CHINA NONFERROUS GOLD LIMITEDCompany Registration Number WK-277188ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 CHINA NONFERROUS GOLD LIMITED
Contents
Company Information
Chairman’s Statement
Report of the Directors
Statement of Directors’ Responsibilities
Report of the Independent Auditor
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Accounting Policies
Notes to the Financial Statements
Page
2
4
6
16
17
18
19
20
21
23
38
1
CHINA NONFERROUS GOLD LIMITED
Company Information
Directors
Joint Company Secretaries
Registered Office
Nominated Adviser
Bankers
(Non-Executive Chairman)
(Executive Director)
(Executive Director)
(Executive Director)
(Non-Executive Director)
(Non-Executive Director)
Mr Tao Luo
Mr Li Li
Mr Weili Tang
Mr Wang Yubin
Mr Abuali Ismatov
Mr Pizhao Che
Mr Li Wing Sum
Ms Ma Yifei
190 Elgin Avenue
George Town
Grand Cayman
KY1-9005
Cayman Islands
Investec Bank Plc
2 Gresham Street
London EC2V 7QP
National Westminster Bank Plc
Knightsbridge Commercial Business Centre
186 Brompton Road
London SW3 1HL
HSBC Plc
21 Kings Mall
King Street
Hammersmith
London W6 0QF
Bank of China
1/F CNMC Building
10 Anding Road
Chaoyang District
Beijing 10029
China
JSC SO PBRR ‘Tajprombank’
734025 Rudaki Avenue 22
Dushanbe
Republic of Tajikistan
2
CHINA NONFERROUS GOLD LIMITED
Company Information (continued)
Bankers (continued)
JSC ‘Agroinvestbank’
734018 Ave Saadi Sherozi 21
Dushanbe
Republic of Tajikistan
Independent Auditor
Legal Advisors
SSB RT ‘Amonatbank’
Rudaki Avenue 22
Dushanbe
Republic of Tajikistan
PKF Littlejohn LLP
Statutory Auditor
1 Westferry Circus
Canary Wharf
London E14 4HD
Hong Kong law
Pinsent Masons
50th Floor, Central Plaza
18 Harbour Road
Hong Kong
English law
Speechly Bircham LLP
6 New Street Square
London EC4A 3LX
United Kingdom
Tajikistan law
Legal Consulting Group
10th Floor, Block A
Sozidanie Business Centre
48 Aini Street
Dushanbe
Tajikistan
Cayman Islands law
Walkers
Suite 1501-1507
Alexandra House
18 Chater Road
Central
Hong Kong
The People’s Republic of China
(“PRC”) law
Zong Heng Law Firm
Room 500, Textile Industry
Bureau
12 East Chang-An Avenue
Beijing 100742
PRC
3
CHINA NONFERROUS GOLD LIMITED
Chairman’s Statement
From both an operational and corporate perspective, 2013 was a critical year in the ongoing development
of China Nonferrous Gold Limited (‘CNG’). The Group continued to advance its flagship multi-million
ounce Pakrut gold project towards production, while also undertaking a corporate restructuring and
re-naming in order to prepare the Group for a potential listing on the main board of the Hong Kong
Stock Exchange (‘HKSE’).
A clear path towards production
Construction work has continued apace at Pakrut. As reported previously, much progress has been
achieved with the construction of the underground mine, which remains on track to complete this year
with initial small scale production scheduled to commence immediately thereafter. The main decline at
the mine has reached a depth of more than 1,000 metres, while the west ventilation access decline has
reached a depth of over 430 metres. Full scale production in Phase 1 of 2,000 tonnes per day (“tpd”) is
expected to commence in June 2015.
Work regarding associated infrastructure is also progressing to plan, with construction of the access
road and bridges to the mine now complete and work on the external power supply network set to be
completed by the end of September 2014. The majority of equipment required for the processing plants
has been purchased and is currently being shipped to the mine site, with construction of the processing
plants set to commence shortly.
While I am pleased to report this progress, I am also conscious that the Group is behind the initial
timescale it set for bringing the Pakrut gold project into production. However, much was achieved in
2013, and indeed has been achieved so far in 2014, and there is a strong view shared by the Board that
the majority of construction challenges have been overcome.
The Independent Technical Report produced by SRK Consulting China Limited, which was announced
on 17 June 2013, highlights the Board’s belief that the Pakrut project is being developed on a very strong
and viable commercial basis. Being so close to commercial production is highly exciting and we remain
committed to making this happen as soon as possible.
Completion of corporate restructuring in advance of potential Hong Kong listing
Having completed our corporate restructuring, a significant amount of management time and attention
has gone into preparing the Group for listing on the HKSE. As a reminder to all shareholders, the reason
for seeking this listing is that the Group’s Board of Directors unanimously view the HKSE as
representing a more appropriate and attractive exchange on which to list CNG, and believe the successful
completion of such a listing, and subsequent de-listing from the AIM of the London Stock Exchange,
would be in the interests of all shareholders.
Looking beyond our Pakrut gold project, the Group has ambitions to become a mid-tier gold producer
in the medium-term, which could be achieved through a combination of acquisitive growth and the
further exploration and development of our existing asset base. Achieving these objectives could
potentially require additional future capital. Given this, the Board felt that seeking a listing in Hong
Kong is not only more appropriate given the Group’s strong Chinese ties, but would place the Group in
a stronger position to achieve its medium to long-term growth aspirations, given the more favourable
disposition of the Hong Kong investor base to companies of our size, focus and stage of development.
4
CHINA NONFERROUS GOLD LIMITED
Chairman’s Statement (continued)
Financial Results for the Year ended 31 December 2013
The amount incurred by the Group on development and construction work during the year was
US$20,256,000 (2012: US$25,523,000). Administration expenditure was US$3,652,000 (2012:
US$3,406,000). The overall loss incurred by the Group was US$6,393,000 (2012: US$3,618,000). Total
cash equity funding raised from exercising options during the period was US$88,000 resulting in cash
and cash equivalents at the end of the period of US$8,602,000 (2012: US$26,085,000).
As always, I would like to take this opportunity to thank all of our employees, management, advisors
and the entire board, including former Managing Director Craig Brown, for their efforts during 2013
and also thank our shareholders for their continued support of our Group.
With small-scale production at Pakrut expected before the end of the year and significant progress made
towards a potential listing in Hong Kong, the future for our Group is very exciting. I look forward to
updating shareholders on further progress as and when appropriate.
Events Post Period End
Post period end, the Group obtained a bank term loan facility of US$120,000,000 from Industrial and
Commercial Bank of China (Macau) Limited, secured by standby letters of credit. The loans advanced
under the facility cannot exceed 95% of the value of the standby letters of credit. A standby letter of
credit was issued on 24 June 2014 for US$84,500,000. The loan availability period runs from 9 July 2014
until 19 June 2015 and the Group will draw down the remaining facility when required, subject to the
provision of the requisite letter of credit. Interest is charged at 2.9% above the 3 month LIBOR rate. The
loan is conditional upon usual commercial terms including the supply of associated documentation
(which includes the completion of associated security documentation). The principal loan repayments
commence on 30 January 2016 and the loan is repayable by 8 June 2019.
Tao Luo
Non-Executive Chairman
29 June 2014
5
CHINA NONFERROUS GOLD LIMITED
Report of the Directors
The Directors present their annual report and the audited Financial Statements of China Nonferrous
Gold Limited for the year ended 31 December 2013.
Principal Activity
The principal activity of the Group is that of mineral exploitation and development.
Business Review
Introduction
China Nonferrous Gold Limited (“CNG”) is a mineral exploration and development company. The
Group’s projects are located in central Asia, having been discovered during the Soviet era. The principal
focus of the Group is the development of the Pakrut Gold Project. The Group is also evaluating other
gold and precious metal deposits with the objective, where appropriate, of bringing them into production.
CNG, following the scheme of arrangement between Kryso Resources Limited (formerly Kryso
Resources Plc) and its shareholders, was admitted to trading on AIM 31 July 2013 in order to continue
funding the development of the Pakrut Gold Deposit and the exploration of the Pakrut Licence Area,
and better position the Group to obtain and acquire other gold and base metal deposits in Tajikistan.
The Group’s Executive Directors have a proven track record of operating in Tajikistan and they believe
CNG to be the first foreign company to obtain a 100% interest in a mining and exploration project in
the country.
A review of the activities of the Group during 2013 is provided in the Chairman’s Statement.
Strategy
CNG’s strategy is to maximise shareholder value through the development of the Group’s exploration
properties, through proving up additional resources, completing feasibility studies on the properties and,
where and when appropriate, bringing the projects into production. CNG’s medium term objective is to
become a mid-tier gold producer.
CNG believes it has high quality senior and local management who have the right technical skills and
in-country experience to develop current and future projects into profitable mining operations.
Operating Review
Over 2013 the Group has:
•
•
•
•
•
Continued construction of the underground decline and started construction of the west ventilation
shaft of the Pakrut underground gold mine.
Continued construction on upgrading 55 kilometres of road to Pakrut, reconstructed 6 of 7 bridges
and completed further geotechnical drilling.
Entered into a construction contract with Shanxi No.3 Electric Power Construction Company to
construct external power supply.
Began construction of a 110kv electrical substation and started the erection of 73 kilometres of
110kv power lines.
Purchased the majority of equipment required for the processing plants which is currently being
shipped to the mine site.
6
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
•
•
Began preparing all necessary reports and a draft listing application to prepare the Group for a
potential listing on the Main Board of the Hong Kong Stock Exchange Limited (“HKEx”).
Drilled a total of 5,330 metres at Eastern Pakrut and Rufigar.
Pakrut Gold Deposit and Licence Area
In April 2004, LLC Pakrut, a wholly owned subsidiary of the Company, was granted a licence and
geological lease to explore and exploit the Pakrut Licence Area which comprises the Pakrut gold deposit
and the surrounding 6,300 hectare exploration area located in the metalliferous southern Tien-Shan
Gold Belt. The exploration licence was valid for 10 years and expired on 1 April 2014. An application
has been submitted in accordance with the required procedures to renew the exploration licence. The
renewal application is being considered by the Government of Tajikistan and the Group is working with
the Government to ensure it is renewed as soon as possible.
In November 2011, the Government of the Republic of Tajikistan issued the Pakrut Project mining
licence to LLC Pakrut. According to the terms of the licence, the amount of ore that can be mined is
variable depending upon the mine plan. The plan submitted by CNG in June 2013 envisages an initial
processing capacity of 660,000 tons of ore per annum, increasing to 1,320,000 tons per annum from
2017. The mining licence is valid until 2 November 2030.
Financial Review
The results for the year ended 31 December 2013 and the year ended 31 December 2012 were as follows:
Revenue
Exploration and evaluation costs capitalised during the year as
intangible assets
Mine construction costs capitalised during the year
Administrative expenses
Total costs
% Administrative expenses to total costs
Operating loss
Finance costs
Less: interest receivable
Loss on ordinary activities before taxation
Loss per share (cents)
2013
US$000
–
2012
US$000
–
6,372
10,763
3,652
20,787
17.6%
6,359
44
10
6,393
1.68
1,332
24,191
3,406
28,929
11.8%
3,662
–
44
3,618
1.16
The main financial Key Performance Indicator (‘KPI’) for the Group is administration costs as a
percentage of total costs which continues to be at an acceptable proportion. Administrative expenses
increased in 2013 as the Group employed additional administrative and technical staff in gearing-up for
the commencement of construction and production at the Pakrut Gold Project.
7
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
Corporate Responsibility
The Group will endeavour to build a sustainable and profitable business to maximise the return to its
shareholders and in doing so will not knowingly overlook our Corporate Responsibilities.
Certain of the Directors also serve as directors of other companies involved in natural resource
exploration, development and mining and consequently there exists the possibility for such Directors to
be in a position of conflict. Any decision made by such Directors involving the Group will be made in
accordance with their duties and obligations to deal fairly and in good faith with the Group and such
other companies. In addition, such Directors will declare, and refrain from voting on, any matter in
which such Directors may have a conflict of interest.
People
The Group recognises that the success of its ventures is based on the well-being and health of its
employees. All employees have to pass through an induction process where they are briefed on the
Group’s health and safety policies. The safety of the Group’s employees is of the utmost importance and
is therefore taken seriously in all areas in which the Group’s employees operate.
The Group is also committed to the development of its employees and encourages them to attend courses
and programmes to further develop their own skills. The Group also aims to provide a favourable
working environment which will continue to draw, retain and motivate its employees so that they can
reach their true potential and share in the Group’s success.
Employees are kept well informed of the performance and objectives of the Group through established
methods of personal briefings and regular meetings. Employees are given the opportunity to develop and
progress according to their ability. The Group has an employee share option scheme to encourage
employees’ participation in the Group’s performance.
The Group has continued its policy of giving the disabled full and fair consideration for all job vacancies
for which they offer themselves as suitable applicants, having regard to their particular aptitudes and
abilities. With regard to existing disabled employees and those who may become disabled during the
year, the Group examines ways and means of providing continuing employment under normal terms and
conditions and provides training, career development and promotion, where appropriate.
Social
The Group continues to have a strong relationship with the local communities in the areas in which it
operates, respecting their laws and customs. The Group employs local people in all levels within the
organisation; this ensures a transparent and fair transfer of benefits and support to their communities
where appropriate. The Group engages the local communities in all aspects of the projects it is actively
involved in, from exploration through to feasibility and production, ensuring that concerns are addressed
and that support is maintained throughout the entire process.
Environment
The Group has a strict environmental code with which all its employees are well-versed during the
induction process; this not only satisfies the local environmental code, but also the international code.
The Group has contracted the services of a local environmental consultant who monitors its operations
to ensure that any lapses are immediately brought to the attention of management.
8
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
Risk Factors
There are several principal risk factors outlined below that may affect the Group’s businesses and which
may not all be within the Group’s control. Other factors not listed below may also adversely affect the
Group, but management may take action to mitigate some of these risks; these are identified where
appropriate.
Risks and Uncertainties
Exploration and Development Risk
The exploration for and the development of mineral deposits involves significant risks, which even a
combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of
an ore body may result in substantial rewards, few properties which are explored ultimately develop into
producing mines. Major resources may be required to establish ore reserves, to develop metallurgical
processes and to construct mining and processing facilities at the Pakrut site. It is impossible to ensure
that the current exploration programmes planned and being carried out by the Group will result in
profitable commercial mining operations.
There is no certainty that the exploration expenditures made by the Group as described in these financial
statements will result in discoveries of commercial quantities of ore or a commercially feasible mining
operation. There is aggressive competition within the mining industry for the discovery and acquisition
of properties considered to have commercial potential. The Group will compete with other companies,
many of which have greater financial resources, for the opportunity to participate in promising projects.
Significant capital investment is required to achieve commercial production from successful exploration
efforts.
The commercial viability of a deposit is dependent on a number of factors. These include deposit
attributes such as size, grade and proximity to infrastructure; current and future market prices which
can be cyclical; government regulations including those relating to prices, taxes, royalties, land tenure,
land use, importing and exporting of minerals and environmental protection. The effect of these factors,
either alone or in combination, cannot be entirely predicted, and their impact may result in the Group
not receiving an adequate return on invested capital.
There is no assurance the Group will be able to adhere to the current development and production
schedule or that the required capital and operating expenditure will be accurate. The Group’s
development plans may be adversely affected by the failure to obtain the necessary approvals, licenses
or permits to commence production or technical or construction difficulties which are beyond the
Group’s control. Operational risks and hazards include: unexpected maintenance, technical problems or
delays in obtaining machinery and equipment, interruptions from adverse weather conditions, industrial
accidents, power or fuel supply interruptions and unexpected variations in geological conditions.
The risks inherent in developing the Group’s projects are mitigated to some extent by the strategic
alliance with China Nonferrous Metals Int’l Mining Co. Ltd, which is a member of a group with a
number of active mining operations.
Regulatory and Legal Risk
Substantially all of the Group’s business and operations are governed by the laws, rules and regulations
in Tajikistan which can contain inherent ambiguities, uncertainty, inconsistency and contradictions with
regards to their application, interpretation, implementation and enforcement. In particular, the laws,
rules and regulations which the Group is subject to, including, but not limited to, those relating to foreign
9
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
investments, subsoil use, land use, licensing, customs, foreign currency, environmental protection and
taxation are still evolving and remain uncertain in many respects.
In addition, the judicial system in Tajikistan may not be independent and immune from the economic,
political and nationalistic influences in Tajikistan and the decisions of the courts are often not transparent
and available to the public. In many circumstances there are no prior court decisions for reference and the
interpretations of the laws, rules and regulations by the courts in Tajikistan remain ambiguous and it is
difficult to predict or to seek effective legal redress. The regulatory authorities in Tajikistan are entrusted
with a high degree of discretion and authority in the application, interpretation, implementation and
enforcement of the laws, rules and regulations potentially resulting in ambiguous and inconsistent actions.
There is no assurance that the Group will be able to comply with all new laws, rules and regulations
applicable to its mining operations or any changes in laws, rules and regulations. Furthermore, the legal
protections available to the Group may be limited and could have a material impact on the results of the
Group and the imposition of penalties and/or regulatory action. In addition, the process of obtaining,
retaining or renewing licences and permits could be time-consuming and costly and could give rise to
unexpected delays and expenses.
The Group’s existing licences and permits could be revoked or terminated by the Tajikistan Government,
the local government or the Tajikistan courts under certain circumstances, including failure to comply
with the conditions imposed by the licences and permits, which may include the provision of regular
reports to the relevant regulatory authority, obtaining sufficient insurance coverage, adherence to the
permitted extraction of mineral resources or complying with the obligations relating to sustainable
management, subsoil, environmental protection and health and safety regulations. Failure to obtain,
retain or renew the relevant licences and permits required at all or on a timely basis could have a
material adverse affect on the Group’s financial condition.
Economic Risk
The profitability of the Group’s future operations may be significantly affected by changes in the market
prices for the materials it may produce and is affected by numerous factors beyond the Group’s control.
The level of interest rates, the rate of inflation, world supply, and the stability of exchange rates can all
cause fluctuations in the price. Such external factors are in turn influenced by changes in international
investment patterns and monetary systems and also political developments. Metal prices have fluctuated
in recent years, particularly gold, and future significant price declines could cause future commercial
production to be uneconomic and have a material adverse effect on the Group’s financial condition.
Certain payments, in order to earn or maintain property interests, are to be made in local currency in
the jurisdiction where the applicable property is located. As a result, fluctuations in the British Pound
and the Tajik Somoni could have a material adverse effect on the Group’s financial results which are
denominated and reported in US dollars.
The Group currently does not carry insurance to protect against certain risks. As a result, the Group may
become subject to liability to include environmental pollution, political risk and other hazards against
which the Group cannot insure or which it may elect not to insure. The payment of such liabilities may
have a material adverse effect on the Group’s financial condition.
The tax laws and regulations in Tajikistan have been in effect for a relatively short period of time,
including but not limited to the new tax code which came into effect on 1 January 2013. The tax risks
in Tajikistan are therefore substantially higher than those in countries with more developed tax systems.
10
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
The uncertain application of tax laws and regulations creates the risk of additional tax liabilities and
uncertainties regarding the application and interpretation of those laws and regulations.
Financial Risk
The Group’s operations expose it to a number of financial risks. These are discussed under ‘Financial
Risk Management’ within the Accounting Policies.
Political and Country Risk
Substantially all of the Group’s business and operations are conducted in Tajikistan. The political,
economic, legal and social situation in Tajikistan introduces a certain degree of risk with respect to the
Group’s activities. The Government of Tajikistan exercises control over such matters as exploration and
mining licencing, permitting, exporting and taxation, which may adversely impact the Group’s ability to
carry out exploration, development and mining activities.
Government activity, which could include non-renewal of licences, may result in any income receivable
by the Group being adversely affected. In particular, changes in the application or interpretation of
mining and exploration laws and/or taxation provisions in Tajikistan could adversely affect the value of
the Group’s interests.
No assurance can be given that the Group will be able to maintain or obtain effective security or
insurance for any of its assets or personnel at its operations in Tajikistan; this may affect the Group’s
operations or plans in the future. A moderate degree of security is also required to mitigate the risk of
loss by theft, either by the Group’s employees or by third parties, and controls are implemented where
possible to minimise this risk. No assurance can be given that such factors will not have a material
adverse effect on the Group’s ability to undertake exploration, development and mining activities in
respect to present and future properties in Tajikistan.
The Group’s controlling shareholder is a PRC state-owned enterprise. Any adverse changes to Sino –
Tajikistan diplomatic relations could affect the policies and regulations of the Tajikistan Government
towards foreign investment and foreign exchange, which could adversely affect the Group’s business,
financial conditions and prospects.
Performance of Key Personnel and Employees
The Group is dependent on a relatively small number of employees, the loss of any of whom could have
an adverse effect on the Group.
There has been a steady emigration of skilled personnel from Tajikistan in recent years that could
adversely affect the Group’s ability to retain its employees.
Results and Dividends
The results for the year and the Group’s financial position at the end of the year are shown in the attached
Financial Statements. The Directors do not recommend the payment of a dividend (2012: US$Nil).
Future Developments
Future prospects are set out in the Chairman’s Statement on pages 4 and 5 and above.
11
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
Directors and their Interests
The Directors who served the Group during the year together with their beneficial interests in the shares
of the Group were as follows:
Mr Abuali Ismatov
Mr Tao Luo
Mr Weili Tang
Mr Li Li
Mr Pizhao Che
Mr Craig William Brown
* or later date of appointment.
** or earlier date of resignation.
At
31 December
2013**
At
1 January
2013*
7,100,000
–
–
–
–
900,000
7,100,000
–
–
–
–
900,000
Mr Craig William Brown resigned from the Board on 30 September 2013.
The Directors’ holdings of options at the beginning and end of the year were as follows:
Mr Abuali Ismatov
Mr Tao Luo
Mr Weili Tang
Mr Li Li
Mr Pizhao Che
Mr Craig William Brown
None of the Directors exercised any share options during the year.
At
31 December
2013
At
1 January
2013
800,000
1,400,000
1,400,000
1,400,000
–
800,000
800,000
1,400,000
1,400,000
1,400,000
–
800,000
12
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
Substantial shareholdings
As at 24 June 2014, the Directors were aware of the following shareholdings in excess of 3% of the
Company’s issued share capital.
China Nonferrous Metals Int’l Mining Co Ltd
Pershing Nominees Limited Des:PERNY
Vidacos Nominees Limited
Lynchwood Nominees Limited Des:2006420
HSBC Global Custody Nominee (UK) Limited
Morstan Nominees Limited
Number of
ordinary
shares
146,666,666
87,121,742
33,823,113
18,184,202
17,563,411
16,500,000
Percent
of issued
ordinary
share
capital
38.44%
22.83%
8.86%
4.77%
4.60%
4.32%
Share Capital
A statement of the changes in the share capital of the Company is set out in note 21 to the Financial
Statements.
Directors
The Board comprises:
Mr Tao Luo (aged 61), Non-Executive Chairman
Tao is the Chairman of China Nonferrous Metals Int’l Mining Co., Ltd (CNMIM). He has over 30 years’
experience in the nonferrous metals industry. He was Vice Director of Beijing General Research
Institute for Nonferrous Metals. He was also the Chairman of Committee of Supervisors and Vice
President of Aluminium Corporation of China Ltd (CHALCO), a company listed on the New York Stock
Exchange and the Hong Kong Stock Exchange. He is presently the President of China Nonferrous
Metals Mining (Group) Corp. (CNMC).
Mr Weili Tang (David Tang) (aged 48), Managing Director
David is President of CNMIM. He graduated with master’s degree in computer application from Central
South University of Technology in the PRC in 1991. In the early 1990s he pioneered the trading system
for the first nonferrous metals future commodity exchange in China.
Mr Li Li (Leonard Lee) (aged 49), Finance Director
Leonard obtained a bachelor’s degree in physics from Peking University in the PRC in July 1988 and a
master’s degree in business administration from the University of Rochester, William E Simon School
of Business Administration in the United States in June 2002. Mr Li has over 10 years of experience in
business development roles.
13
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
Mr Wang Yubin (aged 50), Executive Director
Wang is the General Manager of Limited Liability Company Pakrut (“LLC Pakrut”) and has over
30 years of combined experience in gold and other nonferrous metals mining and relevant activities
including the construction of ramp, shaft, processing plant and infrastructure in underground mines, and
mining activities including drifting, cutting, blasting and stopping in non-ferrous mines. Wang obtained
a bachelor’s degree in mining metallurgical engineering from Baotou Iron and Steel Institute in the PRC
in July 1983 and a master’s degree in business administration from Zhongnan University of Economics
and Law in the PRC in June 2004.
Mr Abuali Ismatov (aged 54), Non-Executive Director
Abuali is a prominent businessman in the Republic of Tajikistan. Abuali graduated in 1981 from the
Tajik Agricultural Institute with a diploma in Hydro Engineering and in 2001, completed his Masters in
Finance and Economics from the Tajik State National University. Since 1992, Abuali has been a founder
and shareholder of several multi-national companies established in Tajikistan with foreign investment.
Mr Pizhao Che (aged 57), Non-Executive Director (appointed 25 September 2013)
Mr Che has approximately 27 years of experience in the legal profession. Mr Che obtained a degree of
master of laws from the University of Wisconsin-Madison in the United States in May 1986. Between
September 1986 and September 1999, he worked at the Law School of Jilin University with the last
position as a professor. Since September 1999, he has been a professor in international economic law at
the Law School of Tsinghua University. Since March 2012 he has served as independent director of
Fangda Carbon New Material Co., Ltd.
Corporate Governance
The Company’s shares are traded on the AIM market of the London Stock Exchange and the Company
is not therefore required to report on compliance with the UK Corporate Governance Code appended to
the listing rules of the Financial Conduct Authority. However, the Board of Directors supports the
principles of good governance.
Internal Control
The Directors acknowledge their responsibilities for the Group’s system of internal control. The Board
considers major business and financial risks. All strategic decisions are decided by the Board and the
making of individual investment and loan decisions is designated to members of the Board. Accepting
that no systems of control can provide absolute assurance against material misstatement or loss, the
Directors believe that the established systems for internal control within the Group are appropriate to
the business.
Audit Committee
The Audit Committee comprises the Non-Executive Directors of the Group and meets at least twice
each year. The Audit Committee is responsible for ensuring that the Group’s financial performance is
properly monitored, controlled and reported. It also meets the auditor and reviews reports from the
auditor relating to the Financial Statements and internal control systems. The Audit Committee meets
once a year with the auditor, without executive board members present.
14
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
Remuneration Committee
The Remuneration Committee comprises the Non-Executive Directors of the Group. It is responsible for
reviewing the performance of the Executive Directors, setting their remuneration, considering the grant
of options under any share option scheme and in particular the price per share and the application of
performance standards which may apply to any such grant.
Going Concern
The Accounting Policies include the Directors’ assessment of the Group as a going concern. The
Directors have formed a judgement at the time of approving the Financial Statements that there is a
reasonable expectation that the Group has adequate resources to continue its operations for the
foreseeable future. For this reason, the Directors continue to adopt the going concern basis in preparing
the Financial Statements.
Events after the Reporting Period
Details of events after the reporting period are set out in note 29 to the Financial Statements.
Relevant Audit Information
The Directors who held office at the date of approval of this Directors’ Report confirm that, so far as
they are individually aware, there is no relevant audit information of which the Company’s auditor is
unaware; and each Director has taken all the steps that they ought reasonably to have taken as a Director
to make themselves aware of any relevant audit information and to establish that the auditor is aware of
that information.
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as auditor.
Signed by order of the Directors
Mr Li Li
29 June 2014
15
CHINA NONFERROUS GOLD LIMITED
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in
accordance with applicable law and regulations. Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors have elected to prepare the Group
Financial Statements in accordance with International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
Under company law the Directors must not approve the Financial Statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the
Group for that period. In preparing these Financial Statements, the Directors are required to:
•
select suitable Accounting Policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent; and
•
whether applicable IFRSs as adopted by the European Union have been followed, subject to any
material departures disclosed and explained in the Financial Statements.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position
of the Group. They are also responsible for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. The Company is compliant with AIM Rule 26
regarding the Company’s website.
16
CHINA NONFERROUS GOLD LIMITED
Report of the Independent Auditor
Independent Auditor’s Report to the Members of China Nonferrous Gold Limited
We have audited the Financial Statements of China Nonferrous Gold Limited for the year ended
31 December 2013 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the
Consolidated Statement of Cash Flows, the Accounting Policies and the related notes. The financial
reporting framework that has been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the Company’s members, as a body. Our audit work has been undertaken
so that we might state to the Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone, other than the Company and the Company’s members as a body, for
our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditor
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for
the preparation of the Financial Statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the Financial Statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to
comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the Financial Statements
An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements
sufficient to give reasonable assurance that the Financial Statements are free from material misstatement,
whether caused by fraud or error. This includes an assessment of whether the accounting policies are
appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed,
the reasonableness of significant accounting estimates made by the Directors, and the overall presentation
of the Financial Statements. In addition, we read all the financial and non-financial information in the
Annual Report to identify material inconsistencies with the audited Financial Statements and to identify
any information that is apparently materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the audit. If we become aware of any apparent
material misstatements or inconsistencies we consider the implications for our report.
Opinion on Financial Statements
In our opinion:
•
•
•
the Financial Statements give a true and fair view of the state of the Group’s affairs as at
31 December 2013 and of the Group’s loss for the year then ended;
the Financial Statements have been properly prepared in accordance with IFRSs as adopted by the
European Union; and
have been prepared in accordance with the requirements of the AIM Rules for Companies.
PKF Littlejohn LLP
Chartered Accountants and Registered Auditor
29 June 2014
17
1 Westferry Circus
Canary Wharf
London E14 4HD
CHINA NONFERROUS GOLD LIMITED
Consolidated Statement of Comprehensive Income –
Year ended 31 December 2013
Revenue
Cost of sales
Gross Profit
Administrative expenses
Listing and capital reorganisation expenses
Project impairment
(Loss)/gain on foreign exchange
Operating Loss
Finance income
Finance costs
Loss before Income Tax
Income tax
Loss for the year attributable to owners of the parent
Total comprehensive income attributable to owners of
the parent for the year
Note
2013
US$000
2012
US$000
Restated
1
6
10
2
8
8
7
–
–
–
(3,652)
(2,321)
–
(386)
(6,359)
10
(44)
(6,393)
–
(6,393)
–
–
–
(3,406)
(427)
(466)
637
(3,662)
44
–
(3,618)
–
(3,618)
(6,393)
(3,618)
Basic and Diluted Earnings per share attributable to owners of
the parent (expressed in dollars per share)
9
$(0.0168)
$(0.0116)
All of the activities of the Group are classed as continuing.
The accounting policies and notes on pages 23 to 66 form part of these Financial Statements.
18
Consolidated Statement of Financial Position
Year Ended 31 December 2013
CHINA NONFERROUS GOLD LIMITED
Consolidated Statement of Financial Position
Year Ended 31 December 2013
Non-Current Assets
Intangible assets
Mines under construction
Property, plant and equipment
Total Non-Current Assets
Current Assets
Inventories
Other receivables
Cash and cash equivalents
Total Current Assets
Non-Current Liabilities
Trade and other payables
Borrowings
Provisions for other liabilities and charges
Total Non-Current Liabilities
Current Liabilities
Borrowings
Trade and other payables
Total Current Liabilities
Net Current Assets
Net Assets
Equity attributable to the owners of the parent
Share capital
Share premium
Other reserve
Retained earnings
Total Equity
As at
31 December
2013
US$000
Note
As at
31 December
2012
US$000
Restated
As at
1 January
2012
US$000
Restated
10
11
12
15
16
18
17
20
17
18
21
9,475
51,042
3,661
64,178
6,610
8,805
8,602
24,017
(1,124)
(1,547)
(544)
(3,215)
(13,581)
(15,091)
(28,672)
(4,655)
56,308
38
65,616
10,175
(19,521)
56,308
3,103
40,279
1,971
45,353
2,172
7,429
26,085
35,686
–
(2,994)
–
(2,994)
–
(16,204)
(16,204)
19,482
61,841
6,270
69,475
–
(13,904)
61,841
18,325
–
1,335
19,660
1,703
1,216
11,050
13,969
–
–
–
–
–
(109)
(109)
13,680
33,520
4,640
37,995
–
(9,115)
33,520
These Financial Statements were approved and authorised for issue by the Directors on 29 June 2014
and are signed on their behalf by:
Mr Weili Tang
Managing Director
Mr Li Li
Finance Director
The accounting policies and notes on pages 23 to 66 form part of these Financial Statements.
19
CHINA NONFERROUS GOLD LIMITED
Consolidated Statement of Changes in Equity –
Year ended 31 December 2013
Attributable to owners of the parent
Share
capital
US$000
Share
premium
US$000
Other
reserve
US$000
Retained
earnings
US$000
Total
US$000
Balance at 1 January 2012
(as previously reported)
Effect of prior period adjustments
Balance at 1 January 2012 (restated)
Loss and Total comprehensive income
for the year
Share based payments – options granted
Share based payments – exercise of
warrants
Issue of ordinary shares
Total contributions by and
4,640
–
4,640
–
–
37,995
–
37,995
–
–
–
1,630
1,315
30,165
distributions to owners of the
parent, recognised directly in equity
1,630
31,480
Balance at 31 December 2012
(restated)
6,270
69,475
Loss and Total comprehensive income
for the year
Share based payments – options granted
Issue of ordinary shares
Cancellation of existing shares under
–
–
6
–
–
78
–
–
–
–
–
–
–
–
–
–
–
–
scheme of arrangement
(6,276)
(69,553)
75,829
(4,372)
(4,743)
38,263
(4,743)
(9,115)
33,520
(3,618)
(3,618)
144
144
(1,315)
–
–
31,795
(1,171)
31,939
(13,904)
61,841
(6,393)
(6,393)
776
–
–
–
776
84
–
–
Issue of new shares under scheme of
arrangement
Total contributions by and
distributions to owners of the
parent, recognised directly in equity
38
65,616
(65,654)
Balance at 31 December 2013
38
65,616
(6,232)
(3,859)
10,175
10,175
776
860
(19,521)
56,308
Other reserve comprises the capital reorganisation reserve under the scheme of arrangement.
The accounting policies and notes on pages 23 to 66 form part of these Financial Statements.
20
CHINA NONFERROUS GOLD LIMITED
Consolidated Statement of Cash Flows –
Year ended 31 December 2013
Cash flows generated from/(used in) Operating Activities (note 23)
Net Cash generated from/(used in) Operating Activities
Cash flows from Investing Activities
Payments for exploration and evaluation
Payments for mining rights and mine under construction
Purchase of property, plant and equipment
Movement in inventories – consumables
Interest received
Net Cash used in Investing Activities
Cash flows from Financing Activities
Cash acquired from contractor
Proceeds from issuance of equity share capital
Payments for borrowing costs
Interest paid
Net Cash generated from Financing Activities
Net (Decrease)/Increase in Cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
31 December
2013
US$000
31 December
2012
US$000
Restated
1,627
1,627
(5,272)
(11,218)
(631)
(1,253)
10
(18,364)
4
84
–
(834)
(746)
(17,483)
26,085
8,602
(850)
(850)
(400)
(6,559)
(1,593)
(469)
44
(8,977)
–
26,878
(1,871)
(145)
24,862
15,035
11,050
26,085
The accounting policies and notes on pages 23 to 66 form part of these Financial Statements.
21
CHINA NONFERROUS GOLD LIMITED
Consolidated Statement of Cash Flows –
Year ended 31 December 2013 (continued)
Major non-cash transactions
Year ended 31 December 2013
During 2013 the Group made drawdowns from its loan facility with CNMIM under the RMB tranche
of RMB72,022,000 (equivalent to US$11,432,000), which under the agency arrangement were paid
directly to contractors and suppliers for mine construction, power line construction and the provision of
processing plant equipment and materials.
Depreciation of US$1,100,303 has been capitalised as part of exploration and evaluation assets.
During 2013 the Group has accrued for work performed by contractors in that period, and paid advances
and payments on account under the terms of those contracts. The non-cash movements have been
adjusted for within operating and investing activities accordingly.
Year ended 31 December 2012
During 2012 the Group received the first drawdown of its loan facility from CNMIM under the RMB
tranche of RMB38,371,729 (equivalent to US$6,090,751), which under the agency arrangement was
directly paid by CNMIM to China No. 15 Metallurgical Construction Group Co. Limited, as a deposit
under the mine construction contract.
On 9 January 2012 the Company awarded 8,254,977 ordinary shares to LLC Anbat Service to settle a
liability of £1,750,000 (US$2,741,200) relating to a success fee in connection with the issue of the Pakrut
Project mining licence to LLC Pakrut by the Government of the Republic of Tajikistan.
On 5 October 2012, the Company awarded 2,899,695 ordinary shares to Top Consultant (Hong Kong)
Company Ltd relating to the settlement of a debt commission fee of $1,411,906.
Depreciation of US$932,607 has been capitalised as part of exploration and evaluation assets.
Following the award of a mining licence to LLC Pakrut by the Government of the Republic of Tajikistan
in January 2012, the Group recognised a ‘subscription bonus’ tax payable amounting to $US13.743 million
(see note 18). The corresponding entry is to mining rights within mines under construction.
The construction services carried out by China No. 15 Metallurgical Construction Group Co. Limited
for the period between September 2012 and December 2012 has been recorded at US$820,169. This
liability has been accrued for and correspondingly capitalised within construction in progress within
mines under construction.
The accounting policies and notes on pages 23 to 66 form part of these Financial Statements.
22
CHINA NONFERROUS GOLD LIMITED
Accounting Policies
Basis of Preparation
The principal accounting policies applied in the preparation of these Consolidated Financial Statements
are set out below. These policies have been consistently applied to all the years presented, unless
otherwise stated. The Consolidated Financial Statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRSIC) as
adopted by the European Union. The Financial Statements have been prepared on a historical cost basis.
The preparation of Financial Statements in conformity with IFRSs requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying
the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the Consolidated Financial Statements are
disclosed on page 34.
The Consolidated Financial Statements provide comparative information in respect of the previous
period. In addition, the Group presents an additional Statement of Financial Position at the beginning of
the earliest period presented when there is: a retrospective application of an accounting policy; a
retrospective restatement or prior period error; or a reclassification of items in the Financial Statements
that has a material impact on the Group. An additional Statement of Financial Position is presented in
these Consolidated Financial Statements; refer below to Changes in Accounting Policies and Disclosures
and note 30.
The functional and presentational currency of the Group is US dollars and accordingly the amounts in
the Financial Statements are denominated in that currency.
China Nonferrous Gold Limited was incorporated in the Cayman Islands on 24 April 2013 in order to
effect a group reorganisation by means of a scheme of arrangement (“the Scheme”). Under the Scheme
dated 30 July 2013, the shareholders of the existing ordinary shares in Kryso Resources Limited
(formerly Kryso Resources Plc) had their shares cancelled in consideration for which they received
ordinary shares in China Nonferrous Gold Limited on a one-for-one basis. The ordinary shares of Kryso
Resources Limited were de-listed and the issued shares of China Nonferrous Gold Limited admitted to
trading on AIM.
The Group reorganisation does not result in a change of control and is therefore excluded from the scope
of IFRS 3 ‘Business combinations’. In the Consolidated Financial Statements, China Nonferrous Gold
Limited includes the assets and liabilities of Kryso Resources Limited at their pre-combination carrying
amounts without any fair value uplift. The Group reorganisation only causes a change in the structure
of the Group and in substance does not impact on the reporting of the Group.
Changes in Accounting Policies and Disclosures
Adoption of new and revised International Financial Reporting Standards (IFRSs)
New and amended standards adopted by the Group
The following standards have been adopted by the Group for the first time for the financial year
beginning on or after 1 January 2013.
•
Amendment to IAS 1 “Financial Statement Presentation” regarding other comprehensive income
effective during the period. Items in the statement of comprehensive income that may be reclassified
to profit or loss in subsequent periods are now presented separately from items that will not be
reclassified to profit or loss in subsequent periods.
23
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
•
•
•
•
•
•
•
•
IFRS 13 “Fair Value Measurement” improves consistency and reduces complexity by providing,
for the first time, a precise definition of fair value and a single source of fair value measurement
and disclosure requirements for use across IFRSs.
IAS 27 “Separate Financial Statements” replaces the current version of IAS 27, ‘Consolidated and
Separate Financial Statements’ as a result of the issue of IFRS 10. The revised standard includes
the requirements relating to separate financial statements.
IFRS 10 “Consolidated Financial Statements” builds on existing principles by identifying the
concept of control as the determining factor in whether an entity should be included within the
consolidated financial statements of the parent company. The standard provides additional
guidance to assist in the determination of control where this is difficult to assess.
IFRS 11 “Joint Arrangements” provides for a more realistic reflection of joint arrangements by
focusing on the rights and obligations of the arrangement, rather than its legal form (as was
previously the case). There are two types of joint arrangement; joint operations and joint ventures.
Joint operations arise where a joint operator has rights to the assets and obligations relating to the
arrangement and therefore accounts for its share of assets, liabilities, revenue and expenses. Joint
ventures arise where the joint venture has rights to the net assets of the arrangement and therefore
equity accounts for its interest. Proportional consolidation of joint ventures is no longer allowed.
IFRS 12 “Disclosure of Interests in Other Entities” is a new and comprehensive standard on
disclosure requirements for all forms of interests in other entities, including joint arrangements,
associates, special purpose vehicles and other off balance sheet vehicles.
Amendments to IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements” and
IFRS 12 “Disclosure of Interests in Other Entities” clarify the IASB’s intention when first issuing
the transition guidance in IFRS 10, provide similar relief in IFRS 11 and IFRS 12 from the
presentation or adjustment of comparative information for periods prior to the immediately
preceding period, and provide additional transition relief by eliminating the requirement to present
comparatives for the disclosures relating to unconsolidated structured entities for any period before
the first annual period for which IFRS 12 is applied.
Amendments to IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in
Other Entities” and IAS 27 “Separate Financial Statements” define an investment entity and
introduce an exception to consolidating particular subsidiaries for investment entities. These
amendments require an investment entity to measure those subsidiaries at fair value through profit
or loss in accordance with IFRS 9, ‘Financial Instruments’, in its consolidated and separate
financial statements. The amendments also introduce new disclosure requirements for investment
entities in IFRS 12 and IAS 27.
IAS 28, “Investments in Associates and Joint Ventures” replaces the current version of IAS 28
“Investments in Associates” as a result of the issue of IFRS 11. The revised standard includes the
requirements for associates and joint ventures that have to be equity accounted following the issue
of IFRS 1.
24
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
New and amended standards, and interpretations mandatory for the first time for the financial
year beginning 1 January 2013, but not currently relevant to the Group
The following standards and amendments to existing standards and interpretations are effective for
annual periods beginning after 1 January 2013, and have not been applied in preparing these Financial
Statements. None of these is expected to have a significant effect on the Financial Statements of the
Group.
The Group has early adopted IFRS 10 ‘Consolidated financial statements’, IFRS 11 ‘Joint arrangements’,
IFRS 12 ‘Disclosures of interests in other entities’, and consequential amendments to IAS 28 ‘Investments
in associates and joint ventures’ and IAS 27 ‘Separate financial statements’ on 1 January 2012. The
effective date of adoption for EU-endorsed IFRS preparers is 1 January 2014.
•
•
•
Amendments to IFRS 1 “First-time Adoption of International Financial Reporting Standards”
require that first-time adopters apply the requirements in IFRS 9 “Financial Instruments” and IAS
20 “Accounting for Government Grants and Disclosure of Government Assistance” prospectively
to government loans, with a below-market rate of interest, existing at the date of transition to IFRSs.
Entities may choose to apply the requirements retrospectively if the information needed to do so
had been obtained at the time of initially accounting for the loan.
Amendments to IFRS 7 “Financial Instruments: Disclosures” require disclosure of information
that will enable users of financial statements to evaluate the effect or potential effect of netting
arrangements, including rights of set-off associated with the entity’s recognised financial assets and
recognised financial liabilities, on the entity’s financial position.
IFRIC 20 “Stripping Costs in the Production Phase of a Surface Mine” clarifies when production
stripping should lead to the recognition of an asset and how that asset should be measured, both
initially and in subsequent periods.
•
“Annual Improvements 2009-2011 Cycle” sets out amendments to various IFRSs as follows:
• An amendment to IFRS 1 “First-time Adoption” clarifies whether an entity may apply IFRS 1:
• If the entity meets the criteria for applying IFRS 1 and has applied IFRS 1 in the previous
reporting period; or
• If the entity meets the criteria for applying IFRS 1 and has applied IFRSs in a previous
reporting period.
• The amendment to IFRS 1 also addresses the transitional provisions for borrowing costs relating
to qualifying assets for which the commencement date for capitalisation was before the date of
transition to IFRSs.
• An amendment to IAS 1 “Presentation of Financial Statements” clarifies the requirements for
providing comparative information when an entity provides Financial Statements beyond the
minimum comparative information requirements.
• An amendment to IAS 16 “Property, Plant and Equipment” addresses a perceived inconsistency
in the classification requirements for servicing equipment.
25
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
• An amendment to IAS 32 “Financial Instruments: Presentation” addresses perceived
inconsistencies between IAS 12 “Income Taxes” and IAS 32 with regard to recognising the
consequences of income tax relating to distributions to holders of an equity instrument and to
transaction costs of an equity transaction.
• An amendment to IAS 34 “Interim Financial Reporting” clarifies the requirements on segment
information for total assets and liabilities for each reportable segment.
•
Amendments to IAS 19 “Employment Benefits” eliminate the option to defer the recognition of
gains and losses, known as the “corridor method”; streamline the presentation of changes in assets
and liabilities arising from defined benefit plans, including requiring remeasurements to be
presented in other comprehensive income; and enhance the disclosure requirements for defined
benefit plans, providing better information about the characteristics of defined benefit plans and
the risks that entities are exposed to through participation in those plans.
New standards, amendments and interpretations issued but not effective for the financial year
beginning 1 January 2013 and not early adopted
The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the
Financial Statements are disclosed below. The Group intend to adopt these standards, if applicable, when
they become effective.
•
•
•
•
IFRS 9 “Financial Instruments” addresses the classification, measurement and recognition of
financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010.
It replaces parts of IAS 39 that relate to the classification and measurement of financial instruments.
IFRS 9 requires financial assets to be classified into two measurement categories: those measured
as at fair value and those measured at amortised cost. The determination is made at initial
recognition. The classification depends on the entity’s business model for managing its financial
instruments and the contractual cash flow characteristics for the instrument. For financial
liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases
where the fair value option is taken for financial liabilities, the part of a fair value change due to
an entity’s own credit risk is recorded in other comprehensive income rather than the income
statement, unless this creates an accounting mismatch.
Amendments to IAS 32 “Financial Instruments: Presentation” add application guidance to address
inconsistencies identified in applying some of the criteria when offsetting financial assets and
financial liabilities. This includes clarifying the meaning of “currently has a legally enforceable
right of set-off” and that some gross settlement systems may be considered equivalent to net
settlement.
Amendments to IAS 36 “Impairment of Assets” require additional information about the fair value
measurement when the recoverable amount of impaired assets is based on fair value less costs of
disposal. The amendments also incorporate the requirement for an entity to disclose the discount
rates that have been used in the current and previous measurements if the recoverable amount of
impaired assets based on fair value less costs of disposal was measured using a present value
technique.
Amendments to IAS 39 “Financial Instruments: Recognition and Measurement” introduce a
narrow-scope exception to the requirement for the discontinuation of hedge accounting. The
amendments allow hedge accounting to continue in a situation where a derivative that has been
designated as a hedging instrument is novated from one counterparty to a central counterparty, as
26
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
a consequence of new laws or regulations if specific conditions are met. This relief has been
introduced in response to legislative change across many jurisdictions that would lead to the
widespread novation of over-the-counter derivatives.
Amendments to IAS 19 “Employee Benefits: Defined Benefit Plans: Employee Contributions:
clarify the requirements that relate to how contributions from employees or third parties that are
linked to service should be attributed to periods of service. In addition, the amendments permit a
practical expedient if the amount of the contributions is independent of the number of years of
service.
“Annual Improvements 2010 – 2012 Cycle” sets out amendments to various IFRSs and provides a
vehicle for making non-urgent but necessary amendments to IFRSs:
•
•
• IFRS 2 “Share-based Payment”: amendment to the definition of a vesting condition.
• IFRS 3 “Business Combinations”: amendments to the accounting for contingent consideration in
a business combination.
• IFRS 8 “Operating Segments”: amendments to the aggregation of operating segments and the
reconciliation of the total of the reportable segments’ assets to the entity’s assets.
• IFRS 13 “Fair Value Measurement”: amendments to short-term receivables and payables.
• IAS 16 “Property, Plant and Equipment”: amendments to the revaluation method in relation to
the proportionate restatement of accumulated depreciation.
• IAS 24 “Related Party Disclosures”: amendments regarding key management personnel.
• IAS 38 “Intangible Assets”: amendments to the revaluation method in relation to the
proportionate restatement of accumulated depreciation.
•
Annual Improvements 2011 – 2013 Cycle” sets out amendments to various IFRSs and provides a
vehicle for making non-urgent but necessary amendments to IFRSs:
• IFRS 1 “First-time Adoption of International Financial Reporting Standards”: amendment to the
meaning of ‘effective IFRSs’.
• IFRS 3 “Business Combinations”: amendments to the scope exceptions for joint ventures.
• IFRS 13 “Fair Value Measurement”: amendments to the scope of paragraph 52 (portfolio
exception).
• IAS 40 “Investment Property”: amendments clarifying the interrelationship between IFRS 3 and
IAS 40 when classifying property as investment property or owner-occupied property.
Where the impact on the Group’s Financial Statements of the future standards, amendments and
interpretations is still under review, the Group does not currently expect any of these changes to have a
material impact on the results or the net assets of the Group.
27
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
Basis of Consolidation
The consolidated Financial Statements comprise the financial statements of the Group as at 31 December
2013. Subsidiaries are all entities over which the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the
entity. These subsidiaries are adjusted, where appropriate, to conform to Group accounting policies. All
intragroup assets and liabilities, equity, income, expenses and cash flows are eliminated on consolidation.
Subsidiaries are consolidated from the date on which control is transferred to the Group, and continue
to be consolidated until the date when such control ceases.
Share Capital
Shares are classified as equity when there is no obligation to transfer cash or other assets. Incremental
costs attributable to the issue of equity instruments are shown in equity as a deduction from the
proceeds.
Financial Instruments – initial recognition and subsequent measurement
Financial Assets
The Group determines the classification of its financial assets at initial recognition. All financial assets
are initially recognised at fair value.
Financial assets comprise loans and receivables and cash and cash equivalents. After initial measurement,
such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR)
method, less provision for impairment in the case of receivables. A financial asset is derecognised when
the rights to receive cash flows from the asset have expired or the Group has transferred its rights to
receive cash flows from the asset.
The Group assesses at each reporting date whether there is objective evidence that a financial asset or a
group of financial assets is impaired. A financial asset or a group of financial assets is deemed to be
impaired if there is objective evidence of impairment as a result of one of more events that occurred
since the initial recognition of the asset (an incurred loss event) and that loss event has an impact on the
estimated cash flows of the financial asset that can be reliably estimated. The amount of any impairment
loss is measured as the difference between the asset’s carrying amount and the present value of estimated
future cash flows, excluding future expected credit losses.
Cash and cash equivalents in the Statement of Financial Position comprise cash at banks and at hand and
short-term deposits with an original maturity of three months or less. For the purpose of the Statement
of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above.
Financial Liabilities
The Group determines the classification of its financial liabilities at initial recognition. All financial
liabilities are recognised initially at fair value and, in the case of interest-bearing loans and borrowings,
net of directly attributable transaction costs.
Financial liabilities include trade and other payables, loans and borrowings. After initial recognition,
trade and other payables and interest-bearing loans are subsequently measured at amortised cost using
the EIR method. The EIR amortisation is included as finance costs in profit or loss. A financial liability
is derecognised when the associated obligation is discharged or cancelled or expires.
28
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
When equity instruments of the Group issued to a creditor to extinguish all or part of a financial liability
are initially recognised, the Group measures them at the fair value of the equity instruments issued. If
the fair value of the equity instruments issued cannot be reliably measured then the equity instruments
are measured to reflect the fair value of the financial liability extinguished. The difference between the
carrying amount of the financial liability extinguished, and the fair value of the equity instruments
issued, is recognised in profit or loss.
Non-Current Assets
Intangible Assets - Exploration and Evaluation Expenditure
Exploration and evaluation activity involves the search for mineral resources, the determination of
technical feasibility and the assessment of commercial viability of an identified resource. Research
expenditure is written off in the year in which it is incurred. The Group recognises expenditure as
exploration and evaluation assets when it determines that those assets will be successful in finding
specific mineral resources. When a decision is taken that a mining property becomes viable for
commercial production, all further pre-production expenditure is capitalised. Expenditure included in
the initial measurement of exploration and evaluation assets and which is classified as intangible assets,
relates to the acquisition of rights to undertake topographical, geological, geochemical and geophysical
studies, exploratory drilling, trenching, sampling and other activities to evaluate the technical feasibility
and commercial viability of extracting a mineral resource.
Mines under construction
Expenditure is transferred from “Exploration and evaluation” assets to mining rights within “Mines
under construction” once the work completed to date supports the future development of the property
and such development receives the requisite approvals. All subsequent expenditure on technically and
commercially feasible sites is capitalised within mining rights.
All expenditure on the construction, installation or completion of infrastructure facilities is capitalised
as construction in progress within “Mines under construction”. Once production starts, all assets
included in “Mines under construction” will be transferred into “Producing mines”. It is at this point that
depreciation/amortisation commences over its useful economic life.
Mines under construction are stated at cost. The initial cost comprises transferred exploration and
evaluation assets, construction costs, any costs directly attributable to bringing the asset into operation,
the initial estimate of the rehabilitation obligation, and, for qualifying assets, borrowing costs. Costs are
capitalised and categorised between mining rights and construction in progress respectively according
to whether they are intangible or tangible in nature.
Impairment of non-financial assets
Exploration and evaluation assets and mines under construction are assessed for impairment annually
or where there is an indication that an asset or cash generating unit (“CGU”) may be impaired. If an
indication exists, or when annual impairment testing for an asset is required, the Group estimates the
asset’s or CGU’s recoverable amount. The recoverable amount is the higher of an asset’s or CGU’s fair
value less costs to sell and its value in use. Where the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset/CGU is considered impaired and is written down to its recoverable
amount. The Group bases its impairment calculation on detailed budgets and forecasts based on the
life-of-mine plans.
29
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
The assessment is carried out by allocating exploration and evaluation and mines under construction
assets to CGUs which are based on specific projects and geographical areas. Where exploration for and
evaluation of mineral resources in CGUs does not lead to the discovery of commercially viable quantities
of mineral resources and the Group has decided to discontinue such activities at the unit, the associated
expenditure will be written off to profit or loss.
Property, Plant and Equipment
Items of property, plant and equipment are recorded at cost, less accumulated depreciation and
accumulated impairment losses.
Depreciation
Depreciation on property, plant and equipment is provided to write off the cost of an asset, less its
estimated residual value, evenly over the expected useful economic life of that asset as follows:
Plant and Machinery
Motor Vehicles
Office Furniture and Equipment
– 33.3% straight line
– 33.3% straight line
– 33.3% straight line
Depreciation on assets used in exploration and evaluation activities is capitalised within non-current
assets.
Impairment
At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment to
determine whether there is any indication that those assets have suffered an impairment loss. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (ie. CGUs). If the recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs to sell and value in use. In calculating 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 CGU.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use (a qualifying asset) are
capitalised as part of the cost of the respective asset until the asset is substantially ready for its intended
use. Borrowing costs consist of interest and other costs that an entity incurs in connection with the
borrowing of funds.
Where funds are borrowed specifically to finance a project, the amount capitalised represents the actual
borrowing costs incurred under the effective interest method. The effective interest method is a method
of calculating the amortised cost of a financial liability and of allocating borrowing costs over the
relevant period. All other borrowing costs are recognised in profit or loss in the period in which they
are incurred.
Inventories
Inventories, comprising materials, spares, explosives, diesel fuel and supplies, are valued at cost, after
making due allowance for obsolete and slow moving items. Cost is determined using the first-in, first-
out (FIFO) method.
30
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
Foreign Currencies
Items included in the Financial Statements of each of the Group’s entities are measured using the
currency of the primary economic environment in which the entity operates (‘the functional currency’).
The Group Financial Statements are presented in US dollars, which is the Group’s functional and
presentation currency.
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate
ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated
at the rates of exchange ruling at the Statement of Financial Position date. Exchange differences are dealt
with through profit or loss.
Current Income Tax and Deferred Taxation
Current income tax assets and liabilities for the current period are measured at the amount expected to
be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted, at the reporting date, in the countries where
the Group operates.
Deferred tax is accounted for using the liability method in respect of temporary differences arising from
differences between the carrying amount of assets and liabilities in the Financial Statements and the
corresponding tax bases used in the computation of taxable profit or loss. In principle, deferred tax
liabilities are 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.
The Group has losses to be carried forward on which no deferred tax asset is recognised.
Operating Lease Agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership
remain with the lessor are charged to profit or loss on a straight line basis over the period of the lease.
Share Based Payments
The Group operates a share option scheme to encourage participation by Directors and employees in the
Group’s performance and also issues warrants to third party service providers and investors. The fair
value of the services received in exchange for the grant of options and warrants is recognised as an
expense over the vesting period. Where the fair value of the services received cannot be determined, the
total amount to be expensed is determined by reference to the fair value of any option and warrant
granted, excluding non-market vesting conditions. Non-market vesting conditions are included in
assumptions about the number of options that are expected to vest. At each Statement of Financial
Position date, the Group revises its estimate of options that are expected to vest.
The proceeds received net of any directly attributable transaction costs are credited to share capital
(nominal value) and share premium when the options and warrants are exercised.
Rehabilitation and Environmental Provision
The Group recognises a rehabilitation and environmental provision where it has a legal and constructive
obligation as a result of past events, and it is probable that an outflow of resources will be required to
settle the obligation, and a reliable estimate of the amount of the obligation can be made. The nature of
these restoration activities includes dismantling and removing structures; rehabilitating the mine and
tailings dam; dismantling operating facilities; and restoring, reclaiming and revegetating affected areas.
31
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
On initial recognition, the present value of the estimated costs is capitalised by increasing the carrying
amount of the related mining asset to the extent that it was incurred as a result of the development or
construction of the mine. Any changes to or additional rehabilitation costs are recognised as additions
or charges to the corresponding asset and rehabilitation liability when they occur.
Over time, the discounted liability is increased for the change in present value based on the discount rate
that reflects current market assessments and the risks specific to the liability. The annual unwinding of
the discount is recognised in profit or loss as part of finance costs.
The Group does not recognise the deferred tax asset in respect of the temporary difference on the
rehabilitation liability nor the corresponding deferred tax liability in respect of the temporary difference
on the rehabilitation asset.
Exceptional Items – Listing and Capital Reorganisation Expenses
Items that are material either because of their scope or their nature, or that are non-recurring, are
considered as exceptional items and are presented separately in the Consolidated Statement of
Comprehensive Income. The legal and professional costs incurred in connection with the proposed
listing on the main board of The Stock Exchange of Hong Kong Limited, together with the associated
capital reorganisation, are considered exceptional.
Going Concern
The Group’s business activities, together with the factors likely to affect its future development,
performance and position are set out in the Chairman’s Statement and the Business Review in the Report
of the Directors. The accounting policies include the Group’s objectives, policies and processes for
managing its capital; its financial risk management objectives; details of its financial instruments; and
its exposure to liquidity risk.
In 2012, CNMIM provided a secured loan facility on commercial terms to the Company for
US$10 million and RMB530 million (approximately US$83.5 million) that is being utilised to finance
the development of the Pakrut Gold Project. US$41.7 million of that secured loan facility has been
utilised to date.
On 19 June 2014, the Group obtained a bank term loan facility of US$120,000,000 from Industrial and
Commercial Bank of China (Macau) Limited, secured by standby letters of credit. The loans advanced
under the facility cannot exceed 95% of the value of the standby letters of credit. A standby letter of
credit was issued on 24 June 2014 for US$84,500,000 by Industrial and Commercial Bank of China
(Beijing) Limited. The loan draw down availability period runs from 9 July 2014 until 19 June 2015 and
the Group will draw down the remaining facility when required, subject to the provision of the requisite
letter of credit. Interest is charged at 2.9% above the 3 month LIBOR rate. The loan is conditional upon
usual commercial terms including the completion of associated security documentation and is separately
guaranteed by China Nonferrous Metals Mining (Group) Co. Limited. The principal loan repayments
commence on 30 January 2016.
As at the date of approval of these Financial Statements, and based upon the budgeted levels of
expenditure and Board approved cash flow forecasts, the Directors are satisfied that the Group has
sufficient cash and loan facilities to finance the Group’s operating expenses, the development and
construction of the Pakrut Gold Project and ongoing exploration and evaluation costs.
32
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
The Directors have a reasonable expectation that the Group has adequate resources to continue in
operational existence for at least 12 months from the date of signing these Financial Statements. Thus
they continue to adopt the going concern basis of accounting in preparing the Financial Statements.
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision makers. The chief operating decision makers, who are responsible for allocating
resources and assessing performance of the operating segments, have been identified as the executive
board of Directors.
Capital Risk Management
The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going
concern in order to provide returns for shareholders and to enable the Group to continue its exploration,
evaluation and mine construction. Except for the secured loan facility from CNMIM, the Group’s
current policy for raising capital is through equity issues and debt financing. The Group is not currently
required to monitor its gearing ratio and is not exposed to any externally imposed capital requirements.
Financial Risk Management
The Group’s operations expose it to a number of financial risks; principally the availability of adequate
funding, movements in interest rates and fluctuations in foreign currency exchange rates. Continuous
monitoring of these risks ensures that the Group is protected against any adverse effects of such risks
so far as it is possible and foreseeable.
Interest Rate Risk
The continued operation of the Group is dependent on the ability to raise sufficient working capital. The
Group currently finances itself through the issue of equity share capital and the secured loan facility
from CNMIM. Management monitors its cash and future funding requirements through the use of cash
flow forecasts. All cash not immediately required for working capital purposes is held on short term
deposit. The Group’s only exposure to interest rate fluctuations is restricted to the rate earned on these
short term deposits. At the year end the Group had cash reserves of US$7,376,000, held in a sterling
deposit account. A 0.25% change to the interest rate would give rise to a US$18,440 increase or decrease
in interest on this deposit, on an annual basis.
The Group’s current policy is to manage its interest rate risk by only utilising fixed rate debt. The annual
fixed interest rate for the CNMIM loan is 9% for all US$ and RMB denominated tranches. All payments
of principal and interest in respect of the RMB denominated tranche are repayable at a fixed
RMB : US$ exchange rate.
Foreign Currency Risk
The Group operates internationally and is exposed to foreign exchange risk arising from currency
exposures primarily with respect to the US dollar, UK sterling, PRC renminbi and Tajik somoni. Foreign
exchange risk arises from future transactions and net investments in foreign operations. The Group
manages this risk by matching receipts and payments and monitoring movements in exchange rates. The
Group does not currently hedge its exposure to foreign currencies and recognises the profits and losses
resulting from currency fluctuations as and when they arise. At the year end the Company had significant
exposure to foreign exchange risk relating to its sterling bank deposit. If sterling had strengthened/
weakened 1% against the US dollar, the effect on the Group’s profit or loss would have increased or
decreased by approximately US$74,000.
33
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
Liquidity Risk
The continued operation of the Group is dependent on the ability to raise sufficient working capital. As
noted above, the Group currently finances itself through the issue of equity and borrowings from
CNMIM. Management monitors its cash and future funding requirements through the use of cash flow
forecasts. The Group enters into capital commitments for exploration and construction expenditure, and
any surplus cash not immediately required for working capital purposes is held on short term deposit.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual
undiscounted payments.
Less than 1
Year
US$000
Between 1
and 2 Years
US$000
Between 2
and 5 Years
US$000
Over 5
Years
US$000
Total
US$000
Carrying
amount
US$000
Year ended 31 December
2013
Interest-bearing borrowings
Trade and other payables
Provisions for other
liabilities
Year ended 31 December
2012
Interest-bearing borrowings
Trade and other payables
14,020
12,068
3,551
–
–
–
26,088
3,551
–
15,042
15,042
6,091
–
6,091
–
–
–
–
–
–
–
–
–
2,481
2,481
17,571
12,068
2,481
32,120
17,571
12,068
544
30,183
–
–
–
6,091
15,042
21,133
6,091
15,042
21,133
The Group holds bank accounts with banks in the UK, PRC and Tajikistan with the following credit ratings:
Credit rating
A
AA-
No independent credit rating available
2013
US$000
2012
US$000
1,702
6,704
142
8,548
1,715
24,244
109
26,068
Critical Accounting Estimates, Assumptions and Judgements
The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amount of assets and liabilities are set out below. Estimates and assumptions are continually
evaluated and are based on management’s experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions
and estimates could result in outcomes that require a material adjustment to the carrying amount of
assets and liabilities affected in future periods.
The Group has identified the following areas where significant estimates, assumptions and judgements
are required. The most significant judgement for the Group is the assumption that exploration at its sites
will ultimately lead to a commercial mining operation. Failure to do so could lead to the write-off of the
intangible assets relating to the particular site.
34
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
Estimated impairment of intangibles and mines under construction (notes 10 and 11)
The Group tests annually whether exploration, evaluation and licensing assets and mines under
construction have suffered any impairment. The recoverable amounts of the cash generating units
(“CGUs”) have been determined based on value in use calculations which require the use of estimates
and assumptions such as long-term commodity prices, discount rates, operating costs, future capital
requirements and mineral resource estimates (see below). These estimates and assumptions are subject
to risk and uncertainty and therefore there is a possibility that changes in circumstances will impact the
recoverable amount. Management has assessed its CGUs as being individual exploration and mine sites,
which is the lowest level for which cash inflows are independent of those of other assets or CGUs.
In assessing the carrying amounts of its exploration, evaluation and licensing assets and mines under
construction at Pakrut, the Directors have used an independently prepared and Director approved
bankable feasibility study. The assessment period used in the report is the anticipated life of the mine of
19 years, which consists of 1.5 years of construction, 1 year to prepare for full production, and 18 years
of full production. Gold revenues have been estimated over that period at a price of US$1,500 per ounce
in year 1, US$1,400 per ounce in year 2, US$1,300 per ounce in year 3 and US$1,250 per ounce from
year 4 onwards. These estimates are based on, and are consistent with, external sources of information.
The calculation assumes a mining capacity of 2,000 tonnes of ore daily increasing to 4,000 tonnes per
day after 3 years. The total cost per ounce including depreciation and amortisation is US$576, after
taking into account external information available and adjusted according to prevailing market prices
and forecasts over the period of production. Royalties have been calculated at 6% of sales revenues and
corporate income tax at 15%, according to the relevant laws in Tajikistan. A discount rate of 10% has
been utilised. Based on the calculations, the value in use of the Pakrut project is approximately
US$264,000,000.
The calculations have been tested for sensitivity to changes in the key assumptions. The most sensitive
inputs in the calculation of the value in use are operating costs and the gold price. A 30% change in the
gold price used in the study would not result in reducing the value in use of the project to less than its
carrying value of US$51,042,000. The headroom in the cash flow projections would be removed at a
gold price of US$781 per ounce and at a discount rate of 21%.
Certain of the Group’s other exploration and evaluation projects are at an early stage of development and
no JORC compliant resource estimates are available to enable value in use calculations to be prepared.
The Directors therefore undertook an assessment of the following areas and circumstances which could
indicate the existence of impairment:
•
•
•
•
The Group’s right to explore in an area has expired, or will expire in the near future without
renewal.
No further exploration or evaluation is planned or budgeted for.
A decision has been taken by the Board to discontinue exploration and evaluation in an area due
to the absence of a commercial level of reserves.
Sufficient data exists to indicate that the book value will not be fully recovered from future
development and production.
Following their assessment the Directors concluded that the exploration and evaluation assets were not
impaired as at 31 December 2013.
35
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
Mineral resource and reserve estimates
Reserves are estimates of the amount of resources that can be economically and legally extracted from
the Group’s mining properties. The Group estimates its mineral resources based on information
compiled by appropriately qualified persons relating to the geological and technical data on the size,
depth, shape and grade of the ore body and suitable production techniques and recovery rates. This
analysis requires complex geological judgements to interpret the data. The estimation of the recoverable
amount is based upon factors such as estimates of commodity prices, future capital requirements,
production costs along with geological assumptions made in estimating the size and grade of the
resources.
The Group estimates and reports mineral resource estimates in line with the principles contained in the
Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves (December
2004), which is prepared by the Joint Ore Reserves Committee (JORC) of the Australasian Institute of
Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia, known
as the “JORC Code”. The determination of a JORC resource is itself an estimation process that involves
varying degrees of uncertainty depending on how the resources are classified (i.e. measured, indicated
or inferred).
As additional geological information is produced during the operation of a mine and through additional
exploration activity, mineral resource estimates may change. Such changes may impact on the Group’s
reported financial position which includes the carrying value of exploration and evaluation assets, mines
under construction and property, plant and equipment.
Mine rehabilitation provision (note 19)
Rehabilitation costs will be incurred by the Group at the end of the operating life of the Pakrut mine
and some of the facilities. The Group assesses its rehabilitation provision at each reporting date. The
ultimate rehabilitation costs are uncertain and cost estimates can vary in response to various factors,
including estimates of the extent and costs of rehabilitation activities, regulatory changes, inflation rates
and changes in discount rates. These uncertainties may result in future actual expenditure differing from
the amounts currently provided and there could be significant adjustments to the provisions established
which would affect future financial results. The provision as at 31 December 2013 represents
management’s best estimate of the present value of future rehabilitation costs required.
Production start date
The Group assesses the stage of the Pakrut mine under construction to determine when it moves into
the production phase, this being when the mine is substantially complete and ready for its intended use.
The criteria used to assess the start date are determined based on the unique nature of the mine
construction project, the complexity of the project and its location. The Group considers various relevant
criteria to assess when the production phase is considered to have commenced. At this point, all related
amounts are reclassified from ‘Mines under construction’ to ‘Property, plant and equipment’. Some of
the criteria used to identify the production start date include:
•
•
•
Level of capital expenditure incurred compared to the original construction cost estimate;
Completion of testing of the mine plant and processing equipment;
Ability to produce metal in a saleable form.
36
CHINA NONFERROUS GOLD LIMITED
Accounting Policies (continued)
When the mine development and construction project moves into the production phase, the capitalisation
of certain costs ceases and costs are either regarded as forming part of the cost of inventory or expensed,
except for costs that qualify for capitalisation. It is also at this point that depreciation commences.
Contingencies (note 27)
By their nature, contingencies will be resolved only when one or more uncertain future events occur or
fail to occur. The assessment of contingencies inherently involves the exercise of significant judgement
and the use of estimates regarding the outcome of future events.
Functional currency
The functional currency for the parent entity and each of its subsidiaries is the currency of the primary
economic environment in which the entity operates. The parent company has determined the functional
currency of each entity is the US dollar. Determination of functional currency may involve certain
judgements to determine the primary economic environment and the parent company reconsiders the
functional currency of its entities if there is a change in events and conditions regarding the primary
economic environment.
Valuation of share options and warrants (note 22)
The Group has awarded options and warrants to certain employees and third parties. The valuation of
these is based on a number of estimates including the share price volatility, expected life of the options
and forfeiture rates. The charge in the year amounted to US$775,813 (2012: US$143,534), which has
been included in profit or loss.
37
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements
Notes to the Financial Statements
1. Revenue
No revenue was generated in the year.
2.
3.
(Loss)/Gain on Foreign Exchange
The (loss)/gain on foreign exchange in both years arises as a result of translating the Group’s bank
balances at the year end.
Segment Information
The following segments are based on the management reports received by the Executive Directors,
who are the chief operating decision makers. The Group operates principally in two geographical
areas, UK and Tajikistan, with operations managed on a project by project basis within Tajikistan.
For segment reporting purposes, the operations of the Cayman Islands registered parent company
are included in the UK segment.
The Group’s exploration and evaluation activities are located in Tajikistan, principally with two
different projects, Pakrut and Hukas. The Hukas project was fully impaired during 2012. Support
and administration services are provided from the UK and PRC. Inter-segment revenue is
eliminated on consolidation and is conducted on mutually agreed terms between Group companies.
Tajikistan
Pakrut
US$000
Hukas
US$000
Total
US$000
(1,409)
–
(44)
(1,453)
–
56,098
4,855
1,109
2,800
6,372
13,884
(9)
–
–
(9)
–
–
–
–
–
–
–
(6,359)
10
(44)
(6,393)
2,823
88,195
31,887
1,124
2,814
6,372
13,884
2013
Operating loss
Finance income
Finance cost
Loss for the year
Intersegment revenue
Total assets
Total liabilities
Depreciation
Additions to property, plant and
equipment
Additions to exploration and
evaluation assets
Additions to mines under construction
UK
US$000
(4,941)
10
–
(4,931)
2,823
32,097
27,032
15
14
–
–
38
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
3.
Segment Information (continued)
UK
US$000
Tajikistan
Pakrut
US$000
Hukas
US$000
Total
US$000
2012 (Restated)
Operating loss
Finance income
Loss for the year
Intersegment revenue
Total Assets
Total Liabilities
Depreciation
Project impairment
Additions to property, plant and
equipment
Additions to exploration and
evaluation assets
Additions to mines under construction
(2,121)
44
(2,077)
1,823
36,301
8,476
11
–
9
–
–
(1,036)
–
(1,036)
–
44,735
10,717
946
–
1,584
1,332
24,191
(505)
–
(505)
–
3
5
–
(466)
–
–
–
(3,662)
44
(3,618)
1,823
81,039
19,198
957
(466)
1,593
1,332
24,191
4. Particulars of Employees
The average number of staff employed by the Group during the financial year amounted to:
Administrative and management
Exploration and evaluation
The aggregate costs of the above were:
Wages and salaries
Social security costs
Share based payments
2013
No.
100
267
367
2012
No.
77
265
342
2013
US$000
2012
US$000
3,234
131
776
4,141
2,643
77
144
2,864
Staff costs include US$2.113 million of costs capitalized and included under additions to intangible
assets and mines under construction.
39
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
5. Directors’ Emoluments
The Directors’ emoluments in respect of qualifying services were:
During the year, no Directors (2012 – none) exercised share options.
2013
Mr Abuali Ismatov
Mr Tao Luo
Mr Weili Tang
Mr Li Li
Mr Pizhao Che (appointed
25 September 2013)
Mr Craig William Brown
(resigned 30 September
2013)
2012
Mr Craig William Brown
Mr Abuali Ismatov
Mr Tao Luo
Mr Weili Tang
Mr Li Li
Salary
and fees
US$
Bonus and
holiday pay
US$
Other
benefits
US$
Termin ation
fees
US$
206,576
37,568
28,176
156,533
15,185
5,936
6,678
16,488
7,835
742
184,120
620,808
23,149
68,178
5,273
–
–
–
–
4,322
9,595
Total
US$
227,034
43,504
34,854
173,021
8,577
–
–
–
–
–
235,335
446,926
235,335
933,916
Salary
and fees
US$
Bonus and
holiday pay
US$
Other
benefits
US$
Termin ation
fees
US$
221,967
169,373
37,937
59,774
102,266
84,235
52,379
3,824
6,023
11,648
591,317
158,109
5,225
–
–
–
–
5,225
–
–
–
–
–
–
Total
US$
311,427
221,752
41,761
65,797
113,914
754,651
40
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
6. Expenses by Nature
Employee benefit expenses
Operating lease expenses
Depreciation
Less transfer to exploration costs in intangible assets
Legal, professional and regulatory costs
Travel and entertaining
Consulting fees
Public relations
Other expenses
Fees payable to the Company’s auditor for the audit of the
consolidated financial statements
Fees payable to the Company’s auditor for other services:
– Tax advisory services
– Tax compliance services
2013
US$000
2012
US$000
Restated
1,076
134
1,124
(1,100)
528
482
21
147
1,240
3,652
2013
US$000
82
40
4
126
863
78
957
(932)
215
346
891
89
899
3,406
2012
US$000
80
41
5
126
41
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
7.
Income Tax
(a) Analysis of Charge in the Year
Group
Current tax:
Current tax on loss for the year
Overseas tax
Total current tax
2013
US$000
2012
US$000
–
–
–
–
–
–
No provision for income taxes arising in the Cayman Islands, the UK, British Virgin Islands and
Tajikistan was made as the companies comprising the Group did not have assessable income
during 2012 and 2013.
(b) Factors Affecting Current Tax Charge
The tax assessed on the loss for the year is higher than the weighted average standard rate of
corporation tax of 21.4% (2012 – 20.5%).
Loss on ordinary activities before taxation
Loss on UK ordinary activities by rate of tax at 23.25%
(2012 – 24.5%)
Loss on Tajikistan ordinary activities by rate of tax at 15%
(2012 – 15%)
Expenses not deductible for tax purposes
Tax losses for which no deferred income tax asset was recognised
Total tax – (note 7(a))
2013
US$000
2012
US$000
Restated
(6,393)
(3,618)
(1,147)
(219)
182
1,184
–
(509)
(231)
41
699
–
The standard rate of Corporation Tax in the UK changed from 24% to 23% on 1 April 2013.
The Group did not recognise deferred income tax assets of approximately US$1,002,000 (2012 –
US$821,000). These were in respect of unused UK tax losses amounting to approximately
US$2,233,000 (2012 – US$2,061,000) and unused Tajikistan tax losses amounting to approximately
US$3,220,000 (2012 – US$2,107,000). The UK tax losses can be carried forward indefinitely and
used against future taxable income at 21%. The Tajikistan tax losses can be carried forward for two
years from the year incurred and used against future taxable income at 15%.
42
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
8. Finance Income and Costs
Finance Income
Interest income on short term bank deposits
Finance Costs
Interest expense on shareholder’s loan wholly repayable within five
years
Less: Borrowing costs capitalised in qualifying assets
Provisions: Unwinding of discount
Finance costs
9. Earnings per Share
2013
US$000
2012
US$000
10
44
834
(834)
44
44
2013
US$
145
(145)
–
–
2012
US$
Restated
Basic and diluted earnings per share
(0.0168)
(0.0116)
The basic loss per share is calculated by dividing the loss attributable to equity holders after tax of
US$6,393,000 (2012 – loss US$3,618,000) by the weighted average number of shares in issue and
carrying the right to receive dividend. For the year ended 31 December 2013 this was 381,254,373
(2012 – 311,874,780) shares.
As the Group has incurred a loss for the year, no option or warrant is potentially dilutive, and hence
the basic and diluted loss per share are the same. At the year end there were 8,825,000 (2012 –
7,600,000) share options and no (2012 – 300,000) warrants outstanding that are potentially dilutive
in future.
Details of share issues since the year end, which may result in the dilution of earnings per share in
the future, are disclosed in note 29 of the Financial Statements.
43
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
10. Intangible Assets
Cost
At 1 January 2012 (Restated)
Additions
Transfer to mines under construction (note 11)
At 31 December 2012 (Restated)
Additions
At 31 December 2013
Impairment
At 1 January 2012
Impairment
At 31 December 2012
Impairment
At 31 December 2013
Net Book Value
At 31 December 2013
At 31 December 2012 (Restated)
Exploration and
evaluation assets
US$000
18,325
1,332
(16,088)
3,569
6,372
9,941
–
(466)
(466)
–
(466)
9,475
3,103
The exploration and evaluation assets represent internally generated costs in connection with the
Group’s exploration and evaluation activities. Expenditure is transferred from exploration and
evaluation assets to mines under construction once the work completed to date supports the future
development of the property and such development receives appropriate approvals. On securing the
mining licence and the Shareholder Loan Agreement with CNMIM in 2012 to finance the design
and construction of the Pakrut Gold Project, all exploration and evaluation costs incurred to date
were transferred into mines under construction. The costs capitalised as exploration and evaluation
assets during 2012 and 2013 relate to the Eastern Pakrut, Rufigar and Sulfidnoye gold and mineral
deposit areas, which are within the overall Pakrut licence area.
The rights of LLC Pakrut to carry out exploration and evaluation activity at the Pakrut deposit
expired on 1 April 2014. The Exploration Licence area includes the Pakrut, Eastern Pakrut,
Rufigor and Sulfidnoye gold and mineral deposits. The renewal application by the Group to extend
the Exploration Licence is being considered by the Government of Tajikistan. The Directors are
not aware of any legal or other impediments which would prevent approval of the licence extension
and we expect the renewal will be granted in due course. Exploration and evaluation activities can
continue at the Pakrut Deposit in the area covered by the Mining Licence.
44
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
11. Mines under Construction
Cost
At 1 January 2012
Transferred from exploration and evaluation assets
(note 10)
Additions
At 31 December 2012 (Restated)
Additions
Adjustment to subsoil contract signature bonus
(note 18)
At 31 December 2013
At 31 December 2012 (Restated)
Mining
rights
US$000
Construction
in progress
US$000
Total
US$000
–
–
–
16,088
21,924
38,012
–
(3,121)
34,891
38,012
–
2,267
2,267
13,884
–
16,151
2,267
16,088
24,191
40,279
13,884
(3,121)
51,042
40,279
Mining rights comprise exploration and evaluation assets up to the date the Pakrut Gold Project
was determined to be technically feasible and commercially viable. All subsequent exploration and
evaluation expenditure at this site is capitalised within mining rights. Additions include the subsoil
contract signature bonus and a share based payment for securing the Pakrut Mining Licence.
Construction in progress comprises the mine, power lines and road construction work carried out at
the Pakrut gold project by contractors and directly by the Group. It also includes the borrowing costs
associated with the loan to finance the mine construction from China Nonferrous Metals Intl
Mining Co. Limited (“CNMIM”), together with associated legal, professional and consultancy costs.
As at 31 December 2013, construction and associated costs amounting to US$3.195 million in
relation to the warehouse for explosive materials, cyanidation site, tailings dam and high voltage
power line towers are located on land where the relevant land use right certificates have been
applied for but not yet obtained.
Mines under construction are not depreciated until construction is completed and the assets are
available for their intended use, signified by the formal commissioning of the mine for production.
45
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
12. Property, Plant and Equipment
Office
furniture
and
equipment
US$000
Land
US$000
Motor
vehicles
US$000
Plant and
machinery
US$000
Total
US$000
30
2
32
–
32
–
–
–
–
–
32
32
189
30
219
65
284
144
16
160
39
199
85
59
326
99
425
462
887
238
61
299
142
441
446
126
2,588
1,462
4,050
2,287
6,337
1,416
880
2,296
943
3,239
3,098
1,754
3,133
1,593
4,726
2,814
7,540
1,798
957
2,755
1,124
3,879
3,661
1,971
Group
Cost
At 1 January 2012
Additions
At 31 December 2012
Additions
At 31 December 2013
Accumulated Depreciation
At 1 January 2012
Charge for the year
At 31 December 2012
Charge for the year
At 31 December 2013
Net Book Value
At 31 December 2013
At 31 December 2012
Depreciation of US$1,100,303 (2012 – US$932,607) has been capitalised as part of exploration and
evaluation assets. The net book value of tangible assets used in exploration and evaluation was
US$1,459,668 (2012 – US$1,950,497). The net book value of tangible fixed assets used in mines
under construction was US$2,182,069 (2012 – US$Nil).
Plant and machinery additions during 2013 includes US$2,182,069 acquired under the termination
agreements with 15MCC and Shanxi.
46
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
13. Principal Subsidiary Undertakings
The Group had the following principal subsidiaries at 31 December 2013.
Name of Company
Holding
Country of
Incorporation
Proportion
of Voting
Rights held
Nature of Business
Directly held
Kryso Resources BVI Limited Ordinary
Shares
Ordinary
Shares
Kryso Resources Limited
Indirectly held
Limited Liability Company
Pakrut
International Mining Supplies
and Services Limited
Limited Liability Company
Asia Oil and Gas
Ordinary
Shares
Ordinary
Shares
Ordinary
Shares
British Virgin
Islands
UK
100% Holding Company
100% Holding Company
Tajikistan
100% Mineral Exploitation
UK
100% Service Company
Tajikistan
100% Mineral Exploitation
Limited Liability Company Kuhi Zarrin and Limited Liability Company Gumas were liquidated
on 28 August 2013 and 29 August 2013 respectively.
47
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
14. Financial Instruments by category
31 December 2013
Assets per Statement of Financial Position
Other receivables, excluding prepayments
Cash and cash equivalents
Total
31 December 2013
Liabilities per Statement of Financial Position
Borrowings
Provisions for other liabilities and charges
Trade and other payables, excluding non-financial liabilities
Total
31 December 2012
Assets per Statement of Financial Position
Other receivables, excluding prepayments
Cash and cash equivalents
Total (Restated)
31 December 2012
Liabilities per Statement of Financial Position
Borrowings
Trade and other payables, excluding non-financial liabilities
Total (Restated)
48
Loans and
Receivables
US$000
8,003
8,602
16,605
Liabilities at
amortised
cost
US$000
15,128
544
12,946
28,618
Loans and
Receivables
US$000
6,132
26,085
32,217
Liabilities at
amortised
cost
US$000
2,994
15,042
18,036
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
15. Inventories
Consumables
Construction materials
2013
US$000
2012
US$000
3,425
3,185
6,610
2,172
–
2,172
Inventories categorised as consumables are acquired for use in exploration and evaluation activities
at which time they are charged to intangible assets within exploration and evaluation assets or
mining rights within Mines under construction. Inventories categorised as construction materials
are acquired for use in mine construction at which time they are charged to construction in
progress within Mines under construction. Construction materials comprise materials acquired
under the termination agreements with 15MCC and Shanxi of US$1,309,362 and US$1,875,299
respectively.
16. Other Receivables
Other receivables
Prepayments and deposits
Total
Group
2013
US$000
Group
2012
US$000
156
8,649
8,805
41
7,388
7,429
None of the receivables are past due. The fair values equal the carrying amounts.
On 24 August 2012 the Group awarded China No.15 Metallurgical Construction Group Co.
Limited (“15 MCC”) a RMB256 million (equivalent to US$40 million) contract for construction
of the underground mine. Works to be undertaken under the agreement comprised construction of
the main ramp, mining area ramp, east air shaft, west air shaft and sublevel development works,
chambers, ore pass, mining and cutting works, installation of equipment for the mine, construction
of a flood discharge tunnel for the tailings dam and ancillary works.
Under the terms of an agency agreement entered into on 24 May 2012 between the Company and
CNMIM, CNMIM was appointed as the Company’s agent for the purpose of entering into certain
agreements in connection with the development of the Pakrut Gold Project. Accordingly, CNMIM
has entered into an agreement as agent for the Company and LLC Pakrut appointing 15 MCC to
carry out the construction work. 15 MCC is an associate of CNMIM.
Advance payments of RMB 38,371,729 (equivalent to US$6,091,000) in 2012 and RMB 8,018,664
(equivalent to US$1,272,804) in 2013 were paid to 15 MCC. The advance payments are recoverable
against interim payment certificates in equal instalments over ten months from the fifth month
after commencement of the works. Construction commenced in September 2012 and the value of
construction services completed by 31 December 2013 was RMB 42,115,128 (equivalent to
US$6,684,941), which is offset against the advance payments as at 31 December 2013.
49
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
16. Other Receivables (continued)
As 15MCC did not obtain the relevant licences for carrying out construction services in Tajikistan,
the construction contract was terminated. The Group purchased the equipment and inventories of
15MCC at the termination date for $2,111,529 and $1,309,362 respectively.
On 7 August 2013, the Group awarded Shanxi No. 3 Electric Power Construction Company
(“Shanxi”) a RMB150 million (equivalent to US$24 million) contract for construction of the
external power supply to the Pakrut Gold Project. Works to be undertaken under the contract
comprise the Khamza 100kV Substation Retrofit and construction of the Pakrut 100kV General
Step-Down Substation, including civil works, pavement, enclosures, etc. as well as substation
equipment procurement, export shipping, onsite installation and commissioning, and load
commissioning. The scope of work also includes the erection of a 100V power supply line from
Khamza Substation to the Pakrut Main Step-down Substation, with a total length of approximately
73km.
Advance payments of RMB 52,655,400 (equivalent to US$8,358,000) were paid to Shanxi. The
advance payments are recoverable against interim payment certificates in equal instalments over
five months from the fourth month after commencement of the works. The value of work completed
by 31 December 2013 was RMB 15,217,432 (equivalent to US$2,415,465), which is offset against
the advance payments as at 31 December 2013.
As Shanxi did not obtain the relevant licences for carrying out construction services in Tajikistan,
both parties agreed during 2013 that the construction contract be terminated and replaced with a
consultancy service agreement whereby Shanxi will provide consultancy services to the Group to
direct and supervise LLC Pakrut to construct the external power supply and associated works. The
terms of the agreement were formalised on 24 June 2014. The Group purchased the equipment and
inventories of Shanxi at the termination date for US$70,540 and UD$1,875,299 respectively, which
are offset against the advance payments at that date. The advance payment after the offset amounts
to US$4,765,833 at 31 December 2013.
17. Borrowings
Borrowings
Less: unamortised borrowing costs
Total
Non-current portion
Current portion
2013
US$000
17,571
(2,443)
15,128
1,547
13,581
2012
US$000
Restated
6,091
(3,097)
2,994
2,994
–
In accordance with the terms of the Subscription Agreement and Warrant Instrument dated 27 July
2010 between Kryso Resources Limited (formerly Kryso Resources Plc) and CNMIM, a subsidiary
company of significant shareholder China Nonferrous Metals Mining (Group) Co. Limited (“China
Nonferrous”), CNMIM was required to use its best endeavours to secure mine funding for the
construction and development of the Pakrut Gold Project.
50
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
17. Borrowings (continued)
The Shareholder Loan Agreement (“the Agreement”) was signed between Kryso Resources Plc
and CNMIM on 24 May 2012. The loan consists of two tranches; tranche 1 for RMB 530,000,000
(approximately US$83.5 million) (“the RMB tranche”) and tranche 2 for US$10,000,000
(“the US$ tranche”). The Group must expend all the loan exclusively for the design, construction,
operation and administration of the Pakrut Gold Project including operating costs, capital
expenditure and general working capital. Under the terms of the Agreement, the US$ tranche is
disbursed by the lender transferring the funds into a designated bank account of the Group.
The RMB tranche is disbursed by the lender entering into contracts with third parties on behalf of
the Company or LLC Pakrut as their agent and transferring amounts to the bank accounts of
such parties.
The term of the loan commences from the date of the first advance until 31 May 2017. The annual
fixed interest rate is 9% for each RMB and US$ tranche and a management fee at 0.5% on the total
amount of the loan was paid within 30 days of the first advance. Default interest of 13.5% per
annum is payable on overdue amounts on the RMB and US$ tranches. The Group shall repay all
amounts of principal and interest in respect of the US$ tranche and the RMB tranche in US$ at
the fixed exchange rate of US$1 to RMB6.30.
The repayment schedule for the RMB tranche is as follows:
•
•
•
•
•
•
30/11/14 – US$14,020,000
31/05/15 – US$14,020,000
30/11/15 – US$14,020,000
31/05/16 – US$14,020,000
30/11/16 – US$14,020,000
31/05/17 – US$14,030,000
The repayment schedule for the US$ tranche is as follows:
•
•
•
•
•
•
30/11/14 – US$1,666,700
31/05/15 – US$1,666,700
30/11/15 – US$1,666,700
31/05/16 – US$1,666,700
30/11/16 – US$1,666,700
31/05/17 – US$1,666,500
Where only part of the loan has been drawn down by the Group, the amount drawn down shall be
repaid on the repayment dates in the amounts specified above until the amounts drawn down have
been fully repaid.
During the year the Group received drawdowns under the RMB tranche of RMB72,021,820
(equivalent to US$11,432,035) (2012 – RMB38,371,729, equivalent to US$6,090,751). The Group
paid loan interest of US$834,415 (2012 – US$144,655) and a management fee of US$Nil (2012 –
US$470,650) during the year. The interest and management fee are directly attributable to the
construction or production of a qualifying asset and have been capitalised within ‘Mine
Construction’ costs.
51
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
17. Borrowings (continued)
The Group has pledged its 100% equity interest in LLC Pakrut to CNMIM as security for
repayment of the loan.
18. Trade and other payables
Trade payables
Accrued expenses and other liabilities
Subscription bonus tax
Non-current portion – accrued expenses
Current portion
2013
US$000
1,446
5,127
9,642
16,215
1,124
15,091
2012
US$000
Restated
1,299
1,162
13,743
16,204
–
16,204
Trade and other payables include amounts due of US$14,490,000 (2012 – US$15,480,000) in
relation to exploration and evaluation activities and mines under construction.
Following the award of a mining licence to LLC Pakrut by the Government of the Republic of
Tajikistan in January 2012, the Group recognised a subscription bonus tax payable amounting to
$US13.743 million. A subscription bonus tax is a one-off fixed payment levied on subsoil users
following the conclusion of a subsoil use contract with the Government of the Republic of
Tajikistan. This has been calculated in accordance with Government Resolution No.426 of the
Government of the Republic of Tajikistan. The Group has during 2013 been in negotiations with
the Main Geological Department regarding the subsoil use contract for the Pakrut Gold Project
and in relation to the tax rate applied when calculating the ‘subscription bonus’, which was
previously under review by a State Commission of the Republic of Tajikistan.
On 30 May 2014 the Group concluded the amount of the subscription bonus tax with the relevant
authorities of the Government of the Republic of Tajikistan, comprising royalties of 6% on future
revenues and a signing and commercial discovery bonus amounting to Tajik somoni 50.7 million
(equivalent to US$10,622,000). The Group made a payment on account of US$980,000 during 2013
and the balance is payable in instalments by 30 September 2014.
Non-current liabilities comprise the retention of amounts due to certain contractors in accordance
with the terms of the contracts at between 5% and 15% of the value of work performed.
52
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
19. Provisions for Other Liabilities and Charges
At 1 January 2012 and 2013
Arising during the year
Unwinding of discount
At 31 December 2013
Analysis of total provisions:
Non-current
Current
Total
Rehabilitation
US$000
Total
US$000
–
500
44
544
–
500
44
544
2013
US$000
2012
US$000
544
–
544
–
–
–
The Group makes full provision for the future cost of rehabilitating mine sites and associated
production facilities on a discounted basis at the time of constructing the mine and installing those
facilities.
The rehabilitation provision represents the present value of rehabilitation costs relating to the
Pakrut mine site, which are expected to be incurred up to 2013, which is the expiration date of the
mining licence. The provision has been created based upon the feasibility study. Assumptions
based upon the current economic environment within Tajikistan have been made, which
management believes are a reasonable basis upon which to estimate the future liability and will be
reviewed regularly to take into account any material changes to the assumptions. The actual
rehabilitation costs and works required will ultimately depend upon future market prices for the
necessary rehabilitation works required, changes in future regulatory requirements and the timing
on when the mine ceases to operate commercially.
The discount rate used in the calculation of the provision as at 31 December 2013 is 9% per annum.
The value of the undiscounted provision is US$2,481,000.
20. Treasury Policy and Financial Instruments
The Group operates informal treasury policies which include ongoing assessments of interest rate
management and borrowing policy. The Board approves all decisions on treasury policy.
Facilities are arranged, based on criteria determined by the Board, as required to finance the long
term requirements of the Group. The Group has financed its activities by the raising of funds through
the placing of shares and through the issue and subsequent exercise of options and warrants.
At 31 December 2013 there were no monetary assets denominated in currencies other than the
functional currencies of the Group’s operations.
There are no material differences between the book value and fair value of the financial assets at
the year end.
53
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
21. Share Capital
2013
No. of
ordinary
shares
2012
Share
Capital
US$000
No. of
ordinary
shares
Share
Capital
US$000
At 1 January (Ordinary shares of
£0.01) each
Issued during the year
Issue of A Ordinary share
Cancellation and extinguishment of
shares under scheme of
arrangement
Issue of new shares under scheme of
380,942,291
350,000
1
6,270
6
–
278,254,286
102,688,075
–
(381,292,291)
(6,276)
4,640
1,630
–
–
–
–
–
arrangement
381,292,291
38
At 31 December (Ordinary shares of
US$0.0001 each)
381,292,292
38
380,942,291
6,270
Scheme of Arrangement
On 30 July 2013, one A Ordinary Share of Kryso Resources Limited (formerly Kryso Resources Plc)
of £0.01 was issued fully paid to China Nonferrous Gold Limited, pursuant to the group
reorganisation. The A Ordinary share does not carry any voting rights and was not admitted to
trading on AIM.
In order to effect the group reorganisation by means of a scheme of arrangement (“the Scheme”),
the holders of the existing Ordinary shares of Kryso Resources Limited had their shares cancelled
in consideration for which they received ordinary shares in China Nonferrous Gold Limited on a
one-for-one basis. The ordinary shares of Kryso Resources Limited were de-listed and the issued
shares of China Nonferrous Gold Limited admitted to trading on AIM.
Under the scheme of arrangement dated 30 July 2013, 381,292,291 existing Ordinary shares of
Kryso Resources Limited of £0.01 each were cancelled by way of a Reduction in Capital. The
reserve created by the Reduction was applied to paying up in full 381,292,291 new Ordinary shares
of £0.01 each to China Nonferrous Gold Limited.
China Nonferrous Gold Limited issued (credited as fully paid) 381,292,291 new ordinary shares
of US$0.0001 each to the former shareholders of Kryso Resources Limited on a one-for-one basis.
Under the scheme of arrangement, any unexercised share options and warrants in Kryso Resources
Limited were replaced with equivalent share options and warrants in China Nonferrous Gold
Limited. The replacement share options and warrants are treated as having been granted at the
same time as the old share options and warrants they replaced and vest or become exercisable on
the same terms.
54
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
22. Share Based Payments
Share Option Scheme
Options can be granted to any employee of the Group in accordance with the rules of The Kryso
Resources PLC Unapproved Share Option Scheme. The option price is not to be less than the
initial Placing Price or the price on the day of issue. The options cannot be exercised for a period
of at least one year from the date of grant. In the event of any employee to whom options have been
granted ceasing to be an employee of the Group he or she will have a set period in which to
exercise those options (depending on the reasons for leaving), failing which, the options will lapse.
Details of share options granted by the Company were as follows:
2013
2012
No. of
share
options
7,600,000
1,525,000
(50,000)
(250,000)
8,825,000
7,300,000
Weighted
average
exercise
price
(pence)
23.85
30.00
16.00
21.60
24.92
23.86
No. of
share
options
3,400,000
4,200,000
–
–
7,600,000
3,400,000
Weighted
average
exercise
price
(pence)
16.25
30.00
–
–
23.85
16.25
Share Option Scheme
Outstanding at beginning of year
Granted during the year
Exercised during the year
Expired during the year
Outstanding at end of year
Exercisable at 31 December
Share options outstanding at the year- end have exercise prices ranging from 16.25 pence to
30 pence.
55
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
22. Share Based Payments (continued)
Share Option Scheme (continued)
The granting of share options has been accounted for as equity settled share based payment
transactions. Exercise of an option is subject to continued employment. Options were valued using
the Black-Scholes option-pricing model. The expected volatility used in the model was determined
using the historical volatility of the Company’s share price. The assumptions used to value the
options, which are outstanding at the year-end are set out below:
Option granted on
Shares under option
Exercise price (£)
Exercise from (years)
Option life (years)
Risk free rate
Expected volatility
Expected dividend yield
Forfeiture rate
Fair value (£) per option
Bid price discount
18 April
2013
18 April
2013
26 September
2012
8 July
2011
50,000
0.30
1
5
1.50%
52.84%
0%
Nil
0.210
Nil
1,475,000
0.30
1
4
1.50%
52.84%
0%
Nil
0.181
Nil
4,200,000
0.30
1
4
1.50%
9.37%
0%
Nil
0.0614
Nil
3,400,000
0.1625
1
4
1.50%
7.97%
0%
Nil
0.0145
Nil
The weighted average share price at the date of exercise of the options during the year ended
31 December 2013 was 31.75 pence. The weighted average remaining option life as at 31 December
2013 is 2.4 years. The weighted average exercise price of the outstanding options at 31 December
2013 is 24.92 pence.
The total fair value has been spread over the relevant vesting periods and has resulted in a charge
to the income statement for the year ended 31 December 2013 of US$775,813 (2012 – US$143,534).
Warrants
Details of warrants granted by the Company were as follows:
2013
2012
Outstanding at beginning of year
Granted during the year
Exercised during the year
Lapsed during the year
Outstanding at end of year
Exercisable at 31 December
Weighted
average
exercise
price
(pence)
15.00
–
15.00
–
–
–
No. of
Warrants
91,833,333
–
(91,533,333)
–
300,000
300,000
Weighted
average
exercise
price
(pence)
18.50
–
18.50
–
15.00
15.00
No. of
Warrants
300,000
–
(300,000)
–
–
–
56
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
22. Share Based Payments (continued)
Warrants (continued)
The weighted average share price at the date of exercise of the warrants during the year was
35.38 pence (2012 – 18.5 pence). The weighted average remaining warrant life as at 31 December
2013 is nil (2012 – 0.4 years).
The total fair value charged to profit or loss in respect of warrants during the year ended
31 December 2013 was US$ Nil (2012 – US$ Nil).
Any ordinary shares allotted pursuant to an exercise of warrants will rank pari passu in all respects
with the ordinary shares in issue at the date of exercise of the warrants.
Tide Favour International Investment Limited Agreement (“Tide Favour Agreement”)
On 4 September 2012, Kryso Resources Limited entered into an agreement with Tide Favour
International Investment Limited to provide strategic consultancy services to the Group in
connection with the proposed listing of the issued share capital on the main board of The Stock
Exchange of Hong Kong Limited. Under the agreement, Tide Favour were entitled to a fee of RMB
2,000,000 and the grant of options to subscribe for ordinary shares representing 4% of the total
share capital prior to listing at an exercise price of £0.25 per share, conditional upon the listing
being completed before 3 September 2013 and raising proceeds under the listing of at least US$100
million. No liability was recognised as the Directors did not consider it probable that the conditions
would be satisfied.
On 16 December 2013 the Group entered into a supplemental agreement with Tide Favour, subject
to shareholder approval, to grant options to purchase new ordinary shares of US$0.001 each at an
exercise of £0.25 per share, for nil consideration, over 4% of the fully diluted share capital
immediately prior to the Hong Kong listing. The exercise of the options was conditional upon
completion of the Hong Kong listing prior to 31 December 2014 and raising proceeds under the
listing of at least US$100 million. No liability was recognised as the conditions for award had not
been met as at 31 December 2013, including obtaining shareholder approval.
The conditional grant of options to Tide Favour was terminated by the Group on 12 May 2014. The
options conditionally granted to Tide Favour remained unexercised up to the date of termination.
57
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
23. Cash Flows from Operating Activities
Cash flows from Operating Activities
Loss before income tax
Adjustments for:
Finance income
Depreciation
Share based payments
Project impairment
Finance costs
Change in working capital:
Trade and other receivables
Trade and other payables
Net Cash generated from/used in Operating Activities
31 December
2013
US$000
31 December
2012
US$000
Restated
(6,393)
(3,618)
(10)
24
776
–
44
6,342
844
1,627
(44)
25
910
466
–
(122)
1,533
(850)
24. Controlling Party
The Directors consider China Nonferrous Metals Mining (Group) Co. Limited (“CNMC”) to be
the ultimate controlling party.
25. Capital Commitments – Pakrut Gold Project
Capital commitments contracted for at the end of the reporting period but not yet incurred is as
follows:
Capital expenditure contracted for but not provided for in respect of
acquisition of mines under construction and property, plant and
equipment
63,611
39,785
2013
US$000
2012
US$000
Capital commitments categorised within mines under construction relate to construction of the
Pakrut gold mine.
26. Operating Lease Commitments
The future aggregate minimum lease payments under non-cancellable operating leases are as
follows:
Within one year
Later than one year and no later than five years
58
2013
US$000
2012
US$000
198
158
356
13
–
13
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
27. Contingent Liabilities
The Group has the following contingent liability as at 31 December 2013.
The Group has not obtained land use certificates for particular parcels of land occupied and
utilised at the reporting date. This includes a tailings facility, ore processing plant, power line
construction and office and residential buildings. The Group is in the process of applying for the
relevant certificates and is not aware of any reason why those applications will not be successful.
In the event that those applications are not successful, the Group may be required to relocate
operations from the affected parcels of land and face penalties and rehabilitation costs in relation
to works undertaken to date.
It is not anticipated that any material liabilities will arise from this contingent liability.
28. Related Party Transactions
At the year-end, Craig Brown was due US$1,083 (2012 – US$29,562) in respect of his expenses.
At the year-end, Abuali Ismatov was due US$7,310 (2012 – US$17,687) in respect of his expenses
and charges to the Group for the rent of office, laboratory and warehouse space in Tajikistan. The
rental charge to the Group during 2013 was US$39,200 (2012 – US$82,800).
Kryso Resources Limited charged Kryso Resources BVI Limited a management fee of US$180,000
during 2013 (2012 – US$180,000). International Mining Supplies and Services Limited charged
Kryso Resources Limited a management fee of US$56,110 during 2013 (2012 – US$57,055) for the
supply of office services. International Mining Supplies & Services Limited provided goods and
services to LLC Pakrut of US$2,822,709 during 2013 (2012 – US$1,823,420). As at 31 December
2013 the amount due from Kryso Resources BVI Limited to Kryso Resources Limited was
US$83,602,631 (2012 – US$49,582,526) and the amount due from Kryso Resources Limited to
International Mining Supplies and Services Limited was US$Nil (2012 – US$119,392) respectively.
The amount due from Kryso Resources BVI Limited to International Mining Supplies and
Services Limited was US$176,664 (2012 – US$491,650).
LLC Pakrut purchased property, plant and equipment costing US$1,801,231 from China Nonferrous
Metals International Mining Co. Ltd (“CNMIM”) during 2013 (2012 US$620,041). Kryso
Resources Limited paid CNMIM US$Nil (2012 – US$470,650) management fees for securing the
Shareholder Loan facility, and US$834,415 (2012 – US$144,654) in interest charges on the loan.
The amount due to CNMIM as at 31 December 2013 was US$17,571,523 (2012 – US$6,090,750).
CNMIM is a significant shareholder of the Group and Tao Luo and David Tang are Chairman and
President of CNMIM respectively.
Kryso Resources Limited entered into a Unit Price Construction Contract with China No.15
Metallurgical Construction Group Co., Ltd (“15MCC”), a subsidiary of the CNMC Group, of
which CNMIM is also a subsidiary, through CNMIM as an agent, which was expected to amount
to RMB255,811,528 (US$40,605,004). Advance payments of RMB8,018,664 (equivalent to
US$1,272,804) (2012 – RMB38,371,729 (equivalent to US$6,090,750)) were made, and a
construction service charge of RMB42,115,128 (equivalent to US$6,684,941) (2012 – US$820,169)
was owing to 15MCC as at 31 December 2013, which has been offset against the advance payments.
59
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
28. Related Party Transactions (continued)
In 2012, to facilitate the construction process, 15MCC transferred cash of TJS8,597,595
(US$1,805,495) to LLC Pakrut, which was then expensed by the Group by LLC Pakrut to pay for
15 MCC’s construction equipment and materials. During 2012, TJS3,601,601 (US$756,336) was
expensed and the remaining cash held by LLC Pakrut as at 31 December 2012 stood at
TJS4,995,995 (US$1,049,159). During 2013, TJS4,995,995 (US$1,049,159) was expensed and the
remaining cash held by LLC Pakrut as at 31 December 2013 stood at TJSNil (US$Nil).
As 15MCC was not able to obtain the relevant licences to perform the construction work in
Tajikistan, both parties agreed during 2013 that the construction contract be terminated and
replaced with a consultancy arrangement, whereby 15MCC will provide consultancy services to
the Group which directs LLC Pakrut to construct the mine. The terms of the agreement were
formalised on 24 June 2014. Under the terms of the termination agreement, the Group purchased
equipment and inventories from 15MCC for US$2,111,529 and US$1,309,362 respectively, which
was offset against the advance payments made to date. The liability due to 15MCC as at
31 December 2013 was US$2,742,277.
In addition to the above, LLC Pakrut has also incurred TJS1,706,239 (US$358,310) on 15 MCC’s
behalf, which remains payable to various creditors.
As at 31 December 2012, TJS16,327,244 (US$3,428,721) worth of construction equipments and
materials were imported into Tajikistan under the title of LLC Pakrut on behalf of 15 MCC.
Payments in advance of TJS621,925 (US$130,604) and TJS1,381,702 (US$290,157) of construction
works were also made on behalf of 15MCC by LLC Pakrut as at 31 December 2012.
None of these transactions have been included in the reported figures during 2012 and 2013 up to
the date of contract termination.
On 13 August 2013, the Group entered into a contract with NFC (Shenyang) Metallurgical
Machinery Co., Limited, a subsidiary of the CNMC Group, for the supply of mining and processing
equipment and related services. The contract value is RMB4,070,000 (equivalent to US$650,000).
29. Events after the Reporting Period
(a) Limited Liability Company Asia Oil and Gas was liquidated on 17 February 2014.
(b)
(c)
On 1 April 2014 the rights of LLC Pakrut to carry out exploration activity at the Pakrut
licence area expired. The exploration licence area includes the Pakrut, Eastern Pakrut,
Rufigar and Sulfidnoye gold and mineral deposits. The renewal application by the Group to
extend the Exploration Licence is being considered by the Government of the Republic of
Tajikistan.
On 9 April 2014 the Company granted 8,825,000 share options to certain Directors and
employees to replace the options previously issued by Kryso Resources Limited in 2011, 2012
and 2013. The total options outstanding has not increased and remains at 8,825,000. In
addition, the Company issued 250,000 ordinary shares pursuant to the exercise of 250,000
share options at a price of £0.1625 each.
60
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
29. Events after the Reporting Period (continued)
(d)
(e)
On 30 May 2014 the Group signed the subsoil use contract and concluded the amount of the
subscription bonus tax with the relevant authorities of the Government of the Republic of
Tajikistan, comprising royalties of 6% on future revenues and a signing and commercial
discovery bonus amounting to Tajik somoni 50.7 million (equivalent to US$10,622,000).
On 24 June 2014, the Group terminated the following contracts with an effective date of
31 December 2013 as the contractors had been unable to obtain the relevant licences to
perform in Tajikistan. Going forward the Group will self-construct the underground mine
and the power supply infrastructure under the direction and supervision of the contractors.
•
•
China No.15 Metallurgical Construction Group Co., Ltd regarding the construction of
the underground mine at the Pakrut Gold Project.
Shanxi No.3 Electric Power Construction Company regarding external power supply
works to the Pakrut Gold Project.
• Wenzhou Construction Group Co., Ltd regarding construction and mining of the
underground mine at Pakrut through exploration adit No.1.
On the same date, the Group entered into consultancy service agreements with each of the
above contractors in order to govern the new consultancy relationship. Under the consultancy
service agreements, the consultancy service fee is determined as the difference between the
target costs of construction (calculated in accordance with the original unit price construction
contracts) and the actual construction costs incurred by the Group.
(f)
On 19 June 2014, the Group obtained a bank term loan facility of US$120,000,000 from
Industrial and Commercial Bank of China (Macau) Limited, secured by standby letters of
credit. The loans advanced under the facility cannot exceed 95% of the value of the standby
letters of credit. Standby letters of credit were issued on 24 June 2015 for US$84,500,000.
The loan availability period runs from 9 July 2014 until 19 June 2015. Interest is charged at
2.9% above the 3 month LIBOR rate. The loan is conditional upon usual commercial terms
including the completion of associated security documentation.
30. Changes in Accounting Policies and Prior Period Adjustments
The Group early adopted IFRS 10 ‘Consolidated financial statements’, IFRS 11 ‘Joint arrangements’,
IFRS 12 ‘Disclosures of interests in other entities’, and consequential amendments to IAS 28
‘Investments in associates and joint ventures’ and IAS 27 ‘Separate financial statements’ on
1 January 2013. Early adoption of these standards has no impact on the Group in 2012 or 2013.
The Group has recorded the following prior period adjustments due to changes in accounting
policies and the correction of prior period errors.
(a)
Capitalisation of borrowing costs using the effective interest method. During the year ended
31 December 2012, the Group incurred borrowing costs amounting to US$3,097,000 in
securing the Shareholder Loan Agreement with CNMIM. In accordance with IAS 23
‘Borrowing costs’, these directly attributable costs were previously fully capitalised as part of
construction in progress within mines under construction. The Directors have now elected to
adopt the accounting policy to capitalise these borrowing costs under the effective interest
method.
61
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
30. Changes in Accounting Policies and Prior Period Adjustments (continued)
(b)
(c)
(d)
Elimination of goodwill arising on consolidation. In order to align the accounting policies
adopted by the Group for the proposed listing on to the Main Board of the Stock Exchange
of Hong Kong Limited and under the Hong Kong Listing Rules, the Group has fully impaired
the goodwill arising on consolidation of US$4,743,000 against retained earnings as at
1 January 2012.
Re-categorisation of exploration and evaluation assets. All exploration and evaluation
expenditure incurred in connection with the Pakrut Gold Project has been transferred to
mining rights within mines under construction, following the award of the mining licence
and securing the Shareholder Loan Agreement with CNMIM to finance the design and
construction of the mine. The prior year balances have been restated to correct this error.
Equity settled share based payment. In January 2012 the Group awarded 8,254,977 ordinary
shares to a consultant in settlement of a success fee and services in connection with the issue
of the mining licence for the Pakrut Gold Project. According to the underlying contractual
agreement, the success fee was £1,750,000 (equivalent to US$2,741,000), and the Group could
at its discretion elect to satisfy the payment of the fees in cash or by the allotment and issue
of 8,254,977 ordinary shares. The liability was settled by the issue of ordinary shares and the
share based payment of US$2,741,000 capitalised within mining rights. In accordance with
IFRS 2 ‘Share based payment’, the excess of the fair value of ordinary shares issued
(calculated by reference to the quoted market price on the date of issue) over the fair value of
the service has been charged to administrative expenses, amounting to US$766,000. The
prior period balances have been restated to correct this error.
(e)
Subsoil contract signature bonus. The tax liability recognised by the Group in connection
with the subsoil contract signature bonus was calculated at 1% of the value of actual and
potential gold reserves. Under Government Resolution No.426 of the Government of the
Republic of Tajikistan, actual gold reserves should be taxed at 1% whilst potential gold
reserves should be taxed at 0.5%. The difference in value of the liability of US$1,900,000
has been adjusted against mining rights within mines under. The prior period balances have
been restated to correct this error.
62
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
30. Changes in Accounting Policies and Prior Period Adjustments (continued)
The effect of the changes in accounting policies and prior period adjustments is shown in the
following tables.
Impact on Consolidated Statement of Comprehensive Income
Year ended
31 December
2012
Share based
payment
US$000
US$000
Year ended
31 December
2012
Restated
US$000
Revenue
Cost of sales
Gross Profit
Administrative expenses
Listing and capital reorganisation expenses
Project impairment
Loss/gain on foreign exchange
Operating Loss
Finance income
Finance costs
Loss before Income Tax
Income tax
Loss for the year
–
–
–
(2,640)
(427)
(466)
637
(2,896)
44
–
(2,852)
–
(2,852)
Total comprehensive income attributable to
owners
Basic and diluted earnings per share
(2,852)
$(0.0091)
–
–
–
(766)
0
0
0
(766)
–
–
(766)
–
(766)
(766)
–
–
–
–
(3,406)
(427)
(466)
637
(3,662)
44
–
(3,618)
–
(3,618)
(3,618)
$(0.0116)
63
30. Changes in Accounting Policies and Prior Period Adjustments (continued)
Impact on Consolidated Statement of Financial Position
As at
31 December
2013
Effective
interest
method
As at
31 December
2013 as
presented
As at
31 December
2012
(previously
stated)
Effective
interest
method
Elimination
of goodwill
Re-categorise
exploration
and
evaluation
assets
US$000
US$000
US$000
US$000
US$000
US$000
US$000
Subsoil
contract
signature
bonus tax
As at
31 December
2012
(restated)
As at
1 January
2012
(previously
stated)
As at
1 January
2012
(restated)
Elimination
of goodwill
US$000
US$000
US$000
US$000
US$000
Share
based
payment
US$000
Non-Current Assets
Goodwill
Exploration and evaluation assets
Mines under construction
Property, plant and equipment
Total Non-Current Assets
Current Assets
Inventories
Other receivables
Cash and cash equivalents
Total Current Assets
Non-Current Liabilities
Trade and other payables
Borrowings
6
4
Provisions for other liabilities and
charges
Total Non-Current Liabilities
Current Liabilities
Borrowings
Trade and other payables
Total Current Liabilities
Net Current Assets
Net Assets
Equity attributable to the
owners of the parent
Share capital
Share premium
Other reserve
Retained earnings
Total Equity
–
9,475
53,485
3,661
66,621
6,610
8,805
8,602
24,017
1,124
3,551
544
5,219
14,020
15,091
29,111
(5,094)
56,308
38
65,616
10,175
(19,521)
56,308
–
–
(2,443)
–
(2,443)
–
–
–
–
–
(2,004)
–
(2,004)
(439)
–
(439)
439
–
–
–
–
–
–
–
6,091
–
(3,097)
–
–
6,091
(3,097)
–
9,475
51,042
3,661
64,178
6,610
8,805
8,602
24,017
1,124
1,547
544
3,215
13,581
15,091
28,672
4,743
43,015
5,364
1,971
55,093
2,172
7,429
26,085
35,686
–
18,104
18,104
(4,655)
17,582
56,308
66,584
38
65,616
10,175
6,270
68,709
–
(19,521)
(8,395)
56,308
66,584
–
(4,743)
(3,097)
–
–
–
–
–
(3,097)
(4,743)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(4,743)
–
–
–
(4,743)
(4,743)
–
(34,915)
34,915
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
766
–
(766)
–
–
(1,900)
–
–
(1,900)
–
–
–
–
–
–
–
–
–
(1,900)
(1,900)
–
3,103
40,279
1,971
45,353
2,172
7,429
26,085
35,686
–
2,994
–
2,994
–
16,204
16,204
4,743
18,325
–
1,335
24,403
1,703
1,216
11,050
13,969
–
–
–
–
–
109
109
1,900
19,482
13,860
(4,743)
–
–
–
(4,743)
–
–
–
–
–
–
–
–
–
–
–
–
–
18,325
–
1,335
19,660
1,703
1,216
11,050
13,969
–
–
–
–
–
109
109
13,860
–
–
–
–
–
–
61,841
38,263
(4,743)
33,520
6,270
69,475
–
4,640
37,995
–
–
–
–
(13,904)
(4,372)
61,841
38,263
(4,743)
(4,743)
4,640
37,995
–
(9,115)
33,520
N
o
t
e
s
t
o
t
h
e
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
(
c
o
n
t
i
n
u
e
d
)
C
H
I
N
A
N
O
N
F
E
R
R
O
U
S
G
O
L
D
L
I
M
I
T
E
D
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
30. Changes in Accounting Policies and Prior Period Adjustments (continued)
Impact on Statement of Changes in Equity
Share
capital
US$000
Share
premium
US$000
Retained
earnings
US$000
Balance at 1 January 2012 as
previously reported
Effect of prior period adjustments
Balance at 1 January 2012 (restated)
Total comprehensive income for the
year as previously reported
Effect of prior period adjustments
Total comprehensive income for the
year as restated
Total contributions by and
distributions to owners of the
parent, recognised directly in
equity as previously reported
Effect of prior period adjustments
Total contributions by and
distributions to owners of the
parent, recognised directly in
equity as previously as restated
Balance as at 31 December 2012 as
previously reported
Balance as at 31 December 2012 as
restated
Total
US$000
38,263
(4,743)
33,520
(2,852)
(766)
(4,372)
(4,743)
(9,115)
(2,852)
(766)
(3,618)
(3,618)
4,640
–
4,640
–
–
–
37,995
–
37,995
–
–
–
1,630
–
30,714
766
(1,171)
–
31,173
766
1,630
31,480
(1,171)
31,939
6,270
68,709
(8,395)
66,584
6,270
69,475
(13,904)
61,841
65
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
30. Changes in Accounting Policies and Prior Period Adjustments (continued)
Impact on Consolidated Statement of Cash Flows
Re-categorise
movement in
inventories to
investing
activities
Re-categorise
payment of
borrowing
costs to
financing
activities
Year ended
31 December
2012
Re-categorise
exploration
and
evaluation
assets
Re-categorise
qualifying
interest to
financing
activities
Year ended
31 December
2012
Restated
US$000
US$000
US$000
US$000
US$000
US$000
–
–
–
–
–
–
(850)
(850)
1,871
6,559
145
(400)
–
–
–
–
1,871
–
(1,871)
–
(1,871)
(6,559)
–
–
–
–
–
–
–
–
–
–
–
–
(6,559)
(1,593)
(469)
44
145
(8,977)
–
–
(145)
26,878
(1,871)
(145)
(145)
24,862
15,035
11,050
26,085
Cash flows from Operating
Activities
Net Cash used in Operating
Activities
Cash Flows from Investing
Activities
Payments for exploration and
evaluation
Payments for mining rights
within mine under
construction
Purchase of property, plant and
equipment
Movement in inventories –
consumables
Interest received
Net Cash used in Investing
Activities
Cash Flows from Financing
Activities
Proceeds from issuance of equity
share capital
Payments for borrowing costs
Interest paid
Net Cash generated from
Financing Activities
Net Increase in Cash and cash
equivalents
Cash and cash equivalents at
beginning of the year
Cash and cash equivalents at end
of the year
(1,319)
(1,319)
(8,975)
–
(1,593)
–
44
(10,524)
26,878
–
–
26,878
15,035
11,050
26,085
469
469
–
–
–
(469)
–
(469)
–
–
–
–
66
RF66253
Printed by Royle Financial Print