R E P O RT A N D A C C O U N T S 2 0 1 0
CONTENTS
CHAIRMAN’S STATEMENT
OPERATIONAL REVIEW
DIRECTORS
SENIOR EXECUTIVES
DIRECTORS’ REPORT
REPORT OF THE INDEPENDENT AUDITOR
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED CASH FLOW STATEMENT
ACCOUNTING POLICIES
NOTES TO THE FINANCIAL STATEMENTS
CORPORATE INFORMATION
Page
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56
Griffin Mining Limited is a mining and investment company whose principal asset is the Caijiaying zinc-gold
mine. Further information on the Company is available on the Company’s web site: www.griffinmining.com.
Griffin Mining Limited’s shares are quoted on the Alternative Investment Market (AIM)
of the London Stock Exchange (symbol GFM).
Registered number: EC13667 Bermuda.
Registered Office: Clarendon House, 2 Church Street, Hamilton HM11, Bermuda
United Kingdom office: 60 St James’s Street, London SW1A 1LE
1
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
2
Zinc Concentrate Stockpiles
3
G R I F F I N M I N I N G L I M I T E D
CHAIRMAN’S STATEMENT
R E P O RT A N D A C C O U N T S 2 0 1 0
I present to you, the shareholders and owners of
Although construction of the upgraded processing
facilities at the local township school and set up
trillion, unfunded Medicare and pension liabilities
Griffin Mining Limited
(“Griffin” or
the
facilities at Caijiaying was completed in August
"Project Hope" to provide scholarships to local
and the need to raise the national debt ceiling
“Company”), the Annual Report and Accounts of
2010, the unfortunate deaths of the 8th August
students. Griffin estimates that the Caijiaying mine
merely to pay recurring expenditure and interest
the Company for the 2010 financial and calendar
2010 delayed commissioning of the new ball mill
has provided employment directly and indirectly to
obligations on US government debt, does not bode
year.
and crushing circuit until the first quarter of 2011.
over 1,000 Chinese nationals whilst minimizing the
well for the world’s largest economy. Europe
As with the previous construction of processing
employment of foreign personnel. Griffin has
continues to try to live with the unliveable with a
In spite of the year not progressing as originally
facilities at Caijiaying, it is expected that the
striven to protect the local environment and in that
European Central Bank setting monetary policy
envisaged due to factors outside the control of the
upgrade of the processing facilities should enable
regard Hebei Hua Ao’s activities in China were
over wayward individual country members setting
Company, the Company and its subsidiaries still
significantly more throughput to be processed than
formally recognized when it was presented with the
their own
fiscal policies. The
inevitable
managed to record a profit before tax for the year
the designated 750,000 tonnes of ore per annum.
environmental award at the 2010 China Mining
consequences have become apparent with Ireland,
of $11.24 million compared to $7.25 million in
conference. Griffin, through Hebei Hua Ao, has
Portugal and Greece with more surely to follow.
2009. This included a 40.6% increase in ore
It is expected that part of that substantially
shown itself to be a responsible partner and
China remains the world’s economic powerhouse
processed, a 28% increase in zinc concentrate
increased throughput, over and above 750,000
operator in China.
although with the advent of rapid inflation coupled
produced, a 77% increase in silver produced in
tonnes of ore per annum, will be provided from the
with a fixed exchange rate, its export driven
concentrate and a 90% increase in gold produced
new resource at Zone II. In January 2011, a new
Unfortunately, the Company does not operate in an
economy will inevitably suffer. It is also worthy to
in concentrate, a record for gold production at
JORC reported Mineral Resource Estimate for
economic vacuum. As has been mentioned
note the questionable status of the Chinese banking
Caijiaying.
Caijiaying was produced which showed an 18%
numerous times in past missives, mining is
system and the level of non-performing loans in
The increase in profit and production was
representing a 30 plus year mine life at the
largely dependent on a predetermined commodity
increase in the mineral resource at Zones II & III
generally a fixed cost business whose profitability is
that country.
particularly noteworthy as it was achieved despite
increased throughput rate. This gave Hebei Hua
price. With China now acquiring 60% of the
What this means for Griffin is the need for
the suspension of all activities at Caijiaying for 4
Ao sufficient confidence to commence the
world’s iron ore and 40% of its base metals
patience. Although the Company has significant
months following the death of two men employed
necessary extra infill drilling, reports and work to
production, neither China nor the world’s economy
financial resources, including some $65 million in
by the mining contractor at Caijiaying. Although
support an application for a mining licence at Zone
can be ignored, even at the microeconomic level
cash, real value is created by purchasing assets
the Company’s subsidiary, Hebei Hua Ao Mining
II with a view to extracting a further 500,000
at which Griffin operates.
below their true intrinsic value at the low end of an
Industry Company Limited (“Hebei Hua Ao”), was
tonnes of ore per annum from that area.
economic cycle or in a severe financial downturn.
exonerated from primary fault, I would like to
Unfortunately the world’s economy has been shown
It is the view of the Company that mineable
express my deep sorrow that such an event could
In this modern age, it is vital for a mining company
to be, at best, brittle and, at worst, structurally
resources are scarce and becoming ever harder to
occur at Caijiaying and send my condolences to the
to be a good citizen of the community and country
unsound. The global financial crisis of 2008 has
find. It is also true that China and India are in the
deceased miners’ families. Griffin has, and
in which it operates. To that end, Hebei Hua Ao
demonstrated that the USA and Europe are on the
midst of a large urbanization process which will
continues to provide, its full co-operation and
has provided direct water supplies to the local
downward slope of their economic power without
cause commodity prices to remain buoyant in the
support to the Chinese individuals and government
villagers, constructed sealed roads to the Caijiaying
the political or economic bipartisanship will to
long term. When commodity prices are high,
departments
touched by
this unfortunate
mine and nearby villages, financed the construction
undertake the reforms critical to stave off economic
mining asset values are even higher. No economic
occurrence and continues to seek to improve safety
of a local kindergarten and old people’s rest home
decline. The huge transference of private to public
growth process in history has been linear and the
at Caijiaying above and beyond that recommended
and assisted with other infrastructure projects.
debt in the USA reaching a staggering $14.3
Company expects a significant correction in this
by the Chinese authorities.
Hebei Hua Ao has also assisted in the upgrade of
4
5
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
progression in the near future. It is therefore the
In such a year as 2010, tribute must be paid to the
Company’s task to assemble the right acquisition
efforts of all site staff, head office personnel and the
targets, human capital and capital markets support to
directors who worked so tirelessly to lift the
make these acquisitions when the
inevitable
operating suspension at Caijiaying, commission the
correction occurs. The Company remains dedicated
plant upgrade, increase throughput, evaluate
to only acquiring further assets where they provide
acquisitions and set the Company on the path to
real value over a long period of time with substantial
renewed financial strength in 2011. My sincere
added value to shareholders.
thanks to every one of them.
It is also likely that the Company will list its shares
Lastly, and most importantly, the support and
on the Hong Kong Stock Exchange at some point
loyalty of you, the shareholders of the Company,
in the future. That date will be driven by the
is never taken for granted. The Company strives
Company’s need for capital should the next
on a daily basis to meet your expectations and fulfill
acquisition require additional funds. History has
the true potential of the Company. The Company
shown that unless liquidity is provided in a new
will work strenuously towards that target.
listing through a new issue of shares, that company’s
stock will trade thinly and without any real interest
by Hong Kong institutions and retail investors.
Needless to say, an acquisition would never be made,
Mladen Ninkov
a capital raising completed or a listing sought unless
Chairman
it was genuinely in the best long-term interest of
3 May 2011
shareholders.
In that same vein, the directors have agonized, after
extensive consultation with shareholders, over the
reinstatement of a dividend to shareholders. Whilst
understanding and agreeing with the discipline and
financial need of many shareholders for a dividend,
the Company still believes that the better use of
internal funds can be made on the acquisition of
assets that may become available in the near future.
In the interim, to alleviate some shareholders need
for capital and to allow each individual shareholder
to deal with his or her tax position, the Company has
continued its share buy-back programme.
6
Caijiaying site
7
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
OPERATIONAL REVIEW 2010
OVERVIEW
Griffin Mining Limited (the “Company”) and its
• 690 tonnes of lead Concentrate were produced,
SUSPENSION OF ACTIVITIES
from their investigations into the causes of the
subsidiaries (together the “Group”) recorded a
compared to 500 tonnes in 2009, a 38% increase.
fatalities could be implemented immediately.
profit before tax for the year of $11,236,000 (2009:
$7,246,000). The increase in profit arises despite
the suspension of site activities from the 9th August
2010 to the 9th December 2010 following the
death of two men employed by the mining
contractor at Caijiaying. This result is a tribute to
the efforts of all site and administrative personnel
who worked so tirelessly to lift the operating
suspension at Caijiaying.
Profits from operations increased to $13,143,000 in
2010 from $5,519,000 in 2009 with increased
metal-in-concentrate (“Concentrate”) production
and higher metal prices. In summary:
• 389,496 tonnes of ore were processed,
compared to 276,880 tonnes in 2009, a 40.6%
increase;
Despite the suspension in activities during 2010,
production in 2010 represents a significant increase
in performance from the interrupted 2009 year
with zinc Concentrate production falling just short
of the maximum achieved in 2008 of 22,922 tonnes.
Outstandingly, 2010 was a record for gold
production at Caijiaying.
In August 2010, construction of the upgraded
processing facilities at Caijiaying was completed
creating the operating capability to process 750,000
tonnes of ore per annum. The unfortunate events
of the 8th August 2010 delayed commissioning of
the new ball mill and crushing circuit until
recommencement of operations on the 9th
December 2010. Commissioning of the upgraded
The two on-site fatalities on the 8th of August 2010
led to the immediate suspension of all operations at
Caijiaying and the immediate investigation into the
cause or causes of the fatalities by the Company and
the Chinese authorities. Whilst primary blame for
the fatalities was placed clearly on the deceased
miners, the Chinese authorities held the mining
contractor, Hebei Hua Ao and certain individuals
partly responsible. Hebei Hua Ao was fined
$142,000. In addition, a number of recommendations
for perceived improvements in safety standards were
suggested by the Chinese authorities and these have
been implemented at Caijiaying. In addition to the
above, site was further impacted during the
suspension period by the unprecedented curtailment
of electricity supplies to Caijiaying and surrounding
areas by the State owned electricity suppliers seeking
FINANCE
In order to protect the Group’s revenue stream should
the price of zinc fall significantly, the Company
purchased put options with a strike price of $1,700 per
tonne over 24,000 tonnes of zinc metal at a cost of
$2,238,000. The zinc price remained relatively strong
in 2010 with the LME zinc price averaging
approximately $2,160 per tonne. As a result, the put
options were marked to market at 31 December 2010
with a charge to profit of $2,224,000.
With cash balances averaging some $67 million in
2010, Griffin benefited from interest receipts of
$350,000 in 2010 (2009: $253,000).
processing facilities has now been completed and
to meet government designated carbon dioxide
Foreign exchange gains of $38,000 were recorded in
• 22,044 tonnes of zinc in Concentrate were
mining and haulage of ore has been increased to
emission standards.
produced, compared to 17,167 tonnes in 2009, a
meet the expanded processing capacity of the mill.
2010 (2009: gains of $1,956,000) with a weakened
sterling creating losses on sterling deposits offset by the
28% increase;
As with the previous construction of processing
Whilst every effort was made to minimise costs
strengthening Australian Dollar and Chinese
• 7,067 ounces of gold in Concentrate were
facilities at Caijiaying, it is expected that the
during the suspension of operations, key personnel
Renminbi which created profits on both Dollar and
produced, compared to 3,726 ounces in 2009, a
engineering work recently completed on the
were retained and continued to be paid on a partial
Renminbi accounts.
90% increase;
upgrade to the processing facilities, in addition to
salary basis. This was done to ensure that
• 157,679 ounces of silver in Concentrate were
the expertise of the staff on site, should enable
produced, compared to 89,222 ounces in 2009, a
significantly more throughput to be processed than
operations could be re-started as soon as practicable
Griffin’s 39.2% share of the losses of Spitfire Oil
once permission was granted, that certain expertise
Limited (“Spitfire”) of $109,000 has been recognised
77% increase; and
the designated 750,000 tonnes of ore per annum.
was not lost to competitors and to ensure that the
in 2010 (2009 $517,000).
recommendations of the Chinese authorities arising
8
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G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
MINE OPERATIONS
Ao and the local personnel. The Chinese government
minimising the amount of waste material going to the
RESOURCE ESTIMATES
authorities did not conclude their investigation and
tailings dams and allowing less mineralised ore to be
With the grant of a new mining licence on the 15th
report until early December 2010 and did not allow
left underground to the detriment of profitability.
In January 2011 the latest JORC reported Mineral
January 2010, work commenced below the 1300
operations to recommence until all the safety
During 2010, the first two tailings dams were lifted to
Resource Estimate for Caijiaying was produced.
level (approximately 120 metres below surface),
recommendations had been implemented, including
increase their capacity and a third tailings dam was
The results not only significantly increase the
opening up more stopes and thereby enabling mine
greater supervision of sub-contracted underground
constructed with the first cell commissioned on
contained tonnes and metal within the Zone III
production to be increased. With more stopes
workers by site management.
recommencement of operations in December 2010.
mineral resource after mining depletion, but also
opened and more consistent ore bodies at the lower
These facilities provide Caijiaying sufficient capacity
almost doubles the contained tonnes and metal
levels, mine production increased to over 56,000
Underground maintenance work was further restricted
to deal with all waste from operations for the
within the Zone II mineral resource. In summary:
tonnes in May (the equivalent of 672,000 tonnes
in late September 2010 when electrical power to
foreseeable future.
per annum). Gold grades have also improved as the
Caijiaying and surrounding areas was curtailed to meet
lower levels have been accessed.
Chinese carbon emission targets. Hebei Hua Ao was
Work on the upgrade of the processing plant
able to secure sufficient power from its own diesel
continued apace in the first 7 months of 2010 with the
In the 6 months to the 30th June 2010, a record
generators to avoid any significant flooding of the
installation of a second primary ball mill, construction
1. An 18% increase in the mineral resource at
Zones II & III rising from 32.8 million tonnes
to 38.6 million tonnes, representing a 30 plus
year mine life at the increased throughput rate.
278,044 tonnes of ore were mined. Processing rates
Caijiaying mine. This allowed mine operations and
of new crushing circuit and integration of all new
2. The following increases:
had been increased with over 51,000 tonnes processed
production to restart promptly on the lifting of the
equipment
including new
floatation
cells.
12.1% increase in contained Zinc;
in July 2010 (the equivalent of 612,000 tonnes of ore
suspension.
Construction and installation was completed by the
28.4% increase in contained Lead;
per annum) without the benefit of the new ball mill
end of July 2010 with commissioning underway by the
15.2% increase in contained Silver; and
and crushing circuit. In the six months to 30th June
Since the re-commencement of operations, mine
time of the mine fatalities. Whilst processing
12.8% increase in contained Gold.
2010 a record 260,316 tonnes of ore were processed
production has been steadily increasing to meet the
continued until 20th September 2010 when all
with a record 15,101 tonnes of zinc metal in
increased processing capacity provided by the recently
remaining surface stockpiles were exhausted, this did
3. A 12% increase in the zinc grade and a 72%
increase in the tonnage of the mineral resource
Concentrate, 4,570 ounces of gold and 105,475 ounces
completed throughput upgrade.
of silver produced. In addition, 441 tonnes of lead in
not allow for proper commissioning of the new
processing facilities. Commissioning of the new ball
at Zone II.
Concentrate was also produced.
During 2010 6,038 metres of development work was
mill and new crushing circuit recommenced in
Drilling has continued to provide success along
completed including further development of the north
December and is now complete. Initial test runs have
strike and south of Zone III to Zone II, allowing
Good progress was being made to reach a target mine
and south declines to access the lower levels of the
provided some
indication that the upgraded
the reinterpretation and upgrade of the Zone II
production of 750,000 tonnes of ore per annum by the
Zone III mine and also the development of the drive
processing facilities may be capable of processing as
Mineral Resource Estimate. The 25,000 metre
Autumn of 2010 in anticipation of the completion of
proposed to link Zone III to Zone II. Approximately
much as one million tonnes of ore per annum and
surface and underground drilling program is
the processing facilities upgrade. This progress was
24,425 metres of extensional and grade control drilling
possibly more. This would allow ore from the Zone
approximately 60% complete and is due to
interrupted when mining operations were suspended
was completed underground in 2010.
II area, which has yet to be developed, to be
recommence shortly. More underground drilling
following the fatalities on site. The Chinese authorities
processed.
launched an immediate investigation into the causes of
With the hydraulic backfill plant commissioned in late
the fatalities with the full co-operation of Hebei Hua
2009, backfill operations have continued in 2010
was undertaken in the mine corridor between Zone
II and Zone III during 2010. Drilling continued to
intersect significant mineralisation which added to
10
11
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
the Zone II Mineral Resource Estimate. This work
known mineralization covering Zones II and III
EXPLORATION
Deeps, Qing Long South, Jin Long South and Xiao
will continue in 2011.
and the contiguous area between them will be
covered. This should allow a second ore source to
CAIJIAYING AREA
Long East lodes.
With the Mineral Resource Estimate at Zone II
be mined at Caijiaying and significantly extend the
approaching 10 million tonnes and the drilling
life of the mining operations.
density approaching the required level, it is
envisaged that an application for a mining licence
The 2011 Mineral Resource estimate is reported at
over Zone II will be made in the near future. The
a zinc cut-off of 1%. Tabled below is the summary
mining licence application will ensure that all the
of the recently up-dated 2011 Mineral Resource.
Category Cut Tonnes
-off
2011 Mineral Resource Estimates
Metal Grade
Contained Metal
Zinc Lead
Silver
Gold
Zinc
Lead
Silver
Gold
000
%
% Grammes Grammes
Tonnes
Tonnes
Ounces
Ounces
per
tonne
per
tonne
Zone III
Measured 1% 4,793
6.57
0.40
33.34
Indicated
1% 7,352
5.47
0.31
30.15
Inferred
1% 17,020
4.15
0.26
26.53
0.86
0.89
0.95
314,842
19,329
5,137,406 131,829
402,501
22,639
7,126,105 209,726
706,501
43,737
14,519,565 521,491
Mineralisation at Caijiaying is believed to be related
to a Jurassic igneous event that affected the 2.3
billion year old metamorphic basement rocks. Base
metal and gold mineralisation associated with
Jurassic
intrusives have replaced favourable
horizons in the metamorphic rocks, most notably
calcsilicates and marble. Porphyry sills and dykes
intruding along faults have then cut across the
sequence.
On-going exploration in the area surrounding the
mine at Caijiaying and within Hebei Hua Ao’s and
Hebei Anglo’s tenement boundary continues to
confirm the area to be highly prospective,
indicating significant potential for further base
metal and gold deposits.
Total
1% 29,164
4.88 0.29
28.56
0.92
1,423,843 85,769 26,783,076 863,049
HEBEI HUA AO LICENCE AREA
Zone II
Measured 1%
-
-
-
-
Indicated
1% 4,061
3.44
0.70
26.03
Inferred
1% 5,386
3.71
0.56
23.90
-
0.34
0.29
-
-
-
-
139,655
28,509
3,398,903
43,871
199,706
30,087
4,138,064
50,617
Total
1% 9,447
3.59 0.62
24.81
0.31
339,362 58,596
7,536,968
94,488
The information in this report that relates to the January 2011 Mineral Resource estimates is based on information compiled by
Mr Luke Marshall , BSc Geology , Member AIG. Mr. Marshall was a full time employee of Hebei Hua Ao Mining Industry
Company Limited, a subsidiary of Griffin Mining Limited. Mr. Marshall has sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the activity which he has undertaking to qualify as a Competent Person
as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’
(the JORC Code). Mr Marshall consents to the inclusion in the report of the matters based on his information in the form and
context in which they appear.
Note: Zone II Resource includes 1.49 million tonnes at 3.09% Zinc oxide material.
Drilling activity was increased in 2010 with up to
six rigs operating underground at Zone III and
three rigs operating on the surface between Zone
II and Zone III. Many positive results were
returned, which resulted in a significant increase in
the mineral resource inventory at Caijiaying.
Approximately 12,885 metres of surface drilling
and 38,000 metres of underground diamond
1.
Increase the tonnage and grade of the Mineral
drilling were completed for the year. Drilling
Resource Estimate for Caijiaying, targeting a
targeted Zone II, Fu Long South, Qing Long
50% increase in overall tonnage and a 100%
12
13
A combination of step-out and infill underground
drilling continued to extend the Zone III
mineralisation in all directions and improve
confidence levels within the Mineral Resource
Estimate. Mineralisation remains open to the
north, south and at depth. Importantly some of the
thickest and highest grade intercepts to date have
been returned from the deepest drilling which
indicates that Zone III at least maintains continuity
with depth, perhaps strengthening in areas such as
Qing Long.
Surface drilling intersected a number of new zones
of mineralisation between Zone II and Zone III and
extended other previously identified zones. All of
the surface drilling data between Zone II and Zone
III has been incorporated into a new Zone II
mineral resource estimate. The result is an increase
of almost 100% in the tonnage of the Mineral
Resource Estimate for Zone II.
Zone II
mineralisation remains open to the north and at
depth.
The focus for 2010 was to drill the Zone II Zone
III corridor and Zone III deeps with four main
objectives in mind:
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
increase in measure and indicated tonnage
Underground drilling was completed from the
SPITFIRE OIL LIMITED
As the exploration licences comprising the Salmon
within three years.
linking decline and from the bottom of the mine
Gums project were due to expire, application was
2. Provide the drill coverage and resource
inventory required to be able to apply for a
mining licence over Zone II.
3. Drill some deep holes underneath Zone III to
confirm the new geological interpretation and
extend the Mineral Resource.
4. Effectively test existing Induced Polarisation
("IP") anomalies.
at the 1260 level. Underground drilling was very
Griffin currently holds 16,666,667 ordinary shares
made to extend their term. The Department of
successful with broad high grade intercepts being
in Spitfire Oil Limited (“Spitfire”) representing a
Mines and Petroleum has granted a two year
returned, confirming and extending the geological
39.2% interest in the issued share capital of
“Extension of Term” for the four exploration
interpretation and Mineral Resource Estimates for
Spitfire, and with Mladen Ninkov and Roger
licences in the main tenement block (E63/934,
Zone II and Zone III.
Goodwin being directors of both Griffin and
035,947 & 961) to 6/7/2012. Since the applications
Zone II was re-modelled based on the new drill
associated company of Griffin. As a result
continue to provide secure title over the lignite
hole data resulting in significant increases in
US$109,000 (2009 - US$517,000) has been
resources previously reported, the six mining lease
estimated grade and tonnage.
charged to Griffin's income statement for its share
applications were withdrawn to reduce holding
Spitfire, this requires Spitfire to be treated as an
were approved, and as the exploration licences
of Spitfire's losses in the period.
costs.
A combination of surface and underground drilling
was undertaken with success in all four of the
HEBEI ANGLO LICENCE AREA
objectives.
The other activity undertaken during 2010 was a
soil sampling orientation survey. The aim was to
find a geochemical technique that would be
effective in areas of deep sandy cover.
Surface drilling was conducted on 200 metre
Work during 2010 was limited to an orientation
soil sampling survey, field mapping and rock chip
surveying. The
results
indicated
that no
geochemical technique would be effective in areas
of “Mongolian Sand” cover, so a larger routine soil
sampling survey did not proceed. Field mapping is
ongoing and is due to recommence in the summer
sections with hole spacings along section of 100
2011.
metres. These drill sections essentially straddled
the already drilled sections. The result was a drill
density between Zone II and Zone III of better
than 100 metre by 100 metre, and generally closer
than 100 metre by 50 metre. With
the
underground drilling from the Fox Incline, at Zone
II, and linking decline providing closer than 50
metre by 50 metre spacing, Hebei Hua Ao will be
A large IP survey was planned assuming positive
results from drilling of the existing IP anomalies
between Zone II and Zone III. Even though
drilling
intersected many zones of zinc
mineralisation, there did not appear to be a strong
relationship between mineralisation and the IP
anomalies. Therefore no further IP surveying is
able to start the application process for a new
planned at this stage.
mining licence over the Zone II area.
Following the decision in the autumn of 2009 to
suspend
further development of Spitfire’s
proprietary L2VTM process to extract oil and other
products from the lignite at Salmon Gums, because
of the expanding complexity and need for
additional research in refining and finalising the
process for commercial production, operating costs
have been reduced and employment contracts with
all staff terminated. Spitfire continues to consider
other competing coal to liquid and coal to gas to
liquid technologies, but to date none have proved
suitable or are too capital intensive to apply to the
Salmon Gums lignite. Potential partners for the
further development of the L2VTM process are also
being pursued.
The non-contiguous exploration licence to the east
of the main tenement area (E63/960) was
relinquished on 7 July 2010 as it was considered to
have no further mineralisation potential.
Following the reconnaissance gold exploration
programme undertaken by Spitfire in 2009 / 2010,
several companies evaluated the licence areas with
a view to undertaking a joint venture with Spitfire
but to date none has pursued such an option.
Although Spitfire’s primary objective remains the
commercialisation of its L2V lignite-to-liquids
technology over the large resource at Salmon
Gums, its management continues to evaluate other
energy related opportunities and other possible
synergistic business opportunities.
14
15
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
CORPORATE DEVELOPMENTS
of ore per annum from Zone III. Work has also
CAIJIAYING BACKGROUND
hold the mineral rights to the area surrounding the
commenced on all necessary reports and work to
original Hebei Hua Ao licence area and any other
ACQUISITIONS
support an application for a mining licence at Zone
The mine and processing facilities (the “Mine"),
areas of interest in the Hebei Province. Griffin,
II with a view to extracting a further 500,000
together with the staff accommodation, recreational
through its wholly owned UK subsidiary Panda
Griffin’s management team, consisting of finance,
tonnes of ore per annum from that area.
and mess facilities, are located at Caijiaying,
Resources Limited, has a 90% interest in Hebei
mining, metallurgy, geological and health and
approximately 300 kilometres by road, north-west
Anglo whilst the Zhangjiakou Caijiaying Lead Zinc
safety professionals, has to date reviewed over 1,100
Having achieved notable success with Caijiaying,
of Beijing in the Hebei Province. The site is easily
Mining Company holds 10%. Griffin, through
mining companies and their key projects, many of
the challenge remains to acquire, develop or
accessible by two alternative freeway systems from
Hebei Hua’ Ao and Hebei Anglo, has a controlling
which have been selected for semi detailed
discover a new mining project to build on the
Beijing and a number of secondary sealed roads.
interest in mining and exploration licences over 67
evaluation and over 50 for further intensive
efficient in-house skills that have been developed
The site has significant water supplies, two
square kilometres at Caijiaying.
analysis. This analysis included a number of site
within the Company. Griffin remains one of the
independent connections to the electricity grid, full
visits to potential target projects and companies.
few mining success stories in China. Having
connectivity to fixed and mobile telecommunications
In 2005, Griffin successfully commissioned the Mine
The companies selected held predominantly
maintained a presence in China for over 13 years
and broadband access for internet services. Climatic
at Caijiaying, on time and within budget, with an
advanced projects in a range of commodities and
and having invested in not just the Caijiaying mine
conditions are not severe with warm summers and
initial design throughput rate of 200,000 tonnes of
locations. In addition, Griffin has been approached
but in the local community, Griffin has gained an
cold, dry winters, enabling operations at Caijiaying
ore per annum. Production rates have been steadily
by a number of companies with a view to jointly
excellent reputation in China. This reputation was
to continue for 365 days a year.
increased since commissioning with processing rates
developing other mineral projects. This process
further enhanced and made more visible by the
equivalent to in excess of 500,000 tonnes of ore per
remains ongoing.
environmental award presented to Hebei Hua Ao
The assets of the Mine are held by Hebei Hua Ao
annum achieved prior to the recent upgrade of the
THE FUTURE
shown itself to be a responsible partner and
Ao”), a contractual co-operative joint venture
upgraded to include a third tailings storage facility,
at the 2010 China Mining conference. Griffin has
Mining Industry Company Limited (“Hebei Hua
processing facilities. With the processing facilities
investor in China. This provides Griffin with a
company entity established in 1994 in which
new crushing circuit and second primary ball mill
Having significant financial resources at hand and
unique entry into China, its culture and power
Griffin, through its wholly owned Hong Kong
processing capacity has been increased to in excess
substantial mineral resources, Griffin is well placed
structures. Nevertheless, to date it has proved
subsidiary China Zinc Limited (“China Zinc”),
of 750,000 tonnes of ore per annum.
for future development both at its existing
difficult to find a venture of the quality of
holds a 60% equity interest and the Zhangjiakou
Caijiaying venture and
through potential
Caijiaying in China. This has forced the Company
Caijiaying Lead Zinc Mining Company (the
In December 2007, production of a separate
acquisitions. The latest JORC resource confirms
to widen its geographic and commodity focus.
shareholders of which are the Zhangjiakou City
precious metals concentrate containing gold, silver
the availability of ore for increased future
Regardless, the Company remains dedicated to
People’s Government and the Third Geological
and lead commenced from an integrated circuit
production at Caijiaying. Recent test work has
only acquiring further assets where they provide
Brigade of Hebei Province) a 40% interest.
forming part of the main processing facilities at
indicated that the upgraded plant is capable of
real value over a long period of time with
Caijiaying. This allowed the full economic benefit of
processing considerably more than that specified
substantial added value to shareholders.
In January 2004, a second contractual joint venture
these metals to be obtained by the Group. Previously
and plans are now being made to further increase
the amount of ore extracted to 1,000,000 tonnes
company, Hebei Sino Anglo Mining Development
gold, silver and lead were “lost” and unaccounted for
Company Limited (“Hebei Anglo”), was formed to
by the smelters in the zinc concentrate.
16
17
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
Griffin has invested heavily in the local community
• Noise and dust from operations at Caijiaying
Hebei Hua Ao has provided direct water supplies
township school and set up "Project Hope" to
and
instigated best practice regarding the
are strictly controlled; and
to the local villagers, constructed sealed roads to
provide scholarships to local students. Griffin
protection of the environment. In this regard:
•
All non-recyclable wastes from supporting
the Caijiaying mine and nearby villages, financed
estimates that the Caijiaying mine has provided
facilities are treated in an incinerator
the construction of a local kindergarten, old
employment directly and indirectly to over 1,000
•
Solid and liquid wastes are not disposed into
peoples rest home, and assisted with other
Chinese minimising the employment of foreign
the environment;
Griffin's efforts in this regard were rewarded by
infrastructure projects. Hebei Hua Ao has also
personnel.
•
All production water is recycled;
Hebei Hua Ao being presented with the
assisted in the upgrade of facilities at the local
• Gas emissions from boilers are treated to
environmental award at the 2010 China Mining
remove pollutants;
Conference.
• Mined out areas underground are back filled;
Roger Goodwin, Griffin Finance Director, receiving environmental ward at 2010 China Mining Conference
Local students at San Hao township school receiving Project Hope scholarships
18
19
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
20
Mill at Caijiaying
21
G R I F F I N M I N I N G L I M I T E D
DIRECTORS
SENIOR EXECUTIVES
R E P O RT A N D A C C O U N T S 2 0 1 0
Mladen Ninkov, Chairman, Australian, aged 49,
Dal Brynelsen, Director, Canadian, aged 64, is
William Darcey, Operations Manager
China, which is controlled by Golden Tiger
holds a Master of Law Degree from Trinity Hall,
a graduate of the University of British Columbia in
Caijiaying, Australian, aged 59, holds degrees
Mining NL, an ASX listed company. He has also
Cambridge and Bachelor of Laws (with Honours)
Urban Land Economics. Mr. Brynelsen has been
from Curtin University in mining, metallurgy,
worked as the Senior Geologist for Silk Road
and Bachelor of Jurisprudence Degree from the
involved in the resource industry for over 30 years.
mineral economics and a MEngSc (mining planning
Resources (A Toronto listed company), responsible
University of Western Australia. He is the principal
He has been responsible for the discovery,
and design). He has over 30 years experience in the
for evaluating various gold properties in Gansu
of Keynes Capital. He has a mining, legal, fund
development and operation of several underground
mining and mineral processing industry working in
Province in central western China. Dr Zhou has
management and investment banking background
gold mines during his career. Mr. Brynelsen is the
both technical and operational roles. He has worked
considerable experience of and has established
and is admitted as a barrister and solicitor of the
President and a director of Vangold Resources
on mining project in Australia and overseas. More
extensive contacts in the Chinese resources sector.
Supreme Court of Western Australia. He was the
Limited.
Chairman and Managing Director of the Dragon
recently he worked in the Philippines as Operations
Director for a gold mining company.
Capital Funds management group, a director and
William Mulligan, Director, USA, aged 67, has
Head of International Corporate Finance at ANZ
a BSc from Thomas Clarkson University, an MS in
Wendy Zhang, Finance Manager China, aged
Grindlays Bank Plc in London, and a Vice
Geological Engineering from the University of
37, holds a Master of Accounting degree from
President of Prudential-Bache Securities Inc. in
Connecticut and an MBA from NYU Bernard
Macquarie University, a member of the Certified
New York. He also worked at Skadden Arps Slate
Baruch School of Business Administration. He is
Practising Accountant of Australia and a qualified
Meagher & Flom in New York and Freehill
currently the Managing Director for Global
member of the Chinese Institute of Certified Public
Hollingdale & Page in Australia. He has been
Projects and Political Risk at AIG Global Trade
Accountant for 11 years. Prior to joining Griffin
chairman and director of a number of both public
and Political Risk Insurance Company, a wholly
she spent the previous 4 years as Financial
and private mining companies.
owned subsidiary of American International Group
Controller for Golden Tiger Mining’s joint venture
Roger Goodwin, Finance Director, British,
Ltd based in Moscow. From 1994 to 1996 he was
company listed in Australian Stock Exchange).
aged 56, is a Chartered Accountant. He has been
Executive Vice President
for Corporate
Previously she was a Chief Accountant for
with the Company since 1996 having previously
Development at Latin American Gold Limited.
Shanghai Silk Group and subsequently Ann Taylor
Inc., and a director of AIG Investment Bank (ZAO)
operations in China (a gold exploration and mining
held senior positions in a number of public and
private companies within the natural resources
sector. He has a strong professional background,
including that as a manager with KPMG, with
considerable public company and corporate finance
experience, and experience of emerging markets
particularly in Africa, the CIS and Eastern Europe.
Shanghai.
Dr Bo Zhou, General Manager China,
Australian, aged 48, holds a Ph.D in exploration
geology from Sydney University and a BSc in
economic geology from Peking University. He was
Managing Director of Sinovus Mining Ltd, an ASX
listed company with mineral interests in China.
Before that he was the General Manager for
Guangxi Golden Tiger Mining JV, a Sino-
Australian JV gold company focussed in Guangxi,
22
23
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
24
New Crusher
25
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors submit their report together with the audited consolidated financial statements of Griffin Mining Limited (“the
Company”) and its subsidiaries (“the Group”) for the year ended 31 December 2010.
FINANCIAL RESULTS
The Group profit before taxation amounted to US$11,236,000 (2009 US$7,246,000). Taxation of US$2,376,000 (2009
US$1,013,000) and non-controlling interests of $6,116,000 (2009 $2,621,000) have been provided. No dividend was paid in
2010 (2009 nil). US$2,744,000 has been credited to reserves (2009 US$3,612,000).
The earnings per share amounted to 1.51 cents (2009 1.99 cents). The attributable net asset value per share at 31 December
2010 amounted to 78 cents (2009 74 cents).
The directors do not recommend payment of a dividend at this time in the Company's development but have instigated a share
buy back programme which provides an effective and tax efficient method of providing returns to shareholders.
PRINCIPAL ACTIVITIES
The options will not vest if an employee or a director resigns or leaves the Company for cause prior to the vesting event taking
place. All the Options will vest immediately upon a takeover offer being made or a change in substantial control of the Company
taking place prior to the Options expiring.
All of the Directors’ interests detailed are beneficial.
On 4 March 2010 a new set of options (the “new options”) over 10,000,000 new ordinary shares were granted to directors and
key employees of the Company in order to retain and incentivize key personnel with managerial and operating experience in
non-standard jurisdictions in a tight mining employment market.
Each new option will entitle the holder to subscribe for new ordinary shares in the Company at an exercise price of 45 pence
per new ordinary share on or before 28 February 2015. The new options will vest with each option holder in 3 separate and
equal instalments as follows:
a. The first third of each holder’s options vested on 4 March 2010;
b. The second third of each holder’s options vested on 31 December 2010; and
c. The last third of each holder’s options will vest on 31 December 2011.
The principal activity of the Group is that of mining and exploration. A review of the Group’s operations for the year ended
31 December 2010 and the indication of likely future developments are set out on pages 8 to 19.
The Options will not vest if an employee or a director resigns or leaves the Company for cause prior to the vesting event taking
place. All the Options will vest immediately upon a takeover offer being made or a change in control of the Company taking
place prior to the Options expiring.
DIRECTORS
The Directors of the Company during the year were:
Mladen Ninkov – Australian – Chairman
Roger Goodwin – British – Finance Director
Dal Brynelsen – Canadian
William Mulligan – American (US)
Under the bye laws of the Company, the Directors serve until re-elected at the next Annual General Meeting of the Company.
Being eligible all the Directors currently in office offer themselves for re-election at the forthcoming Annual General Meeting
of the Company.
The beneficial interests of the Directors holding office at 31 December 2010 and their immediate families in the share capital
of the Company were as follows:
Name
At 31 December 2010
At 1 January 2010
Ordinary
shares
number
Options over
ordinary shares,
number exercisable at
Ordinary
shares
number
Options over
ordinary shares,
number exercisable at
45 pence
20 pence
20 pence
110 pence
Mladen Ninkov
Dal Brynelsen
Roger Goodwin
William Mulligan
33,001
1
577,830
300,001
6,000,000
400,000
1,200,000
400,000
3,000,000
200,000
600,000
200,000
33,001
1
577,830
300,001
3,000,000
200,000
600,000
200,000
6,000,000
400,000
1,200,000
400,000
The options exercisable at 110 pence per share lapsed on 28 February 2010.
The options exercisable at 20 pence per share entitle the holder to subscribe for new ordinary shares in the Company on or
before 31 October 2013. The options vest with each option holder in 3 separate and equal instalments as follows:
a. The first third of each holder’s options vested on 28 October 2008;
b. The second third of each holder’s options vested on 31 December 2009; and
c. The last third of each holder’s options vested on 31 December 2010
CORPORATE GOVERNANCE
Although incorporated in Bermuda and therefore not obliged to comply with the code of best practice established by the
Combined Code issued by the Committee on Corporate Governance, the Company has reviewed and broadly supports this code.
The Company does not comply where compliance would not be commercially justified allowing for the practical limitations
relating to the Company’s size.
The Board of directors includes a number of non executive directors who, other than their shareholding, are independent and
free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
The Board meets regularly and is responsible for the overall strategy of the Group, its performance, management and major
financial matters. All directors are subject to re-appointment annually at each annual general meeting of the Company’s
shareholders.
Various safeguards and checks have been instigated as part of the Company’s system of financial control. These include:
•
•
•
•
•
•
preparation of regular financial reports and management accounts
preparation and review of capital and operational budgets
preparation of regular operational reports
prior approval of capital and other significant expenditure
regular review and assessment of foreign exchange risk and requirements
regular review of commodity prices and assessment of hedging requirements
AUDITOR
Grant Thornton UK LLP have indicated their willingness to continue in office as auditor to the Company and a resolution
proposing their appointment will be put to the forthcoming Annual General Meeting.
26
27
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
DIRECTORS’ REPORT
REPORT OF THE INDEPENDENT AUDITOR
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ACCOUNTS
Bermudan company law and generally accepted best practice requires the Directors to prepare accounts for each financial year
which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In
preparing these accounts, the Directors have:
•
•
•
•
selected suitable accounting policies and applied them consistently;
made judgements and estimates that are reasonable and prudent;
stated whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the accounts; and
prepare the financial statements on a going concern basis unless it is inappropriate to presume the Company will
continue in business.
In so far as the directors are aware:
•
•
there is no relevant information of which the Company’s auditors are unaware; and
the directors have taken all steps that they ought to have taken as directors to make themselves aware of relevant
audit information and to establish that the auditors are aware of that information.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the financial statements comply with the Bermuda Companies
Act 1981 as amended. 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 in the
Company’s website. Legislation in Bermuda and the United Kingdom governing the preparation and dissemination of financial
statements may differ from the legislation in other jurisdictions.
This report was approved by the Board and signed on its behalf by:
Roger Goodwin
Finance Director and Company Secretary
3 May 2011
REPORT OF THE INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GRIFFIN MINING
LIMITED
We have audited the Group financial statements of Griffin Mining Limited for the year ended 31 December 2010 which comprise
the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial
position, consolidated statement of changes in equity, consolidated cash flow statement, the accounting policies and the notes 1
to 27. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company’s members, as a body, in accordance with Section 90 of the Bermuda Companies
Amendment Act 1981 as amended. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Directors’ Responsibilities Statement set out on page 28, the directors are responsible for the
preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to
audit and express an opinion on the Group financial statements in accordance with applicable law and International Standards
on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical
Standards for Auditors.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in
accordance with International Financial Reporting Standards. We also report to you if, in our opinion, the Directors' Report is
not consistent with the financial statements, if the Company has not kept proper accounting records, or if we have not received
all the information and explanations we require for our audit.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial
statements. This other information comprises the Chairman's Statement, Review of Operations and Directors' Report. We
consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend to any other information.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
A description of
www.frc.org.uk/apb/scope/UKP.cfm
the scope of an audit of
financial statements
is provided on
the APB website at
OPINION
In our opinion:
•
•
the financial statements give a true and fair view of the state of the Group's affairs as at 31 December 2010 and
of its profit for the year then ended;
have been properly prepared in accordance with International Financial Reporting Standards as adopted by the
European Union.
Grant Thornton UK LLP
Registered Auditors, Chartered Accountants
London
3 May 2011
28
29
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2010
(expressed in thousands US dollars)
For the year ended 31 December 2010
(expressed in thousands US dollars)
Notes
2010
$000
2009
$000
Revenue
Cost of sales
Gross profit
Net operating expenses
Profit from operations
Share of losses of associated company
Foreign exchange gains
Finance income
Finance losses
Other income
Profit before tax
Income tax expense
Profit after tax
Attributable to non-controlling interests
Attributable to equity share owners of the parent
Basic earnings per share (cents)
Diluted earnings per share (cents)
1
1
1
4
5
6
7
8
9
9
41,050
25,368
Profit for the year
(16,780)
(11,909)
Other comprehensive income
Exchange differences on translating foreign operations
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
Attributable to non-controlling interests
Attributable to equity owners of the parent
24,270
(11,127)
13,143
(109)
38
350
(2,224)
38
11,236
(2,376)
8,860
6,116
2,744
8,860
1.51
1.49
13,459
(7,940)
5,519
(517)
1,956
253
-
35
7,246
(1,013)
6,233
2,621
3,612
6,233
1.99
1.97
2010
$000
8,860
1,374
1,374
10,234
6,218
4,016
10,234
2009
$000
6,233
87
87
6,320
2,616
3,704
6,320
30
31
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 31 December 2010
(expressed in thousands US dollars)
Notes
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets – Exploration interests
Investment in associated company
Current assets
Inventories
Other current assets
Cash and cash equivalents
Total assets
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share capital
Share premium
Contributing surplus
Share based payments
Other reserves
Foreign exchange reserve
Profit and loss reserve
Total equity attributable to equity holders of the parent
Non-controlling interests
Non-current liabilities
Long-term provisions
Current liabilities
Taxation payable
Trade and other payables
Total liabilities
Total equities and liabilities
Number of shares in issue
10
11
12
13
14
15
18
19
2010
$000
77,745
1,481
3,877
83,103
3,136
3,423
66,450
73,009
2009
$000
63,214
1,422
3,986
68,622
2,780
5,279
67,630
75,689
156,112
144,311
1,804
74,948
3,690
2,513
938
8,480
47,631
140,004
6,218
1,817
75,984
3,690
4,790
759
7,234
40,440
134,714
2,616
768
743
1,011
8,111
9,122
1,572
4,666
6,238
156,112
144,311
180,408,496
181,688,497
Attributable net asset value / total equity per share
20
$0.78
$0.74
The accounts on pages 30 to 53 were approved by the Board of Directors and signed on its behalf by:
Mladen Ninkov
Chairman
3 May 2010
32
Roger Goodwin
Finance Director
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33
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
CONSOLIDATED CASH FLOW STATEMENT
ACCOUNTING POLICIES
For the year ended 31 December 2010
(expressed in thousands US dollars)
Notes
4
5
6
16
10
5
11
10
10
10
Net cash flows from operating activities
Profit before taxation
Share of associated company losses
Foreign exchange (gains)
Finance (income)
Finance losses
Adjustment in respect of share based payments
Depreciation, depletion and amortisation
(Increase) / decrease in inventories
(Increase) / decrease in other current assets
Increase / (decrease) in trade and other payables
Net cash inflow from operating activities
Taxation paid
Cash flows from investing activities
Interest received
Payments to acquire intangible assets – exploration interests
Payments to acquire tangible assets – mineral interests
Payments to acquire tangible assets – plant and equipment
Payments to acquire tangible assets – office equipment
Payments to acquire put options
Net cash (outflow) from investing activities
Cash flows from financing activities
Issue of ordinary share capital
Purchase of shares for cancellation
Decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effects of exchange rates
Cash and cash equivalents at the end of the year
Cash and cash equivalents comprise bank deposits
Bank deposits
2010
$000
11,236
109
(38)
(350)
2,224
2,323
2,151
(356)
(747)
3,445
19,997
(2,936)
350
(10)
(10,162)
(4,285)
(36)
(2,239)
(16,382)
97
(1,146)
(1,049)
(370)
67,630
(810)
66,450
2009
$000
7,246
517
(1,956)
(253)
-
495
1,533
446
285
(2,882)
5,431
-
253
(105)
(5,944)
(1,298)
-
-
(7,094)
42
(7)
35
(1,628)
67,193
2,065
67,630
BASIS OF ACCOUNTING
The accounts have been prepared in accordance with applicable International Financial Reporting Standards as issued by the
International Reporting Standards Board and as adopted by the European Union. The significant accounting policies adopted
are detailed below:
ACCOUNTING CONVENTION
The accounts have been prepared under the historical cost convention, except for financial assets which are measured at fair
value.
CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
(a) New and amended standards adopted by the Group
The Group has adopted the following new and amended IFRSs as of 1 January 2010:
•
IFRS 3 (revised), ‘Business combinations’, and consequential amendments to IAS 27 (revised), ‘Consolidated and separate
financial statements’, IAS 28, ‘Investments in associates’, and IAS 31, ‘Interests in joint ventures’, are effective
prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after 1 July 2009. The revised standard continues to apply the acquisition method to
business combinations but with some significant changes compared with IFRS 3. For example, all payments to purchase
a business are recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-
measured through profit or loss. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling
interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net
assets. All acquisition-related costs are expensed. The Group has not made any acquisitions during the year requiring the
application of the revised standard.
(b) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted
by the Group
The following standards and amendments to existing standards have been published and are mandatory for the Group’s
accounting periods beginning on or after 1st January 2011 or later periods, but the Group has not early adopted them:
•
•
IFRS 9 Financial Instruments (effective 1 January 2013)
IAS 24 (Revised 2009) Related Party Disclosures (effective 1 January 2011)
• Amendment to IAS 32 Classification of Rights Issues (effective 1 February 2010)
•
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (effective 1 July 2010)
• Prepayments of a Minimum Funding Requirement - Amendments to IFRIC 14 (effective 1 January 2011)
•
Improvements to IFRS issued May 2010 (some changes effective 1 July 2010, others effective 1 January 2011)
• Disclosures - Transfers of Financial Assets - Amendments to IFRS 7 (effective 1 July 2011)
• Deferred Tax: Recovery of Underlying Assets - Amendments to IAS 12 Income Taxes (effective 1 January 2012)
As far as can be determined the directors anticipate that the adoption of these Standards and Interpretations in future periods
will have no material impact on the financial statements of the Group. The Group does not intend to apply any of these
pronouncements early.
66,450
67,630
CONSOLIDATION BASIS
Included within net cash flows of $370,000 (2009 $1,628,000) are foreign exchange gains of $38,000 (2009 $1,956,000) which
have been treated as realised.
The Group accounts consolidate the accounts of the Company and all its subsidiary undertakings drawn up to 31 December
each year. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to
obtain benefits from its activities. The Group obtains and exercises control through voting rights.
34
35
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
ACCOUNTING POLICIES
ACCOUNTING POLICIES
Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements
of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.
Acquisitions of subsidiaries are dealt with by the purchase method. The purchase method involves the recognition at fair value
of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of
whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the
assets and liabilities of the subsidiary are included in the consolidated balance sheet at their fair values, which are also used as
the bases for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after separating out
identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group's share of the
identifiable net assets of the acquired subsidiary at the date of acquisition.
Under the terms of the joint venture contract establishing the Hebei Hua’ Ao Mining Industry Company Limited, the Company
provided all the funds required to develop the Caijiaying mine and was entitled to 100% of the net cash flows of the subsidiary
for the first three years after commencement of commercial production. With effect from 24 July 2008 the Company’s share of
the cash flows and profits reverted to the underlying equity interest of 60%.
ASSOCIATES
Associates are those entities over which the Group has significant influence but which are neither subsidiaries nor interests in
joint ventures. Investments in associates are recognised initially at cost and subsequently accounted for using the equity method.
Acquired investments in associates are also subject to purchase method accounting. However, any goodwill or fair value
adjustment attributable to the Group’s share in the associate is included in the amount recognised as investment in associates.
All subsequent changes to the Group’s share of interest in the equity of the associate are recognised in the Group's carrying
amount of the investment. Changes resulting from the profit or loss generated by the associate are reported in "share of profits
of associates" in profit or loss and therefore affect net results of the Group. These changes include subsequent depreciation,
amortisation or impairment of the fair value adjustments of assets and liabilities.
Items that have been recognised directly in other comprehensive income of the associate are recognised in other comprehensive
income of the Group. However, when the Group's share of losses in an associate equals or exceeds its interest in the associate,
including any unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made
payments on behalf of the associate. If the associate subsequently reports profits, the investor resumes recognising its share of
those profits only after its share of the profits equals the share of losses not recognised.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the
associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Amounts reported in the financial statements of associates have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
REVENUE
Revenue is measured by reference to the fair value of consideration received or receivable by the Group and comprises amounts
received, net of VAT and production royalties, from sales of metal concentrates to third party customers. Sales are made on a
cash on delivery / collection basis and are recognised on collection or delivery of the concentrate from the Group’s processing
facilities.
NON CURRENT ASSETS
Intangible assets – exploration cost
Expenditure on licences, concessions and exploration incurred on areas of interest by subsidiary undertakings are carried as
intangible assets until such time as it is determined that there are commercially exploitable reserves within each area of interest
and the necessary finance in place, at which time such costs are transferred to property, plant and equipment to be depreciated
over the expected productive life of the asset. The Group’s intangible assets are subject to periodic review at least annually by
the Directors for impairment. Exploration, appraisal and development costs incurred in respect of each area of interest
determined as unsuccessful are written off to profit or loss.
Property, plant and equipment
Mine development expenditure for the initial establishment of access to mineral reserves, together with capitalised exploration,
evaluation and commissioning expenditure, and direct overhead expenses prior to commencement of commercial production
are capitalised to the extent that the expenditure results in significant future benefits.
Property, plant and equipment are shown at cost less depreciation and provisions for the impairment of value (see note 10).
Residual values
Material residual value estimates are updated as required, but at least annually whether or not the asset is re-valued.
Depreciation
All costs capitalised (mineral interest, mill and mine equipment) within an area of interest, are amortised over the current
estimated economic reserve of the area of interest on a unit of production basis.
Office equipment is depreciated over four years on a straight line basis.
Impairment
A review for impairment indicators at each balance sheet date is undertaken. In the event of impairment indicators being
identified, an impairment test is carried out to assess whether the net book value of the capitalised costs in each area of interest
is covered by the discounted future net revenues from reserves within that area of interest. Any deficiency arising is provided
for to the extent that, in the opinion of the Directors, it is considered to represent a permanent diminution in value of the related
asset, and where arising, is dealt with in the income statement as additional depreciation.
Impairment assessments are based upon a range of estimates and assumptions:
ESTIMATE / ASSUMPTION BASIS
Future production
Proven and probable reserves and resource estimates together with processing capacity
Commodity prices
Forward market and longer term price estimates
Exchange rates
Discount rates
Current market exchange rates
Cost of capital risk
MINE CLOSURE COSTS
Mining operations are generally required to restore mine and processing sites at the end of their lives to a condition acceptable
to the relevant authorities and consistent with the Group’s environmental policies. Whilst the Group strives to maintain and
where possible enhance the environment of the Group’s processing sites, provision is made for site restoration costs in the
accounts in accordance with local requirements.
INVENTORIES
Inventories are valued at the lower of cost or net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
•
•
•
Consumable stores and spares, at purchase costs on a first in first out basis
Concentrate stockpiles at cost of direct materials, power, labour, and a proportion of site overhead
Ore stockpiles at cost of direct material, power, labour contractor charges and a proportion of site overhead
36
37
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
ACCOUNTING POLICIES
ACCOUNTING POLICIES
FINANCIAL ASSETS
Financial assets, other than hedging instruments, can be divided into the following categories:
EQUITY
Equity comprises the following:
•
•
•
loans and receivables
financial assets at fair value through profit or loss
available-for-sale financial assets
Financial assets are assigned to the different categories on initial recognition, depending on the characteristics of the instrument
and its purpose. A financial instrument's category is relevant for the way it is measured and whether resulting income and expenses
are recognised in profit or loss or in other comprehensive income.
An assessment of whether a financial asset is impaired is made at least at each reporting date. Financial assets that are substantially
past due or when objective evidence is received that a specific counterparty will default, are also considered for impairment. All
income and expense relating to financial assets are recognised in the income statement line item "finance costs" or "finance
income", respectively.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. They are classified as current assets or non current assets based on their maturity date. Loans and receivables are classified
as either ‘trade and other receivables’ or ‘other financial assets’ in the balance sheet. On initial recognition loans and receivables
are recognised at fair value plus transaction costs. They are subsequently measured at amortised cost using the effective interest
method, less provision for impairment. Any change in their value is recognised in profit or loss. The Group’s other receivables
fall into this category of financial instruments.
FINANCIAL LIABILITIES
The Group’s financial liabilities include trade and other payables, which are measured at amortised cost using the effective interest
rate method. On initial recognition financial liabilities at amortised cost are recognised at fair value net of transaction costs.
Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the instrument. All interest
related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included in the
income statement line items "finance costs" or "finance income".
FOREIGN CURRENCY TRANSACTIONS
The accounts have been prepared in United States dollars being the local currency of Bermuda. Whilst registered in Bermuda
the Company, together with its subsidiaries and associates, operate in China, the United Kingdom, and Australia. The functional
and presentation currency of the parent is US dollars.
Foreign currency transactions by Group companies are recorded in their functional currencies at the exchange rate ruling at the
date of the transaction.
Monetary assets and liabilities have been translated at rates in effect at the balance sheet date. Any realised or unrealised exchange
adjustments have been charged or credited to profit or loss. Non monetary items measured at historical cost are translated using
the exchange rate at the date of the transaction. Non monetary items measured at fair value are translated using the exchange
rates at the date when the fair value was determined.
On consolidation the accounts of overseas subsidiary undertakings are translated into the presentation currency of the Group
at the rate of exchange ruling at the balance sheet date and profit and loss account items are translated at the average rate for
the year. The exchange difference arising on the retranslation of opening net assets is recognised in other comprehensive income
and accumulated in the foreign exchange reserve. All other translation differences are taken to profit and loss.
The balance of the foreign currency translation reserve relating to an operation that is disposed of is reclassified from equity to
profit or loss at the time of the disposal.
•
•
•
•
•
•
•
"Share capital" represents the nominal value of equity shares.
"Share premium" represents the excess over nominal value of the fair value of consideration received for equity
shares, net of expenses of the share issue.
"Contributing surplus" is a statutory reserve for the maintenance of capital under Bermuda company law and was
created on a reduction in the par value of the Company’s ordinary shares on 15 March 2001.
"Share based payments" represents equity-settled share-based remuneration until such share options are
exercised.
"Foreign exchange reserve" represents the differences arising from translation of investments in overseas
subsidiaries.
"Other reserve" represents a statutory retained earnings reserve under PRC law for future investment by Hebei
Hua-Ao.
"Profit and loss reserve" represents retained profits and losses.
EQUITY SETTLED SHARE BASED PAYMENTS
All share-based payment arrangements granted after 7 November 2002 that had not vested prior to 1 January 2005 are recognised
in the financial statements.
All goods and services received in exchange for the grant of any share-based remuneration are measured at their fair values.
Fair values of services are indirectly determined by reference to the fair value of the share options awarded. Their value is
appraised at the grant date and excludes the impact of non-market vesting conditions (for example, production upgrades).
All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to "Share based
payments" in the balance sheet.
If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the
best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any
indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior
to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options
ultimately exercised are different to that estimated on vesting.
Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital.
For the financial year ended 31 December 2010 the total expense recognised in profit or loss arising from share based transactions
was $2,323,000 (2009: $495,000).
SIGNIFICANT JUDGEMENTS AND ESTIMATES
In formulating accounting policies the directors are required to apply their judgement, and where necessary engage professional
advisors, with regard to the following significant areas:
•
•
•
•
•
•
Impairment review assumptions (note 10, 11 and 12)
Provisions for mine closure costs (note 18)
Depreciation (note 10)
Share based payments (note 16)
Determination that investments in associates are not subsidiaries (note 12)
Treatment of non-controlling interests (notes 14, 24 and 25)
38
39
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
ACCOUNTING POLICIES
NOTES TO THE FINANCIAL STATEMENTS
The directors continually monitor the basis on which their judgements are formulated. Where required they will make
amendments to these judgements. Where judgements and estimates are amended between accounting periods, full disclosure of
the financial implications are given within the relevant notes to the Group accounts.
1. SEGMENTAL REPORTING
The Group has one business segment, the Caijiaying zinc gold project in the Peoples Republic of China. All sales and costs of
sales in 2010 and 2009 were derived from the Caijiaying zinc gold project.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments
that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
DIVIDENDS
Dividend distributions payable to equity shareholders are included in "other short term financial liabilities" when the dividends
are approved in a directors meeting prior to the balance sheet date.
TAXATION
Current tax is the tax currently payable based on taxable profit for the year.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided
on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided
on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in
subsidiaries, associates and joint ventures is not provided if reversal of these temporary differences can be controlled by the Group
and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as
well as other income tax credits to the group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable
that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred
tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided
they are enacted or substantively enacted at the balance sheet date.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except
where they relate to items that are recognised in other comprehensive income (such as the revaluation of land) in which case the
related deferred tax is also charged or credited directly to equity.
SEGMENTAL REPORTING
In identifying its operating segments, management generally follows the Group's service lines, which represent the main products
produced by the Group. Management consider there to be only one operating segment being the operations at the Caijiaying
Mine based in China. All activities of the Group are reported through management and the executive directors to the Board of
directors of the Company. The measurement policies the Group uses for Segment reporting under IFRS 8 are the same as those
used in its financial statements.
Corporate assets which are not directly attributable to the business activities of Caijiaying Mine are not allocated to the Chinese
segment but are reviewed in light of operating expenses by the region in which they occur. In the financial periods under review,
this primarily applies to the Group's head office and intermediary holding companies within the Group.
There have been no changes from prior periods in the measurement methods used to determine reported segment profit or loss.
REVENUES
China
COST OF SALES
China
NET OPERATING EXPENSES
China
Australia
European Union
All revenues, cost of sales and operating expenses charged to profit relate to continuing operations.
TOTAL ASSETS
China
Australia
European Union
CAPITAL EXPENDITURE
China
Australia
European Union
2. PROFIT FROM OPERATIONS
Profit from operations is stated after charging
Staff costs
Fair values of options granted to directors and management
Average number of persons employed by the Group in the year
2010
$000
92,979
6,380
56,753
156,112
14,459
25
10
14,494
2010
$000
(4,328)
(2,323)
No.
312
2010
$000
2009
$000
41,050
25,368
(16,780)
(11,909)
(6,813)
(14)
(4,300)
(11,127)
(5,382)
(50)
(2,508)
(7,940)
2009
$000
81,695
4,007
58,609
144,311
7,345
-
2
7,347
2009
$000
(3,772)
(495)
No.
245
40
41
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
3. DIRECTORS’ AND KEY PERSONNEL REMUNERATION
8. INCOME TAX EXPENSE
The following fees and remuneration were receivable by the Directors holding office and key personnel engaged during the
year:
Fees
Salary Share based
payments
$000
$000
$000
95
62
95
62
314
-
314
-
-
409
-
409
789
1,198
1,394
93
278
93
1,858
465
2,323
Mladen Ninkov
Dal Brynelsen
Roger Goodwin
William Mulligan
Key personnel
Security
Costs
$000
Social Total
2010
Fees
Salary Share based
payments
Social Total
2009
Security
Costs
$000
$000
$000
$000
$000
-
-
51
-
51
19
70
1,489
155
833
155
2,632
1,273
3,905
94
65
94
65
318
-
318
-
-
343
-
343
1,033
1,376
297
20
59
20
396
99
495
-
-
43
-
43
20
63
$000
391
85
539
85
1,100
1,152
2,252
No share options were exercised by the directors in the year (2009 none).
Keynes Capital, the registered business name of Keynes Investments Pty Limited as trustee for the Keynes Trust, received fees
under a consultancy agreement of $1,227,000 (2009 $982,000), for the provision of advisory and support services to Griffin
Mining Limited and its subsidiaries during the year, 60% of which fees are charged to Hebei Hua Ao. Mladen Ninkov is a
director and employee of Keynes Investments Pty Limited.
Profit for the year before tax
Tax rate
Expected tax expense:
Adjustment for tax exempt items:
- Income and expenses outside the PRC not subject to tax
- Share of associated company losses
Adjustments for permanent timing differences:
- Other
Adjustments for short term timing differences:
- In respect of accounting differences
- Other
Withholding tax on intercompany charges
2010
$000
11,236
12.5%
1,405
722
14
61
(22)
(2)
198
2009
$000
7,246
12.5%
906
(2)
65
67
(37)
14
-
4. SHARE OF LOSSES OF ASSOCIATED COMPANY
Share of losses of Spitfire Oil Ltd
Taxation charge
2,376
1,013
2010
$000
109
2009
$000
517
The Company is not resident in the United Kingdom for taxation purposes.
Hebei Hua’ Ao paid income tax in the PRC at a rate of 12.5% in 2010 (12.5% in 2009) based upon the profits calculated under
Chinese generally accepted accounting principals (Chinese “GAAP”). Hebei Hua’ Ao has benefited from a reduced tax rate for
past investment with the applicable PRC tax rate rising in 2011 to 25%.
Griffin acquired 16,666,667 ordinary shares in Spitfire Oil Ltd (“Spitfire”), representing a 39.2% interest in the issued share
capital of Spitfire, at 15p per share for a total cash consideration of £2,500,000 on 27 November 2008.
5. FINANCE INCOME
Interest on bank deposits
6. FINANCE LOSSES
Losses on revaluation of zinc put options
7. OTHER INCOME
Scrap and other sundry sales
2010
$000
350
2010
$000
(2,224)
2010
$000
38
2009
$000
253
2009
$000
-
2009
$000
35
9. EARNINGS PER SHARE
The calculation of the basic earnings per share is based upon the earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the year. The calculation of diluted earnings per share is based on the basic
earnings per share on the assumed conversion of all dilutive options and other dilutive potential ordinary shares.
Reconciliation of the earnings and weighted average number of shares used in the calculations are set out below:
2010
Earnings
$000
Weighted
average
number of
shares
Per
share
amount
(cents)
Earnings
$000
2009
Weighted
average
number
of shares
Per
share
amount
(cents)
2,744
181,579,409
1.51
3,612
181,560,512
1.99
Basic earnings per share
Earnings attributable to
ordinary shareholders
Dilutive effect of securities
Options
-
2,648,124
-
-
1,906,603
-
Diluted earnings per share
2,744
184,227,533
1.49
3,612
183,467,115
1.97
42
43
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
10. PROPERTY, PLANT AND EQUIPMENT
At 1 January 2009 net of accumulated depreciation
Foreign exchange adjustments
Additions during the year
Rehabilitation provision
Depreciation charge for the year
At 31 December 2009
Foreign exchange adjustments
Additions during the year
Rehabilitation provision
Depreciation charge for the year
At 31 December 2010
At 31 December 2008
Cost
Accumulated depreciation
Net carrying amount
At 31 December 2009
Cost
Accumulated depreciation
Net carrying amount
At 31 December 2010
Cost
Accumulated depreciation
Net carrying amount
Mineral
interests
$000
42,182
(18)
5,944
-
(870)
47,238
1,639
10,162
(29)
(1,251)
57,759
Mill and
mobile mine
equipment
$000
14,699
(7)
1,296
645
(659)
15,974
589
4,285
-
(885)
19,963
Office furniture
and equipment
$000
4
-
2
-
(4)
2
-
36
-
(15)
23
Total
$000
56,885
(25)
7,242
645
(1,533)
63,214
2,228
14,483
(29)
(2,151)
77,745
$000
$000
$000
$000
45,521
(3,339)
42,182
51,445
(4,207)
47,238
63,408
(5,649)
57,759
17,517
(2,818)
14,699
19,547
(3,573)
15,974
24,554
(4,591)
19,963
46
(42)
4
48
(46)
2
84
(61)
23
63,084
(6,199)
56,885
71,040
(7,826)
63,214
88,046
(10,301)
77,745
Mineral interests comprise the Group’s interest in the Caijiaying ore bodies including cost on acquisition, plus subsequent
expenditure on licences, concessions, exploration, appraisal and construction of the Caijiaying mine including expenditure for
the initial establishment of access to mineral reserves, commissioning expenditure, and direct overhead expenses prior to
commencement of commercial production and together with the end of life restoration costs.
At 31 December 2010 and 2009 there were no indications of impairment in the net book values of the capitalised cost.
The office furniture and equipment disclosed above relates solely to the fixed assets of the Company and China Zinc Pty Ltd.
11. INTANGIBLE ASSETS
China – Zinc / gold exploration interests
At 1 January 2009
Foreign exchange adjustments
Additions during the year
At 31 December 2009
Foreign exchange adjustments
Additions during the year
At 31 December 2010
44
$000
1,313
4
105
1,422
49
10
1,481
Intangible assets represent cost on acquisition, plus subsequent expenditure on licences, concessions, exploration, appraisal and
development work. Where expenditure on an area of interest is determined as unsuccessful such expenditure is written off to
profit or loss. The recoverability of these assets depends, initially, on successful appraisal activities, details of which are given in
the report on operations. The outcome of such appraisal activity is uncertain. Upon economically exploitable mineral deposits
being established, sufficient finance will be required to bring such discoveries into production. At 31 December 2010 no amounts
had been provided or charged to the income statement in respect of the above exploration costs.
12. INVESTMENT IN ASSOCIATED COMPANY
At 1 January
Share of losses of Spitfire Oil Limited
At 31 December
2010
$000
3,986
(109)
3,877
2009
$000
4,503
(517)
3,986
Griffin acquired 16,666,667 ordinary shares in Spitfire Oil Ltd (“Spitfire”), representing a 39.2% interest in the issued share
capital of Spitfire, at 15p per share for a total cash consideration of £2,500,000 ($4,542,000) on 27 November 2008.
Mladen Ninkov and Roger Goodwin are directors of Spitfire Oil Ltd giving Griffin significant influence over the financial and
operating policy decisions of Spitfire.
Spitfire’s principal activity is the pursuance of the production of fuel oil and distillate from the Salmon Gums Lignite deposits
in Western Australia.
Summarised financial information on Spitfire Oil Limited
(expressed in thousands Australian dollars)
Loss before income tax
(190)
(1,202)
Six months to 31 December 2010
Unaudited
Aus$000
Year to 30 June 2010
Audited
Aus$000
ASSETS
Current assets
Non-current assets
Total assets
LIABILITIES
Current and total liabilities
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
31 December 2010
Unaudited
Aus$000
30 June 2010
Audited
Aus$000
8,077
7,948
16,025
(39)
15,986
20,854
790
(5,658)
15,986
7,992
8,257
16,249
(74)
16,175
20,854
790
(5,469)
16,175
Spitfire Oil Ltd reported no contingent liabilities at 31 December 2010 (30 June 2010 nil)
The directors have considered the carrying value of the Company’s investment in Spitfire Oil Limited by reference to current
market conditions, underlying assets and to projected discounted cash flow projections of Spitfire Oil Limited’s principal venture.
45
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
13. INVENTORIES
Underground ore stocks
Surface ore stocks
Concentrate ore stocks
Spare parts and consumables
2010
$000
850
890
-
1,396
3,136
2009
$000
471
1,412
33
864
2,780
All inventories are expected to be sold, used or consumed within one year of the balance sheet date. Inventories costing $312,000
(2009: $1,283,000) were recognised as an expense in the year.
14. OTHER CURRENT ASSETS
Zinc put options
Other receivables
Prepayments
2010
$000
14
2,792
617
3,423
2009
$000
-
3,567
1,712
5,279
Other receivables include advances of $2,029,000 (2009: $3,078,000) to related parties, recoverable from future share of profits
(note 25). The non-controlling share of the profits of Hebei Hua' Ao Mining Industry for 2010 amounting to $6,218,000 are
offsetable against this.
Number
-
4,700,001
10,000,000
14,700,001
16. SHARE OPTIONS AND WARRANTS
At 1 January
2010
Number
Granted At 31 December
2010
(Exercised)
(lapsed)
Number
Options exercisable at 110 pence per share to 28 February 2010 (lapsed)
Options exercisable at 20 pence per share to 31 October 2013 (exercised)
Options exercisable at 45 pence per share to 28 February 2015 granted
10,000,000
5,000,000
-
15,000,000
(10,000,000)
(299,999)
10,000,000
(299,999)
The following table shows the number and weighted average exercise price of all the unexercised share options and warrants at
the year end:
Outstanding at 1 January
Granted during the year
Lapsed during the year
Exercised in year
Outstanding at 31 December
2010
Number Weighted average
exercise price
2009
Number Weighted average
exercise price
15,000,000
10,000,000
(10,000,000)
(299,999)
14,700,001
80.0
45.0
(110.0)
(20.0)
37.00
20,475,000
-
(5,475,000)
-
15,000,000
76.0
-
(65.0)
-
80.00
The estimated value of the options exercisable at 110p up to 28 February 2010, which vested in 3 tranches of 3,333,333 each,
were 25.19p, 25.87p and 26.52p.
The estimated value of the options exercisable at 20p up to 31 October 2013, which vest in 3 tranches of 1,666,666 each, were
4.0p, 4.2p and 4.42p.
The estimated value of the options exercisable at 45p up to 28 February 2010, which vest in 3 tranches of 3,333,333 each, were
18.68p, 19.45p and 21.12p
15. SHARE CAPITAL
AUTHORISED:
Ordinary shares of US$0.01 each
CALLED UP ALLOTTED AND FULLY PAID:
Ordinary shares of US$0.01 each
At 1 January
Issued during the year
Bought back in for cancellation
At 31 December
2010
2009
Number
$000
Number
$000
1,000,000,000
10,000
1,000,000,000
10,000
Inputs into the Binomial valuation model were as follows:
181,688,497
299,999
(1,580,000)
180,408,496
1,817
3
(16)
1,804
181,589,731
133,333
(34,567)
181,688,497
1,816
1
-
1,817
Share price
Exercise price
Expected volatility
Risk free yield
Dividend yield
Options expiring
28 February 2015
Options expiring
31 October 2013
Options expired
28 February 2010
43.25p
45.0p
65%
2.84%
0%
14.0p
20.0p
60%
3.97%
4%
105.8p
110p
33%
5.1%
0%
During 2010 1,580,000 ordinary shares were bought in for cancellation from the market under a buy back programme at an
average price of 46.6 UK pence ($0.72) per share.
On 28 January 2010 133,333 new ordinary shares and on 29 April 2010 166,666 new ordinary shares were issued on the exercise
of options at 20 pence ($0.32) per share.
Expected volatility was determined by calculating the historical volatility of the Company’s share price with reference to the
correlation with the zinc price and zinc price volatility over the same period. The Binomial model used assumes that the options
will be exercised early when the share price exceeds the exercise price by a multiple of two.
The Group recognised a total expense of $2,323,000 (2009: $495,000) during the year ended 31 December 2010 relating to
equity settled share option scheme transactions.
17. DIVIDENDS
No dividends were paid in 2010 (2009 nil)
46
47
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
18. LONG-TERM PROVISIONS
PROVISIONS FOR MINE CLOSURE COSTS
At 1 January
Transfer property plant and equipment (note 10)
Foreign exchange adjustments
At 31 December
2010
$000
743
(29)
54
768
2009
$000
98
645
-
743
21. RISK MANAGEMENT (CONTINUED)
The following table illustrates the sensitivity of the net results for the year and equity in regards to the Group’s sterling deposits
and the sterling US Dollar exchange rate. It assumes a + / - 10% change in the sterling exchange rate for the year ended 31
December 2010. These changes are considered to be reasonable based on observation of current market conditions for the year
ended 31 December 2010. The sensitivity analysis is based upon the Group’s sterling deposits at each balance sheet date.
If sterling had strengthened against the US Dollar by 10% (2009: 10%) this would have had the following impact:
During 2007 the Group paid a bond under PRC regulations to be used to cover end of mine life restoration costs. Provision
for mine closure and rehabilitation costs have been made in accordance with the laws and regulations of China at a rate of Rmb
0.5 per tonne of estimated resources.
Net result for the year and on equity
2010
$000
4,782
19. TRADE AND OTHER PAYABLES
Trade creditors
Other creditors
Accruals
2010
$000
6,137
313
1,661
8,111
2009
$000
2,638
654
1,374
4,666
All amounts are short term. The carrying values of all trade and other payables are considered to be a reasonable approximation
of fair value.
20. ATTRIBUTABLE NET ASSET VALUE / TOTAL EQUITY PER SHARE
The attributable net asset value / total equity per share has been calculated from the consolidated net assets / total equity of the
Group at 31 December 2010 of $140,004,000 ($134,714,000 at 31 December 2009) divided by the number of ordinary shares
in issue at 31 December 2010 of 180,408,496 (181,688,497 at 31 December 2009).
21. RISK MANAGEMENT
The Group is exposed to a variety of financial risks which result from its operating and investing activities. The Group’s risk
management is coordinated by its senior management and executive directors and focuses on actively securing the Group’s short
to medium term cash flows.
Foreign Currency Risk
The majority of the Group’s operational and financial cash flows are denominated in Renminbi and United States Dollars with
sterling bank deposits held to cover future sterling expenditure estimates. Associates operational and financial cash flows are
denominated in Australian dollars.
Currently the Group does not carry out any significant operations in currencies outside the above.
The Group currently does not have a foreign currency hedging policy. However, the management monitors foreign exchange
exposure and will consider hedging significant foreign currency exposure should the need arise. In addition, the conversion of
Renminbi into foreign currencies is subject to the rules and regulations of foreign exchange control promulgated by the
government of the PRC.
Sterling bank deposits translated into United States Dollars at the closing rate are as follows:
2009
$000
5,285
2009
$000
(4,324)
If sterling had weakened against the US Dollar by 10% (2009 10%) this would have the following impact:
Net result for the year and on equity
2010
$000
(3,912)
Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. Nonetheless, the
analysis above is considered to be indicative of the Group’s exposure to currency risk.
With the Renminbi exchange rate linked to the value of the US dollar and with minimal amounts held in Australian dollars,
the effect on the net results and equity of changes in Renminbi and Australian dollar exchange rates are not expected to be
significant.
Foreign currency denominated financial assets and liabilities, translated into US Dollars at the closing rate, are as follows:
2010
Rmb
$000
AusD
$000
GBP
$000
2009
Rmb
$000
AusD
$000
GBP
$000
43,163
10,620
2,503
47,583
13,890
21
(368)
(8,712)
(38)
(147)
(4,501)
(18)
42,795
1,908
2,465
47,436
(9,389)
3
Financial assets
Financial liabilities
Short term exposure
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s bank deposits with floating
interest rates. The Group currently does not have an interest rate hedging policy.
The following table illustrates the sensitivity of the net results for the year and equity to a reasonably possible change in
interest rates of + 300% and - 100% (2009 + 300% - 100%), with effect from the beginning of the year. These changes are
considered to be reasonable based on observation of current market conditions within which the Group operates. The sensitivity
analysis is based upon the Group’s deposits at each balance sheet date.
Short term bank deposits
48
2010
$000
43,038
2009
$000
47,562
Net result for the year
2010
2009
Plus 300%
Minus 100%
Plus 300%
Minus 100%
$000
272
$000
(90)
$000
292
$000
(97)
49
G R I F F I N M I N I N G L I M I T E D
R E P O RT A N D A C C O U N T S 2 0 1 0
22. CAPITAL MANAGEMENT AND PROCEDURES
The Group’s capital management objectives are:
• To ensure the Group’s ability to continue as a going concern;
• To increase the value of the assets of the Group: and
• To enhance shareholder value in the Company and returns to shareholders.
The achievement of these objectives is undertaken by developing existing ventures and identifying new ventures for future
development. The Company will also undertake other transactions where these are deemed financially beneficial to the Company.
The directors continue to monitor the capital requirements of the Group by reference to expected future cash flows. Capital
for the reporting periods under review is summarised in the consolidated statement of changes in equity.
23. FINANCIAL INSTRUMENTS
Other than put options purchased during the year (note 21), the Group does not enter into derivative transactions such as interest
rate swaps, forward rate agreements or forward currency contracts. The Group has no borrowings other than trade creditors
and funds in excess of immediate requirements are placed in US dollar and sterling short term fixed and floating rate deposits.
The Group has overseas subsidiaries operating in China and Australia, whose costs are denominated in local currencies.
In the normal course of its operations the Group is exposed to commodity price, foreign currency and interest rate risks.
The Group places funds in excess of immediate requirements in US dollar and sterling deposits with a number of banks to spread
currency, interest rate and bank risk. These deposits are kept under regular review to maximise interest receivable and with
reference to future expenditure and future currency requirements.
Commodity prices are monitored on a regular basis to ensure the Group receives fair value for its products.
NOTES TO THE FINANCIAL STATEMENTS
21. RISK MANAGEMENT (CONTINUED)
Fixed and non interest bearing financial assets and liabilities are as follows:
Floating
interest
rate
2010
Non
interest
bearing
Total
Floating
interest
rate
2009
Non
interest
bearing
Total
$000
$000
$000
$000
$000
$000
66,450
-
66,450
-
2,792
2,792
66,450
2,792
69,242
67,630
-
67,630
-
3,567
3,567
67,630
3,567
71,197
Financial Assets
Cash at bank
Other receivables
Total Financial Assets
Trade and other payables
Total Financial Liabilities
-
-
(8,111)
(8,111)
(8,111)
(8,111)
-
-
(4,666)
(4,666)
(4,666)
(4,666)
Net Financial Assets / (Liabilities)
66,450
(5,319)
61,131
67,630
(1,099)
66,531
Commodity risk
The Group is exposed to the risk of changes in commodity prices and in particular that for zinc, gold and to a lesser extent silver
and lead. The Group currently sells its metal concentrate production by way of open auctions in China. In 2010 the Company
purchased put options at a strike price of $1,700 over 24,000 tonnes of zinc metal in concentrate. The Group has not hedged
its metal production in 2009.
The following table illustrates the sensitivity of the net results for the year and equity to a reasonably possible change in the
market price of zinc and gold of plus 20% and minus 20% (2009 plus 20% and minus 20%), with effect from the beginning of
the year. These changes are considered reasonable based upon observation of current market conditions within which the Group
operates. This sensitivity analysis is based upon the Group’s sales in each year.
Net results for the year - zinc
Net results for the year - gold
Credit risk
2010
Plus 20% Minus 20%
$000
$000
5,327
1,312
(5,327)
(1,312)
2009
Plus 20%
$000
Minus 20%
$000
3,553
687
(3,553)
(687)
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading
to a financial loss. The Group is exposed to credit risk from its financing activities, including deposits with banks and financial
institutions, foreign exchange transactions and other financial instruments. The Group does not have trade receivables and does
not hold collateral as security.
Credit risk from balances with banks and financial institutions is managed by the Board. Investments of surplus funds are made
only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed
by the Griffin Board on a regular basis. The limits are set to minimise the concentration of risks and therefore mitigate financial
loss through potential counterparty failure. No material exposure is considered to exist by virtue of the possible non performance
of the counterparties to financial instruments
Fair value hierarchy
The Group adopted the amendments for IFRS 7 ‘Improving Disclosures about Financial Instruments’ effective from 1 January
2009. These amendments require the Group to present certain information about financial instruments measured at fair value
in the statement of financial position. On review of the financial instruments held by the Group management do not consider
this relevant to the Group.
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24. SUBSIDIARY COMPANIES
27. CONTINGENT LIABILITIES
As described in note 24, the joint venture contract establishing the Hebei Hua’ Ao Mining Industry Company Ltd provides
that 100% of the cash flows and profits generated by the joint venture in the first three years from commencement of commercial
production be paid to the foreign party (China Zinc). Thereafter, being with effect from 24 July 2008, the cash flows are
shared 60% by the foreign party and 40% by the Chinese party, in accordance with their share in the equity interest in the
joint venture. The registered capital (equity) of Hebei Hua' Ao was provided in full by China Zinc. In 2008 Hebei Hua’ Ao
incurred losses and in view of the uncertainties in recovering the Chinese partners’ share of these losses, full provision was made
against the non-controlling share of losses from 24 July to 31 December 2008. In view of the unusual nature of the joint venture
contract and uncertainty as to its interpretation, with all the registered capital of Hebei Hua’ Ao being provided by China
Zinc, provision has only been made for the non-controlling interest in the profits of Hebei Hua Ao for 2009 and 2010 with no
provision made in respect of the net assets of Hebei Hua’ Ao. At 31 December 2010, the net assets of Hebei Hua’ Ao after
distributions due amounted to $31.4m. The non-controlling share of the net assets at 31 December 2010 on a termination of
Hebei Hua’ Ao could amount to $12.5m.
At 31 December 2010, Griffin Mining Limited had interests in the share capital of the following principal subsidiary companies.
Name
Class of Share
held
Proportion of
shares held
Nature of
business
Country of
incorporation
China Zinc Pty Ltd
Ordinary
China Zinc Limited
Ordinary
Hebei Hua’ Ao Mining
Industry Company Ltd*
Panda Resources Ltd
Ordinary
Hebei Sino Anglo Mining
Development Company Ltd*
100%
100%
60%**
100%
90%
Service company
Australia
Holding company
Hong Kong
Base and precious
metals mining and
development
China
Holding company
England
Mineral exploration
and development
China
* China Zinc Ltd, China Zinc Pty Ltd and Panda Resources Ltd are directly owned by the Company. China Zinc Ltd has a
controlling interest in Hebei Hua’ Ao Mining Industry Company Ltd, see below, and Panda Resources Ltd has a 90%
controlling interest in Hebei Sino Anglo Mining Development Company Ltd.
** The joint venture contract establishing the Hebei Hua’ Ao Mining Industry Company Ltd provides that 100% of the cash
flows generated by the joint venture in the first three years from commencement of commercial production (commenced in
the second half of 2005) be paid to the foreign party (China Zinc). Thereafter, being with effect from 24 July 2008, the foreign
party (China Zinc) receives 60% of the cash flows, in accordance with its share in the equity interest in the joint venture. The
non-controlling share of the losses of Hebei Hua' Ao Mining Industry Company Ltd for 2008 amounting to $633,000
(2007 nil) have been fully provided against.
25. RELATED PARTY TRANSACTIONS
At 31 December 2010 Hebei Hua’ Ao had advanced Rmb13,407,000 ($2,029,000) (31 December 2009 Rmb 18,003,000
($2,637,000)) to the Zhangjiakou Caijiaying Lead Zinc Mining Company, that holds a 40% interest in Hebei Hua’ Ao. This
loan is non-interest bearing and repayable from their future share of the profits of Hebei Hua’ Ao. In addition, at 31 December
2009 Hebei Hua’ Ao had advanced Rmb 3,009,000 ($441,000) to the 3rd Geological Brigade of the Hebei Province, a partner
in the Zhangjiakou Caijiaying Lead Zinc Mining Company. This loan was repaid in 2010 from distribution of profits.
26. COMMITMENTS
At 31 December 2010 the Group had capital commitments of $1,340,000 (31st December 2009 $3,066,000).
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Caijiaying Mine
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G R I F F I N M I N I N G L I M I T E D
CORPORATE INFORMATION
London office:
6th & 7th Floors, 60 St James’s Street, London. SW1A 1LE. UK.
Telephone: + 44 (0)20 7629 7772
Facsimile: + 44 (0)20 7629 7773
Email: griffin@griffinmining.com
Web site: www.griffinmining.com
Registered office:
Clarendon House, 2 Church Street, Hamilton. HM11. Bermuda.
China Zinc office:
Levels 9 & 11, BGC Centre, 28 The Esplanade, Perth, WA 6000. Australia.
Telephone: + 61 (0)8 9321 7143
Facsimile: + 61 (0)8 9321 7035
Directors:
Mladen Ninkov (Chairman)
Roger Goodwin (Finance Director)
Dal Brynelsen
William Mulligan
Company Secretary:
Roger Goodwin
Nominated Adviser
and Broker for AIM:
Panmure Gordon (UK) Limited
Moorgate Hall, 155 Moorgate, London. EC2M 6XB. UK.
Auditors:
Solicitors:
Grant Thornton UK LLP
Grant Thornton House, Melton Street, London. NW1 2EP. UK.
Mallesons Stephen Jaques
Unit 2925, South Tower, Beijing Kerry Centre, 1 Guang Hua Road,
Chao Yang District, Beijing 100020. PRC
Conyers Dill & Pearman
Clarendon House, Church Street, P.O. Box HM 666, Hamilton. HMCX. Bermuda.
Addleshaw Goddard LLP
Milton Gate, 60 Chiswell Street, London. EC1Y 4AG. UK.
Bankers:
HSBC Bank plc
27-32 Poultry, London. EC2P 2BX. UK
National Westminster Bank PLC.
St James’s and Piccadilly, London. W1A 2DG. UK.
The Bank of Bermuda Ltd
6 Front Street, Hamilton. HM11. Bermuda.
UK Registrars
and Transfer Agents:
Capita Registrars (Jersey) Limited
12 Castle Street, St Helier, Jersey, JE2 3RT. UK.
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