CHINA NONFERROUS GOLD
LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2022
Company Registration Number WK-277188
CHINA NONFERROUS GOLD LIMITED
Contents
2
Page
Company Information
3-5
Chief Executive Officer’s Statement
6-10
Report of the Directors
11-27
Board of Directors
28-29
Statement of Directors’ Responsibilities
30
Governance Report
31-35
Report of the Independent Auditor
36-41
Consolidated Statement of Comprehensive Income
42
Consolidated Statement of Financial Position
43-44
Consolidated Statement of Changes in Equity
45-46
Consolidated Statement of Cash Flows
47
Accounting Policies
48-62
Notes to the Financial Statements
63-111
CHINA NONFERROUS GOLD LIMITED
Company Information
3
Directors
Mr Lixian Yu
Mr Xiaohua Wang
Mr Xiuzhi Shi
Mr Yong Li
Mr Feng Zhishuo
(Chairman and Non-Executive Director)
(Executive Director, Finance Director)
(Non-Executive Director)
(Non-Executive Director)
(Executive Director, Managing Director)
Company Secretary
Mr Feng Zhishuo
Registered Office
One Nexus Way
Camana Bay
Grand Cayman
KY1-9005
Cayman Islands
Nominated Adviser & Broker
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
United Kingdom
Bankers
BANK OF CHINA(HONG KONG)LIMITED
3/F,BANK OF CHINA TOWER,1 GARDEN ROAD,HONG KONG
CHINA CITIC BANK WUHAN BRANCH
Business Department, Wuhan Branch
China CITIC Bank, No. 747,
Jianshe Avenue, Hankou, Jianghan District,Wuhan City, Hubei Province
CHINA CITIC BANK ZHUHAI BRANCH
COMPANY BUSINESS COUNTER.
NO.1 JINGSHAN ROAD XIANGZHOU DISTRICT ZHUHAI GUANGDONG
PROVINCE CHINA
4
Bankers (continued)
BANK OF SHANGHAI BEIJING BRANCH
No.C12 Jianguomenwai St. Chaoyang District, Beijing
BANK OF CHINA(HONG KONG)LIMITED
3/F,BANK OF CHINA TOWER,1 GARDEN ROAD,HONG KONG
NATIONAL WESTMINSTER PLC
NATWEST PARKLANDS,3 DE HAVILLAND WAY
HORWICH,BOLTON
Tajikistan
OJSC"AGROINVESTBANK" DUSHANBE, TAJIKISTAN
Dushanbe, Tajikistan
"AMONATBONK" DUSHANBE, TAJIKISTAN
Dushanbe, Tajikistan
OJSC "BANK ESKHATA" Republic of Tajikistan, Khujiand
VAHDAT, Tajikistan
CJSC "SPITAMEN BANK" DUSHANBE, TAJIKISTAN
VAHDAT, Tajikistan
CJSC "NBP Pakistan Subsidiary Bank in Tajikistan"
Dushanbe, Tajikistan
Independent Auditor
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14 4HD
Legal Advisors
English law
Charles Russell Speechlys LLP
5 Fleet Place
London EC4M7RD
United Kingdom
5
Tajikistan law
Galimov Fa and Matt
No. 60, Building 6, Somony Street Dushanbe
Tajikistan
Cayman Islands law
Walkers
Suite 1501-1507
Alexandra House
18 Chater Road
Central
Hong Kong
CHINA NONFERROUS GOLD LIMITED
Chief Executive Officer’s Statement
6
Chief Executive Officer’s Statement
As CEO of the board, it gives me pleasure to present the CEO’s statement of the annual report for the year
ended 31 December 2022. The Pakrut gold mine has maintained normal operational capacity from financial
year 2019 to date.
The Company made achievements in 2022 and in recent years has become an important gold-production
enterprise in Tajikistan. The Pakrut gold mine achieved its own, internal production targets for 2022, which
brings steady cash flows to support the sustainable development of the Company’s ongoing operations.
Operation
During the year ended 31 December 2022, a total of 688,232 tons of ore was extracted from the Pakrut gold
mine (2021: 625,078 tons), and a total of 662,421 tons of ore were processed at a grade of 2.19 g/t (2021:
650,995 tons of ore processed at a grade of 2.29 g/t), 19,327 tons of gold concentrate were produced at a
grade of 68.50 g/t (2021: 19,918 tons of gold concentrate produced at a grade of 69.22 g/t), 1,200 kg gold
bullion were poured with a comprehensive recovery rate of 91.63% (2021: 1,249 kg gold bullion with a recovery
rate of 91.61%). In addition, a total of 86 drill holes were completed, approximately 6,259m, with the associated
assays expected back from the laboratory in due course. A further announcement will be made at that time.
COVID-19
As the impact of COVID-19 on the global economy has now significantly reduced, Pakrut has also lifted its
quarantine policy. Local employees can commute to work as normal every day. The Company still pays great
attention to employees’ physical health, and has provided a new equipped clinic. Currently, there are no
COVID-19 cases in Tajikistan. The number of workers at the mine site remains sufficient to meet the required
production targets, so the production target of 2022 was not affected by Covid. Furthermore, the suspended
flights (introduced due to Covid restrictions) which could have restricted access to the site for key employees
during the year, have now resumed. From November 2022, flights between China and Tajikistan were officially
resumed, and the quarantine policy was also lifted, making it much easier for Chinese employees to travel back
CHINA NONFERROUS GOLD LIMITED
Chief Executive Officer’s Statement (continued)
7
and forth.
Financial results
The development and construction work at the Pakrut Gold Project was finalised at the end of the 2018 financial
year. The Group has therefore generated revenue from full operational production from the beginning of the
2019 financial year. Administration expenditure for the year under review was US$25,109,000 (2021:
US$19,879,000).The main reason for the increase this year is due mainly to the increase in employee
compensation in 2022. It is worth noting this year that due to indicators of impairment at the Pakrut mine, an
impairment charge of US$266m has been recorded in the current year in respect of the Property, plant and
equipment (including Producing mines).
The overall loss incurred by the Group was US$287,043,289 (2021: US$6,247,062). Pakrut generated revenue
from gold sales in the year of US$68,524,835 (2021: US$71,991,962). The main reason for the decrease in
revenue was a decrease of 49 kilograms in gold sales compared to last year which resulted from slightly
decreased output levels; revenue was also impacted by the decline in average gold price from $1,800/oz during
2021 to $1,788/oz.
Financing Arrangements
In January 2022, the Group executed a loan agreement with CNMC Trade Company Limited (“CNMC Trade”)
for a loan of up to USD $34.55 million (the ”CNMC Loan”). This CNMC Loan has been used to repay the
existing China CITIC Bank Corporation Limited (“CITIC”) bank facilities of USD $34.55m (being USD$20m
advanced in January 2021 (“First Loan”) and USD$14.55m advanced in March 2021 (“Second Loan”).
In January 2022, the Group executed a foreign currency working capital loan agreement with CITIC for a loan
facility of up to US$20 million (the “new CITIC Loan”), with an annual interest at 3.00% over 6 month LIBOR,
which was used to repay US$20m of the CNMC Loan. In December 2022, the Group repaid a further US$1m of
the CNMC Trade loan.
The existing loan facilities from CITIC and Bank of Shanghai (“BOS”) totaled US$85 million at the year end and
CHINA NONFERROUS GOLD LIMITED
Chief Executive Officer’s Statement (continued)
8
the CNMC and CNMIM loan facilities totaled US$294m at the year end so that, including accrued interest, the
total amount of borrowings payable by the Company was US$379m at the year end (approximately US$318m
without interest). The existing loans in place with the Company’s major shareholder (and its associates) were
due for repayment during the 2022 financial year, although repayment has not yet been requested. Draft loan
renewals for all existing loans are currently in circulation. If progressed these loans would be deemed to be
related party transactions pursuant to Rule 13 of the AIM Rules for Companies, because of the size of the loans
and the relationship between the providers of the loan and the Company’s major shareholder, therefore
execution of these arrangements is subject to the relevant regulatory approvals and processes. At this stage
the renewal of these loans cannot be guaranteed.
Please refer to the ‘going concern’ disclosure below for
further information of loan and financing matters.
The Group has continued production throughout 2022 despite Covid-19 in terms of ongoing travel restrictions
between China and Tajikistan, enabling it to generate sufficient working capital for its daily operations. However,
in order to ensure the repayment of the existing loans as detailed above, a broader refinancing will be required.
The Company gradually repaid interest-bearing liabilities to reduce the asset liability ratio. The US$85 million of
loans from external lenders (banks) in place at year end were refinanced through additional shareholder loans
in 2023 – see Events after the Reporting period section below for further information, as well as going concern
disclosure (see below). The Group will continue to engage with other commercial banks as well as with its
major shareholder in order to ensure appropriate capital arrangements are in place to enable the financing
costs and principal repayments of the loans to be satisfied.
Events after the Reporting Period
In January 2023, the Group executed a loan agreement with CNMC Trade Company Limited (“CNMC
Trade”)for a loan of up to USD $19.50 million (the“CNMC Loan”) including an annual interest rate at 0.5% plus
3 month LIBOR. No extra fees were payable to CNMC Trade for this arrangement, which is repayable within 3
months from the date of drawdown. CNMC Trade has subsequently indicated it will to extend this loan for one
year from the initial repayment date, although as set out above, this would be a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies, and is subject to relevant regulatory approvals and
CHINA NONFERROUS GOLD LIMITED
Chief Executive Officer’s Statement (continued)
9
processes, so cannot be guaranteed. This CNMC Loan was used to repay the existing China CITIC Bank
Corporation Limited (“CITIC”) bank facilities of USD $20m.
In June 2023, the Company executed a loan agreement with CNMC Trade Company Limited (“CNMC Trade”)
for a loan of up to USD $65 million (the“CNMC Loan”) including an annual interest rate at 0.5% plus 3 month
LIBOR, which is repayable within 3 months from the date of drawdown. This CNMC Loan was used to repay
the existing Bank of Shanghai (Hong Kong) Limited (“BOS”) loan facility of USD $65m, which was due for
repayment on 9 June 2023.
In the first quarter of 2023, the Group repaid US$1.9m of the CNMC Trade Company Limited (“CNMC Trade”)
loan, which was drawn on September 20, 2017.
As set out above, CNMC Trade Company Limited (CNMC Trade), CNMC International Capitals Company Ⅱ
Limited (CNNICC Ⅱ) and CNMIM have indicated they will extend certain existing loans and the extension
contracts are in circulation, subject to regulatory approval and processes pursuant to Rule 13 of the AIM Rules
for Companies, so this cannot be guaranteed. At the date of this report, the Company had a total of US$316.07
million of debt facilities exclusive of interest (including banking facilities without interest).
The Company continues to explore a wider refinancing of its loans. Refer also to Note 28.
In February 2023, the area surrounding the mine site experienced snowfalls resulting in several avalanches and
landslides. On 16 March 2023 the power supply was re-established and production has resumed at the Pakrut
mine site. On 11 April 2023, the road to the mine site was repaired and re-opened, and the smelting plant
resumed production. Accordingly, normal operations have resumed at site. The Directors believe that,
notwithstanding this interruption, they will be able to recover gold production to similar levels to last year.Refer
also to Note 28.
Outlook
The Company is maintaining its current production capacity. Whilst maintaining production, the Company is
also focusing on perfecting and improving the smelting process by reducing production costs, increasing
CHINA NONFERROUS GOLD LIMITED
Chief Executive Officer’s Statement (continued)
10
Feng Zhishuo
Chief Executive Officer
30 June 202
recovery rates and improving competitiveness.
The Company has long been dedicated to becoming a significant gold producer in Central Asia. The
Company has also established a strong relationship with the government of Tajikistan and other Central Asian
countries, and it will consider other appropriate acquisitions at the right time.
While we have taken big strides in the production and operation of the Pakrut gold mine and has achieved
much, there are still challenges to overcome and targets to meet. It was disappointing to receive the updated
SRK Report (see announcement dated 24 April 2023) which updated the JORC Compliant Resource and
reduced the resource at the Company’s Pakrut project and the estimated life of mine. In addition, and as set out
in the going concern statement below, the majority of the Company’s outstanding loans (approximately £387m)
fall to be paid before the end of the current financial period and at this stage the Company does not have the
financial resources to repay them. The Directors believe that its major shareholder and associated parties will
continue to support them through the extension of existing loan agreements (subject to regulatory approval and
processes) but there can be no guarantee that this will occur. The Directors continue to explore all financing
opportunities and will update the market in due course as these progress.
In closing, I would like to take this opportunity to thank all our employees, management and advisers for their
continued hard work in 2022. I would also like to extend my thanks to all our stakeholders for their continued
backing over the years. I very much look forward to updating our shareholders further on the mine
developments, production levels, new strategy and direction.
3
CHINA NONFERROUS GOLD LIMITED
Report of the Directors
11
The Directors present their annual report and the audited Financial Statements of China Nonferrous Gold
Limited for the year ended 31 December 2022.
Principal Activity
The principal activity of the Group is that of mineral exploitation, mine development and mining.
BUSINESS REVIEW
Introduction
China Nonferrous Gold Limited (“CNG”) is a mineral exploration, development and mining Company. The
Group’s project is located in central Asia, having been discovered during the Soviet era. The principal focus of
the Group is the development and exploitation of the Pakrut Gold Project in Tajikistan.
CNG, following the scheme of arrangement between Kryso Resources Limited (formerly Kryso Resources Plc)
and its shareholders, was admitted to trading on AIM on 31 July 2013 in order to continue funding the
development of the Pakrut Gold Deposit and the exploration of the Pakrut License Area, and to 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 2022 is provided in the CEO’s Statement.
Strategy
CNG’s strategy is to maximize shareholder value through the development of the Group’s exploration properties,
proving up additional resources. CNG’s medium term objective is to become a mid-tier gold producer and
maintain strategic strength, and strive to achieve the production goal of Pakrut. The directors of CNG have a
track record of operating successfully in Tajikistan and believe CNG to have been the first foreign Company to
obtain 100% ownership of a mining and exploration project in Tajikistan.
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
12
OPERATING REVIEW
During 2022 the Group has:
Reached production capacity of 1,886 tons per day from January 2022;
Processed a total of 662,421 tons of ore at a grade of raw ore of 2.19g/t;
The recovery rate of processing was 91.14% and the recovery rate of smelting was 91.63%;
19,327 tons of gold concentrate were produced at the grade of 68.50g/t, 1,200 kg gold bullion were
poured with comprehensive recovery rate of 91.63%; and
Generated revenue from production of US$68,524,835.
Pakrut Gold Deposit and License Area
In April 2004, LLC Pakrut, a wholly owned subsidiary of the Group, was granted a license and geological lease
to explore and exploit the Pakrut License Area which comprises the Pakrut gold deposit and the surrounding
6,300 hectare exploration area located in the metalliferous southern Tien-Shan Fold Belt. This belt is reputed to
have the second largest known gold resource after the Witwatersrand in South Africa. The exploration license
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 license. The renewal application is being considered by the
Government of Tajikistan. Exploration and evaluation activities can be carried out at the Pakrut Gold Deposit in
the area covered by the mining license.
In November 2011, the Government of the Republic of Tajikistan issued the Pakrut Project mining license to
LLC Pakrut. According to the terms of the license, the amount of ore that can be mined is variable depending
upon the mine plan. The current mining license is valid until 2 November 2030.
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
13
FINANCIAL REVIEW
The results for the year ended 31 December 2022 were as follows:
2022
2021
US$000
US$000
Revenue
68,525
71,992
Cost of sales
(40,085)
(37,256)
Impairment of Property, Plant and Equipment
(265,953)
-
Administrative expenses
(25,109)
(19,879)
Foreign exchange gain/(loss)
1,075
(1,853)
Other operating expenses
(213)
(2,416)
Total costs
(330,285)
61,404
% Administrative expenses to total costs
39.03%*
32.37%
Operating (loss)/profit
(261,760)
10,587
Add: interest receivable
2
6
Less: interest payable
(15,242)
(10,826)
Loss on ordinary activities before taxation
(277,000)
(233)
Earnings per share (cents)
(750.65)
(1.63)
*Calculated excluding impairment charge as non recurring
The main financial Key Performance Indicator (‘KPI’) for the Group is administration costs as a percentage of
total costs (excluding impairment charge) which continues to be at an acceptable proportion. In 2022, KPI index
is at 39.03% (2021: 32.37%). The increase in administration costs is due to the scrapping of a batch of
ineffective fixed assets by Pakrut last year and the increase in employee compensation in 2022. The
impairment of producing mine is non-recurring and is excluded from total cost used to calculate the KPI.
Revenue is also considered to be a KPI and will be increasingly important to monitor now that the Group has
entered full production. Revenue for the year was US$68.53 million (2021: US$71.99 million). Considering the
decline in average gold price from $1,800/oz during 2021 to $1,788/oz during 2022, as well as slightly
decreased output levels, this decrease is in line with expectations.
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
14
Corporate Responsibility
The Group seeks to build a sustainable and profitable business to maximize the return to its shareholders and
in doing so will not knowingly overlook its Corporate Responsibilities.
Certain 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
programs to further develop their own skills. The Group also aims to provide a favorable 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 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.
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
15
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 organization; 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.
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.
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
16
PRINCIPAL RISKS AND UNCERTAINTIES
Environmental Risk
The Group’s core operations are located in Pakrut, a mountainous area of Tajikistan. The area is remote and
can be subject to adverse weather conditions which, as evidenced in the first half of 2017, can impact the ability
of the Group to perform its core operations and may lead to substantial damage of the Group’s properties. The
Group seeks to manage this risk by taking out appropriate insurance and carefully monitoring weather reports
during the seasons when adverse conditions are most likely and ensuring that appropriate action is taken to
minimise risk to life and property damage.
Production Risk
The Pakrut Gold Project is now operating at full production capacity. The Company's existing production
equipment is considered to be sufficient to meet the requirements of the budgeted gold production targets. The
right choice of production equipment has a major impact on productivity and costings.
The production process of the gold should be based on the specific performance requirements of the product.
This requires an increase in production skills and requires training of Company technicians. Technology is
changing rapidly and existing production technology may have fallen behind, therefore technicians must
continue to develop their knowledge and skillset to keep up with this pace.
Production risks are related to the possibility that gold production or output levels are lower than expected. The
main sources of production risk are bad weather conditions and limited production capacity, such as hail, snow
disasters, and limited Chinese technical staff. Despite the control measures taken, the production risk may also
be due to the harsh winter weather and the breakdown of production equipment and machinery. At present,
Pakrut is adopting risk prevention measures and control strategies for the above risks, including purchase of
equipment spare parts and materials in advance to ensure the sufficiency of raw materials and the normal
operation of the machinery at the mine site; vigorously training Tajik technical personnel, exerting local talent
policies, and rationally using manpower resources; reasonably estimating the impact of severe weather to
ensure the achievement of the annual output target.
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
17
COVID-19 risk
As the COVID-19 pandemic has largely drawn to a close, the impact of the epidemic on the operations of
enterprises has significantly weakened, and the Tajik market has gradually begun to open to the outside world.
Direct flights between China and Tajikistan have also begun to operate, two shifts per week, and there is no
need for isolation, greatly shortening the journey time. Currently, market vitality has accelerated and corporate
confidence has significantly increased, but at the same time, it is necessary to pay attention to the risks caused
by the epidemic, and staff should wear masks in daily life to prevent viruses.
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 are required to establish ore reserves, to develop metallurgical processes and to
construct mining and processing facilities at the Pakrut site.
There is no certainty that the exploration and development expenditures made by the Group as described in
these financial statements will result in 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 delays and 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.
Mineral geological exploration and mining is a time-consuming, profitable, and highly challenging task.
Therefore, it is expected that it will take a number of years from commencement to reach full operational
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
18
capacity and to realise production efficiencies. In the early stages of geological exploration, there are
uncertainties inherent in the process, as a result of incomplete equipment and facilities (under construction),
less advanced technical capabilities, and limited experience in the early stages of development and extraction.
This lack of experience can lead to imperfect work plans.
SRK has produced a JORC compliant, independent technical report (see announcement dated 23 April 2023
for further details). The estimated Mineral Resource reported (Measured and Indicated) (as at 31 December
2022) are as follows: based on the cut-off grade of 1.0g/t, the ore tonnage is 6.7 million tonnes, the average
grade is 2.1g/t, and the contained gold is about 14 tonnes. The estimated ore reserves reported (Proved and
Probable) are as follows: based on the cut-off grade of 1.5g/t, the ore tonnage is 4.2 million tonnes, the average
grade is 1.9g/t, and the contained gold is about 8.1 tonnes. Based on a production scale of 700,000 tonnes/year
(this production capacity is estimated based on the actual resources and mining capacity of Pakrut, and SRK
has also recognized this level of production capacity based on on-site inspections), the remaining production
service life of the Pakrut Gold Project is 6.3 years (calculated from 1 January 2023).
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 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
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
19
licenses and permits could be time-consuming and costly and could give rise to unexpected delays and
expenses. The Group seeks and obtains sufficient and appropriate legal advice where considered necessary.
The Group’s existing licenses and permits could be revoked, terminated or not extended in accordance with
expectations by the Tajikistan Government, the local government or the Tajikistan courts under certain
circumstances, including failure to comply with the conditions imposed by the licenses 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 licenses and permits required at all or on a timely basis could have a
material adverse effect on the Group’s financial condition. The Group works closely with the Government and
local government departments on the mine project in order to ensure all parties are kept up to date on progress
and closely monitors compliance with the conditions imposed under its existing licenses and permits.
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 macroeconomic 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. Economic risk is
continually evaluated by the Group, including expectations of future events, and action undertaken as
necessary.
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 Chinese Renminbi and the
Tajik Somoni could have a material adverse effect on the Group’s financial results which are denominated and
reported in US dollars. Where possible the Group maintains bank and cash balances in the same denomination
as its expected liabilities. The Group does not currently hedge its exposure to foreign currencies.
The Group currently has a comprehensive program of insurance but does not carry insurance to protect against
certain risks and nor can it guarantee that its level of insurance is sufficient to cover all outcomes and
eventualities. 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.
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
20
Pakrut is located in Tajikistan, an overseas country, and the tax pressure is not insignificant. Due to the regional
poverty and developing status of the host country, the Directors understand that government funds are tight,
and tax has become the main source of national revenue. In 2020, Pakrut further strengthened its internal
control and basic management, and has formulated tax management measures that meet the Company's
management needs, that enables the team to promptly assess tax-related risks and related countermeasures in
the Company's business and management processes, and is responsible for establishing and maintaining good
relationships with the relevant tax authorities in order to make representations in regard to potential changes to
tax law, tax planning, and tax incentives in order to safeguard the Company's overall interests.
At present, it can be seen that there are many loans and a high asset liability ratio of CNG. At present, CNG
aims to reduce its asset liability ratio by gradually repaying interest bearing liabilities when it has the financial
ability to do so. Pakrut will continue to take measures such as improving quality and efficiency, reducing costs
where possible, and paying attention to changes in the gold price, striving to ensure that the delivery price of
gold is higher than the market average, actively monitoring exchange rate changes, managing its foreign
exchange risk, and other measures to improve cash flows, whilst actively exploring new paths to repay the
ultimate parent company's (and related entities’) loans, and continuously and effectively reducing the asset
liability ratio. See the going concern section for further explanation.
Financial Risk
The Group’s operations expose it to a number of financial risks. These are discussed under ‘Financial Risk
Management’ within Note 1 of the Financial Statements.
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 licenses,
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 licenses, 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 currently 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 minimize this risk.
No assurance can be given that such factors will not have a material adverse effect on the Group’s ability to
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
21
undertake exploration, development and mining activities in respect to present and future properties in
Tajikistan.
Tax risk
In 2022, compared with 2021, the corporate income tax increased significantly by $4,030,795. The main reason
is that the calculation criteria of income tax changed, and therefore the company has provided for additional
income tax according to the tax accounting standards of Tajikistan.
The Company will further strengthen communication with the tax department in Tajikistan and actively respond
to tax requirements and enquiries in order to protect the legitimate rights and interests of the enterprise.
Funding
The Group may need to secure further funding for loan repayment purposes. There is the risk that this may not
be forthcoming which would impact the Group operations. The Group has numerous funding options available
and remains in close contact with its controlling shareholder who have, up to now, provided economic support
as required.
Since 2016, CNMC has been continuously providing financial support letters either through the provision of
additional loans or not pursuing non-repayment of existing loans. Currently, due to the regulatory environment,
it is difficult for CNMC to continue to issue financial support letters to the Company. The Directors do not have
any reason to believe that CNMC will take any action or legal enforcement against CNG in the event of default
on existing borrowings, and we draw attention to the historic (including as recently as June 2023) willingness of
CNMC to provide ongoing financial support to the Company. See going concern section below for further
discussion with regard to current and ongoing funding needs.
Performance of Key Personnel and Employees
The Group seeks to mitigate this risk by actively engaging with its employees and seeking to offer a secure
work environment with appropriate pay levels to maintain both motivation and loyalty to the Group.
Results and Dividends
The results for the year and the Group’s financial position at the end of the year are shown in the following
Financial Statements. The Directors do not recommend the payment of a dividend (2021: US$Nil).
Future Developments
Future prospects are set out in the CEO’s Statement on page 9 under ‘Outlook’.
Directors and their Interests
The Directors who served the Group during the year do not hold any beneficial interests in the shares of the
Group (2021: None).
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
22
No Director who served during the period held any share options in the Company.
Remuneration of the Directors is disclosed in Note 5.
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
23
Substantial shareholdings
As at the date of these financial statements, the Directors were aware of the following shareholdings in excess
of 3% of the Company’s issued share capital.
Number of
ordinary
shares
Percentage of
issued share
capital
China Nonferrous Metals Int’l Mining Co Ltd
146,666,667
38.36
Zhao Bin
50,090,304
13.10
Golden Max Group
33,823,113
8.85
Huang Lihou
33,068,430
8.65
BOCOM International
16,500,000
4.31
Rainbow Bridge Investment Fund
12,335,489
3.23
Going Concern
The Company’s business activities, together with the factors likely to affect its future development, performance
and position are set out in the CEO’s Statement on pages 6 to 9. Note 1 to the financial statements includes the
Company’s objectives, policies and processes for managing its capital; its financial risk management objectives;
and its exposures to credit risk and liquidity risk.
The Group financial statements are prepared on a going concern basis and the Group’s current and forecast
cash position and working capital shows that for the period up to 31 December 2025 the Group will have
sufficient funds on hand to realise its assets and meet its obligations as they fall due, excluding loan financing
costs and repayment of loans, for a minimum of 12 months following the date of approval of these financial
statements.
In making their assessment, the Directors also have considered the level of production and operations at the
mine site, in conjunction with the updated resource and reserve estimates as per the revised Independent
Technical Report produced by SRK Consulting (see Note 2), and how the Group will be able to use the cash
inflows from these operations to support its working capital position and repay loans when they fall due. As all
shareholder loan extensions are provided on a one-year basis, the cCmpany applies to its ultimate controlling
party, CNMC, each year in advance of the loan repayment date falling due, following the application process
that has been in place for a number of years. As at the current date, following post year end refinancing of the
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
24
two external bank loans with Bank of Shanghai and China CITIC Bank (See Note 28), the Company has the
following loans payable:
Lender
Amount (principal) at
the date of this report
Amount (interest
accrued) at the date of
this report
Total
Repayment date
CNMC Trade Company Ltd
123,600,000.00
39,707,401.87
282,357,401.87
20/12/2022
CNMC Trade Company Ltd
20,000,000.00
26/11/2022
CNMC Trade Company Ltd
14,550,000.00
31/12/2022
CNMC Trade Company Ltd
19,500,000.00
19/04/2023
CNMC Trade Company Ltd
65,000,000.00
06/09/2023
CNMICC
60,744,168.83
21,260,359.47
82,004,528.30
08/12/2022
CNMIM
12,683,598.78
10,075,085.73
22,758,684.51
31/05/2022
Total shareholder loans
repayable in year to 30
June 2024
316,077,767.61
71,042,847.07
387,120,614.67
The Company is currently in the process of finalizing extension agreements for all of the above loans – the
agreements are as yet unsigned by both parties and also remain subject to regulatory approvals and processes
as detailed in the CEO’s statement. Other than the $19.5 million of CNMC loans, that will expire on 19 April
2024, and $12,683,599 of CNMIM loan, that will expire on 31 May 2024, other loans are all to be due within 12
months from 31 December 2022 as per the draft loan renewal agreements. In previous financial years, the
Company’s ultimate controlling party, CNMC, has provided a letter of financial support to the Company
confirming its intentions to continue to support the Company as and when required. In the current year, this
letter of support could not be obtained. In relation to the provision of financial support, it is difficult for the
ultimate controlling party, and related entities, to continue issuing a support letter in advance of the loan
repayment date.
So far, the Company has not received any information in written form or otherwise to indicate changes to the
intentions of the Company's ultimate major shareholder, CNMC Group, which is currently the Company's key
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
25
creditor. The Company's management has continued to maintain open communication with its ultimate major
shareholder.
CNMC has historically renewed the shareholder loans on an annual basis with no issues, and the Directors are
not aware of any reason why these renewals would not continue to be forthcoming upon application by the
Company. Most recently, in June 2023, CNMC issued a new shareholder loan of $65m to enable the company
to repay its outstanding loan to Bank of Shanghai.
In terms of security against the loans, the following is in place per the loan agreements:
-
CNG has pledged 100% of its equity interest in Kryso Resources (BVI) Limited, which owns 100% of
the Pakrut Gold Project, as security for repayment of the $120m CNMC Trade loan disclosed in the
above table; and
-
CNG has pledged 100% of its equity interest in Pakrut LLC to major shareholder, CNMIM, in respect of
the $12.7m CNMIM loan disclosed in the above table.
Other than the above, the remaining loans are unsecured and there is not any legal action or contractual
recourse that can be taken against the Company in the event of default or late repayment of these loans.
Management do not have reason to believe that any action will be taken in respect of the securities noted
above based on communications with these parties and historic evidence of financial support as noted above.
Other than the two external bank loans which were refinanced through shareholder loans post year end, the
remaining shareholder loans are past due at the year end. The lenders, CNMIM and CNMC, have indicated
they will extend the loans by 1 year from the repayment dates shown in the table above in all cases other than
the $65m short term loan due to CNMC, as this is not yet due for repayment and therefore the application will
be made at that time. The extension agreements are due to be signed soon although they remain subject to
regulatory processes and procedures pursuant to Rule 13 of the AIM Rules for Companies as detailed in the
CEO’s statement. The expectation is that the CNMIM Loan will be extended to 31 May 2024. Meanwhile the
Company will continue to hold open communication with these parties, as well as external lenders, in seeking
further refinancing options ahead of these renewal dates falling due. There is no expectation that this will not be
possible. However, as at the date of this report there are no binding agreements in place and there is no
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
26
guarantee that the facilities will be renewed, and therefore a material uncertainty exists with regard to going
concern.
The Directors have also considered the group’s daily working capital requirements in order to continue its
operations and remain in business. This assessment includes a detailed cash flow forecast for the financial
years 2023-2025, based on the following key assumptions:
- Gold price of US$/oz 1,750 in 2023, falling to US$/oz 1,430 after 2025
- Life of mine is 6.3 years, with production expected to cease in 2029
- Gold recovery rate of 81.9% from processing and metallurgy
- The latest resource evaluation data of SRK based on on-site surveys and current metallurgical recovery
rates (as per updated Technical Report)
From this assessment, it can be concluded that the current level of working capital, as well as the cash inflows
over the next 12 months to 30 June 2024 from the activities at the mine site, will be sufficient to meet these
working capital requirements and any committed and contractual expenditure over this period, excluding loan
financing costs and repayment of loans as discussed above. The daily operating conditions and the basic
conditions of cash flows of the Pakrut Gold mine have not undergone any fundamental change at the end of
2022 compared with previous years. After making due enquiries the Directors have a reasonable expectation
that the Company and Group have access to adequate resources to continue in operational existence for the
foreseeable future which is considered to be at least 12 months from the date of the signing of these financial
statements. Based on the facts above, a material uncertainty exists in relation to obtaining formal loan
refinancing both now and in the future, and the auditor has made reference to this in their audit opinion. The
Group continues to adopt the going concern basis in preparing the annual report and financial statements.
Events after the Reporting Period
Details of events after the reporting period are set out in the Chief Executive Officer’s Statement and in Note 28
to the Financial Statements.
Relevant Audit Information
The Directors who held office at the date of approval of this Report of the Directors 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.
CHINA NONFERROUS GOLD LIMITED
Report of the Directors (continued)
27
Signed by order of the Director
Mr Feng Zhishuo
30 June 2023
CHINA NONFERROUS GOLD LIMITED
Board of directors
28
Board of Directors
The current Board comprises:
Mr Lixian Yu (aged 57), Chairman and Non-Executive Director
Mr. Yu, aged 57, a senior engineer, is the director of some associate parties of China Nonferrous Metals Int’l
Mining Co., Ltd. (“CNMIM”), the Company’s largest shareholder, having joined CNMIM in July 2017. He
graduated with a Bachelor’s degree majoring in mining engineering from Central South University (formerly
known as College of Changsha Nonferrous Metals) in the PRC in June 1990 and has a postgraduate degree in
law from CPC Hubei Provincial Party School in the PRC. Mr Yu has extensive management and industry
experience. From May 2002 to August 2006, Mr Yu held various positions in Daye Nonferrous Metals Co., a
large-scale copper industry enterprise, and from August 2006 to July 2017 he served as deputy president of
Daye Nonferrous Metals Group Holdings Co., Ltd.
Mr Hui Zhang (aged 53), Managing Director
Mr. Zhang, aged 53, is the chairman of China Nonferrous Metals Int’l Mining Co., Ltd. ("CNMIM"), the
Company's largest shareholder, having joined CNMIM in July 2020. He graduated with a Bachelor's degree
from Kunming University of Science and Technology in the PRC, majoring in a specialty of civil engineering
from September 1988 to July 1992.
As a senior mining engineer by trade, Mr. Zhang has significant mining and management experiences. From
July 1992 to December 1998, he worked as an engineer in Beijing Central Engineering and Research Institute
of Nonferrous Metallurgical Industries; from January 1999 to March 2003, chief engineer of China Nonferrous
Metal Mining (Group) Co., Ltd; from March 2003 to March 2005, Vice General Manager of Department of
Engineering Business of China Nonferrous Metal Mining (Group) Co., Ltd; from March 2005 to November 2007,
Senior Engineer of Technical Department of NFC Africa Mining PLC, which is a listed Africa mining company in
Hong Kong; from December 2007 to April 2018, Vice Director of Department of supervision and administration
of production safety in China Nonferrous Metal Mining (Group) Co., Ltd; from April 2018 to April 2019, Deputy
Mayor of De Hong City, Yun Nan Province; and from April 2019 to July 2020, Vice Director of Department of
supervision and administration of production safety of China Nonferrous Metal Mining (Group) Co., Ltd.
He resigned as managing director on May 30, 2023.
Mr Xiaohua Wang (aged 52), Financial Director
Mr. Wang, aged 52, is the Chief Finance Officer of LLC Pakrut, the Company's wholly-owned subsidiary in
Tajikistan, having joined LLC Pakrut in April 2018. He studied in Huang Shi Finance School with a major in
financial accounting from September 1988 to June 1991. Mr. Wang graduated with a post-graduate's degree
majoring in economic management from Party School of CPC Hubei Provincial Committee in the PRC in July
2009.
CHINA NONFERROUS GOLD LIMITED
Chief Executive Officer’s Statement (continued)
29
Mr. Wang is well experienced in the fields of accounting and management. From March 2011 to October 2016,
he worked as CFO of Tibet Investment Corporation of Daye Nonferrous Metals Co., Ltd.; from October 2016 to
April 2018, CFO of Boyuan environmental protection corporation of Daye Nonferrous Metals Group Holdings
Co., Ltd.; from April 2018 to July 2018, Assistant to CEO of LLC Pakrut; from July 2018 to present, CFO of LLC
Pakrut.
Mr Xiuzhi Shi (aged 57), Non-Executive Director
Mr. Shi, aged 57, holds a PhD in Mining Engineering from the Central South University, where he has been an
Associate Professor and Professor of the School of Resources and Safety Engineering since September 1999.
Mr. Shi has significant industry and academic experience in mining engineering and safety engineering. From
May 1990 to August 1999, Mr. Shi worked as the technical market researcher at the Hebei Coal Science
Research Institute while holding the post of mining engineer at the Gypsum Mine project for the Yunlong Group.
Mr. Shi is a member of the mining committee of the Nonferrous Metals Society of China, a standardisation
expert for the China Safety Industry Association and a safety culture expert for the State Administration of Work
Safety. Mr. Shi has also hosted or participated in more than 80 scientific research projects in mining and safety
engineering and has published over 160 academic papers in well-known domestic and overseas academic
journals.
Mr Yong Li (aged 48), Non-Executive Director
Mr. Li, aged 48, is an attorney and managing Partner of Sequoia Smith LLP. He is also the Executive Director
at the Case Law Research Centre and is a supervisor of graduate students at the Law School of the Central
University of Finance and Economics. Mr. Li holds a PhD degree in Law from the Tsinghua University and is a
visiting scholar of Stanford Law School. Mr. Li has significant expertise in academic research in Company Law,
International Law and International Investment Law. He also has experience in investment, banking and
mergers and acquisitions. Mr. Li has also worked in dispute resolutions in numerous industries including mining,
manufacturing, infrastructure, construction, chemical engineering and in private equity and venture capital
investment. He is a director at the Beijing Finance Law Institute and the China Securities Law Institute, and is a
member of the China Law Society and the China National Lawyers' Association.
Mr. Feng Zhishuo (aged 42), Managing Director
Mr. Feng, aged 42, is a geologist and graduated from Peking University as a master of geology. He is well
experienced in the fields of mining and management. From April 2013 to August 2018, he worked as the
manager of Technical Department and acting general manager of China Nonferrous Kabwe Mining Co., Ltd.
(Zambia); from August 2018 to December 2019, geology director of Southeast Orebody of NFC Africa Mining
PLC(Zambia); from December 2019 to October 2022, acting Secretary of the board of China Nonferrous Gold
Limited; from October 2022 to present, Secretary of the board of China Nonferrous Gold Limited; from August
2021 to present, the Vice Director of Resource Development Department of China Nonferrous Metals Int’l
Mining Co., Ltd. He was appointed as managing director on May 30, 2023.
CHINA NONFERROUS GOLD LIMITED
Chief Executive Officer’s Statement (continued)
30
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with
applicable law and regulations. The Directors are required to prepare financial statements for each financial
year. The Directors have elected to prepare the Group Financial Statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European Union.
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 year. In preparing these
Financial Statements, the Directors are required to:
Select suitable Accounting Policies and then apply them consistently;
Make judgments and accounting estimates that are reasonable and prudent;
State whether applicable IFRSs as adopted by the European Union have been followed, subject to
any material departures disclosed and explained in the Financial Statements: and
Prepare the Financial Statements on the going concern basis unless it is inappropriate to presume
that the Group will continue in business.
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.
Signed by order of the Directors
Feng Zhishuo
30 June 2023
CHINA NONFERROUS GOLD LIMITED
Corporate Governance Report
31
Corporate Governance Report
This report forms part of the Report of the Directors.
The Board of Directors of China Nonferrous Gold Ltd has a responsibility to ensure that CNG has a sound
corporate governance policy and an effective Board.
The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code in line with the
London Stock Exchange’s. The QCA code identifies ten principles to be followed in order for companies to
deliver growth in long-term shareholder value, encompassing effective management with regular and timely
communication to shareholders. This report follows the structure of those principles and explains how we have
applied the guidance as well as disclosing any areas of non-compliance.
We will provide annual updates on our compliance with the code. The Board considers that the Group complies
with the QCA code so far as is practicable having regard to the size, nature and current stage of development
of the Company.
Principle 1: Establish a strategy and business model which promotes long-term value for shareholders
The principal strategy of the Group in the short term is to continue to develop the Group’s exploration assets
and the Pakrut Gold Project.
CNG is a gold exploration specialist, with operations in Pakrut. Our goal is to deliver long term value for our
shareholders. We aim to do this by advancing the operations of Pakrut in an efficient manner and seek to
identifying good quality assets for future exploration.
Consequently we:
•
focus on the efficiency of the Pakrut asset, as set out in the CEO’s statement;
•
use our expertise to identify those areas with potentially economically feasible deposits;
•
assess the business environment of the target country and its attractiveness for prospecting and
eventual mining operation; and
•
understand existing interests in a license area in order to ensure we can earn-in to existing interests on
terms favourable to our shareholders.
Principle 2: Seek to understand and meet shareholder needs and expectations
Directors are committed to developing a good understanding of the needs and expectations of all elements of
the company’s shareholder base. The board are also committed to managing shareholders’ expectations and
seeking to understand the motivations behind shareholder voting decisions. The board is also committed to
regular shareholder dialogue.
The principal opportunity for the board to meet shareholders is at the Company’s AGM, which shareholders are
encouraged to attend.
CHINA NONFERROUS GOLD LIMITED
Corporate Governance Report
32
The Company maintain an email address for shareholders to contact the Company directly which is
fengzhishuo@cnmim.com.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long term
success
The Board recognizes that long-term success relies upon good relations with a range of different stakeholder
groups both internal (workforce) and external (suppliers, customers, regulators and others). The board also
recognises the need to identify the Company’s stakeholders and understand their needs, interests and
expectations.
Given the industry in which CNG operates, good relationships are essential with both its suppliers and local
communities. CNG strives to have a strong relationship with those local communities and is committed to
respecting their laws and customs. To further this, CNG as far as possible seeks to employ local workers so as
to ensure that the benefits of the Group’s operations are kept within those local communities. The Group also
has an ongoing dialogue with relevant local communities to discuss any concerns which may arise. For
example, the Company supports its Tajik employees to go to local schools to learn mining and metallurgy
related knowledge and increase work skills. In Tajik, on important local festivals, the Company distributes
support packages to improve employees' well-being.
Linked to this, the Group retains the services of a local environmental consultant to ensure any actual or
potential issues impacting on the environment in which the Group operates are brought to the attention of
management as soon as possible so they can be addressed.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and
act on feedback from all stakeholder groups. Linked to this, the Group retains the services of a local
environmental consultant to ensure any actual or potential issues impacting on the environment in which the
Group operates are brought to the attention of management as soon as possible so they can be addressed.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the
organization
Risk matters are reviewed in board meetings on a regular basis as part of a Risk Register; and the details of
how such risks are minimized are discussed and documented in that register. The risks register includes macro-
level risks but also incorporates regular updates from the team in Pakrut (including from the environmental
consultant; the mining team and the investor relations manager). The key risks are reported to stakeholders as
part of the Company’s annual report.
Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair
The board consists of three non-executive directors and two executive directors. It is considered that Mr Shi
and Mr Li are independent non-executive directors.
CHINA NONFERROUS GOLD LIMITED
Corporate Governance Report
33
Board minutes and related papers are circulated to directors in good time ahead of the relevant board meeting.
The board has established audit, remuneration and nomination committees which meet regularly in accordance
with their terms of reference (http://www.cnfgold.com/corporate-information/corporate-governance).
The three committees are all composed of the non-executive directors Shi Xiuzhi, Li Yong and Yu Lixian.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and
capabilities
The board has five directors.; and the team consider they have a good balance of skills with Mr Wang Xiaohua
having relevant financial market skills and Mr Shi Xiuzhi and Mr Li Yong having relevant experience in mining.
In addition, Mr Zhang Hui and Mr Yu Lixian have extensive management and industry experience. The
Directors periodically receive training on their obligations as an AIM quoted company.
The Board recognizes that it has limited diversity and this will form a part of any future recruitment consideration.
Each Director undertakes a mixture of formal and informal continual professional development as necessary to
ensure that their skills remain current and relevant to the Group. Recent training has included Institutional
learning of CNMC and benchmarking with local Tajik Enterprises.
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous
improvement
At this stage the board does not have a strategy of board evaluation, although this is something the Company
will look to adopt in the future.
The Company is currently looking for an additional non-executive director, ideally based in the UK, with
extensive industry and other relevant experience in order to enhance CNG’s corporate governance structure.
The Nomination Committee is required to give recommendations to the directors where there are vacancies or
where it is felt that additional directors should be appointed. For new appointments the search for candidates is
conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits
of diversity on the Board. Whilst the Company’s largest shareholder, China Nonferrous Metals Int’l Mining Co
Ltd, has the right to appoint a director to the Board, the Nomination Committee will still assess any proposed
appointees to ensure that the board maintains an appropriate balance of skills and experience.
Principle 8: Promote a culture that is based on ethical values and behaviours
The board seeks to ensure that all of its employees are aware of CNG’s ethical values and this is covered in the
mandatory induction process for new employees. The Company also adopts an active Corporate Social
Responsibility strategy with regards to the community where its Pakrut project is based, as detailed above.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-
making by the Board
CHINA NONFERROUS GOLD LIMITED
Corporate Governance Report
34
The Board sets direction for the Company through a formal schedule of matters reserved for its decision. The
Board and its Committees receive appropriate and timely information prior to each meeting; a formal agenda is
produced for each meeting and Board and Committee papers are distributed by the Company Secretary several
days before meetings take place. Any Director may challenge Company proposals and decisions are taken
democratically after discussion. Any Director who feels that any concern remains unresolved after discussion
may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors.
Any specific actions arising from such meetings are agreed by the Board or relevant Committee and are then
followed up by the Company’s management.
Roles of the Board and Chief Executive Officer
The Board is responsible for the long-term success of the Company. There is a formal schedule of matters
reserved to the Board. It is responsible for overall Group strategy; approval of exploration projects; approval of
the annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure to
key business risks. There is a clear division of responsibility at the head of the Company. The Chief Executive
Officer (‘CEO’) is responsible for running the business of the Board and for ensuring appropriate strategic focus
and direction.
The CEO is responsible for proposing the strategic focus to the Board, implementing it once it has been
approved and overseeing the management of the Company. The CEO, together with the Chief Financial Officer
(‘CFO’) and other senior employees, is responsible for establishing and enforcing systems and controls, and
liaison with external advisors. The CEO has responsibility for communicating with shareholders, assisted by the
CFO and other senior employees.
All Directors receive regular and timely information on the Group’s operational and financial performance.
Relevant information is circulated to the Directors in advance of meetings. The business reports monthly on its
headline performance against its agreed budget, and the Board reviews the monthly update on performance
and any significant variances are reviewed at each meeting. Senior executives below Board level attend Board
meetings when deemed appropriate by the CEO, to present business updates.
The table below sets out the attendance statistics for all current Board members through 2022:
Meetings attended
Meetings
held during
the
year (or since appointment)
Mr Lixian Yu
6
10
Mr Zhang Hui*
6
10
Mr Xiaohua Wang
6
10
Mr Xiuzhi Shi
10
10
CHINA NONFERROUS GOLD LIMITED
Corporate Governance Report
35
Mr Yong Li
10
10
*Zhang Hui resigned as managing director on 30 May 2023.
Board committees
The Board is supported by the Audit, Remuneration and Nomination committees. Each committee has access
to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the
committee to discharge its duties. The Company is looking for an additional non-executive director in part to
enhance its corporate governance structure.
The Audit Committee provides a formal review of the effectiveness of the internal control systems, the Group’s
financial reports and results announcements and the external audit process. The audit committee met four
times during the year. All three members were present at all meetings, being Shi Xiuzhi, Li Yong and Zhang Hui.
The four audit committees were held on January 12, April 24, September 14, and December 15 2022.
The Remuneration Committee provides a formal and transparent review of the remuneration of the Executive
Directors and senior employees and makes recommendations to the Board on individual remuneration
packages. The remuneration committee met three times during the year. All members were present at all
meetings, being Shi Xiuzhi, Li Yong and Zhang Hui. The three remuneration committees were held on March 2,
July 4, and November 20 2022.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders.
The Company is committed to open dialogue with both institutional and retail shareholders. The CEO liaises
with CNG’s principal shareholders and relays their views to the wider board.
The Company considers that its annual AGM is an important part of this dialogue and encourages shareholders
to attend; and as set out above has also appointed an Investor Relations manager to further ensure
communications are prioritized. At this stage the Board does not publish an Audit Committee report but it will
consider if it is appropriate to do so at the next annual report.
CHINA NONFERROUS GOLD LIMITED
Report of the Independent Auditor
36
Opinion
We have audited the group financial statements of China Nonferrous Gold Limited (the ‘group’) for the year
ended 31 December 2022 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 and Notes to the Financial Statements, including significant accounting
policies. 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.
In our opinion, the group financial statements:
give a true and fair view of the state of the group’s affairs as at 31 December 2022 and of its loss for the
year then ended; and
have been properly prepared in accordance with IFRSs as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We are independent of the group in accordance
with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to the Going concern section within the Report of the Directors below, as well as the going
concern accounting policy and Note 28 to the financial statements, which indicates that the Group’s ability to
continue as a going concern is dependent on continued financial support regarding non-repayment of its current
US$387 million (including accrued interest) of shareholder and related party loans. There are currently no
formal agreements in place in respect of any refinancing, nor has a financial support letter been provided to the
Group in the current year, and there is no guarantee that the continued financial support will be forthcoming.
As stated in the disclosures referred to above, these events or conditions, along with the other matters as set
forth in those disclosures, indicate that a material uncertainty exists that may cast significant doubt on the
Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the Group’s ability to continue to adopt the going concern basis of accounting included:
Obtaining an understanding of management’s processes for evaluating the appropriateness of the use
of the going concern basis of accounting;
Obtaining management’s cash flows forecasts for a period of at least 12 months from the date of
expected approval of the financial statements and comparing these forecasts to the life of mine plan to
ensure consistency;
Holding discussions with management surrounding their expectations with regards to refinancing and
their recent and ongoing communications with the lenders, and assessing the likelihood of ongoing
financial support of the relevant parties in light of historic evidence;
Testing the mathematical accuracy of the cashflow forecast model;
Challenging and sensitising the key assumptions used in management’s base case model, in particular
the forecast production volumes and costs through comparison to historical actuals and the life of mine
plan
within
the
updated
Independent
Technical
Report,
and
assessing
the
commodity
price
assumptions through comparison third party forecasts and publicly available information; and
CHINA NONFERROUS GOLD LIMITED
Report of the Independent Auditor
37
Considering whether the disclosures relating to going concern are appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. We determined materiality for the
financial statements as a whole to be US$920,000 (2021: US$3,900,000) for the group financial statement
using an average of 5% of adjusted loss before tax (adjusted for impairment charge) and 1.5% of gross assets
(2021: 1% of gross assets) as a basis.
We consider gross assets to be the most relevant determinant of the group’s financial position and performance
used by shareholders, with the key financial statement balances being producing mines, other property, plant
and equipment, inventory and cash. The going concern of the group is dependent on its ability to fund
operations going forward, as well as on the valuation of its assets, which represent the underlying value of the
group. As the mine has been in full operational production for several years as at 31 December 2022, it is
considered appropriate in the current year to use a benchmark that includes a measure of profitability together
with gross assets. Given the significant impairment charge during 2022 following the revised Independent
Technical Report, an adjustment to the loss before tax to exclude this charge from the calculation is considered
appropriate in order to avoid any distortion to sampling and coverage, as this charge will be separately audited.
Whilst materiality for the financial statement as a whole was set a US$920,000, each significant component of
the group was audited to an overall materiality ranging between US$644,000 and US$820,000 with
performance materiality set at 70% (2021: 70%). We applied the concept of materiality both in planning and
performing our audit, and in evaluating the effect of misstatement.
Our approach to the audit
In designing our audit we determined materiality, as above, and assessed the risk of material misstatement in
the financial statements. In particular, we looked at areas requiring the directors to make subjective judgements,
for example in respect of significant accounting estimates including impairment of property, plant and
equipment (including producing mines), and considered future events that are inherently uncertain. We also
addressed the risk of management override of internal controls, including evaluating whether there was
evidence of bias by the directors that represents a risk of material misstatement due to fraud.
A full scope audit was performed on the complete financial information of the group’s operating components
located in Tajikistan, with the group’s key accounting function for all being based in Tajikistan.
The group’s Tajik operations are audited by a component auditor. The audit team discussed significant events
occurring during the year and post year-end period with the component auditor and performed an onsite review
of the component auditor’s working papers, including review of planning and completion stage group reporting.
The group audit team also performed a site visit to the Pakrut gold mine and the smelting plant in Tajikistan.
The group audit team are responsible for the scope and direction of the audit process. Work on other
components was performed by PKF Littlejohn LLP.
CHINA NONFERROUS GOLD LIMITED
Report of the Independent Auditor
38
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter
described in the material uncertainty related to going concern section, we have determined the matter
described below to be the key audit matter to be communicated in our report.
Key Audit Matter
How our scope addressed this matter
Valuation of Property, Plant and Equipment
including Producing Mines (Notes 2 and 13)
The group holds Property, plant and
equipment (‘PPE’) of $65m on its
Consolidated statement of financial position.
This is stated after an impairment charge of
$266m based upon the updated Independent
Technical Report produced by third party
expert, SRK Consulting, which stated a
significantly lower level of reserves
compared to the original Technical Report
issued in 2014. There is a requirement to
undertake an impairment review where
indicators of impairment exist. An
impairment assessment has been carried out
using value in use calculations across the
remaining estimated mine life. Such
calculations require management to exercise
a significant level of judgement and
estimation.
There is a risk that the carrying value of
mine assets is overstated and not fully
recoverable, taking into consideration all
relevant factors including current and future
mined ore grades, production quantities,
revenues, direct costs and discount rates,
which all feed into the value in use
calculations.
Our work in this area included:
A review of management’s impairment
assessment, including consideration of
any
net
present
value
(‘NPV’)
calculation used. Providing challenge to
the key inputs and assumptions and
corroborating where possible;
Undertaking sensitivity analysis on the
NPV calculations to assess the impact
on
the
headroom
for
reasonably
possible changes to key assumptions;
Ensuring valid mining licenses are held
as at the year-end;
Considering any potential impairment
indicators
through
discussion
with
management and the onsite visit to the
mine site during the audit fieldwork, as
well as review of announcements to the
market and board minutes for evidence
of impairment;
Reviewing accounting entries posted in
respect of impairment of PPE to ensure
appropriateness in accordance with IAS
36;
Performing a review of the updated
Independent Technical Report prepared
by management’s expert on the Pakrut
Gold
Project.
Obtaining
an
understanding
of,
corroborating,
and
providing
challenge
to,
the
key
assumptions used within this report in
arriving at a net present value for the
Pakrut Gold Project – including forecast
gold price, annual production volumes,
CHINA NONFERROUS GOLD LIMITED
Report of the Independent Auditor
39
grades, discount rate and cost inputs;
Holding
direct
discussions
with
management’s expert in regard to the
basis of preparation of the updated
Technical Report, the rationale for key
assumptions used, and interpretation of
results;
Assessing
the
independence
and
competence of management’s expert;
and
Review of disclosures relating to PPE,
including
disclosures
relating
to
key
sources of judgement and estimation
used in management’s assessment of
carrying value and impairment.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information contained
within the annual report. Our opinion on the group financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the
preparation of the group financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the group financial statements, the directors are responsible for assessing the group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
CHINA NONFERROUS GOLD LIMITED
Report of the Independent Auditor
40
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
We obtained an understanding of the group and the sector in which it operates to identify laws and
regulations that could reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management, and discussions with
the internal legal team in Pakrut conducted by the component auditor. We also selected a specific audit
team based on experience with auditing entities within this industry facing similar audit and business
risks.
We determined the principal laws and regulations relevant to the group in this regard to be those arising
from:
o
AIM Rules
o
Mining regulations in Tajikistan
o
Local tax and employment law in China and Tajikistan
We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the group with those laws and regulations. These procedures included,
but were not limited to:
o
Enquiries of management;
o
Review of Board minutes;
o
Review of legal ledger accounts;
o
A review of RNS announcements; and
o
A review of component auditor’s work surrounding local laws and regulations in Tajikistan,
including onsite discussion with the component auditor at their offices in Tajikistan.
We also identified the risks of material misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management
override of controls, that there is potential for management bias with regard to assessment of the
carrying value and impairment of PPE including producing mines. The work performed in this area is
detailed above.
We addressed the risk of fraud arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of journals; reviewing accounting
estimates for evidence of bias; and evaluating the business rationale of any significant transactions that
are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This
risk increases the more that compliance with a law or regulation is removed from the events and transactions
reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with our engagement letter
dated 20 March 2023. 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.
CHINA NONFERROUS GOLD LIMITED
Report of the Independent Auditor
41
15 Westferry Circus
Canary Wharf
London E14 4HD
David Thompson (Engagement Partner)
For and on behalf of PKF Littlejohn LLP
Registered Auditor
30 June 2023
CHINA NONFERROUS GOLD LIMITED
Consolidation Statement of Comprehensive Income
42
2022
2021
US$000
US$000
Revenue
3
68,525
71,992
Cost of sales
(40,085)
(37,256)
Gross Profit
28,440
34,736
Impairment of Property, plant and equipment
13
(265,953)
-
Administrative expenses
6
(25,109)
(19,879)
Gain/(Loss) on foreign exchange
1,075
(1,855)
Other operating expenses
7
(213)
(2,416)
Operating (Loss)/Profit
(261,760)
10,585
Finance income
9
2
6
Finance costs
9
(15,242)
(10,826)
Loss before Income Tax
(277,000)
(235)
Income tax
8
(10,043)
(6,012)
Loss for the year attributable to owners of the parent
(287,043)
(6,247)
Total comprehensive income attributable to owners of
the parent for the year
(287,043)
(6,247)
Basic and Diluted Earnings per share attributable to
owners of the parent (expressed in cents per share)
10
(750.65)
(1.63)
All of the activities of the Group are classed as continuing.
The accounting policies and notes on pages 48 to 111 form part of these Financial Statements.
CHINA NONFERROUS GOLD LIMITED
Consolidation statement of Financial Position
43
Note
As at
31 December 2022
US$000
As at
31 December 2021
US$000
Non-Current Assets
Property, plant and equipment
13
65,074
364,337
Total Non-Current Assets
65,074
364,337
Current Assets
Inventories
16
16,709
17,334
Trade and other receivables
17
2,514
4,202
Cash and cash equivalents
4,544
7,472
Total Current Assets
23,767
29,008
Non-Current Liabilities
Other payables
19
(1,235)
-
Borrowings
18
-
(65,000)
Provisions for other liabilities and charges
20
(2,658)
(1,084)
Total Non-Current Liabilities
(3,893)
(66,084)
Current Liabilities
Borrowings
18
(379,368)
(303,953)
Trade and other payables
19
(19,011)
(49,696)
Total Current Liabilities
(398,379)
(353,649)
Net Current Liabilities
(374,612)
(324,841)
Net Liabilities
(313,431)
(26,388)
CHINA NONFERROUS GOLD LIMITED
Consolidation statement of Financial Position
44
Equity attributable to the owners of the parent
Share capital
22
38
38
Share premium
65,901
65,901
Other reserve
10,175
10,175
Retained earnings
(389,545)
(102,502)
Total Equity
(313,431)
(26,388)
These Financial Statements were approved and authorised for issue by the Directors on 30 June 2023 and are
signed on their behalf by:
Mr Zhishuo Feng
Managing Director
The accounting policies and notes on pages 48 to 111 form part of these Financial Statements.
CHINA NONFERROUS GOLD LIMITED
Consolidated Statement of Changes in Equity
Year ended 31 December 2022
45
Description and purpose of reserves:
a)
Share capital: share capital consists of amounts subscribed for share capital at nominal value.
b)
Share premium: share premium consists of amounts subscribed for share capital in excess of nominal
value.
c)
Other reserve: other reserve comprises the capital re-organisation reserve under the scheme of
arrangement.
d)
Retained earnings: cumulative net gains and losses recognised in the consolidated statement of
comprehensive
income. Also included in this figure is the share options and warrants reserve established in 2013 as
part of the
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 2021
38
65,901
10,175
(96,255)
(20,141)
Loss for the year
-
-
-
(6,247)
(6,247)
Total comprehensive income for the
year
-
-
-
(6,247)
(6,247)
Total transactions with owners of the
parent, recognised directly in equity
-
-
-
-
-
Balance at 31 December 2021
38
65,901
10,175
(102,502)
(26,388)
Balance at 1 January 2022
38
65,901
10,175
(102,502)
(26,388)
Loss for the year
-
-
-
(287,043)
(287,043)
Total comprehensive income for the
year
-
-
-
(287,043)
(287,043)
Total transactions with owners of the
parent, recognised directly in equity
-
-
-
-
-
Balance at 31 December 2022
38
65,901
10,175
(389,545)
(313,431)
CHINA NONFERROUS GOLD LIMITED
Consolidation statement of Financial Position
46
capital restructuring program. This reserve holds a $Nil balance and has been recycled in full through
retained
earnings as all options and warrants have expired (see Note 23).
The accounting policies and notes on pages 48 to 111 form part of these Financial Statements.
CHINA NONFERROUS GOLD LIMITED
Consolidated Statement of Cash Flows
Year ended 31 December 2022
47
The accounting policies and notes on pages 48 to 111 form part of these Financial Statements.
31 December
31 December
2022
2021
US$000
US$000
Cash flows from Operating Activities (Note 24)
8,865
13,904
Net cash generated from Operating Activities
8,865
13,904
Cash flows from Investing Activities
Purchase of property, plant and equipment
(7,625)
(994)
Interest received
2
6
Net cash used in Investing Activities
(7,623)
(988)
Cash flows from Financing Activities
Proceeds from borrowings (net of capitalised issue costs)
54,550
99,550
Repayment of borrowings
(55,550)
(128,806)
Interest paid
(3,170)
(3,384)
Net cash generated from Financing Activities
(4,170)
(32,640)
Net decrease in Cash and cash equivalents
(2,928)
(19,724)
Cash and cash equivalents at beginning of the year
7,472
27,196
Cash and cash equivalents at end of the year
4,544
7,472
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements
48
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 (IFRIC) as adopted by the European Union. The consolidated 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 judgment 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 in Note 2.
The functional and presentational currency of the Group is US dollars and accordingly the
amounts in the Financial Statements are denominated in that currency.
General Information
China Nonferrous Gold Limited was incorporated in the Cayman Islands on 24 April 2013 in
order to effect group re-organisation 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.
Changes in Accounting Policies and Disclosures
The principal accounting policies applied in the preparation of financial statements are set out
below (‘Accounting Policies’ or ‘Policies’). These Policies have been consistently applied to all
the periods presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements of China Nonferrous Gold Limited have been prepared in
accordance with International Financial Reporting Standards (‘IFRS’) and IFRS Interpretations
Committee (‘IFRS IC’) as adopted by the European Union (‘EU’). The consolidated financial
statements have been prepared under the historical cost convention.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
49
The financial statements are presented in United States dollar (currency symbol: USD or US$),
rounded to the nearest thousand, which is the Group’s functional and presentational currency.
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
financial statements are disclosed.
(a) New and amended standards, and interpretations issued and effective for the financial
year beginning 1 January 2022
The following new standards, amendments and interpretations are effective for the first time in
these financial statements. However, none has had a material impact on the financial
statements:
Standard
Effective date
Amendments to IFRS 3: Business Combinations – Reference
to the Conceptual Framework;
1 January 2022
Amendment to IAS 16: Property, Plant and Equipment
1 January 2022
Amendments to IAS 37: Provisions, Contingent Liabilities and
Contingent Assets
1 January 2022
Annual Improvements to IFRS Standards 2018-2020 Cycle
1 January 2022
(b) New standards, amendments and interpretations in issued but not yet effective
At the date of approval of these financial statements, the following
standards and interpretations which have not been applied in these
financial statements were in issue but not yet effective.
Standard
Effective date
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities asCurrent or Non-current
1 January 2023
Amendments to IAS 8: Accounting Policies, Changes in Accounting
Estimates and Errors
– Definition of Accounting Estimates;
1 January 2023
Deferred Tax relating to Assets and Liabilities arising from a Single
Transaction
1 January 2023
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
50
The Directors do not expect that the adoption of these standards will have a material impact on
the financial statements of the Group or Company in future periods.
Basis of Consolidation
The consolidated Financial Statements comprise the financial statements of the Group as at 31
December 2022. Subsidiaries are all entities over which the Group has control which is where
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 intra-group assets
and liabilities, equity, income, expenses and cash flows are eliminated on consolidation. Where
necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s
accounting policies.
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
Classification
The Group classifies its financial assets into only one category, being those to be measured at
amortised cost.
The classification is dependent on the Group’s business model for managing the financial
assets and the contractual terms of the cash flows.
Recognition
Purchases and sales of financial assets are recognised on trade date (that is, the date on which
the Group commits to purchase or sell the asset). Financial assets are de-recognised when the
rights to receive cash flows from the financial assets have expired or have been transferred and
the Group has transferred substantially all the risks and rewards of ownership.
(Amendments to IAS 12);
Amendment to IFRS 16 Leases: Lease Liability in a sale & leaseback.
1 January 2023
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
51
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus transaction costs
that are directly attributable to the acquisition of the financial asset.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows, where those cash
flows represent solely payments of principal and interest, are measured at amortised cost.
Interest income from these financial assets is included in finance income using the effective
interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or
loss and presented in other gains/(losses) together with foreign exchange gains and losses.
Impairment losses are presented as a separate line item in the statement of profit or loss.
Impairment
The Group assesses, on a forward-looking basis, the expected credit losses associated with its
debt instruments carried at amortised cost. The impairment methodology applied depends on
whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.
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 the legal rights to said
assets have been obtained. When a decision is taken that a mining property becomes viable for
commercial production, all further pre-production expenditure is capitalized. 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
source.
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.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
52
All expenditure on the construction, installation or completion of infrastructure facilities is
capitalised as construction in progress within “Mines under construction”. Mines under
construction are stated at cost. The initial cost comprises transferred exploration and evaluation
assets, construction costs, infrastructure facilities, 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.
Once the mine is fully operational and normal production levels commence, all assets included
in “Mines under construction” are transferred into “Property, Plant and Equipment” or “Producing
mines”. It is at this point that depreciation/amortisation commences over its useful economic life.
In 2019, the mine entered full production and therefore depletion/depreciation/amortisation
commenced and ‘Mines under construction’ balances were transferred into Property, Plant and
Equipment.
Impairment of non-financial assets
In accordance with its accounting policies and processes, each asset or cash generating unit
(CGU) is evaluated annually at 31 December, to determine whether there are any indications of
impairment. If any such indications of impairment exist, a formal estimate of the recoverable
amount is performed.
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 of disposal (FVLCD) 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.
The assessment is carried out by allocating assets including exploration and evaluation and
producing mines 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, the associated expenditure will be written off to profit or loss. Exploration and
evaluation assets are also impaired when the Group’s right to explore in an area has expired.
The determination of FVLCD for each CGU are considered to be Level 3 fair value
measurements, as they are derived from valuation techniques that include inputs that are not
based on observable market data. The Group considers the inputs and the valuation approach
to be consistent with the approach taken by market participants.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
53
Property, plant and equipment
(i)
Initial recognition
Upon completion of the mine construction phase, the assets held within ‘Mines under
construction’ are transferred into ‘Property, plant and equipment’ as ‘Producing Mines’. Items of
property, plant and equipment and producing mines are stated at cost, less accumulated
depreciation and accumulated impairment losses.
The initial cost of an asset comprises its purchase price or construction cost, any costs directly
attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation,
and, for qualifying assets (where relevant), borrowing costs. The purchase price or construction
cost is the aggregate amount paid and the fair value of any other consideration given to acquire
the asset.
Producing mines also consist of the value attributable to mineral reserves and the portion of
mineral resources considered to be probable of economic extraction at the time of an acquisition.
When a mine construction project moves into the production phase, the capitalisation of certain
mine construction costs ceases, and costs are either regarded as part of the cost of inventory or
expensed, except for costs which qualify for capitalisation relating to mining asset additions,
improvements or new developments, underground mine development or mineable reserve
development.
(ii)
Depreciation/amortisation
Accumulated mine development costs or ‘Producing mines’ are depreciated/amortised on a unit
of production (UOP) basis over the economically recoverable reserves of the mine concerned.
The unit of account for run-of-mine (ROM) costs is tonnes of ore, whereas the unit of account
for post-ROM costs is recoverable ounces of gold. Rights and concessions are depleted on the
UOP basis over the economically recoverable reserves of the relevant area. The UOP rate
calculation for the depreciation/amortisation of mine development costs takes into account
expenditures incurred to date, together with sanctioned future development expenditure.
Economically recoverable reserves include proven and probable reserves.
The estimated fair value attributable to the mineral reserves and the portion of mineral
resources considered to be probable of economic extraction at the time of the acquisition is
amortised on a UOP basis, whereby the denominator is the proven and probable reserves.
Depreciation on other 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:
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
54
Plant and Machinery
–
8-10 years
Motor Vehicles
–
5-10 years
Office Furniture and Equipment
–
3-5 years
Depreciation on assets used in exploration and evaluation activities and mines under
construction is capitalised within non-current assets.
Assets under construction relate to ongoing construction work at the mine site which does not
form part of the mine asset, for example office and accommodation buildings. Such assets are
not depreciated until they are ready for use, at which time they are transferred into plant and
equipment and depreciation commences.
An item of property, plant and equipment and any significant part initially recognised is
derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net disposal proceeds and
the carrying amount of the asset) is included in statement of profit or loss and other
comprehensive income when the asset is derecognised.
The asset’s residual values, useful lives and methods of depreciation/amortisation are reviewed
at each reporting period and adjusted prospectively, if appropriate.
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 after which they are expensed. 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.
Inventories
Inventories, comprising materials, spares, mining and processing equipment, explosives, diesel
fuel and supplies, are valued at cost, after making due allowance for obsolete and slow moving
items. Cost is determined using the weighted average cost method.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
55
Inventories comprising gold are valued at the lower of weighted average cost and net realisable
value. Cost includes direct materials, direct labour costs and production overheads, including
depreciation and depletion of relevant property, plant and equipment.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
56
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’), being US Dollar. The Group Financial Statements are presented in US Dollars,
which is the Group’s functional and presentation currency.
In preparing the financial statements of the individual companies, transactions in currencies
other than the entity’s functional currency (foreign currencies) are initially recorded in the
functional currency at the exchange rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at
the Statement of Financial Position date. Exchange differences arising on the settlement of
monetary items, and on the translation of monetary items at the Statement of Financial Position
date, are included in the Statement of Comprehensive Income for the period.
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 due to
the uncertainty as to the timing of profit.
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
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
57
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.
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 recognized in the statement of comprehensive income as
part of finance costs.
The Group does not recognise a 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.
Going Concern
The Company’s business activities, together with the factors likely to affect its future
development, performance and position are set out in the CEO’s Statement on pages 5 to 8.
Note 1 to the financial statements includes the Company’s objectives, policies and processes
for managing its capital; its financial risk management objectives; and its exposures to credit risk
and liquidity risk.
The Group financial statements are prepared on a going concern basis and the Group’s current
and forecast cash position and working capital shows that for the period up to 31 December
2025 the Group will have sufficient funds on hand to realise its assets and meet its obligations
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
58
as they fall due, excluding loan financing costs and repayment of loans, for a minimum of 12
months following the date of approval of these financial statements.
In making their assessment, the Directors also have considered the level of production and
operations at the mine site, in conjunction with the updated resource and reserve estimates as
per the revised Independent Technical Report produced by SRK Consulting (see Note 2), and
how the Group will be able to use the cash inflows from these operations to support its working
capital position and repay loans when they fall due. As all shareholder loan extensions are
provided on a one-year basis, the company applies to its ultimate controlling party, CNMC, each
year in advance of the loan repayment date falling due, following the application process that
has been in place for a number of years. As at the current date, following post year end
refinancing of the two external bank loans with Bank of Shanghai and China CITIC Bank (See
Note 28), the company has the following loans payable.
Lender
Amount (principal)
at the date of this
report
Amount (interest
accrued) at the date
of this report
Total
Repayment date
CNMC Trade Company
Ltd
123,600,000.00
39,707,401.87
282,357,401.87
20/12/2022
CNMC Trade Company
Ltd
20,000,000.00
26/11/2022
CNMC Trade Company
Ltd
14,550,000.00
31/12/2022
CNMC Trade Company
Ltd
19,500,000.00
19/04/2023
CNMC Trade Company
Ltd
65,000,000.00
06/09/2023
CNMICC
60,744,168.83
21,260,359.47
82,004,528.30
08/12/2022
CNMIM
12,683,598.78
10,075,085.73
22,758,684.51
31/05/2022
Total shareholder
loans repayable in year
to 30 June 2024
316,077,767.61
71,042,847.07
387,120,614.67
The Company is currently in the process of finalizing extension agreements for all of the above
loans – the agreements are as yet unsigned by both parties and remain subject to regulatory
approval processes pursuant to Rule 13 of the AIM Rules for Companies, as detailed in the
CEO’s report. Other than the $19.5 million of CNMC loans, that will expire on 19 April 2024, and
$12,683,599 of CNMIM loan, that will expire on 31 May 2024, other loans are all to be due
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
59
within 12 months from 31 December 2022 as per the draft loan renewal agreements. In previous
financial years, the Company’s ultimate controlling party, CNMC, has provided a letter of
financial support to the company confirming its intentions to continue to support the company as
and when required. In the current year, this letter of support could not be obtained. In relation to
the provision of financial support, it is difficult for the ultimate controlling party, and related
entities, to continue issuing a support letter in advance of the loan repayment date.
So far, the Company has not received any information in written form or otherwise to indicate
changes to the intentions of the Company's ultimate major shareholder, CNMC Group, which is
currently the Company's key creditor. The Company's management has continued to maintain
open communication with its ultimate major shareholder.
CNMC has historically renewed the shareholder loans on an annual basis with no issues, and
the Directors are not aware of any reason why these renewals would not continue to be
forthcoming upon application by the company. Most recently, in June 2023, CNMC issued a
new shareholder loan of $65m to enable the Company to repay its outstanding loan to Bank of
Shanghai.
In terms of security against the loans, the following is in place per the loan agreements:
-
CNG has pledged 100% of its equity interest in Kryso Resources (BVI) Limited, which
owns 100% of the Pakrut Gold Project, as security for repayment of the $120m CNMC
Trade loan disclosed in the above table; and
-
CNG has pledged 100% of its equity interest in Pakrut LLC to major shareholder,
CNMIM, in respect of the $12.7m CNMIM loan disclosed in the above table.
Other than the above, the remaining loans are unsecured and there is not any legal action or
contractual recourse that can be taken against the company in the event of default or late
repayment of these loans. Management do not have reason to believe that any action will be
taken in respect of the securities noted above based on communications with these parties and
historic evidence of financial support as noted above. Other than the two external bank loans
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
60
which were refinanced through shareholder loans post year end, the remaining shareholder
loans are past due at the year end. The lenders, CNMIM and CNMC, have agreed to extend the
loans by 1 year from the repayment dates shown in the table above in all cases other than the
$65m short term loan due to CNMC, as this is not yet due for repayment and therefore the
application will be made at that time. The extension agreements are due to be signed soon,
subject to regulatory approvals and processes. The expectation is that the CNMIM Loan will be
extended to 31 May 2024. Meanwhile the Company will continue to hold open communication
with these parties, as well as external lenders, in seeking further refinancing options ahead of
these renewal dates falling due. There is no expectation that this will not be possible. However,
as at the date of this report there are no binding agreements in place and there is no guarantee
that the facilities will be renewed, and therefore a material uncertainty exists with regard to
going concern.
The Directors have also considered the Group’s daily working capital requirements in order to
continue its operations and remain in business. This assessment includes a detailed cash flow
forecast for the financial years 2023-2025, based on the following key assumptions:
- Gold price of US$/oz 1,750 in 2023, falling to US$/oz 1,430 after 2025
- Life of mine is 6.3 years, with production expected to cease in 2029
- Gold recovery rate of 81.9% from processing and metallurgy
- The latest resource evaluation data of SRK based on on-site surveys and current
metallurgical recovery rates (as per updated Technical Report)
From this assessment, it can be concluded that the current level of working capital, as well as
the cash inflows over the next 12 months to 30 June 2024 from the activities at the mine site,
will be sufficient to meet these working capital requirements and any committed and contractual
expenditure over this period, excluding loan financing costs and repayment of loans as
discussed above. The daily operating conditions and the basic conditions of cash flows of the
Pakrut Gold mine have not undergone any fundamental change at the end of 2022 compared
with previous years. After making due enquiries the Directors have a reasonable expectation
that the Company and Group have access to adequate resources to continue in operational
existence for the foreseeable future which is considered to be at least 12 months from the date
of the signing of these financial statements. Based on the facts above, a material uncertainty
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
61
exists in relation to obtaining formal loan refinancing both now and in the future, and the auditor
has made reference to this in their audit opinion. The Group continues to adopt the going
concern basis in preparing the annual report and financial statements.
As there are currently no binding agreements in place regarding the provision of ongoing future
financial support, there is no guarantee that such support will be maintained until the Company
makes an application to extend at the renewal date and it is approved. This indicates the
existence of a material uncertainty which may cast significant doubt over the Company’s ability
to continue as a going concern and, therefore, it may be unable to realise its assets and
discharge its liabilities in the normal course of business. The financial statements do not include
the adjustments that would result if the Company were unable to continue as a going concern.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
62
Segmental Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to
the chief operating decision makers. The chief operating decision maker (“CODM”), who is
responsible for allocating resources and assessing performance of the operating segments, has
been identified as the executive board of Directors.
Revenue
IFRS 15 establishes a comprehensive framework for determining whether, how much and when
revenue is recognised. It establishes a five-step model to accounts for revenue arising from
contracts with customers. These steps are as follows: identification of the customer contract;
identification of the contract performance obligations; determination of the transaction price;
allocation of the transaction price to the performance obligations; and revenue recognition as
performance obligations are satisfied.
Under IFRS 15, revenue is recognised when performance obligations are met. This is
considered to be the point of delivery of goods to the customer. Revenue is measured at the fair
value of consideration received or receivable from sales of gold to an end user (based on the
opening market price in London – http://www.lbma.org.uk/precious-metal-prices), net of buyer’s
discount, treatment charges, freight costs and value added tax.
Other expense
Other expenses relate to public welfare donations.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
63
1.
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.
Market Risk
a)
Cash Flow and Interest Rate Risk
The continued operation of the Group is dependent on the ability to raise sufficient working
capital until the mine produces sufficient quantities of gold to be self-sufficient. The Group
currently finances itself through the issue of equity share capital and the secured loan
facilities from CNMIM and CNMC. 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 exposure to interest
rate fluctuations on cash balances is restricted to the rate earned on these short-term
deposits. The potential impact of such fluctuations is not considered material to the
financial statements.
The Group’ s interest rate risk arises from long-term borrowings. The Group has both
variable and fixed rate borrowings. Borrowings issued at variable rates expose the Group
to cash flow interest rate risk which is partially offset by cash invested at variable rates.
The annual fixed interest rate for the CNMIM loan is 9% for all USD and RMB
denominated tranches. All payments of principal and interest in respect of the RMB
denominated tranche are repayable at a fixed RMB: USD exchange rate. The interest rate
on the BOS loan of US$65 million is 1.50% per annum over the quarterly LIBOR rate and
the loan is repayable in US$. The interest rate on the CITIC loan of US$20 million is
3.00% per annum over the 6 month LIBOR rate and the loan is repayable in US$. The
interest rate on the CNMC loan of US$206.24million is 3.25% per annum over the
quarterly LIBOR rate, and of US$14.55million is 3%.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
64
1.
Financial Risk Management (continued)
At 31 December 2022, the potential impact of fluctuations in interest rates is considered
material to the financial statements.
b)
Foreign Currency Risk
The Group operates internationally and is exposed to foreign exchange risk arising from
currency exposures. Currency risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in foreign exchange rates. The
Group has cash assets denominated in UK Sterling, United States Dollars, Tajik Somoni
and PRC Renminbi and incurs liabilities for its working capital expenditure in all of these
denominations. Payments are made in all of these denominations at the pre-agreed price
and converted (if necessary) as soon as payment needs to occur. Currency conversions
and provisions for expenditure are only made as soon as debts are due and payable. The
Group is therefore exposed to currency risk in so far as its liabilities are incurred in UK
Sterling, PRC Renminbi and Tajik Somoni, and fluctuations occur due to changes in the
exchange rates against the functional and presentational currency of US Dollar. The table
below details the split of the cash held as at 31 December 2022 between the various
currencies.
Due to the different nature of assets and liabilities, changes in asset value caused by
exchange rate changes have different ways of affecting a Company's free cash flow.
Therefore, it must be considered separately when evaluating the value of an enterprise.
The first is the monetary items in the corporate balance sheet. Typical monetary items
include monetary funds, loans, accounts receivable and accounts payable. When the
exchange rate changes, the above-mentioned assets or liabilities of the enterprise
accounted in foreign currencies will increase or depreciate accordingly. For example, in
the
context
of
the
depreciation
of
the
Renminbi,
the
foreign
currency
deposits
(Somoni/USD) held by enterprises will appreciate, which in itself has a substantial impact
on the present value of cash. The foreign currency-settled bonds or other debts issued by
companies can be repaid at a lower RMB cost, which can save companies more funds
that can be used for free distribution, thereby promoting the enhancement of corporate
value.
Somoni
GBP Sterling
US Dollar
Renminbi
Total US$000
1,763
5
2,363
413
4,544
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
65
1.
Financial Risk Management (continued)
During 2022, the Group’s principal revenue, costs, assets and liabilities, including
intercompany loans were denominated in USD. The Group manages foreign currency risk
by matching receipts and payments and monitoring movements in exchange rates. The
Group does not currently hedge its exposure to foreign currencies and recognises the
profits and losses resulting from currency fluctuations as and when they arise. At the year
end the Group did not have material exposure to foreign exchange risk relating to its non-
US$ denominated bank deposits and as such this not disclosed. The year-end exchange
rates used in the preparation of the financial statements for 2022 and 2021 were as
follows:
Liquidity Risk and Credit 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, CNMC, CITIC and Bank of Shanghai. Management monitors its
cash and future funding requirements through the use of cash flow forecasts. The Group
enters into capital commitments to fund operations, and any surplus cash not immediately
required for working capital purposes is held on short term deposit.
Somoni to USD
GBP to USD
Renminbi to USD
31 December 2022
10.2024
1.2053
6.9646
31 December 2021
11.3000
1.3499
6.3757
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
66
1.
Financial Risk Management (continued)
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 2022
Interest-bearing
borrowings
379,368
-
-
-
379,368
379,368
Trade and other
payables
19,011
-
1,235
-
20,246
20,246
Provisions for other
liabilities
-
-
-
5,180
5,180
5,180
398,379
-
1,235
5,180
404,794
404,794
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
67
1.
Financial Risk Management (continued)
Year ended
31 December 2021
Interest-bearing
borrowings
303,953
65,000
-
-
368,953
368,953
Trade and other
payables
49,696
-
-
-
49,696
49,696
Provisions for other
liabilities
-
-
-
4,988
4,988
4,988
353,649
65,000
-
4,988
423,637
423,637
The Group holds bank accounts with banks in the UK, PRC and Tajikistan with the
following credit ratings:
Credit rating
2022
US$000
2021
US$000
A
1,964
3,229
No independent credit rating available
2,580
4,243
4,544
7,472
If a bank has no credit rating, the Group assesses the credit quality through local
knowledge and past experience in the particular jurisdiction.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
68
1.
Financial Risk Management (continued)
Capital Risk Management
The Group consider equity to be their capital. The Group’s objective when managing their
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. The Group holds debt in the form of both shareholder
and external loans and defines capital based on the total equity of the Company. Except
for the secured loan facilities from CNMIM, CNMC, 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.
2.
Critical Accounting Estimates, Assumptions and Judgments
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
judgments are required. The most significant judgment for the Group is the assumption
that exploration and development at its sites will ultimately lead to a commercial mining
operation. Failure to do so could lead to further impairment of the mine.
Estimated impairment of Property, Plant and Equipment including Producing Mines
(Note 13)
The Group tests annually whether exploration, evaluation and licensing assets and
producing mines 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, gold
recovery rates, discount rates, operating costs and therefore expected margins, 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
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
69
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.
Whilst gold production at Pakrut initially commenced in the second half of 2015, the ramp-
up of mining and processing was achieved from late 2018 onwards, with production
capacity of 2,000 tonnes per day reached in early 2020. The group has reported an
operating profit from mining activities since 2020.
The value in use calculations up to the year ended 31 December 2021 were based on the
following key assumptions:
-
SRK’s previous technical report in 2014, together with the feasibility study
undertaken by Beijing General Research Institute of Mining and Metallurgy
(“BGRIMM”) in 2015;
-
Total expected JORC compliant resources of 4,383,000 ounces, of which 904,000
ounces was covered by the mining license issued in November 2011. The higher
JORC resource figure at Pakrut, including the Eastern Pakrut ore zone, but
excluding the Rufigar and Sulfidnoye ore zones, includes the results of all
exploration and evaluation activities to 2013 and therefore to a date subsequent to
the mining license application and award. The exploration license expired on 1
April 2014;
-
The intention was to seek approval from the Tajik authorities of the enlarged
JORC resource, and ultimately seek an extension to the mining license which
expires on 2 November 2030.
Based on the above assumptions, the value in use exceeded the carrying value of the
Producing Mine Asset, and no impairment was recognised in the financial statements as at
31 December 2021.
Key assumptions in the Updated Technical Report prepared by SRK Consulting as
at 31 December 2022
SRK was engaged to complete an updated Mineral Resources and Ore Reserves estimate,
as well as a technical review of production operations of the Pakrut Project as at 31
December 2022, taking into consideration the “reasonable prospect of eventual economic
extraction”.
A comparison of the SRK results as at 2022 compared to 2013 at the resources and
reserves level highlights the key differences in the results between the two dates. Only the
Pakrut and Eastern Pakrut ore zones are included in the tables below. The revised ore
reserve estimates reported by SRK as at 31 December 2022 reflect actual production data
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
70
collated since 2018 and the change in strategy to continue with the existing capacity of
2,000 tpd rather than ramp up capacity to 4,000 tpd.
Resources – Pakrut @ 1g/t cut-off:
2013
Category
Mt
Au (g/t)
Au (koz)
Au (kg)
Measured
18.06
3.23
1,874
58,280
Indicated
7.91
2.39
608
18,915
M&I
25.97
5.62
2,482
77,195
Inferred
24.96
1.98
1,586
49,322
2022
Category
Mt
Au (g/t)
Au (koz)
Au (kg)
Measured
2.08
2.02
135
4,193
Indicated
4.64
2.07
308
9,590
M&I
6.71
4.09
443
13,873
Inferred
7.82
2.21
556
17,289
Reserves – Pakrut @ 1.5&1.6g/t cut-off (Zone 1):
2013
Category
Mt
Au (g/t)
Au (koz)
Au (kg)
Proved
11.81
3.60
1,370
42,623
Probable
2.16
2.80
196
6,106
Total
13.97
6.40
1,567
48,729
2022
Category
Mt
Au (g/t)
Au (koz)
Au (kg)
Proved
1.33
2.01
86
2,676
Probable
2.91
1.87
175
5,443
Total
4.24
3.88
261
8,119
The above tables show significant differences in resources and reserves between the two
reports, the key reasons being:
the new Mineral Resource Estimate, is exclusive of all mined-out materials since
the Company commenced operations in 2015, whereas at the time of the previous
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
71
resource estimated the materials were in-situ without depletion (mining at site had
not commenced). 172,200 oz of gold have been extracted to date.
a total of five gold mineralization zones (“GMZs”) are delineated at Pakrut. Namely
GMZ 1, 3, 5, 6 and 7. The Measured and Indicated Mineral Resources are situated
in GMZ 1 and GMZ 3. Previous resource estimates have included GMZ 3 (Eastern
Pakrut), but operating practices indicate that the gold grade in this GMZ 3 is less
than 1.5g/t and therefore not currently economic. Accordingly, this Mineral
Resource Estimate only incorporates GMZ 1 (Pakrut) and LLC Pakrut intends to
exploit just GMZ 1 in the future.
the Cut-off grade of gold has increased from 0.5 g/t used in previous Mineral
Resource Estimates to 1.0 g/t for this Mineral Resource Statement, reducing the
amount of material that is included in the Mineral Resource Estimate because
operational performance shows that mining dilution is higher than previously
estimated.
A considerable amount of data from new boreholes and channels has been added
to the database originally used in previous Mineral Resource Estimates, following
actual operational and further exploration activities, which has increased the
awareness and knowledge of the geometry of the Pakrut Deposit.
The Pakrut gold mineralisation is associated with structural alteration and is of vein
type deposit, which can make the geological interpretation of the ore body more
complicated when compared to other deposit types. This can be particularly
challenging for the resource estimation at the exploration stage (the previous
Mineral Resource Estimates were prepared at an exploration stage). However, the
use of underground drilling and channeling activities during the construction and
production
stage
has
enabled
a
more
comprehensive
understanding
and
interpretation of local geology of the deposit.
The revised value in use (discounted cash flow) as at 31 December 2022 of $62.4millon
was calculated by SRK using the data per the above tables and the following assumptions,
and the Board, in considering the impairment to the mine asset, have also carefully
considered and are in agreement with these assumptions:
- 10% discount rate (the discount rate is selected by SRK according to industry experience
and benchmarking)
- Gold price of US$/oz 1,750 in 2023, falling to US$/oz 1,430 after 2025 (SRK uses the
CMF--China Macroeconomy forum prediction method to search for the highest, lowest, and
middle prices in the economic database from 2023 to 2036)
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
72
- Life of mine is 6.3 years, with production expected to cease in 2029 (SRK has obtained
the latest resource evaluation data based on on-site surveys and current metallurgical
recovery rates; 2023-2027:700,000t/year 2028:526,572.60t/y 2029:210,588.97t/y)
- Gold recovery rate of 81.9% from processing and metallurgy
Sensitivity analysis was conducted based on the base scenario against the changes of
capital expenditure (“CAPEX”), operating expenditure (“OPEX”), and production income.
The analysis shows that changes in metal prices have the most significant effect on the
NPV. A 0.5% change in the gold price used in the base case model would result in a
change in the NPV of approximately $900k. A 1% change in the discount rate used would
result in an increase / decrease of $1.6m / $1.5m respectively.
Production volumes are dependent on a number of variables, such as: the recoverable
quantities; the production profile; the cost of the development of the infrastructure
necessary to extract the reserves; the production costs; the contractual duration of mining
rights; and the selling price of the commodities extracted. Estimated remaining life of mine
for the project based on current Ore Reserve estimates is now 6.3 years, producing on
average 43,000 ounces from 700,000 tonnes of ores per annum until 2029.
All the ore mined is assumed to be fed to the processing plant. The Operating expenses
forecasts which were estimated based on last three years (2020 - 2022) actual Operating
expenses. Depreciation and amortization have been excluded in the operating cost
estimates. Royalty tax is approximately 6% of sale revenues. The corporate income tax is
the maximum of 18% of taxable revenues and 1% of sales revenues. Other taxes are
minor.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
73
2.
Critical Accounting Estimates, Assumptions and Judgments (continued)
As there is no significant expansion for the Pakrut project planned, the additional capital
expenditure relates only to mine closure costs estimated by SRK to be approximately USD
5,180,000 (2.5% of total Operating expenses) – these amounts are excluded from the NPV
calculated by SRK and have therefore been added to the carrying value of mine assets at
present value of $2.7m. These costs are not expected to be incurred before financial year
2029, which is the revised end of mine life per the revised technical report. There is a need
to consider also any potential residual value of assets including plants and smelters which
may be realized at the time of mine closure through sale of these assets – in order to be
prudent, however, management have not reduced the estimated closure costs by any
potential value in these assets as this is uncertain at the current time. The net present value
("NPV") calculated by SRK based upon the above is US$62.4m, which gives rise to an
impairment charge in the 2022 financial statements of approximately US$266m.
Based on the latest SRK evaluation report and net present value calculation, management
have considered it appropriate to record this impairment charge in the 2022 financial
statements in order to fairly present the carrying value of the mine asset. This NPV does
not however include the present value of the revised rehabilitation provision estimates,
totalling $2.7m at the year end, as detailed below.
Rehabilitation provision (Note 20)
An enterprise shall, in accordance with the provisions of IAS 37 Provisions, Contingent
Liabilities and Contingent Assets, calculate and determine the amount of costs expected to
be incurred at the end of the mine life in respect of reclamation and rehabilitation of the
mine site and surrounding areas, in accordance with the provisions of the license
agreement and relevant mining legislation in Tajikistan. It is the Company's understanding
that the reclamation and greening work of tailings ponds and waste disposal sites in mining
enterprises is to be funded by the company during the closure of the mine, and to be
inspected and accepted by government departments.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
74
2.
Critical Accounting Estimates, Assumptions and Judgments (continued)
In the 2022 Technical Report, SRK Consulting estimated a total undiscounted rehabilitation
provision of $5.18 million (2.5% of the operating cost of $207.21 million from 2023 to 2029),
discounted at year end using a 10% discount rate to $2.7 million, as an additional cost to
be incurred relating to the closure of the mine site, including the tailings dam and smelting
facilities. This is a revised estimate compared with the Company’s previous estimates
(2021:undiscounted rehabilitation provision of $4.99 million) and this results from the much
more advanced current stage of operations when compared with the previous technical
report from 2013. Additional knowledge is now available to the company, as well as
additional construction and development work having been carried out since that time
meaning that additional costs will need to be incurred at the time of mine closure, hence the
increase in provision which can be seen in Note 20.
Management believes that this is a reasonable basis for estimating future liabilities and will
conduct regular reviews to consider any significant changes in assumptions. The actual
costs will ultimately depend on the future market price of the necessary rehabilitation and
closure works, changes in future regulatory requirements, and other uncertainties at the
time of ceasing commercial operation.
Approval of Pakrut reserves by Tajik Department of Geology
In November 2011, the Government of the Republic of Tajikistan issued the Pakrut Gold
Project mining license to LLC Pakrut. According to the terms of the license, the amount of
ore that can be mined is variable depending upon the mine plan. The mining license
issued in November 2011 currently entitles the Group to mine JORC compliant resources
(measured, indicated and inferred) of 904,000 ounces out of total JORC compliant
resources of 4,383,000 ounces at Pakrut, excluding the Eastern Pakrut, Rufigar and
Sulfidnoye ore zones. The JORC compliant resources include the results from the Group’s
exploration and evaluation work subsequent to the mining license issue date.
At present, LLC Pakrut does not intend to seek the approval from the Tajik government for
the updated resources and reserves.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
75
2.
Critical Accounting Estimates, Assumptions and Judgments (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
judgments to interpret the data. The estimation of the recoverable amount is based upon
factors such as estimates of commodity prices, future capital expenditure and production
costs along with geological assumptions made in estimating the size and grade of the
resources. Details of the mineral resources and reserve estimates can be found on
www.cnfgold.com.
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 2012), 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 property, plant and equipment and inventories.
SRK was engaged to complete an updated Mineral Resource and Ore Reserve estimate as
of 31 December 2022.
A comparison of the SRK results as at 2022 compared to 2013 at the resources and
reserves level highlights the key differences in the results between the two dates. The
revised ore reserve estimates reported by SRK as at 31 December 2022 reflect actual
production data collated since 2018 and the change in strategy to continue with the existing
capacity of 2,000 tpd rather than ramp up capacity to 4,000 tpd. The significant differences
between the 2013 and 2022 reports are disclosed in the Impairment section above.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
76
2.
Critical Accounting Estimates, Assumptions and Judgments (continued)
Estimated economically recoverable reserves are used in determining the depreciation
and/or amortisation of mine-specific assets. This results in a depreciation/amortisation
charge proportional to the depletion of the anticipated remaining life-of-mine production.
The life of each item, which is assessed at least annually, has regard to both its physical
life limitations and present assessments of economically recoverable reserves of the mine
property at which the asset is located. These calculations require the use of estimates and
assumptions, including the amount of recoverable reserves and estimates of future capital
expenditure. The calculation of the UOP rate of depreciation/amortisation could be
impacted to the extent that actual production in the future is different from current forecast
production based on economically recoverable reserves, or if future capital expenditure
estimates change. Changes to economically recoverable reserves could arise due to
changes in the factors or assumptions used in estimating reserves, including:
The effect on economically recoverable reserves of differences between actual
commodity prices and commodity price assumptions;
Unforeseen operational issues.
Depreciation/Amortisation (Note 13)
As the mine entered full production during the period, 2019 was the first period for which
depreciation / amortisation was charged in respect of the producing mine assets. As
mentioned in the judgement above judgement is required in the calculation of this amount
with the key estimates considered to be surrounding the amount of economically
recoverable resources and the lifespan of the asset. The economically recoverable
reserves are considered to be those detailed out on the website (see above for link) and
the lifespan of the mine is considered to be 6.3 years.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
77
3. 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 three
geographical areas, UK, PRC 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 and PRC segment as these segments are
jointly managed.
2022
UK and PRC
US$000
Tajikistan Pakrut
US$000
Total
US$000
Revenue
-
68,525
68,525
Cost of sales
-
(40,085)
(40,085)
Impairment of producing mine
(265,953)
(265,953)
Administrative expenses
(1,785)
(23,324)
(25,109)
Foreign exchange
1,075
1,075
Other operating expenses
-
(213)
(213)
Operating loss
(1,785)
(259,975)
(261,760)
Finance costs
(15,243)
-
(15,243)
Finance income
2
-
2
Income tax
-
(10,043)
(10,043)
Loss for the year
(17,026)
(270,018)
(287,044)
Total assets
-
88,841
88,841
Total liabilities
-
402,272
402,272
Additions to property, plant and equipment
-
7,625
7,625
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
78
3. Segment Information (continued)
The Group’s mining activities are located in Tajikistan, principally within the Pakrut Gold Project.
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.
All revenue generated in the period was from the government of Tajikistan.
2021
UK and PRC
US$000
Tajikistan Pakrut
US$000
Total
US$000
Revenue
-
71,992
71,992
Cost of sales
-
(37,256)
(37,256)
Administrative expenses (including
foreign exchange)
(9,454)
(12,280)
(21,734)
Other operating expenses
2,117
(4,534)
(2,416)
Operating profit/(loss)
(9,454)
20,039
10,585
Finance costs
(10,825)
-
(10,825)
Finance income
6
-
6
Income tax
-
(6,012)
(6,012)
(Loss)/profit for the year
(20,273)
14,027
(6,247)
Total assets
3,101
390,246
393,347
Total liabilities
383,777
35,957
419,734
Additions
to
property,
plant
and
equipment
-
994
994
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
79
4.
Particulars of Employees
The average number of staff employed by the Group during the financial year amounted to:
2022
No.
2021
No.
Administrative and management
113
116
Operational staff
588
590
701
706
The aggregate costs of the above were:
2022
US$000
2021
US$000
Wages and salaries
5,277
4,575
Basic pension cost
989
1,036
6,266
5,611
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
80
5.
Directors’ Emoluments
The Directors’ emoluments in respect of qualifying services were:
Salary and
fees
Total
2022
US$
US$
Mr Wang Xiaohua
187,082
187,082
Mr Yong Li
22,685
22,685
Mr Lixian Yu
99,787
99,787
Mr Xiuzhi Shi
22,566
22,566
Mr Hui Zhang
224,516
224,516
556,636
556,636
Salary and
fees
Total
2021
US$
US$
Mr Wang Xiaohua*
50,850
50,850
Mr Yong Li
24,905
24,905
Mr Lixian Yu
109,475
109,475
Mr Delin Feng**
124,946
124,946
Mr Xiuzhi Shi
24,971
24,971
Mr Hui Zhang
246,324
246,324
581,471
581,471
*Mr Xiaohua Wang was appointed in November 2021
**Mr Delin Feng resigned in November 2021
Key management comprises Executive and Non-Executive Directors and all emoluments are
short term in nature.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
81
6.
Expenses by nature
2022
2021
US$000
US$000
Employee benefit expenses
7,147
6,758
Operating lease expenses
3
50
Depreciation
2,732
3,023
Legal, professional and regulatory costs
398
515
Travel and entertaining
650
521
Social & other taxes
10,674
6,609
Other expenses
2,505
1,067
Commission/bank fees
1,000
1,336
Total administrative expenses
25,109
19,879
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
82
6.
Expenses by nature (continued)
2022
US$000
2021
US$000
Fees payable to the Company’s auditor for the audit of the consolidated
financial statements
133
119
Fees payable to the Company’s auditor for other services:
-
Tax compliance services
-
-
133
119
7.
Other operating expenses
2022
US$000
2021
US$000
Loss on disposal of fixed assets
-
2,307
Public welfare donation expenditure
213
2,227
Gain on dissolution of subsidiaries
-
(2,118)
213
2,416
Total other expenses in 2022 were US$213,013 (2021: US$2,416,000), which comprises of
Pakrut's local donation expenditure. According to local regulations of the Tajik government,
Chinese enterprises make donations to the local area every year. The main reason for the
significant decrease in donation expenditure in 2022 is that the Tajik government requested to
fulfill the investment agreement last year, resulting in a significant amount of donation
expenditure.
Kryso Resources Limited (UK) and International Mining Supplies & Services Limited were struck
off and dissolved in October 2021. Kryso Resources Limited (BVI) Beijing Representative Office
was dissolved in August 2021. All the assets and liabilities of these three companies have been
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
83
transferred to Kryso Resources Limited (BVI), another subsidiary company within the Group
which resulted in the loss of CNG on dissolution of subsidiaries.
8.
Income Tax
a)
Analysis of Charge in the
Year
2022
2021
US$000
US$000
Current tax:
Current tax
10,043
6,012
Deferred tax
-
-
Total
10,043
6,012
No provision for income taxes arose in the Cayman Islands, the UK, British Virgin Islands. A
current income tax expense arose in Tajikistan during the year as LLC Pakrut sold gold in the
amount of TJS 755,867,248 – equivalent to US$ 68,524,835 (2021: TJS 814,171,620 –
equivalent to US$ 71,991,962). Thereby, the Company paid the amount of advance payments
of income tax according to the Tax Code of the Republic of Tajikistan, being 1.00% of revenue.
The main reasons for the substantial increase in income tax compared with last year are as
follows: The calculation criteria of income tax was amended during 2022 which resulted in
additional income tax payable of $4.03million in respect of income tax.
The company has continued to strengthen the study and research on the tax law of Tajikistan
to reduce tax losses; secondly, strengthen the visit and communication with the tax bureau and
the Tax Committee, maintain good relations, and continue to reduce the prepaid tax.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
84
8.
Income Tax (continued)
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 18% (2021 – 20%).
2022
US$000
2021
US$000
Loss before income tax
(278,085)
(235)
Loss on ordinary activities by weighted average rate of tax at 18% (2021: 20%)
(50,055)
(47)
Expenses not deductible for tax purposes
544
630
Tax losses for which no deferred income tax asset was recognized/(Utilisation
of tax losses)
49,511
(611)
Pakrut income tax
10,043
6,012
Current tax payable
10,043
6,012
The Group did not recognise deferred tax assets of approximately US$Nil (2021:$Nil).
Unused Tajik tax losses amounting to approx Nill at 31 December 2022 can be carried
forward for three years from the year incurred and used against future taxable income at 15%.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
85
9.
Finance Income and Costs
2022
2021
US$000
US$000
Finance Income
Interest income on short term bank deposits
2
6
Finance Costs
Interest expense on shareholder’s loans wholly repayable within
five years
12,340
7,315
Interest expense on bank borrowings wholly repayable within
five years
2,902
3,510
Finance costs
15,242
10,825
10.
Earnings per Share
2022
2021
US$
US$
Basic and diluted earnings per share (cents)
(757.60)
(1.63)
The basic earnings per share is calculated by dividing the loss attributable to equity holders
after tax of US$289,701,494 (2021: US$6,245,000) by the weighted average number of shares
in issue and carrying the right to receive dividend. For the year ended 31 December 2022 this
was 382,392,292 (2021: 382,392,292) shares.
As the Group has incurred a loss for the year, no option or warrant is potentially dilutive, and
hence the basic and diluted earnings per share are the same. At the year end, there were nil
(2021: nil) share options outstanding that are potentially dilutive in the future.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
86
11.
Intangible Assets
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.
The rights of LLC Pakrut to carry out exploration and evaluation activity at the Pakrut deposit
expired on 1 April 2014. The renewal application by the Group to extend the exploration
license is being considered by the Government of Tajikistan. Although the Directors are not
aware of any legal or other impediments which would ultimately prevent approval of the
license extension, the Directors fully impaired the carrying value of the exploration and
evaluation assets during 2014 due to non-renewal of the Exploration License. Exploration and
evaluation activities can continue at the Pakrut Gold Deposit in the area covered by the
mining license. Currently staff members of Pakrut are coordinating with the local government
for exploration licenses.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
87
12.
Mines under Construction
Mining rights comprised of 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 was capitalised within mining rights. Mining
rights also included the subsoil contract signature bonus and payments to obtain land use rights.
Construction in progress comprised the mine, smelting plant, tailings pond, power lines and
road construction work carried out at the Pakrut Gold Project by contractors and directly by the
Group. It also included 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.
Mines under construction are not depreciated until construction is completed and the assets are
available for their intended use and signified by the formal commissioning of the mine for
production. Construction was completed at the end of the 2018 financial year with the mine
being deemed to be fully operational at the start of the 2019 financial year and all accumulated
capitalised costs were transferred into Property, Plant and Equipment at 1 January 2019.
Construction
in
progress
during
the
year
ended
31
December
2022
comprises
the
commencement of construction of an additional tailings facility at the Pakrut mine site.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
88
13.
Property, Plant and Equipment
Land
US$000
Office
furniture
and
equipment
US$000
Motor
vehicle
s
US$000
Plant and
machiner
y
US$000
Producin
g mines
US$000
Assets unde
r constructi
on
US$000
Total
US$000
Cost
At 1 January 2021
32
693
8,698
23,277
378,425
-
411,125
Additions
-
-
190
805
-
-
994
Disposals
-
(90)
(3,465)
(2,639)
-
-
(6,193)
Settlement of amount
of historic liabilities to
contractors
-
-
-
-
4,307
-
4,307
At 31 December
2021
32
602
5,423
21,443
382,732
-
410,233
Additions
-
36
92
1,475
-
6,022
7,625
Transfer from Assets
under Construction
812
(812)
Settlement of amount
of historic liabilities to
contractors
-
-
-
-
(29,904)
-
(29,904)
Impairment
-
-
-
-
(265,953)
-
(265,953)
At 31 December
2022
32
638
5,515
22,918
87,687
5,210
122,000
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
89
13.
Property, Plant and Equipment (continued)
Accumulated
Depreciation
At 1 January
2021
-
354
6,641
14,056
16,873
-
37,924
Charge for the
year
-
-
319
2,521
9,026
-
11,866
Disposals
-
(90)
(2,112)
(1,690)
-
-
(3,892)
At 31 December
2021
-
264
4,847
14,888
25,899
-
45,898
Charge for the
year
-
35
157
2,341
8,496
-
11,028
At 31 December
2022
-
299
5,005
17,228
34,395
-
59,926
Net Book Value
At 31 December
2022
32
339
510
5,690
53,292
5,210
65,074
At 31 December
2021
32
341
575
6,555
356,833
-
364,377
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
90
In 2019 as the mine entered full production, mines under construction were transferred into
Property, Plant & Equipment under the sub-category of Producing mines as presented above,
and depreciation/depletion charged as per the accounting policies.
The carrying value of the PPE, most notably producing mines, and the depreciation/depletion
methodology used, are both considered to be key accounting judgements. Detail of these are
disclosed in Note 2 along with the related key estimate
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
91
14.
Subsidiary Undertakings
The Group had the following subsidiary undertakings as at 31 December 2022:
Name of
Company
Holding
Country of
Incorporatio
n
Proportion
of Voting
Rights
held
Nature of
Business
Registered
addresses
Directly held
Kryso Resources
(BVI) Limited
Ordinary share
s (CNG)
British Virgin
Islands
100%
Holding
Company
190 Elgin Avenue,
Grand Cayman, K
Y1-
9005, Cayman Isla
nds
Indirectly held
LLC Pakrut (BVI
holds 100%
share)
Ordinary
shares (BVI)
Tajikistan
100%
Mineral
exploitation,
development
and mining
Bahor district,
Vahdat, Tajikistan
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
92
15.
Financial Instruments by category
Financial assets at
amortised cost
US$000
31 December 2022
Assets per Statement of Financial Position
Trade and other receivables, excluding prepayments
1,291
Cash and cash equivalents
4,544
Total
5,835
Financial liabilities at
amortised
cost
US$000
31 December 2022
Liabilities per Statement of Financial Position
Borrowings
379,368
Provisions for other liabilities and charges
2,658
Long term liabilities
1,235
Trade and other payables, excluding non-financial liabilities
19,011
Total
402,272
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
93
15.
Financial Instruments by category (continued)
Financial assets at
amortised cost
US$000
31 December 2021
Assets per Statement of Financial Position
Trade and other receivables, excluding prepayments
3,565
Cash and cash equivalents
7,472
Total
11,037
Financial liabilities
at amortised cost
US$000
31 December 2021
Liabilities per Statement of Financial Position
Borrowings
368,953
Provisions for other liabilities and charges
1,084
Trade and other payables, excluding non-financial liabilities
49,696
Total
419,733
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
94
16.
Inventories
2022
2021
US$000
US$000
Construction materials and processing equipment
16,709
17,334
16,709
17,334
Construction materials and processing equipment relates to raw materials and semi-finished products used in
gold production.
17.
Trade and Other Receivables
Group
Group
2022
2021
US$000
US$000
Other receivables
1,291
3,565
Prepayments and deposits
1,223
638
Total
2,514
4,203
None of the receivables are past due. The fair values are equal to the carrying amounts.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
95
18.
Borrowings
2022
2021
US$000
US$000
Bank borrowings
85,000
99,550
Other loans
294,368
269,403
Total
379,368
368,953
Non-current portion
-
65,000
Current portion
379,368
303,953
The fair value of borrowings equals their carrying amounts, as the impact of discounting is not significant.
CNMIM loan
The USD tranche of the loan has been settled in full and US$Nil was outstanding as at 31 December 2022
(2021: US$Nil). The amount outstanding on the RMB tranche of the loan as at 31 December 2022 was
US$12,683,599 (2021: US$12,683,599).
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
96
CNMC loans
The loan agreement between CNMC International Capitals Company Limited and CNG was signed on 20
September 2017. Under this agreement, CNMC International Capitals Company Limited provided a loan
facility of US$6,500,000 to CNG. This loan was used to improve the daily business operations of China
Nonferrous Gold Limited.
The full amount of the loan was drawn down on 20 September 2017. The loan contains annual fixed
interest at 4%, however where the loan is used for a purpose other than that stated in the contract (see
comments above), the proportion of the loan used will incur interest at a fixed rate of 8% per annum.
Payment of interest is made quarterly.
During 2019, the loan was transferred from CNMC International Capitals Company Limited to another
member of the group, CNMC Trade. On 15 July 2020, a loan extension agreement was signed, extending
the repayment date until 20 December 2020.
The extension agreement incurs interest at a rate of 6
months LIBOR + 3.7%.
On 26 March 2021, a loan extension agreement was signed, extending the repayment date until 20
December 2022. The extension agreement incurs interest at a rate of 3 months LIBOR + 3.25%.
A loan agreement between CNMC International Capitals Company Limited and CNG was signed on 27
April 2016. Under this agreement, CNMC International Capitals Company Limited provided a loan facility of
US$120,000,000 to CNG. This loan was used to refinance the previous ICBC loan of the same amount,
and the purpose of these funds was for development, operations and management of the Pakrut Gold
Project, including operating and related expenses.
The full amount of the loan was drawn down on the 27 April 2016. The loan contains annual fixed interest
at 4%, however where the loan is used for a purpose other than that stated in the contract (Pakrut Mine –
see comments above), the proportion of the loan used will incur interest at a fixed rate of 8% per annum.
Payment of interest will be made biannually in June and December.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
97
During 2019, the loan was transferred from CNMC International Capitals Company Limited to another
member of the group, CNMC Trade. On 26 March 2021, a loan extension agreement was signed
extending the repayment date until 20 December 2022. The extension agreement incurs interest at a rate
of 3 months LIBOR + 3.25%.
The Group has pledged its 100% equity interest in China Nonferrous Gold Limited to CNMC as security for
repayment of the loan.
A loan agreement between CNMC and CNG was signed on 27 May 2016 for a total amount of
US$20,000,000, which was drawn down in full on 27 June 2016. The loan period per the contract was 6
months, from 27 May 2016 to 26 November 2016.The loan contains a fixed interest rate of 4% per annum,
which is calculated on a monthly basis from the 21st of the month to the 20 of the following month.
During 2018, the loan was transferred from CNMC to another member of the group, CNMC Trade. A
further extension has been signed extending the repayment date until 26 November 2020. On 26 March
2021, a loan extension agreement was signed extending the repayment date until 2022. The extension
agreement incurs interest at a rate of 3 months LIBOR + 3.25%.
In January 2022, the Company executed a loan agreement with CNMC Trade Company Limited (“CNMC
Trade”) for a loan of US $34.55 million (the “CNMC Loan”). This CNMC Loan has been used to repay the
existing China CITIC Bank Corporation Limited (“CITIC”) bank facilities of US $34.55m.
In January 2022, the Group executed a foreign currency working capital loan agreement with China CITIC
Bank Corporation Limited (Zhuhai Branch) (“CITIC”) for a loan facility of US$20 million , with an annual
interest at 3.00% over 6 month LIBOR, which was used to repay US$20m of the CNMC Loan.
In January 2023, the Company executed a loan agreement with CNMC Trade Company Limited (“CNMC
Trade”) for a loan of US $19.50 million (the“CNMC Loan”) including an annual interest rate at 0.5% plus 3
month LIBOR. This CNMC Loan has been used to repay the existing China CITIC Bank Corporation
Limited (“CITIC”) bank facilities of USD $20m.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
98
In June 2023, the Company executed a loan agreement with CNMC Trade Company Limited (“CNMC
Trade”) for a loan of USD$65 million (the “CNMC Loan”) including an annual interest rate at 0.5% plus 3
month LIBOR.
In December 2022 ,the Group repaid US$1m of the CNMC Trade. And In the first quarter of 2023 ,the
Group repaid US$1.9m of the CNMC Trade.
A loan agreement between CNMC International Capitals Company ⅡLimited (CNMC International) and
CNG was signed on 8 February 2018 for a total amount of US$90,000,000, which was drawn down in full
on 9 February 2018. The loan was provided for the purposes of the construction, operations and
management of the Pakrut Gold Project, including operating and related expenses. This use is in line with
the terms of the agreement. The loan period per the contract was from 9 February 2018 to 8 December
2020.
The loan contains a fixed interest rate of 5.8% per annum, which is calculated on a half yearly basis from
the 21st of December to the 20th June, and from the 21st June to 20th December. Payment of interest will
be made annually in June and December of each year. Where the loan is used for a purpose other than
that stated in the contract (see comments above), the proportion of the loan used will incur interest at a
fixed rate of 11.6% per annum. At the repayment date, interest will be charged at 8.7% on any unpaid
balance. On 8 February 2021 US$20,000,000 was repaid, and on 26 March 2021, a loan extension
agreement was signed extending the repayment date of US$70,000,000 until 8 December 2022,and the
extension agreement incurs interest at a rate of 3 months LIBOR + 3.25%.In June 2021, the Company
repaid US$9.26m(¥60million)of its outstanding loan.
CITIC loans
In 2022, the Group executed a loan agreement with CNMC Trade Company Limited (“CNMC Trade”) for a
loan of up to USD $34.55 million (the“CNMC Loan”). This CNMC Loan has been used to repay the existing
China CITIC Bank Corporation Limited (“CITIC”) bank facilities of USD $34.55m (being USD20m advanced
in January 2021 (“First Loan”) and USD $14.55m advanced in March 2021 (“Second Loan”).
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
99
In January 2021, the Company executed an agreement with China CITIC Bank Corporation Limited
(Zhuhai Branch) (“CITIC”) for a loan facility of up to CNY300million which is equivalent to US$46.37m. The
CITIC Loan facility is for a maximum of 12 months and is repayable 12 months from first drawdown.
US$20m of the CITIC Loan was drawn down in January 2021 including an annual interest rate at 2.7%
plus 6 month LIBOR. It had been repaid on 20 January 2022.
Another US$14.55m of the CITIC Loan was drawn down in March 2021 including an annual interest rate at
2.71% plus 12 month LIBOR. It had been repaid on 26 January 2022.
In January 2022, the Company executed a foreign currency working capital loan agreement with China
CITIC Bank Corporation Limited (Zhuhai Branch) (“CITIC”) for a loan facility of up to US$20 million , with
an annual interest at 3.00% over 6 month LIBOR, which was used to repay US$20m of the CNMC Loan. It
has been repaid on 24 January 2023.
Bank of Shanghai loan
The Company executed an agreement with Bank of Shanghai (Hong Kong) Limited (“BOS”) for a loan
facility of up to US$65 million (the “BOS Loan”). The Loan facility is for a maximum of 24 months and is
repayable 24 months from the drawdown. The total amount of US$65m of the BOS Loan was drawn down
on 28 June 2021 in order to repay the CCBC Macau loan. The loan is secured by Standby Letter(s) of
Credit to be issued by Bank of Shanghai, Beijing Branch, and guaranteed by CNMC under the terms of the
loan agreement, for an aggregate amount of not less than US$66,000,000, with validity of not less than 24
months in favor of BOS. The loan has been repaid in full on 9 June 2023.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
100
19. Trade and other payables
2022
2021
US$000
US$000
Trade and other payables – non-current
Other payables
1,235
-
Total non-current liabilities
1,235
-
Trade and other payables – current
Trade and other payables
19,011
49,696
Total current liabilities
19,011
49,696
Total trade and other payables
20,246
49,696
The significant decrease relates to adjustments made on the settlement of final amounts payable to
contractors during the year for historic construction work at the mine site.
The long term liabilities represent amounts owed to contractor company Zhejiang Wenjian. Agreement
regarding the balance payable was signed pre-year end and is now repayable in full in 5 years.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
101
20.
Provisions for Other Liabilities and Charges
Rehabilitation
US$000
Total
US$000
At 1 January 2022
1,085
1,085
Unwinding of discount
90
90
Add: increase in provision
1,483
1,483
At 31 December 2022
2,658
2,658
All provisions are non-current.
The Group makes full provision for the future cost of rehabilitating the mine site 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 2029, which is the revised mine life based on the resource estimates
per the SRK Consulting updated technical report. As part of the latest resource assessment report issued by
SKR for the Pakrut mine in 2022, new estimated liabilities were calculated based on the revised expectation
of mine closure costs at 31 December 2022.
The discount rate used in the calculation of the provision as at 31 December 2022 year end was 10% (2021 -
9%) per annum. The value of the undiscounted provision is US$5,180,167 (2021: US$2,481,000).
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
102
21.
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.
There are no material differences between the book value and fair value of the financial assets at the year
end. Except for the impact of discounting on the provisions for liabilities and other charges, there are no
material differences between the book value and fair value of financial liabilities at the year end.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
103
22.
Share Capital
2022
2022
2021
2021
No. of
Share
No. of
Share
ordinary
Capital
ordinary
Capital
shares
US$000
shares
US$000
At 1 January (Ordinary shares
of $0.0001) each
382,392,292
38
382,392,292
38
Issued during the year
-
-
-
-
At 31 December (Ordinary
shares of US$0.0001 each)
382,392,292
38
382,392,292
38
All shares are authorised for issue and fully paid.
23. Share Based payments
Options can be granted to any employee of the Group in accordance with the rules of the Group in
accordance with the rules of the 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), falling which, the options will lapse.
There were no share options outstanding at the year end.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
104
24.
Cash flow information
31 December
2022
31 December
2021
US$000
US$000
Cash flows from Operating Activities
Loss before income tax
(288,128)
(235)
Adjustments for:
Impairment charge
265,953
-
Finance income
2
(6)
Finance costs
15,242
10,826
Depreciation
18,685
7,972
Foreign exchange loss
(1,075)
1,853
Change in working capital:
Inventory
625
(1,423)
Trade and other receivables
(1,689)
(1,869)
Trade and other payables
3,467
3,222
Other current assets
(2,928)
(549)
Other current liabilities
(1,290)
(5,890)
Net Cash generated from Operating Activities
8,865
13,904
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
105
24.
Cash flow information (continued)
Net debt reconciliation
31 December
2022
US$000
31 December
2021
US$000
Cash and cash equivalents
4,544
7,472
Borrowings – repayable within one year
(379,368)
(303,953)
Borrowing – repayable after one year
-
(65,000)
Net debt
(374,824)
(361,481)
31 December
2022
US$000
31 December
2021
US$000
Cash and cash equivalents
4,544
7,472
Borrowings – fixed interest rates
(22,466)
(117,664)
Borrowings – variable interest rates
(356,902)
(251,289)
Net debt
(374,824)
(361,481)
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
106
24. Cash flow information (continued)
Cash at bank
US$000
Borrowings
due within 1
year
US$000
Borrowings
due after 1
year
US$000
Total
US$000
Net debt as at 1 January 2021
27,196
(368,919)
(19,822)
(361,545)
Cash flows
(19,724)
30,613
-
10,889
Interest accrued
-
-
(10,825)
(10,825)
Movement between current and
non-current
-
34,353
(34,353)
-
Net debt as at 31 December 2021
7,472
(303,953)
(65,000)
(361,481)
Cash flows
(2,928)
-
-
(2,928)
Interest accrued
-
(10,415)
-
(10,415)
Movement between current and
non-current
-
(65,000)
65,000
-
Net debt as at 31 December 2022
4,544
(379,368)
-
(374,824)
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
107
25.
Controlling Party
The Directors consider China Nonferrous Metals Mining (Group) Co. Limited (“CNMC”) to be the ultimate
controlling party, by virtue of their shareholding and representation on the Board of Directors.
26. Contingent Liabilities
During 2018, a contract was entered into between LLC Pakrut & LLC WenJian, a Company set up by a
former employee of Pakrut (Dept. 2), to provide outsourced services including the extraction of ore,
delivery of ore to smelting plant, cleaning of mine, mine development and construction works. LLC
WenJian is not considered to be a related party.
Although LLC WenJian hold the relevant license for the construction works, the Company does not hold a
license in accordance with the laws of Tajikistan “On subsoil” and “On licensing of certain types of
activities” for implementing the other services they have been contracted to perform. This is a breach of
Tajik laws and regulations which could result in penalties being imposed on both parties to the contract.
The outcome of this situation is unclear and could result in fines imposed with the worst-case scenario
being that Pakrut could have their own license rescinded by the Tajik government. There is no visibility
surrounding the value or nature of any penalty at this time.
27. Related Party Transactions
The amount paid by the Company and Kryso Resources Limited to CNMIM for interest on the loan in 2022
amounted to US$Nil (2021:US$Nil). The amount payable by the Company to CNMIM for interest on the
loan in 2022 amounted to US$1,275,337 (2021: US$1,257,032). CNMIM is a significant shareholder of
China Nonferrous Gold Limited.
The amount payable by the Company to CNMC Trade for interest on the loans in 2022 amounted to
US$7,944,521 (2021: US$5,062,816). The amount payable by the Company to CNMC International
Capitals Company Ⅱfor interest on the loans in 2022 amounted to US$3,119,918 (2021: US$2,207,276).
CNMC is the ultimate parent of China Nonferrous Gold Limited.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
108
During the year of 2022, CNMC guaranteed the Company's loan to China CITIC Bank with a total amount
of US$20 million.
During 2022, 15MCC (a related party to CNG through being a subsidiary of CNMC, the Company’s
ultimate controlling party) provided equipment and materials, together with installation and construction
work to the Group amounting to US$Nil
(2021: $Nil) and the Group advanced payments to 15MCC
amounting to US$Nil in 2022 (2021:Nill). As at 31 December 2022, the total liability due to 15MCC was
US$10,949,107 (2021: US$11,819,082 ).
In 2015 the Group entered into an additional consultancy contract with CNMC Hongtoushan Fushun
Mining Co Ltd., through CNMIM as agent as follows:
Smelting and Processing Agreement
CNMC Hongtoushan Fushun Mining Co Ltd. (CNHFMG) is a copper mine and processing operation
owned by CNMC. On 7th of September 2015, the Group entered into a smelting and processing
agreement with CNHFMG.
Under the terms of the Agreement, CNG will pay to CNHFMG an amount of RMB 17.99 (approximately
US$2.8) per gram of finished gold once the Project commences the 12-month production period. Prior to
this period the Company will cover the labour and associated costs of CNFMG. Once in production, in the
event the recovery of the plant is above the Beijing General Research Institute of Mining and Metallurgy
forecast rate over the life of production of 82.99 percent, CNHFMG will share 40 percent of the profits from
the upside directly due to the increased recovery. In the event recovery is below 75 percent, CNHFMG will
bear 20 per cent of any loss incurred by the Company from the Project due to directly to recovery levels.
During 2022, CNHFMG provided equipment and materials, together with installation and construction work
to the Group amounting to US$Nil (2021:US$Nil) and the Group advanced payments to CNHFMG
amounting of 2022 was US$375,141.69(2021:US$Nill). As at 31 December 2022, the total liability due to
CNHFMG was Nill (the arrears have been paid off in January 2022).As of January 2022, the project funds
between the company and CNHFMG have been fully settled.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
109
As of December 31, 2022, Pakrut still has gold sales business with Daye Nonferrous Metals. In December
2022, a total of 200.509 kg of gold were sold in related party transactions, with an amount of
$12,424,619.54, which has been received. However, in 2023, according to the currently signed gold sales
contract, as the Tajik government does not agree to export the gold for sale, the gold will not be exported
for sale and will no longer be sold to Daye Nonferrous Metals.
28.
Events after the Reporting Period
Loans and financing
In January 2023, the Group executed a loan agreement with CNMC Trade Company Limited (“CNMC
Trade”) for a loan of up to USD $19.50 million (the“CNMC Loan”) including an annual interest rate at 0.5%
plus 3 month LIBOR and no extra fees payable to CNMC Trade for this arrangement, which is repayable
within 3 months from the date of drawdown. CNMC Trade has indicated it will extend this loan for one year
from the initial repayment date, and subject to regulatory approval and processes pursuant to AIM Rule 13
of the AIM Rules for Companies the extension contract should be signed soon. This CNMC Loan has been
used to repay the existing China CITIC Bank Corporation Limited (“CITIC”) bank facilities of USD $20m.
In June 2023, the Company executed a loan agreement with CNMC Trade Company Limited (“CNMC
Trade”) for a loan of up to USD $65 million (the“CNMC Loan”) including an annual interest rate at 0.5%
plus 3 month LIBOR, which is repayable within 3 months from the date of drawdown. This CNMC Loan
has been used to repay the existing Bank of Shanghai (Hong Kong) Limited (“BOS”) loan facility of USD
$65m, which was due for repayment on 9 June 2023.
In the first quarter of 2023, the Group repaid US$1.9m of the CNMC Trade Company Limited (“CNMC
Trade”) loan, which was drawn on September 20, 2017.
Both CNMC Trade Company Limited (CNMC Trade) and CNMC International Capitals Company ⅡLimited
(CNNICCⅡ) have indicated they will extend the expired loans for one year from the previous due date, and
subject to regulatory approvals and processes, the results of which cannot be guaranteed, the extension
contracts should be signed soon. CNMIM has also agreed to extend the expired loan with CNG to 31 May
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
110
2024 subject to regulatory approvals. At this stage there can be no guarantee that these loans will be
extended. The Company at the date of this report has total of US$316.07 million of debt facilities (including
banking facilities without interest).
Snowfall at Pakrut Gold Mine
In February 2023, the area surrounding the Pakrut gold mine site experienced high levels of snowfall
resulting in several avalanches and landslides. There were no casualties at site and the Pakrut site itself
remained undamaged. However, the avalanches did damage one electric power transmission tower that
supplies the mine resulting in a consequential interruption of the power supply. In addition, the roads to the
site were damaged. The lack of power meant that the underground mining and the processing plant were
suspended with immediate effect. The smelting plant was suspended from 28 February 2023 until the
power issue was resolved. Accordingly, there was no production at site for at least one month with a
consequential impact on revenues and financial results. The Company deployed emergency maintenance
teams to the area to urgently carry out repair work on the road and to recover the power supply facilities.
On 16 March 2023,the power supply was re-established and production resumed at the Pakrut mine site.
On 11 April 2023,the road to the mine site was repaired and is now open, and the smelting plant has
resumed production. Accordingly, normal operations have resumed at site according schedule.
SRK report
The Company signed a service agreement with SRK (SRK Consulting China Co., Ltd.) to review the
resource estimation of the Pakrut gold mine to update the latest resource data. The Technical Report (“ITR”)
was completed by SRK Consulting China Limited (“SRK”) and Company released an update to it Mineral
Resource and Ore Reserve estimates for Pakrut in accordance with the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (“JORC Code”, 2012 edition as current effective
edition). The update reflects a substantial reduction in the Mineral Resource Estimate released by the
Company (under its previous name of Kryso Resources plc) on 17 June 2013, and reflects the Company’s
increasing knowledge and access to the underground ore body as operational work has progressed.
CHINA NONFERROUS GOLD LIMITED
Notes to the Financial Statements (continued)
111
Specific detailed information can be found on the website:
https://www.businesswire.com/news/home/20230424005462/en/
Change of Board
On 30 May 2023, Mr. Zhang has tendered his resignation as managing director with immediate effect. At
the same time, Mr. Feng Zhishuo was appointed as managing director of the Company and an Executive
Director of the Company with immediate effect.