further support for this view. In the Solomon Islands, there is significant exploration upside at our Fauro and Guadalcanal project areas. Newmont Mining Corporation continues to strongly support the Guadalcanal Joint Venture with actual and budgeted expenditure well in advance of their obligation.

 

On behalf of the Board of Directors, I would like to take this opportunity to thank you for your support of the Company and I look forward to bringing you further good news as our exploration and development efforts continue.

 

 

 

Cameron Wenck

Chairman

4 November 2011



 

DIRECTORS' REPORT

 

The Directors present their annual report and audited financial statements for the year ended 30 June 2011.

 

PRINCIPAL ACTIVITIES

 

The principal activities of Solomon Gold plc (the "Company") and its subsidiaries (together "Solomon Gold" or the "Group") are gold and mineral exploration in the Solomon Islands and Queensland, Australia. Details of the Group's activities, together with a description of the principal risks and uncertainties facing the Group, and the development of the business, are given in the Chairman's Statement and Operations Report.

 

The principal activity of the Company is that of a holding company.

 

BUSINESS REVIEW

 

A detailed review of the Group's business and future developments is set out in the Operations Report and Financial Review.

 

The principal risks and uncertainties facing the group at its present stage of development are given under Risks and Uncertainties.

 

LAND AND BUILDINGS

 

The Directors are of the view that the book value and market value of land and buildings are not materially different.  The land and buildings were acquired during 2007 and no independent valuation has been obtained since its acquisition.

 

GOING CONCERN

 

In common with many exploration companies, the Company raises finance for its exploration and appraisal activities in discrete tranches.  The Group and the Company has not generated revenues from operations.  As such, the Group's and Company's ability to continue to adopt the going concern assumption will depend upon a number of matters including the successful capital raisings in the future of necessary funding and the successful exploration and subsequent exploitation of the Group's tenements. In the absence of these matters being successful, the current working capital levels will not be sufficient to bring the Company's projects into full development and production and, in due course further financing will be required.  In the event that the Company is unable to secure further finance either through its current arrangements with Newmont, other third parties or capital raisings, it may not be able to fully develop its projects.

 

CURRENCY

 

The functional and presentational currency is Australian dollars ("A$") and all amounts presented in the Directors' Report and financial statements are presented in Australian dollars unless otherwise indicated.

 

RESULTS

 

The Group's consolidated loss for the period was $2,724,076 (2010:$2,192,989).

 

CHANGES IN SHARE CAPITAL DURING 2011

 

A statement of changes in the share capital of the Company is set out in Note 16 to the financial statements.

 

KEY PERFORMANCE INDICATORS

 

Given the stage of the Group's operations, the Board regards the maintenance of tenure and land access arrangements, maintenance of operation capabilities and the continued collection of exploration data in order to advance the prospectivity of the project areas to be the key performance indicators in measuring the Group's success. The review of the business with reference to key performance indicators is set out in the Operations Report and Financial Review.

 

DIVIDENDS PAID OR RECOMMENDED

 

The Directors do not recommend the payment of a dividend.

 



 

FINANCIAL INSTRUMENTS

 

The Company does not undertake financial instrument transactions that are speculative or unrelated to the Company's or Group's activities. The Company's financial instruments consist mainly of deposits with banks, accounts payable, and loans to subsidiaries.  Further details of financial risk management objectives and policies, and exposure of the group to financial risks are provided in Note 20 to the financial statements.

 

POLICY AND PRACTICE ON PAYMENT OF CREDITORS

 

The Group policy on the payment of creditors is to settle bills in accordance with the terms agreed with suppliers. 

 

At the year-end there were 17 days (2010: 71 days) worth of purchases in Group trade creditors and 17 days (2010: 24 days) worth of purchases in Company trade creditors.

 

SUBSEQUENT EVENTS

 

The Directors are not aware of any significant changes in the state of affairs of the Company after the balance date that is not covered in this report.

 

DIRECTORS AND DIRECTORS' INTERESTS

 

The Directors who held office during the period were as follows:

 

Cameron Wenck

Non-Executive Chairman

Nicholas Mather

Chief Executive Officer

Brian Moller

Non-Executive Director

Robert Weinberg

Non-Executive Director

John Bovard

Non-Executive Director

 

The Company has a Directors' and Officers Liability insurance policy with AFM Insurance Brokers Pty Ltd for all its Directors.

 

The Directors who held office at the end of the financial year held direct and indirect interests in the ordinary shares and unlisted options of the Company as shown in the tables below.

 

Shares held

At 30 June 2011

At 30 June 2010

Cameron Wenck

3,360,937

1,095,477

Nicholas Mather

40,356,724

30,762,862

Brian Moller

2,038,017

924,925

Robert Weinberg

1,618,287

383,152

John Bovard

1,471,365

300,000

 

A total of 5,940,000 options were issued to Directors during the year (2010: nil).

 


 

 

Share options held

At 30 June 2011

At 30 June 2010

Option Price

Exercise Period

Cameron Wenck

-

25,000

75p

01/01/08 - 01/01/11


-

25,000

100p

01/01/08 - 01/01/11


-

100,000

25p

31/01/08 - 31/12/10


-

50,000

50p

31/01/08 - 31/12/10


-

50,000

75p

31/01/08 - 31/12/10


1,100,000

-

50p

31/05/12 -31/05/14

Nicholas Mather

-

233,333

75p

01/01/08 - 01/01/11


-

233,334

100p

01/01/08 - 01/01/11


-

250,000

25p

31/01/08 - 31/12/10


-

125,000

50p

31/01/08 - 31/12/10


-

125,000

75p

31/01/08 - 31/12/10


2,200,000

-

50p

31/05/12 -31/05/14

Brian Moller

-

25,000

75p

01/01/08 - 01/01/11


-

25,000

100p

01/01/08 - 01/01/11


-

75,000

25p

31/01/08 - 31/12/10


-

37,500

50p

31/01/08 - 31/12/10


-

37,500

75p

31/01/08 - 31/12/10


880,000

-

50p

31/05/12 -31/05/14

Robert Weinberg

-

25,000

75p

01/01/08 - 01/01/11


-

25,000

100p

01/01/08 - 01/01/11


-

75,000

25p

31/01/08 - 31/12/10


-

37,500

50p

31/01/08 - 31/12/10


-

37,500

75p

31/01/08 - 31/12/10


880,000

-

50p

31/05/12 -31/05/14

John Bovard

880,000

-

50p

31/05/12 -31/05/14

 

MAJOR SHAREHOLDERS

 

The following parties represented the top 10 shareholders in the Company as at 14 September 2011.

 

Major Shareholders

Number of Shares

% of Issued Capital

Tenstar Trading Limited

56,100,618

19.71

D'Aguilar Gold Limited

35,274,477

12.39

Samuel Holdings Pty Ltd

23,331,030

8.20

TD Waterhouse Nominees (Europe) Limited


17,995,624


6.32

Barclayshare Nominees Limited

13,337,809

4.69

The Bank of New York (Nominees) Limited


10,160,000


3.57

James Capel (Nominees) Limited

8,024,044

2.82

Pershing Nominees Limited

7,669,169

2.69

Forest Nominees Limited

7,532,572

2.65

Vidaco Nominees Limited

7,227,872

2.54

 

CORPORATE GOVERNANCE

 

In formulating the Company's corporate governance procedures the Board of Directors takes due regard of the principles of good governance set out in the UK Corporate Governance Code issued by the Financial Reporting Council in June 2010 (as appended to the Listing Rules of the Financial Services Authority) so far as is practicable for a company of Solomon Gold's size.

 

The Board of Solomon Gold plc is made up of one Executive Director and fourNon-executive Directors.  Cameron Wenck chairs the Board and Nicholas Mather is the Company's Chief Executive.  It is the Board's policy to maintain independence by having at least half of the Board comprising Non-executive Directors who are free from any material business or other relationship with the Group.  The structure of the Board ensures that no one individual or group is able to dominate the decision making process.



The Board ordinarily meets on a monthly basis providing effective leadership and overall control and direction of the Group's affairs through the schedule of matters reserved for its decision.  This includes the approval of the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements.  Formal agendas, papers and reports are sent to the Directors in a timely manner, prior to Board meetings.  The Board also receives summary financial and operational reports before each Board meeting.  The Board delegates certain of its responsibilities to management, who have clearly defined terms of reference.

 

All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that all Board procedures are followed.  Any Director may take independent professional advice at the Company's expense in the furtherance of his duties.One third of the Directors retire from office at every Annual General Meeting of the Company.  In general, those Directors who have held office the longest time since their election are required to retire.  A retiring Director may be re-elected and a Director appointed by the Board may also be elected, though in the latter case the Director's period of prior appointment by the Board will not be taken into account for the purposes of rotation.

 

The Audit Committee, which meets not less than twice a year, is responsible for ensuring that the financial performance, position and prospects of the Group are properly monitored as well as liaising with the Company's auditor to discuss accounts and the Group's internal controls.  The Committee is chaired by Brian Moller, the other members being Cameron Wenck and Robert Weinberg.  The Audit committee has reviewed the systems in place and considers these to be appropriate.

 

The Remuneration Committee, which meets at least once a year and is responsible for making decisions on Directors' and key management's remuneration packages, is chaired by Cameron Wenck.  Brian Moller and Robert Weinberg are the other committee members.

 

The remuneration of the non-executive Directors is determined by the executive Directors who consider it essential, notwithstanding the small size of the Company and the fact that it is not yet revenue earning, to recruit and retain individuals of the highest calibre for that role. Consequently they believe that it is in the interests of shareholders that non-executive Directors should be provided with share options in addition to the level of fees considered affordable.  The number of such options currently amounts to 3,740,000 in total, or just under1.31% of the current issued share capital, and in the opinion of the executive Directors is not of sufficient magnitude as to affect their independence.

 

The Board attaches importance to maintaining good relationships with all its shareholders and ensures that all price sensitive information is released to all shareholders at the same time, in accordance with London Stock Exchange rules.  The Company's principal communication with its investors is through the Annual General Meeting and through the annual report and accounts and the interim statement.

 

The 2011 Annual General Meeting will provide an opportunity for the Chairman and/or Chief Executive Officer to present to the shareholders a report on current operations and developments and will enable the shareholders to question and express their views about the Company's business.  A separate resolution will be proposed on each substantially separate issue, including the receipt of the financial statements and shareholders will be entitled to vote either in person or by proxy.

 

A Health, Safety, Environment and Community Committee (HSEC Committee) is responsible for the overall health, safety and environmental performance of the Company and its operations and its relationship with the local community in Solomon Islands and Queensland, and is chaired by John Bovard, the other members being Nicholas Mather and Robert Weinberg.

 

EXECUTIVE REMUNERATION STRATEGY

 

Remuneration of Executive Directors is established by reference to the remuneration of executives of equivalent status both in terms of the level of responsibility of the position and by reference to their job qualifications and skills.  The Remuneration Committee will also have regard to the terms which may be required to attract an executive of equivalent experience to join the Board from another company.  Such packages include performance related bonuses and the grant of share options.

 

POLITICAL AND CHARITABLE CONTRIBUTIONS

 

The Group made no political or charitable donations in the year (2010: A$ nil).

 

AUDITOR

 

A resolution for the reappointment of PKF (UK) LLP will be proposed at the forthcoming Annual General Meeting.

 



 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

The Directors are responsible for preparing the Directors' report and 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, as required by the AIM Rules of the London Stock Exchange, elected to prepare the group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and have also elected to prepare the parent company financial statements in accordance with those standards.

 

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements the Directors are required to:

 

·      select suitable accounting policies and then apply them consistently;

·      make judgments and estimates that are reasonable and prudent;

·      state whether the financial statements have been prepared in accordance with IFRSs as adopted by the European Union;

·      prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company and the group will continue in business.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions, todisclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and 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 company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions.

 

DISCLOSURE OF AUDIT INFORMATION

 

In the case of each person who are Directors of the Company at the date when this report is approved:

 

·      So far as they are individually aware, there is no relevant audit information of which the Company's auditor is unaware; and

·      Each of the Directors has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of the information.

 

This report was approved by the board on 4 November 2011 and signed on its behalf.

 

 

 

 

Karl Schlobohm

Company Secretary

Level 5, 60 Edward Street

Brisbane QLD 4000

Australia

 



 

INDEPENDENT AUDITOR'S REPORT

 

To the members of Solomon Gold PLC

 

We have audited the financial statements of Solomon Gold Plc for the year ended 30 June 2011 which comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of changes in equity, the consolidated and company statements of cash flows and the related notes. 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 and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. 

 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 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 directors' responsibilities statement, 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 and the parent company'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. 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 and the parent company's affairs as at 30 June 2011 and of the group's loss for the year then ended;

·      the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

·      the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2006; and

·      the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

 

Emphasis of matter - availability of project finance

 

In forming our opinion, which is not modified, we have considered the adequacy of the disclosures made in note 1(b) to the financial statements concerning the requirement for the group to raise further funding if it is to bring its exploration projects into the development stage.  If the group is unable to secure such additional funding to develop its projects further, this may have a consequential impact on the recoverability of the carrying value of the related exploration assets and the investment of the parent company in its subsidiaries.  No adjustments have been made in the financial statements to reflect changes to asset carrying values that may be necessary should the company be unsuccessful in raising further finance.

 



 

 

Opinion on other matter prescribed by the Companies Act 2006

 

In our opinion the information given in the directors' 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 2006 requires us to report to you if, in our opinion:

·      adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

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

·      certain disclosures of directors' remuneration specified by law are not made; or

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

 

 

 

 

David Pomfret (Senior statutory auditor)

for and on behalf of PKF (UK) LLP, Statutory auditor

London, UK

4 November 2011

 

 

 



 

consolidated statement of comprehensive income

For the year ended 30 June 2011

 

 



Group

2011


Group

2010


Notes

$


$






Revenue


-


-

Cost of sales


-


-

Gross profit


-


-

Other income


841


159,364

Administrative expenses





Exploration costs written-off


(279,038)


(567,415)

Other


(2,909,930)


(1,817,187)

Operating loss


(3,188,127)


(2,225,238)

Finance income

6

502,638


68,662

Finance costs

6

(38,587)


(36,413)

Loss before income tax

3

(2,724,076)


(2,192,989)

Income tax expense

7

-


-

Loss for the year


(2,724,076)


(2,192,989)






Other comprehensive income


-


-

Total comprehensive income for the year


(2,724,076)


(2,192,989)

Loss for the year attributable to equity holders of the parent


 

(2,724,076)



(2,192,989)











Earnings per share


Cents per share


Cents per share

Basic earnings per share

8

(1.0)


(1.6)

Diluted earnings per share

8

(1.0)


(1.6)
















 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

 



 

consolidated and company statements of financial position

As at 30 June 2011

Registered Number 5449516

 


Notes

Group

2011

Group

2010

Company

2011

Company

2010



$

$

$

$

Assets






Property, plant and equipment

10

356,720

247,648

20,878

6,623

Intangible assets

11

44,720,340

33,406,506

-

-

Investment in subsidiaries

9

-

-

46,001,868

33,976,110

Loans receivable and other non-current assets

12

947,876

-

868,896

-

Total non-current assets


46,024,936

33,654,154

46,891,642

33,982,733

Other receivables and prepayments

14

556,335

386,890

419,480

214,477

Cash and cash equivalents

15

11,543,750

219,811

11,368,468

111,976

Total current assets


12,100,085

606,701

11,787,948

326,453

Total assets


58,125,021

34,260,855

58,679,590

34,309,186

 

Equity






Share capital

16

5,365,926

3,870,090

5,365,926

3,870,090

Share premium

16

58,402,290

33,263,679

58,402,290

33,263,679

Other reserves


1,116,380

1,070,805

1,116,380

1,070,805

Accumulated loss


(7,820,864)

(6,161,893)

(6,456,536)

(5,234,969)

Total equity


57,063,732

32,042,681

58,428,060

32,969,605

 

Liabilities






Finance lease liabilities

17

132,822

34,327

-

-

Total non-current liabilities


132,822

34,327

-

-

Finance lease liabilities

17

47,234

24,069

-

-

Trade and other payables

18

881,233

2,159,778

251,530

1,339,581

Total current liabilities


928,467

2,183,847

251,530

1,339,581

Total liabilities


1,061,289

2,218,174

251,530

1,339,581

Total equity and liabilities


58,125,021

34,260,855

58,679,590

34,309,186

 

The above consolidated and company statements of financial position should be read in conjunction with the accompanying notes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The financial statements were approved and authorised for issue by the Board and were signed in its behalf on 4 November 2011.

 

 

 

 

Nicholas Mather

Director



 

consolidated and company statements of changes in equity

For the year ended 30 June 2011

 

Consolidated statement of changes in equity


Notes

Share capital

$

Share premium

$

Share option reserve

$

Accumulated loss

$

Total

$

Balance at 30 June 2009

16

1,736,803

20,215,990

1,411,570

(4,396,801)

18,967,562

Loss and total comprehensive loss for the period


-

-

-

(2,192,989)

(2,192,989)

New share capital subscribed


2,123,508

13,054,479

-

-

15,177,987

Share issue costs


-

(80,826)

-

-

(80,826)

Value of shares and options issued to Directors, employees and consultants


9,779

74,036

87,132

-

170,947

Reserve transfers on expiration


-

-

(427,897)

427,897

-

Balance at 30 June 2010

16

3,870,090

33,263,679

1,070,805

(6,161,893)

32,042,681

Loss and total comprehensive loss for the period


-

-

-

(2,724,076)

(2,724,076)

New share capital subscribed


1,481,888

26,360,097

-

-

27,841,985

Share issue costs


-

(1,221,486)

-

-

(1,221,486)

Value of shares and options issued to Directors, employees and consultants


13,948

-

688,988

421,692

1,124,628

Reserve transfers on expiration of share options


-

-

(643,413)

643,413

-

Balance at 30 June 2011

16

5,365,926

58,402,290

1,116,380

(7,820,864)

57,063,732








Company statement of changes in equity


Notes

Share capital

$

Share premium

$

Share option reserve

$

Accumulated loss

$

Total

$

Balance at 30 June 2009

16

1,736,803

20,215,990

1,411,570

(4,129,247)

19,235,116

Loss and total comprehensive loss for the period


-

-

-

(1,533,619)

(1,533,619)

New share capital subscribed


2,123,508

13,054,479

-

-

15,177,987

Share issue costs


-

(80,826)

-

-

(80,826)

Value of shares and options issued to Directors, employees and consultants


9,779

74,036

87,132

-

170,947

Reserve transfers on expiration of share options


-

-

(427,897)

427,897

-

Balance at 30 June 2010

16

3,870,090

33,263,679

1,070,805

(5,234,969)

32,969,605

Loss and total comprehensive loss for the period


-

-

-

(2,286,672)

(2,286,672)

New share capital subscribed


1,481,888

26,360,097

-

-

27,841,985

Share issue costs


-

(1,221,486)

-

-

(1,221,486)

Value of shares and options issued to Directors, employees and consultants


13,948

-

688,988

421,692

1,124,628

Reserve transfers on expiration


-

-

(643,413)

643,413

-

Balance at 30 June 2011

16

5,365,926

58,402,290

1,116,380

(6,456,536)

58,428,060








 

The above statements of changes in equity should be read in conjunction with the accompanying notes.

 



 

consolidated and company statements of cash flows

For the year ended 30 June 2011

 


Notes

Group

2011

Group

2010

Company

2011

Company

2010



$

$

$

$

Cash flows from operating activities






Operating loss


(3,188,127)

(2,225,238)

(2,285,849)

(1,544,615)

Depreciation


70,167

57,661

4,126

2,368

Share based payment expense


457,020

170,947

457,020

170,947

Write-off of exploration expenditure


279,038

567,415

-

-

Increase in other receivables and prepayments


(178,450)

(139,993)

(361,987)

(144,785)

Decrease in trade and other payables


(188,052)

(128,567)

(162,017)

(69,336)

Net cash outflow from operating activities


(2,748,404)

(1,697,775)

(2,348,707)

(1,585,421)

 

Cash flows from investing activities






Interest received


502,638

68,662

501,334

47,409

Interest paid


(38,587)

(36,413)

(38,587)

(36,413)

Acquisition of property, plant and equipment


(28,785)

(23,330)

(18,381)

(3,249)

Acquisition of exploration and evaluation assets


(11,288,752)

(2,609,189)

-

-

Acquisition of subsidiaries (net of cash)

23

-

18,631

-

-

Loans advanced to third parties


(665,875)

-

(665,875)

-

Loans advanced to subsidiaries


-

-

(11,793,790)

(3,786,332)

Net cash outflow from investing activities


(11,519,361)

(2,581,639)

(12,015,299)

(3,778,585)

 

Cash flows from financing activities






Proceeds from the issue of ordinary share capital


27,841,984

4,362,902

27,841,984

4,362,902

Payment of issue costs


(1,221,486)

(80,826)

(1,221,486)

(80,826)

Loan from Director related entity


-

(200,000)

-

(200,000)

Repayment of borrowings


(1,028,794)

(1,032,548)

(1,000,000)

-

Net cash inflow from financing activities


25,591,704

3,049,528

25,620,498

4,082,076

 

Net increase/(decrease) in cash and cash equivalents


11,323,939

(1,229,886)

11,256,492

(1,281,930)

Cash and cash equivalents at the beginning of period


219,811

1,449,697

111,976

1,393,906

Cash and cash equivalents at end of period

15

11,543,750

219,811

11,368,468

111,976

 

 

Non cash transactions

During the prior year, the group acquired Acapulco Mining Pty Ltd and Central Minerals Pty Ltd.  The consideration was satisfied by issue of shares.  Further details have been provided in Note 23.

 

 

 

 

 

 

 

 

 

 

 

The above statements of cash flows should be read in conjunction with the accompanying notes.

 



 

notes to the financial statements

For the year ended 30 June 2011

 

NOTE 1   ACCOUNTING POLICIES

 

The Company is a public limited company incorporated in England and Wales and is listed on the AIM market of the London Stock Exchange.

 

(a) Statement of compliance

 

The consolidated financial statements and company financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') and their interpretations adopted by the International Accounting Standards Board (IASB), as adopted by the European Union. They have also been prepared in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The accounting policies set out below have been applied consistently throughout these consolidated financial statements.

 

(b) Basis of preparation of financial statements, going concern and availability of project finance

 

The consolidated financial statements are presented in Australian dollars ("A$").

 

The Company was incorporated on 11 May 2005. The Group has elected, from incorporation, to prepare annual consolidated financial statement in accordance with IFRS.A separate statement of comprehensive income for the parent company has not been presented as permitted by section 408 of the Companies Act 2006.

 

The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business.  The Company has not generated revenues from operations.  In common with many exploration companies, the company raises finance for its exploration and appraisal activities in discrete tranches.  At the reporting date, the group had a net current asset position of $11,171,618, compared with a net liability position in 2010 of $1,577,146. Additionally Newmont has agreed to fund the exploration work being undertaken on the Guadalcanal projects under the terms of the Venture Agreement executed between the two parties. Together this means that the company has sufficient capital to fund its own operations, including the exploration of those Solomon Island tenement areas held outside of the Newmont Guadalcanal Venture, along with its tenements in Queensland, Australia for the next twelve months.  It should be noted that the current working capital levels will not be sufficient to bring the Company's projects into full development and production and, in due course, further funding will be required.  In the event that the Company is unable to secure further finance either through its current arrangements with Newmont, other third parties or capital raising, it may not be able to fully develop its projects.

 

(c) 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 30 June 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.

 

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income 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.

 

(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.

 

(d) Foreign currency

 

The Company's functional and presentation currency is Australian dollars (A$).  The exchange rates at 30 June 2011 were £0.66135/A$1.0 and SBD$7.30697/A$1.0 (30 June 2010: £0.56860/A$1.0 and SBD$7.10920/A$1.0).

 

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction.  Monetary assets and liabilities denominated in foreign currencies at the year-end are translated into Australian dollars at the foreign exchange rate ruling at that date.  Any resultant foreign exchange currency translation amount is taken to the profit and loss. 

 

The functional currency of the subsidiaries in Australia is considered to be Australian Dollars (A$). The functional currency of the subsidiary in Solomon Islands is considered to be Solomon Islands Dollars (SBD$). The assets and liabilities of the entities are translated to the group presentation currency at rates of exchange ruling at the balance sheet date. Income and expense items are translated at average rates for the period. Any exchange differences are taken directly to reserves. On disposal of an entity, cumulative deferred exchange differences are recognised in the income statement as part of the profit or loss on sale.



NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 1   ACCOUNTING POLICIES (Continued)

 

(e) Property, plant and equipment

 

(i) Owned assets

 

Items of property, plant and equipment are stated at cost less accumulated depreciation (see below) and impairment losses (see accounting policy i below).

 

(ii) Subsequent costs

 

The Group recognises in the carrying amount 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 associated 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 statement of comprehensive income as an expense as incurred.

 

(iii) Depreciation

 

Depreciation is charged to the statement of comprehensive income on a straight-line basis over the estimated useful lives of each item of property, plant and equipment.  The estimated useful lives of all categories of assets are:

 

Office Equipment                  3 years

Furniture and Fittings          5 years

Motor Vehicles                      5 years

Plant and Equipment           5 years

Land and Buildings              12 years

 

The residual values and useful lives are assessed annually.  Gains and losses on disposal are determined by comparing proceeds with carrying amounts and are included in the statement of comprehensive income.

 

(f) Intangible assets

 

Deferred exploration and evaluation costs

 

Costs incurred in relation to the acquisition of, or application for, a tenement area are capitalised where there is a reasonable expectation that the tenement will be acquired or granted.  Where the Company is unsuccessful in acquiring or being granted a tenement area, any such costs are immediately expensed.

 

All other 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.  Deferred exploration costs are carried at historical cost less any impairment losses recognised.

 

If an exploration project is successful, the related expenditures will be transferred to mining assets and amortised over the estimated life of the ore reserves on a unit of production basis.

 

The recoverability of deferred exploration and evaluation costs is dependent upon the discovery of economically recoverable ore reserves, the ability of the Group to obtain the necessary financing to complete the development of ore reserves and future profitable production or proceeds from the disposal thereof.

 

(g) Loans receivables, other receivables and prepayments

 

Loans receivables, other receivables and prepayments are not interest bearing and are stated at their nominal amount less provision for impairment.

 

(h) 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 statement of financial position.



NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 1   ACCOUNTING POLICIES (Continued)

 

(i) Impairment

 

Whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable the 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 potential single cash generating unit.  An impairment review is undertaken when indicators of impairment arise, typically when one of the following circumstances apply:

 

§ Unexpected geological occurrences that render the resource uneconomic;

§ Title to the asset is compromised;

§ Variations in metal prices that render the project uneconomic; and

§ Variations in the currency of operation.

 

(j) Share capital

 

The Company's ordinary shares are classified as equity.

 

(k) Employee benefits

 

(i) Share based payment transactions

 

Certain Group employees are rewarded with share based instruments.  Shares may also be issued to third parties as consideration for goods or services.  Shares are recorded at their market value at the time of their issue.  Option instruments are stated at fair value at the date of grant and this is expensed on a straight line basis over the estimated vesting period.  The latter is based on the Group's estimate of shares that will eventually vest.  The fair value of an option instrument is estimated using the Black-Scholes valuation model.  The estimated life used in the model represents management's best estimate of the effects of non-transferability, exercise restrictions and behavioural considerations.

 

(ii) Retirement benefits

 

The Group operates a defined contribution pension scheme. Contributions payable for the year are charged to the statement of comprehensive income.

 

(l) Provisions

 

Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

 

(m) Trade and other payables

 

Trade and other payables are not interest bearing and are stated at their nominal value. The effect of discounting is immaterial.

 

(n) Revenue

 

During the exploration phase, any revenue generated from incidental sales is treated as a contribution towards previously incurred costs and offset accordingly.

 

(o) Other income

 

Other income is recognised in the statement of comprehensive income as it accrues.

 

(p) Financing costs and income

 

(i) Financing costs

 

Financing costs comprise interest payable on borrowings calculated using the effective interest rate method.

 

(ii) Finance income

 

Interest income is recognised in the statement of comprehensive income as it accrues, using the effective interest method.



NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 1   ACCOUNTING POLICIES (Continued)

 

(q) Taxation

 

The charge for taxation is based on the profit or loss 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 or loss, and is accounted for using the liability method.

 

Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available in the foreseeable future against which the temporary differences can be utilised.

 

(r) Segment reporting

 

The Group determines and presents operating segments based on information that is internally provided to the Board of Directors, who are the Group's chief operating decision makers.

 

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components.  An operating segment's operating results and asset position are reviewed regularly by the Board to make decisions about resources to be allocated to the segment and assess its performance, for which discrete financial information is available.

 

Segment results that are reported to the Board include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.  Unallocated items comprise mainly corporate office assets, head office expenses, and income tax assets and liabilities. 

 

(s) Business Combinations

 

Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities.

 

Business combinations are accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition method requires that for each business combination one of the combining entities must be identified as the acquirer (i.e. parent entity). The business combination will be accounted for as at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a present obligation has been incurred and its fair value can be reliably measured.

 

The acquisition may result in the recognition of goodwill or a gain from a bargain purchase. The method adopted for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised in the acquiree where less than 100% ownership interest is held in the acquiree.

 

The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Consideration may comprise the sum of the assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer.

 

Fair value uplifts in the value of pre-existing equity holdings on acquisition are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss.

 

Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value through the statement of comprehensive income unless the change in value can be identified as existing at acquisition date.

 

All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income.

 



NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 1   ACCOUNTING POLICIES (Continued)

 

(t) Project Financing / Farm-outs

 

The Group, from time to time, enters into funding arrangements with third parties in order to progress specific projects.  The Group accounts for the related exploration costs in line with the terms of the specific agreement.

 

(u) Leases

 

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership are transferred to entities in the Economic Entity, are classified as finance leases.

 

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values.  Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

 

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

 

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight-line basis over the period of the lease.

 

(v) Accounting policies for the Company

 

The accounting policies applied to the Company are consistent with those adopted by the Group with the exception of the following:

 

(i) Company statement of comprehensive income

 

As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the Company has not been separately presented in these financial statements.  The Company's loss for the year was $2,286,672 (2010:$1,533,619).

 

(ii) Subsidiary investments

 

Investments in subsidiary undertakings are stated at cost less impairment losses.

 

(w) Changes in accounting policies

 

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the accounting periods commencing 1 July 2010 but are not applicable to the group and had no impact on these financial statements.

 

The Group has not adopted any standards or interpretations in advance of the required implementation dates. It is not expected that adoption of standards or interpretations which have been issued by the International Accounting Standards Board but have not been adopted will have a material impact on the financial statements.



NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 2   SEGMENT REPORTING

 

The group determines and separately reports operating segments based on information that is internally provided to the Board of Directors, who are the Group's chief operating decision makers.

 

The Group has outlined below the separately reportable operating segments, having regard to the quantitative threshold tests provided in IFRS 8, namely that the relative revenue, asset or profit / (loss) position of the operating segment equates to 10% or more of the Group's respective total.  The Group reports information to the Board of Directors along company lines.  That is, the financial position of Solomon Gold and each of its subsidiary companies is reported discreetly, together with an aggregated Group total.  Accordingly, each company within the Group that meets or exceeds the threshold tests outlined above is separately disclosed below.  The financial information of the subsidiaries that do not exceed the thresholds outlined above, and are therefore not reported separately, are aggregated as Other Subsidiaries.

 

30 June 2011

Finance Income

Total Income

Result

Assets

Liabilities

Share Based Payments

Depreciation

$

$

$

$

$

$

Solomon Gold

501,334

501,580

(2,286,672)

58,679,590

251,530

457,020

4,126

ARM

312

312

(73,474)

26,730,258

26,816,152

-

35,460

Central Minerals

62

62

(253,083)

5,632,580

6,056,935

-

21,454

Acapulco Mining

930

1,525

(110,847)

5,099,538

2,781,376

-

9,127

Solomon Operations

-

-

-

542

52,251

-

-

Consolidation / Elimination

-

-

-

(38,017,487)

(34,896,955)

-

-

Total

502,638

503,479

(2,724,076)

58,125,021

1,061,289

457,020

70,167

 

30 June 2010

Finance Income

Total Income

Result

Assets

Liabilities

Share Based Payments

Depreciation

$

$

$

$

$

$

Solomon Gold

47,409

206,773

(1,533,619)

34,309,186

1,339,581

170,947

2,368

ARM

20,712

20,712

(44,379)

19,699,749

19,712,168

-

45,117

Central Minerals

1

1,

(2,130)

2,854,790

3,026,062

-

4,954

Acapulco Mining

540

540

(590,094)

3,412,204

983,195

-

5,222

Solomon Operations

-

-

(22,767)

34,071

85,781

-

-

Consolidation / Elimination

-

-

-

(26,049,145)

(22,928,613)

-

-

Total

68,662

228,026

(2,192,989)

34,260,855

2,218,174

170,947

57,661

 

Acapulco Mining Pty Limited and Central Minerals Pty Limited joined the Group on 21 December 2009 and 19 February 2010 respectively.

 

Geographical information

 

Non-current assets

2011

$

2010

$

UK

-

-

Australia

19,321,490

14,065,500

Solomon Islands

26,703,446

19,588,654

 

The Group had no revenue during the year.



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 3   LOSS BEFORE TAX

 


Group

2011

$

Group

2010

$

Loss is stated after charging (crediting)



Auditors' remuneration:



Fees payable to the company's auditor for the audit of the company's annual accounts

 

52,150


63,000

Fees payable to the company's auditor and its associates for other services:



-       Other assurance related services

24,500

-

-       Tax services

9,920

30,542

Depreciation

70,167

57,661

Acquisition related costs

-

337,570

Foreign exchange gains

-

-

Foreign exchange losses

-

41,398

Share based payments

457,020

170,947

 

 

NOTE 4   STAFF NUMBERS AND COSTS

 


Group

2011

Group

2010

Company

2011

Company

2010

Corporate finance and administration

13

11

8

7

Technical

17

30

-

-


30

41

8

7

 

The aggregate payroll costs of these persons were as follows:

 


Group

2011

$

Group

2010

$

Company

2011

$

Company

2010

$

Wages and salaries

2,181,171

1,032,824

658,217

133,172

Contributions to defined contribution plans

20,502

3,366

18,239

3,366

Share based payments

894,646

158,446

385,406

158,446


3,096,319

1,194,636

1,061,862

294,984

 

Included within staff costs is $2,034,458 (2010: $576,366) which has been capitalised as part of deferred exploration costs.

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 5   REMUNERATION OF KEY MANAGEMENT PERSONNEL

 


Basic Annual Salary

$

Other Benefits1

$

Pensions

$

Total Remuneration

$

2011





Directors





Cameron Wenck

49,627

55,526

-

105,153

Nicholas Mather

318,309

208,443

-

526,752

Brian Moller

45,906

44,421

-

90,327

Robert Weinberg

42,656

44,421

-

87,077

John Bovard

42,958

58,021

-

100,979


499,456

410,832

-

910,288

Non-Directors

324,990

119,214

17,277

461,481

TOTAL

824,446

530,046

17,277

1,371,769

 


Basic Annual Salary

$

Other Benefits1

$

Pensions

$

Total Remuneration

$

2010





Directors





Cameron Wenck

53,679

-

-

53,679

Nicholas Mather

161,000

-

-

161,000

Brian Moller

39,533

-

-

39,533

Robert Weinberg

43,516

-

-

43,516

John Bovard

34,558

-

-

34,558


332,286

-

-

332,286

Non-Directors

304,206

87,132

3,366

394,704

TOTAL

636,492

87,132

3,366

726,990

1 Share based payments issued.

 

During the year three directors exercised options granted under the employee share option plan. The aggregate of the gains made on these exercises, calculated as the difference between the option exercise price and the mid-market price on the date of exercise was $85,717 (2010: $nil), of which $23,810 (2010: $nil) related to the gain attributable to the highest paid director.

 

NOTE 6   FINANCE INCOME AND COSTS

 


Group

2011

$

Group

2010

$

Interest income

502,638

68,662

Finance income

502,638

68,662

Interest cost - convertible note

38,587

36,413

Finance costs

38,587

36,413

 

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 7   INCOME TAX EXPENSE

 

Factors affecting the tax charge for the current period

 

The tax credit for the period is lower than the credit resulting from the application of the standard rate of corporation tax in Australia of 30% (2010: 30%) being applied to the loss before tax arising during the year.  The differences are explained below.

 


Group

2011

$

Group

2010

$

Tax reconciliation



Loss before tax

(2,724,076)

(2,192,989)

Tax at 30% (2010: 30%)

(817,223)

(657,897)

Effects at 30% (2010: 30%) of:



Short term timing differences

(1,317,302)

1,675

Non-deductible expenses

76,302

117,044

Tax losses carried forward

2,058,223

539,178

Tax on loss

-

-

 

Factors that may affect future tax charges

 

The Group has carried forward tax losses of approximately $10.7 million (2010 $1.1million).  These losses may be deductible against future taxable income dependent upon the on-going satisfaction by the relevant Group company of various tax integrity measures applicable in the jurisdiction where tax the loss has been incurred. The jurisdictions in which tax losses have been incurred include the United Kingdom, Australia and the Solomon Islands.

 

NOTE 8   LOSS PER SHARE

 

The calculation of basic loss per ordinary share on total operations is based on losses $2,724,076(2010: $2,192,989) and the weighted average number of ordinary shares outstanding of 260,796,495 (2010: 137,514,144).

 

There is no difference between the diluted loss per share and the basic loss per share presented as the share options and the convertible loan notes on issue during the period were not considered dilutive. At 30 June 2011 there were11, 264,000share options on issue(2010:6,376,670 share options and 1,000,000 convertible loan notes).

 

NOTE 9   INVESTMENTS IN SUBSIDIARY UNDERTAKINGS

 


Country of incorporation and operation

Principal activity

Solomon Gold plc's

effective interest




2011

2010

Australian Resources Management (ARM) Pty Ltd

Australia

Exploration

100%

100%

Acapulco Mining Pty Ltd

Australia

Exploration

100%

100%

Central Minerals Pty Ltd

Australia

Exploration

100%

100%

Solomon Operations Ltd

Solomon

Islands

Exploration

100%

100%

 

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 9   INVESTMENTS IN SUBSIDIARY UNDERTAKINGS (continued)

 


Investment in subsidiary undertakings


Shares

$

Loans

$

Total

$

Cost




Balance at 30 June 2009

270,571

18,104,122

18,374,693

Acquisitions and advances in the year

10,815,085

4,786,332

15,601,417

Balance at 30 June 2010

11,085,656

22,890,454

33,976,110

Advances in the year

-

12,025,758

12,025,758

Balance at 30 June 2011

11,085,656

34,916,212

46,001,868





Amortisation and impairment losses




Balance at 30 June 2009

-

-

-

Balance at 30 June 2010

-

-

-

Balance at 30 June 2011

-

-

-





Carrying amounts




Balance at 30 June 2009

270,571

18,104,122

18,374,693

Balance at 30 June 2010

11,085,656

22,890,454

33,976,110

Balance at 30 June 2011

11,085,656

34,916,212

46,001,868





Details of all loans within the group made during the year are set out below:

 


Shares

$

Loans

$

Total

$

Cost




Balance at 30 June 2009

270,571

18,104,122

18,374,693

Advances in the period from Solomon Gold plc to ARM Pty Ltd

-

1,346,486

1,346,486

Acquisition and advances during the period of Acapulco Mining Pty Ltd

6,118,708

751,747

6,870,455

Acquisition and advances during the period of Central Minerals Pty Ltd

4,696,377

2,688,099

7,384,476

Total investment in subsidiaries by the Company at 30 June 2010

11,085,656

22,890,454

33,976,110

Advances in the period from Solomon Gold plc to ARM Pty Ltd

-

6,998,517

6,998,517

Advances in the period from Solomon Gold plc to Acapulco Mining Pty Ltd

-

1,904,623

1,904,623

Advances in the period from Solomon Gold plc to Central Minerals Pty Ltd

-

3,122,618

3,122,618

Total investment in subsidiaries by the Company at 30 June 2011

11,085,656

34,916,212

46,001,868





 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 10 PROPERTY, PLANT AND EQUIPMENT

 


Group

Company


Land and Buildings

Plant and Equipment

Motor Vehicles

Office Equipment

Furniture & Fittings

Total


$

$

$

$

$

$

$

Cost








Balance 30 June 2009

194,000

56,154

30,092

54,694

14,711

349,651

8,557

Additions - business combinations

-

9,235

85,485

896

-

95,616

-

Additions - other

14,144

5,937

-

3,249

-

23,330

3,249

Balance 30 June 2010

208,144

71,326

115,577

58,839

14,711

468,597

11,806

Additions

-

24,663

152,145

2,431

-

179,239

18,381

Balance 30 June 2011

208,144

95,989

267,722

61,270

14,711

647,836

30,187









Depreciation and impairment losses








Balance 30 June 2009

(42,034)

(32,888)

(21,327)

(38,748)

(6,927)

(141,924)

(2,815)

Depreciation - business combinations

-

(2,577)

(18,231)

(556)

-

(21,364)

-

Depreciation charge for the year

(16,952)

(12,391)

(15,110)

(10,266)

(2,942)

(57,661)

(2,368)

Balance 30 June 2010

(58,986)

(47,856)

(54,668)

(49,570)

(9,869)

(220,949)

(5,183)

Depreciation charge for the year

(17,274)

(12,723)

(33,976)

(3,263)

(2,931)

(70,167)

(4,126)

Balance 30 June 2011

(76,260)

(60,579)

(88,644)

(52,833)

(12,800)

(291,116)

(9,309)









Carrying amounts








At 30 June 2009

151,966

23,266

8,765

15,946

7,783

207,726

5,742

At 30 June 2010

149,158

23,470

60,910

9,269

4,841

247,648

6,623

At 30 June 2011

131,884

35,410

179,078

8,437

1,910

356,720

20,878

 

The net book value of assets pledged as security for lease finance is $179,078 (2010: $54,667).

 

NOTE 11 INTANGIBLE ASSETS

 


Deferred exploration costs

$

Cost


Balance 30 June 2009

18,021,422

Additions - business combinations

13,343,310

Additions - expenditure

2,609,189

Disposals

-

Balance 30 June 2010

33,973,921

Additions - expenditure

11,592,872

Disposals

-

Balance 30 June 2011

45,566,793



Impairment losses


Balance at 30 June 2009

-

Impairment charge

(567,415)

Balance 30 June 2010

(567,415)

Impairment charge

(279,038)

Balance 30 June 2011

(846,453)



Carrying amounts


At 30 June 2009

18,021,422

At 30 June 2010

33,406,506

At 30 June 2011

44,720,340

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 11 INTANGIBLE ASSETS (continued)

 

Newmont Guadalcanal Venture

 

On 5th March 2009, the Company announced its definitive Venture Agreement with Newmont, under which Newmont can earn 51% of the defined project area by expending US$6 million within three (3) years, and may elect to expend a further US$6 million within a further two (2) years to earn a further 19% to reach 70%.  The defined project area comprises five (5) adjoining tenement areas on Guadalcanal, Solomon Islands.  The carrying value of the Capitalised Exploration of these 5 tenement areas as at 30 June 2011 is $17,895,107 (2010: $17,587,281).

 

The expenditure undertaken by Newmont under the terms of the Venture Agreement has not been booked by the Company.

 

Should Newmont meet the terms of its initial earn-in entitlement by expending US$6 million within three (3) years, the Company will grant Newmont a 51% equitable interest in the tenements at that point.

 

Impairment loss

 

During the year the Group has not considered it necessary to make a provision for impairment against any of its deferred exploration assets (2010: nil).  A decision was made to expense $279,038 (2010: $567,415) for exploration expenditure associated with tenements that were dropped during the year.  A detailed assessment of the carrying values of deferred exploration costs is provided in Note 24.

 

NOTE 12 LOANS RECEIVABLES AND OTHER NONCURRENT ASSETS

 


Group

2011

$

Group

2010

$

Company

2011

$

Company

2010

$

Loans receivables

861,327

-

861,327

-

Security bonds

86,549

-

7,569

-


947,876

-

868,896

-

 

NOTE 13 DEFERRED TAXATION

 

Recognised deferred tax assets

 


Group

2011

$

Group

2010

$

Company

2011

$

Company

2010

$

Deferred tax assets:

Tax losses


896,996


1,011,014


-


-

Deferred tax liabilities:

Temporary timing differences arising on intangible assets



(896,996)



(1,011,014)



-



-

Net deferred taxes

-

-

-

-

 

Unrecognised deferred tax assets

 

Deferred tax assets have not been recognised in respect of the following amounts.  Deferred tax has been calculated at the expected future rate of corporation tax of 30%.

 


Group

2011

$

Group

2010

$

Company

2011

$

Company

2010

$

Tax losses

3,225,208

332,157

1,912,787

1,235,186


3,225,208

332,157

1,912,787

1,235,186

 

The deferred tax asset in respect of these items has not been recognised as future taxable profit is not anticipated within the foreseeable future.

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 14 OTHER RECEIVABLES AND PREPAYMENTS

 


Group

2011

$

Group

2010

$

Company

2011

$

Company

2010

$

Other receivables

428,642

377,885

291,787

214,477

Prepayments

127,693

9,005

127,693

-


556,335

386,890

419,480

214,477

 

NOTE 15 CASH AND CASH EQUIVALENTS

 


Group

2011

$

Group

2010

$

Company

2011

$

Company

2010

$

Cash at bank

1,235,531

219,811

1,060,249

111,976

Call deposits

10,308,219

-

10,308,219

-

Cash and cash equivalents in the statement of cash flows

11,543,750

219,811

11,368,468

111,976

 

NOTE 16 CAPITAL AND RESERVES

 

(a) Authorised Share Capital

 


2010

No. of Shares

2010

Nominal Value £

On incorporation - ordinary shares of £0.0001 each

1,000,000,000

100,000

Consolidated into ordinary shares of £0.01 each on 27 October 2005

10,000,000

100,000

Creation of additional shares of £0.01 each on 27 October 2005

40,000,000

400,000

Creation of additional shares of £0.01 each on 11 December 2007

50,000,000

500,000

Creation of additional shares of £0.01 each on 1 December 2008

100,000,000

1,000,000

Creation of additional shares of £0.01 each on 12 February 2010

200,000,000

2,000,000

At 30 June 2010 - Ordinary shares

400,000,000

4,000,000

 


2011

No. of Shares

2011

Nominal Value £

At 1 July 2010 - Ordinary shares

400,000,000

4,000,000

Creation of additional shares of £0.01 each on 8 November 2010

100,000,000

1,000,000

At 30 June 2011 - Ordinary shares

500,000,000

5,000,000

 

(b) Changes in Issued Share Capital and Share Premium

 


No. of Shares

Nominal Value

$

Share Premium

$

Total

$

Ordinary shares of 1p each at 30 June 2009

76,231,126

1,736,803

20,215,990

21,952,793

Shares issued at $0.16 - placement 8 July 2009

8,310,378

170,363

1,192,539

1,362,902

Share issue costs charged to share premium account

-

-

(75,816)

(75,816)

Shares issued at $0.18 - remuneration 17 July 2009

400,000

8,197

63,118

71,315

Shares issued at $0.14 - placement 13 November 2009

21,428,571

387,686

2,612,314

3,000,000

Share issue costs charged to share premium account

-

-

(5,010)

(5,010)

Shares issued at $0.12- consideration 21 December 2009

49,600,000

894,548

5,224,160

6,118,708

Shares issued at $0.13 - consideration 19 February 2010

37,200,000

670,911

4,025,466

4,696,377

Shares issued at $0.13 -consideration 27 April 2010

96,197

1,582

10,918

12,500

Ordinary shares of 1p at 30 June 2010

193,266,272

3,870,090

33,263,679

37,133,769

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 16 CAPITAL AND RESERVES (continued)

 

(b) Changes in Issued Share Capital and Share Premium (continued)

 


No. of Shares

Nominal Value

$

Share Premium

$

Total

$

Ordinary shares of 1p each at 30 June 2010

193,266,272

3,870,090

33,263,679

37,133,769

Shares issued at $0.09 - placement 12 July 2010

33,089,099

567,372

2,271,773

2,839,145

Share issue costs charged to share premium account

-

-

(67,786)

(67,786)

Shares issued at $0.32 - consideration 8 November 2010

500,000

7,959

152,843

160,802

Shares issued at $0.45 - placement 11 November 2010

54,017,153

863,135

23,336,549

24,199,684

Share issue costs charged to share premium account

-

-

(1,153,700)

(1,153,700)

Shares issued at $0.38 - consideration 24 December 2010

900,000

13,832

333,499

347,331

Shares issued at $0.46 - remuneration 28 April 2011

913,287

13,948

-

13,948

Shares issued at $0.15 - consideration 30 April 2011

1,222,222

18,628

167,612

186,240

Shares issued at $0.15 - consideration 24 June 2011

715,681

10,962

97,821

108,783

Ordinary shares of 1p at 30 June 2011

284,623,714

5,365,926

58,402,090

63,768,216

 

Potential issues of ordinary shares

 

At 30 June 2011 the Company had 11,264,000 options outstanding for the issue of ordinary shares, as follows:

 

Options

 

Date of grant

Exercisable from

Exercisable to

Exercise prices

Number granted

Number at 30 June 2011

29 April 2011

Longer of 12 months from grant or when the 30 day volume weighted average price ("VWAP") of the company share price reaches £0.50.

28 April 2014

£0.50

5,324,000

5,324,000

31 May 2011

Longer of 12 months from grant or when the 30 day VWAP of the company share price reaches £0.50.

30 May 2014

£0.50

5,940,000

5,940,000





11,264,000

11,264,000

 

Warrants

 

There were no warrants outstanding as at 30 June 2011.

 

Share options issued

 

During the year, 3,038,767 unlisted share options in Solomon Gold plc expired out of the money.

 

On 29 April 2011and 31 May 2011, the Company issued 5,324,000and 5,940,000 unlisted share options to certain employees and directors, respectively, under its employee share option plan. The options were issued free of charge and are exercisable at 50 pence per ordinary share.  The period during which these share options can be exercised is between the longer of 12 months from grant or when the 30 day VWAP of the company share prices reaches £0.50 and 30 May 2014.



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 16 CAPITAL AND RESERVES (continued)

 

Dividends

 

The Directors do not recommend the payment of a dividend.

 

Capital Management

 

Given the nature of the group's current activities the entity will remain dependant on equity funding in the short to medium term until such time as the group becomes self-financing from the commercial production of mineral resources.

 

NOTE 17 FINANCE LEASE LIABILITIES

 


Group

2011

$

Group

2010

$

Company

2011

$

Company

2010

$

Minimum lease payments





-       Due within one year

63,552

22,756

-

-

-       Between one and two years

63,516

22,756

-

-

-       Between two and five

90,482

22,787



-       Later than five years

-

-

-

-

Total minimum lease payments

217,550

68,299

-

-

-       Future finance charges

(37,494)

(9,903)

-

-

Lease liability

180,056

58,396

-

-

-       Current Liability due within one year

47,234

24,069

-

-

-       Non-current liability due between one and five years

132,822

34,327

-

-

 

Lease liabilities are secured over the assets to which they relate.

 

NOTE 18 TRADE AND OTHER CURRENT PAYABLES

 


Group

2011

$

Group

2010

$

Company

2011

$

Company

2010

$

Current





Trade payables

617,106

829,572

94,897

96,947

Convertible note (see Note 22)

-

1,000,000

-

1,000,000

Other payables

148,163

74,148

46,069

16,586

Accrued expenses

115,964

256,058

110,564

226,048


881,233

2,159,778

251,530

1,339,581

 

NOTE 19 EMPLOYEE BENEFITS

 

Share-based payments

 

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

 


Weighted average exercise price

2011

Number of options

2011

Weighted average exercise price

2010

Number of options

2010

Outstanding at the beginning of the period

£0.37

6,376,670

£0.43

5,615,000

Lapsed during the period

£0.57

(3,038,767)

£0.50

(538,330)

Granted during the period

£0.50

11,264,000

£0.10

1,300,000

Exercised during the period

£0.16

(3,337,903)

-

-

Outstanding at the end of the period

£0.50

11,264,000

£0.37

6,376,670

Exercisable at the end of the period

-

-

£0.37

5,076,670

 

The options outstanding at 30 June 2011 have an exercise price of £0.50 (2010: £0.10-1.00) and a weighted average contractual life of 2.88 years (2010: 0.77 years).

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 19 EMPLOYEE BENEFITS (continued)

 

Share-based payments (continued)

 

Share options held by Directors are as follows:

 

Share options held

At 30 June 2011

At 30 June 2010

Option Price

Exercise Period

Nicholas Mather

-

233,333

75p

01/01/08 - 01/01/11


-

233,334

100p

01/01/08 - 01/01/11


-

250,000

25p

31/01/08 - 31/12/10


-

125,000

50p

31/01/08 - 31/12/10


-

125,000

75p

31/01/08 - 31/12/10


2,200,000

-

50p

31/05/12 - 30/05/14

Cameron Wenck

-

25,000

75p

01/01/08 - 01/01/11


-

25,000

100p

01/01/08 - 01/01/11


-

100,000

25p

31/01/08 - 31/12/10


-

50,000

50p

31/01/08 - 31/12/10


-

50,000

75p

31/01/08 - 31/12/10


1,100,000

-

50p

31/05/12 - 30/05/14

Brian Moller

-

25,000

75p

01/01/08 - 01/01/11


-

25,000

100p

01/01/08 - 01/01/11


-

75,000

25p

31/01/08 - 31/12/10


-

37,500

50p

31/01/08 - 31/12/10


-

37,500

75p

31/01/08 - 31/12/10


880,000

-

50p

31/05/12 - 30/05/14

Robert Weinberg

-

25,000

75p

01/01/08 - 01/01/11


-

25,000

100p

01/01/08 - 01/01/11


-

75,000

25p

31/01/08 - 31/12/10


-

37,500

50p

31/01/08 - 31/12/10


-

37,500

75p

31/01/08 - 31/12/10


880,000

-

50p

31/05/12 - 30/05/14

John Bovard

880,000

-

50p

31/05/12 - 30/05/14

 

The total number of options outstanding at year end is as follows:

 

Share options held

at 30 June 2011

Share options held

at 30 June 2010

Option price

Exercise periods

-

1,300,000

£0.10

14/10/09 - 30/04/11

-

1,300,000

£0.10

27/10/10- 30/06/11

-

500,000

£0.20

31/12/07 - 08/11/10

-

1,100,000

£0.25

31/12/07 - 31/12/10

-

550,000

£0.50

01/01/07 - 31/12/10

-

1,088,334

£0.75

31/12/07 - 01/01/11

-

538,335

£1.00

01/01/08 - 01/01/11

5,324,000

-

£0.50

29/04/12 - 28/04/14

5,940,000

-

£0.50

31/05/12 - 30/05/14

11,264,000

6,376,670



 

The fair value of services received in return for share options granted is measured by reference to the fair value of share options granted.  This estimate is based on a Black-Scholes model which is considered most appropriate considering the effects of the vesting conditions, expected exercise period and the dividend policy of the Company.



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 19 EMPLOYEE BENEFITS (continued)

 

Share-based payments (continued)

 

Fair value of share options and assumptions

 

2011

2010

Director

£0.50 Options

31 May 2011

Employee

£0.50 Options

29 April 2011

 

£0.10 options

27 April 2010

Fair value at issue date

£0.1441

£0.1906

£0.0203

Exercise price

£0.50

£0.50

£0.10

Expected volatility

151.4%

151.4%

106.6%

Option life

3.00 years

3.00 years

1.17 years

Expected dividends

0.00%

0.00%

0.00%

Risk-free interest rate (short-term)

2.74%

2.88%

3.96%

 

The calculation of the volatility of the share price was based on the Company's daily closing share price over the two-year period prior to the date the options were issued.

 

NOTE 20 FINANCIAL INSTRUMENTS (GROUP AND COMPANY)

 

If required, the Board of Directors determines the degree to which it is appropriate to use financial instruments, commodity contracts or other hedging contracts or techniques to mitigate risks.  The main risks for which such instruments may be appropriate are foreign currency risk and liquidity risk, each of which is discussed below.  The main credit risk is the non-collection of loans and other receivables which include tax (VAT, withholding tax), refunds and tenement security deposits. There were no overdue receivables at year end.

 

There have been no changes in financial risks from the previous year.

 

During the year ended 30 June 2011 no trading in commodity contracts was undertaken.

 

Foreign currency risk

 

The Group has potential currency exposures in respect of items denominated in foreign currencies comprising:

 

§ Transactional exposure in respect of operating costs, capital expenditures and, to a lesser extent, sales incurred in currencies other than the functional currency of operations which require funds to be maintained in currencies other than the functional currency of operation; and

§ Translational exposures in respect of investments in overseas operations which have functional currencies other than Australian dollars.

 

Currency risk in respect of non-functional currency expenditure is reviewed by the Board.

 

The table below shows the extent to which Group companies have monetary assets and liabilities in currencies other than the Group functional currency.  Foreign exchange differences on retranslation of such assets and liabilities are taken to the statement of comprehensive income.

 





Group

2011


Group

2010





$


$

Solomon Island dollar (SBD)


(13,917)


34,071

 

The main currency exposure relates to the effect of re-translation of the Group's assets and liabilities in Solomon Island dollar (SBD).  A 1% change in the SBD/A$ exchange rate would give rise to a change of approximately $139 (2010 $341) in the Group net assets and reported earnings.In respect of other monetary assets and liabilities held in currencies other than Australian dollars, the Group ensures that the net exposure is kept to an acceptable level, by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances.

 

The company did not have any monetary assets and liabilities in currencies other than the company functional currency.



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 20 FINANCIAL INSTRUMENTS (GROUP AND COMPANY) (continued)

 

Credit Risk

 

The Group is exposed to credit risk primarily on the financial institutions with which it holds cash and cash deposits.  At 30 June 2011, the Group had $11,516,938 in cash accounts with Macquarie Bank Limited in Australia and $26,812 in cash accounts with the ANZ Bank in Honiara, Solomon Islands.  Including other receivables, the maximum exposure to credit risk at the reporting date was $12,920,268 (2010: $597,696).

 

The group has very low credit risk other than the loans receivable of $861,327 whose recoverability is underpinned by the success of the exploration activities undertaken by the entities.

 

Liquidity risks

 

The Group and Company raises funds as required on the basis of budgeted expenditure for the next 12to 24 months, dependent on a number of prevailing factors. Funds are generally raised in capital markets from a variety of eligible private, corporate and fund investors, or from interested third parties (including other exploration and mining companies) which may be interested in earning an interest in the project. The success or otherwise of such capital raisings is dependent upon a variety of factors including general equities and metals market sentiment, macro-economic outlook, project prospectivity, operational risks and other factors from time to time.  When funds are sought, the Group balances the costs and benefits of equity financing.  When funds are received they are deposited with banks of high standing in order to obtain market interest rates.  The Group deals with banks with high credit ratings assigned by international credit rating agencies.Funds are provided to local sites weekly, based on the sites' forecast expenditure. The maturity profile of the Group's non-current financial liabilities is disclosed in note 17.

 

The Company had a $1,000,000 liability to D'Aguilar Gold in the form of a Convertible Note.  The Convertible Note accrued interest at the rate of 10% per annum and was repaid on 19 November 2010. 

 

Interest rate risks

 

The group's and company's policy is to retain its surplus funds on the most advantageous term of deposit available up to twelve month's maximum duration. The increase/decrease of 2% in interest rates will impact the group's income statement by a gain/loss of $230,875 and the company's income statement by $227,369. The group considers that a 2% +/- movement interest rates represent reasonable possible changes.

 

Fair values

 

In the Directors' opinion there is no material difference between the book value and fair value of any of the Group's and Company's financial instruments.The classes of financial instruments are the same as the line items included on the face of the statement of financial position and have been analysed in more details in notes to the accounts.

 

All the group's financial assets are categorised as loans and receivables and all financial liabilities are measured at amortised cost.

 

NOTE 21 COMMITMENTS

 

The Company has certain obligations to expend minimum amounts on exploration in tenement areas.  These obligations may be varied from time to time and are expected to be fulfilled in the normal course of operations of the Company.

 

The combined commitments of the Group related to its granted tenement interests are as follows:

 

Location

Up to 12 Months

13 Months to 5 Years

Later than 5 Years

Solomon Islands

2,936,346

1,401,655

-

Queensland

1,626,263

1,412,948

-


4,562,609

2,814,603

-

 

To keep tenements in good standing, work programs should meet certain minimum expenditure requirements.  If the minimum expenditure requirements are not met, the Company has the option to negotiate new terms or relinquish the tenements.  The Company also has the ability to meet expenditure requirements by joint venture or farm in agreements.

 

It should be noted that the expenditure undertaken by the Guadalcanal Venture, which Newmont is committed to fund, qualifies towards the above-mentioned commitments.  The Board fully expects Newmont to continue to participate in the funding of the GJV for the next twelve months.

 

Pursuant to a contract for the provision of a helicopter to assist with exploration, as at 30 June 2011 the Group has a commitment to pay $170,000 (in equal monthly payments) between 1 July 2011 and 31 December 2011.  The commitment relates to a minimum usage (flying hours) of the helicopter over the commitment period.  The Group expects to utilise the minimum flying hours over the commitment period.



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 22 RELATED PARTIES

 

(a) Group

 

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

 

a)            Transactions with Directors and Director-Related Entities

 

(i)                      On 21 December 2009, the Company settled on the acquisition of Acapulco Mining Pty Ltd via a scrip-for-scrip transaction, under which the Company issued 49.6 million shares to the vendors of Acapulco Mining, one of which included interests associated with Nicholas Mather.  Furthermore, Messrs Mather and Wenck were Directors of Acapulco.  Given the conflict of interest, the due diligence and valuation work was undertaken by the non-conflicted Directors of the Company, assisted by an independent geologist and the Company's NOMAD.

 

(ii)                     On 19 February 2010, the Company settled on the acquisition of Central Minerals Pty Ltd via a scrip-for-scrip transaction, under which the Company issued 37.2 million shares to the vendors of Central Minerals, the major shareholder in which was D'Aguilar Gold Limited, in which interests associated with Nicholas Mather hold a substantial interest.  Furthermore, Messrs Mather and Moller were Directors of Central Minerals, and are Directors of D'Aguilar Gold.  Given the conflict of interest, the due diligence and valuation work was undertaken by the non-conflicted Directors of the Company, assisted by an independent geologist and the Company's NOMAD.

 

(iii)                   The Company has a commercial agreement with Samuel Capital Ltd ("Samuel") for the engagement of Nicholas Mather as CEO of the Company.  For the year ended 30 June 2011 $318,309 was paid or payable to Samuel (2010: $161,000).  These amounts are included in Note 5 (Remuneration of Key Management Personnel).  The total amount outstanding at year end is $20,866 (2010: $44,275).

 

(iv)                    The Company has a long-standing commercial arrangement with D'Aguilar Gold, an entity associated with Nicholas Mather (Director) and Brian Moller (Director), for the provision of various services, whereby D'Aguilar Gold provides resources and services including the provision of its administration and exploration staff, its premises (for the purposes of conducting the Company's business operations), use of existing office furniture, equipment and certain stationery, together with general telephone, reception and other office facilities (''Services'').  In consideration for the provision of the Services, the Company shall reimburse D'Aguilar Gold for any expenses incurred by it in providing the Services.  For the year ended 30 June 2011 $313,965 was paid or payable to D'Aguilar Gold (2010: $262,929) for the provision of administration, management and office facilities to the Company during the year.  The total amount outstanding at year end was $nil (2010: $102,098).

 

(v)                      Mr Brian Moller (a Director), is a partner in the Australian firm HopgoodGanimlawyers.  For the year ended 30 June 2011, HopgoodGanimwere paid $188,079 (2010: $228,931) for the provision of legal services to the Company.  The services were based on normal commercial terms and conditions.  The total amount outstanding at year end was $6,861 (2010: $66,281).

 

(vi)                    As part of the commercial agreements for the acquisition of Central Minerals Pty Ltd, the Company acquired a loan repayable to D'Aguilar Gold, an entity associated with Nicholas Mather (Director) and Brian Moller (Director).  $1 million was repaid on the date of the acquisition, and $1 million remained payable under a Convertible Note instrument.  The Convertible Note bears interest at a rate of 10% p.a. and was repaid on 19 November 2010.  For the year ended 30 June 2011, $38,587 (2010: $36,413) in interest was payable to D'Aguilar Gold. 

 

(vii)                   Sterling Mining Group, an entity associated with Mr John Bovard (a Director), for the year ended 30 June 2011, was paid $38,080(2010: $6,000) for Mr Bovard's consultancy services to the company. The services were based on normal commercial terms and conditions.

 

(viii)                  The company is owed $246,716 at year end by Honiara Holdings Pty Ltd, an entity associated with an employee of the Group. The loan is not due for repayment within one year.

 

b)            Share and Option transactions of Directors are shown under Notes 5 and 19.

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 22 RELATED PARTIES (continued)

 

(b) Company

 

The Company has a related party relationship with its subsidiaries (see note 9), Directors and other key personnel (see Note 19).

 

Subsidiaries

 

The Company has an investment in subsidiaries balance of $46,001,868 (2010: $33,976,110).  The transactions during the year have been included in Note 9.As the Company does not expect repayment of this amount and will not call payment until the subsidiary can adequately pay it out of working capital, this amount has been included in the carrying amount of the investment in the Parent Entity's statement of financial position.

 

(c)  Controlling party

 

In the Directors' opinion there is no ultimate controlling party.

 

NOTE 23 BUSINESS COMBINATIONS

 

In the prior year, Solomon Gold made the following acquisitions as part of its well publicized corporate strategy to become a major gold explorer, developer and miner within the south west pacific Region.

 

Acapulco Mining Pty Ltd

 

On 21 December 2009, Solomon Gold Plc acquired 100% of the capital of Acapulco Mining Pty Ltd, an Australian company with exploration assets in Queensland.  Under the transaction, Solomon Gold issued 49.6 million fully paid shares as consideration to the vendors of Acapulco Mining. 

 

Due to certain relationships, the acquisition was considered to be a related party transaction (refer Note 22) and was accordingly governed by the Company's non-conflicted Directors, with assistance from the Company's NOMAD.The consideration shares were issued at the prevailing LSE (AIM) price for Solomon Gold at the time of gaining control of the target company.  Accordingly, the consideration for the acquisition has been valued at $6,118,708.

 

In accordance with the new revisions to IFRS 3 effective from 1 July 2009, the acquisition-related costs of $228,034 were expensed. These are included under administrative expenses.

 

Central Minerals Pty Ltd

 

On 19 February 2010, following D'Aguilar Gold Ltd shareholder approval granted at an Extraordinary General Meeting, Solomon Gold plc acquired 100% of the shares in Central Minerals Pty Ltd for 37.2 million Solomon Gold shares under a scrip-for-scrip acquisition.

 

Under the transaction, Solomon Gold also agreed to the repayment of a $2,228,873 inter-company loan between D'Aguilar Gold Ltd and Central Minerals for the payment of $2,000,000 as follows:

 

·      $1,000,000 was paid on 19 February 2010;

·      $1,000,000 was paid on 19 November 2010.

 

The consideration shares were issued at the prevailing LSE(AIM) price for Solomon Gold at the time of gaining control of the target company.  Accordingly, the consideration for the acquisition has been valued at $4,696,377.

 

In accordance with the new revisions to IFRS 3 effective from 1 July 2009, the acquisition-related costs of $109,536 incurred in connection with the Central Minerals Pty Ltd transaction were expensed.These are included under administrative expenses.

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 23 BUSINESS COMBINATIONS (Continued)

 

The net assets and liabilities of each of the acquisitions were recognised and measured as set out below:

 


Acapulco Mining

Central Minerals

Recognised

on acquisition


$

$

$

Cash & cash equivalents

12,166

6,465

18,631

Receivables

41,680

4,483

46,163

Other financial assets

5,880

45,000

50,880

Fixed assets

35,870

38,382

74,252

Exploration assets

6,543,921

6,799,389

13,343,310

Trade and other payables

(486,795)

(2,164,794)

(2,651,589)

Other financial liabilities

(34,014)

(32,548)

(66,562)





Fair Value of Assets / Consideration

$6,118,708

$4,696,377

$10,815,085





 

Cash Inflows / Outflows

 

The business combination resulted in net cash acquired of $18,631 to the Company, with an immediate payment of $1,000,000 in loan funds owed to D'Aguilar Gold by Central Minerals under the terms of the transaction.

 

Revenue and Profit Combination

 

From the date of acquisition, Acapulco Mining has contributed no revenue, and a loss of $590,094 in 2010.  If Acapulco Mining was owned for the full year, the company would have contributed a loss of $609,103 to the Group. 

 

From the date of acquisition, Central Minerals has contributed no revenue, and a loss of $2,130 in 2010.  If Central Minerals was owned for the full year, the company would have contributed a loss of $161,115 to the Group. 

 

Acquisition Related Costs

 

In accordance with the new revisions to IFRS 3 effective from 1 July 2009, the acquisition-related costs of $337,570 incurred in connection with the acquisition transactions have been expensed under 'Administrative expenses' in the Statement of Comprehensive Income in 2010.

 

 

NOTE 24 ACCOUNTING ESTIMATES AND JUDGEMENTS

 

Key sources of estimation uncertainty

 

The key elements of the Statement of Financial Position that rely on the business judgment of the Directors as related to their carrying value include the capitalised exploration expenditure, and the business combination (also largely reflected in the consolidated carrying value of exploration expenditure).

 

The Directors have carried out an assessment of the carrying values of deferred exploration costs and any required impairment.

 

Guadalcanal Joint Venture

 

In March 2009 Solomon Gold and Australian Resource Management (ARM) entered into a joint venture agreement with Newmont Ventures Limited, a subsidiary of Newmont (NYE: NEM), one of the world's largest gold companies ("JV Agreement").  Under the terms of the JV Agreement Newmont may earn a 51% interest by expending US$6million within three years, and may elect to expend a further US$6 million (total US$12million) to earn a further 19% to a total 70% over a further two year period in the Guadalcanal Joint Venture.  The JV Agreement is in the third year, and Newmont must spend US$6 million by 31 March 2012 to obtain a 51% legal and beneficial interest in the Guadalcanal Tenements.  The Guadalcanal Tenements comprise of; Koloula (PL 02/05), Central Guadalcanal (PL 03/05), Mbetilonga (PL 04/05), Sutakiki (PL 05/05) and Kuma (PL 08/06).  Newmont currently manage the Guadalcanal Joint Venture.

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 24 ACCOUNTING ESTIMATES AND JUDGEMENTS

 

Koloula PL 02/05

 

Exploration on Koloula PL 02/05 is still at an early stage and the drill testing of the key targets commenced in the current year.  Further drilling targets are likely to be identified for several localities in the tenement based on data collected by the Company and its subsidiaries in 1996 and 1997, and by the Guadalcanal Joint Venture.  Previously tested drill locations have intersected mineralised zones which provide encouragement in support of the presence of a significant minerals system.  There is no exploration data to hand, or access or other conditions notified or evident which have the effect of adversely affecting the prospectivity of the tenement.  It is considered likely that ongoing exploration and expenditure will result in a resource or commercial arrangement in excess of the costs of such a discovery.  The carrying value of $4.03 million is considered to be unimpaired.

 

Central Guadalcanal PL 03/05

 

Exploration on Central Guadalcanal PL 02/05 is still at an early stage and the drill testing of the key targets is not yet complete.  Previous rock chip channel sampling of anomalies in the tenement by previous workers and Solomon Gold's wholly owned subsidiary ARM and by the Guadalcanal Joint Venture, demonstrates potential for the presence of significant gold resources.  Recent work has highlighted potential for significant copper porphyry systems.  There is no exploration data to hand, or access or other conditions notified or evident which have the effect of adversely affecting the prospectivity of the tenement.  It is considered likely that ongoing exploration and expenditure will result in a resource or commercial arrangement in excess of the costs of such a discovery.  The carrying value of $0.42 million is considered to be unimpaired.

 

Mbetilonga PL 04/05

 

Exploration on Mbetilonga PL 04/05 is still at an early stage and the drill testing of the key targets has not yet been completed.  Five holes were previously drilled into two prospects in the tenement, with inconclusive results by Solomon Gold's wholly owned subsidiary ARM and five holes have been drilled by the Guadalcanal Joint Venture, with encouraging results.  Several historical and newly defined targets are yet to be tested.  There is no exploration data to hand, or access or other conditions notified or evident which have the effect of adversely affecting the prospectivity of the tenement.  It is considered likely that ongoing exploration and expenditure will result in a resource or commercial arrangement in excess of the costs of such a discovery.  The carrying value of $4.21 million is considered to be unimpaired.

 

Sutakiki PL 05/05

 

Exploration on Sutakiki PL 02/05 is still at an early stage however previous drill testing of the key targets to date has indicated that there are both high tonnage low grade and high grade low tonnage prospects in the tenement.  The results of mapping sampling and drilling programs in the tenement to date are consistent with the discovery of a significant gold and copper mineral system which may ultimately yield resources.  There is no exploration data to hand, or access or other conditions notified or evident which have the effect of adversely affecting the prospectivity of the tenement.  It is considered likely that ongoing exploration and expenditure will result in a resource or commercial arrangement in excess of the costs of such a discovery.  The carrying value of $8.93 million is considered to be unimpaired.

 

Kuma PL 08/06

 

Exploration on Kuma PL 08/06 is at an early stage and the mapping and sampling phase of the program of testing of the key targets has resulted in the identification of extensive mineralised complexes which show potential to yield resources.  There is no exploration data to hand, or access or other conditions notified or evident which have the effect of adversely affecting the prospectivity of the tenement. It is considered likely that ongoing exploration and expenditure will result in a resource or commercial arrangement in excess of the costs of such a discovery.  The carrying value of $0.30 million is considered to be unimpaired.

 



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 24 ACCOUNTING ESTIMATES AND JUDGEMENTS

 

Solomon Gold 100% owned Projects

 

Florida PL 57/07

 

Exploration on Florida is at an early stage and work has identified prospective rocks hosting significant nickel anomalies.  The carrying value of $0.62 million is considered to be unimpaired.

 

East Guadalcanal PL 02/08

 

Exploration on East Guadalcanal is at an early stage and work has commenced.  The carrying value of $0.09 million is considered to be unimpaired.

 

Fauro PL 12/09

 

Exploration on the island of Fauro is at an early stage and the airborne surveying, mapping and sampling phase of the program of testing of the key targets has resulted in the identification of extensive mineralised complexes which show potential to yield significant gold and copper resources.  Initial drilling has commenced on priority targets.  It is considered likely that ongoing exploration and expenditure will result in a resource or commercial arrangement in excess of the costs of such a discovery.  The carrying value of $7.96 million is considered to be unimpaired.

 

Acapulco Mining Projects

 

Acapulco comprises eleven granted tenements.  The granted tenements comprise 324 sub-blocks (circa 972km2).

 

Extensive airborne magnetic and electromagnetic surveys have been conducted over the area, together with detailed soil and rock chip sampling and mapping programs.  Between August 2010 and September 2011 a total of 90 holes, equivalent to 8,561m have been drilled on the Acapulco Tenements.  Since May 2006 a total of 296 holes, equivalent to 22,841m have been drilled on the Tenements.

 

The objective is to step-out from areas of known gold mineralisation so that resources can be defined and enlarged, with the objective of defining a maiden resource.  The Company intends to continue its aggressive program on the project.

 

The aggregated carrying value of $8.83 million is considered to be unimpaired.

 

Central Minerals Projects

 

Central comprises 18 granted tenements and four applications.  The granted tenements comprise 834 sub-blocks (circa 2,502km2) and 118 sub-block (circa 354km2) applications.

 

Extensive airborne magnetic and electromagnetic surveys have been conducted over the area, together with detailed soil and rock chip sampling and mapping programs.  Between August 2010 and September 2011 a total of 233 holes, equivalent to 25,206m have been drilled on the Central Tenements.  Since October 2007, a total of 415 holes, equivalent to 42,166m have been drilled on the Tenements.

 

On 21 June 2011, Solomon Gold announced an updated Inferred Resource estimate of 14.81Mt at 1.14g/t gold equivalent for 543,858oz of contained equivalent gold (273,199oz gold and 10.67Moz silver).  At the Kauffmans-Homestead Prospect, the Inferred Mineral Resource estimate is 9.04Mt at 0.85g/t gold equivalent for 247,044oz of contained equivalent gold (186,010oz gold and 2.33Moz silver).  The Inferred Mineral Resource estimate at the Crunchie Prospect is 5.77Mt at 1.60g/t gold equivalent for 296,813oz of contained equivalent gold (87,189oz gold and 8.35Moz silver).  These estimates are based on a gold to silver ratio of 1: 40 and a 0.35g/t gold equivalent cut‐off grade.

 

The objective is to step-out from areas of known gold mineralisation so that resources can be defined, or enlarged which will complement the already defined Crunchie and Kauffmans-Homestead Resource.  Five known and closely clustered prospects (see Figure 9); Crunchie (including El-Dente & Mushy), Kauffmans-Homestead, Shilo, Cracklin Rosie, and Porcupine, as well as Brother, Spring Creek, Police Camp Creek, also within the Central Rannes area have been drilled to date, with results which show long intersections of potentially economic gold mineralisation.  The Company intends to continue its aggressive program on the project.  Further opportunities have been identified within the project area and these will be followed-up.

 

The aggregated carrying value of $9.33 million is considered to be unimpaired.



 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2011

 

NOTE 25 CONTINGENT ASSETS AND LIABILITIES

 

There are no contingent assets and liabilities at 30 June 2011 (2010: none).

 

 

NOTE 26 SUBSEQUENT EVENTS

 

The Directors are not aware of any significant changes in the state of affairs of the Group or the Company or events after the balance date that would have a material impact on the financial statements.

 


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