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Templar Minerals Ltd (TMP)

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Tuesday 30 September, 2008

Templar Minerals Ltd

Final Results

RNS Number : 6940E
Templar Minerals Limited
30 September 2008
 




For Immediate Release

30 September 2008


TEMPLAR MINERALS LTD

("TEMPLAR" OR THE "COMPANY")

FINAL AUDITED RESULTS FOR THE PERIOD ENDED 31 MARCH 2008


The Board of Templara gold and base metal exploration, mining and investment company with gold and base metals projects in Fiji and Georgia, is pleased to announce its final audited results for the period ended 31 March 2008.


SUMMARY

GEORGIA

  • Investment of $2m in the Adjara Gold and Base Metals Project from Gatward Limited.

  • Results obtained to date at the Vaio deposit (one of nine target orebodies) have been especially encouraging and give confidence in the reliability of the Non-JORC compliant Russian resource.

  • Operations recently suspended due to recent conflict in region.

FIJI

  • Initial investment of $9.132m in Vatukoula Gold Mines plc ("VGM" and formerly known as River Diamonds plc).

  • VGM is the world's longest continually operating high-grade mines.

  • The mining recommenced in late 2007 and after a one-year care the first gold pour after recommissioning took place on 19 May 2008.

  • Further investment of $17.2 million under negotiations to extend settlement.


A commitment to growth remains at the heart of the Company's strategy to create value and the board continues to review potential investment and acquisition opportunities.


Copies of the Report and Accounts for the period ended 31 March 2008 have been sent to shareholders today and will be available for a period of one month, free of charge, from the Company's address: Building 1, 31 Impala Road, Chislehurston, Sandton , Johannesburg, South Africa2196 and can also be viewed and downloaded from the Company's website: www.templar-minerals.com



Contact


Templar Minerals

David Lenigas



Beaumont Cornish

Roland Cornish

Rosalind Hill Abrahams

Tel: +44 (0) 20 7016 5100




Tel: +44 (0) 20 7628 3396








Chairman's Statement


The Company's first Annual Report in respect of the period ended 31 March 2008 has been sent to shareholders today. When the Company achieved its listing on the Alternative Investment Market, on 11 May 2007, the stated objective was immediately to start evaluating promising acquisition and investment opportunities. The first two acquisitions were concluded in the first year.


Georgia

In September 2007, Templar Minerals paid US$2 million and issued 25 million shares in the Company in order to acquire a 90% interest in the Adjara Gold and Base Metals Project (Georgia) from Gatward Limited.


The Adjara Gold and Base Metals Project, is a large and relatively unexplored brown- and greenfield target in an area of historical gold and base metal mining. The project contains numerous exploration adits and a historical sampling database, and incorporates a total licence area of 100.4 square kilometres in a large unexplored region. 


Initial exploration sample results at Adjaria returned very encouraging gold values and together with the substantial body of information available from the Soviet era it is clear that the Project has the potential to become a significant minable gold resource.


Results obtained to date at the Vaio deposit (one of nine target orebodies) have been especially encouraging and give us confidence in the reliability of the Non-JORC compliant Russian resource estimates derived from work previously undertaken, which include significant reserves of gold, silver, lead, copper and zinc.  


The Company recently suspended operations at the Adjara Project due to the recent conflict in the region. In recent weeks, the international community has rallied to support Georgia to help stabilise the political, and economic situation. The measures taken could help to restore stability and ensure he right conditions for foreign direct investment. Templar Minerals will monitor the changing situation and endeavour to recommence operations when deemed appropriate.


Fiji

In October 2007, the Company acquired 285 million shares for $9.132 million in Vatukoula Gold Mines plc ("VGM" and formerly known as River Diamonds plc), whose main asset at the time was a 19% interest in the Vatukoula (Emperor) Gold Mine (Fiji). VGM's interest in Vatukoula rose to 100% ownership in April 2008. With effect from 1 April 2008, the Company subsequently acquired a further 143.29 million shares in VGM at 6p (an acquisition cost of approximately $17.2 million). The Company is currently in negotiations with the sellers (Viso Gero Global Inc) to extend settlement until 31 March 2009 against security of such number of shares in VGM whose current market value is equivalent to the acquisition cost plus deferment costs of US$1.74 million. 


The Vatukoula Gold Mine is one of the world's longest continually operating high-grade mines and, to date, has produced more than seven million ounces. Mining recommenced in late 2007 after a one-year care and maintenance period, and the first gold pour after recommissioning took place on 19 May 2008.


The Board of Directors is pleased with the progress being made at the Vatukoula Gold Mine. Initial obstacles have now been resolved and the mine is now well positioned to achieve significantly improved gold production rates over the coming year.


Achieving gold production is the culmination of a lot of dedicated work by the VGM team, which has now bedded down the entire process into steady-state operations. The Vatukoula Gold Mine has a long and impressive production history, yet exploration has been significantly underfunded over the past decade. The recommencement of exploration drilling at the Vatukoula Deep and surrounding areas will focus on increasing reserves and resources at the mine and continuing Vatukoula's success.


Outlook

A commitment to growth remains at the heart of our strategy to create value and your board continues to review potential investment and acquisition opportunities. As no substantial acquisition (as determined under the AIM Rules for companies) has been made since Templar Minerals was admitted to AIM, your board will seek consent of the shareholders at the next annual general meeting for the renewal of its investment strategy as set out in its admission document.


David Lenigas

Chairman

30 September 2008


 


Group Audited Income Statement 
for the period
 ended 31 March 2008




Period 2 April 2007 to 31 March 2008

Notes


$ 000's





Revenue



-





Administrative expenses



(1,776)

Share of associates results

12


(232)

Share options expensed

7, 17


(487)

Group operating loss

3


(2,495)





Interest receivable

9


541

Loss before taxation

2


(1,954)





Income tax expense

5


-

Loss for the financial period



(1,954)





Retained loss for the period attributable to: 




Equity holders of the parent Company



(1,896)

Minority interest



(58)





Loss per share  (US cents)




Basic 

8


(0.46)

Diluted 

8


(0.46)





All of the operations are considered to be continuing.




Group Audited Balance Sheet
a
s at 31 March 2008





 31 March 2008


Note



$ 000's

$ 000's

ASSETS






Non-current assets






 Intangible assets

10



5,242


Tangible assets

11



77


Interest in associates

12



8,900


Total non-current assets





14,219







Current assets






Trade and other receivables

14



1,805

Cash and cash equivalents




2,325

Total current assets





4,130

TOTAL ASSETS





18,349







LIABILITIES






Current liabilities






Trade and other payables

15



(298)

TOTAL LIABILITIES





(298)

NET ASSETS





18,051







EQUITY






Called-up share capital

16



-

Share premium 




19,913

Share based payments reserve

17



484

Foreign exchange reserve




(50)


Retained earnings




(1,896)


EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT





18,451

Minority interest





(400)

TOTAL EQUITY





18,051

Company Audited Balance Sheet
a
s at 31 March 2008





 31 March 2008


Notes






$ 000's

$ 000's

ASSETS






Non-current assets






Investment in subsidiaries

13



2


Interest in associates

12



8,900


Trade and other receivables

14



6,529


Total non-current assets





15,431







Current assets






Trade and other receivables

14



1,604

Cash and cash equivalents




2,247

Total Current Assets





3,851

TOTAL ASSETS





19,282







LIABILITIES






Current Liabilities






Trade and other payables

15



(251)

TOTAL LIABILITIES





(251)

NET ASSETS





19,031







EQUITY






Called-up share capital

16



-

Share premium 




19,913

Share based payments reserve

17



484

Foreign exchange reserve




7


Retained earnings

25



(1,373)








TOTAL EQUITY





19,031

These financial statements were approved by the Board of Directors on 30 September 2008 and signed on its behalf by:


David Lenigas

Gordon Cassidy

Director

Director



Group Audited Cash Flow Statement
for the period
 ended 31 March 2008





For the period ended 31 March 2008


Notes


$ 000's

Cash flows from operating activities




Operating Loss



(2,495)

(Increase) in trade and other receivables



(1,805)

Increase in trade and other payables



298

Foreign exchange translation 



(22)

Share of associates results



232

Share options expensed



487

Depreciation 



36

Net cash outflow from operating activities



(3,269)





Cash flows from investing activities




Interest Received



541

Investment in associate



(9,132)

Payments to acquire intangible assets



(2,971)

Payments to acquire tangible assets



(113)

Net cash outflow from in investing activities



(11,675)





Acquisitions and disposals




Payments to acquire subsidiaries



(2)

Net cash outflow from acquisitions and disposals



(2)





Cash flows from financing activities




Issue of ordinary share capital



18,430

Share issue costs



(1,159)

Net cash inflow from financing activities



17,271





Net increase in cash and cash equivalents



2,325

Cash and cash equivalents at beginning of period



-

Cash and cash equivalents at end of period

18


2,325





Company Audited Cash Flow Statement
for the period
 ended 31 March 2008





For the period ended 31 March 2008


Notes


$ 000's

Cash flows from operating activities




Operating Loss



(1,981)

(Increase) in trade and other receivables



(1,604)

Increase in trade and other payables



251

Share of associates results



232

Share options expensed



487

Net cash outflow from operating activities



(2,615)





Cash flows from investing activities




Interest Received



608

Investment in associate



(9,132)

Loans to subsidiaries



(3,883)

Net cash outflow from in investing activities



(12,407)





Acquisitions and disposals




Payments to acquire subsidiaries



(2)

Net cash outflow from acquisitions and disposals



(2)





Cash flows from financing activities




Issue of ordinary share capital



18,430

Share issue costs



(1,159)

Net cash inflow from financing activities



17,271





Net increase in cash and cash equivalents



2,247

Cash and cash equivalents at beginning of period



-

Cash and cash equivalents at end of period

18


2,247







Statement of Changes in Equity 
For the period ended 31 March 2008




Called up share capital

Share premium reserve

Available for sale investment reserve

Foreign currency translation reserve

Share based payment reserve

Retained earnings

Total equity

Minority interest

Total equity

Group


$ 000's

$ 000's

$ 000's

$ 000's

$ 000's

$ 000's

$ 000's

$ 000's

$ 000's

As at 2 April 2007 

-

-

-

-

-

-

-

-

-

Loss for the period

-

-


-

-

(1,896)

(1,896)

(58)

(1,954)

Currency translation differences

-

-


(50)

-

-

(50)

-

(50)

Total recognised income and expense

-

-


(50)

-

(1,896)

(1,946)

(58)

(2,004)











Share capital issued

-

21,102


-

-

-

21,102

-

21,102

Cost of share issue

-

(1,189)


-

-

-

(1,189)

-

(1,189)

Acquisition of subsidiary

-

-


-

-

-

-

(342)

(342)

Share based payments

-

-


-

484

-

484

-

484











As at 31 March 2008

-

19,913


(50)

484

(1,896)

18,451

(400)

18,051

Statement of Changes in Equity continued
For the period ended 31 March 2008



Called up share capital

Share premium reserve

Foreign exchange reserve

Share based payment reserve

Retained earnings

Total equity

Company

$ 000's

$ 000's

$ 000's

$ 000's

$ 000's

$ 000's

As at 2 April 2007

-

-

-

-

-

-

Loss for the year

-

-

-

-

(1,373)

(1,373)

Currency translation differences

-

-

7

-

-

7

Total recognised income and expense

-

-

7

-

(1,373)

(1,366)








Share capital issued

-

21,102

-

-

-

21,102

Cost of share issue

-

(1,189)

-

-

-

(1,189)

Share based payments

-

-

-

484

-

484








As at 31 March 2008

-

19,913

7

484

(1,373)

19,031



Notes to the Financial Statements
f
or the period ended 31 March 2008



The preliminary announcement of the results for the period ended 31 March 2008 is an excerpt from the 2008 Annual Report and Accounts on which the Auditors have given an unqualified audit opinion.



1

Summary of Significant Accounting Policies

(a)

Authorisation of financial statements



The Group financial statements of Templar Minerals Ltd for the period ended 31 March 2008 were authorised for issue by the Board on 30 September 2008 and the balance sheets signed on the Board's behalf by David Lenigas and Gordon CassidyThe Company was registered in British Virgin Islands having been incorporated on 2nd April 2007 under the BVI Business Companies Act 2004 with registered number 1396532.  The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange.


(b)

Statement of compliance with IFRS


The Group's and Company's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The principal accounting policies adopted by the Group and Company are set out below.


Adoption of standards and interpretations


As at the date of authorisation of these financial statements, there were Standards and Interpretations that were in issue but are not yet effective and have not been applied in these financial statements. The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the group or company, except for additional disclosures when the relevant Standards come into effect.



(c)

Basis of preparation


The consolidated financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis.


The financial report is presented in US dollars and all values are rounded to the nearest thousand dollars ($'000) unless otherwise stated.


(d)

Basis of consolidation


The consolidated financial information incorporates the results of the Company and its subsidiaries (the "Group") using the purchase method. In the consolidated balance sheet, the acquiree's identifiable assets, liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which control is obtained. Inter-company transactions and balances between Group companies are eliminated in full. 



Minority interests represent the portion of profit or loss and net assets in subsidiaries that are not held by the Group and are presented separately in the income statement and within equity in the consolidated balance sheet.


(e)

Business combinations





The acquisition of subsidiaries in a business combination is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 'Non Current Assets Held for Sale and Discontinued Operations', which are recognised and measured at fair value less costs to sell.


Where there is a difference between the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities and the cost of the business combination, any excess cost is recognised in the balance sheet as goodwill and any excess net fair value is recognised immediately in the income statement as negative goodwill on acquisition of subsidiary.


The interest of minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.


(f)

Interest in associates





An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through participation in the financial and operating policy decisions of the investee. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. 


The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting except when classified as held for sale. Investments in associates are carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group's share of the net assets of the associates, less any impairment in the value of individual investments. Losses of the associates in excess of the Group's interest in those associates are not recognised unless the Group has an obligation to fund such losses.


Where a Group company transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group's interest in the relevant associate. Losses may provide evidence of an impairment of the asset transferred in which case appropriate provision is made for impairment.


(g)

Revenue






The Group had no revenue during the period ending 31 March 2008.


(h)

Foreign currencies





The Company's functional currency is Sterling (£). Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. As at the reporting date the assets and liabilities of these subsidiaries are translated into the presentation currency of Templar Minerals Ltd, which is US Dollar ($), at the rate of exchange ruling at the balance sheet date and their income statements are translated at the average exchange rate for the year. The exchange differences arising on the translation are taken directly to a separate component of equity. 


All other differences are taken to the income statement with the exception of differences on foreign currency borrowings, which, to the extent that they are used to finance or provide a hedge against foreign equity investments, are taken directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves.



(i

Goodwill and intangible assets


Intangible assets are recorded at cost less eventual amortisation and provision for impairment in value. Goodwill on consolidation is capitalised and shown within fixed assets. Positive goodwill is subject to an annual impairment review, and negative goodwill is immediately written-off to the income statement when it arises.

(j)

Exploration and development costs


Exploration and development costs are carried forward in respect of areas of interest where the consolidated entity's rights to tenure are current and where these costs are expected to be recouped through successful development and exploration, or by sale. Alternatively, these costs are carried forward while active and significant operations are continuing in relation to the areas of interest and it is too early to make reasonable assessment of the existence or otherwise of economically recoverable reserves. When the area of interest is abandoned, exploration and evaluation costs previously capitalised are written off to the Income Statement.



In accordance with the full cost method, all costs associated with mining development and investment are capitalised on a project-by-project basis pending determination of the feasibility of the project. Costs incurred include appropriate technical and administrative expenses but not general overheads. If a mining development project is successful, the related expenditures will be written-off over the estimated life of the commercial ore reserves on a unit of production basis. Impairment reviews will be carried out regularly by the Directors of the Company. Where a project is abandoned, or is considered to be of no further commercial value to the Company, the related costs will be written off.


The recoverability of deferred mining costs and mining interests is dependent upon the discovery of economically recoverable reserves, the ability of the Group to obtain necessary financing to complete the development of reserves and future profitable production or proceeds from the disposition of recoverable reserves.

(k)

Significant accounting judgments, estimates and assumptions



(i) Significant accounting estimates and assumptions


The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: 


(ii) Impairment of goodwill and intangibles with indefinite useful lives


The Group determines whether goodwill and intangibles with indefinite useful lives are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units to which the goodwill and intangibles with indefinite useful lives are allocated. 


(iii) Share-based payment transactions


The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model.



(l)

Finance costs/revenue


Borrowing costs are recognised as an expense when incurred.




Finance revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.


(m)

Cash and cash equivalents


Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.


For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(n)

Trade and other receivables


Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. 








An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.







(o)

Investments


Investments in subsidiary undertakings are stated at cost less any provision for impairment in value, prior to their elimination on consolidation.


(p)

Financial instruments





The Group's financial instruments, other than its investments, comprise cash and items arising directly from its operation such as trade debtors and trade creditors. The Group has overseas subsidiaries in BVI, and Georgia whose expenses are denominated in US Dollars, and Georgian Lari respectively. Market price risk is inherent in the Group's activities and is accepted as such.

 


There is no material difference between the book value and fair value of the Group's cash.







(q)

Deferred taxation





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 tax computations, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.


Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case it is also dealt with in equity.

(r)

Available for sale investment reserve




This reserve is used to record the post-tax fair value movements in available for sale investments. 

(s)

Share Based payments Reserve


This reserve is used to record the value of equity benefits provided to employees and directors as part of their remuneration and provided to consultants and advisors hired by the Group from time to time as part of the consideration paid.


(t)

Foreign Currency Translation Reserve


The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

(u)

Property, plant and equipment


Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Land is measured at fair value less any impairment losses recognised after the date of revaluation. 

Depreciation is provided on all tangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

Plant and Equipment - between 5% and 25%

All assets are subject to annual impairment reviews.


(v)

Impairment of assets


The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. 

 


In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).



An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Income Statement unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.


(w)

Trade and other payables


Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. 







(x)

Provisions






Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.


When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. 


(y)

Share-based payment transactions 


(i) Equity settled transactions:


The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).  


The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black-Scholes model.


In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Templar Minerals Ltd (market conditions) if applicable.


The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).


The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.


No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.


If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.




If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.


The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 6).


 (z)

Earnings per share


Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.


Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:


• costs of servicing equity (other than dividends) and preference share dividends;


• the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and


• other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.




2

Revenue and segmental analysis





The Group has not commenced production and therefore recorded no revenue.




The analysis of the operating loss before taxation and the net assets employed by geographical segment of operations is shown below;








By geographical area






2008




UK/BVI

Georgia

Total






$ 000's

$ 000's

$ 000's


Result








Operating loss




(1,983)

(512)

(2,495)


Investment revenue




541

-

541


Loss before & after tax






(1,954)










Other information








Depreciation and impairment




-

36

36


Capital additions




-

5,355

5,355










Assets








Segment assets




8,900

5,319

14,219


Financial assets




1,604

201

1,805


Cash






2,325


Consolidated total assets






18,349


Liabilities








Segment liabilities




-

-

-


Financial liabilities




252

46

298


Consolidated total liabilities






298












3

Operating loss










2008


Operating loss is arrived at after charging:




$ 000's








Auditors' remuneration - audit 




84


Auditors' remuneration - non audit services (accounting advice) 



6


Directors' emoluments - fees and salaries



354


Directors' emoluments - share based payments



475


Foreign exchange gain



(22)


Depreciation




36


Auditors remuneration for audit services above includes $24,000 charges by PWC (Georgia), relating to the audit of the subsidiary companies.






4

Employee information


2008


Staff Costs comprised:


$ 000's


Wages and salaries


461








Number


Administration


5









5

Taxation


2008


Analysis of charge in period


$ 000's


Tax on ordinary activities


-






No taxation has been provided due to losses in the year.








The British Virgin Islands under the IBC imposes no corporate taxes or capital gains. However the Company as a group may be liable for taxes in the jurisdictions where it is developing mining properties.






No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against which they can be recovered.



6

Dividends




No dividends were paid or proposed by the Directors.  


7

Directors' emoluments

 

 








2008






$ 000's


Directors' remuneration




829








2008






 

Directors Fees

Consultancy Fees

Shares/

Options

Total



$ 000's

$ 000's

$ 000's

$ 000's


Executive Directors






David Lenigas

20

-

72

92


Gordon Cassidy (#)

8

5

7

20


Paul Courtage (#)

28

32

7

67








Non-Executive Directors






Neil Herbert

20

68

117

205


John Stalker (*)

20

127

117

264


Graham Mascall

20

-

83

103


Guy Elliott (#)

6

-

72

78


 

122

232

475

829



(*): Consulting services provided by Promaco Ltd.




(#): These Directors were not employed during the full financial year.




No pension benefits are provided for any Director.





8

Loss per share




The Loss for the period attributed to shareholders is $1.896 million.


This is divided by the weighted average number of Ordinary shares outstanding calculated to be 409.3million to give a basic loss per share of 0.46 cents.


As inclusion of the potential Ordinary shares would result in a decrease in the loss per share they are considered to be anti-dilutive, as such, a diluted earnings per share is not included.





9

Finance revenue


2008





$ 000's


Bank interest receivable


541





10

Intangible assets 




Group


$ 000's






Cost




At 2 April 2007


-


Additions


5,242






As at 31 March 2008


5,242






Impairment




At 2 April 2007


-


Impairment charge


-






At 31 March 2008


-






Net book value




At 31 March 2008


5,242






The cost is analysed as follows;


2008


 


$ 000's


Deferred exploration expenditure


236


Mining licences


5,006




5,242


Impairment Review




At 31 March 2008, the Directors have carried out an impairment review and concluded no impairment provision is currently required.




11

Tangible assets


Group










Property, plant & equipment 

Total




$ 000's

$ 000's


Cost





As at 2 April 2007


-

-


Additions


113

113


As at 31 March 2008


113

113







Depreciation and Impairment





As at 2 April 2007


-

-


Depreciation charge for the year


36

36


Impairment charge for the year


-

-


As at 31 March 2008


36

36







Net Book Value





As at 31 March 2008


77

77







Impairment Review




At 31 March 2008, the Directors have carried out an impairment review and concluded no impairment charge was required.





12

Interest in associates




$ 000's


Group and Company




At 2 April 2007


-


Investments in associates - cash purchases


9,132


Share of associates loss for the period


(232)


As at 31 March 2008


8,900










The breakdown of the carrying values and fair values at the balance sheet date of the Group's interest in listed associates is as follows:



Carrying Value

Fair Value



$ 000's

$ 000's


Vatukoula Gold Mines plc

8,900

24,438






Subsequent to 31 March 2008 the market value of the investment in Vatukoula Gold Mines Plc, has decreased substantially. It is considered that this decrease is a subsequent event that does not require adjustment at 31 March 2008. The market value was $9,206,760 at 24 September 2008.






Details of the Group and Company's associates at 31 March 2008 are as follows:


Name

Place of Incorporation

Proportion held

Date associate interest acquired

Reporting Date of associate

Principal activities


Vatukoula Gold Mines Plc

UK

25.80%

11/10/07

29/02/08

Gold mining







13

Investment in subsidiaries







Shares in Group undertakings    

$ 000's


Company




Cost




At 2 April 2007


-


Additions


2


As at 31 March 2008


2







The parent company of the Group holds more than 20% of the share capital of the following  subsidiary companies:


Company

Country of Registration

Proportion held


Nature of business

Direct




Templar Georgia Ltd

BVI

100%

Holding Company





Indirect 




Via Templar Georgia Ltd 




Goldencrest Enterprises Ltd

BVI

90%

Holding Company





Via Goldencrest Enterprises Ltd 




Metalon Georgia LLC

Georgia

100%

Mineral Exploration






14

Trade and other receivables


2008





Group

$ 000's

Company

$ 000's


Current trade and other receivables






Other debtors



1,793

1,595


Prepayments



12

9


Total



1,805

1,604



Non Current trade and other receivables







Loans due from subsidiaries



-

6,529



The loans from subsidiaries are interest free and have no fixed repayment date.


15

Trade and other payables


2008


 



Group

Company





$ 000's

$ 000's


Current trade and other payables:






Accruals



298

251








16

Share capital











Authorised




$ 000's


Unlimited Ordinary shares of no par value

 

-






Called up, allotted, issued and fully paid 

Number of shares


Nominal value 

000's

Incorporation 

1

-

20 April 2007 for cash at 0.0437p per share

239,999,999

-

4 May 2007 for cash at 5p per share

182,750,000

-

11 May 2007 for non-cash consideration at 5p per share

300,000

-

7 September 2007 for non-cash consideration at 5.3p per share

25,000,000



As at 31 March 2008

448,050,000

-




Total share options in issue


During the period ended 31 March 2008, the company granted 43,450,000 options over ordinary shares. 


As at 31 March 2008 the unexercised options in issue were;


Exercise Price

Expiry Date

Options in Issue

31 March 2008

5p

4 May 2012

10,000,000

4.13p

4 January 2018

33,450,000






43,450,000


No options or warrants lapsed or were cancelled and no options or warrants were exercised during the period to 31 March 2008


17

Share Based Payments


Under IFRS 2 'Share Based Payments', the Company determines the fair value of options issued to Directors and Employees as remuneration and recognises the amount as an expense in the income statement with a corresponding increase in equity.

Name

Date Granted

Date Vested

Number

Exercise Price (pence)

Expiry Date


David Lenigas

4 May 2007

4 May 2007

2,000,000

5

4 May 2012

John Stalker

4 May 2007

4 May 2007

2,000,000

5

4 May 2012

Neil Herbert

4 May 2007

4 May 2007

2,000,000

5

4 May 2012

Guy Elliot

4 May 2007

4 May 2007

2,000,000

5

4 May 2012

Graham Mascall

4 May 2007

4 May 2007

2,000,000

5

4 May 2012

John Stalker

4 January 2008

See 1 below

12,000,000

4.13

4 January 2018

Graham Mascall

4 January 2008

See 1 below

3,000,000

4.13

4 January 2018

Neil Herbert

4 January 2008

See 1 below

12,000,000

4.13

4 January 2018

Paul Courtnage

4 January 2008

See 1 below

2,000,000

4.13

4 January 2018

Gordon Cassidy

4 January 2008

See 1 below

2,000,000

4.13

4 January 2018

Employees & Consultants

4 January 2008

See 1 below

2,450,000

4.13

4 January 2018

Totals



43,450,000




The fair value of the options at grant date has been calculated as follows;

  • Options granted 4 May 2007, 1.8pence per share

  • Options granted 4 January 2008, 2.2pence per share


1. The above share options vest equally over a 3 year period from the date of grant. The options are exercisable at any time after vesting during the Directors period as an eligible employee until the tenth anniversary of grant.


The fair value of the options granted during the period ended 31 March 2008 amounted to $0.484million. The assessed fair value at grant date is determined using the Black-Scholes Model that takes into account the exercise price, the term of the option, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.

 

The following table lists the inputs to the models used for the period ended 31 March 2008:

 



4 January 2008 issue

4 May 2007 issue

Dividend Yield (%)


-

-

Expected Volatility (%)


65.0

59.4

Risk-free interest rate (%)


5.0

4.8

Share price at grant date (£)


0.03

0.06

The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may, not necessarily be the actual outcome. 


18

Analysis of changes in net funds


2008

Group


$ 000's



Balance at beginning of period


-


Change during the period


2,325


Balance at the end of the period


2,325




19

Financial instruments 




The Group uses financial instruments comprising cash, liquid resources and debtors/creditors that arise from its operations. The Group holds cash as a liquid resource to fund the obligations of the Group. The Group's cash balances are held in SterlingUS Dollars, and in Georgian Lari. The Group's strategy for managing cash is to maximize interest income whilst ensuring its availability to match the profile of the Group's expenditure. This is achieved by regular monitoring of interest rates and monthly review of expenditure forecasts. 

The Company has a policy of not hedging and therefore takes market rates in respect of foreign exchange risk, however it does review its currency exposures on an ad hoc basis. Currency exposures relating to monetary assets held by foreign operations are included within the foreign exchange reserve in the Group Balance Sheet.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

To date the Group has relied upon equity funding to finance operations. The Directors are confident that adequate cash resources exist to finance operations to commercial exploitation but controls over expenditure are carefully managed.



The net fair value of financial assets and liabilities approximates the carrying values disclosed in the financial statements. The currency and interest rate profile of the financial assets is as follows:







Cash and short term deposits


2008




$ 000's



Sterling


1,297


USD


950


Georgian Lari


78


At 31 March 2008


2,325






The financial assets comprise cash balances in interest earning bank accounts at call. The financial assets in Sterling currently earn interest at the base rate set by the Bank of England less 0.15%


20

Material non-cash transactions




On 7 September 2007, the Company issued 25 million ordinary shares at par value to the vendors in part consideration for the acquisition of the 90% interest in Goldencrest Enterprises Ltd, valued at 5.3p per share. 






21

Commitments




As at 31 March 2008, the Company had entered into the following material commitments:






Exploration commitments

Ongoing exploration expenditure is required to maintain title to the Group's mineral exploration permits. No provision has been made in the financial statements for these amounts as the expenditure is expected to be fulfilled in the normal course of the operations of the Group.







22

Business combinations



Acquisition of Goldencrest Enterprises Ltd ("Goldencrest")







On 3rd September 2007 Templar Minerals Ltd through its subsidiary Templar Georgia Ltd 90% of Goldencrest Enterprises Ltd, a company based in BVI. This transaction has been accounted for by the purchase method of accounting. The fair value of identifiable assets and liabilities of Goldencrest as at the date of acquisition are:



Book value

Fair value adjustment


Fair value


$'000

$'000

$'000





Property, plant and equipment

20

-

20

Cash and cash equivalents

6

-

6

Exploration costs & licences

320

4,376

4,696


346

4,376

4,722





Other creditors

(72)

-

(72)


(72)

-

(72)

Fair value of net assets



4,650





Consideration:




Cash paid



2,000

Shares issued



2,650




4,650





The cash outflow on acquisition was as follows;




Net cash acquired with subsidiary



(6)

Cash paid



2,000

Net cash outflow



1,994







23

Related party transactions




Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between other related parties are discussed below.


During the period, the Company paid consultancy fees of $127,000 to Promaco Ltd, a Company related to John Stalker, Director of Templar Minerals LtdThis amount was paid under a consultancy services agreement dated 15 September 2007. 



Remuneration of Key Management Personnel


The remuneration of the directors, and other key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS24 Related party Disclosures.





2008




$ 000's



Short-term employee benefits


354


Share-based payments


475




829






24

Post balance sheet events




On 6 August 2008Neil Herbert resigned as a non-executive director of the company.


On 12 August 2008, Templar announced it has delayed the purchase of 143,290,000 ordinary shares in Vatukoula Gold Mines Plc, pending legal advice regarding the terms of the agreement between itself and Viso Gero Golbal Inc, which may affect the agreed purchase price.




25

Profit and loss account of the parent company




The profit and loss account of the parent company has not been separately presented in these accounts. The parent company loss for the period was $1.37million.



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