Statement of Audited Results

Glencar Mining PLC 27 June 2001 GLENCAR MINING PLC Preliminary Statement of Audited Results Chairman's Statement The events and developments in relation to the Wassa mine in the second half of 2000 and in the opening months of 2001 illustrate the great uncertainties of mining investment. In June 2000, Glencar raised US$5.35 million to enable it, inter alia, to support its mine at Wassa and to overcome a cash shortfall caused by slower recoveries from the leaching process and the significant reduction in the prevailing gold price. At that time, the Board considered that the problems encountered in the leaching process had been largely overcome and a recovery in the gold price was a reasonable expectation. In the event, the anticipated increase in the recovery rate was slower to become established and instead of experiencing an increase in gold price there was a further significant fall which was not sufficiently offset by the limited protection provided by the Company's hedge position. In recent months the recoveries from the leaching process have been reaching levels projected at the time of the Rights Issue on a relatively consistent basis. However, the accumulated shortfall in production together with the continuing low gold price meant that the project was unable to meet all its current scheduled debt repayments. Even with rescheduling, the Company would have been unable to meet its debt repayments over the life of the project without a substantial increase in gold prices. On 5 March 2001 the Board made a statement to the effect that as a result of the lower than projected production levels and the gold market environment, the Directors believed that it was unlikely that Glencar would recover any of its investment in the project. Following discussions with our bankers, it has been decided to offer the Wassa Project for sale as a going concern. It is expected that, in this way, the interests of the banks, the Government of Ghana, the suppliers and the staff can be maximised. We have appointed Warrior, a division of Standard Bank London Limited, to conduct the sale process, which is already underway. Glencar has agreed to continue to manage the mine until the sale is completed and to assist in whatever way possible in the sale process. The banks have agreed that, provided Glencar complies with certain conditions relating to the management of the Wassa project during the sale and assists in the sale process, it is their intention to limit and release the guarantee given by Glencar to the banks as part of the original debt financing. Glencar, as part of this agreement with the banks, has agreed to contribute a further US$650,000 to Satellite Goldfields Ltd, (through which Glencar holds its majority stake in the Wassa project) including Warrior's work fees. Glencar will retain all remaining cash resources, estimated at US$800,000 at April 30th 2001, and in addition, 50% of any sum which may be awarded in the Mayo case. Glencar's exploration interests will be the Asheba, Uganda, Kildare and Navan assets. Standard Bank London Limited ('Standard') is the holder of the US$3m Convertible Loan Note. Standard has agreed not to call the note prior to the sale of the Wassa Project. Subject to the release of the guarantee by the lenders, and the approval of shareholders under a resolution to be proposed at the Annual General Meeting, the bank will convert the note into 24.3 million ordinary shares, equivalent to 19.9% of the enlarged equity of the Company. The audited consolidated accounts have been prepared in the usual way. However, as the post balance sheet events have altered the Group in such a material way we have included, in un-audited form, a pro-forma consolidated balance sheet as at 31 December 2000. This shows the effects of the arrangements described in the above paragraphs excluding the consolidation of the Wassa Project, the investment in which has been written off leaving no obligations on Glencar following completion of the arrangements. Your Board considers that these arrangements are very much in shareholders' interests. It will leave Glencar with no debt, a significant number of exploration assets and sufficient cash resources to continue its exploration activities. The Board will now address the opportunities available to it in the changed circumstances. Although Glencar will have no further interest in Wassa, the Company is in much better condition than might have been expected only a few short months ago. There is good reason to expect that our exploration properties will lead to some exciting developments. In addition we will continue to evaluate some new opportunities in the resource sector which have been presented to us. These changed circumstances suggest that the skills and inputs required from the Board will also change. Dick Mauro who has served on the board with great distinction for seven years will step down following the Annual General Meeting. Dick has also served as one of our representatives on the Satellite Board. He lives in Denver, Colorado, and yet contributed to almost every Board meeting in person or by telephone. His contributions were always erudite, practical and to the point and based on industry experience. The Board will miss his wisdom and easy manner. Rob Weinberg joined the Board some two years ago. He was a long term and respected gold analyst and his appointment was a coup for Glencar. His contribution to Board discussions has been very valuable over this short period, during which he took up an important position with The World Gold Council. His measured advice was always apposite and helped greatly in addressing the difficulties of the last few months. The Board will again miss him when he steps down after the Annual General Meeting. I have served as your Chairman for five years. While I have found the experience very worthwhile, I have a great regret that rewards for the shareholders have not been obtained. Now that Glencar can expect to face into a new future, debt-free, I believe that it is appropriate for me to step down after the Annual General Meeting. Dick, Rob and I have found the spirit and atmosphere at the Glencar Board to be excellent. We have been very impressed at all times by the commitment of the management and staff and by their energy and expertise in bringing the Wassa project into production on time and within budget in a difficult environment. We regard our departure as being in the Company's best interest, but we will remain supportive of Hugh McCullough and the Board in all their efforts. Sam McCormick retired from the Board in October last year after 12 years service. Sam gave of his time wholeheartedly and his advice was much valued. We all greatly miss his contributions and his company at Board meetings. In October 2000, Kieran Harrington was appointed Chief Operations Officer and his strong technical background is a great asset to the Board. I would like to thank my fellow Board members and you as shareholders for your continued support throughout these very difficult circumstances. Yours faithfully Richard Hooper Consolidated Profit and Loss Account for the year ended 31 December 2000 2000 1999 US$ US$ TURNOVER 31,075,637 26,436,554 ________ ________ COST OF SALES Operating Costs (23,338,812) (17,427,551) Depreciation, amortisation and reclamation (5,207,957) (13,506,733) ________ ________ (28,546,769) (30,934,284) OPERATING PROFIT (LOSS) 2,528,868 (4,497,730) EXCEPTIONAL IMPAIRMENT PROVISION (19,712,890) (52,868,240) ADMINISTRATIVE EXPENSES (756,820) (1,020,173) OTHER INCOME 199,781 214,207 BANK INTEREST RECEIVABLE 122,339 66,261 BANK INTEREST PAYABLE (3,362,425) (3,437,087) ________ ________ LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (20,981,147) (61,542,762) TAXATION (510) 41 ________ ________ LOSS ON ORDINARY ACTIVITIES (20,981,657) (61,542,721) AFTER TAXATION MINORITY INTEREST 8,521,452 32,310,182 ________ ________ LOSS FOR THE FINANCIAL YEAR (12,460,205) (29,232,539) ========== ========== LOSS PER SHARE (CENTS) (14.2) (37.8) ========== ========== DILUTED LOSS PER SHARE (CENTS) (14.2) (37.8) ========== ========== The results are derived solely from continuing operations. The group has no recognised gains or losses other than the result for the year which has been calculated on the historical cost basis. Consolidated Balance Sheet as at 31 December 2000 Pro-Forma Unaudited 31-Dec-00 31-Dec-99 31-Dec-00 US$ US$ US$ FIXED ASSETS Intangible and tangible assets 16,933,853 37,131,317 4,117,202 ________ ________ ________ CURRENT ASSETS Stock 14,474,040 10,517,726 - Debtors 235,064 1,772,533 79,595 Cash at bank 2,680,027 1,593,851 1,293,878 ________ ________ ________ 17,389,131 13,884,110 1,373,473 CREDITORS (Amounts falling due within one year) (16,709,928) (15,090,256) (555,867) ________ ________ ________ NET CURRENT ASSETS/(LIABILITIES) 679,203 (1,206,146) 817,606 ________ ________ ________ TOTAL ASSETS LESS CURRENT LIABILITIES 17,613,056 35,925,171 4,934,808 CREDITORS (Amounts falling due after more than one year) (37,622,572) (39,830,104) - ________ ________ ________ TOTAL NET (LIABILITIES)/ASSETS (20,009,516) (3,904,933) 4,934,808 ======== ======== ======== CAPITAL AND RESERVES Called up share capital 3,505,093 2,525,093 4,231,785 Share premium account 35,629,820 31,732,746 38,606,383 Profit and loss account (deficit) (46,980,774) (34,520,569)(37,794,161) ________ ________ ________ TOTAL CAPITAL EMPLOYED (7,845,861) (262,730) 5,044,007 MINORITY INTEREST IN SUBSIDIARY UNDERTAKING (12,163,655) (3,642,203) (109,199) ________ ________ ________ (20,009,516) (3,904,933) 4,934,808 ======== ======== ======== Consolidated Cash Flow Statement for the year ended 31 December 2000 2000 1999 US$ US$ NET CASH INFLOW FROM OPERATING ACTIVITIES 5,400,192 5,456,419 RETURNS ON INVESTMENTS AND SERVICING (3,915,760) (1,991,812) OF FINANCE (510) 41 TAXATION CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT (5,068,232) (5,628,650) ________ ________ NET CASH OUTFLOW BEFORE FINANCING (3,584,310) (2,164,002) FINANCING 4,670,486 1,083,248 ________ ________ INCREASE (DECREASE) IN CASH IN YEAR 1,086,176 (1,080,754) ======== ======== RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT INCREASE (DECREASE) IN CASH IN YEAR 1,086,176 (1,080,754) PREMIUM ACCRUED ON CONVERTIBLE LOAN NOTE (411,473) (291,781) LOAN RECEIVED - (3,000,000) LOAN REPAYMENT 206,588 1,964,285 ________ ________ MOVEMENT IN NET DEBT 881,291 (2,408,250) NET DEBT AT BEGINNING OF YEAR (42,233,645) (39,825,395) ________ ________ NET DEBT AT END OF YEAR (41,352,354) (42,233,645) ======== ======== Note The unaudited pro-forma balance sheet as at 31 December 2000 has been prepared after taking account of the following adjustments: A. The assumptions used in calculating the effect of the sale of the Wassa project on the pro-forma balance sheet are that the assets of SGL will be disposed of at book value resulting in sales proceeds of US$27,915,309. These proceeds have been deducted from the amounts owed to lenders. The assets and liabilities of Satellite Goldfields Limited are excluded and the investment is written down to nil. In the event that the sale price achieved differs from the book value there will be no net effect on the pro-forma balance sheet as it has been agreed by the lenders that it is their intention to limit and release the Group from further obligations on completion of the sale. In addition to the above, an amount of US$800,000 owed by P.W. Ghana Limited to Glencar Mining plc has been offset against amounts owed by SGL to P.W. Ghana Limited at 31 December 2000. B. The assumptions used in calculating the effects of the associated arrangements on the pro-forma balance sheet are set out below: (1) Cash at bank As part of the agreement with the lenders, the group has agreed to contribute US$500,000 to SGL in additional working capital and to fund US$150,000 of costs in relation to the sale. These amounts, together with loans to SGL after the year end of US$267,000, have been reflected in the pro-forma balance sheet. (2) Creditors Following the deduction of the assumed sale proceeds of US$27,915,309 the group will be released from all further obligations to the lenders. (3) Convertible Loan Note Subject to the approval of shareholders and the release of the guarantee given by Glencar under the Support Agreement, Standard Bank London Limited will convert their Convertible Loan Note into 24.3 million ordinary shares. The effect of this conversion on the pro-forma balance sheet is to increase share capital and share premium by US$3,703,254 with a corresponding reduction in creditors falling due after one year. The effect of the above proposals has been reflected in an improvement of the reserves of the group and reduction of the minority interest in subsidiary undertakings. The effect of the foregoing is set out below: (A) (B) Pro-Forma Sale of Associated Unaudited 31-Dec-00 Wassa Arrangements 31-Dec-00 project US$ US$ US$ US$ FIXED ASSETS Intangible and tangible assets 16,933,853 (12,816,651) - 4,117,202 ________ ________ ________ ________ CURRENT ASSETS Stock 14,474,040 (14,474,040) - - Debtors 235,064 (155,469) - 79,595 Cash at bank 2,680,027 (469,149) (917,000) 1,293,878 ________ ________ ________ ________ 17,389,131 (15,098,658) (917,000) 1,373,473 CREDITORS (Amounts falling due within one year) (16,709,928) 9,744,252 6,409,809 (555,867) ________ ________ ________ ________ NET CURRENT ASSETS/(LIABILITIES) 679,203 (5,354,406) 5,492,809 817,606 ________ ________ ________ ________ 17,613,056 (18,171,057) 5,492,809 4,934,808 CREDITORS (Amounts falling due after more than one year) (37,622,572) 27,915,309 9,707,263 - ________ ________ ________ ________ TOTAL NET (LIABILITIES)/ASSETS (20,009,516) 9,744,252 15,200,072 4,934,808 ======== ======== ======== ======== CAPITAL AND RESERVES Called up share capital 3,505,093 - 726,692 4,231,785 Share premium account 35,629,820 - 2,976,563 38,606,383 Profit and loss account (deficit) (46,980,774) 2,727,571 6,459,042(37,794,161) ________ ________ ________ ________ TOTAL CAPITAL EMPLOYED (7,845,861) 2,727,571 10,162,297 5,044,007 MINORITY INTEREST IN SUBSIDIARY UNDERTAKING (12,163,655) 7,016,681 5,037,775 (109,199) ________ ________ ________ ________ (20,009,516) 9,744,252 15,200,072 4,934,808 ======== ======== ======== ======== The directors are confident that the successful completion of the sale of the Wassa project and the release of the group's guarantee will leave sufficient funds to enable the group to continue trading for the foreseeable future. Accordingly the directors consider it appropriate to prepare the financial statements on a going concern basis. For information please contact: Richard Hooper Chairman Tel: 353 (0) 87 221 2210 Hugh McCullough Tel: 353 (1) 6619974 27 June, 2001
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