Final Results

Tanzania Gold PLC 21 December 2006 21 December 2006 Tanzania Gold plc ('Tanzania Gold' or 'the Company') and its subsidiary (together 'the Group') Results for the year ended 30 June 2006 Tanzania Gold plc (TZG.L), the AIM listed exploration and development company operating in Tanzania, is pleased to announce its results for the year ended 30 June 2006. •Successful Reverse Take Over and Admission to AIM in September 2006, in conjunction with a well supported equity placement primarily to institutional investors, which raised net proceeds of approximately £2,000,000 •Appointment of a new Board of experienced directors •Commencement of drilling programme, designed to delineate the geology and resources of the Mkurumu gold project •Preliminary results of the drilling programme expected in the first quarter 2007 Clive Sinclair-Poulton, Chief Executive of Tanzania Gold, said 'The Company now has direction and an asset base to develop. The next year will be one where we look to realise this potential and expand. I would like to thank our shareholders for their loyalty this year and look forward to rewarding them in 2007 with our progress.' For further information, please contact: Tanzania Gold plc Tel: +353 (0) 21 453 0053 Clive Sinclair-Poulton Tel: +353 (0) 85 739 2674 Email: clive@tanzgold.com ---------------------------- Strand Partners Limited Tel: +44 (0) 20 7409 3494 James Harris Media enquiries: St Swithins PR Limited Tel: +44 (0) 20 7929 4391 Gary Middleton Email: gary@swithins.com --------------------------- CHAIRMAN'S REPORT During the period under review the Company's principal activity was to operate as an AIM quoted investment company actively seeking and evaluating potential acquisition targets to increase shareholder value. Furthermore, on 22 May 2006, in accordance with the AIM Rules, Shareholders approved the Company's investment strategy being to acquire the shares or assets of an early stage company in the mining sector. Operating Results to June 2006 While seeking a suitable acquisition, the Company incurred a loss after tax in the financial year ended 30 June 2006 of £130,000, on recurring routine expenditure. Post Balance Sheet Events On 4 September 2006, the Company was delighted to announce the proposed acquisition of the entire issued share capital of Tanzania Gold Limited, which holds an interest in the Mkurumu Gold Project, being a joint venture involving AngloGold Ashanti and located approximately 125 kilometres to the south-west of Dodoma in Tanzania, the third largest gold producer in Africa. Under the terms of its joint venture agreement with AngloGold Ashanti, Tanzania Gold must satisfy certain financial commitments in order to earn a participation in the Mkurumu project. Confirmation has been received from AngloGold Ashanti that Tanzania Gold has met its first year commitment and so has earned its initial twenty three per cent of the project. On satisfaction of its second year commitment, the Company will earn an additional twenty three per cent. The acquisition was formally approved by Shareholders at the Extraordinary General Meeting on 27 September 2006, leading to a change in the name of the Company to Tanzania Gold plc and the Board of Directors being enhanced through the addition of Clive Sinclair-Poulton, Mark Burchnall, Melissa Sturgess and Tony Hopkins. In order to finance an extensive drilling programme on the Mkurumu Gold Project, and provide working capital for the Group, the Company successfully raised approximately £2.44 million gross (approximately £1.97 million net of expenses) by the issue of, in aggregate, 4,872,500 new ordinary shares with institutional and other investors. In addition the Company announced a share consolidation of one new ordinary share of 0.2 pence each, for every twenty existing ordinary shares of 0.01 pence each. Since the completion of the acquisition, we have appointed Stanley Mining Services (T) Limited to conduct a 1,000 metre drilling programme on the Mkurumu Project, and drilling commenced in mid November 2006. The drilling programme will include at least ten holes of between 1,000 metres to 1,100 metres on five drill profiles to test for mineralization, stratigraphy and structure. Laboratory testing of core samples is underway and the Board looks forward to reporting preliminary results in the first quarter of 2007. In line with our strategy we continue to review and evaluate new opportunities and look forward to reporting progress at Mkurumu in the coming months. Gerard A. Nealon Chairman CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2006 2006 2005 Notes £ '000 £ '000 Turnover - - Cost of sales - - _________ _________ Gross profit - - Administration expenses (130) (90) _________ _________ Operating loss and Loss on ordinary activities before (130) (90) interest Interest receivable - - Interest payable - - _________ _________ Loss on ordinary activities before taxation (130) (90) Taxation - - _________ _________ Loss on ordinary activities after taxation (130) (90) ======== ======== Loss per ordinary share (pence) 2 Basic (0.07p) (0.05p) Diluted (0.06p) (0.05p) All of the amounts are in respect of continuing operations. There were no other recognised gains or losses in the year. CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2006 2006 2005 Notes £ '000 £ '000 £ '000 £ '000 Current assets Debtors 98 6 Cash at bank and in hand 3 172 _________ _________ 101 178 Creditors: amounts falling due (49) (21) within one year _________ _________ Net current assets 52 157 _________ _________ Total assets less current 52 157 liabilities ======== ======== Capital and reserves Called up share capital 3 958 957 Share premium account 4 4,180 4,156 Profit and loss account 4 (5,086) (4,956) _________ _________ Total equity 5 52 157 shareholders' funds ======== ======== CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2006 2006 2005 Notes £ '000 £ '000 £ '000 £ '000 Net cash outflow from operating 6 (194) (89) activities Returns on investments and servicing of finance Interest received - - Interest paid - - _________ _________ Net cash inflow from - - returns on investments and servicing of finance _________ _________ (194) (89) Taxation - - Net cash outflow for - - acquisitions and disposals _________ _________ Net cash outflow before (194) (89) financing Financing Proceeds from issues of 25 250 shares _________ _________ Net cash inflow from 25 250 financing _________ _________ (Decrease)/increase in 7 (169) 161 cash ======== ======== NOTES TO THE AUDITED FINANCIAL INFORMATION FOR THE YEAR ENDED 30 JUNE 2006 1. Basis of preparation The financial information has been prepared in accordance with applicable accounting standards in the United Kingdom and under the historical cost convention. The financial information contained in this report does not constitute full statutory accounts within the meaning of Section 240 of the Companies Act 1985. The figures are extracted from the audited full financial statements for the year ended 30 June 2006 which will be filed with the Registrar of Companies. 2. Loss per ordinary share The basic loss per ordinary share has been calculated using the loss for the year and the weighted average number of ordinary shares in issue during the year as follows: 2006 2005 £ £ Loss for the year (130,000) (90,000) ======== ======== Number Number Weighted average number of ordinary shares of 0.01p each 198,927,309 177,050,597 ======== ======== Basic loss per share (pence) (0.07p) (0.05p) ======== ======== The diluted earnings per ordinary share, as defined in FRS 14, has been calculated on the following basis: 2006 2005 £ £ Loss for the year (130,000) (90,000) ======== ======== Number Number Weighted average number of ordinary shares in issue as above 198,927,309 177,050,597 Dilution for share options outstanding 9,975,000 20,000,000 _________ _________ Diluted weighted average number of shares in issue 208,902,309 197,050,597 ======== ======== Diluted loss per share (pence) (0.06p) (0.05p) ======== ======== 3. Share capital 2006 2005 £ '000 £ '000 Authorised Equity 13,808,650,000 Ordinary shares of 0.01p each 1,381 1,381 7,959,196 Deferred shares of 4p each 318 318 625,389 Deferred shares of 99p each 619 619 _________ _________ 2,318 2,318 ======== ======== Allotted, called up and fully paid Equity 199,036,898 Ordinary shares of 0.01p each 20 19 (2005: 189,036,898 Ordinary shares of 0.01p each) 7,959,196 Deferred shares of 4p each 319 319 625,389 Deferred shares of 99p each 619 619 _________ _________ 958 957 ======== ======== On 5 July 2005, 10,000,000 warrants were exercised at 0.25p per share. The movements in shares and share premium following the above issue are as follows: Number of Share capital Share premium shares £ £ As at 1 July 2005 189,036,898 18,904 4,156,000 Shares issued on exercise of warrants 10,000,000 1,000 2 4,000 ________ ________ ________ As at 30 June 2006 199,036,898 19,904 4,180,000 ======= ======= ======= 4. Statement of movements on reserves Share premium Profit and loss account account £ '000 £ '000 Balance at 1 July 2005 4,156 (4,956) Share issues 24 - Deficit for the year - (130) _________ _________ At 30 June 2006 4,180 (5,086) ======== ======== 5. Reconciliation of movements in shareholders' funds 2006 2005 £ '000 £ '000 Loss for the period (130) (90) Proceeds from issues of shares 25 250 _________ _________ Net (decrease)/increase in shareholders' funds (105) 160 Opening shareholders' funds at start of the year 157 (3) _________ _________ Closing shareholders' funds at end of the year 52 157 ======== ======== 6. Reconciliation of operating profit to net cash inflow from operating activities 2006 2005 £ '000 £ '000 Operating loss (130) (90) (Increase)/decrease in debtors (93) 4 Increase/(decrease) in creditors 29 (3) _________ _________ Net cash outflow from operating activities (194) (89) ======== ======== 7. Analysis of change in net funds 2005 Cash flows Non-cash 2006 Changes £ '000 £ '000 £ '000 £ '000 Cash at bank and in hand 172 (169) - 3 ======== ======== ======== ======== 8. Post balance sheet event In September 2006, the Board agreed to acquire the entire issued share capital of Tanzania Gold Limited which holds an interest via its wholly owned subsidiary, Anglo Tanzania Gold Limited, in the Mkurumu Gold Project, located 125 kilometres to the south-west of Dodoma in Tanzania, the third largest gold producer in Africa. A successful placing raised approximately £2.44 million gross (approximately £1.97 million net of expenses) by the issue of, in aggregate, 4,872,500 new ordinary shares with institutional and other investors at 50 pence per share (equivalent to 2.5 pence per ordinary share, prior to a share consolidation referred to below), to fund an extensive drilling programme on the Mkurumu Gold Project, followed by the analysis and dissemination of the results, with the balance used to provide the enlarged group with additional funding for its ongoing working capital requirements. In addition, a share consolidation took place with one new ordinary share of 0.2 pence each being exchanged for every twenty existing ordinary shares of 0.01 pence each. On 4 September 2006, the Company granted Strand Partners Securities Limited a warrant to subscribe for new ordinary shares. The principal terms of the Strand Warrant are as follows: • Strand Partners Securities Limited is entitled to subscribe at a price of 50 pence per share for such number of new ordinary shares as are equivalent (on a fully diluted basis) to one and a half per cent of the issued ordinary share capital of the Company at the time of exercise of such subscription right, provided that, to the extent that the nominal amount of the new ordinary shares to be allotted upon such exercise is in excess of the authority of the Directors to allot relevant securities in force at the time of such exercise, the allotment of the new ordinary shares representing such excess nominal amount shall only be made if shareholders approve the grant of authority to the Directors sufficient to enable such allotment to take place; • The Strand Warrant may be exercised at any time to 29 September 2011. The company changed its name from Voss Net plc to become Tanzania Gold plc, and the board membership changed with the appointment of Clive Sinclair-Poulton, Mark Burchnall, Tony Hopkins and Melissa Sturgess, and the resignation of Dennis Chambers. In November 2006 Anglo Tanzania Gold Limited, appointed Stanley Mining Services (T) Limited to conduct a 1,000 metre drilling programme on the Mkurumu joint venture project. This programme started in mid November 2006. 9. Report and accounts Copies of the report and accounts for the financial year ended 30 June 2006 will be available from the registered office of the Company, St Alphage House, 2 Fore Street, London, EC2Y 5DH from 22 December 2006 This information is provided by RNS The company news service from the London Stock Exchange

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