Interim Results

RNS Number : 2215N

Wishbone Gold PLC

28 September 2012

Wishbone Gold Plc / Index: AIM / Epic: WSBN / Sector: Natural Resources

28 September 2012

Wishbone Gold Plc ('Wishbone Gold' or 'the Company')

Interim Results

Wishbone Gold plc, an exploration and acquisition company focussed on precious metals, is pleased to announce its results for the six month period ended 30 June 2012.

Operational Highlights:

· Progress made towards delivering on strategy to acquire and advance portfolio of highly prospective gold projects

· Existing tenements cover 11,100 hectares in north east Queensland, a proven gold bearing region

· Highly encouraging results of preliminary sampling programmes on Wishbone II and White Mountain licences - confirming the presence of gold mineralisation (results announced post period end)

· Admission to AIM ("Admission") on 16 July 2012

Financial Highlights:

· Gross proceeds of £515,000 (US$802,004) in connection with Admission;

· Raised £420,252 (US$651,390) through Convertible Loan Notes issued immediately prior to Admission, which converted into 30,017,972 new ordinary shares on Admission;

· Conversion of £105,483.87 (US$ 163,500) due under the 2010 Convertible Loan Note into 4,219,355 new ordinary shares on admission to AIM;

Post balance sheet event:

· Application for two additional tenements covering 23,600Ha adjoining the Wishbone II Tenement, Queensland

Executive Chairman's Statement

At the time of Wishbone Gold's admission to AIM in July of this year, we set out in detail our strategy to generate substantial value for shareholders. We said we would acquire, explore and develop precious metals assets, primarily gold, with an initial focus on our existing licences in Queensland, Australia. In the short space of time since our admission, I am delighted to report that real progress has been made at our two existing concessions as well as towards our goal to build and develop a portfolio of projects that are highly prospective for gold mineralisation.

We aim to generate value whilst at the same time minimise risk. As a result, our investment criteria prioritise those projects that are located in proven, historically producing areas. We look for projects where considerable exploration data already exists which we can then leverage further by applying modern evaluation techniques.

At our initial two gold concessions, Wishbone II and White Mountain, both of which are located in previously producing areas of Queensland, Australia, preliminary reconnaissance sampling programmes have been completed. The results are highly encouraging and demonstrate the presence of anomalous metals, including gold, on both tenements, which supports the Board's view that the licence areas are highly prospective. Further sampling combined with ground magnetics will now be carried out at both Wishbone II and White Mountain with the aim of generating drill targets at both concessions.

At the wider portfolio level, earlier this month we announced the application for two additional licences, Wishbone III and IV, located adjacent to Wishbone II in north east Queensland. Wishbone IV covers an area of 20,000 hectares and has an excellent address being located along the same major trend where substantial gold mineralisation at depth was recently discovered by Resolute Mining Ltd at the Welcome Deposit. Here "exceptional first pass diamond drill intercepts" have been produced including drill holes showing 18m @ 3.92g/t gold from a depth of 215m, 19m @ 4.52g/t from a depth of 359m, 113m @ 7.7g/t gold from a depth of 316m and 50m @ 3.87g/t gold from a depth of 298m. These results illustrate the potential for gold mineralisation at Wishbone IV and we intend to closely monitor future developments at the neighbouring Welcome Deposit.

Meanwhile the Wishbone III application covers a further 3,600 hectares and shares a similarly high level of prospectivity as Wishbone IV. Along with widespread surface geochemical anomalies, there are numerous shows of polymetallic mineralisation found throughout both concessions, which, when combined with the favourable age of the rocks and the recent gold discoveries nearby, suggest the likely presence of highly mineralised shear zones within several known intersecting mineralised faults and veins. In addition the two licences are located in a proven area of gold mineralisation and benefit from easy access to major highways.

Subject to these latest applications being successful, Wishbone Gold will have rapidly acquired licences covering a total of 34,700 hectares in an historic, gold bearing region. This is merely the start. The Board is constantly looking to add projects that meet its criteria and complement the Company's existing licences as it works towards building a portfolio of highly attractive gold projects.

Financial Overview

During the period under review, the balance sheet was strengthened by the issue of $651,390 Convertible Loan Notes, which enabled the Company to prepare for the admission to trading on AIM, and which was completed on 16 July 2012 under very difficult market conditions.

We have fully provided for the costs committed to the listing on AIM in the trade and other payables as at 30 June 2012 and have deferred those costs as other receivables. Costs of the listing will be accounted for, along with the receipt of placing proceeds and conversion of debt on admission to AIM in the second half of the year.

Outlook

Wishbone Gold's Board have previously achieved success in a number of natural resources sectors over the years, generating considerable shareholder value in the process. Together, we have an excellent track record in recognising, at an early stage, not only the favourable supply/demand dynamics underpinning a market for a particular commodity, but also the potential for these to be sustained over an extended period of time.

From the outset, the Board of Wishbone Gold has held a highly positive view of the precious metals market, specifically gold. Set against such a favourable pricing backdrop and armed with our experience, global network of contacts and proven track record, the Board is confident we can deliver success for the Company. With the continued support of our shareholders, I believe we are in a strong position from which to build on the excellent start we have made.

Richard Poulden

Chairman

28 September 2012

INTERIM UNAUDITED RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2012

CONSOLIDATED INCOME STATEMENT

		Unaudited Six months ended	Unaudited Six months ended	Unaudited Year ended
		30 June	30 June	31 December
		2012	2011	2011
	Notes	$	$	$
Continuing operations:

Revenue		-	-	-


Exploration costs expensed		(16,215)	(9,893)	(9,893)

Other administrative costs		(57,191)	(31,467)	(91,618)


Total administrative expenses		(73,406)	(41,360)	(101,511)


Operating loss		(73,406)	(41,360)	(101,511)

Finance costs		-	-	-


Loss before taxation		(73,406)	(41,360)	(101,511)

Taxation		-	-	-


Loss for the period		(73,406)	(41,360)	(101,511)


Loss attributable to:
Equity holders of the Company		(73,406)	(41,360)	(101,511)


		(73,406)	(41,360)	(101,511)


Loss per share:
Basic and diluted loss (cents)	2	(0.07)	(0.04)	(0.09)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Unaudited Six months ended	Unaudited Six months ended	Unaudited Year ended
	30 June	30 June	31 December
	2012	2011	2011
	$	$	$

Loss for the period	(73,406)	(41,360)	(101,511)


Other comprehensive income/(loss)
Exchange differences on translating foreign operations	3,014	2,962	1,442



Other comprehensive income/(loss) for the period, net of tax	3,014	2,962	1,442


Total comprehensive income/(loss) for the period	(70,392)	(38,398)	(100,069)



Total comprehensive income/(loss) attributable to:
Equity holders of the Company	(70,392)	(38,398)	(100,069)


	(70,392)	(38,398)	(100,069)

INTERIM UNAUDITED RESULTS AS AT 30 JUNE 2012

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		Unaudited	Unaudited	Unaudited
		30 June	30 June	31 December
		2012	2011	2011
ASSETS	Notes	$	$	$
Non-current assets
Intangible assets	3	173,259	87,353	114,935


		173,259	87,353	114,935

Current assets
Trade and other receivables		869,839	491	26,095
Cash and cash equivalents		366,504	43,642	12,008


		1,236,343	44,133	38,103


TOTAL ASSETS		1,409,602	131,486	153,038


EQUITY AND LIABILITIES
Equity attributable to equity holders of the Company
Share capital	4	175,229	175,229	175,229
Retained earnings		(189,690)	(56,133)	(116,284)
Foreign exchange reserve		5,748	4,254	2,734


Equity attributable to shareholders of the Company		(8,713)	123,350	61,679



Total equity		(8,713)	123,350	61,679


Non-current liabilities
Deferred tax liability		-	-	-

Current liabilities
Borrowings Trade and other payables		620,390 797,925	8,136 -	36,000 55,359


Total liabilities		1,418,315	8,136	91,359


TOTAL EQUITY AND LIABILITIES		1,409,602	131,486	153,038

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Share capital	Retained loss	Foreign exchange reserve	Total equity
	$	$	$	$
At 1 January 2011	175,229	(14,773)	1,292	161,748
Loss for the period	-	(41,360)	-	(41,360)
Foreign exchange differences on translation of foreign operations	- ___________	- ___________	2,962 ___________	2,962 ___________
Total comprehensive income for the period	-	(41,360)	2,962	(38,398)
	___________	___________	___________	___________
At 30 June 2011	175,229	(56,133)	4,254	123,350


Loss for the period Foreign exchange differences on translation of foreign operations Total comprehensive income for the period	- - ___________ - __________	(60,151) - ___________ (60,151) __________	- (1,520) ___________ (1,520) __________	(60,151) (1,520) ___________ (61,671) ___________

At 31 December 2011	175,229	(116,284)	2,734	61,679
	___________	____________	___________	___________

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share capital

Retained earnings

Foreign

exchange

reserve

Total

equity

At 31 December 2011

175,229

(116,284)

2,734

61,679

Loss for the period

(73,406)

Foreign exchange differences on translation of foreign operations

________

______

3,014

________

3,014

_______

Total comprehensive income for the period

(73,406)

3,014

(70,392)

________

_______

__________

At 30 June 2012

175,229

________

(189,690)

_______

5,748

_______

(8,713)

_ ________

Foreign exchange reserve records exchanges differences which arise on translation of foreign operations with a functional currency other than US Dollars.

CONSOLIDATED STATEMENT OF CASH FLOWS

		Unaudited Six months ended	Unaudited Six months ended	Unaudited Year ended
		30 June	30 June	31 December
		2012	2011	2011
	Notes	$	$	$

Cash outflow from operating activities	5	(171,570)	(68,613)	(108,665)


Cash flow from investing activities
Purchase of intangible assets		(58,324)	-	(27,582)


Net cash generated from/(used in) investing activities		(58,234)	-	(27,582)


Cash flow from financing activities
Increase in borrowings		584,390	-	36,000


Net cash generated from financing activities		584,390	-	36,000


Net increase/(decrease) in cash and cash equivalents		354,496	(68,613)	(100,247)

Cash and cash equivalents at beginning of the period		12,008	112,255	112,255


Cash and cash equivalents at end of the period		366,504	43,642	12,008

NOTES TO THE UNAUDITED INTERIM FINANCIAL INFORMATION

1 Basis of preparation

The interim financial information in this report has been prepared using accounting policies consistent with IFRS as adopted by the European Union. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an ongoing process of review and endorsement by the European Commission. The financial information has been prepared on the basis of IFRS that the Directors expect to be adopted by the European Union and applicable to the Group as at 31 December 2012.

The accounting policies applied are consistent with those of the consolidated financial information for the Group for the year ended 31 December 2011 set out in the Company's AIM admission document.

The operations of Wishbone Gold plc are not affected by seasonal variations.

The directors do not recommend the payment of a dividend (30 June 2011: Nil).

Non-statutory accounts

The financial information for the six months ended 30 June 2012 set out in this interim report does not comprise the Group's statutory accounts.

Unaudited consolidated financial information for the year ended 31 December 2011 has been extracted from the consolidated non-statutory financial information on the Group for the year then ended, set out in Part V of the Company's AIM admission document. Abridged accounts for the Company have been filed in Gibraltar.

The financial information for the six months ended 30 June 2011 and 30 June 2012 is unaudited.

Segmental Analysis

Management has determined the operating segments by considering the business from both a geographic and product perspective. For management purposes, the Group is currently organised into one operating division; resource evaluation. This division is the business segment for which the Group reports its segment information internally to the Board of Directors. The Group's operations are predominantly in Australia.

2	Loss per share

	Basic loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the average number of ordinary shares outstanding during the period. Given the loss for the six months ended 30 June 2012 and 2011 and the year ended 31 December 2011, the share options are not taken into account when determining the weighted average number of ordinary shares in issue during the period and therefore the basic and diluted earnings per share are the same.
			Unaudited Six months ended		Unaudited Six months ended		Unaudited Year ended
			30 June		30 June		31 December
			2012		2011		2011
	Loss		$		$		$

	Loss for the purposes of basic earnings per share being net loss attributable to equity shareholders of the parent		(73,406)		(41,360)		(101,511)


	Loss for the purpose of diluted earnings per share	(73,406)		(41,360)		(101,511)


	Number of shares		Number		Number		Number

	Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share		111,000,000		111,000,000		111,000,000

	Loss per share
	Basic and diluted loss per share (cents)		(0.07)		(0.04)		(0.09)

Diluted loss per share is not presented as the inclusion of unexercised share options would be anti-dilutive.

3	Intangible fixed assets	Exploration costs and rights
		$
	Cost
	At 1 January 2011	87,353
	Additions	-


	At 30 June 2011	87,353
	Additions	27,582


	At 31 December 2011	114,935
	Additions	58,324


	At 30 June 2012	173,259


	Net book value

	30 June 2012	173,259


	30 June 2011	87,353


	31 December 2011	114,935

4	Share capital	Unaudited Six months ended	Unaudited Six months ended	Unaudited Year ended
		30 June	30 June	31 December
		2012	2011	2011
		$	$	$
	Share capital
	1,000,000,000 (31 December 2011: 1,000,000,000 and 30 June 2011: 1,000,000,000) ordinary shares at £0.001 each (US$0.0016)	1,600,000	1,600,000	1,600,000


	Allotted called up and fully paid
	111,000,000 (31 December 2011: 111,000,000 and 30 June 2011: 111,000,000) ordinary shares at £0.001 each (US$0.0016)	175,229	175,229	175,229

			On 25 June 2012 pursuant to the Placing, the Company allotted 25,750,000 new ordinary shares of £0.001 (US$0.0016) each conditional on admission to the AIM market of the London Stock Exchange ("AIM"). On 25 June 2012 the Company established a share option scheme as an important means of retaining, attracting and motivating employees, consultants and professional advisors to the Group. The total options that may be granted will not exceed 15% of the issued share capital of the Company from time to time and the exercise price will be the then prevailing market price at the date of grant. The Directors have not granted any options as at the date of the publication of these interim accounts. On 25 June 2012 the Company granted warrants to the Shore Capital Group in respect of 1,709,873 ordinary shares of £0.001 (US$0.0016) per share, exercisable at a price of 2p per share at any time over a five year period. On 27 June 2012 the Company by a deed poll constituted up to US$4 million in nominal amount of interest free, unsecured convertible loan notes in the capital of the Company. Such loan notes to automatically convert into new ordinary shares in the capital of the Company at a discount of 30 per cent to the placing price on admission to AIM. The Company issued £420,252 (US$651,390) in nominal amount of convertible loan notes, which automatically converted into 30,017,972 new ordinary shares of £0.001 (US$0.0016) on 16 July 2012 on admission to AIM.
5			Cash outflows from operating activities	Unaudited Six months ended	Unaudited Six months ended	Unaudited Year ended
				30 June	30 June	31 December
				2012	2011	2011
				$	$	$

			Loss before tax	(73,406)	(41,360)	(101,511)
			Foreign Exchange effect Impairment	3,014 -	2,962 -	1,442 -


			Operating cash flow before changes in working capital	(70,392)	(38,398)	(100,069)

			(Increase)/decrease in receivables	(843,742)	(367)	(25,971)
			Increase/(Decrease) in payables	742,564	(29,848)	17,375


			Net cash outflow from operating activities	(171,570)	(68,613)	(108,665)

6			Related party transactions
			On 18 April 2012 George Cardona, a director, paid US$150,000 to the Company for interest free Convertible Loan Notes that were convertible on admission to AIM at a discount of 30% of the placing price. On 19 April 2012 Jonathan Harrison, a director, paid US$75,000 to the Company for interest free Convertible Loan Notes that were convertible on admission to AIM at a discount of 30% of the placing price.
	7	Events after the reporting period
		On 10 July 2012 the Company entered into a placing agreement with Shore Capital and Corporate Limited to procure subscribers for the placing for a fee of 5% of the value of the placing shares allotted and 1% of the value of the placing shares allotted where the relevant placees were introduced by the Company. On 10 July 2012 the Company entered into an agreement with Shore Capital and Corporate Limited to act as Nominated Advisor and Broker to the Company for an annual fee of £40,000 together with out of pocket expenses for a minimum period of 12 months. The agreement is subject to termination on three months' notice by either party at any time after the initial 12 months period. On 10 July 2012, the £105,483.87 Convertible Loan Note issued by the Company on 1 December 2010 to Black Swan Plc, of which Richard Poulden is a Director, converted to 4,219,355 new ordinary shares of £0.001 (US$0.0016) at the price of 2.5p per share (US$0.0311). Convertible Loan Notes for a total of US$651,390 issued under the Convertible Loan Note Deed Poll which conditional on Admission, converted to 30,017,972 new ordinary shares at a discount of 30 per cent to the Placing price of 2p per share (US$0.0311) on 16 July 2012 on admission to AIM. This included Convertible Loan Notes issued to George Cardona for US$150,000 and Jonathan Harrison for US$75,000, both of whom are Directors of the Company. On 16 July 2012, the Company listed on AIM and raised £515,000(US$802,004) through a placing at a price of 2p (US$0.0311) per new ordinary share and issued 25,750,000 new ordinary shares.

8	Distribution of the Interim Report
	Copies of this announcement may be obtained from the Company Secretary at the registered office: 57/63 Line Wall Road. Po Box 199 Gibraltar. In addition, an electronic version will be available on the Company's website - www.wishbonegoldplc.com