Interim Results
Goldstone Resources Ltd
29 November 2007
GOLDSTONE RESOUCES LIMITED
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2007
Chief Executive's Report
I am setting out below a review of the activities during the six months ended 31
August 2007 for GoldStone Resources Limited ('GoldStone' or the 'Company'),
which incorporates an update on the current status of the Company's projects.
SWARTDORING DIAMOND PROJECT
In April 2007 GoldStone conditionally agreed to acquire a 70% interest in Xanadu
Mining (Pty) Ltd ('Xanadu') from GeoQuest Holdings Limited ('GeoQuest') (the '
Acquisition'). The interest comprises 70% of both the share capital of Xanadu
and inter-company loans owed by Xanadu to GeoQuest.
Xanadu, through its wholly owned subsidiaries, GrindStone Mining (Pty) Ltd and
Multidirect Mining (Pty) Ltd, holds prospecting rights over the Swartdoring
Diamond Project.
Completion of the Acquisition is conditional on:
• The successful listing of GoldStone on the Alternative Exchange of the
JSE Securities Exchange; and
• The approval of the Acquisition by the South African Reserve Bank ('SARB').
The Company has received provisional approval from the Listings Committee of the
JSE Securities Exchange to list on the Alternative Exchange. In addition the
SARB has approved the acquisition of 70% of the share capital of Xanadu by
GoldStone. Approval by the SARB of the acquisition of the inter-company loans
is still pending.
Completion of the Acquisition will not take place until full satisfaction of
each of the outstanding conditions. GoldStone and GeoQuest agreed to extend the
long stop date for completion of the Acquisition to 28 February 2008.
The Swartdoring Diamond Deposit is a preserved diamondiferous palaeochannel of
the Swartdoring River in the Northern and Western Cape Provinces of South
Africa. An inferred resource of 12 million tonnes of diamond bearing gravel
lies beneath loose to slightly cemented sandy overburden and there is a
possibility to extend this resource to approximately 49 million tonnes of
diamond bearing gravel. Following completion of the Acquisition, exploration at
an investment cost of approximately US$500,000 will be conducted in order to
complete a Mining Feasibility Study on the inferred resource of the project.
BAUXITE
In September 2005, GoldStone entered into an option agreement with BHP Billiton
over the bauxite interests in Guyana. An initial programme was launched to
explore the bauxite potential in the leased areas. The programme confirmed the
deposits previously identified by GoldStone.
Further more detailed sampling was undertaken during the first quarter of 2007
and the Company has since received all the results from this completed
programme. BHP Billiton elected during July 2007 not to exercise its option and
subsequently made available to GoldStone all information in its possession
relating to the exploration programme, as well as a summarising geological
report.
During the third quarter of 2007 GoldStone secured an extension of the expiry
date of the bauxite Reconnaissance Permission from 5 September 2007 to 4 January
2008. A request by Goldstone for a further extension of the expiry date from 4
January 2008 to 4 April 2008 is currently under consideration by the Minister of
Mines in Guyana. The Company has entered into discussions with other major
players in the bauxite industry and the bauxite project is accordingly being
evaluated and considered.
FINANCING
The Company's cash resources are currently US$2.5 million.
APPROVAL
Dr Lawrie Minter, who holds a PhD in Palaeoplacer Sedimentology, has reviewed
and approved the content of this announcement.
SUMMARY
The Board looks forward to the completion of the acquisition of the Swartdoring
Diamond Project which has the potential to provide near term production to the
Company.
The listing of GoldStone on the Alternative Exchange is taking longer than
planned due to the outstanding SARB approval. This process is well advanced and
the Board anticipates that the listing and completion of the Acquisition will
take place in early 2008.
In addition and on an ongoing basis the Board is actively investigating and
reviewing other potential exploration projects which may fall within the ambit
of sediment hosted minerals.
Enquiries:
GoldStone Resources Limited 00 27 21 794 4004
Nico van der Hoven (Chief Executive Officer)
Hanson Westhouse Limited 0113 246 2610
Tim Feather
INCOME STATEMENT
6 Months ended 6 Months ended 12 Months ended
31 August 2007 31 August 2006 28 February 2007
US$ US$ US$
Management fee Income-Continuing Operations (25,000) (39,722) (139,722)
Depreciation 7,102 40,726 50,233
Employee benefits 8,202 11,767 23,534
Foreign exchange (gains)/losses (31,533) (106,468) (147,519)
Other Expenses 323,993 312,204 564,609
Gross Loss 307,764 218,507 351,135
Interest receivable-Continuing Operations (76,061) (70,155) (141,583)
OPERATING LOSS FOR THE PERIOD-Continuing Operations 231,703 148,352 209,552
OPERATING LOSS FOR THE PERIOD-Discontinued Operations - 541,526 468,697
Loss before tax 231,703 689,878 678,249
Income tax for period - - -
Loss for period 231,703 689,878 678,249
Loss per ordinary share
Basic from continuing operations (cents per share) (0.2) (0.1) (0.2)
Basic from discontinued operations (cents per share) - (0.4) (0.3)
BALANCE SHEET
6 Months ended 6 Months ended 12 Months ended
31 August 2007 31 August 2006 28 February 2007
US$ US$ US$
FIXED ASSETS
Tangible assets 23,674 95,099 30,490
CURRENT ASSETS
Debtors and prepayments 58,579 43,690 48,540
Cash at bank 2,859,835 2,988,989 3,103,109
2,918,414 3,032,679 3,151,649
CREDITORS:
amounts falling due within one year
Creditors and accruals (70,330) (35,947) (78,679)
(70,330) (35,947) (78,679)
Net current assets 2,848,084 2,996,732 3,072,970
TOTAL ASSETS 2,871,758 3,091,831 3,103,460
CAPITAL AND RESERVES
Share capital 2,354,482 2,354,482 2,354,482
Share premium 13,849,554 13,849,554 13,849,554
Capital contribution reserve 555,110 555,110 555,110
Profit and loss - (deficit) (13,887,388) (13,667,315) (13,655,686)
2,871,758 3,091,831 3,103,460
CASH FLOW STATEMENT
6 Months ended 6 Months ended 12 Months ended
31 August 2007 31 August 2006 28 February 2007
US$ US$ US$
Cash flows from operating activities
Cash used in operations (319,047) (402,317) (705,657)
Interest income 76,061 70,155 141,583
Net cash from operating activities (242,986) (332,162) (564,074)
Cash flows from investing activities
Purchase of Fixed Assets (288) - (3,968)
Sale of Fixed Assets - - 350,000
Net cash from investing activities (288) - 346,032
Total cash movement for the year (243,274) (332,162) (218,042)
Cash at the beginning of the year 3,103,109 3,321,151 3,321,151
Total cash at the end of the year 2,859,835 2,988,989 3,103,109
Cash used in operations
(Loss) before taxation (231,703) (689,878) (678,249)
Adjustments for:
Depreciation 7,105 40,726 50,233
Interest Received (76,061) (70,155) (141,583)
Profit on sale of fixed assets - - (290,929)
Changes in working capital:
Increase/Decrease in Debtors (10,039) 350,874 346,023
Decrease in Creditors (8,349) (33,884) 8,848
(319,047) (402,317) (705,657)
NOTES
1 Earnings per share
Basic earnings per share is calculated by dividing the losses attributable to ordinary
shareholders by the weighted average number of ordinary shares in issue after the placing on the
AIM. Diluted earnings per share is calculated using the weighted average number of ordinary
shares in issue as adjusted to assume conversion of all dilutive potential ordinary shares.
FRS 14: Earnings Per Share ('EPS'), requires presentation of diluted EPS when a company could be
called upon to issue share that would decrease net profit or increase net loss per share. For a
loss making company with outstanding warrants, net loss per share would only be increased by the
exercise of warrants of out-of-the-money warrants. Since it seems inappropriate to assume that
option holders would act irrationally, no adjustment has been made to diluted EPS for
out-of-the-money warrants. The warrants expired on 30 September 2006.
6 Months ended 6 Months ended 12 Months ended
31 August 2007 31 August 2006 28 February 2007
US$ US$ US$
Earnings per share
Loss attributable to shareholders- continuing (231,703.00) (107,605.00) (209,552.00)
operations
Loss attributable to shareholders- - (582,273.00) (468,697.00)
discontinuing operations
No. No. No.
Weighted average number of ordinary shares 130,816,633 130,816,633 130,816,633
Basic loss per share (cents)- continuing (0.2) (0.1) (0.2)
operations
Basic loss per share (cents)- discontinuing - (0.4) (0.3)
operations
2
ACCOUNTING POLICIES
(a) Statement of compliance and basis of preparation
GoldStone is required, in accordance with the AIM Rules, to prepare its financial results for the
year ending 28 February 2008 in compliance with International Financial Reporting Standards ('
IFRS') as adopted by the EU. The Company's date of transition for this purpose is 1 March 2007.
The interim financial information has been prepared under the historical cost convention in
accordance with the recognition and measurement principles contained within IFRS as endorsed by
the EU. The accounting policies set out below have been applied consistently to the interim
financial information.
IFRS 1 EXEMPTION
The Company has elected to apply the following IFRS 1 exemption and transitional provision:
• Fair value or revaluation as deemed cost
The Company has not taken advantage of the transitional provision permitting the revaluation of
Property, Plant and Equipment and treatment of this fair value as the deemed cost going forward.
(b) Tangible fixed assets
Tangible assets are held at historical cost net of depreciation and any provision
for impairment.
Depreciation is calculated to write down the cost to the estimated residual value over the
expected useful life. The rates generally applicable are:
Office equipment 25.0%
Field, Geological equipment 25.0%
Computer equipment 33.3%
Gold samples are stated at cost and are not depreciated.
Material residual value estimates are updated as required, but at least annually, whether or not
the asset has been revalued.
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is
written down immediately to its recoverable amount.
(c) Impairment
Whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable an asset is reviewed for impairment.
An asset's carrying value is written down to its estimated recoverable amount if that amount is
less than the asset's carrying amount. The recoverable amount is the higher value of fair value
less costs to sell and value in use.
Impairment reviews are carried out on a project by project basis, with each project representing
a potential single cash generating unit.
(d) Taxation
Current income tax assets and liabilities comprise those obligations to, or claims from, fiscal
authorities relating to the current or prior reporting period, that are unpaid at the balance
sheet date. They are calculated according to the tax rates and tax laws applicable to the fiscal
periods to which they relate, based on the taxable profit for the period.
Deferred income taxes are calculated using the liability method on temporary differences.
Deferred tax is generally provided on the difference between carrying amounts of assets and
liabilities and their tax bases. However, deferred tax is not provided on the initial
recognition of goodwill or on the initial recognition of an asset or liability unless the
relevant transaction is a business combination or affects tax or accounting profit.
Deferred tax on temporary differences associated with shares in subsidiaries is not provided if
reversal of these temporary differences can be controlled by the Company and it is probable that
reversal will not occur in the foreseeable future. In addition tax losses available to be
carried forward as well as other income tax credits to the Company are assessed for recognition
as deferred tax assets.
Deferred tax liabilities are provided for in full, with no discounting. Deferred tax assets are
recognised to the extent that it is probable that the underlying deductible temporary differences
will be able to be offset against future taxable income.
Current and deferred tax assets and liabilities are calculated at tax rates that are expected to
apply to their respective period of realisation, provided they are enacted or substantively
enacted at the balance sheet date.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the
income statement, except where they relate to items that are charged or credited directly to
equity in which case the related deferred tax is also charged or credited to equity.
The Company has been granted 'Exempt Company' status under article 123A of the Income Tax
(Jersey) Law 1961. This status is renewable annually. The Company plans to maintain this status
for as long as it is available pending the introduction of the general zero rate of corporation
tax which is expected to be introduced in 2009. In order to hold exempt status an annual fee of
£600 is payable. The fee is included as an expense in the profit and loss account as it is not
dependent on the Company's results.
The Company is also registered for income tax purposes with the South African Revenue Service ('
SARS').
Due to the loss making position of the Company, there is no South African corporate tax charge
this year (2006:$nil).
The directors believe that the accumulated loss of US$13,887,388 described above might reasonably
be assessed by the relevant tax authority (Guyanese or South African) as a tax loss in future and
may be available to be offset against possible future capital or income gains of the Company or
from other sources of income or capital that may originate outside of the Republic of South
Africa.
No deferred tax asset has been recognised this year due to the uncertainty of future profits
(2006: $nil).
(e) Exploration costs
Exploration costs incurred include appropriate technical and administrative overheads.
Exploration costs are expensed until the commercial viability of a project has been proven.
(f) Share-based payments
Share based payments are dealt with in accordance with the requirements of IFRS. The Company
made no share based payments or other equity - settled transactions during the period.
(g) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity. Financial assets include cash and
cash equivalents, other receivables, equity instruments of another enterprise and are recognised
in the balance sheet at fair value. Cash and cash equivalents includes cash in hand, deposits
held at call with banks, other short-term highly liquid investments with original maturities of
three months or less from acquisition.
Other receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. After initial recognition these assets are measured at
amortised cost using the effective interest method less provision for impairment. Any change in
their value is recognised in the income statement. Prepayments are distinguished form other
receivables in that a prepayments balance will not result in the receipt of cash.
Financial liabilities are obligations to pay cash or other financial assets and are recognised
when the Company becomes a party to the contractual provisions of the instrument. Financial
liabilities categorised at fair value through income statement are recorded initially at fair
value, all transaction costs are recognised immediately in the income statement. All other
financial liabilities are recorded initially at fair value, net of direct issue costs.
Trade and other payables are financial liabilities which are expected to be settled within 12
months of balance sheet date. Recognition occurs when a Company becomes a party to the
contractual provisions of the instrument. Most obligations are legally enforceable and arise
under contractual arrangements. These include amounts owed for assets purchased or services
obtained (trade creditors), and obligations to provide goods and services where an external party
has paid in advance. Accrued expenses are liabilities to pay for goods or services that have
been received or supplied but have not been paid, invoiced or formally agreed with the supplier.
The recognition of accrued expenses results directly from the recognition of expenses for items
of goods and services consumed during the period. The initial measurement of trade and other
payables is usually at fair value.
Interest receivable and payable is accrued and credited/charged to the income statement in the
period to which it relates.
Financial assets that the Company has the positive intention and ability to hold to maturity are
classified as held to maturity assets.
The Company has not entered into any derivative financial instruments for hedging or any other
purpose.
(h) Available for sale financial assets
Available for sale financial assets include non-derivative financial assets that are either
designed as such or do not qualify for inclusion in any of the other categories of financial
assets that are either designated as such or do not qualify for inclusion in any of the other
categories of financial assets.
All financial assets within this category are measured subsequently at fair value, with change
in value recognised in equity, through the statement of changes in equity/statement of recognised
income and expenditure.
Gains and losses arising from investments classified as available for sale are recognised in the
income statement when they are sold or when the investment is impaired.
In the case of impairment of available for sale assets, any loss previously recognised in equity
is transferred to the income statement. Impairment losses recognised in the income statement on
equity instruments are not reversed through the income statement. Impairment losses recognised
previously on debt securities are reversed through the income statement when the increase can be
related objectively to an event occurring after the impairment loss was recognised in the income
statement.
The Company had nil available for sale financial assets during the year ended 28 February 2007.
(i) Pensions and employee benefits
The cost of short term employee benefits (those payable within 12 months after the service is
rendered, such as paid vacation and sick leave, bonuses and non monetary benefits such as medical
care ) are recognised in the period in which the service is rendered and are not discounted.
The expected cost of compensated absences is recognised as an expense as the employees render
services that increase their entitlement, in the case of non-accumulating absences, when the
absence occurs.
The expected cost of profit sharing and bonus payments is recognised as an expense when there is
a legal or contractual obligation to make such payments as a result of past performance
During the period under review the Group did not operate or contribute to any pension schemes.
(j) Income and expense recognition
The Company's income comprises interest receivable from bank deposits and management fees.
Operating expenses are recognised in the income statement upon utilisation of the service or at
the date of their origin.
Interest received is recognised upon receipt and any outstanding interest is accrued at the end
of the period.
All other income and expenses are reported on an accrual basis.
(k) Foreign currency translation
The financial information is prepared using United States Dollars as the functional currency.
Transactions denominated in other currencies are translated into Dollars at the rate actually
incurred when making the transaction
Monetary assets and liabilities denominated in other currencies at the balance sheet date are
translated at the exchange rate ruling at that date. These translation differences are dealt
with in the profit and loss account.
Other assets and liabilities have been translated into Dollars at the closing rate at the balance
sheet date.
Where expenses denominated in other currencies were not recorded as incurred, translation takes
place at an average rate for the period.
(l) Equity and share capital
An equity instrument is any contract that evidences a residual interest in the assets of the
Company after deducting all its liabilities.
Equity comprises the following:
i) 'Share capital' is the nominal value of equity shares translated into Dollars at date of
issue.
ii) 'Share premium account' represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses of the share issue translated into
Dollars at date of issue.
iii) 'Retained losses' represents retained losses transferred from the profit and loss account.
If the Company re-acquires its own equity instruments, those treasury shares are deducted from
equity. No gain or loss is recognised in profit or loss account on the purchase, sale, issue or
cancellation of the Company's own equity instruments.
Consideration paid or received is recognised directly in equity.
(m) Operating lease agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of
ownership remain with the lessor are charged against profits on a straight-line basis over the
period of the lease. The Company did not operate any assets under lease or rental agreements
during the period.
(n) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash on hand and demand deposits together
with other short term, highly liquid investments that are readily convertible into known amounts
of cash and which are subject to an insignificant risk of changes in value.
(o) Goodwill
Goodwill which represents the excess of the cost of acquisition over the fair value of the
Company's share of the identifiable net assets acquired is capitalised and reviewed annually for
impairment. Goodwill is carried at cost less accumulated impairment losses. Negative goodwill
is recognised immediately after acquisition in the income statement.
Goodwill written-off to reserves prior to the date transition to IFRS remains in reserves. There
is no re-instatement of goodwill that was amortised prior to transition to IFRS. Goodwill
previously written-off to reserves is not written back to the income statement on subsequent
disposal.
(p) Standards and interpretations not yet applied
The directors together with their advisers are in the process of evaluating the impact of
standards and/or interpretations that have not yet become effective. Listed below are those
standards and/or interpretations most likely to impact the Company.
i) IFRIC 11 (IFRS 2) Group and Treasury Share Transactions - mandatory for year 2008; and
ii) IFRS 8 Operating segments - mandatory for year 2009.
Based on the Company's current business model and accounting policies it is felt that these
standards and/or interpretations are not likely to have a material impact on the Company's
earnings or shareholders funds.
(q) Critical accounting estimates and judgements
The Company makes estimates and assumptions concerning the future. The resulting estimates will
by definition seldom equal the actual results. These estimates and judgments are continually
evaluated and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances. These judgements and
estimates are based on management's best knowledge of the relevant facts and circumstances,
having regard to prior experience.
The board of directors has considered the critical accounting estimates and assumptions used in
the historical financial information and concluded that areas of judgement that have the most
significant effect on the amounts recognised in the financial statements concern: the decision
not to recognise deferred tax and the estimation of share options' 'non-fair value',value.
The Company has no contractual obligations for restoration from exploration work carried out in
the period.
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