Interim Results
Solomon Gold PLC
04 March 2008
4 March, 2008
Announcement to London Stock Exchange
Solomon Gold plc
INTERIM REPORT FOR THE SIX MONTHS ENDED 31 DECEMBER 2007
CORPORATE INFORMATION
Directors
Nicholas Mather (Chief Executive Officer)
Cameron Wenck (Non-Executive Chairman)
Brian Moller (Non-Executive Director)
Dr Robert Weinberg (Non-Executive Director)
Company Secretary
Duncan Cornish
Registered Office
7 Pilgrim Street, London EC4V 6LB
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
Auditors
PKF (UK) LLP
Farringdon Place, 20 Farringdon Road
London EC1M 3AP
Nominated Advisor
RFC Corporate Finance Ltd
Level 14, 19-31 Pitt Street
Sydney NSW 2000, Australia
Broker
Hanson Westhouse Ltd
One Angel Court, London EC2R 7H
United Kingdom
Bankers
Macquarie Bank Ltd (Brisbane Branch)
300 Queen Street, Brisbane QLD 4000
Australia
Solicitors
Faegre & Benson LLP
7 Pilgrim Street, London EC4V 6LB
United Kingdom
Australian Solicitors
Hopgood Ganim
Level 8, Waterfront Place
1 Eagle Street, Brisbane QLD 4000
Registrars
Computershare Investor Services plc
The Pavilions, Bridgwater Road
Bristol BS99 7NH
CHAIRMAN'S STATEMENT
During the six month period to the end of December 2007, Solomon Gold made its
most impressive gold discovery to date. The Company intersected 32m @ 9.45 g/t
gold in the Valehailala Creek area of the Sutakiki Prospect, on Guadalcanal, the
main island of Solomon Islands. The discovery, within a mineralized zone some
50 m wide, was encountered at a depth of 108 to 140 metres in drillhole SK11.
Mineralogical studies on the samples concluded that the mineralization was part
of a significant intrusive system which has encouraged Solomon Gold to explore
for extensions to the mineralization at depth and along strike. Importantly the
mineralization in the host rocks besides the vein shows characteristics typical
of extensive zones of mineralization commonly found in large porphyry-related
mineral systems, providing the Company with more extensive targets. To date,
two successful holes, SK 11 and SK13 have been drilled. Unfortunately SK12 had
to be abandoned before reaching the predicted depth of the mineralized zone
owing to bad ground conditions. The Company is awaiting assay results for SK13.
Drillhole SK14 is currently at 167 metres depth and has a total planned depth
of 500 metres. Solomon Gold geologists have identified mineralization
associated with the main structure at Sutakiki, the Sutakiki fault, over a
strike length of 800 metres.
Since floating on AIM in February 2006 Solomon Gold has been exploring the
island of Guadalcanal, Solomon Islands, on the South West Pacific 'Rim of Fire',
the highly active earthquake and volcanic zone at the margin of the Australasian
and Pacific Continental plates. Similar locations around the Pacific are
renowned for being highly metalliferous and hosting numerous large gold and
copper deposits. On Guadalcanal, Solomon Gold has identified a set of
structural features which are believed to have channeled mineralizing fluids and
should be prospective for significant copper-gold deposits as a result. The
main structure, the Guadalcanal transform fault appears to localize several
copper and gold prospects over a length of 20km in Solomon Gold's prospect
licence areas at Kolokoo, Chikora, Mbina, Sutakiki and culminates in the 2m oz
Gold Ridge gold deposit north of Solomon Gold's Sutakiki license area. The
presence of the Gold Ridge deposit, interpreted to be located on the northern
edge of the mineralized system located in Sutakiki is encouraging testimony to
the gold endowment of the system. Solomon Gold geologists have identified a
complex mineralized area now outcropping over 30km2. Our strong view is that
this represents a highly mineralized porphyry system which is the most likely
host for a significant discovery. Encouragingly, Sutakiki is located within this
target zone.
The discovery at Sutakiki underscores the potential for a world class gold and
copper deposit in the Solomon Gold exploration tenements. Since the discovery
work has been focused in the area on the delineation of the controlling
structures and mineralizing processes. This has involved a very extensive
mapping and sampling program, complete with altitude differential surveys to
enable accurate positioning of the data points in rough terrain.
As part of this focused effort at Sutakiki, the company has contracted for an
airborne electromagnetic survey which is designed to show conductive sulphide
bodies and resistive quartz vein structures, in order to prioritise the many
targets which have been generated by Solomon Gold field mapping and sampling
programs. The gold rich intersection in drillhole SK11 is sulphide rich and it
is expected that such zones will show up well on the airborne electromagnetic
survey, making it a very good diagnostic tool. It is expected that the survey
will be undertaken over an area of some 155 km2 over the Sutakiki and Koloula
valleys in late March and April 2008. The survey will also collect a new state
of the art set of magnetic data which will be interpreted along with the EM
data.
The Company currently has three drilling rigs contracted, conducting core hole
drilling in the Koloula and Sutakiki Valleys. Recently the Company has
relocated a second drilling rig to the Sutakiki Project area to expedite the
testing of numerous targets including a zone at least 50 m wide along an 800
metre strike length. Six additional drill pads have been prepared and the
company expects that the focused effort will deliver faster results with
improved efficiencies.
During the half year the Company drilled 4,408 metres, making a total of 9452
metres drilled on the Solomons project to date. The Company drilled 4 holes for
1,789 metres at Mbina, 2 holes for 697 metres at Chikora and 13 holes for 6,057
metres at Sutakiki where the bulk of the effort was focused. Extensive zones of
low grade gold mineralization were located at the Mbina prospect and the
concentration of gold in narrow, sulphide rich veins grading up to 6.7 g/t gold
in core and over 70 g/t in outcrop lends support to the airborne electromagnetic
program as a diagnostic tool.
The Company also commenced exploration work on areas prospective for nickel
laterites on Makira, East Guadalcanal and Ngella in the Floridas Group.
Nickeliferous laterites were found to exist over some 10km 2 in the Ngella area
and a detailed program of pitting, augering and sampling was conducted. The
Company is waiting completion of assay results over the main areas at Ngella.
Solomon Gold also applied for exploration areas over Fauro Island in the western
provinces, south of the Island of Bougainville, where the massive Panguna
Porphyry system is located.
Solomon Gold employs three Australian geologists, one PNG expat geologist and
four local Solomon Island geologists supported by a team of local field hands
and labourers from Villages located within the project areas. The Company enjoys
unprecedented access to areas not previously investigated by exploration crews,
based on the relationships developed between Solomon Gold plc and the local
people.
Happily the Company had no lost time injury incidents during the period and
attribute this to the high level of planning which goes into the conduct of the
field operations.
Cameron Wenck
Chairman
Date: 4 March 2008
CONSOLIDATED INCOME STATEMENT FOR THE SIX MONTHS ENDED 31 DECEMBER 2007
Six months Six months Year Ended
to 31 Dec to 31 Dec 30 June
2007 2006 2007
Notes A$ A$ A$
Continuing operations
Revenue - - -
Cost of sales - - -
Gross Profit - - -
Other operating income 60,825 3,278 3,302
Administrative expenses (858,722) (611,941) (1,552,102)
Exploration costs written off - - -
Operating loss (797,897) (608,663) (1,548,800)
Finance income 72,449 179,223 347,154
Loss for the period (725,448) (429,440) (1,201,646)
Six months Six months Twelve months
to 31 Dec to 31 Dec to 30 June
2007 2006 2007
Notes A$ A$ A$
Basic and diluted loss per ordinary share
- basic and diluted 5 (0.0164) (0.0160) (0.0448)
CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2007
31 Dec 31 Dec 30 June
2007 2006 2007
Notes A$ A$ A$
Assets
Property, plant and equipment 252,640 272,050 273,969
Intangible assets 10,552,359 3,776,726 6,799,726
Total non-current assets 10,804,999 4,048,776 7,073,695
Other receivables and prepayments 3,764,270 348,595 381,724
Cash and cash equivalents 3,546,668 6,714,363 3,450,530
Total current assets 7,310,938 7,062,958 3,832,254
Total assets 2 18,115,937 11,111,734 10,905,949
Equity
Issued share capital 1,033,527 631,679 631,679
Share premium 17,428,590 10,752,408 10,752,408
Other reserves 1,396,576 423,616 849,251
Retained losses (2,579,416) (1,081,762) (1,853,968)
Total equity 17,279,277 10,725,942 10,379,370
Liabilities
Trade and other payables 836,660 385,792 526,579
Interest-bearing loans and borrowings - - -
Total current liabilities 836,660 385,792 526,579
Total liabilities 836,660 385,792 526,579
Total equity and liabilities 18,115,937 11,111,734 10,905,949
Cameron Wenck
Chairman
Date: 4 March 2008
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Note Share Share Share Warrants Retained loss Total
capital premium option reserve
reserve A$ A$ A$ A$
A$ A$
Balance at 1 July 2006 631,679 10,752,408 217,071 172,803 (652,322) 11,121,639
Loss for the period - - - - (429,440) (429,440)
Employee share option scheme:
- value of services provided - - 33,742 - - 33,742
Balance 31 Dec 2006 631,679 10,752,408 250,813 172,803 (1,081,762) 10,725,942
Loss for the period - - - - (772,206) (772,206)
Adjustment to share capital - - - - - -
Employee share option scheme:
- value of services provided - - 425,635 - - 425,635
Balance 30 June 2007 631,679 10,752,408 676,448 172,803 (1,853,968) 10,379,370
Loss for the period - - - - (725,448) (725,448)
Adjustment to share capital 401,848 6,831,422 - - - 7,233,270
Share Issue costs - (155,240) - - - (155,240)
Employee share option scheme:
- value of services provided - - 547,325 - - 547,325
Balance 31 Dec 2007 3 1,033,527 17,428,590 1,223,773 172,803 (2,579,416) 17,279,277
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 31 DECEMBER 2007
Six months to Six months to Year Ended
31 Dec 31 Dec 30 June
2007 2006 2007
Notes A$ A$ A$
Cash flows from operating activities
Operating loss from continuing operations (725,448) (429,440) (1,201,646)
Depreciation 26,362 11,553 28,955
Share based payment expense 4 547,325 33,742 459,377
(Increase)/decrease in other receivables and prepayments 26,765 (90,918) (124,046)
(Decrease)/increase in trade and other payables 310,082 (27,914) 39,947
Forgiveness of loan liability - (72,924) -
Cash used in operations 185,086 (575,901) (797,413)
Net cash outflow from operating activities 185,086 (575,901) (797,413)
Cash flows from investing activities
Acquisition of property, plant and equipment (5,033) (212,414) (231,735)
Acquisition of intangible assets (3,752,633) (1,574,778) (4,597,778)
Payment for subsidiaries net of cash acquired - - -
Net cash (outflow)/inflow from investing activities (3,757,666) (1,787,192) (4,829,513)
Cash flows from financing activities
Proceeds from the issue of ordinary share capital 3,823,958 - -
Refund/(payment) of issue costs (155,240) - -
Net cash inflow from financing activities 3,668,718 - -
Net (decrease)/increase in cash and cash equivalents 96,138 (2,363,093) (5,626,926)
Cash and cash equivalents at beginning of period 3,450,530 9,077,456 9,077,456
Cash and cash equivalents at end of period 3,546,668 6,714,363 3,450,530
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Basis of Preparation of Financial Statements
The consolidated financial statements are presented in Australian dollars ('A$')
and have been prepared on the historical cost basis or the fair value basis,
where the fair valuing of relevant assets and liabilities has been applied.
The Company was incorporated on 11 May 2005. The Group has elected, from
incorporation, to prepare annual consolidated financial statements in accordance
with IFRSs.
The interim financial information set out on pages 5 to 8 have been prepared on
the same basis and using the same accounting policies as were applied in drawing
up the company's statutory financial statements for the year ended 30 June 2007.
The financial information for the six months ended 31 December 2007 is
unaudited. In the opinion of the directors the financial information for this
period presents fairly the financial position, results of operations and cash
flows for the period in conformity with generally accepted accounting
principles. The financial information for the twelve months ended 30 June 2007
has been derived from the Group's audited financial statements for the period as
filed with the Registrar of Companies. It does not constitute the financial
statements for that period. The auditors' report on the statutory financial
statements for the period ended 30 June 2007 was unqualified and did not contain
any statement under Section 327(2) or (3) of the Companies Act 1985.
In common with many exploration companies, the Company raises finance for its
exploration and appraisal activities in discrete tranches. Further funding is
raised as and when required. When any of the Group's projects move to the
development stage, specific financing will be required.
The Company recently completed (in December 2007) an equity fund raising that
enables it to proceed with its approved annual plan of expenditure and to
provide adequate working capital. The directors have therefore concluded that
the Group is a going concern.
The directors are of the opinion that a capital raising towards the end of 2008
may be required to supplement existing reserves so as to ensure the Company has
adequate cash reserves to meet its ongoing exploration and appraisal activities.
Whilst the directors are confident that such funding will be available there can
be no guarantee that this will be the case.
Note 2: Segment Reporting
The Group currently operates one business and geographical segment being mineral
exploration in Solomon Islands.
Note 3: Capital and Reserves
Shares issued
During the period the company issued 17,500,000 shares for a cash consideration
of A$7,233,271 (less share issue costs of A$155,240).
Share options and warrants
The share option reserve is in respect of the expense recognised in the Income
Statement based on the fair value of share options issued since February 2006.
The Company issued share options in December 2007 (see note 4 for details).
Other reserves
A separate warrants reserve holds the cumulative expense based on the fair value
of the 326,000 warrants issued to Williams de Broe (renamed Evolution Securities
Limited).
Dividends
The directors do not recommend the payment of a dividend.
Note 4: Share Based Payments
The Company granted 1,380,000 share options to management and staff on 31
December 2007 at exercise prices between 25 pence and 75 pence per ordinary
share. The closing price of the Company's shares on the previous day was 20
pence. The options are exercisable between 31 December 2007 and 31 December
2010. The share options granted on 31 December 2007 had a total fair value of
A$371,445 being fully expensed during the half year ended 31 December 2007.
On 31 December 2007, the Company also granted 500,000 share options for nil
consideration to RFC Corporate Finance Limited ('RFC'), the Company's nominated
advisor ('NOMAD'). These share options were granted at an exercise price of 20
pence per ordinary share and can be exercised up to 8 November 2010. The share
options granted had a total fair value of A$161,898 and were fully expensed
during the half year ended 31 December 2007.
Note 5: Loss Per Share
The calculation of total loss per ordinary share on total operations is based on
losses of A$725,448 (six months to 31 December 2006: A$429,440 and period to 30
June 2007: A$1,201,646) and the weighted average number of ordinary shares
outstanding of 44,325,001 (26,825,001 for the six months to 31 December 2006 and
26,825,001 period to 30 June 2007). There is no difference between the diluted
loss per share and the loss per share presented as the share options in issue
were not considered dilutive.
At 31 December 2007 there were 4,269,997 (30 June 2007: 2,389,997, and 31
December 2006: 2,389,997) share options on issue.
Note 6: Commitments
As noted in the Company's 2007 Annual Report, pursuant to a contract for the
provision of a helicopter to assist in exploration and drilling, the Group has a
commitment to pay A$772,800 (2006: A$720,000) (in equal monthly payments)
between 12 May 2007 and 12 May 2008. The commitment relates to a minimum usage
(flying hours) of the helicopter over the commitment period. The remaining
commitment at 31 December 2007 was A$257,600 (2006: A$120,000). The Group
expects to utilise the minimum flying hours over the remaining commitment
period.
Note 7: Related Parties
(a) Transactions with Directors and Director-Related Entities
i. Solomon Gold Plc has entered into an Administration and
services agreement with D'Aguilar Gold Ltd, an entity associated with Nicholas
Mather (a director) and Brian Moller (a director) whereby D'Aguilar Gold Ltd has
agreed to provide certain services including the provision by D'Aguilar Gold of
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 Ltd for any expenses incurred by it in providing the Services.
Under the terms of the Administration and Services Agreement, D'Aguilar Gold is
required to provide its services for a period ending on 10 February 2008. The
Administration Services Agreement may be terminated upon the occurrence of an
insolvency event of the other party, a failure to remedy a material breach of
the Administration Services Agreement by the other party or upon three months
written notice to the other party. D'Aguilar Gold Ltd was paid A$12,282 (2006:
A$8,376) for the provision of administration, management and office facilities
to the Company during the half year.
ii. Mr Brian Moller (a director), is a partner in the
Australian firm Hopgood Ganim Lawyers. Hopgood Ganim were paid A$32,635 (2006:
A$85,170) for the provision of legal services to the Company during the year.
There services were based on normal commercial terms and conditions.
iii. Solomon Gold Plc has a professional services agreement
with Australian Resource Management (ARM) Pty Ltd to provide certain management
services to ARM. During the period, A$14,031 (2006: A$32,256) was paid to the
Company for the provision of professional services.
Note 8: Subsequent Events
On 31 January 2008 the Company granted 1,000,000 share options, for nil
consideration, to directors of the Company.
By order of the Board
DP Cornish
Company Secretary
Contacts:
Mr Duncan Cornish
Secretary
Tel: +61 7 3303 0660 or dcornish@solomongold.com
Mr Stephen Weir
RFC Corporate Finance
Nominated Advisor
Tel +61 2 9250 0048 or Stephen.Weir@rfc.com.au
This information is provided by RNS
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