Final Results

RNS Number : 3139C

Shanta Gold Limited

15 April 2013

 



Shanta Gold Limited

("Shanta Gold" or the "Company")

Unaudited Final Results for the year ended 31 December 2012

Shanta Gold, the East African focused gold producing company, announces its unaudited final results for the year ended 31 December 2012.

Period Highlights

·      OPERATIONAL

o  Mining of Bauhinia Creek pit commenced with ore being placed on stockpile

o  Plant successfully built and commissioned in the year, producing 5,748 oz gold in Q4 2012

·      CORPORATE

o  Significant strengthening of Board with the appointment of new CEO, CFO and two Non-Executive Directors

o  US$50m equity and US$60m debt capital raised of which US$18m was repaid in the year

Post Period Highlights

·      OPERATIONAL

o  Successful ramp up of New Luika processing plant to deliver an additional 11,888oz gold in Q1 2013

o  Further upgrades identified in the crushing circuit and gold room expected to enable the Company to reach its production target for 2013

·      CORPORATE

o  A further US$30m of debt capital was raised and drawn-down in January 2013

o  100% consolidation of the Shield licences in the Lupa Goldfields for US$7.9m, including deferred consideration of US$5.5m, completed on 12 April 2013, and termination of the Great Basin Gold Exploration Joint Venture

o  Anthony Durrant to be appointed Non-Executive Chairman at the forthcoming AGM

Walton Imrie, Chairman of Shanta Gold, commented

"2012 has been a transitional year for Shanta Gold and these results reflect the investment of funds raised by the Company into the New Luika Gold Mine.  I believe New Luika will prove to be the cornerstone mining and processing operation for a successful gold producing Company."

Enquiries:

Shanta Gold Limited

Tel: [phone]

Mike Houston / Edward Johnstone

Nominated Adviser and Broker

Liberum Capital Limited

Tel: + 44 (0)20 3100 2000

Michael Rawlinson / Tom Fyson / Christopher Kololian

Financial Public Relations

FTI Consulting

Tel: [phone]

Billy Clegg / Oliver Winters

CHAIRMAN'S ADDRESS TO SHAREHOLDERS

Dear Shareholders,

In my position as Chairman of your company it is gratifying to report that over the recent past, Shanta Gold has successfully transitioned from a pure greenfield exploration company to a producing gold company which by industry standards has occurred in a short period of time. Shanta Gold is possessed of a unique ore body at Bauhinia Creek, one of nine targets within the New Luika mining licence.  The transition is remarkable taking into account the remoteness of its location in south western Tanzania and only made possible by a dedicated team of management personnel, employees, patient shareholders and fellow directors, whose vision of developing the potential of the Lupa Goldfields is now a reality.

This achievement in such a shortened timeframe required an unconventional approach, particularly in the face of a collapse in the capital markets in 2008 which would normally have been a critical funding period for the Company. A cost-saving incremental build plan alongside an outsourced mining and production strategy was developed and implemented, with smaller than ideal funding rounds along the way as dictated by the storms in the global markets that we have experienced in the Company's short history.

We now have a functional 960 ton per day processing plant and I would welcome shareholders to visit our website to witness the change from what was extremely wild African bush less than two years ago, to an advanced mine that is destined to be the backbone of Shanta Gold with the potential of replication across our licence area.

Community Relations at National and Local Levels

I am pleased to report that your Company has succeeded in developing a positive relationship with our Tanzanian stakeholders both at a national and local level. The Company has a strategy of involving the local community and within its cash constraints has made significant strides in improving the well-being of those people who live in close proximity to both our New Luika and Singida properties. At a national level, Shanta Gold has had fruitful discussions with government on the release of the Mugusu licences and several successful high level visits to the New Luika mine have recently been undertaken.

Exploration in the Lupa Goldfields

As a result of prospecting activities on one of the nine targets within our wholly owned New Luika property, management was made aware of the possibility of a strike extension beyond our area into ground controlled by Great Basin Gold ("GBG").  Shareholders are aware of the negotiated deal with GBG whose interest has recently been acquired by Red Kite. Management has been in discussion with Red Kite with a view to acquiring the interest that they own in the former GBG joint venture, covering a dominant portion of the Lupa Goldfields, historically developed by colonial miners.  I believe that the successful outcome of these negotiations, announced today, will add significant value to Shanta Gold in the years ahead.

Financing and Investor Relations

With delays in commissioning of the New Luika project, in part as a result of cash constraints and delays in the importation of construction materials, the Company was obliged to return to the market and successfully raised US$35 million in October 2012.  The introduction of a reputable cornerstone investor assisted in gathering support of a number of major institutional investors and I was particularly pleased to see ongoing support from historical investors.

Board of Directors

As Shanta Gold has progressed from explorer to producer, this event necessitated changes to the Board. It is with pleasure that we welcome Nick Davis and Luke Leslie as Non-Executive Directors to the Board. Nick has been associated with the Company since listing in 2005 and has a highly regarded legal background with particular experience and focus on the resources sector. Luke has a banking and commercial career history and collectively the two of them bring important skill sets to the operation of the Board.

During the year Gareth Taylor stepped down as CEO and a Director and I thank him for the significant contribution that he made in what were difficult circumstances as alluded to earlier.

Mike Houston joined the company on the 1st October 2012 as CEO and has rapidly settled in, building a hands on management team that I believe will add great value to our Company. Edward Johnstone, who was appointed CFO on 14th October 2012 has worked closely with Mike and played a pivotal role in securing funding to provide the required working capital during the ramp up period.

In Conclusion

Having been at the helm as Executive and Non Executive Chairman since listing on AIM in 2005, it has been a privilege to have witnessed and been associated with a team that has delivered a producing operation. I believe that my role has come to an end and the time has come for change.   An excellent replacement has been identified in Anthony Durrant and he will assume the role of Non-Executive Chairman after the forthcoming AGM.

It would be wrong for me not the thank various individuals who have contributed to our success, however, forgive me for placing these persons into groups - the original management team, head office staff and all those associated with the discoveries at New Luika and Singida - the project management team and contractor groups who built the New Luika plant and developed the open pit - various directors, past and present as well as shareholders who have loyally supported Shanta Gold on its journey so far. I have every confidence that Shanta Gold will grow into a successful mid-tier low cost gold producer and to the new Board and management I convey my support and best wishes in the coming times.

Walton Imrie

Chairman

CHIEF EXECUTIVE OFFICER'S REVIEW

I am pleased to present my first report as Chief Executive Officer of Shanta Gold Limited. In the 2011 annual report the previous CEO covered events to mid 2012 and it is therefore my intention to provide shareholders with an update to year end 2012 and the progress made at the time of writing this report. 

Operations

As a general comment, the New Luika project was hampered by funding constraints throughout much of 2012 and subsequent plant design weaknesses, which together resulted in startup delays and a production shortfall for the year under review. In spite of these challenges, this exciting project remains fundamentally sound and is underpinned by both a high grade resource and a robust operating plant. 

The Company has maintained an excellent safety record with no lost time accidents for the year under review. This is an outstanding result when one considers the number of construction workers on site over the period and is testament to robust procedures the Company has in place and the skill and dedication of the whole team in Tanzania.

The mining operation, which has focused largely on the Bauhinia Creek pit, commenced in late 2011 in anticipation of the plant startup in the first half of 2012. With the uncertainty of the plant startup date, management took the decision to continue with the mining operation and built up a substantial ore stockpile prior to the eventual startup in late August 2012. This decision, although impacting negatively on the cash flow, has provided the Company with both the comfort of a high grade ore stockpile and available waste rock that has been a useful source in the necessary construction of both a tailings dam and runway prior to production commencing. Given the high ore stock levels, the Company was able to 'stand-down' the mining fleet for two months over December 2012 and January 2013.

The resource statement released in July 2012 confirmed the inferred upside potential of the Bauhinia Creek pit and the mine production plan for the foreseeable future is centered around this ore body, supported by the adjacent Luika pit, a number of other smaller lower grade ore bodies and low cost gravels. 

The plant was commissioned in late August but, due to production constraints linked to a design weakness in the crushing circuit, gold production was limited to 5,748oz in the period to December 2012 and the plant commissioning period was extended into the first quarter of 2013. The revenues from gold sales were accounted for within the working capital costs as the plant was not fully operational at the year-end.

It is pleasing to report at the time of writing that good progress has been made at an operational level during the quarter to March 2013. The first phase upgrade of the crushing circuit was completed in early January 2013 and gold production has progressively improved with March output reaching 5,735oz and a total for the quarter of 11,888oz. Minor modifications to the feed system in the gold room will be completed in early April and a second phase upgrade of the crushing circuit in Q2 will help the Company to achieve its 2013 production estimates. It is still the intention to replace the current crushing circuit with a facility that will allow the Company to maximize and increase the plant capacity and this is anticipated to be installed in the last quarter of 2013.

Exploration

Exploration activities in 2012 were limited to the committed work on the Great Basin Gold Joint Venture ground and initial results disclosed in September 2012 are very encouraging. I am very pleased with the Company's purchase of Red Kite's interest in the joint venture, meaning Shanta Gold now owns 100% of the rights to the licences in this very exciting prospecting area. Just as importantly, the transaction with Red Kite removes exploration commitments under the original joint venture agreement which amounted to $10m over the next two years and any future dilution that might have occurred if resources in excess of 500,000oz were discovered or ore from JV ground mined.  The Company has embarked on an aggressive exploration program in 2013 focused on expanding the resource at the Bauhinia Creek and Luika ore bodies which both remain open at depth and exploring the highly prospective ground recently acquired in the Lupa Goldfield.    

Financing

At a corporate level, given that the Company was unable to meet the production criteria set by its lending partner, it was necessary to raise a further US$35 million of equity capital in October 2012 to fund past obligations and provide working capital for the quarter to December 2012. With the improved outlook, the Company secured US$30 million of debt financing in January 2013 which is being utilised to repay other short term debt obligations and provide working capital through the ramp up to positive cash flow.

Looking ahead, the major objectives for 2013 include:   

·      Stabilize the New Luika production and maximize operating and cost efficiencies;

·      Upgrade of the Singida Definitive Engineering Study (2011) to Bankable Feasibility Study level;

·      Evaluate the potential of extending the life of the New Luika operation and develop exploration opportunities in the highly prospective Lupa Goldfields;

·      Strengthening the balance sheet through restructured debt profile;

·      Continue to build a strong relationship with our key stakeholders.

On behalf of the Management and Board of Directors I would like to thank our shareholders for their ongoing support and we look forward to a positive 2013.

Mike Houston

Chief Executive Officer

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2012 

	Notes		31  December		31 December
			2012		2011
			US$'000		US$'000
Revenue
Cost of sales			-		-
Gross profit			-		-
			-		-
Administration expenses			(8,079)		(4,969)
Exploration and evaluation cost			(2,565)		(3,508)
Impairment of intangible assets			-		(3,558)
Operating loss			(10,644)		(12,035)
Finance income			263		28
Finance expense			(4,366)		(266)
Loss before taxation			(14,747)		(12,273)
Taxation			-		-
Loss for the year			(14,747)		(12,273)
Other comprehensive income for the year			-		-
Total comprehensive loss for the year			(14,747)		(12,273)
Loss per share
Basic and diluted loss per share (US cents)	2		(4.42)		(5.58)
The loss for the year, total comprehensive loss for the year and the basic and diluter loss per share are all attributable to the owners of the parent

UNAUDITED STATEMENT OF FINANCIAL POSITION

For the year ended 31 December 2012 

	Notes	31  December	31 December
		2012	2011
		US$'000	US$'000
Assets
Non-current assets
Intangible assets	3	10,380	876
Property, plant and equipment	4	112,929	40,306
		123,309	41,182
Current assets
Trade and other receivables		8,643	3,748
Cash and cash equivalents		4,277	572
		12,920	4,320
Total assets		136,229	45,502
Equity and liabilities
Equity
Share capital		75	45
Share premium		132,139	81,029
Share option reserve		3,258	1,722
Convertible Notes Equity Reserve		5,374	-
Shares to be issued		293	-
Translation reserve		400	400
Retained deficit		(61,043)	(46,296)
Total equity		80,496	36,900
Non-current liabilities
Convertible loan notes		18,637	-
Provision for decommissioning		4,129	1,014
Total non-current liabilities		22,766	1,014
Current liabilities
Trade and other payables and accruals		17,308	6,129
Other loans		15,322	1,123
Loans payable to related parties		337	336
Total liabilities		32,967	8,602
Total equity and liabilities		136,229	45,502

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2012

	Share Capital US$'000	Share Premium US$'000	Share option reserve US$'000	Convertible debt reserve US$'000	Translation Reserve US$'000	Shares to be issued US$'000	Warrant Reserve US$'000	Retained Deficit US$'000	Total US$'000
Total equity 1 January 2011	30	55,936	1,088	-	400	92	336	(34,023)	23,859
Total comprehensive
loss for the year	-	-	-	-	-	-	-	(12,273)	(12,273)
Share based payments	-	638	-	-	-	(59)	-	-	579
Shares issued for cash	14	24,263	-	-	-	(33)	-	-	24,243
Share issue costs	-	(1,265)	-	-	-	-	-	-	(1,265)
Shares to be issued	-	-	736	-	-	-		-	736
Warrants exercised	1	1,249	-	-	-	-	(336)	-	914
Share options expired	-	208	(102)	-	-	-	-	-	106
Total equity 31 December 2011	45	81,029	1,722	-	400	-	-	(46,296)	36,900
Total comprehensive
loss for the year	-	-	-	-	-	-	-	(14,747)	(14,747)
Share based payments	-	-	1,536	-	-	-	-	-	1,536
Shares issued for cash	30	54,113	-	-	-	-	-	-	54,143
Share issue costs	-	(3,736)	-	-	-	-	-	-	(3,736)
Warrants exercised	-	733	-	-	-	-	-	-	733
Shares to be issued	-	-	-	-	-	293	-	-	293
Convertible Loan Notes	-	-	-	5,374	-	-	-	-	5,374
Total equity 31 December 2012	75	132,139	3,258	5,374	400	293	-	(61,043)	80,496

Reserve	Description and purpose
Share capital	Amount subscribed for share capital at nominal value.
Share premium	Amount subscribed for share capital in excess of nominal value.
Share Option reserve	Cumulative fair value of options charged to the statement of comprehensive income net of transfers to the profit and loss reserve on exercised and cancelled/lapsed options.
Convertible debt reserve	Equity element of convertible loan note.
Translation reserve	Cumulative gains and losses on translating the net assets of overseas operations to the presentation currency.
Shares to be issued	Nominal value of share capital of premium on shares to be issued.
Warrant reserve	Cumulative fair value of warrants.
Retained deficit	Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

UNAUDITED STATEMENT OF CASH FLOWS

For the year ended 31 December 2012 

		31  December		31 December
		2012		2011
		US$'000		US$'000
Loss for the year		(14,747)		(12,273)
Adjustment for:
Depreciation		401		204
Impairment of prospecting licences		189		3,558
Share option cost		1,536		736
Share based payments		-		579
Finance income		(263)		(28)
Finance expense		4,366		266
Operating cash flow before movements in working capital		(8,518)		(6,958)
Movements in working capital				452
Increase/(decrease) in receivables		(8,330)		(1,183)
(Decrease)/increase in payables		10,755
		(6,093)		(7,689)
Interest received		263	28
Net cash flows from operating activities		(5,830)		(7,661)
Investing activities
Cash flow attributable to the exploration
for and evaluation of mineral resources:
- Purchase of intangible assets		(43)		(58)
- Purchase of plant and equipment		(1,171)		(845)
- Assets under construction		(71,971)		(32,763)
Net cash flows from investing activities		(73,185)		(33,666)
Financing activities
Net proceeds from issue of ordinary share capital		45,078		23,991
Net proceeds from issue of convertible loan notes		23,375		-
Loans repaid		(17,900)		(2,100)
Loan interest paid		(2,931)		(104)
Loans advanced		35,098		3,060
Net cash flows from financing activities		82,720		24,847
Net increase in cash and cash equivalents		3,705		(16,479)
Cash and cash equivalents at beginning of year		572		17,050
Cash and cash equivalents at end of year		4,277		572

UNAUDITED NOTES TO THE FINANCIAL INFORMATION

For the year ended 31 December 2012 

1 Basis of preparation

The financial information set out in this announcement does not constitute the Company's statutory accounts for the year ended 31 December 2012 or 2011.  Statutory accounts for the year ended 31 December 2011 have been reported on by the Independent Auditors.  The Independent Auditors' Report on the Annual Report and Financial statements for 2011 was unqualified and did not draw attention to any matters by way of emphasis.

The results for 2012 are unaudited.  Statutory accounts for the year ended 31 December 2012 will be finalized based on the information presented in this announcement.  The Independent Auditors' Report will be based on these statutory accounts once they are complete.

The Directors believe that the company has sufficient funds with contingency, to meet its current commitments and has funds to meet its ongoing operational requirements for the foreseeable future.  Therefore this financial information has been prepared on a going concern basis.

2 Loss per share

	2012	2011
	US$'000	US$'000
The earnings and weighted average number of ordinary shares used in the
calculation of basic loss per share is as follows:
Loss for the year attributable to equity holders of the company	(14,747)	(12,273)
Earnings used in the calculation of basic loss per share	(14,747)	(12,273)
as presented below:
Basic and diluted loss per share (US cents)	(4.42)	(5.58)
Weighted average number of shares in issue	333,900,244	219,797,684
IAS 33 "Earnings per share" defines dilution as a reduction in earnings per share or as an increase in loss per share. When calculating the dilutive earnings per share the loss is decreased. Accordingly dilutive loss per share is not disclosed.
	Number	Number
The group has the following instruments which could potentially dilute
basic earnings per share in the future
Share options	3,049,110	12,866,584
Warrants	1,986,355	-
Convertible Loan Note	-	-
The company had entered into a SEDA agreement, under which the company could raise funds by the issue of shares. The SEDA agreement was terminated in January 2013 and so can no longer potentially dilute basic earnings per share in the future.

3 Intangible assets

The group has capitalised exploration and evaluation assets relating to amounts spent on the purchase of licences and to acquire rights to explore and evaluate mineral deposits. These assets have been classified as intangible assets. All of the licences are held by the subsidiary companies. All of the intangible assets have a finite life and have been externally generated. These licences will be amortised when mineral development commences, over the life of the mine or unit of production method

	Owned prospecting  licences	Third party primary mining  licences	Third party prospecting licences	Owned Mining licence	Third party Mining  licence	Acquired exploration and  evaluation Assets	Total
	US$' 000	US$' 000	US$' 000	US$' 000	US$' 000	US$' 000	US$' 000
At 1 January 2011	222	556	251	-	29	3,218	4,376
Additions	-	-	58	-	-	-	58
Impairments	(21)	(240)	21	-	-	(3,318)	(3,558)
At 31 December 2011	201	316	330	-	29	-	876
Additions	-	240	-	-	-	9,461	9,701
Impairments	(58)	-	(110)	-	(21)	-	(189)
Reallocation	(22)	(58)	(118)	22	168	-	(8)
At 31 December 2012	121	498	102	22	176	9,461	10,380
Impairment of licences Impairments relate to projects which have been assessed for impairment and found to be no longer viable or where licences have expired with no intention of renewal. Licences currently under renewal but viable are not considered impaired. The directors have no reason to believe that renewal will not be granted. The recoverable amounts are determined based on an assessment of economically recoverable mineral resources. The impairment losses have been recognised as exploration costs. The Government of Tanzania has enacted a new Mining Act 2011, which has replaced the previous Mining Act 1998; the new Act became effective from 1 November 2011. The Act has introduced new procedures on renewal of Prospecting Licences (PL's) that now involves a tender process. The changes increase the risk of the group not being able to retain PL's that have or are due to expire. This does not have an impact on the Group's licences as at 31 December 2012 Owned prospecting licences These licences are acquired from the Ministry of Minerals and are held in the subsidiary company's name. Third party primary mining licences These licences relate to primary mining licences held by an unrelated party, but in terms of which the subsidiary company holds rights to explore and evaluate with the option to purchase mining rights at a later stage. Under the agreement the subsidiary company pays the licence acquisition and subsequent maintenance costs. Third party prospecting licences These are prospecting licences held by an unrelated party, but in terms of which the subsidiary company holds the right to explore and evaluate the site. Under the agreement the subsidiary company pays the third party for this right. In addition, the agreement provides for additional payments to be made which will be linked to certain events, for example establishment of proven and probable reserves or future sales. Third party mining licences This licence relates to a mining licence held by an unrelated party. The terms of which grant the subsidiary company the right to prospect on the licensed area and confers upon the subsidiary an exclusive option to purchase the licence if the company in its sole discretion requires it for mining. Acquired exploration and evaluation assets On Monday 15 April 2013, the Group announced that it had acquired 100% of the share capital of Boulder Investments Limited ("Boulder") and with this transaction has acquired all of the interest of the Lupa Goldfield Exploration Joint Venture ("the JV") that the Group had entered into in 2011. The Group has recognized in 2012 the initial costs of the transaction (US$9.5m) as incurred by the creation of the JV, being the issuing of shares (US$4.2m) and warrants (US$5.2m) which were enacted in 2012. Since the period end, the Group has agreed to pay RK Mine Finance Trust 1 ("Red Kite") US$4.8m for its interest in Boulder and the JV of which US$2.4m was paid on the Closing Date and a deferred payment of US$2.4m bearing interest of 2.6% will become due on 12 April 2015. In addition, the Group has agreed to assign to Red Kite a Promissory Note from Chunya Gold Holdings Limited amounting to US$3.1m bearing interest of 2.6% due and payable upon the earlier of (a) completion of an Approved Mine Plan and (b) 12 April 2017. The transaction with Red Kite removes exploration commitments under the original Joint Venture agreement amounting to US$10m over the next two years and any future dilution that might have occurred if a mineable ore body is discovered.

4 Property, plant and equipment

	Mining and related equipment	Office equipment	Motor  Vehicles	Furniture and fittings	Asset under construction	Total
	US$ 000	US$ 000	US$ 000	US$ 000	US$ 000	US$ 000
Cost
At 1 January 2011	161	119	596	78	-	954
Additions	259	24	556	6	39,444	40,289
At 31 December 2011	420	143	1,152	84	39,444	41,243
Accumulated depreciation
Balance at 1 January 2011	126	102	448	57	-	733
Charges for the year	52	8	131	13	-	204
At 31 December 2011	178	110	579	70	-	937
Net book value at
31 December 2011	242	33	573	14	39,444	40,306

	Mining and related equipment	Office equipment		Motor  Vehicles		Furniture and fittings		Asset under construction		Total
	US$ 000	US$ 000		US$ 000		US$ 000		US$ 000		US$ 000
Cost
At 1 January 2012	420	143		1,152		84		39,444		41,243
Additions	545	25		477		2		71,977		73,026
Disposals	(15)	(2)		-		-		-		(17)
At 31 December 2012	950	166		1,629		86		111,421		114,252
Accumulated depreciation
Balance at 1 January 2012	178	110		579		70		-		937
Charges for the year	97	15		280		9		-		401
Disposals	(15)	(2)		-		-		-		(17)
At 31 December 2012	261	124		859		79		-		1,323
Net book value at
31 December 2012	689	42		770		7		111,421		112,929
The asset under construction represents the New Luika mine under construction

5 Contingent liabilities

The company's wholly owned subsidiary, Shanta Mining Company Limited, is facing contingent liabilities amounting to US$51,064 or TZS 80,253,000. The litigation against the Company is for not paying the balance on the purchase price of two Primary Mining Licences (PMLs) from Plaintiff. The company has committed to orders worth US$203,055 which had not been delivered by 31st December 2012.

6 Events after reporting date

After the 31 December 2012, a number of key events occurred which are noted below

Debt Finance US$30m

In January 2013, the Group concluded a US$30m debt facility of additional loan finance from FBN UK Ltd.

The facility, which is secured over the shares and business assets of Shanta Gold's Tanzanian subsidiary company, Shanta Mining Company Limited, bears interest at a rate of Libor plus 8.0% per annum, with a 2.0% arrangement fee. The facility is repayable over two years with a capital holiday for the first six months and repayment occurring over 18 equal monthly installments thereafter. The outstanding finance of US$5.3m owing to YA Global Master SPV Ltd was repaid in January 2013.

Purchase of Lupa Joint Venture

As described in Note 3, the company concluded its purchase of Boulder on 12 April 2013 and as such has acquired the rights to all of the prospecting licences of the Joint Venture that was entered into in 2011.

 

END

 

 

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