Annual Report
CONTENTS & DIRECTORY
CORPORATE INFORMATION 3
CHAIRMAN'S STATEMENT 4
OPERATIONS REPORT 6
INTEREST IN TENEMENTS 26
RISKS AND UNCERTAINTIES 27
FINANCIAL REVIEW 29
DIRECTORS AND COMPANY SECRETARY 30
DIRECTORS' REPORT 32
INDEPENDENT AUDITORS' REPORT 37
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 39
CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION 40
CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES IN EQUITY 41
CONSOLIDATED AND COMPANY STATEMENTS OF CASH FLOWS 42
NOTES TO THE FINANCIAL STATEMENTS 43
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
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
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
Hopgood Ganim
Level 8, Waterfront Place
1 Eagle Street,
Brisbane QLD 4000, Australia
REGISTRARS
Computershare Investor Services plc
The Pavilions, Bridgwater Road
Bristol BS99 7NH
United Kingdom
Dear Fellow Shareholder
Over the past 12 months, your company successfully diversified its bank of mineral resource assets by securing an exploration license over a highly prospective area over Fauro Island, in the Solomons, and with acquisitions of two encouraging "nearer term" gold projects in Queensland, Australia. This has de-risked your Company's gold exploration profile, yet still offers strong upside on the highly prospective exploration program on Guadalcanal Island in the Solomon Islands, which continues to develop with the sound financial and technical backing of Newmont Mining Corporation ("Newmont").
Our Joint Venture with Newmont continues as before, but with Newmont now as operator. This has the advantage that it frees up some of our key personnel to concentrate on our 100% Company-owned prospective targets on Fauro Island, while still being able to remain confident of the future management of field and exploration work (including drilling) in and around our copper-gold porphyry targets on Guadalcanal Island. These targets have been the subject of intense work over the last year to gather more important geological data which forms a sound information platform for the drilling program. In other words, a clear pipeline of carefully researched and defined targets has been established and this now becomes the subject of the Guadalcanal Venture drilling program presently underway. Earlier this year, Newmont formalised its budgeted spend in excess of A$5m on exploration (effectively bringing it forward) and we are pleased that much of this is destined to go into the aggressive drilling program which commenced at Chikora on 19th August. Newmont's focus on testing the drill targets at Chikora should be followed by further drilling work to advance the Mbetilonga and Kuma projects and we expect further regional reconnaissance sampling within the Central prospecting licence. Clearly, the Guadalcanal Venture continues to rank as an important element of Newmont's global exploration efforts. We look forward to seeing results.
During the year, your Company was granted an exploration license over a 70 km2 highly prospective area on Fauro Island. Like Guadalcanal Island, Fauro Island is situated on the Rim of Fire, but lies 80 km south-east of the famous Bougainville deposit in PNG. The northern peninsula of Fauro Island is the remnant rim of a volcano and our geologists believe it represents a gold rich high level variant sitting above a porphyry system similar to Bougainville, and with similar mineralogy and geological setting to the giant 40m oz Lihir deposit. An airborne Electromagnetic (EM) Survey covering an area of 800 line kilometres, over 75 km2 was completed in February. This followed encouraging results, from stream sediment sampling conducted by our geologists, who identified highly anomalous gold samples (some showing gold values up to 169 grams per tonne and with gold visible to the naked eye). Work to date has identified numerous gold prospects, and further trenching, mapping and drilling is planned in the near future. The license over Fauro Island is owned 100% by your Company, and as a Lihir lookalike, holds potential to host a world class gold deposit.
During the past year, Solomon Gold successfully acquired two companies holding promising exploration projects in Queensland, Australia. The first acquisition, Acapulco Mining Pty Ltd, holds extensive tenements over a project area in and around Mt Perry of 1,344 km2, located four hours drive northwest of Brisbane and about 15km from Lihir Gold's 1 million oz Mt Rawdon mine. The project area is located on the intersection of strong regional geological features which host porphyry gold copper molybdenum potential. Extensive mapping and sampling has identified several drill targets which have yielded potentially economic results. Drilling of these geological systems has yielded both high grades and long intersections of medium grade mineralisation to date, so further drilling programs are planned in 2010/11.
The second acquisition, Central Minerals Pty Ltd, holds exploration licences covering 3,670 km2 over a strike length of 200km on the eastern margin of the Bowen Basin in Central Queensland, approximately 150km west of the port of Gladstone. The key target is the Mt Rannes project which lies on the eastern faulted edge of the coal rich Bowen Basin, in an environment favourable for the introduction of mineral bearing granitic intrusions and related volcanic centres. Your Company recently announced its Maiden Resource Estimate for its Crunchie Prospect which forms part of the broader Rannes Project. Crunchie has an inferred Mineral Resource of 5.6Mt at 1.12g/t equivalent gold for 201,648oz of contained equivalent gold (0.20g/t equ. Au cut‐off grade). A series of multiple prospects have been identified in close proximity to the Crunchie Prospect, providing excellent potential for a significant expansion of the existing resource inventory. At the Rannes Project, core drilling has revealed mineralisation similar in texture and chemistry as well as similar structural settings to the Carlin Style deposits in Nevada, USA. Magnetic interpretation and soil sample results indicate numerous other targets immediately adjacent to Crunchie and these, in turn, augment other nearby prospects in the Rannes Central area. The encouraging intersections yielded in the past at Porcupine, Kauffmans and Crackling Rosie, are expected to define further resources within the next six months.
The drilling programs at Fauro in the Solomon Islands, and at Rannes and Mt Perry in Queensland will be funded by the recently announced capital raising of approximately $24 million, due to settle following a shareholder's meeting called for 8 November 2010 to approve an increase in the Company's authorised capital. The re-rating of the Company's share price on AIM following the release of initial results from Fauro precipitated institutional investor interest in the Company, which in turn drove the success of the raising.
The developments over the past 12 months provide your Company an opportunity to grow and mature into an integrated gold explorer, developer, and miner with prospects that range from lower risk, more advanced prospects proceeding to resource definition in Queensland (and which offer the possibility of bringing new gold assets into production more quickly), through to the high risk, high reward projects of the Solomon's like Guadalcanal Island (in JV with Newmont) and the exciting Fauro Island project. The acquisition and creation of new, interesting and highly prospective mineral projects, coupled with the key appointments of Mr John Bovard to the Board and Mr Alex Thin as the Company's Chief Operating Officer, during the year, provide a strong and more diversified platform for growth of the company. We look forward to realization of the value these developments should bring in the future.
Cameron Wenck
Chairman
3 November, 2010
The South Pacific Applied Geoscience Commission in 2001 concluded that "Solomon Islands is perhaps the most prospective Pacific island country for minerals after Papua New Guinea (PNG)."
Company and Project Summary
History and Company Profile
Solomon Gold plc ("Solomon Gold" or the "Company") was admitted to trading on the AIM Board (AIM Code: SOLG) of the London Stock Exchange on 10 February 2006 after completing a £5million capital raising. Solomon Gold's original exploration projects are located in Solomon Islands and the discovery of a world class copper and gold mine on the south west Pacific Rim of Fire, in the shadow of some of the world's largest gold mines; Ok Tedi (50Moz), Bougainville (50Moz), Grasberg (160Moz) and Lihir Island (40Moz) was and remains a focus for the Company.
At the time of listing it held four tenements (Mbetilonga, Sutakiki, Central and Koloula) collectively referred to as the Guadalcanal tenements in the Solomon Islands. Additionally, Kuma was granted in November 2006 (it was an application at the time of listing) and became part of the Guadalcanal tenements. In September 2007 the Florida tenement was granted and East Guadalcanal in May 2008. The Fauro tenement was granted in November 2009.
On the 5 March 2009, Solomon Gold entered into a joint venture agreement whereby Newmont Ventures Limited, a subsidiary of Newmont Mining Corporation ("Newmont") (NYE: NEM), one of the world's largest gold companies, committed to an exploration expenditure program of up to US$12million over five-years (31 March 2014) to earn up to a 70% interest in the Guadalcanal Joint Venture ("GJV"). The GJV comprises the Company's Guadalcanal tenements, Mbetilonga, Sutakiki, Central, Koloula and Kuma. The GJV is in the second year, whereby Newmont must spend US$6million by 31 March 2012 in order to have a 51% legal and beneficial interest in the GJV. As at 30 June 2010 Newmont had expended US$3,443,921. On the 1 April 2010 Newmont assumed management of the GJV.
Solomon Gold's tenements in the Solomon Islands are held in wholly owned subsidiary Australian Resource Management (ARM) Pty Ltd ("ARM").
In late 2009 and early 2010, the Company acquired two Queensland based exploration companies. The acquisition of Acapulco Mining Pty Ltd ("Acapulco") was completed in late 2009 and Central Minerals Pty Ltd ("Central") in early 2010. These companies had projects that are more directed towards resource definition, where exploration costs are approximately one third of those in the Solomon Islands.
The acquisition of Acapulco and Central has derisked and diversified the Company's asset base with the addition of the Australian gold projects at Rannes (Central) situated near to Newcrest's (70kozpa attributed production) Cracow Mine and Mt Perry (Acapulco) close to Lihir's Mt Rawdon Mine (1.2Moz resource).
Mt Perry and Rannes provide targets at each for the discovery of at least 2Moz gold Inferred Resource in bulk disseminated and Carlin style gold systems. Exploration drilling at Rannes and Mt Perry has already returned potentially economic gold and silver intersections, and both projects are characterised by extensive exploration licences and in the case of Rannes defines a new Carlin style province over 200km long.
On the 7 June 2010, Solomon Gold announced a 200koz contained equivalent gold maiden resource at its gold and silver Crunchie Prospect ("Crunchie"), which is within the Rannes Project. Five prospects in the Rannes Project area; Crunchie, Homestead, Kauffmans, Cracklin Rosie and Porcupine Pie, have been subject to first pass drilling by Central and previous explorers, with potentially economic intersections in all five.
The Company has an exploration base at Gympie in south-east Queensland from which it manages the exploration effort of the two Queensland gold projects. In the Solomon Islands the Company has an operational base in the capital Honiara, as well as a newly constructed staging post in Gizo (approximately 380km / 240miles northwest of Honiara) for easier access to the Fauro Project. The corporate office is in Brisbane, Queensland, Australia.
The Company's structure is summarised in Figure 1. Table 1 summarises Solomon Gold's Exploration Projects. Figure 2 shows the location of the Queensland tenements and Figure 3 the location of the Solomon Island tenements.
Corporate Objectives
The overall objective of the Company is to create shareholder value through the discovery, development and production of world-class mineral deposits including but not limited to copper, gold and silver, with a key focus in the Solomon Islands and Queensland, Australia.
To facilitate achievement of this objective the Company will:
· Target at least 1Moz to 2Moz targets at each of its Queensland projects.
· Target large gold copper targets in Solomon Islands of similar or greater size to other projects in the south west Pacific Rim of Fire.
· Adopt a systematic approach to exploration.
· Seek to maximise in-ground expenditure as a proportion of the total budget.
· To secure additional exploration projects by new tenements and/or farm-in agreements.
· Continue to review 'value accretive' opportunities that are presented.
Solomon Gold aims to deliver, over the next five years, on its strategy to become an integrated copper and gold explorer, developer and miner in the South West Pacific and Australia.
Exploration Strategy
The Company's strategy is to become an integrated copper-gold-silver explorer, and ultimately developer and miner in the South West Pacific Region and Queensland, Australia.
The company's detailed exploration strategy includes the following elements:
· Magnetics to identify intrusive.
· Soil geochemistry to identify anomalies areas.
· Reconnaissance drilling to confirm mineralised and economic zones.
· Drilling to define economic recourses.
Solomon Gold has proven expertise both in management and board levels to discover, develop and produce copper, gold, silver and any other associated value adding mineral.
Key Project Attributes
A summary of the key attributes for each of the Company's' four project areas is presented in the following pages.
Figure 1 : Solomon Gold Corporate Structure
Table 1 : Solomon Gold Exploration Projects
Project |
Location |
Style |
Ownership |
Mt Perry |
Queensland, Australia |
Porphyry and Vein Gold |
100% owned |
Rannes |
Queensland, Australia |
Carlin Style Gold |
100% owned |
Normanby |
Queensland, Australia |
Porphyry Gold Copper |
100% owned |
Fauro |
Solomon Islands |
Epithermal Gold |
100% owned |
Guadalcanal |
Solomon Islands |
Porphyry Copper Gold |
JV with Newmont |
Figure 2 : Location of the Queensland tenements
Figure 3 : Location of the Solomon Island tenements
Project Summary
Fauro Island Project
Location : 380km northwest of the Capital Honiara, Solomon Islands
Ownership : 100% owned
Tenement Area : 70km2
Primary Targets : Epithermal Gold and associated minerals
Highlights:
· Indications of a significant high grade gold and silver mineralisation similar in style to Lihir Island in Papua New Guinea ("PNG"), epithermal sulphide gold mineralisation.
· Rim of Fire setting, 80km south-east of Bougainville deposit in PNG.
· 35km2 of mineralised volcanic rim.
· A number of intrusive systems and associated magnetic and electromagnetic anomalies including: Ballyorlo, Kiovakase, Meriguna, Bataha, Ballteara, Piru and Masamasa.
· Kiovakase prospect yields up to 169g/t gold and 0.16% copper, now defined over a 700m by 1,500m zone.
· Meriguna prospect yields up to 173g/t gold and 0.35% copper, with trench results; BK1; 7m at 17.1 g/t Au (incl. 2m @ 53.6 g/t Au and 1m @ 97.6 g/t Au) and GHT1; 6m at 7.4 g/t Au (incl. 1m @ 20.4 g/t Au). Now defined over a 700m by 1,500m zone.
· Ballyorlo prospect yields up to 0.43% molybdenum and 0.2% copper.
· Alluvial gold potential.
· Planning and track access advanced for drilling at Fauro planned for late 2010.
The 100% owned Prospecting Licence on Fauro Island Project ("Fauro Project") was granted on 20 November 2009 for a period of three years. The licence may be renewed for a further four years after this term and then a mining lease may be applied for by the Company. The Prospecting Licence covers the northern peninsula of Fauro Island, as well as Piru and Masamasa Islands, 5km to the east.
The Fauro Project covers 15km2 of mineralised volcanic rim on the western side and a further 20km2 on the eastern side, over Piru and Masamasa Islands, which are subject to approval of an extension to the current Fauro Prospecting Licence. The Fauro Project area covers the remnant rims of a volcano which gave off silica and gold rich mineral fluids as the volcano waned. These fluids soaked into porous and absorbent volcanic rubble known as breccias and agglomerates and precipitated gold and sulphide minerals. Copper and molybdenum sulphide mineralisation are evident in porphyry bodies in the core of the volcanic complex. Alluvial gold is known to be common in the streams draining the Fauro prospects on the western side of the volcanic rim.
The Fauro Project lies 82km south east of the giant copper gold mine on Bougainville in neighbouring PNG, and Solomon Gold's geologists believe that the project represents a gold rich high level variant of a mineral system similar to Bougainville. Geologically, management believes the Fauro Project's best comparison however is with the giant 40Moz gold Lihir deposit, 560km to the north-west in PNG. Lihir and Fauro show similar mineralogy and geological settings. Management believes the Fauro Project has the potential to host a world class gold deposit with geological similarities to Lihir.
During the initial exploration program in early 2010, samples taken of silicified volcanic host rocks had gold values up to 169g/t (+5oz/t), some samples showing gold visible to the naked eye. New sample results reported on 14 and 24 September 2010, confirm and extend the known mineralisation.
Solomon Gold has identified the airborne electromagnetic ("EM") technique to be particularly useful diagnostic tool in the rapid and efficient identification of buried silicified deposits of gold ores in mineral systems related to volcanism at the Fauro Project. Accordingly, a survey was completed over the Fauro Project, covering 35km2 of total land area, in April 2010. Ten intrusive systems and associated EM anomalies were identified including 15km2 of the western rim with nine targets all supported by extensive mapping and sampling. The key prospects are Ballyorlo, Kiovakase, Meriguna, Bataha and Ballteara, see Figure 4. Piru and Masamasa Islands on the eastern side of the volcanic rim also have strong anomalous EM and magnetic signatures. Sampling over these Islands is expected to take place during the last quarter of 2010.
The second ground based exploration work recommenced on the Fauro Project in early August 2010 to test the nine identified electromagnetic anomalies, with BLEG (Bulk Leach Extractable Gold : A geochemical sampling / analysis tool used during gold exploration to accurately measure fine grained gold), trench and rock sampling.
The exploration work has and will continue to test the nine identified electromagnetic anomalies. The sampling to date, has outlined high grade gold targets (sampled at up to 169g/t gold) lying above porphyry systems at Meriguna and Kiovakase and a copper gold molybdenum porphyry system underlying surface gold mineralisation at Ballyorlo in the south of the exploration licence area. At Ballteara and Bataha on the north-western extension of the Fauro volcanic rim, the younger Masamasa Volcanics overlie the rich gold zone and gold mineralisation, up to 1.75g/t gold has been detected in sampling. Two unnamed prospects further to the north (Northern Fauro) are yielding high order stream sediment anomalism (identified with BLEG sampling) up to 400 parts per billion ("ppb") gold, but the source of this has not yet been discovered.
Based on results to date, the Ballyorlo prospect is interpreted as a high tonnage copper molybdenum porphyry system target, whilst Kiovakase and Meriguna are high grade epithermal (high level) gold prospects with associated metal credits overlying the porphyry systems (see Figure 5).
Figure 6, 7 and 8 details the gold, copper and Molybdenum results respectively. Tables 2, 3 and 4 summarises all gold, copper and Molybdenum respective assay results from each of the prospects taken since Solomon Gold was granted the Fauro Island tenement in November 2009. More detail about the other metals is outlined below.
Ballyorlo : A total of 57 samples were taken over the Ballyorlo prospect, with encouraging copper and molybdenum results and additional gold credits. 44 samples returned copper grades greater than 0.01%, the three highest results being 0.17%, 0.19% and 0.20%. Twelve results were more than 0.03% (300ppm) Molybdenum at Ballyorlo. The three highest molybdenum grades were 0.31%, 0.32% and 0.43%.
Ballyorlo has a porphyry signature, with copper molybdenum and gold credit potential.
Kiovakase : Fifty-four samples were taken over the Kiovakase prospect. Fourteen of the samples were greater than 10g/t gold with the highest three samples returning assay results of 18g/t, 161g/t and 169g/t. There were 40 copper assay results greater than 0.01%, of which two were greater than 0.1% (0.14% and 0.16%). Silver was present in all the samples results, the highest being 166g/t, 181g/t and 190g/t.
Kiovakase has an epithermal or high level gold signature, similar to the Lihir Island geology, deposited over the top of a porphyry system which is evident in the magnetic survey.
Hornbill : A total of 70 samples were taken over the Hornbill prospect. Seven samples were between 5g/t and 10g/t gold and nine samples greater than 10g/t gold. The highest three gold assay results were 69.4g/t, 97.6g/t and 139g/t. Of the 70 samples taken, 56 returned copper grades greater than 0.01%. The three highest copper results were 0.14%, 0.21% and 1.16%. Silver was present in 67 of the samples, the highest being 47.3g/t, 168g/t and 567g/t.
Two trenches dug at Hornbill returned encouraging bulk gold results. At BK1; 7m at 17.1 g/t gold (incl. 2m at 53.6 g/t Au and 1m at 97.6 g/t Au) and at GHT1; 6m at 7.4 g/t gold (incl. 1m at 20.4 g/t Au).
Hornbill has an epithermal gold signature and the copper mineralisation suggests potential for a copper porphyry system at depth underneath the gold zone.
Meriguna : Forty-three samples have been taken at Meriguna. There were five assay results greater than 5g/t gold, ranging from 5.33g/t to 173g/t. Silver was present in all the samples, the three highest results were 20.4g/t, 36.7g/t and 69.1g/t. Copper was greater than 0.01% in 35 samples. The highest copper results were 0.04%, 0.06% and 0.11%.
Meriguna has an epithermal gold signature and like the nearby Hornbill Prospect, the copper mineralisation indicates a copper porphyry target underneath the gold zone and coincident with the magnetic feature.
Hornbill and Meriguna have now been combined to be called Meriguna. The Meriguna system is over 700m by 1,500m in size.
Ballteara : A total of 21 samples were taken from Ballteara. The highest gold assay result was 1.75g/t gold. Five samples returned above 0.5g/t gold, indicating a higher grade epithermal gold target concealed beneath the capping Masamasa Volcanics covering Ballteara and Bataha. Five samples returned silver grades greater than 1g/t, the highest being 7.9g/t. The two highest copper results were 0.18% and 0.11% and eight samples were greater than 0.01%. The high anomalous copper is indicative of a concealed porphyry copper gold target in this location.
Further exploration work is required at Ballteara, which will be carried out in the imminent exploration program.
Northern Fauro
Only three samples were taken from the Northern Fauro prospect. The gold results were up to 0.38g/t gold, 8.6g/t silver and trace copper in one sample. The source of rich stream sediment samples up to 400ppb gold from the northern tip of Fauro Island have not been determined. Further exploration work is required to detect the source mineralisation. This will be carried out, during the ongoing exploration program.
The third exploration campaign commenced in late September and will revisit prospects from the August campaign, as well as the two northern Fauro prospects, Piru Island and Masamasa Island.
With the data from the airborne electromagnetic and magnetic survey and the three ground based exploration programs completed to date, drill targets have been identified and prioritised. Drilling is planned to commence in late 2010. Preparations are well underway sourcing a suitable contractor and preparing for drilling.
Table 2 : Gold Assay Results
Prospect |
Less 0.5g/t* |
0.5g/t to 5g/t |
5g/t to 10g/t |
Plus 10g/t |
Ballyorlo |
54 |
3 |
|
|
Kiovakase |
23 |
15 |
2 |
14 |
Hornbill |
24 |
30 |
7 |
9 |
Meriguna |
25 |
13 |
3 |
2 |
Ballteara |
16 |
5 |
|
|
North Fauro |
3 |
|
|
|
Total |
145 |
66 |
12 |
25 |
* Expected gold cut-off grade
Table 3 : Copper Assay Results
Prospect |
Less 0.1%** |
Plus 0.1% |
Max % |
Ballyorlo |
54 |
3 |
0.20 |
Kiovakase |
52 |
2 |
0.16 |
Hornbill |
65 |
5 |
1.16 |
Meriguna |
42 |
1 |
0.11 |
Ballteara |
19 |
2 |
0.18 |
North Fauro |
3 |
|
0.01 |
Total |
235 |
13 |
|
** Expected copper cut-off grade
Table 4 : Molybdenum Assay Results
Prospect |
Less 0.03%*** |
Plus 0.03% |
Max % |
Ballyorlo |
45 |
12 |
0.43 |
Kiovakase |
54 |
|
|
Hornbill |
70 |
|
|
Meriguna |
43 |
|
|
Ballteara |
21 |
|
|
North Fauro |
3 |
|
|
Total |
236 |
12 |
|
*** Expected molybdenum cut-off grade
Figure 4 : Fauro Prospects
Figure 5: Epithermal gold and copper gold porphyry emplacement model
Figure 6: Fauro Prospect gold samples results on the aeromagnetics
Figure 7: Fauro Prospect copper samples results on the aeromagnetics
Figure 8: Fauro Prospect Molybdenum samples results on the aeromagnetics
Guadalcanal Joint Venture
Location : 30km south of the Capital Honiara, Solomon Islands
Ownership : Newmont earning to 70%
Tenement Area : 327km2
Primary Targets : Porphyry Copper Gold
Highlights:
· 300km2 of prime copper gold ground on the Pacific Rim of Fire.
· Newmont earning up to 70% by spending US$12million by 5 March 2014.
· The 2010 Guadalcanal Exploration program of A$5.2million to include 3,000m of drilling, which commenced in August 2010.
· Potential for world class copper gold deposit similar to Bougainville, Grasberg or Ok Tedi.
· EM survey identified strong target features at Vuanimaho and Vuramindi (Mbetilonga), similar to 5Moz Au Martabe deposit in Indonesia.
· 15km2 mineral system with high grade copper occurrences at Kuma.
· High grade copper over 1km2 at Hambusimaloso (Mbetilonga).
· High grade skarn discovery at Sutakiki 32m at 9.45g/t gold in drillhole SK011.
· High order gold anomalies in Mbina, Koloula and Kuma headwaters.
· Strong local relationships
The geology of the project area on Guadalcanal is considered analogous to that on Bougainville where the giant Panguna Mine is located. Andesitic volcanic piles located parallel to the Rim of Fire have been intruded by younger diorite and porphyry bodies. Intrusions and mineralisation have been preferentially localised on north north-east zones of weakness known as transform faults. One of these runs through the Koloula - Sutakiki intrusive centre and another through the Mbetilonga exploration area, on Solomon Gold's tenements. The project area was originally selected as containing the most interesting porphyry targets on Guadalcanal and was acquired after extensive reviews and research in 1995.
Between 1995 and 1998, reconnaissance field map sampling and airborne magnetics and radiometrics were conducted by ARM. Data from these programs formed the base data for the programs implemented since 2005. Work ceased between 1998 and 2005 due to civil unrest in the Solomon Islands. However, during its initial work period, the ARM management team developed an unrivalled record of successful liaison with the local Solomon Islanders. This record is the basis for the Company's ongoing and unprecedented access arrangements in the field.
Over the period from 2005 to 2008 the Company set about an intensive program of fieldwork involving detailed mapping and sampling of known prospects. The strategy culminated in a concentration of effort on drill testing which resulted in some significant and some spectacular intersections such as at Valehailali, Sutakiki, where 32m at 9.45g/t gold was encountered in a peripheral skarn system. Whilst this was a spectacular result, this activity resulted in a diversion of effort from the main thrust of locating a large porphyry system and thus in 2009, the Company entered into the Joint Venture with Newmont, the GJV. The aim of this initiative was to refocus the exploration program from the diversionary high grade vein search to porphyry exploration.
The current exploration program is focussing on a 3,000m drilling campaign which commenced 19 August 2010 on the copper gold porphyry targets at the Chikora and Levisivisi Prospects (Koloula project area). Geological mapping will be conducted on the Mbetilonga and Kuma projects and regional reconnaissance sampling on the Central prospecting licence to assist with drill target definition for those areas.
Further drill target delineation at Chikora is underway in order to provide steady preparation for continuous drilling. A ground pole-dipole IP program will be conducted over the area to identify chargeability anomalies, particularly at the Levisivisi Prospect which will identify regions of strong copper sulphide in the host porphyry rock, following high grade copper discoveries in 2009. Additional rock saw channel sampling is also planned at the Chikora, Levisivisi, Vurakara and Kolohaipoto areas, to further define drill targets.
At Mbetilonga, geological mapping will be carried out and will be supported by ASD analysis (Advanced Spectral Device: a handheld device used in the field to analyse samples for their mineral assemblage, especially regarding altered clays), BLEG, soil and trench sampling of the high ranking targets. This work will identify the drill targets at Mbetilonga. Principal targets at Mbetilonga are the strong electromagnetic resistor at Vuanimaho, and the copper rich zones at Hambusimaloso.
Exploration at Kuma will involve geological mapping and will be supported by ASD analysis, channel sampling, soil sampling and completion of the BLEG program which was commenced in 2009.
The Central prospecting licence work program will involve completion of the BLEG program commenced in 2009.
The Sutakiki prospect licence remains a lower priority, given higher ranking targets elsewhere. Time permitting during this current approved program, work may involve a technical review of the Tabarora / Valehailala mineralised systems.
See figure 9 for the location of the Guadalcanal Venture projects.
Figure 9 : Guadalcanal Joint Venture Tenements
Figure 10 : Drilling at Sutakiki, Guadalcanal Joint Venture
Other Solomon Island Projects
Ngella Project, Florida Island (100% Solomon Gold)
The Ngella prospecting licence is located approximately 30km north of Honiara on Florida Island (see Figure 11). The area was selected by the Company as a lateritic nickel target, after the identification of nickeliferous ultrabasic rocks in the area. Solomon Gold geologists have identified a 5km2 area underlain by weathered ultrabasic rocks with visible nickel oxides and silicate mineralisation characteristic of the saprolite or lower horizon in a nickel laterite prospect.
On 10 December 2008, the Company announced a maiden resource of 1.7Mt at a grade of 0.6% nickel and 0.06% cobalt at the Ngella Project, within Florida. Based on mineralisation at higher grades persisting at depth in most of the test pits dug to date a target of a total 5.4Mt at a grade of 1.0% nickel and 0.1% cobalt has been outlined. Further extensions are prognosed to the south. The Company is encouraged by the presence of platinum in the mineralised zones with anomalous palladium. Best results to date have included 2.02% nickel, 0.23% cobalt and 0.15g/t platinum and 0.11g/t palladium. It is planned to complete a further drilling program to up-grade the previous resource.
A one week field trip was undertaken in June 2010 to investigate the potential for gold mineralisation at targets generated from a desktop study completed during the year. A porphyritic hornblende quartz diorite was located and nine BLEG samples were taken from all streams draining the diorite. The results were encouraging with gold assay results of between 0.052ppm and 0.655ppm and further field work will be undertaken in 2011.
East Guadalcanal Project, Guadalcanal Island (100% Solomon Gold)
The East Guadalcanal prospecting licence is located on the eastern end of the island of Guadalcanal (see Figure 11). Tectonically, the area is part of an east-west trending mountain range that was formed as a result of the subduction of the Indo-Australian plate under the Pacific plate, just south of the island and is still very active.
The Marau Ultrabasic, that outcrops over this area in an east-west direction over a distance of about 18km have the potential of hosting significant deposits of lateritic nickel and other associated metallic deposits. These laterites have a distinctive photogeological tone since they are dominantly vegetated with fern and light shrubs. International Nickel Southern Exploration Ltd prospected for lateritic nickel on this area in 1970 but had to abandon this tenement due to very strong resistance from the local landowners. As such, these laterites have never been investigated in detail to this present day, though preliminary investigations by both the Government Geological Survey and International Nickel Southern Exploration Ltd have found the area to have encouraging physical and geologic features that are worth investigating.
The Marau Ultrabasics, from which the laterites are, generated outcrops over a distance of about 18km in an east-west direction but from vegetation patterns there is potential of locating further outcrops of this ultrabasic.
Figure 11 : Location of Florida and East Guadalcanal projects
Central Rannes
Location : 140km west of Gladstone, Queensland, Australia
Ownership : 100% owned
Tenement Area : 1,102 sub-blocks (3,306km2)
Primary Targets : Carlin Style Gold
Highlights:
· Maiden Inferred Mineral Resource of 5.6Mt at 1.12g/t equivalent gold for 201,648oz of contained equivalent gold (0.20g/t equivalent Au cut‐off grade) for the Crunchie.
· Subsequent drilling has extended Crunchie to the east into the El Dente Prospect, where mineralisation is not closed off.
· A series of multiple prospects in close proximity to the Crunchie, providing excellent potential for a significant expansion of the existing resource inventory.
· 200km long exploration licences on a new Carlin style gold trend.
· Central Queensland region historic 10Moz production.
· 120km north of Cracow Mine (70% Newcrest), 0.86Moz Reserve /100kozpa.
· Drill intersections of 86m at 1.50g/t gold at Kauffmans.
· Drill intersections of 128m at 1.15g/t gold, 86m at 1.36g/t gold at Porcupine Pie.
· Cooper and Police Camp Creek prospects extend over 7km long each.
The Rannes Project, part of the Company's 100% owned Central Minerals Pty Ltd, is located in Queensland. The project comprises a series of prospects; Crunchie, Homestead, Kauffmans, Cracklin Rosie and Porcupine Pie.
On the 7 June 2010, Solomon Gold announced a Maiden Inferred Mineral Resource at Crunchie. The estimate is 5.6Mt at 1.12g/t equivalent Au for 201,648oz of contained equivalent gold (79,219oz Au and 7,921,883oz Ag), based on a 0.20g/t equivalent Au minimum cut-off grade. The estimate was completed by Hellman & Schofield Pty Ltd, an independent geological consultancy and has been classified as Inferred for reporting under the JORC Code for Reporting of Mineral Resources and Ore Reserves widely accepted as a standard for professional reporting purposes.
At Rannes, mineralisation similar in texture and chemistry, as well as structural settings to that on the Carlin trend has been identified and substantiated with drilling (see Figure 12). Solomon Gold acquired Central in February 2010 and in doing so consolidated a 200km length of exploration ground prospective for Carlin style gold mineralisation. The zone lies on the eastern faulted edge of the coal rich Bowen Basin, in an environment favourable for the introduction of mineral bearing granitic intrusions and related volcanic centres.
The Carlin style gold mineralisation was typed near the town of Carlin in Nevada, USA in the early 1980s. It occurs as the result of low temperature solutions precipitating gold, silver and sulphide minerals in limey, magnesian and carbonaceous sediments, which have first been made porous by acid solutions emanating from nearby intrusions and fragmentation from fault activity. The mineralisation occurs in long structural corridors known as trends, such as the famous Carlin and Battle Mountain trends in the USA, which host in excess of 200Moz of gold as past production and current resources. The trends are important features which are the focus of the intrusions, faulting and mineralisation. This model has been something of a holy grail for gold explorers all over the world.
Five known and closely clustered prospects, collectively referred to as 'Central Rannes' (see Figure 13); Crunchie, Homestead, Kauffmans, Cracklin Rosie and Porcupine Piehave 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. A detailed airborne magnetic survey has identified a series of structures which would be interpreted as mineralised features which in the Carlin style environment would present significant gold targets.
The Cracow Gold Mine, substantially owned and operated by Newcrest lies some 120km south of the Rannes project area and produces approximately 100kozpa gold from a 0.86Moz gold Reserve. The epithermal character of the rich veins at Cracow is thought to represent the tenor of gold mineralisation possible at depth underneath the high level systems at Rannes. Accordingly, interpretation of existing airborne magnetic data and sensitive geochemical surveying techniques are planned for the project area as a broad scale targeting technique in the next 12-months.
The on-going drilling program at Crunchie has been designed to find extensions to the resource or adjacent repetitions. Vertical holes CRU58 (4m at 1.28g/t Au, 81.8g/t Ag and 2.56g/t Au eq.) and CRU59 (6m at 0.61g/t Au, 47.1g/t Ag and 1.35g/t Au eq.) have located extensions to Crunchie, towards the El Dente Prospect where the mineralisation is open and thickening to the north.
The latest drilling at Homestead was designed to test two targets; firstly an old gold open-pit mine, and secondly to confirm the interpreted south westerly pitch of separate mineralisation 200m to the north, in hole HOM43 30m at 2.83g/t gold equivalent, including 14m at 5.17g/t gold equivalent from a depth of 32m.. In the second case, encouraging intersections of silica / clay / sulphide mineralisation greater than 100m were noted in two holes along strike. The first two holes assayed 36m at 0.62g/t Au, 16.7g/t Ag and 12m at 0.75g/t Au, 18.9g/t Ag.
Kauffmans
At Kauffmans, excellent results have been intersected, including 86m at 1.50g/t gold and 15.1g/t silver in hold KAU13, and 40m at 1.69g/t gold and 25g/t silver in hole KAU6. The best results were from drill hole KAU8, being 4m at 7.21g/t gold equivalent (7.04g/t gold and 10.8g/t silver). The Kauffmans results are particularly encouraging in that there are several shoots that can be incorporated into a single open pit. At this time, the deposit is unclosed by drilling in all directions.
Drilling at Porcupine Pie has demonstrated that the resource discovered by previous explorers does indeed extend to the surface, albeit at lower grades and narrower thicknesses; POR6 (36m at 0.5g/t Au, 6.2g/t Ag, incl. 16m at 1.0g/t Au, 10.7g/t Ag) and POR7 (22m at 0.88g/t Au, 9.9g/t Ag).
Drilling at Cracklin Rosie has demonstrated a low sulphidation epithermal system in a similar stratigraphic position to Crunchie with much less ambient sulphide content. Results to date include CLK2 (32m at 0.8g/t Au, 7.5g/t Ag), CLK3 (10m at 1.2g/t Au, 4.9g/t Ag, incl. 2m at 2.7g/t Au, 7.0g/t Ag) and CLK4 (12m at 0.9g/t Au, 6.3g/t Ag and 30m at 1.0g/t Au, 9.2g/t Ag). Bulk grades to date are about 1g/t gold with little silver, but this occurs over good widths, which is potentially easily mined.
The immediate drilling program is currently focussing at Crunchie, Homestead, Kauffmans, as well as Brother. The objective is to step-out from areas of known gold mineralisation so that resources can be defined, or enlarged which will compliment the already defined Crunchie Resource.
Follow up of potassium radiometric anomalies has been successful in identifying extensive new zones of gold mineralisation at Spring Creek and Pinnacles to the southeast and north of Police Camp creek. These still need to be followed up.
Table 5 : Crunchie Inferred Resource Estimate
Equivalent Au Cut-Off (g/t) |
Tonnes
(Mt) |
Equ. Au
(g/t) |
Au
(g/t) |
Ag
(g/t) |
Equ. Au
(oz) |
Au
(oz) |
Ag
(oz) |
0.20 |
5.60 |
1.12 |
0.44 |
44.0 |
201,648 |
79,219 |
7,921,883 |
0.25 |
5.10 |
1.20 |
0.47 |
47.0 |
196,761 |
77,065 |
7,706,475 |
0.30 |
4.80 |
1.27 |
0.51 |
50.0 |
195,989 |
78,704 |
7,716,120 |
0.35 |
4.50 |
1.33 |
0.53 |
52.0 |
192,421 |
76,679 |
7,523,217 |
0.40 |
4.20 |
1.39 |
0.55 |
54.0 |
187,695 |
74,268 |
7,291,733 |
0.50 |
3.80 |
1.49 |
0.60 |
58.0 |
182,036 |
73,303 |
7,085,970 |
|
|
|
|
|
|
|
|
· Average density of 2.9t/m3 for sulphide, 2.7t/m3 for oxide; minor rounding errors; significant figures quoted do not imply precision and are used to minimise round‐off errors.
· The metal prices utilised are based on the cumulative average for 2010 year to-date (a five month period) for the London PM fix of both metals. Gold US$1,134.82/oz and silver US$17.4371/oz. This equates to a Gold equivalent ratio, Gold to Silver of 1 to 65.
Figure 12 : Carlin Style Gold Mineralisation
Figure 13 : Location of Rannes Prospects
Mt Perry
Location : 130km east-north-east of Gympie, Queensland, Australia
Ownershi : 100% owned
Tenement Area : 246 sub-blocks (738km2)
Primary Targets : Porphyry and Vein Gold
Highlights:
· Geochemical surveys undertaken at Augustine, Nickos Reward and Spring Creek have defined new targets.
· Spring Creek is defined as a significant drill target. An initial hole has been drilled on the edge of the strongest and widest surface gold mineralisation, named Spring Pig.
· Three elongate breccias to the south of Nickos Reward and nine gold mineralised vein targets east of Augustine have firmed as drill targets with numerous rock chip values circa 4g/t Au.
· 60 historic named mines, numerous other diggings.
· Adjacent to a currently producing mine, owned by Lihir Gold (Mt Rawdon) operational for over 10-years and producing gold at a rate of over 100kozpa.
· Eastern Queensland has been host to some of Australia's most significant gold mining operations, including Mt Morgan which produced 8Moz up to 1970, when it closed.
The Mt Perry Goldfield (see Figure 14), located in south east Queensland, a four-hour drive from Brisbane, is host to more than 60 named (and numerous other unnamed) historic mines and workings. The area lies adjacent to Lihir Gold's 100kozpa Mt Rawdon Gold Mine on the intersection of two major geological fault structures; the Mt Perry and Darling Lineaments. Several high grade vein style and lower grade high tonnage porphyry style gold targets have already been identified by mapping sampling, geophysics and exploration drilling.
The exploration work has yielded recent, significant gold discoveries from drilling in a low risk environment adjacent to existing gold mining operations in Queensland. The project at Mt Perry in particular provides the opportunity to define deposits in excess of several million ounces of gold through strongly disseminated mineralised intrusive related porphyry systems. New structural controls to mineralisation, as a persistent north-north-west fracture system, have been recently recognised in the Mt Perry project area.
The mineralised target zones at Mt Perry extend over a 20km north-easterly corridor from Augustine West in the south west to the New Moonta mines in the north-east. Sulphide mineralised breccias with variable gold, silver and base metals, with occurrences of uranium characterise the Augustine to New Moonta trend. Copper-molybdenum porphyries with gold and zinc anomalous halos lie in the south of the project area and merge with the 7km long strongly mineralised Chinamans Creek - Reids Creek - Spring Creek - Regans target immediately to the north. In the northern part of the project area, gold mineralisation is characteristically low in sulphide minerals and similar in style to gold rich intrusives of north-west America.
Extensive airborne magnetic and electromagnetic surveys have been conducted over the area, together with detailed soil and rock chip sampling and mapping programs. This has been followed by drilling programs conducting first pass reconnaissance drilling on numerous targets. The Company is prioritising the targets and will commence drilling on the highest priority.
Solomon Gold has identified potential for the definition of more than 1Moz gold in the Chinamans Creek system, extending in a number of parallel mineralised shear and reef systems over a 7km by 2km zone. Upper Chinaman Creek consists of at least three sub-parallel gold bearing structures, the B-B, Welcome and Spring Creek zones which are characterised by variable veining, silicification and pyritisation that appear to be related to porphyry dykes that trend from the Mt Rawdon Mine area, 13km to the south-east on the Rawdon Fault. Numerous outcrops and historic workings have yielded high grade gold assays of up to 181g/t Au (6oz/t Au), while soil gold anomalies remain open at the +100 ppb level, with frequent zones above 1g/t gold in soils.
An airborne electromagnetic and magnetic survey completed over the Augustine - New Moonta and Regans - Chinamans Creek trends in 2006 was recently reprocessed and reinterpreted. 17 strong resistors were identified and targeted as porphyry copper and gold targets.
The first pass holes at Spring Gully intersected sulphide breccias and minor epithermal veins around altered porphyry dykes. The best result was in hole SPG6, which included 24m at 0.79g/t Au, including 8m at 1.74g/t Au.
Confirmation surface sampling has proved very successful in defining an open zone of strong gold within multiple structures currently named Spring Pig (lying between Spring Creek and Flying Pig mines). The zone is greater than 100m wide and appears to extend for several hundred metres and has the strongest and largest soil geochemical anomaly for gold, of all the Mt Perry prospects.
Further work has been carried out around the Augustine and Nickos Reward prospects. Nine gold mineralised veins at Augustine and three gold mineralised breccia zones at Nickos Reward have been identified and drilling will commence immediately on these targets. Results from historic drill holes at Augustine were AUS6 (13m at 2.3g/t Au, 31.4g/t Ag, 0.25% Cu incl. 2m at 9.1g/t Au) and AUS7 (7m at 3.1g/t Au, 23.4g/t Ag, 6.16% Cu). The gold bearing breccias at Augustine South have been traced for approximately 600m to the south west, and new vein - breccia systems have been located to the east; Rocky Creek, Thornbill, One Tree and Wattle Bird. Outstanding rock chip values of up to 40g/t gold have come from these linear breccia zones, which are up to 10m wide and 400m long.
Figure 14 : Location of Mount Perry Prospects
Other Queensland Projects
Normanby Gold Project (100% Solomon Gold)
The Normanby Gold Project is part of Acapulco, located 120km north-west of Mackay, see Figure 2. The Project comprises two tenements comprising 12 sub-blocks (36km2). An additional tenement adjacent to the current tenements, is currently under application, totalling 60 sub-blocks (180km2).
A limited drilling program using a lightweight rig has discovered economic grades and widths of gold and copper mineralisation at Mount Flat Top with best intersections of 42m at 1.16 g/ t Au and 34m at 1.22 g/t Au. The steep terrain prevented a more intensive evaluation which will require a more powerful drill and better access tracks. The mineralisation has the geological features of a porphyry copper system with a high gold to copper ratio. Repetitions and extensions are indicated nearby, and copper gold silver and molybdenum showings along strike are under application.
Clermont Gold Project (100% Solomon Gold)
Clermont Gold Project is located 220km south-west of Mackay (see Figure 2) and comprises 125 sub-blocks (380km2).
The purpose of exploration at Clermont is to locate the hard rock source of alluvial gold that is widely distributed in the Miclere goldfield 25 km north of Clermont. The areas of potential have widespread post mineral cover that obscures most of the bedrock.
Areas of regolith predating the cover were sampled and several gold arsenic antimony anomalies were defined. Five areas were subject to first pass drilling, and the best results came from the Niagara prospect. This drilling, along with ground magnetic surveys has defined a north south trending zone of mineralised porphyry dykes, veins and breccias that is approximately 50m wide. The grades are increasing under shallow post mineral cover to the south, away from the original regolith anomaly and drilling target.
The known mineralised body is to be further defined by drilling and repetitions are to be sought by drilling in adjacent areas along strike.
Cracow West Project (100% Solomon Gold)
The Cracow West Gold Project is located 260km north-west of Gympie (see Figure 2) and comprises one granted tenement of 50 sub-blocks (150km2) and one application of 70 sub-blocks (210km2). The application is considered to be the more important of the two, lying adjacent to the Newcrest's Cracow tenement.
Only preliminary stream sediment geochemical surveys have been done on the granted tenement. This work has identified an extensive area of antimony tellurium anomalism with some lesser gold in streams that drain the westerly extensions of the Cracow goldfield. This is considered encouraging as the Cracow lodes have an antimony tellurium association. Work will commence in this area upon the granting of the application.
Auburn Gold Project (100% Solomon Gold)
The Auburn Gold Project is located 175km west-south-west of Gympie (see Figure 2) and comprises 100 sub-blocks (300km2). The project was acquired for the purpose of locating the source of gold - antimony anomalous epithermal vein float within ancient Tertiary drainages that originate in the area. The drainages are also anomalous for platinum, most likely derived from poorly outcropping gabbros known in the application area.
The project area is to be prospected using stream and rock geochemistry and the epithermal floaters will be followed to their apparent source.
Qualified Person
Information in this report relating to the exploration results is based on data reviewed by Mr Nicholas Mather (B.Sc. Hons Geol.), the Chief Executive Officer of the Company. Mr Mather is a Fellow of the Australasian Institute of Mining and Metallurgy who has in excess of 25 years experience in mineral exploration and is a Qualified Person under the AIM Rules. Mr Mather consents to the inclusion of the information in the form and context in which it appears.
INTERESTS IN TENEMENTS
Tenure Type, Number & Name |
Country |
Current Holder |
Interest (%) |
Date of Expiry |
EPM 11343 - Normanby Gold |
Australia |
Acapulco Mining Pty Ltd |
100 |
12-Sep-11 |
EPM 14279 - Mt Perry North |
Australia |
Acapulco Mining Pty Ltd |
100 |
24-Jan-12 |
EPM 14280 - Mt Perry South |
Australia |
Acapulco Mining Pty Ltd |
100 |
03-Mar-11 |
EPM 14283 - Mt Perry |
Australia |
Acapulco Mining Pty Ltd |
100 |
23-May-11 |
EPM 16456 - Normanby Extended |
Australia |
Acapulco Mining Pty Ltd |
100 |
23-Aug-12 |
EPM 16773 - Mt Perry East |
Australia |
Acapulco Mining Pty Ltd |
100 |
28-Nov-12 |
EPMA 17354 - Clarke Range |
Australia |
Acapulco Mining Pty Ltd |
100 |
Under Application |
EPM 17362 - Reid Creek |
Australia |
Acapulco Mining Pty Ltd |
100 |
16-Sep-13 |
EPMA 18280 - Nomanby South |
Australia |
Acapulco Mining Pty Ltd |
100 |
Under Application |
EPMA 18362 - Mt Floori Extended |
Australia |
Acapulco Mining Pty Ltd |
100 |
21-Mar-13 |
EPMA 18494 - Spring Creek |
Australia |
Acapulco Mining Pty Ltd |
100 |
Under Application |
PL 02/05 - Koloula* |
Solomon Islands |
ARM Pty Ltd |
100 |
07-Dec-10 |
PL 03/05 - Central Guadalcanal* |
Solomon Islands |
ARM Pty Ltd |
100 |
07-Dec-10 |
PL 04/05 - Mbetilonga* |
Solomon Islands |
ARM Pty Ltd |
100 |
07-Dec-10 |
PL 05/05 - Sutakiki* |
Solomon Islands |
ARM Pty Ltd |
100 |
10-Sep-09** |
PL 08/06 - Kuma* |
Solomon Islands |
ARM Pty Ltd |
100 |
20-Dec-11 |
PL 12/09 - Fauro |
Solomon Islands |
ARM Pty Ltd |
100 |
19-Nov-12 |
PL 57/07 - Florida |
Solomon Islands |
ARM Pty Ltd |
100 |
10-Sep-10** |
East Guadalcanal |
Solomon Islands |
ARM Pty Ltd |
100 |
06-May-11 |
EPM 15779 - Cooper |
Australia |
Central Minerals Pty Ltd |
100 |
20-Dec-11 |
EPM 15803 - Tarwinie |
Australia |
Central Minerals Pty Ltd |
100 |
28-Jan-12 |
EPM 15842 - Glenmore |
Australia |
Central Minerals Pty Ltd |
100 |
02-Jan-12 |
EPM 16212 - Southern Cross |
Australia |
Central Minerals Pty Ltd |
100 |
11-Jun-13 |
EPM 16420 - Dee Valley |
Australia |
Central Minerals Pty Ltd |
100 |
20-Sep-12 |
EPM 17072 - Banana Central |
Australia |
Central Minerals Pty Ltd |
100 |
19-Jan-14 |
EPM 17079 - Banana North |
Australia |
Central Minerals Pty Ltd |
100 |
19-Jan-14 |
EPM 17239 - Miclere North |
Australia |
Central Minerals Pty Ltd |
100 |
15-May-13 |
EPM 17450 - Stanwell |
Australia |
Central Minerals Pty Ltd |
100 |
16-Jun-11 |
EPM 17492 - Auburn |
Australia |
Central Minerals Pty Ltd |
100 |
15-Apr-12 |
EPM 17664 - Fitzroy North |
Australia |
Central Minerals Pty Ltd |
100 |
02-Jul-11 |
EPM 17665 - Fitzroy South |
Australia |
Central Minerals Pty Ltd |
100 |
08-Apr-11 |
EPM 17887 - Don River |
Australia |
Central Minerals Pty Ltd |
100 |
16-Dec-11 |
EPMA 17937 - Goovigen |
Australia |
Central Minerals Pty Ltd |
100 |
Under Application |
EPMA 18032 - Cracow West |
Australia |
Central Minerals Pty Ltd |
100 |
Under Application |
EPM 18035 - Tim Shay |
Australia |
Central Minerals Pty Ltd |
100 |
03-Nov-11 |
EPM 18170 - Native Cat Range |
Australia |
Central Minerals Pty Ltd |
100 |
16-Dec-11 |
EPM 18186 - Mazeppa Creek |
Australia |
Central Minerals Pty Ltd |
100 |
03-Nov-11 |
EPM 18225 - Police Camp Creek |
Australia |
Central Minerals Pty Ltd |
100 |
18-Feb-12 |
EPMA 18743 - Woolien |
Australia |
Central Minerals Pty Ltd |
100 |
Under Application |
EPMA 18744 - Pinnacles West |
Australia |
Central Minerals Pty Ltd |
100 |
Under Application |
* PL 02/05, PL 03/05, PL 04/05, PL 05/05 & PL 08/06 are subject to Joint Venture agreement with Newmont, as at the date of this report Newmont had not earned an interest in the tenements. Renewal applications for Kuma, Mbetilonga and Central Guadalcanal are in the process of being prepared for lodgement. The Company sees no reason as to why these tenements will not be renewed. |
||||
** Renewal Applications have been lodged, the Company sees no reason as to why these tenements will not be renewed in the near future. |
RISKS AND UNCERTAINTIES
The Directors consider that the factors and risks described below are the most significant.
Funding risks
On 5th March 2009, the Company announced its definitive Venture Agreement with Newmont Ventures Limited, a subsidiary of Newmont Mining Corporation (NYSE:NEM) ("Newmont"), under which Newmont can earn 51% of the 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%. It is possible that results and circumstances may dictate a departure from the existing work plans and expenditure budgets from time to time, and it is possible that Newmont may elect to terminate its participation in the Venture prior to its full term.
The ability of the Group to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions as well as the business performance of the Group. The development and exploration of the Group's properties may require substantial additional financing. Failure to obtain such financing may result in delaying or indefinite postponement of exploration, development or production on any or all of the Group's properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Group. If additional financing is raised by the Group through the issuance of securities from treasury, control of the Group may change and security holders may suffer dilution.
General exploration and extraction risks
There is no certainty that the Company will identify commercially mineable reserves in the Tenements. The exploration for, and development of, mineral deposits involves significant uncertainties and the Company's operations will be subject to all of the hazards and risks normally encountered in such activities, particularly given the terrain and nature of the activities being undertaken. Although precautions to minimise risks will be taken, even a combination of careful evaluation, experience and knowledge may not eliminate all of the hazards and risks.
The targets identified by the Company's personnel and consultants, are based on current experience and modelling and all available data. There is no guarantee that surface sample grades of any metal or mineral taken in the past will persist below the surface of the ground. Furthermore, there can be no guarantee that the estimates of quantities and grades of gold and minerals disclosed will be available for extraction and sale.
Tenements and regulatory environment
The Company's exploration licences for its tenement interests on the island of Guadalcanal in the Solomons are either in the process of being renewed, or are about to have renewal applications lodged. In Queensland, several tenement interests are under application. The Company is not aware of any reason why any applications or renewals will not be granted. There is no guarantee that if any company within the Group applies in the future for a mining lease in respect of minerals it has discovered within the tenements that it will be granted one. The grant of a mining lease is subject to the exercise of ministerial discretion and no guarantee can be given as to the favourable exercise of any such discretion. There is no guarantee of the terms of any mining lease. The exploration and extraction activities of the Group are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, site safety, toxic substances, environmental and other matters in both the Solomon Islands, and in Queensland, Australia. Although the Directors believe that the Group's exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing or future rules and regulations will not be applied in a manner which could limit or curtail exploration, production or development. Amendments to current laws and regulations governing operations and activities of exploration and extraction, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Company.
Native Title Risk
The effect of the Federal Native Title Act (NTA) is that existing and new tenements in Queensland held by the Company or its subsidiaries, may be affected by native title claims and procedures.
The Company has not undertaken the historical, legal or anthropological research and investigations at the date of this report that would be required to form an opinion as to whether any existing or future claim for native title could be upheld over a particular parcel of land covered by a tenement.
There is a potential risk that a determination could be made that native title exists in relation to land the subject of a tenement held or to be held by the Company or its subsidiaries which may affect the operation of the Company's business and development activities. In the event that it is determined that native title does exist or a native title claim is registered, the Company may need to comply with procedures under the NTA in order to carry out its operations or to be granted any additional rights such as a mining lease. Such procedures may take considerable time, involve the negotiation of significant agreements, may involve a requirement to negotiate for access rights, and require the payment of compensation to those persons holding or claiming native title in the land which is the subject of a tenement. The administration and determination of native title issues may have a material adverse impact on the position of the Company and its business.
Volatility of prices of gold and copper
The market prices of gold and copper are volatile and are affected by numerous factors which are beyond the Company's control. These include international supply and demand, the level of consumer product demand, international economic trends, currency exchange rate fluctuations, interest rates, inflation, global or regional political events and international events as well as a range of other market forces. Sustained downward movements in gold or copper prices could render less economic, or uneconomic, some or all of the exploration activities to be undertaken by the Company.
Project development risks
If the Company discovers a potentially economic resource or reserve, there is no assurance that the Company will be able to develop a mine thereon, or otherwise commercially exploit such resource or reserve. Further, there can be no assurance that the Company will be able to manage effectively the expansion of its operations or that the Company's current personnel, systems, procedures and controls will be adequate to support the Company's operations as operations expand. Any failure of management to manage effectively the Company's growth and development could have a material adverse effect on the Company's business, financial condition and results of operations. There is no certainty that all or, indeed, any of the elements of the Company's current strategy will develop as anticipated.
Title matters
Whilst the Company has the benefit of granted Prospecting Licenses (PL's) and Exploration Permits (EPM's) and has diligently investigated its title to, and rights and interests in, the Tenements, there is no absolute guarantee that such title, rights and interests will be held valid in the event of any undetected defects. If a defect does exist it is possible that the Group may lose all or part of its interest in those Tenements to which the defect relates.
The grant and future renewals of PLs and EPMs, as the case may be, are governed by the requirements and restrictions set out in the relevant mining related legislation of the Solomon Islands, and the State of Queensland, Australia. Whilst the Company believes it is entitled to rely upon all the actions of the relevant Governmental Departments and Ministers, compliance with the requirements and restrictions under the relevant legislation may be open to differing interpretations which, in the case of an adverse interpretation, may have a material adverse effect on the Group's title.
Currency fluctuations
The future value of the Ordinary Shares may fluctuate in accordance with movements in the foreign currency exchange rates. For example, it is common practice in the mining industry for mineral production revenue to be denominated in USD, although some but not all of the costs of exploration production will be incurred in USD and not all of the ore or metal obtained from the Tenements will be sold in USD denominated transactions.
Landowner issues
In the case of mining and exploration operations in Solomon Islands, there is a complex land tenure structure and while the group's PLs and Access Agreements entitle it to explore for the duration of the term of each PL, the existing legislative framework only provides for limited forms of negotiation between the landowners/community leaders on the one hand and mining companies on the other. It is also incumbent on the Director of Mines and the mining tenement holder to identify which landowners and community leaders they need to negotiate with. The Company does not guarantee that the identifications made to date and upon which the Access Agreements are currently based may not be contested. As a consequence there may be unexpected difficulties experienced in progressing a promising resource into a commercial mining operation.
The Company has also procured Access Agreements for areas within the Tenements after the grant of the Tenement. Whilst the Company believes that it is entitled to rely upon the same to conduct exploration within these areas, no assurance can be given that there may not be some future challenge to the Company's ability to do so.
Whilst the Company has the Access Agreements with landowners covering the majority of the prospective areas identified by the Company within the Tenements, its ability to carry out exploration in the residual areas will require additional access agreements to be entered into.
Access agreements with landowners are either in place, or are in the process of being renewed. Based on the Group's long history and association with landowners, the Directors are not aware of any reason why access will be impeded or discontinued.
Sovereign risk and civil disobedience
The Group intends to continue to make a significant investment of capital in Solomon Islands. The conduct of exploration and mining-related activities and the investment of capital and placement of personnel in Solomon Islands are potentially subject to a degree of sovereign risk and civil disobedience generally. A decay in law and order in Solomon Islands may expose the Company to un-budgeted costs, delays and other potential damage and loss.
FINANCIAL REVIEW
The year ended 30 June 2010 was a strategically important one for the Company as it substantially expanded its operations and exploration upside via the acquisition of the two Queensland gold exploration companies, and the granting of the Prospecting Licence for the Company's 100% owned project on Fauro Island in the Solomons. Subsequent exploration results led to a recent re-rating of the Company's share price, which precipitated a successful raising of approximately $24 million announced in late October 2010 from institutional and professional investors. The raising is due to settle following a shareholder's meeting called for 8 November 2010 to approve an increase in the Company's authorised capital from £2,000,000 to £5,000,000.
Results
The Company incurred a loss of $2,192,989 for the year, including exploration expenses written off during the year of $567,415. Given that the Company is still at the exploration phase of its development, this is in line with expectations.
Statement of Financial Position
As at 30 June 2010, the Company had net assets of approximately $32 million, an increase of approximately $13 million over the previous financial year. This increase was largely associated with the acquisition of the two Queensland gold exploration companies, and the capitalisation of exploration expenditure by the Company during the year.
The only interest-bearing debts incurred by the Company include the $1 million Convertible Note repayable to D'Aguilar Gold by February 2011 (associated with the acquisition of Central Minerals) and minor leasing facilities secured over the leased assets.
Cash Flow
Our cash expenditure for the year was approximately $5.68 million, including the repayment of borrowings. Cash of approximately $4.45 million was received by the Company from interest income, cash acquired with the two Queensland gold exploration company acquisitions, and the issue of securities. Accordingly, the net cash outflow of the Company for the year was approximately $1.23 million.
Cash of approximately $2.6 million was invested by the Company on exploration expenditure during the year.
Post Balance Sheet Events
On 12 July 2010, the Company issued 33,089,099 shares to investors pursuant to a placement at $0.09, raising a total of A$2,839,145 before costs.
On 22 October 2010, the Company announced that it had successfully raised approximately $24m through the impending issue of 54,017,153 shares at a price of approximately $0.45 from institutional and private investors. The placement is due to settle following a shareholder's meeting called for 8 November 2010 to approve an increase in the Company's authorised capital from £2,000,000 to £5,000,000.
Outlook
As a consequence of the Company's October 2010 raising, its exploration program and administrative budget will be underwritten for the next twelve to eighteen months, meaning further significant exploration of its 100% owned projects in Queensland, and on Fauro Island in the Solomons. The work to be conducted in Queensland will focus on the expansion of the Company's maiden resource previously announced, whilst the exploration program at Fauro Island will include an initial drilling campaign commencing in December 2010, designed to test drill targets identified by the work undertaken to date.
Newmont continue to fund and manage the Guadalcanal Joint Venture on the island of Guadalcanal in the Solomons, and continued drill testing of targets identified by previous work will continue for the foreseeable future.
Financial Controls and Risk Management
The Board regularly reviews the risks to which the Group is exposed and ensures through Board Committees and regular reporting that these risks are managed and minimised as far as possible. The Audit Committee is responsible for the implementation and review of the Group's internal financial controls and financial risk management systems.
Nominated Advisors and Brokers
RFC Corporate Finance Limited ("RFC") and Fairfax IS act as Nominated Advisor and Broker to the Company respectively.
Equity
Since the date of the last Annual Report, the Company has issued the following equities:
On 8 July 2009 the company issued 8,310,378 shares to investors pursuant to a placement at A$0.164 raising a total of A$1,362,902 before costs.
On 17 July 2009, the Company issued 400,000 shares at a price of A$0.178 to key staff as part of their remuneration arrangements.
On 13 November 2009, the Company issued 21,428,571 shares to investors pursuant to a placement at $0.14, raising a total of A$3,000,000 before costs.
On 22 December 2009, the Company issued 49,600,000 shares to the vendors of Acapulco Mining Pty Ltd at A$0.123 pursuant to a scrip-based acquisition arrangement (refer Note 23 for further details).
On 19 February 2010, the Company issued 37,200,000 shares to the vendors of Central Minerals Pty Ltd at A$0.126 pursuant to a scrip-based acquisition arrangement (refer Note 23 for further details).
On 27 April 2010, the Company issued 1,300,000 options to the COO pursuant to his employment arrangements. The options vested on 1 July 2010, and are exercisable at £0.10 through to 30 June 2011.
On 27 April 2010, the Company issued 96,197 shares at a price of A$0.13 to a key supplier as part of a commercial arrangement for the payment of their services.
At year end, the Company had a total of 193,266,272 shares and 6,376,670 options on issue.
On 12 July 2010, the Company issued 33,089,099 shares to investors pursuant to a placement at $0.09, raising a total of A$2,839,145 before costs.
At the date of this report, the Company had a total of 226,355,371 shares and 6,376,670 options on issue.
The Board consists of one Executive Director and four Non-Executive Directors.
Cameron Wenck
(Non-Executive Chairman)
Cameron Wenck (50), appointed 22 November 2005, is a financial adviser and company Director with over 20 years' experience in the financial services industry. Earlier in his career he worked for the London stockbrokers Scrimgeour Vickers and Chartered Accountants PricewaterhouseCoopers. He has a Bachelor of Commerce, a Diploma of Financial Planning, is a Fellow of the Australian Society of Accountants and a Certified Financial Planner.
Nicholas Mather
(Chief Executive Officer)
Nicholas Mather (54), appointed 11 May 2005, graduated in 1979 from the University of Queensland with a B.Sc. (Hons, Geology). He has over 25 years' experience in exploration and resource company management in a variety of countries. His career has taken him to numerous countries exploring for precious and base metals and fossil fuels. Nicholas Mather has focused his attention on the identification of and investment in large resource exploration projects.
He was managing Director of BeMaX Resources NL (an ASX-listed company) from 1997 until 2000 and instrumental in the discovery of the world class Ginkgo mineral sand deposit in the Murray Basin in 1998. As an executive Director of Arrow Energy NL (also ASX-listed) until his resignation in 2004, Nicholas Mather drove the acquisition and business development of Arrow's large Surat Basin Coal Bed Methane project in south-east Queensland. He was managing Director of Auralia Resources NL, a junior gold explorer, before its USD23 million merger with Ross Mining NL in 1995. He was a non-executive Director of Ballarat Goldfields NL until 2004, having assisted that company in its recapitalisation and re-quotation on the ASX in 2003.
Nicholas Mather is Chief Executive of D'Aguilar Gold Limited and a non-executive Director of ASX-listed companies Bow Energy Limited, AusNiCo Limited and Mt Isa Metals Limited.
Brian Moller
(Non-Executive Director)
Brian Moller (51), appointed 11 May 2005, is a corporate partner in the Brisbane-based law firm Hopgood Ganim Lawyers, the Australian solicitors to the Company. He was admitted as a solicitor in 1981 and has been a partner at Hopgood Ganim since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions.
Brian Moller holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association.
Brian Moller acts for many publicly-listed resource and industrial companies and brings a wealth of experience and expertise to the board, particularly in the corporate regulatory and governance areas. He is a non-executive Director of ASX listed D'Aguilar Gold Limited and Platina Resources Limited, and the non-executive Chairman of ASX-listed AusNiCo Limited.
Dr Robert Weinberg
(Non-Executive Director)
Rob Weinberg (63), appointed 22 November 2005, gained his doctorate in geology from Oxford University in 1973. He has more than 35 years experience of the international mining industry and is an independent mining research analyst and consultant. He is a Fellow of the Geological Society of London and also a Fellow of the Institute of Materials, Minerals and Mining.
Prior to his current activities he was Managing Director, Institutional Investment at the World Gold Council, and a Director of Gold Bullion Securities. Previously he was a Director of the investment banking division at Deutsche Bank in London after having been head of the global mining research team at SG Warburg Securities. He has also held senior positions within Société Générale and was head of the mining team at James Capel & Co. He was formerly marketing manager of the gold and uranium division of Anglo American Corporation of South Africa Ltd.
Dr Weinberg is a non-executive Director of the ASX listed Kasbah Resources Limited and Medusa Mining Limited, a company listed on the ASX, AIM and TSX.
John Bovard
(Non-Executive Director)
John Bovard (64), appointed 2 November 2009, is a civil engineer with over 40 years experience in mining, heavy construction, project development and corporate management throughout Australia. His career to date has included roles as CEO of public companies and both Executive and Non-Executive Directorships. He holds a Bachelors Degree in Civil Engineering, is a Fellow of the Australasian Institute of Mining and Metallurgy, and a Fellow of the Australian Institute of Company Directors.
Mr Bovard is currently the Non-Executive Chairman of the ASX-listed Mt Isa Metals Limited and Pacific Enviromin Limited. Other roles within the past five (5) years have included acting as the interim CEO of Australian Solomons Gold Ltd (April 2007 to January 2008) and the Non-Executive Chairman of Axiom Mining Ltd (June 2006 to April 2007). From March 2002 to June 2006, Mr Bovard acted as the CEO of Asia Pacific Resources Ltd (listed on the TSX) developing a large potash resource in Thailand. Other Directorships have included Danae Resources NL (Managing Director) and Greenwich Resources Plc, both through to early 2006.
He was also Project Manager for the $A800 million Phosphate Hill Fertiliser Project for Western Mining Corporation (WMC) situated south of Mount Isa in Queensland, Australia. Other previous project experience includes managing the construction of the Porgera Mine in Papua New Guinea, the Super Pit expansion at Kalgoorlie, and the development of the Bronzewing Gold Mine in Western Australia. He was previously the General Manager of the giant OK Tedi porphyry Copper Gold Mine. Mr Bovard's corporate profile, together with his extensive experience in south west Pacific mining operations and construction is considered to be of great value to Solomon Gold Plc.
COMPANY SECRETARY
Karl Schlobohm
(Company Secretary and Chief Financial Officer)
Karl Schlobohm (42) has over twenty (20) years experience in the accounting profession across a wide range of businesses and industries. He has previously been contracted into CFO roles with ASX-listed resource companies Discovery Metals Limited and Meridian Minerals Limited, and as Company Secretary of ASX-listed Linc Energy Limited, Agenix Limited, Discovery Metals Limited and Global Seafood Australia Limited.
Mr Schlobohm is a Chartered Accountant and holds Bachelor Degrees in Commerce and in Economics, and a Masters Degree in Taxation.
Mr Schlobohm is also contracted to act as the Company Secretary / CFO of the ASX-listed D'Aguilar Gold Limited and AusNiCo Limited.
DIRECTORS' REPORT
The Directors present their annual report and audited financial statements for the year ended 30 June 2010.
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
During the past year, Solomon Gold successfully acquired two companies holding promising exploration projects in Queensland, Australia. The first acquisition, Acapulco Mining Pty Ltd, holds extensive tenements over a project area in and around Mt Perry of 1,344 km2, located four hours drive northwest of Brisbane and about 15km from Lihir Gold's 1 million oz Mt Rawdon mine. Acapulco was acquired by Solomon Gold on a scrip-for-scrip basis, issuing a total of 49.6 million shares to the vendors of Acapulco. Further details are contained in the Operations Report, and in Note 23.
The second acquisition, Central Minerals Pty Ltd, holds exploration licences covering 3,670 km2 over a strike length of 200km on the eastern margin of the Bowen Basin in Central Queensland, approximately 150km west of the port of Gladstone. Central Minerals was acquired by Solomon Gold on a scrip-for-scrip basis, issuing a total of 37.2 million shares to the vendors of Central Minerals. Further details are contained in the Operations Report, and in Note 23.
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. At the reporting date, the Group had a net current liability position of $1,577,146, inclusive of the Convertible Note held by D'Aguilar Gold and repayable by 19 February 2011. However, on 22 October 2010, the Company announced a substantial capital raising of approximately A$24 million. The raising is due to settle following a shareholder's meeting called for 8 November 2010 to approve an increase in the Company's authorised capital from £2,000,000 to £5,000,000. This capital, together with the fact that Newmont has agreed to fund the exploration work being undertaken on the Guadalcanal project under the terms of the Venture Agreement executed between the two parties, means that the Company has sufficient working capital to fund its own operations, including the exploration of those Solomon Island tenement areas held outside of the Newmont Guadalcanal Venture, together with its tenements in Queensland, Australia. It should be noted that the current working capital levels will not be sufficient to bring the Company's projects into full development and production and, in due course, further funding will be required. In the event that the Company is unable to secure further finance either through its current arrangements with Newmont, other third parties or capital raisings, it may not be able to fully develop its projects.
CURRENCY
The functional and presentational currency is Australian dollars ("A$") 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 A$2,192,989 (2009:A$1,239,497).
CHANGES IN SHARE CAPITAL DURING 2010
A statement of changes in the share capital of the Company is set out in Note 15 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 19 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 71 days (2009: 49 days) worth of purchases in Group trade creditors and 24 days (2009: 71 days) worth of purchases in Company trade creditors.
SUBSEQUENT EVENTS
On 12 July 2010, the Company issued 33,089,099 shares to investors pursuant to a placement at $0.09, raising a total of A$2,839,145 before costs.
On 22 October 2010, the Company announced that it had successfully raised approximately $24m through the impending issue of 54,017,153 shares at a price of approximately $0.45 from institutional and private investors. The placement is due to settle following a shareholder's meeting called for 8 November 2010 to approve an increase in the Company's authorised capital from £2,000,000 to £5,000,000.
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 |
*John Bovard was appointed Non-Executive Director 2 November 2009
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 2010 |
At 30 June 2009 |
Nicholas Mather |
30,762,862 |
13,783,433 |
Brian Moller |
924,925 |
782,068 |
Cameron Wenck |
1,095,477 |
959,962 |
Robert Weinberg |
383,152 |
311,723 |
John Bovard |
300,000 |
Nil |
No options were issued to Directors during the year.
Share options held |
At 30 June 2010 |
At 30 June 2009 |
Option Price |
Exercise Period |
Nicholas Mather |
- |
233,333 |
50p |
01/01/07 - 01/01/10 |
|
233,333 |
233,333 |
75p |
01/01/08 - 01/01/11 |
|
233,334 |
233,334 |
100p |
01/01/08 - 01/01/11 |
|
250,000 |
250,000 |
25p |
31/01/08 - 31/12/10 |
|
125,000 |
125,000 |
50p |
31/01/08 - 31/12/10 |
|
125,000 |
125,000 |
75p |
31/01/08 - 31/12/10 |
Cameron Wenck |
- |
25,000 |
50p |
01/01/07 - 01/01/10 |
|
25,000 |
25,000 |
75p |
01/01/08 - 01/01/11 |
|
25,000 |
25,000 |
100p |
01/01/08 - 01/01/11 |
|
100,000 |
100,000 |
25p |
31/01/08 - 31/12/10 |
|
50,000 |
50,000 |
50p |
31/01/08 - 31/12/10 |
|
50,000 |
50,000 |
75p |
31/01/08 - 31/12/10 |
Brian Moller |
- |
25,000 |
50p |
01/01/07 - 01/01/10 |
|
25,000 |
25,000 |
75p |
01/01/08 - 01/01/11 |
|
25,000 |
25,000 |
100p |
01/01/08 - 01/01/11 |
|
75,000 |
75,000 |
25p |
31/01/08 - 31/12/10 |
|
37,500 |
37,500 |
50p |
31/01/08 - 31/12/10 |
|
37,500 |
37,500 |
75p |
31/01/08 - 31/12/10 |
Robert Weinberg |
- |
25,000 |
50p |
01/01/07 - 01/01/10 |
|
25,000 |
25,000 |
75p |
01/01/08 - 01/01/11 |
|
25,000 |
25,000 |
100p |
01/01/08 - 01/01/11 |
|
75,000 |
75,000 |
25p |
31/01/08 - 31/12/10 |
|
37,500 |
37,500 |
50p |
31/01/08 - 31/12/10 |
|
37,500 |
37,500 |
75p |
31/01/08 - 31/12/10 |
No options were held by John Bovard during the year.
MAJOR SHAREHOLDERS
The following parties represented the top 10 shareholders in the Company as at 27 October 2010.
Major Shareholders |
Number of Shares |
% of Issued Capital |
Tenstar Trading Limited |
54,984,547 |
24.3 |
D'Aguilar Gold Limited |
35,274,477 |
15.6 |
Samuel Holdings Pty Ltd <Samuel DT> |
22,200,468 |
9.8 |
N&J Mather <Mather Super Fund> |
13,843,486 |
6.1 |
Barclayshare Nominees Limited |
9,673,137 |
4.3 |
TD Waterhouse Nominees Europe Limited |
8,595,410 |
3.8 |
Indium Investments Pty Ltd |
5,550,286 |
2.5 |
Pershing Nominees Limited |
5,121,557 |
2.3 |
James Capel Nominees Limited |
4,619,728 |
2.0 |
HSDL Nominees Limited |
4,288,904 |
1.9 |
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 Revised Combined Code issued by the Financial Reporting Council in June 2008 (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 four Non-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 auditors 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, not withstanding 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 650,000 in total, or just under 0.3% 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 2010 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 (2009: A$ nil).
AUDITORS
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 and disclose with reasonable accuracy at any time the financial position of the company and the group and 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 auditors are 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 auditors are aware of the information.
This report was approved by the board on 3 November 2010 and signed on its behalf.
Karl Schlobohm
Company Secretary
Level 5, 60 Edward Street
Brisbane QLD 4000
Australia
INDEPENDENT AUDITORS' REPORT
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOLOMON GOLD PLC
We have audited the financial statements of Solomon Gold plc for the year ended 30 June 2010 which comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position, consolidated and company statements of changes in equity, 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 auditors' 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 auditors
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 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
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.
Opinion on financial statements
In our opinion:
· the financial statements give a true and fair view of the state of the group's and parent company's affairs as at 30 June 2010 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 qualified, 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 auditors
London, UK
3 November 2010
|
Notes |
Group |
Group |
|
|
A$ |
A$ |
Revenue |
|
- |
- |
Cost of sales |
|
- |
- |
Gross profit |
|
- |
- |
Other income |
|
159,364 |
96,155 |
Administrative expenses |
|
|
|
Exploration costs written-off |
|
(567,415) |
(14,480) |
Other |
|
(1,817,187) |
(1,376,014) |
Operating loss |
|
(2,225,238) |
(1,294,339) |
Finance income |
6 |
68,662 |
54,842 |
Finance costs |
6 |
(36,413) |
- |
Loss before and after tax |
3 |
(2,192,989) |
(1,239,497) |
Other comprehensive income |
|
- |
- |
Total comprehensive income for the year |
|
(2,192,989) |
(1,239,497) |
Loss for the year attributable to equity holders of the parent |
|
(2,192,989) |
(1,239,497) |
|
|
|
|
|
|
|
|
Basic and diluted loss per ordinary share |
|
|
|
Basic and diluted |
8 |
A$(0.0159) |
A$(0.0224) |
Registered Number 5449516
|
Notes |
Group |
Group |
Company |
Company |
|
|
A$ |
A$ |
A$ |
A$ |
Assets |
|
|
|
|
|
Property, plant and equipment |
10 |
247,648 |
207,726 |
6,623 |
5,742 |
Intangible assets |
11 |
33,406,506 |
18,021,422 |
- |
- |
Investment in subsidiary |
9 |
- |
- |
33,976,110 |
18,374,693 |
Total non-current assets |
|
33,654,154 |
18,229,148 |
33,982,733 |
18,380,435 |
Other receivables and prepayments |
13 |
386,890 |
152,338 |
214,477 |
69,692 |
Cash and cash equivalents |
14 |
219,811 |
1,449,697 |
111,976 |
1,393,906 |
Total current assets |
|
606,701 |
1,602,035 |
326,453 |
1,463,598 |
Total assets |
|
34,260,855 |
19,831,183 |
34,309,186 |
19,844,033 |
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
15 |
3,870,090 |
1,736,803 |
3,870,090 |
1,736,803 |
Share premium |
15 |
33,263,679 |
20,215,990 |
33,263,679 |
20,215,990 |
Other reserves |
|
1,070,805 |
1,411,570 |
1,070,805 |
1,411,570 |
Accumulated loss |
|
(6,161,893) |
(4,396,801) |
(5,234,969) |
(4,129,247) |
Total equity |
|
32,042,681 |
18,967,562 |
32,969,605 |
19,235,116 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Lease liabilities |
16 |
34,327 |
- |
- |
- |
Total non-current liabilities |
|
34,327 |
- |
- |
- |
Lease liabilities |
16 |
24,069 |
- |
- |
- |
Trade and other payables |
17 |
2,159,778 |
863,621 |
1,339,581 |
608,917 |
Total current liabilities |
|
2,183,847 |
863,621 |
1,339,581 |
608,917 |
Total liabilities |
|
2,218,174 |
863,621 |
1,339,581 |
608,917 |
Total equity and liabilities |
|
34,260,855 |
19,831,183 |
34,309,186 |
19,844,033 |
The financial statements were approved and authorised for issue by the Board and were signed in its behalf on 3 November 2010.
Brian Moller
Director
Consolidated Statement of changes in equity
|
Note |
Share capital A$ |
Share premium A$ |
Share option reserve A$ |
Warrants reserve A$ |
Accumulated loss A$ |
Total A$ |
Balance 30 June 2008 |
15 |
1,033,527 |
17,613,615 |
1,510,339 |
172,803 |
(3,457,595) |
16,872,689 |
Loss and total comprehensive loss for the period |
|
|
|
|
|
(1,239,497) |
(1,239,497) |
New share capital subscribed |
|
667,719 |
2,558,169 |
|
|
|
3,225,888 |
Share issue costs |
|
|
(115,798) |
|
|
|
(115,798) |
Value of shares and options issued to Directors, employees and consultants |
|
35,557 |
160,004 |
28,719 |
|
|
224,280 |
Reserve Transfers on Expiration |
|
|
|
(127,488) |
(172,803) |
300,291 |
|
Balance 30 June 2009 |
15 |
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 30 June 2010 |
15 |
3,870,090 |
33,263,679 |
1,070,805 |
- |
(6,161,893) |
32,042,681 |
Company Statement of changes in equity
|
Note |
Share capital A$ |
Share premium A$ |
Share option reserve A$ |
Warrants reserve A$ |
Accumulated loss A$ |
Total A$ |
Balance 30 June 2008 |
15 |
1,033,527 |
17,613,615 |
1,510,339 |
172,803 |
(3,460,706) |
16,869,578 |
Loss and total comprehensive loss for the period |
|
|
|
|
|
(968,832) |
(968,832) |
New share capital subscribed |
|
667,719 |
2,558,169 |
|
|
|
3,225,888 |
Share issue costs |
|
|
(115,798) |
|
|
|
(115,798) |
Value of shares and options issued to Directors, employees and consultants |
|
35,557 |
160,004 |
28,719 |
|
|
224,280 |
Reserve Transfers on Expiration |
|
|
|
(127,488) |
(172,803) |
300,291 |
|
Balance 30 June 2009 |
15 |
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 |
|
|
|
(427,897) |
|
427,897 |
|
Balance 30 June 2010 |
15 |
3,870,090 |
33,263,679 |
1,070,805 |
- |
(5,234,969) |
32,969,605 |
|
|
Group |
Group |
|
Company |
Company |
||
|
Note |
2010 |
2009 |
|
2010 |
2009 |
||
|
|
A$ |
A$ |
|
A$ |
A$ |
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Operating loss |
|
(2,225,238) |
(1,294,339) |
|
(1,544,615) |
(1,010,165) |
||
Depreciation |
|
57,661 |
49,698 |
|
2,368 |
1,177 |
||
Share based payment expense |
|
170,947 |
224,280 |
|
170,947 |
224,280 |
||
Impairment of exploration costs |
|
567,415 |
- |
|
- |
- |
||
(Increase)/Decrease in other receivables and prepayments |
|
(139,993) |
173,767 |
|
(144,785) |
72,460 |
||
Increase/(decrease) in trade and other payables |
|
(128,567) |
112,329 |
|
(69,336) |
304,161 |
||
Cash used in operations |
|
(1,697,775) |
(734,265) |
|
(1,585,421) |
(408,087) |
||
Net cash outflow from operating activities |
|
(1,697,775) |
(734,265) |
|
(1,585,421) |
(408,087) |
||
Cash flows from investing activities |
|
|
|
|
|
|
||
Interest received |
|
68,662 |
54,842 |
|
47,409 |
41,333 |
||
Interest paid |
|
(36,413) |
- |
|
(36,413) |
- |
||
Acquisition of property, plant and equipment |
|
(23,330) |
(10,807) |
|
(3,249) |
(6,267) |
||
Acquisition of intangible assets (exploration) |
|
(2,609,189) |
(2,648,788) |
|
- |
- |
||
Acquisition of subsidiaries (net of cash) |
23 |
18,631 |
- |
|
- |
- |
||
Loans advanced to subsidiary |
|
- |
- |
|
(3,786,332) |
(1,349,179) |
||
Net cash outflow from investing activities |
|
(2,581,639) |
(2,604,753) |
|
(3,778,585) |
(1,314,113) |
||
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from the issue of ordinary share capital |
|
4,362,902 |
2,829,708 |
|
4,362,902 |
2,829,708 |
||
Payment of issue costs |
|
(80,826) |
(115,798) |
|
(80,826) |
(115,798) |
||
Loan from Director-related entity |
|
(200,000) |
200,000 |
|
(200,000) |
200,000 |
||
Repayment of borrowings |
|
(1,032,548) |
- |
|
- |
- |
||
Net cash inflow from financing activities |
|
3,049,528 |
2,913,910 |
|
4,082,076 |
2,913,910 |
||
Net (decrease)/increase in cash and cash equivalents |
|
(1,229,886) |
(425,108) |
|
(1,281,930) |
1,191,710 |
||
Cash and cash equivalents at beginning of period |
|
1,449,697 |
1,874,805 |
|
1,393,906 |
202,196 |
||
Cash and cash equivalents at end of period |
14 |
219,811 |
1,449,697 |
|
111,976 |
1,393,906 |
||
Non cash transactions
During the year, the group acquired Acapulco Mining Pty Limited and Central Minerals Pty Limited. The consideration was satisfied by issue of shares. Further details have been provided in Note 23.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
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.
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 liability position of $1,577,146, inclusive of the Convertible Note held by D'Aguilar Gold and repayable by 19 February 2011. However, in October 2010, the Company announced a substantial capital raising of approximately A$24 million. The raising is due to settle following a shareholder's meeting called for 8 November 2010 to approve an increase in the Company's authorised capital from £2,000,000 to £5,000,000. This capital, together with the fact that Newmont has agreed to fund the exploration work being undertaken on the Guadalcanal project under the terms of the Venture Agreement executed between the two parties, means that the Company has sufficient working capital to fund its own operations, including the exploration of those Solomon Island tenement areas held outside of the Newmont Guadalcanal Venture, together with its tenements in Queensland, Australia. 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 raisings, 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 presentational currency is Australian dollars (A$). The exchange rates at 30 June 2010 were £0.56860/A$1.0 and SBD$7.10920/A$1.0 (30 June 2009: £0.48702/A$1.0, SBD$6.14330/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 2010
NOTE 1 ACCOUNTING POLICIES (Continued)
(e) Property, plant and equipment
(i) Owned asset
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 value is 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) Other receivables and prepayments
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 borrowing in current liabilities on the statement of financial position.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
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 were also 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.
(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.
(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) Expenses
(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 2010
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 has applied IFRS 8 Operating Segments from 1 July 2009. Previous reporting of segment information was based on the geographical locations of the Group's operations. As of 1 July 2009 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. Comparative information has been re-presented so that it also is in conformity with the revised standard. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share.
(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 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 2010
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 A$1,533,619 (2009:A$968,832).
(ii) Subsidiary investments
Investments in subsidiary undertakings are stated at cost less impairment losses.
(w) Changes in accounting policies
The Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board ('IASB') that are relevant to its operations and effective for accounting periods beginning 1 July 2009.
The following standards have been applied by the group from 1 July 2009:
· IAS 1 (Revised) Presentation of financial statements
· IFRS 8 Operating segments
· IFRS 3 Business combinations
The adoption of IFRS 3 has resulted in recognition of acquisition costs during the year of $337,570 in the statement of comprehensive income.
The adoption of IAS 1 (Revised) and IFRS 8 had no material effect on the profit or loss or the financial position of the Group as these standards deal with disclosures only.
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the accounting periods commencing 1 July 2009 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 2010
NOTE 2 SEGMENT REPORTING
The Group has applied IFRS 8 Operating Segments and its associated amending standards from 1 July 2009. Previous reporting of segment information was based on the geographical locations of the Group's operations. As of 1 July 2009 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 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 |
30 June 2009 |
Finance Income $ |
Total Income $ |
Result $ |
Assets $ |
Liabilities $ |
Share Based Payments $ |
Depreciation $ |
Solomon Gold |
41,333 |
277,061 |
(968,832) |
19,844,033 |
608,917 |
224,280 |
1,177 |
ARM |
13,509 |
30,182 |
(268,461) |
18,327,007 |
18,295,047 |
- |
48,521 |
Central Minerals |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Acapulco Mining |
M/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Solomon Operations |
- |
1,588 |
(2,204) |
67,785 |
96,728 |
- |
- |
Consolidation/Elimination |
- |
(157,834) |
- |
(18,407,642) |
(18,137,071) |
- |
- |
Total |
54,842 |
150,997 |
(1,239,497) |
19,831,183 |
863,621 |
224,280 |
49,698 |
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 |
2010 $ |
2009 $ |
UK |
- |
- |
Australia |
14,065,500 |
5,742 |
Solomon Islands |
19,588,654 |
18,223,406 |
The group had no revenue during the year.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 3 LOSS BEFORE TAX
|
Group |
Group |
|
A$ |
A$ |
Loss is stated after charging/(crediting): |
|
|
Auditors' remuneration: |
|
|
Fees payable to the company's auditor for the audit of the company's annual accounts |
63,000 |
40,000 |
Fees payable to the company's auditor and its associates for other services: |
|
|
Tax services |
30,542 |
27,509 |
Depreciation |
57,661 |
49,698 |
Acquisition related costs |
337,570 |
- |
Foreign exchange gains |
- |
(18,260) |
Foreign exchange losses |
41,398 |
- |
Share based payments |
170,947 |
224,280 |
NOTE 4 STAFF NUMBERS AND COSTS
The average number of persons employed (including Directors) during the year, analysed by category, was as follows:
|
Group 2010 |
Group 2009 |
Company 2010 |
Company 2009 |
Corporate finance and administration |
11 |
10 |
7 |
6 |
Technical |
30 |
37 |
- |
- |
|
40 |
47 |
7 |
6 |
The aggregate payroll costs of these persons were as follows:
|
Group A$ |
Group A$ |
Company A$ |
Company A$ |
Wages and salaries |
1,032,824 |
1,342,828 |
133,172 |
369,382 |
Contributions to defined contribution plans |
3,366 |
6,866 |
3,366 |
6,866 |
Share based payments |
158,446 |
224,280 |
158,446 |
224,280 |
|
1,194,636 |
1,573,974 |
294,984 |
600,528 |
Included within staff costs is A$576,366 (2009:A$878,328) which has been capitalised as part of deferred exploration costs.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 5 REMUNERATION OF KEY MANAGEMENT PERSONNEL
|
|
Basic Annual Salary A$ |
|
Other Benefits(1) A$ |
|
Pensions A$ |
|
Total Remuneration A$ |
2010 |
|
|
|
|
|
|
|
|
Directors |
|
|
|
|
|
|
|
|
Nicholas Mather |
|
161,000 |
|
- |
|
- |
|
161,000 |
Brian Moller |
|
39,533 |
|
- |
|
- |
|
39,533 |
Cameron Wenck |
|
53,679 |
|
- |
|
- |
|
53,679 |
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 |
|
|
|
|
|
|
|
|
|
|
|
Basic Annual Salary A$ |
|
Other Benefits(1) A$ |
|
Pensions A$ |
|
Total Remuneration A$ |
2009 |
|
|
|
|
|
|
|
|
Directors |
|
|
|
|
|
|
|
|
Nicholas Mather |
|
161,000 |
|
- |
|
- |
|
161,000 |
Brian Moller |
|
50,243 |
|
- |
|
- |
|
50,243 |
Cameron Wenck |
|
61,545 |
|
- |
|
- |
|
61,545 |
Robert Weinberg |
|
55,144 |
|
- |
|
- |
|
55,144 |
|
|
327,932 |
|
- |
|
- |
|
327,932 |
Non-Directors |
|
458,654 |
|
224,280 |
|
- |
|
682,934 |
TOTAL |
|
786,586 |
|
224,280 |
|
- |
|
1,010,866 |
(1) Share based payments issued.
NOTE 6 FINANCE INCOME AND COSTS
|
|
Group 2010 A$ |
Group 2009 A$ |
Interest income |
68,662 |
54,842 |
|
Finance income |
68,662 |
54,842 |
|
Interest Cost - Convertible Note |
36,413 |
- |
|
Finance Cost |
36,413 |
- |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
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% (2009: 28%) being applied to the loss before tax arising during the year. The differences are explained below.
|
Group 2010 A$ |
Group 2009 A$ |
Tax reconciliation |
|
|
Loss before tax |
(2,192,989) |
(1,239,497) |
Tax at 30% (2009: 28%) |
(657,897) |
(347,059) |
Effects at 30% (2009: 28%) of: |
|
|
Short term timing differences |
1,675 |
- |
Non-deductible expenses |
117,044 |
97,702 |
Tax losses carried forward |
539,178 |
249,357 |
Tax on loss |
- |
- |
Factors that may affect future tax charges
The Group has carried forward tax losses of approximately A$5.2m (2009 A$3.1m). 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 A$2,192,989 (2009: A$1,239,497) and the weighted average number of ordinary shares outstanding of 137,514,144 (2009: 55,218,452).
There is no difference between the diluted loss per share and the basic loss per share presented as the share options and the convertible loan notes in issue during the period were not considered dilutive. At 30 June 2010 there were 6,376,670 (2009: 5,615,000) share options on issue and 1,000,000 convertible loan notes.
NOTE 9 INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
Country of incorporation and operation |
Principal activity |
Solomon Gold plc's effective interest |
||
2010 |
2009 |
|||
Australian Resource Management (ARM) Pty Ltd |
Australia |
Exploration |
100% |
100% |
Acapulco Mining Pty Ltd |
Australia |
Exploration |
100% |
0% |
Central Minerals Pty Ltd |
Australia |
Exploration |
100% |
0% |
Solomon Operations Ltd |
Solomon Islands |
Exploration |
100% |
100% |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 9 INVESTMENTS IN SUBSIDIARY UNDERTAKINGS (Continued)
|
Shares A$ |
Loans A$ |
Investment in subsidiary undertakings Total A$ |
|||
Cost |
|
|
|
|
||
Balance at 30 June 2008 |
270,571 |
|
16,343,149 |
|
16,613,720 |
|
Advances in the period |
- |
|
1,760,973 |
|
1,760,973 |
|
Balance at 30 June 2009 |
270,571 |
|
18,104,122 |
|
18,374,693 |
|
Acquisitions and advances in the period |
10,815,085 |
|
4,786,332 |
|
15,601,417 |
|
Balance 30 June 2010 |
11,085,656 |
|
22,890,454 |
|
33,976,110 |
|
|
|
|
|
|
||
Amortisation and impairment losses |
|
|
|
|
||
Balance at 30 June 2008 |
- |
- |
- |
|
- |
|
Balance at 30 June 2009 |
- |
|
- |
|
- |
|
Balance 30 June 2010 |
- |
|
- |
|
- |
|
|
|
|
|
|
||
Carrying amounts |
|
|
|
|
|
|
At 30 June 2008 |
270,571 |
|
16,343,149 |
|
16,613,720 |
|
At 30 June 2009 |
270,571 |
|
18,104,122 |
|
18,374,693 |
|
At 30 June 2010 |
11,085,656 |
|
22,890,454 |
|
33,976,110 |
|
Details of all loans within the group made during the year are set out below:
Shares A$ |
Loans A$ |
Total A$ |
|
|||
Cost |
|
|
||||
Balance at 30 June 2008 |
270,571 |
16,343,149 |
16,613,720 |
|
||
Advances in the period from Solomon Gold plc to ARM Pty Ltd |
- |
1,760,973 |
1,760,973 |
|
||
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 |
|
||
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 10 PROPERTY, PLANT AND EQUIPMENT
|
|
Group |
|
|||||
|
Land and Buildings A$ |
Plant and Equipment A$ |
Motor vehicles A$ |
Office equipment A$ |
Furniture & Fittings A$ |
Total A$ |
Company A$ |
|
Cost |
|
|
|
|
|
|
|
|
Balance 30 June 2008 |
194,000 |
56,154 |
30,092 |
43,887 |
14,710 |
338,843 |
2,290 |
|
Additions |
- |
- |
- |
10,807 |
- |
10,807 |
6,267 |
|
Balance 30 June 2009 |
194,000 |
56,154 |
30,092 |
54,694 |
14,710 |
349,650 |
8,557 |
|
Additions - business combination |
- |
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 |
14,710 |
468,597 |
11,806 |
|
Depreciation & impairment losses |
|
|
|
|
|
|
|
|
Balance 30 June 2008 |
(25,734) |
(21,565) |
(15,259) |
(25,707) |
(3,961) |
(92,226) |
(1,638) |
|
Depreciation charge for the year |
(16,300) |
(11,323) |
(6,068) |
(13,041) |
(2,966) |
(49,698) |
(1,177) |
|
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) |
|
Carrying amounts |
|
|
|
|
|
|
|
|
At 30 June 2008 |
168,266 |
34,589 |
14,833 |
18,180 |
10,749 |
246,617 |
652 |
|
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 |
|
The net book value of assets pledged as security for lease finance is $54,667.
NOTE 11 INTANGIBLE ASSETS
|
|
|
|
|
|
Deferred exploration costs A$ |
||
Cost |
|
|
|
|
|
|
|
|
Balance 30 June 2008 |
|
|
|
|
|
|
|
14,976,454 |
Additions |
|
|
|
|
|
|
|
3,044,968 |
Disposals |
|
|
|
|
|
|
|
- |
Balance 30 June 2009 |
|
|
|
|
|
|
|
18,021,422 |
Additions - business combination |
|
|
|
|
|
|
|
13,343,310 |
Additions - expenditure |
|
|
|
|
|
|
|
2,609,189 |
Disposals |
|
|
|
|
|
|
|
- |
Balance 30 June 2010 |
|
|
|
|
|
|
|
33,973,921 |
Impairment losses |
|
|
|
|
|
|
|
|
Balance 30 June 2009 |
|
|
|
|
|
|
|
- |
Impairment charge |
|
|
|
|
|
|
|
(567,415) |
Balance 30 June 2010 |
|
|
|
|
|
|
|
(567,415) |
Carrying amounts |
|
|
|
|
|
|
|
|
At 30 June 2008 |
|
|
|
|
|
|
|
14,976,454 |
At 30 June 2009 |
|
|
|
|
|
|
|
18,021,422 |
At 30 June 2010 |
|
|
|
|
|
|
|
33,406,506 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
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 2010 is A$17,587,281 (2009: 2009 $A17,349,918).
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 (2009: Nil). A decision was made to expense $567,415 for exploration expenditure associated with tenements that were dropped during the year. A detailed assessment of the carrying values of deferred exploration costs is provided in Note 24.
NOTE 12 DEFERRED TAXATION
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following amounts. Deferred tax has been calculated at the expected future rate of corporation tax of 28%.
|
Group |
Group |
Company |
Company |
|
2010 A$ |
2009 A$ |
2010 A$ |
2009 A$ |
Tax losses |
1,343,171 |
925,098 |
1,235,186 |
801,924 |
|
1,343,171 |
925,098 |
1,235,186 |
801,924 |
The deferred tax asset in respect of these items has not been recognised as future taxable profit is not anticipated within the foreseeable future.
NOTE 13 OTHER RECEIVABLES AND PREPAYMENTS
|
Group |
Group |
Company |
Company |
|
2010 |
2009 |
2010 |
2009 |
|
A$ |
A$ |
A$ |
A$ |
Other receivables |
377,885 |
113,140 |
214,477 |
68,281 |
Prepayments |
9,005 |
39,198 |
- |
1,411 |
|
386,890 |
152,338 |
214,477 |
69,692 |
NOTE 14 CASH AND CASH EQUIVALENTS
|
Group |
Group |
Company |
Company |
|
2010 |
2009 |
2010 |
2009 |
|
A$ |
A$ |
A$ |
A$ |
Bank balances |
219,811 |
1,449,697 |
111,976 |
1,393,906 |
Call deposits |
- |
- |
- |
- |
Cash and cash equivalents in the statement of cash flows |
219,811 |
1,449,697 |
111,976 |
1,393,906 |
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 15 CAPITAL AND RESERVES
(a) Authorised Share Capital
|
|
2009 |
|
2009 |
|
|
No. of shares |
|
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 |
At 30 June 2009 - Ordinary Shares |
|
200,000,000 |
|
2,000,000 |
|
|
2010 |
|
2010 |
|
|
No. of shares |
|
Nominal value £ |
At 1 July 2009 - Ordinary shares |
|
200,000,000 |
|
2,000,000 |
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 |
(b) Changes in Issued Share Capital and Share Premium
|
No. of shares |
Nominal value |
Share premium |
Total |
|
|
A$ |
A$ |
A$ |
Ordinary shares of 1p each at 30 June 2008 |
44,325,001 |
1,033,527 |
17,613,615 |
18,647,142 |
|
|
|
|
|
Shares issued at £0.03 - placing 21 November 2008 |
11,666,667 |
275,625 |
551,250 |
826,875 |
Share issue costs charged to share premium account |
|
|
(115,798) |
(115,798) |
Shares issued at £0.03 - conversion 4 February 2009 |
7,299,836 |
163,071 |
332,665 |
495,736 |
Shares issued at £0.09 - consideration 10 March 2009 |
2,000,000 |
40,636 |
355,544 |
396,180 |
Shares issued at £0.05 - remuneration 5 May 2009 |
1,750,000 |
35,557 |
160,003 |
195,560 |
Shares issued at £0.08 - 30 June 2009 (see note below) |
9,189,622 |
188,387 |
1,318,711 |
1,507,098 |
Ordinary shares of 1p each at 30 June 2009 |
76,231,126 |
1,736,803 |
20,215,990 |
21,952,793 |
As at 30 June 2009, the Company had received A$1,507,098 and allotted 9,189,622 shares to various parties under written placement agreements. Together with the funds received in July 2009, the placement ultimately totalled A$2.8 million. The shares were admitted to AIM on 8 and 9 July 2009.
|
No. of shares |
Nominal value |
Share premium |
Total |
|
|
A$ |
A$ |
A$ |
Ordinary shares of 1p each at 30 June 2009 |
76,231,126 |
1,736,803 |
20,215,990 |
21,952,793 |
|
|
|
|
|
Shares issued at A$0.164 - 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 A$0.178 - remuneration 17 July 2009 |
400,000 |
8,197 |
63,118 |
71,315 |
Shares issued at A$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 A$0.123- consideration 21 December 2009 |
49,600,000 |
894,548 |
5,224,160 |
6,118,708 |
Shares issued at A$0.126 - consideration 19 February 2010 20092010210FebruaryDecember 2009 |
37,200,000 |
670,911 |
4,025,466 |
4,696,377 |
Shares issued at A$0.13 -consideration 27 April 2010 |
96,197 |
1,582 |
10,918 |
12,500 |
Ordinary shares of 1p each 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 2010
NOTE 15 CAPITAL AND RESERVES (Continued)
Potential issues of ordinary shares
At 30 June 2010 the Company had 6,376,670 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 2010 |
10 February 2006 |
1 January 2007 |
1 January 2011 |
£0.75 to £1.00 |
1,740,000 |
693,336 |
12 September 2006 |
1 January 2007 |
1 January 2011 |
£0.75 to £1.00 |
650,000 |
383,334 |
31 December 2007 |
31 December 2007 |
31 December 2010 |
£0.25 to £0.75 |
1,380,000 |
1,000,000 |
31 December 2007 |
31 December 2007 |
8 November 2010 |
£0.20 |
500,000 |
500,000 |
31 January 2008 |
31 January 2008 |
31 December 2010 |
£0.25 to £0.75 |
1,000,000 |
1,000,000 |
27 May 2008 |
27 May 2008 |
31 December 2010 |
£0.25 to £0.75 |
400,000 |
200,000 |
20 May 2009 |
14 October 2009 |
30 April 2011 |
£0.10 |
1,300,000 |
1,300,000 |
27 April 2010 |
27 October 2010 |
30 June 2011 |
£0.10 |
1,300,000 |
1,300,000 |
|
8,270,000 |
6,376,670 |
Warrants
There were no warrants outstanding as at 30 June 2010.
Share options issued
During the year, 538,330 unlisted share options in Solomon Gold plc expired out of the money.
On 27 April 2010 the Company issued 1,300,000 unlisted share options to the Chief Operating Officer. The options were issued free of charge and are exercisable at 10 pence per ordinary share. The period during which these share options can be exercised is between 27 October 2010 and 30 June 2011.
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.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 16 FINANCE LEASE LIABILITIES
|
Group 2010 |
Group 2009 |
Company 2010 |
Company 2009 |
A$ |
A$ |
A$ |
A$ |
|
Minimum lease payments |
|
|
|
|
- Not later than one year |
22,756 |
- |
- |
- |
- Later than one year and not later than five years |
45,543 |
- |
- |
- |
- Later than five years |
- |
- |
- |
- |
Total Minimum lease payments |
68,299 |
- |
- |
- |
- Future finance charges |
(9,873) |
- |
- |
- |
Lease liability |
58,396 |
- |
- |
- |
- Current Liability |
24,069 |
- |
- |
- |
- Non- Current Liability |
34,327 |
- |
- |
- |
Lease liabilities are secured over the assets to which they relate.
NOTE 17 TRADE AND OTHER CURRENT PAYABLES
|
Group 2010 |
Group 2009 |
Company 2010 |
Company 2009 |
A$ |
A$ |
A$ |
A$ |
|
Current |
|
|
|
|
Trade payables |
829,572 |
381,520 |
96,947 |
241,895 |
Convertible Note (see Note 23) |
1,000,000 |
- |
1,000,000 |
- |
Other payables |
74,157 |
115,755 |
16,586 |
24,432 |
Accrued expenses |
256,048 |
166,346 |
226,048 |
142,591 |
Short-term Loan |
- |
200,000 |
- |
200,000 |
|
2,159,778 |
863,621 |
1,339,581 |
608,917 |
NOTE 18 EMPLOYEE BENEFITS
Share-based payments
The number and weighted average exercise price of share options are as follows:
|
Weighted average exercise price 2010 |
Number of options 2010 |
Weighted average exercise price 2009 |
Number of options 2009 |
Outstanding at the beginning of the period |
£0.43 |
5,615,000 |
£0.52 |
4,970,000 |
Lapsed during the period |
£0.50 |
(538,330) |
£0.47 |
(655,000) |
Granted during the period |
£0.10 |
1,300,000 |
£0.10 |
1,300,000 |
Outstanding at the end of the period |
£0.37 |
6,376,670 |
£0.43 |
5,615,000 |
Exercisable at the end of the period |
£0.37 |
5,076,670 |
£0.43 |
5,615,000 |
The options outstanding at 30 June 2010 have an exercise price in the range of £0.10 to £1.00 (2009: £0.10-1.00) and a weighted average contractual life of 0.77 years (2009: 1.31 years).
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 18 EMPLOYEE BENEFITS (Continued)
Share options held by Directors are as follows:
Share options held |
At 30 June 2010 |
At 30 June 2009 |
Option Price |
Exercise Period |
Nicholas Mather |
- |
233,333 |
50p |
01/01/07 - 01/01/10 |
|
233,333 |
233,333 |
75p |
01/01/08 - 01/01/11 |
|
233,334 |
233,334 |
100p |
01/01/08 - 01/01/11 |
|
250,000 |
250,000 |
25p |
31/01/08 - 31/12/10 |
|
125,000 |
125,000 |
50p |
31/01/08 - 31/12/10 |
|
125,000 |
125,000 |
75p |
31/01/08 - 31/12/10 |
Cameron Wenck |
- |
25,000 |
50p |
01/01/07 - 01/01/10 |
|
25,000 |
25,000 |
75p |
01/01/08 - 01/01/11 |
|
25,000 |
25,000 |
100p |
01/01/08 - 01/01/11 |
|
100,000 |
100,000 |
25p |
31/01/08 - 31/12/10 |
|
50,000 |
50,000 |
50p |
31/01/08 - 31/12/10 |
|
50,000 |
50,000 |
75p |
31/01/08 - 31/12/10 |
Brian Moller |
- |
25,000 |
50p |
01/01/07 - 01/01/10 |
|
25,000 |
25,000 |
75p |
01/01/08 - 01/01/11 |
|
25,000 |
25,000 |
100p |
01/01/08 - 01/01/11 |
|
75,000 |
75,000 |
25p |
31/01/08 - 31/12/10 |
|
37,500 |
37,500 |
50p |
31/01/08 - 31/12/10 |
|
37,500 |
37,500 |
75p |
31/01/08 - 31/12/10 |
Robert Weinberg |
- |
25,000 |
50p |
01/01/07 - 01/01/10 |
|
25,000 |
25,000 |
75p |
01/01/08 - 01/01/11 |
|
25,000 |
25,000 |
100p |
01/01/08 - 01/01/11 |
|
75,000 |
75,000 |
25p |
31/01/08 - 31/12/10 |
|
37,500 |
37,500 |
50p |
31/01/08 - 31/12/10 |
|
37,500 |
37,500 |
75p |
31/01/08 - 31/12/10 |
No options were held by John Bovard at 30 June 2010 and 2009.
The total number of options outstanding at year end are as follows:
Share options held at 30 June 2010 |
Share options held at 30 June 2009 |
Option price |
Exercise periods |
1,300,000 |
1,300,000 |
£0.10 |
14/10/09 - 30/04/11 |
1,300,000 |
- |
£0.10 |
27/10/10- 30/06/11 |
500,000 |
500,000 |
£0.20 |
31/12/07 - 08/11/10 |
1,100,000 |
1,100,000 |
£0.25 |
31/12/07 - 31/12/10 |
550,000 |
1,088,331 |
£0.50 |
01/01/07 - 31/12/10 |
1,088,334 |
1,088,334 |
£0.75 |
31/12/07 - 01/01/11 |
538,335 |
538,335 |
£1.00 |
01/01/08 - 01/01/11 |
6,376,670 |
5,615,000 |
|
|
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 2010
NOTE 18 EMPLOYEE BENEFITS (continued)
Fair value of share options and assumptions granted 27 April 2010 |
|
|
£0.10 options |
Fair value at issue date |
|
|
£0.0203 |
Exercise price |
|
|
£0.10 |
Expected volatility |
|
|
106.6% |
Option life |
|
|
1.17 years |
Expected dividends |
|
|
0.00% |
Risk-free interest rate (short-term) |
|
|
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 19 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 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 previous year.
During the period ending 30 June 2010 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 2010 |
|
Group 2009 |
|
|
|
|
A$ |
|
A$ |
Solomon Island dollar (SBD) |
|
34,071 |
|
25,644 |
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 A$341 (2009 A$256) 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.
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 2010, the Group had $185,740 in cash accounts with Macquarie Bank Limited in Australia and $34,071 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 $597,696 (2009: $1,562,837).
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 19 FINANCIAL INSTRUMENTS (GROUP AND COMPANY) (Continued)
Liquidity risks
The Group and Company raises funds as required on the basis of budgeted expenditure for the next 12 to 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 16.
The Company has a $1,000,000 liability to D'Aguilar Gold in the form of a Convertible Note. The Convertible Note accrues interest at the rate of 10% per annum and is repayable by 19 February 2011. At the time of repayment, D'Aguilar Gold may choose to convert the Note into ordinary shares in Solomon Gold at the prevailing market price. There is no discount or VWAP methodology applied to the conversion process. D'Aguilar Gold has indicated its preference to be repaid in cash.
Fair values
In the Directors' opinion there is no material difference between the book value and fair value of any of the Group's and Company's financial instruments. The classes of financial instruments are the same as the line items included on the face of the statement of financial position and have been analysed in more details in notes to the accounts.
All the group's financial assets are categorised as loans and receivables and all financial liabilities are measured at amortised cost.
NOTE 20 COMMITMENTS
The Company has certain obligations to expend minimum amounts on exploration in tenement areas. These obligations may be varied from time to time and are expected to be fulfilled in the normal course of operations of the Company.
The combined commitments of the Group related to its granted tenement interests are as follows:
|
|
|
|
Location |
Up to 12 Months |
13 Months to 5 Years |
Later Than 5 Years |
|
A$ |
A$ |
A$ |
Solomon Islands |
3,423,452 |
2,242,262 |
- |
Queensland |
1,603,000 |
2,680,000 |
- |
Total |
5,026,452 |
4,922,262 |
- |
|
|
|
|
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 fund the Guadalcanal Venture until at least March 2012, whereupon they achieve the first of their two earn-in stages.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 21 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 2010 A$161,000 was paid or payable to Samuel (2009: A$161,000). These amounts are included in Note 5 (Remuneration of Key Management Personnel). The total amount outstanding at year end is A$44,275 (2009: $68,507).
(iv) On 17 December 2008, the Company entered into an agreement with Samuel Holdings Pty Ltd (an entity associated with Nick Mather) for the provision of a short-term loan of $200,000. Interest was paid by the Company on a monthly basis at the agreed rate of 12%p.a. As at 30 June 2009, the principal amount of $200,000 was outstanding. This loan was discharged in full on 8 July 2009.
(v) 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 2010 A$262,929 was paid or payable to D'Aguilar Gold (2009: A$38,872) for the provision of administration, management and office facilities to the Company during the year. The total amount outstanding at year end was A$102,098 (2009: A$Nil).
(vi) Mr Brian Moller (a Director), is a partner in the Australian firm Hopgood Ganim lawyers. For the year ended 30 June 2010, Hopgood Ganim were paid A$228,931 (2009: A$131,062) 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 A$66,281 (2009: A$102,223).
(vii) 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). A$1 million was repaid on the date of the acquisition, and A$1 million remains payable under a Convertible Note instrument. The Convertible Note bears interest at a rate of 10% p.a. and is repayable in cash on 19 February 2011. Whilst D'Aguilar Gold has the option to convert the A$1 million into fully paid ordinary shares in the Company at their prevailing market price, it has indicated its strong preference for the Note to be repaid in cash. For the year ended 30 June 2010, A$36,413 in interest was payable to D'Aguilar Gold. At 30 June 2010, A$36,413 remained outstanding.
(b) Share and Option transactions of Directors are shown under Notes 5 and 18.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 21 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 21 (a)).
Subsidiaries
The Company has an investment in subsidiaries balance of A$34,746,880 (2009: A$18,374,693). 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 22 SUBSEQUENT EVENTS
On 12 July 2010, the Company issued 33,089,099 shares to investors pursuant to a placement at $0.09, raising a total of A$2,839,145 before costs.
On 22 October 2010, the Company announced that it had successfully raised approximately $24m through the issue of 54,017,153 shares at a price of approximately $0.45 from institutional and private investors. The placement is due to settle following a shareholder's meeting called for 8 November 2010.
NOTE 23 BUSINESS COMBINATIONS
During the 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 21) 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 A$6,118,708.
In accordance with the new revisions to IFRS 3 effective from 1 July 2009, the acquisition-related costs of A$228,034 have been expensed.
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 A$2,228,873 inter-company loan between D'Aguilar Gold Ltd and Central Minerals for the payment of A$2,000,000 as follows:
· A$1,000,000 was paid on 19 February 2010;
· A$1,000,000 is payable on 19 February 2011, pursuant to a Convertible Note arrangement.
The Convertible Note will mature 12 months from the date of issue, bear a 10% coupon rate, and is convertible (at D'Aguilar Gold's option) at the greater of 8p per share, or the prevailing price of Solomon Gold shares at the time of conversion. D'Aguilar Gold has indicated its strong preference for the Note to be repaid in cash. 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 A$4,696,377.
In accordance with the new revisions to IFRS 3 effective from 1 July 2009, the acquisition-related costs of $109,536 incurred in connection with the Central Minerals Pty Ltd transaction have been expensed.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 23 BUSINESS COMBINATIONS (Continued)
The net assets and liabilities of each of the acquisitions were recognised and measured as set out below:
|
Acapulco Mining |
Central Minerals |
Recognised on acquisition |
|
A$ |
A$ |
A$ |
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. 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. 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.
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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.
Koloula PL 02/05
Exploration on Koloula PL 02/05 is still at an early stage and the drill testing of the key targets is not yet complete. 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 Venture during 2009. 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 A$3.98 million is considered to be unimpaired.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 24 ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)
Key sources of estimation uncertainty (continued)
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, 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 A$0.37 million is considered to be unimpaired.
Mbetilonga PL 04/05
This tenement 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. 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 A$4.11 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 A$8.88 million is considered to be unimpaired.
Kuma PL 08/06
Exploration on Kuma 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 A$0.25 million is considered to be unimpaired.
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 A$0.52 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 A$0.04 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. The carrying value of A$1.26 million is considered to be unimpaired.
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2010
NOTE 24 ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)
Key sources of estimation uncertainty (continued)
Acapulco Mining Projects
Acapulco comprises eight granted tenements and three applications. The granted tenements comprise 246 sub-blocks (circa 738km2) and tenements under application comprise 165 sub-blocks (approximately 495km2).
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 2009 and September 2010 a total of 38 holes, equivalent to 4,600m have been drilled on the Acapulco Tenements. Since May 2006 a total of 206 holes, equivalent to 14,820m 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 A$6.4 million is considered to be unimpaired.
Central Minerals Projects
Central comprises 17 granted tenements and five applications. The granted tenements comprise 1,102 sub-blocks (circa 3,306km2) and 231 sub-block (circa 693km2) 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 2009 and September 2010 a total of 109 holes, equivalent to 9,720m have been drilled on the Central Tenements. Since October 2007, a total of 182 holes, equivalent to 16,960m have been drilled on the Tenements.
On the 7 June 2010, Solomon Gold announced an independently calculated Maiden Inferred Mineral Resource at Crunchie. The estimate is 5.6Mt at 1.12g/t equ. Au for 201,648oz of contained equivalent gold (79,219oz Au and 7,921,883oz Ag), based on a 0.20g/t equ. Au minimum 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 compliment the already defined Crunchie Resource. Five known and closely clustered prospects, collectively referred to as 'Central Rannes'; Crunchie, Homestead, Kauffmans, Cracklin Rosie and Porcupine Pie 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 at Brother, Police Camp Creek and Cooper.
The aggregated carrying value of A$7.5 million is considered to be unimpaired.