Serabi Gold plc : Financial Results for the Fir...
SERABI GOLD PLC ("Serabi" or "the Company")
Financial Results for the First Quarter 2013 and Management Discussion and Analysis
Serabi Gold plc (AIM:SRB, TSX:SBI and SBI.WT), the Brazilian focused gold exploration and development company, has published its unaudited financial results for the three month period ending 31 March 2013 and at the same time has also published its Management's Discussion and Analysis for the same period. Both documents, together with this announcement, have been posted on the Company's website at www.serabigold.com and are also available on SEDAR at www.sedar.com.
Corporate Highlights for the last quarter
Funding for Palito development
On 17 January 2013 the Company completed the placement of 270 million new ordinary shares to raise in aggregate UK£16.2 million to finance the development and start-up of underground mining operations at its Palito Mine. The placement of new shares was underwritten by Fratelli Investments Limited, one of the Company's major shareholders.
Progress on Palito Operations
Mine dewatering completed in January 2013;
New mine management team and contract mining personnel in place;
Development mining now underway;
Stoping of remnant blocks commenced;
Development ore stockpile being generated;
Two main ventilation raises to surface have been started;
Reassembly of the primary crushing circuit due for completion by end of second quarter 2013;
Remediation of flotation circuit due for completion by end of second quarter 2013;
Detailed engineering of milling circuit complete and disassembly of old plant underway; and
Initial mining fleet on site in February 2013. Further items expected to be commissioned at start of third quarter of 2013.
Kenai Transaction
Announcement of proposed acquisition of Kenai Resources Limited in May 2013
Significant Benefits of the transaction:
Kenai's wholly owned subsidiary Gold Aura do Brasil Mineração Ltda ("GOAB") owns the high-grade Sao Chico gold deposit, some 23 kilometres from Serabi's Palito gold mine. Sao Chico hosts a NI 43-101 compliant combined Measured and Indicated Mineral Resource of 25,275 ounces of gold at 29.77 grammes per tonne ("g/t") and an Inferred Mineral Resource of 71,385 ounces gold at 26.03 g/t.
Serabi's nearby Palito gold mine is set to recommence gold production by the end of 2013
The existing Palito gold recovery plant is currently being refurbished and upgraded, and Sao Chico is expected to be the first satellite gold resource to supplement Palito mine production with high grade material, taking advantage of the excess plant capacity available to quickly expand Serabi's future gold production.
An exploration programme at Sao Chico including an approximate 6,000 metre drill campaign is expected to start mid-2013, with strong potential to increase the current mineral resource.
Highlights of the Arrangement include:
Shareholders of Kenai will receive 0.85 of one new ordinary share of 5 pence par value of Serabi (a "Serabi Share") in exchange for each Kenai Share held (the "Exchange Ratio").
On completion of the Transaction, Kenai shareholders will own approximately 20.8% of Serabi's enlarged issued share capital (and 22.1% on a fully diluted basis)
Daniel Kunz, Chairman of Kenai will join the Serabi board on closing (subject to satisfactory regulatory enquiries in compliance with the AIM Rules)
Kenai information circular to be issued before end May, with Kenai's shareholder meeting to vote on the transaction scheduled for July 5, 2013
Appointment of Peel Hunt as Joint Broker
Peel Hunt LLP were appointed joint broker on April 22, 2013
Financial Highlights
| 3 months ended 31 March 2013 (unaudited) | 3 months ended 31 March 2012 (unaudited) | |||
| US$ | US$ | |||
| Operating Loss for period | (1,359,226) | (1,315,126) | ||
| Loss per ordinary share (basic and diluted) | (0.43) cents | (1.56) cents | ||
| 3 months ended 31 March 2013 (unaudited) | 3 months ended 31 March 2012 (unaudited) | |||
| US$ | US$ | |||
| Mine development and fixed asset expenditures during the period | 2,079,391 | 51,910 | ||
| Exploration and development expenditures during the period | 111,137 | 931,607 | ||
| Cash at end of period | 20,222,386 | 3,382,198 | ||
| Equity Shareholders funds at end of period | 63,907,398 | 47,388,560 |
Michael Hodgson CEO said:
"We are continuing to make excellent progress with the mine development and plant remediation works at Palito and remain focused on starting up the plant and commencing gold production before the end of 2013.
The announcement of the proposed acquisition of the nearby high-grade Sao Chico project is a demonstration of our desire to grow our production base through the development of satellite deposits and we hope that Sao Chico will be the first of these. Sao Chico has strong synergies with Palito in mining skills and ore processing and in our opinion represents, like Palito, a low capital, quick payback opportunity."
Enquiries:
| Serabi Gold plc | |
| Michael Hodgson | Tel: +44 (0)20 7246 6830 |
| Chief Executive | Mobile: +44 (0)7799 473621 |
| Clive Line | Tel: +44 (0)20 7246 6830 |
| Finance Director | Mobile: +44 (0)7710 151692 |
| Email: contact@serabigold.com | |
| Website: www.serabigold.com | |
| Beaumont Cornish Limited Nominated Adviser | |
| Roland Cornish | Tel: +44 (0)20 7628 3396 |
| Michael Cornish | Tel: +44 (0)20 7628 3396 |
| Peel Hunt LLP Joint UK Broker | |
| Matthew Armitt | Tel: +44 (0)20 7418 9000 |
| Andy Crossley | Tel: +44 (0)20 7418 9000 |
| Fox Davies Capital Ltd Joint UK Broker | |
| Jonathan Evans | Tel: +44 (0)20 3463 5010 |
| Blythe Weigh Communications Ltd Public Relations | |
| Tim Blythe | Tel: +44 (0)20 7138 3204 Mobile: +44 7816 924626 |
| Rob Kellner | Tel: +44 (0)20 7138 3204 Mobile: +44 7800 554377 |
Copies of this release are available from the Company's website at www.serabimining.com
Forward-looking statements
This press release contains forward-looking statements. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the estimation of mineral resources, exploration results, potential mineralization, potential mineral resources and mineral reserves) are forward-looking statements. Forward-looking statements are often identifiable by the use of words such as "anticipate", "believe", "plan", may", "could", "would", "might" or "will", "estimates", "expect", "intend", "budget", "scheduled", "forecasts" and similar expressions or variations (including negative variations) of such words and phrases. Forward-looking statements are subject to a number of risks and uncertainties, that may cause actual results or events to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, failure to establish estimated mineral resources, the possibility that future exploration results will not be consistent with the Company's expectations, the price of gold and other risks identified in the Company's most recent annual information form filed with the Canadian securities regulatory authorities on SEDAR.com. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement.
Qualified Persons Statement
The information contained within this announcement has been reviewed and verified by Michael Hodgson, CEO of the Company. Mr Hodgson is an Economic Geologist by training with over 25 years' experience in the mining industry. He holds a BSc (Hons) Geology, University of London, a MSc Mining Geology, University of Leicester and is a Fellow of the Institute of Materials, Minerals and Mining and a Chartered Engineer of the Engineering Council of UK, recognizing him as both a Qualified Person for the purposes of Canadian National Instrument 43-101 and by the AIM Guidance Note on Mining and Oil & Gas Companies dated June 2009.
Quality Assurance and Quality Control Procedures Disclosure
The Company has implemented and maintains a Serabi quality assurance/quality control (QA/QC) protocol at its JDO Project as defined in its "NI 43-101 Technical Report for the Jardim Do Ouro Project, Para State, Brazil" dated 22 December 2010. This ensures best industry practice in sampling and analysis of exploration and resource definition samples. The insertion of field duplicates, certified standards and blank samples into the sample stream form part of the Serabi procedure (these act as an independent check on contamination, precision and accuracy in the analytical laboratory).
Assay results are reported once rigorous QAQC procedures have been approved
Neither the Toronto Stock Exchange, nor any other securities regulatory authority, has approved or disapproved of the contents of this news release.
The following information, comprising the Finance Review, the Income Statement, the Group Balance Sheet, Group Statement of Changes in Shareholders' Equity and Group Cash Flow, is extracted from the Condensed Interim Financial Statements and the Management Discussion and Analysis.
The Company will, in compliance with Canadian regulatory requirements, post its Management Discussion and Analysis for the three months ended 31 March 2013 together with the Condensed Interim Financial Statements on SEDAR at www.sedar.com. These documents will also available from the Company's website - www.serabigold.com.
Outlook
Remediation and development works are progressing well and the Company remains ahead of schedule with the underground mine development work benefitting from the earlier than planned completion of the de-watering of the mine. Rehabilitation of the processing plant is progressing in line with expectations and accordingly the Company still anticipates being able to start the commissioning of the plant before the end of 2013.
A number of refining and trading groups have been approached to provide terms to the refining and purchase of the copper/gold concentrate that will be produced at the Palito Mine and which is expected to account for in excess of 70% of the revenues of the operation. The Company is evaluating the submissions and expects to be in a position to finalise terms in the coming few months.
The Company's strategy has been to develop additional satellite high grade gold mining opportunities in relatively close proximity to the current Palito mine and process plant, with a view that ore mined could be treated through a centralised processing facility located at Palito. The high grade Sao Chico property is at a more advanced stage than Serabi's own discoveries at Currutela, Palito South and Piaui. The proposed acquisition of the Sao Chico property therefore presents the Company, if the transaction is approved by Kenai shareholders, with the opportunity to reduce the timeframe for the development of its first satellite deposit to augment Palito mine production with further high grade feed, taking advantage of the excess plant capacity available.
The first stage of activity at Sao Chico will be the commencement of an estimated 6,000 metre diamond drilling programme which will be supplemented by ground geophysics and surface sampling to establish other potential areas of interest within the Sao Chico exploration licence. The current Sao Chico resource comprises approximately 25,000 Measured and Indicated ounces, and 71,000 Inferred ounces, both averaging over 26 g/t. over just 3 veins, and with 10 more veins identified.
Current design work on the Palito plant remediation will take into account the potential future processing requirements of ore taken from Sao Chico.
The Company's exploration activities at Palito will however be limited whilst the Company focuses its attention and personnel resources at Palito towards the remediation and development works. The directors expect that future exploration activity at Palito will be financed from the cash flow from gold production at Palito and may therefore not be undertaken until such time as sufficient and sustainable levels of cash flow are achieved.
FINANCE REVIEW
Results of Operations
The loss from operations decreased by US$320,001 from US$1,384,267 for the 3 months ended 31 March 2012 to US$1,064,266 for the 3 month period ended 31 March 2013 a reduction of 23% primarily arising from a change in the manner in which costs associated with maintenance activities of the plant are treated for accounting purposes and reduced depreciation costs.
In the 3 months to 31 March 2012 all costs relating to the maintenance of the process plant were treated as an operating expense as they were incurred, this cost for that 3 month period being BrR$207,954 (US$117,694). Since the decision was taken by the Board, at the end of June 2012, to proceed with the development of the Palito Mine, the plant has been considered to be in a state of refurbishment and all costs related to the plant are being capitalised as part of the overall mine development costs and therefore there is no comparable expense reported in the income statement for the 3 month period to 31 March 2013.
Administration costs have shown an overall increase from US$810,786 for the 3 month period ended 31 March 2012 to US$908,753 for the 3 month period to 31 March 2013. The expense for the 3 months to 31 March 2012 included a charge in respect of labour claims amounting to US$182,531 and there has no similar expense recorded for the period to 31 March 2013. The Company has made a provision in the 3 month period ended 31 March 2013 of $300,000 in respect of bonus payments that it anticipates making to senior management personnel in respect of the preceding financial year's performance review period. Excluding these two items from the analysis, administration costs for the 3 months to 31 March 2103 show a small reduction of US$19,000 in comparison with the 3 months to 31 March 2012.
The reduction in depreciation charges between the two periods reflects many of the Company's assets reaching the end of their original forecast lives for amortisation purposes and have therefore now been fully amortised. Depreciation charges for the 3 months to 31 March 2013 are US$107,667 compared with US$426,637 for the 3 month period to 31 March 2012
The Company recorded a foreign exchange loss of US$255,218 in the 3 month period to 31 March 2013 which compares with a foreign exchange gain of US$87,190 recorded for the 3 months ended 31 March 2012. The loss for the 3 months to 31 March 2013 primarily comprises losses on cash holdings denominated in GB Pounds Sterling and Euros. The Company holds funds in certain currencies in anticipation of future expenditures that are anticipated to be settled in those currencies. These currency holdings were acquired early in the quarter, which saw a period of strengthening of the US dollar against most major currencies resulting in these book exchange losses. Subsequent strengthening of Sterling following the end of the quarter will have reversed some of these recorded losses.
Net interest charges for the 3 month period to 31 March 2013 were US$39,742 compared with US$18,049 for the corresponding period 3 month period to 31 March 2012. An analysis of the composition of these charges is set out in the table below:
| 2013 | 2012 | |
| US$ | US$ | |
| Interest on short term loan | 26,630 | - |
| Interest expense on convertible loan stock | 15,639 | 13,927 |
| Other interest and finance expenses | 230 | 5,301 |
| 42,499 | 19,228 | |
| Interest income | (2,757) | 1,179 |
| 39,742 | 18,049 |
Interest charges on the short term loan relate to a US$6.0 million facility provided by Fratelli Investments Limited ("Fratelli") which was entered into on 1 October 2012. Under the loan agreement a facility fee of 3% was payable to Fratelli and interest accrued at the rate of 12% per annum. The facility was repaid in January 2013 from the proceeds of a UK£16.2 million placement of new ordinary shares that was completed on 17 January 2013.
Other interest and finance expenses are primarily related to the Brazilian operation and the reduction in the 3 months to 31 March 2013 compared with the 3 months to 31 March 2012 reflects reduced levels of settlements with long term creditors to which interest is being applied and also reduced levels of penalties from tax authorities for past adjustments of taxes due to be collected by the Company on behalf of both the Federal and State tax authorities.
Liquidity and Capital Resources
The Company had a working capital position of US$19,177,385, at 31 March 2013 compared to US$(2,760,102) at 31 December 2012. The working capital position at 31 December 2012 was inclusive of a US$4.5 million short term loan received from a major shareholder which was repaid in January 2013, following the successful completion of a share placement on 17 January 2013 raising gross proceeds of UK£16.2 million This share placement and the repayment of the loan comprise the principle reasons for the significant improvement in the working capital position of the Company which has resulted in an increase in cash resources available to the company of US$17.64 million compared with 31 December 2012.
The levels of inventories have increased by US$73,000 compared with 31 December 2012, reflecting the increasing levels of activity and comprise consumables for the development mining activities that are now underway. Equally the level of creditors has increased by approximately US$294,000 as orders for equipment and consumables are placed.
The Company does not have any asset backed commercial paper investments. As the Company has no revenue and has in recent years primarily supported its activities by the issue of further equity, the working capital position at any time reflects the timing of the most recent share placement completed by the Company.
During the three month period ended 31 March 2013, the Company issued 270,000,000 Ordinary Shares for gross cash proceeds of UK£16.2 million. The placement had been underwritten by one of the Company's major shareholders who received an underwriting fee of 8,135,035 Warrants in respect of the placement. Each Warrant entitles the holder to subscribe for one Ordinary Share at a price of UK£0.10 at any time until 16 January 2015.
The Company has, during the three month period ended 31 March 2013, incurred costs of US$111,000 for development and exploration expenditures on its mineral properties, US$240,000 on asset purchases, US$1,839,000 related to the rehabilitation and development of the Palito Mine and used cash of US$1,127,000 to support its operating activities. Further details of the exploration and development activities conducted during the period are set out elsewhere in this MD&A.
On 31 March 2013, the Company's total assets amounted to US$68,764,922 which compares to the US$48,203,224 reported at 31 December 2012. The current asset component has increased by some US$17,888,000 million reflecting the higher cash balances following the completion of the share placement with the non-current asset component increasing by US$2,674,049 Whilst some US$2.2 million has been expended on non-current assets the exchange rate movements between the Brazilian Real and the United States Dollar has resulted in exchange variations increasing the carrying value of exploration interests by US$0.2 million and of mining property, plant and equipment by US$0.37 million. Depreciation charges of US$0.1 million during the 3 months ended 31 March 2013 account for the remaining change in value compared to 31 December 2012. Total assets are mostly comprised of property, plant and equipment, which as at 31 March 2013 totalled US$29,187,365 (December 2012: US$26,848,991), of which US$3.7 million relates to recent project development expenditures at the Palito Mine and deferred exploration and development cost which as at 31 March 2013 totalled US$17,696,480 (December 2012: US$17,360,805), of which US$16.6 million relates to capitalised exploration expenditures at, or in close proximity to, the Palito Mine. The Company's total assets also included cash holdings of US$20,222,386 (December 2012: US$2,582,046).
Receivables of US$182,018 as at 31 March 2013 have increased compared to 31 December 2012 when the receivables balance was US$85,509. The receivables as of 31 March 2013 includes a down payment of approximately US$87,000 in respect of mining equipment that is due to be delivered to the project site during the second quarter of 2013. The remaining balance represents other deposits paid by the Company. Prepayments as of 31 March 2013 were US$681,188 compared with US$603,005 as at 31 December 2012, an increase of US$78,000. The prepayments primarily represent prepaid taxes in Brazil amounting to US$536,000, of which the majority is federal and state sales taxes which the Company expects to recover either through off-set against other federal tax liabilities or through recovery directly.
The Company's total liabilities at 31 March 2013 were US$4,857,524 (December 2012: US$8,942,223). The total liabilities at 31 December 2012 included the short term loan payable to Fratelli Investments Limited which, including interest, amounted to US$4,580,745 as well as accounts payable to suppliers and other accrued liabilities of US$2,384,724. At 31 March 2013 accounts payable to suppliers and other accrued liabilities totalled $2,834,933. This increase reflects a provision of $300,000 for 2012 bonus entitlements for senior management as well as a general increase reflecting the higher levels of activity. The total liabilities include US$386,729 including accrued interest (December 2012: US$364,656) attributable to the £300,000 loan from a related party, which has a repayment date of 31 October 2014 subject to the right of the holder at any time, on one or more occasions, on or before the repayment date, to convert any of the outstanding amounts owed by the Company to Ordinary Shares at a price of 15 pence per Ordinary Share. It also includes the amount of US$1,635,873 (December 2012: US$1,612,098) in respect of provisions including US$1,241,434 (December 2012: US$1,223,392) for the cost of remediation of the current Palito Mine site at the conclusion of operational activity.
During the early part of 2012 the Company commissioned a Preliminary Economic Assessment ("PEA") of the viability of re-commencing mining operations at the Palito Mine. The report which was completed and published in June 2012 was positive and the Company entered into a conditional subscription agreement with Fratelli Investments Limited ("Fratelli") on 2 October 2012 to subscribe for and underwrite a placement of new shares to finance the development and start-up of production at the Palito gold mine. In addition, Fratelli agreed to provide an interim secured loan facility of US$6.0 million to provide additional working capital to the Company and to enable it to commence the initial works at Palito. The placing of 270 million new Ordinary Shares with Fratelli and other subscribers was completed on 17 January 2013, raising gross proceeds of UK£16.2 million. The Company has repaid out of the proceeds the amount of the loan facility that had been drawn down, which at that time was US$4.5 million plus accrued interest. Management considers that the Company has adequate access to capital to be able to complete the necessary mine development and process plant and infrastructure rehabilitation works that are required in order to be able to commence gold production before the end of 2013. From the time that production operations commence at planned rates management anticipates that the Company will have sufficient cash flow to be able to meet all its obligations as and when they fall due and to, at least in part, finance the exploration and development activities that it would like to undertake on its other exploration projects.
There are, however, risks associated with the commencement of any new mining and processing operation whereby unforeseen technical and logistical events result in additional time being required for commissioning or additional costs needing to be incurred, giving rise to the possibility that additional working capital may be required to fund these delays or additional capital requirements. Should additional working capital be required the Directors consider that further sources of finance could be secured within the required timescale.
SERABI GOLD PLC
Condensed Consolidated Statements of Comprehensive Income
| For the three months ended 31 March | |||||
| 2013 | 2012 | ||||
| (expressed in US$) | (unaudited) | (unaudited) | |||
| CONTINUING OPERATIONS | |||||
| Revenue | - | - | |||
| Operating expenses | - | (117,694) | |||
| Gross loss | - | (117,694) | |||
| Administration expenses | (908,753) | (810,786) | |||
| Share based payments | (47,846) | (29,150) | |||
| Depreciation of plant and equipment | (107,667) | (426,637) | |||
| Operating loss | (1,064,266) | (1,384,267) | |||
| Foreign exchange (loss)/gain | (255,218) | 87,190 | |||
| Finance expense | (42,499) | (19,228) | |||
| Finance income | 2,757 | 1,179 | |||
| Loss before taxation | (1,359,226) | (1,315,126) | |||
| Income tax expense | - | - | |||
| Loss for the period from continuing operations (1) (2) | (1,359,226) | (1,315,126) | |||
| Other comprehensive income (net of tax) | |||||
| Exchange differences on translating foreign operations | 609,475 | 1,166,852 | |||
| Total comprehensive loss for the period (2) | (749,751) | (148,274) | |||
| Loss per ordinary share (basic and diluted) (1) | (0.43c) | (1.56c) | |||
(1) All revenue and expenses arise from continuing operations.
(2) The Group has no non-controlling interests and all losses are attributable to the equity holders of the Parent Company.
SERABI GOLD PLC
Condensed Consolidated Balance Sheets
| As at | As at | As at | |||
| 31 March | 31 March | 31 December | |||
| 2013 | 2012 | 2012 | |||
| (expressed in US$) | (unaudited) | (unaudited) | (audited) | ||
| Non-current assets | |||||
| Development and deferred exploration costs | 17,696,480 | 17,998,296 | 17,360,805 | ||
| Property, plant and equipment | 29,187,365 | 28,690,108 | 26,848,991 | ||
| Total non-current assets | 46,883,845 | 46,688,404 | 44,209,796 | ||
| Current assets | |||||
| Inventories | 795,485 | 1,140,908 | 722,868 | ||
| Trade and other receivables | 182,018 | 107,047 | 85,509 | ||
| Prepayments and accrued income | 681,188 | 661,105 | 603,005 | ||
| Cash and cash equivalents | 20,222,386 | 3,382,198 | 2,582,046 | ||
| Total current assets | 21,881,077 | 5,291,258 | 3,993,428 | ||
| Current liabilities | |||||
| Trade and other payables | 2,295,152 | 2,186,333 | 2,001,683 | ||
| Interest bearing liabilities | -- | -- | 4,580,745 | ||
| Accruals | 408,540 | 115,214 | 171,102 | ||
| Total current liabilities | 2,703,692 | 2,301,547 | 6,753,530 | ||
| Net current assets / (liabilities) | 19,177,385 | 2,989,711 | (2,760,102) | ||
| Total assets less current liabilities | 66,061,230 | 49,678,115 | 41,449,694 | ||
| Non-current liabilities | |||||
| Trade and other payables | 131,230 | 510,506 | 211,939 | ||
| Provisions | 1,635,873 | 1,460,029 | 1,612,098 | ||
| Interest bearing liabilities | 386,729 | 319,020 | 364,656 | ||
| Total non-current liabilities | 2,153,832 | 2,289,555 | 2,188,693 | ||
| Net assets | 63,907,398 | 47,388,560 | 39,261,001 | ||
| Equity | |||||
| Share capital | 52,773,993 | 31,416,993 | 31,416,993 | ||
| Share premium reserve | 54,083,565 | 50,306,920 | 50,182,624 | ||
| Option reserve | 2,069,189 | 1,990,465 | 2,019,782 | ||
| Other reserves | 427,615 | 780,028 | 780,028 | ||
| Translation reserve | (3,996,836) | 91,685 | (4,606,311) | ||
| Accumulated losses | (41,450,128) | (37,197,531) | (40,532,115) | ||
| Equity shareholders' funds | 63,907,398 | 47,388,560 | 39,261,001 |
The interim financial information has not been audited and does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. Whilst the financial information included in this announcement has been compiled in accordance with International Financial Reporting Standards ("IFRS") this announcement itself does not contain sufficient financial information to comply with IFRS. The Group statutory accounts for the year ended 31 December 2012 prepared under IFRS as adopted in the EU and with IFRS and their interpretations adopted by the International Accounting Standards Board will be filed with the Registrar of Companies following their adoption by shareholders at the next Annual General Meeting. The auditor's report on these accounts was unqualified but did contain an Emphasis of Matter with respect to the Company and the Group regarding Going Concern and the future availability of project finance. The auditor's report did not contain a statement under Section 498 (2) or 498 (3) of the Companies Act 2006.
SERABI GOLD PLC
Condensed Consolidated Statements of Changes in Shareholders' Equity
| (expressed in US$) | |||||||
| (unaudited) | Share capital | Share premium | Share option reserve | Other reserves | Translation reserve | Accumulated losses | Total equity |
| Equity shareholders' funds at 31 December 2011 | 29,291,551 | 48,292,057 | 1,956,349 | 702,095 | (1,075,167) | (35,882,405) | 43,284,480 |
| Foreign currency adjustments | - | - | - | - | 1,166,852 | - | 1,166,852 |
| Loss for the period | - | - | - | - | - | (1,315,126) | (1,315,126) |
| Total comprehensive income for the period | - | - | - | - | 1,166,852 | (1,315,126) | (148,274) |
| Issue of new ordinary shares for cash | 2,125,442 | 2,047,509 | - | 77,933 | - | - | 4,250,884 |
| Costs associated with issue of new ordinary shares for cash | - | (32,646) | - | - | - | - | (32,646) |
| Share option expense | - | - | 34,116 | - | - | - | 34,116 |
| Equity shareholders' funds at 31 March 2012 | 31,416,993 | 50,306,920 | 1,990,465 | 780,028 | 91,685 | (37,197,531) | 47,388,560 |
| Foreign currency adjustments | - | - | - | - | (4,697,996) | - | (4,697,996) |
| Loss for the period | - | - | - | - | - | (3,421,860) | (3,421,860) |
| Total comprehensive income for the period | - | - | - | - | (4,697,996) | (3,421,860) | (8,119,856) |
| Costs associated with issue of new ordinary shares for cash | - | (124,296) | - | - | - | - | (124,296) |
| Share options lapsed | - | - | (87,276) | - | - | 87,276 | - |
| Share option expense | - | - | 116,593 | - | - | - | 116,593 |
| Equity shareholders' funds at 31 December 2012 | 31,416,993 | 50,182,624 | 2,019,782 | 780,028 | (4,606,311) | (40,532,115) | 39,261,001 |
| Foreign currency adjustments | - | - | - | - | 609,475 | - | 609,475 |
| Loss for the period | - | - | - | - | - | (1,359,226) | (1,359,226) |
| Total comprehensive income for the period | - | - | - | - | 609,475 | (1,359,226) | (749,751) |
| Issue of new ordinary shares for cash | 21,357,000 | 4,182,600 | - | 88,800 | - | - | 25,628,400 |
| Costs associated with issue of new ordinary shares for cash | - | (281,659) | - | - | - | - | (281,659) |
| Warrants lapsed in period | - | - | - | (441,213) | - | 441,213 | - |
| Share option expense | - | - | 49,407 | - | - | - | 49,407 |
| Equity shareholders' funds at 31 March 2013 | 52,773,993 | 54,083,565 | 2,069,189 | 427,615 | (3,996,836) | (41,450,128) | 63,907,398 |
SERABI GOLD PLC
Condensed Consolidated Cash Flow Statements
| For the three months ended 31 March | |||||
| 2013 | 2012 | ||||
| (expressed in US$) | (unaudited) | (unaudited) | |||
| Operating activities | |||||
| Operating loss | (1,064,266) | (1,384,267) | |||
| Depreciation - plant, equipment and mining properties | 107,667 | 426,637 | |||
| Option costs | 47,846 | 29,150 | |||
| Interest paid | (107,605) | (5,301) | |||
| Foreign exchange | (305,314) | 55,616 | |||
| Changes in working capital | |||||
| Increase in inventories | (61,587) | (6,379) | |||
| Increase in receivables, prepayments and accrued income | (166,936) | (42,208) | |||
| Increase/(decrease) in payables, accruals and provisions | 423,347 | (480,318) | |||
| Net cash outflow from operations | (1,126,848) | (1,309,896) | |||
| Investing activities | |||||
| Purchase of property, plant and equipment and projects in construction | (2,079,391) | (51,910) | |||
| Exploration and development expenditure | (111,137) | (931,607) | |||
| Interest received | 2,757 | 1,179 | |||
| Net cash outflow on investing activities | (2,187,771) | (982,338) | |||
| Financing activities | |||||
| Issue of ordinary share capital | 25,628,400 | 4,250,883 | |||
| Repayment of short-term loan | (4,500,000) | - | |||
| Payment of share issue costs | (281,659) | (32,645) | |||
| Net cash inflow from financing activities | 20,846,741 | 4,218,238 | |||
| Net increase in cash and cash equivalents | 17,532,122 | 1,926,004 | |||
| Cash and cash equivalents at beginning of period | 2,582,046 | 1,406,458 | |||
| Exchange difference on cash | 108,218 | 49,736 | |||
| Cash and cash equivalents at end of period | 20,222,386 | 3,382,198 | |||
1. Basis of preparation
These interim accounts are for the three month period ended 31 March 2013. Comparative information has been provided for the unaudited three month period ended 31 March 2012 and, where applicable, the audited twelve month period from 1 January 2012 to 31 December 2012.
The accounts for the periods have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the accounting policies are consistent with those of the annual financial statements for the year ended 31 December 2012 and those envisaged for the financial statements for the year ending 31 December 2013. The Group has not adopted any standards or interpretation in advance of the required implementation dates. It is not anticipated that the adoption in the future of the new or revised standards or interpretations that have been issued by the International Accounting Standards Board will have a material impact on the Group's earnings or shareholders' funds.
The condensed set of financial statements for the three month period ended 31 March 2013 has been reviewed by the auditors as set out in their report.
(i) Going concern and availability of project finance
In common with many companies in the exploration and development stages, the Company raises its finance for exploration and development programmes in discrete tranches. During the early part of 2012 the Company commissioned a Preliminary Economic Assessment ("PEA") of the viability of re-commencing mining operations at the Palito Mine. The report which was completed and published in June 2012 was positive and the Company entered into a conditional subscription agreement with Fratelli Investments Limited ("Fratelli") on 2 October 2012 to subscribe for and underwrite a placement of new shares to finance the development and start-up of underground mining activities at the Palito gold mine. In addition Fratelli agreed to provide an interim secured loan facility of US$6 million to provide additional working capital to the Company and to enable it to commence the initial works at Palito. The placing of 270 million new Ordinary Shares with Fratelli and other subscribers was completed on 17 January 2013, raising gross proceeds of UK£16.2 million. The Company has repaid out of the proceeds the amount of the loan facility that had been drawn down, which at that time was US$4.5 million plus accrued interest. Management considers that the Company has adequate access to capital to be able to complete the necessary mine development and process plant and infrastructure rehabilitation works that are required in order to be able to commence gold production before the end of 2013. From that time management anticipate that the Company will have sufficient cash flow to be able to meet all its obligations as and when they fall due and to, at least in part, finance the exploration and development activities that it would like to undertake on its other exploration projects.
There are, however, risks associated with the commencement of any new mining and processing operation whereby unforeseen technical and logistical events result in additional time being required for commissioning or additional costs needing to be incurred, giving rise to the possibility that additional working capital may be required to fund these delays or additional capital requirements. Should additional working capital be required the Directors consider that further sources of finance could be secured within the required timescale. On this basis the Directors have therefore concluded that it is appropriate to prepare the financial statements on a going concern basis. However there is no certainty that such additional funds will be forthcoming. These conditions indicate the existence of a material uncertainty which may cast doubt over the Group's and the Company's ability to continue as a going concern and therefore that it may be unable to realise its assets and discharge its liabilities in the normal course of business.
These financial statements do not reflect the adjustments to carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate. These adjustments could be material.
(ii) Impairment
The Directors have undertaken a review of the carrying value of the mining and exploration assets of the Group and given particular consideration to the results of the PEA, the current operational status of Palito and the potential risks and implications of starting up a past producing gold mine. As part of this review they have assessed the value of the existing Palito Mine asset on the basis of the projected value in use that could be expected should the Company follow the re-development, start-up and future mining plans proposed in the PEA. The carrying values of assets have not been adjusted to reflect a failure to raise sufficient funds, not achieving the projected levels of operation or that, if a sale transaction were undertaken, the proceeds may not realise the value as stated in the accounts.
(iii) Inventories
Inventories are valued at the lower of cost and net realisable value.
(iv) Property, plant and equipment
Property, plant and equipment are depreciated over their estimated useful lives.
(v) Mining property and assets in construction
The Group commenced commercial production at the Palito mine effective 1 October 2006. Prior to this date all revenues and operating costs were capitalised as part of the development costs of the mine. Effective from 1 October 2006 the accumulated development costs of the mine were re-classified as Mining Property costs and such cost will be amortised over the anticipated life of the mine on a unit of production basis. As the underground mine is currently on care and maintenance and there is no depletion of the reserves and resources attributable to the mine, no amortization charge has been recorded in the period.
Costs related to work on the remediation, rehabilitation and development of the Palito mine, the process plant and other site infrastructure are being capitalised together with a portion of general administration costs incurred in Brazil as Assets in Construction. Upon the successful commencement of commercial production, these costs will be transferred to Mining Assets and amortised on a unit of production basis.
(vi) Revenue
Revenue represents amounts receivable in respect of sales of gold and by-products. Revenue represents only sales for which contracts have been agreed and for which the product has been delivered to the purchaser in the manner set out in the contract. Revenue is stated net of any applicable sales taxes. Any unsold production and in particular concentrate is held as inventory and valued at production cost until sold.
(vii) Currencies
The condensed financial statements are presented in United States dollars (US$ or "$"). Other currencies referred to in these condensed financial statements are GB pounds ("GB£"), Canadian dollars ("C$") and Brazilian Reais ("BrR$").
Transactions in currencies other than the functional currency of a company are recorded at a rate of exchange approximating to that prevailing at the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated at the amounts prevailing at the balance sheet date and any gains or losses arising are recognised in profit or loss.
On consolidation, the assets and liabilities of the Group's overseas operations that do not have a US Dollar functional currency are translated at exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rate for the period. Exchange differences arising on the net investment in subsidiaries are recognised in other comprehensive income.
(viii) Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within interest bearing liabilities in current liabilities on the balance sheet.
ENDS
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Serabi Gold plc via Thomson Reuters ONE
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