ANNUAL REPORT 2011
ABN 42 127 042 773
Contents
SECTION
PAGE
01
02
03
04
05
06
07
08
09
10
11
12
13
14
Company Information
Review of Operations
Directors’ Report
Corporate Governance Statement
Auditor’s Independence Declaration
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholders Details
Interest in Exploration Leases
1
2
20
28
37
38
39
40
41
42
59
60
62
64
Photographs contained in this Annual Report are for illustration purposes only and are not necessarily assets of the Company.
Company Information
01
ABN
Directors
Secretary
Registered Office
42 127 042 773
John Bentley
Chris Sangster
Phillip Jackson
Shane Sadleir
Peter Newcomb
63 Lindsay Street
Perth, WA 6000
Telephone:
Facsimile:
Email:
Non-Executive Chairman
CEO / Managing Director
Non Executive Director
Non Executive Director
+61 8 9428 2950
+61 8 9428 2955
sgz@scotgoldresources.com
Share Registry
Computershare Investor Services Pty Ltd
Level 2, Reserve Bank Building
45 St Georges Terrace
Perth, WA 6000
Telephone:
Facsimile:
+61 8 9323 2000
+61 8 9323 2033
HLB Mann Judd
Level 4, 130 Stirling Street
Perth, WA 6000
Telephone:
Facsimile:
+61 8 9227 7500
+61 8 9227 7533
Bankwest
54 Adelaide Street
Fremantle, WA 6160
Auditor
Bankers
Securities Exchange Listing
Scotgold Resources Limited Shares are listed on the Australian Securities
Exchange. The home exchange is Perth, Western Australia.
ASX Codes
AIM Code
Website
Shares
Options
Shares
SGZ
SGZO
SGZ
www.scotgoldresources.com
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
1
02
Review of
Operations
ABOUT SCOTGOLD
Australian Securities Exchange listed Scotgold Resources Limited (ASX:SGZ) was established in 2007 and listed on
the ASX in January 2008 after raising $A4.9M through an IPO, with the objective of advancing the Cononish Gold
and Silver Project in Scotland’s Grampian Highlands to a production decision and to explore the highly prospective
tenements comprising the Grampian Gold Project for additional deposits.
Scotgold has focused initially on the development of the Cononish Gold and Silver Project and has identified resources
(estimated in accordance with the JORC Code) in the Measured, Indicated and Inferred categories (see later for
breakdown) of 163,000 oz of gold and 596,000oz of silver (at 3.5g/t gold cut-off).
An application for planning permission for the project was submitted in January 2010 and was narrowly refused by
the National Parks Board in August 2010. The Company subsequently submitted an appeal against the decision in
November 2010.
Based on further discussions with the Planning Authority, the Company indicated its intention to re-apply for permission
in December 2010 and subsequently withdrew its appeal and submitted a revised application in July 2011.
On 13th October 2011, the Director of Planning issued a report to the Parks Board recommending approval of the
application and at a special meeting on 25th October, the Board approved the application subject to conditions.
Production of gold and silver is expected to begin in second quarter 2013 subject to financing, based on the positive
outcome of a scoping study conducted by AMC Consultants UK Limited (AMC) which used a long term gold price of
US$720/oz. This study is currently being updated with a view to finalising development options.
The Grampian Gold Project comprises relevant Crown Licences of some 3200km2 surrounding the Cononish deposit
and covers some of the most prospective areas of the Dalradian geological sequence in the UK. This sequence extends
westward from the UK to the eastern seaboard of Canada and the Appalachian belt in the US, and eastward into Sweden
and Norway, has been identified by the British Geological Survey as being highly prospective for both significant gold and
base metal deposits. On a more local scale, the Dalradian sequence extends to the south west from Scotland into the
north of Ireland where it hosts other gold deposits at Cavancaw (399,800 oz of gold) which has been operating as an open
cut mine since 2006, Curraghinalt (1,560,000 oz of gold), and at Clontibret (1,030,000 oz of gold).
On acquisition of the Cononish Gold and Silver Project, Scotgold accessed significant amounts of historic exploration
information over the Grampian Gold Project area. This information has been assimilated into a GIS database and forms
the basis for ongoing exploration activities which include regional stream sediment sampling, rock chip sampling over
the area and diamond drilling (both shallow surface and deeper drilling) at identified key prospects.
The Company’s shares were admitted to trading on the AIM market of the London Stock Exchange in February 2010.
02
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
2
Review of Operations
02
Scotgold’s Grampian Gold Project license areas in relation to regional geology and structures, gold deposits and operating gold mines in
Scotland and Ireland.
Cononish Gold and Silver Project - Regional geology showing principal gold occurrences and regional geochemical anomalies.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
3
02
Review of Operations
CONONISH GOLD AND SILVER PROJECT
CONONISH MINE PLANNING APPLICATION
The Cononish gold and silver project was initially granted planning permission in 1996 for the establishment of an
underground mine, processing facility, tailings management facility and associated infrastructure. The permission was
valid for ten years from the commencement of the development (deemed to have started in April 1997). In April 2007,
prior to expiry of the permission, Scotgold submitted an application for extension which remains undetermined and
would be withdrawn on final grant of a ‘new’ permission.
Scotgold submitted a ‘new’ application for planning in January 2010 after the requisite consultation processes which
drew widespread local support. In August 2010, after a recommendation for refusal by the Director of Planning at the
National Parks, the Parks Board narrowly upheld this recommendation at a special Board meeting. The Company
submitted an appeal against the decision in November 2010.
Subsequent to the decision, Scotgold’s directors met on several occasions with senior representatives of the Parks
Authority to discuss the issues surrounding their recommendation for refusal, namely the potential landscape and visual
impact of the proposed Tailings Management Facility as a consequence of its scale and landform and the probability of
success of the restoration techniques proposed. The Company focused on resolving these concerns and sought additional
independent input regarding restoration and landscape issues with a view to reapplying for planning permission.
Based on the result of these meetings, Scotgold lodged a Planning Application Notice in December 2010 as the start of
the process of re-application including further public consultation. A substantial proportion of the community attended
the open day in 2011 and continued public support for the project was most encouraging. This support has continued
to be reflected in reporting on the Cononish project by the mainstream UK news media over the last few months.
During April 2011 the Company announced that it had accepted an offer of a Regional Selective Assistance (RSA)
grant from economic development agency, Scottish Enterprise, of up to £600,000 for the establishment of mine
facilities and job creation, conditional on the firm obtaining planning permission.
Scotgold submitted its revised application for planning permission for the Cononish Gold and Silver project on 17th July
2011 and was again encouraged by the widespread support registered from a range of national and local organizations
as well as individuals including local residents, politicians, academia and Scottish based jewellers.
The revised application incorporated a significant reduction in the scale of the Tailings Management Facility (afforded
by a commitment to underground disposal, post the creation of a suitable underground void) and a revised form for
this Facility, in order to minimize the visual impact on the landscape. The application also incorporated more detailed
restoration techniques and a number of additional measures aimed at mitigating possible impacts of the development.
The application was prepared with the assistance of Scotgold’s planning and environmental consultants, Dalgleish
Associates. Dalgleish Associates is a well established consultancy based in Scotland, specialising in resource (minerals
and renewable energy) projects in the United Kingdom with considerable expertise in the Scottish system.
Technical input regarding the application was provided by Scotgold’s tailings consultants AMEC Earth and
Environmental (UK) (AMEC), Cantab Consulting (as competent person for ‘sign off’ of the tailings management facility),
Vibrock Ltd (ground vibration and noise consultants) and Rathmell (archaeological studies) as well as by independent
specialists in the fields of restoration, landscape and visual impacts and socio economic studies by Ecological
Restoration Consultants Ltd, Land Use Consultants and Professor David Bell of Stirling University respectively.
At the closure of the ‘formal’ consultation period in September 2011, SEPA (as previously) raised no objection to the
application and although SNH raised a ‘technical’ objection regarding mitigatory works proposed by Scotgold as part
of the Greater Cononish Glen Management Plan, indicated in their response, that it was capable of being resolved
through the application of suitable conditions. The objection was subsequently withdrawn prior to the Board meeting on
agreement of conditions .
On 13th October 2011, the Director of Planning issued a report recommending approval of the application subject to
conditions, this recommendation for approval was upheld by the National Parks Board at a special board meeting on
24 / 25 October 2011.
Subsequent to the planning decision, a number of legal agreements require to be completed regarding the
development and three months from the conclusion of these, the Crown Estate will issue the requisite mining lease,
which is expected to be in early 2012.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
4
Review of Operations
02
PROJECT STUDIES
In late 2008, Scotgold commissioned Australian Mining Consultants (AMC) to conduct a scoping study on the Cononish
Gold and Silver Project. A summary of the study was announced to the ASX on 17th February 2009 - Cononish
Scoping Study confirms economic viability.
The study estimated annualised production of 21,000 ozs of gold and 80,000 ozs of silver for a six and a half year
production life. Returns using the then spot price of gold (£662 / oz) gave an NPV10 of £25.6M and an IRR of 74%.
Operating costs were estimated to be £229 /oz.
In June 2010, Scotgold commissioned AMC to update critical components of the 2009 study though this work was put
on hold subsequent to the planning refusal in August 2010.
Scotgold are in the process of re-engaging AMC to resume work on the update. It is intended that AMC review and
update the mining development and production schedule and mining capital and operating costs (with a target +/-15%
accuracy) based on the updated resource at Cononish (see ASX Release 5th February 2010 – Cononish Drilling and
JORC Update).
AMC will also oversee the compilation of the overall Project Development Study with contributions from the Company,
its processing, tailings and environmental consultants as a key component of its development decision and basis for
examining possible funding arrangements. The study is expected to be completed by December 2011.
During the 2010 study period, Scotgold completed a further phase of metallurgical testwork at AMMTEC Laboratories
in Perth (Australia), to optimize and finalise the plant flowsheet. The testwork examined various combinations of
flotation and gravity / flotation circuits to maximise gold recovery to ‘free gold’ (recovered on site) and overall recovery.
All testwork indicated a high amenability to the proposed flowsheet arrangements with recoveries from all testwork in
excess of 90% for gold.
Following this detailed metallurgical testwork programme, Scotgold commissioned a Definitive Costing Study (+/- 10%
accuracy) for the Cononish project processing plant. The study was substantially completed in September 2010 and
Scotgold are in discussion to update capital and operating costs as input to the Project Development Study.
The proposed flowsheet encompasses two stage crushing, milling followed by a gravity recovery section and
subsequent flotation. Concentrates from both the gravity and flotation process will be combined and reground
to maximize recovery of ‘free gold’ and to reduce the mass of concentrate required to be transported for further
processing.
As part of the revised planning application, AMEC completed a revised feasibility level design for the Tailings
Management Facility for the Cononish project. The design provides for a facility to retain 0.4Mt of tailings in line with
the reduction of visual impacts discussed with the Park Authority and is designed in accordance with all applicable EU
and UK legislation. Initial discussions have been held with potential contractors to provide costing input to the Project
Development Study.
Indicative Key Milestones for Project Development
October 2011
December 2011
February 2012
April 2012
Planning Approval subject to conditions
Project Development Study by AMC complete
Issue of Crown lease
Financing arrangements for project concluded
Second quarter 2012
Commencement of project development
Subject to the successful outcome of these project milestones, Scotgold anticipates first gold production in second
quarter 2013.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
5
02
Review of Operations
RESOURCES
In May 2008, Scotgold released the first Mineral Resource Statement on the Cononish gold-silver deposit reported in
accordance with the JORC code, prepared by Snowden Mining Industry Consultants Ltd (“Snowden”). The Measured,
Indicated and Inferred Mineral Resource categories totalled 154,000 ounces of gold and 589,000 ounces of silver
(using 3.5 g/t gold cut-off).
Snowden subsequently noted “based on our experience of the Cononish vein system, we believe that there is an
Exploration Target around the mine of between 0.5 Mt to 1.0 Mt at a grade of between 10 g/t Au to 15 g/t Au for up to
320,000 oz Au. Much of this potential is based on the along strike and down dip extensions of the Cononish vein, but
there are indications that other reefs are present in the area too. At this stage, such figures are highly conceptual and
there is no guarantee that further exploration will define additional resources.”
During 2009, the Company identified additional, high grade gold mineralisation in and around the Cononish gold and
silver project, following a thorough search of historic data generated by previous exploration companies.
As a result of these further investigations and exploration by Scotgold during 2008 - 2009, Snowden was asked in late
2009 to undertake an update on the Cononish resource.
The revised resource for Cononish is shown below.
Cononish Main Vein Gold Mineral Resources (reported at a 3.5 g/t Au cut-off).
Reported using the 2004 JORC Code (JORC, 2004). Tonnages and contained ounces rounded to the nearest 1,000 t
or 1,000 oz. Grade rounded to the nearest 0.1 g/t Au. The Inferred Resource grade is reported with a grade range to
indicate the likely upside due to the information effect.
Classification
Measured
Indicated
Inferred
Tonnes (t)
53,000
73,000
311,000
Grade (g/t)
Ounces (oz)
Gold
17.9
10.2
10.8 (10 – 16)
Gold
31,000
24,000
108,000
Scotgold Note: Incorporating the grade range, the Inferred Mineral Resource is estimated to lie between 100,000 oz
Au and 160,000 oz Au. It should be noted that any upside may not exist or it may only be present in a portion of the
resource.
Cononish Main Vein Silver Mineral Resources (reported at a 3.5 g/t Au cut-off).
Reported using the 2004 JORC Code (JORC, 2004). Tonnages and contained ounces rounded to the nearest 1,000 t or
1,000 oz.
Classification
Measured
Indicated
Inferred
Tonnes (t)
53,000
73,000
285,000
Grade (g/t)
Ounces (oz)
Silver
75.0
43.1
40.1
Silver
128,000
101,000
367,000
This update gives a total metal inventory of 163,000 oz Au and 596,000 oz Ag.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
6
Review of Operations
02
Recent Infill drilling results at Cononish.
Snowden noted that there is resource potential in the eastern adit zone and that the estimation of additional Mineral
Resources are likely once further drilling is complete.
Scotgold resumed drilling at the Cononish gold and silver project in Scotland in October 2009 within the defined
resource.
The drilling program also targeted mineralisation outside the previously defined resource envelope, specifically the
potential down dip continuation of the mineralisation encountered in trenches (up to 16.12 g/t Au over 2.10 metres)
surface drill holes (up to 73.10 g/t Au over 1.77 metres) and underground holes (up to 12.35 g/t Au over 1.49 metres).
A limited program of short AQ size diamond drill holes was also conducted from within the Cononish adit to test for
possible extensions to the identified mineralisation in the eastern part of the adit outside the existing resource, in
particular a ‘parasitic’ 1.6 metre-wide quartz vein where high grades (up to 119.9 g/t gold and 97.2g/t silver) have been
reported from historic assays and also possible ‘off adit’ intersections on the Cononish vein.
The first phase of the program was completed in early 2010 and results finally released in July 2010 are shown in
Tables 1 and 2 overleaf.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
7
02
Review of Operations
Table 1 Infill Drilling Results
Hole
From
(m)
To
(m)
Downhole
intersection (m)
Est. true
thickness (m)
Au g/t
Ag g/t
Comment
Con 09 01
103.95
106.00
Con 10 02
103.00
104.50
Con 10 02a
126.90
127.25
Con 10 05
67.24
83.75
Including
66.24
70.46
And
79.15
83.00
2.05
1.50
0.35
11.04
4.22
3.85
1.98
9.84
41.6 Main Vein intersection
1.41
15.82
52.5 Main Vein intersection
0.31
0.39
42.4
Main Vein
Sheared, dyke
6.16
2.35
5.09
2.55
22.8 Mineralised intersection
7.2
Upper vein
2.15
14.82
55.5 Main vein intersection
The drilling into the main vein within the Inferred Resource zone above the 400 level continued to encounter high
grades and excellent widths of gold and silver mineralisation in most cases
Table 2 Eastern Extension Results
Hole
EA 01
EA 02
including
EA 03
EA 04
EA 05
EA 06
EA UG 03
EA UG 02
From
(m)
To
(m)
Downhole
intersection (m)
Est. true
thickness (m)
Au g/t
Ag g/t
Comment
49.30
51.60
60.40
60.40
63.00
64.00
60.65
64.00
46.73
47.30
62.80
65.00
112.6
113.15
74.92
76.00
2.50
0.50
3.00
1.00
2.30
3.60
0.25
1.00
0.57
2.20
0.55
1.08
0.50
0.50
1.99
2.68
1.8
Main vein intersection
2.25
0.18
0.72
0.52
1.58
0.25
0.68
7.84
28.35
15.67
3.67
0.94
0.54
1.24
5.16
7.50
12.2
16.6
33.8
4.8
1.4
0.5
<0.5
3.4
5.4
Main vein intersection
Main vein intersection
Out of payshoot?
Out of payshoot?
Out of payshoot?
‘Adit’ vein
‘Adit’ vein
Results from the eastern extension possibly indicate a westerly plunging payshoot extending over 300 metres
beyond the eastern boundary of the previously defined JORC resource, delineated by surface holes EA 01, 02 and
03, underneath the recently announced extension of the resource to the east. Further drilling to define this area is
hampered by extreme topography and will be followed up by underground drilling during mine development.
Underground holes EA UG 03 and 02 were drilled to test the possible extension of the high grade vein encountered in
the adit (Block F). The results indicate vein continuity with encouraging values and warrant further investigation at a
later stage.
Future possible resource infill drilling requirements will be determined by the results of the Project Development Study.
Scotgold believes that there is potential to define further resources close to the Cononish mine, subject to appropriate
studies. The extensive gold-in-soil anomalies, mineralisation associated with outcrops and trenching and the large,
unexplained geophysical anomaly clearly warrants further follow-up during the development stage.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
8
Review of Operations
02
Eastern Extension drill hole locations
Plan of area east of audit showing soil and IP anomalies.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
9
02
Review of Operations
CONONISH GOLD AND SILVER PROJECT
The Company continues to actively pursue exploration activities on its substantial land position outside the National
Park, primarily currently at the Beinn Udlaidh and Auch project areas.
It is noted that 85% of the area currently under license to Scotgold is located outside the National Park.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
10
Principal prospects in Tyndrum Area
Review of Operations
02
BACKGROUND
When Scotgold acquired the Cononish Gold and Silver Project and the greater Grampian Gold Project area in 2007,
the Company also obtained a large volume of paper-based historic exploration data generated by previous exploration
companies and this data was captured electronically into a Geographic Information System (GIS) database.
The Scotgold GIS database includes a broad range of exploration data consisting of rock and soil sample geochemistry,
induced polarization (IP), very low frequency (VLF), magnetic and gravity geophysical data, digital geology, mineral
occurrences and other data which can be viewed in conjunction with topographic and cartographic information
(contours, towns, roads, property boundaries etc).
Specific historical data captured for the Grampian Gold Project GIS includes:
• 3,189 rock chip samples (boulder and outcrop)
• 11,459 soil samples (surface and deep overburden)
• 1,923 stream sediment samples
• 2,184 geophysical data points
Most of the historic data is centred around the town of Tyndrum and it extends over an area of 7 km by 37 km, along
the Tyndrum / Glen Fyne Fault
A distinction is made between rock chips derived from outcrop and those from boulders which may be some distance
from their source. Glacial deposits are known to occur in the area, which have the potential to transport boulders over
large distances.
Scotgold’s preliminary analysis of the historic data indicates that there are many high grade outcrop and boulder
samples within the Company’s licence areas, as shown in the table below:
Grade category
Number of outcrop samples
Number of boulder samples
Samples greater than 100 g/t gold
Samples greater than 10 g/t gold
Samples greater than 1 g/t gold
3
35
95
10
79
166
In 2009 / 2010 Scotgold embarked on a comprehensive follow up program to validate this data and to further extend
the coverage over other parts of the Grampian Gold Project, including an extensive rock chip and mapping program in
the field.
Amongst the highlights of the verification program were high grade outcrops identified at Halladay’s Vein (217.2 and
196.8 g/t gold and > 200 g/t silver) and Coire nan Sionnach (51.2 g/t gold and 14.4 g/t silver).
The results of the program show little difference between the gold and silver assays of the 367 new outcrop samples
recently collected when compared to their equivalent datasets within the historic database, thus confirming its reliability
for use in regional exploration by Scotgold.
The frequency of high grade outcrops in the new and historic datasets, and their alignment with regional structural
features, are similar to that at the Cononish Project. This pattern supports Scotgold’s contention that its Grampian
Gold Project has the potential to host a number of other ‘Cononish style’ gold deposits, in addition to other styles of
mineralization such as the breccia pipes at Beinn Udlaidh.
Table 3 shows an overall comparison of the 2009 / 2010 outcrop rock chip sampling results with the equivalent historic
database data. The data indicates that there is no overall difference between the new and old datasets.
Grade category
Total samples
Samples greater than 100 g/t gold
Samples greater than 5 g/t gold
Samples greater than 1 g/t gold
Historic Data
No. of outcrop samples
(%)
Scotgold Data
No. of outcrop samples (%)
728
3 (0.4%)
55 (7.5%)
72 (9.9%)
367
2 (0.5%)
17 (6.1%)
47 (10.3%)
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
11
02
Review of Operations
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
12
Historical outcrop and boulder sampling.
Review of Operations
02
The results provide confirmation of the significant number of high grade outcrop gold values and the prospectivity of
the 250 km² “principal zone of interest” which surrounds the Cononish Gold and Silver deposit.
From the historical database, follow up verification sampling and ongoing exploration initiatives, Scotgold have
identified a number of high priority targets for follow up including
• Beinn Udlaidh River Vein
• Beinn Udlaidh Au Vein
• Beinn Udlaidh Breccia Pipes
• Auch vein systems
•
‘Near Cononish’ targets – Kilbridge, Coire nan Sionnach and Halladays vein
BEINN UDLAIDH PROSPECT
Scotgold considers the veins systems in the Beinn Udlaidh area to be valid exploration targets in their own right in
addition to the already identified breccia pipe target (see Press Release 18 February 2010 – Beinn Udlaidh – Breccia
Pipes – Exploration Target Confirmation).
An extensive mapping and rock chip sampling program has identified a number of high grade, narrow vein systems,
in addition to a significant strike extension to the previously identified Beinn Udlaidh Vein.
Beinn Udlaidh River Vein area
The River Vein area is located five kilometres northwest of the Cononish gold and silver deposit and outside the
boundaries of the Loch Lomond and Trossachs National Park.
Outcrop is confined to rivers and burns due to extensive glacial till cover which is, in many places, deeper than 10
metres throughout Glen Orchy.
Previous exploration in this area by Ennex International plc in the 1980s identified high grade boulders, up to 358.9
g/t Au, and which are now thought to be linked to the identified veins. Lamprophyre sills and dykes have also been
mapped in close proximity to these veins by Scotgold and previous explorers.
Initial mapping and outcrop sampling in the River Orchy by Scotgold in 2010, following up previous explorer’s
rock chip sampling results returned exceptional values of 383.2 g/t Au, 321.5 g/t Au and 197.3 g/t Au in rock chip
samples at Area A. High grade values were also recorded from rock chip samples at two additional new veins located
upstream of the River Vein at Area B, including 171.8 g/t Au, 59.0 g/t Au and 1.89 g/t Au.
The veins trend at 3000 – 3200 and are perpendicular to the normal Caledonide trend (2200 – 2400). Observed
vein widths are between 10cms and 65cms and exhibit typical pinch and swell characteristics. The veins occur
individually and in groups.
Further sampling by Scotgold in 2010 over Area B has confirmed the high grade nature of the gold mineralisation,
including a grab sample between veins one metre apart, assaying 145.5 g/t Au and 28.5 g/t Ag. Other high gold
values in grab samples from the narrow quartz veins in this area included 134.5 g/t Au, 31.8 g/t Ag and 15.0 g/t Au
and 7.7 g/t Ag.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
13
02
Review of Operations
Glen Orchy River Vein Area Rock Chip and Boulder Geochemistry
Subsequent detailed mapping and sampling over a portion of Area A has defined a quartz sulphide vein rich in gold as
well as several aplitic fracture zones, rich in molybdenum.
A total of 27 rock chip samples were collected from separate areas in order to trace the gold bearing vein across the
river as well as to test the extent and grade of the molybdenum mineralisation across the zone
The gold bearing vein has now been traced from its discovery location, northwest, across the river to the bank for a
distance of 30 metres, where it disappears under several meters of glacial till. The seven samples on the gold vein
returned peak values of 194.6 g/t Au with >200 g/t Ag and 103.2 g/t Au with 76.6 g/t Ag.
The narrow molybdenum bearing fractures are currently only exposed in the river bed before disappearing under
glacial till. They trend approximately northeast – southwest and are spaced at 1 – 5 metre intervals. The aplitic margins
containing the molybdenum mineralisation vary from 1cm to 20cms wide. Seven samples (from twenty) of the aplitic
fractures reported values of molybdenum in excess 500g/t (the upper calibration limit of the assay method used (ICP –
MA/UT)) and were submitted for re-assay at a higher upper calibration limit – all seven samples returned in excess of
1000 ppm (0.1%) Mo.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
14
Review of Operations
02
River Vein Area A rock chip results
Scotgold is further researching a possible genetic model for gold and gold/molybdenum occurrences in order to guide
future exploration in the area. Of particular interest are the Molybdenum and Tungsten showings in the nearby Starav
Granite complex and a large gravity low possibly associated with that granite and trending into the River Vein and Beinn
Udlaidh areas.
Further mapping of the high grade gold mineralization in the area to determine the orientation of any possible
extensions under the adjoining glacial till cover, initial AQ drilling and deeper (NQ) drilling is planned.
Beinn Udlaidh vein
Previous explorers identified a 900 metre long mineralized vein structure at Beinn Udlaidh
Eleven diamond core holes were drilled into this structure in 1989 to a vertical depth of around 100 metres. The drilling
intersected gold and silver mineralization over a 500 metre strike length with better results including:
GO 88-01
2.57 metres @ 3.8 g/t gold and 221 g/t silver from 51.97 metres
GO 88-04
GO 88-05
GO 88-09
GO 88-11
1.02 metres @ 2.9 g/t gold and 109 g/t silver from 104.73 metres
1.47 metres @ 3.3 g/t gold and 21 g/t silver from 102.54 metres
1.56 metres @ 1.2 g/t gold and 36 g/t silver from 123.30 metres
0.53 metres @ 2.2 g/t gold and 95 g/t silver from 60.97 metres
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
15
02
Review of Operations
In 2009, Scotgold drilled three 13 to 20 metre-deep, AQ holes into the outcrop of the vein to check previous results.
All 3 holes intersected significant gold values with better results (>0.5 g/t gold) including:
BUAQ1
1 metre @ 1.98g/t gold and 83.6g/t silver from 1.5 metres
Or
BUAQ2
BUAQ3
2 metres @ 12.85g/t gold and >200g/t silver from 4 metres
1 metre @ 2.43g/t gold and 31.3g/t silver from 7 metres
6.5m @4,75g/t Au and 87.0g/t Ag
1.5 metres @ 1.93g/t gold and 69.1g/t silver from 18 metres
1 metre @ 3.53g/t gold and 135g/t silver from 3.5 metres
0.5 metres @ 1.87g/t gold and 43.4g/t silver from 6 metres
A rock chip sample taken by previous explorers to the north east of the drilled section of the then identified vein extent
returned 16.1 g/t gold and 2520 g/t silver.
As part of Scotgold’s initial reconnaissance of the potential north east extension in 2009, a confirmatory sample of 16.6
g/t gold, >200g/t silver was returned.
In Q3 2010, four further AQ holes were drilled into various potential outcrop locations to the north east of the previously
identified structure. Best drill intercepts on the vein include:
• BUAQ100 - 11.1 g/t Au, 167g/t Ag over 1.0m
• BUAQ101 - 2.39 g/t Au, 139.6g/t Ag over 3.2m
Two other holes (BUAQ102 and 103) did not intersect significant mineralisation and appear to have been collared in
the hanging wall of the vein.
Further rock chip sampling and mapping on the vein structure in the lower reaches of Coire Ghamhnain area in Q3/4
2010 have now confirmed the strike extent of the vein to around 1900m with encouraging gold and silver grades.
Initial samples of 47.58 g/t Au with >200 g/t Ag and 46.28 g/t Au with >200 g/t Ag were returned with further follow up
across the vein returning samples of 73.2 g/t Au with >200 g/t Ag and 17.7 g/t Au with >200 g/t Ag.
Further AQ drilling and deeper (NQ) drilling is planned.
AUCH PROJECT AREA
The Auch Project Area is situated 10km north east of the Cononish Gold and Silver Project
Previous explorers had identified a number of high grade boulders and outcrops at four locations (Coire Ghabhalach,
Creag Sheileach, Beinn Odhar and Crom Allt) within the project area.
In late 2010, Scotgold conducted further field reconnaissance mapping and follow-up outcrop sampling at these
prospects and three new prospects were identified at Clach Bhadach, Leitir Tharsuinn and the Auch Breccia pipe.
Limited initial short AQ diamond drilling was conducted at Coire Ghabhalach and Creag Sheileach.
Rockchip sampling from the vein systems continued to return high grade gold and silver values over significant strike
lengths including (selected values):
• Coire Ghabhalach - 23.4g/t gold, 29.6g/t silver
• Creag Sheileach - 13.2g/t gold, 36.6g/t silver (previously reported in 2009)
• Clach Bhadach - 62.4g/t gold, >200g/t silver
• Beinn Odhar – Beinn Odhar vein – 2.1g/t gold, 13.4g/t silver
• Beinn Odhar – Coire Thon vein – 9.8g/t gold, 80.4g/t silver
• Beinn Odhar – Coire Thon vein – 8.9g/t gold, >200g/t silver, 47 g/t tellurium
Ten small diameter (AQ) holes drilled into two vein structures at Auch have returned encouraging gold and silver
values, including:
• Coire Ghabhalach – 2.1 metres averaging 15.2g/t gold, 36.1g/t silver
• Creag Sheileach – 1.0 metres averaging 25.5g/t gold and 14.3g/t silver
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
16
Review of Operations
02
Fieldwork in 2010 also identified a large explosion breccia, possibly similar to the mineralized pipes encountered at
Beinn Udlaidh. This occurrence appears to consist of two rounded pipe-like breccias approximately 10000m² in extent,
and occur in close association with lamprophyre.
Thirty two rockchip samples were taken across the exposed extremities of the breccia and a single sample returned a
highly anomalous gold value of 1.7g/t Au.
Aurum Exploration Services conducted a ground based magnetic and EM survey over the breccia occurrence and
towards a large regional silicified fault zone to the east. The results clearly indicate two strong magnetic anomalies
coincident with the shape of the mapped breccia pipes.
Further follow up rock chip sampling and AQ drilling is planned.
Selected outcrop and drill hole results over Auch area
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
17
02
Review of Operations
Competent Persons Statement:
The information in this report that relates to Exploration Results is based on information compiled by Mr David
Catterall. Pr Sci Nat, who is a member of the South African Council for Natural Scientific Professions. Mr Catterall
is employed as a consultant to Scotgold Resources Ltd. Mr Catterall has sufficient experience which is relevant
to the style of mineralisation and type of deposit under consideration and to the activity which he is 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’. Mr Catterall consents to the inclusion in the report of
the matters based on his information in the form and context in which it appears.
The Information in this report that relates to Mineral Resources is based on resource estimates compiled by
EurGeol Dr S C Dominy FAusIMM (CP), FGS (CGeol), FIMMM (CEng), FAIG (RPGeo), Executive Consultant with
Snowden based in the Ballarat, Australia Office. Dr. Dominy has sufficient experience that is relevant to the style of
deposit under consideration and to the activity which he is undertaking to qualify as Competent Person as defined
in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore
reserves. Dr Dominy consents to the inclusion in the report of the matters based on this information in the form
and context in which it appears.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
18
Review of Operations
02
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
19
03
Directors’
Report
DIRECTORS’ REPORT
Your Directors submit their report on the consolidated entity consisting of Scotgold Resources Limited and its controlled
entities (“Scotgold”) for the financial year ended 30 June 2011.
DIRECTORS
The following persons were Directors of Scotgold Resources Limited during the whole of the financial year and up to the
date of this report unless otherwise stated;
In office from
In office to
John Bentley
Chris Sangster
Phillip Jackson
Shane Sadleir
Non-Executive Chairman
Chief Executive Officer
Non Executive Director
Non Executive Director
Edmond Edwards
Non Executive Director
Adam Davey
Non Executive Director
17/02/2009
17/10/2007
14/08/2007
12/03/2009
27/01/2009
12/03/2009
present
present
present
present
25/10/2010
25/10/2010
PARTICULARS OF DIRECTORS AND COMPANY SECRETARY
John Bentley
Non-Executive Chairman
B.Tech (Hons) Brunel University
Qualifications and experience
Mr Bentley has over 40 years of experience in the natural resources sector. He was Managing Director of Gencor’s
Brazilian mining company, Sao Bento Mineracao, from 1988 to 1993 when he became Chief Executive of Engen’s
Exploration & Production division. In 1996 he was instrumental in floating Energy Africa Ltd on the Johannesburg
stock exchange and became Chief Executive for the following five years building it into one of the leading African
independent oil and gas companies.
03
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
20
Directors’ Report
03
More recently Mr Bentley was Executive Chairman of FirstAfrica Oil plc and a non-executive director of Adastra
Minerals Ltd. He currently serves on the board of a number of resource companies including as Chairman of Faroe
Petroleum plc, Deputy Chairman of Wentworth Resources Ltd and Non-Executive Director of Resaca Exploitation Inc,
Kea Petroleum plc and SacOil Holdings Ltd.
Mr Bentley holds a degree in Metallurgy from Brunel University.
Interest in Shares and Options
Fully Paid Shares
Listed Options
Special Responsibilities
Overall strategic guidance and UK Capital markets.
Directorships held in ASX listed entities
None
1,125,000
112,500
Christopher Sangster
CEO / Managing Director
BSc (Hons), ARSM, GDE
Qualifications and experience
Mr Sangster is a mining engineer with over 30 years experience in the mining industry. He has a BSc Hons in Mining
Engineering from the Royal School of Mines, Imperial College in London and a GDE in Mineral Economics from the
University of Witwatersrand. He currently lives close to the Company’s exploration licences at Comrie in Scotland with
his wife and family.
Mr Sangster’s career covers extensive production and technical experience at senior levels in both junior and multi-
national companies in gold, diamonds and base metals in Africa, UK and Canada and covers a wide range of mining
applications.
Between 1996 and 1999 Mr Sangster was General Manger for Caledonia Mining Corporation for the Cononish Gold
Project and a Director of Fynegold Exploration, where he was responsible for all aspects of the project including
feasibility study preparation, project due diligence, finance negotiations, exploration initiatives and planning permission
applications.
After 1999, Mr Sangster moved to the Zambian Copperbelt with Anglo American Plc / KCM Plc where he attained the
position of Vice President Mining Services and in 2005 joined Australian Mining Consultants as a Principal Mining
Engineer. More recently, Mr Sangster was employed as General Manager for AIM – listed company European
Diamonds Plc.
Interest in Shares and Options
Fully Paid Shares
Listed Options
Special Responsibilities
5,625,000
562,500
Mr Sangster is the CEO / Managing Director and is responsible for the day to day running of the company.
Directorships held in listed entities
None
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
21
03
Directors’ Report
Phillip Jackson
Non-executive director
BJuris LLB MBA FAICD
Qualifications and experience
Mr Jackson is a barrister and solicitor with over 25 years legal and international corporate experience, especially in the
areas of commercial and contract law; mining law and corporate structuring. He has worked extensively in the Middle
East, Asia and the United States of America. In Australia, he was formerly a managing legal counsel for Western Mining
Corporation, and in private practice specialized in small to medium resource companies.
Mr Jackson was Managing Region Legal Counsel: Asia-Pacific for Baker Hughes Incorporated for 13 years. He is now
Legal Manager for a major international oil and gas company. He has been a director of a number of Australian public
companies, particularly mining companies. He has been chairman of Aurora Minerals Limited since it listed in 2004
and Desert Energy Limited, since it listed in August 2007.
His experience includes management, finance, accounting and human resources.
Interest in Shares and Options
Fully Paid Shares
Listed Options
Special Responsibilities
Mr Jackson is Chairman of the Audit Committee and is responsible for legal matters.
Directorships held in listed entities
Company Name
Aurora Minerals Limited
Desert Energy Limited
2,187,500
218,750
Appointed
24 September 2003
12 December 2006
Shane Sadleir
Non-Executive Director
BSc (Hons), FAusIMM
Mr Sadleir is a soil scientist and geologist with over 30 years experience in exploration, mining and environmental
aspects of the mining industry. He graduated with a BSc (Hons) from the University of Western Australia in 1974 after
specialising in the mineralogy and geochemistry of Darling Range bauxite deposits.
After initially gaining extensive mining and exploration experience in bauxite and gold deposits in Western Australia,
Mr Sadleir has continued to be involved in the exploration for gold, uranium, nickel, base metals, bauxite and mineral
sands in Australia and overseas for much of his career. He also has over eleven years experience in the environmental
impact assessment of major industrial, mining and land use projects and the remediation of contaminated sites in
Western Australia working for the Environmental Protection Authority.
In addition to being on the Board of Scotgold Resources, Mr Sadleir is a non-Executive Director of a number of mining
companies listed on the ASX, including Trafford Resources Limited and Robust Resources Limited.
Interest in Shares and Options
Fully Paid Shares
Listed Options
Special Responsibilities
Mr Sadleir is responsible for Investor and Public Relations.
14,478,481
1,447,848
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
22
Directors’ Report
03
Directorships held in listed entities
Company Name
Trafford Resources Limited
Ironclad Mining Limited
Robust Resources Limited
Appointed
Resigned
1 December 2005
12 September 2011
18 September 2007
17 March 2011
3 October 2008
Peter Newcomb
Company Secretary
FCA (ICAEW)
Qualifications and experience
Mr Newcomb is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Institute
of Chartered Accountants in Australia, with over thirty years professional and commercial experience.
He has worked in a number of industries and locations including London, Scotland, Singapore and Perth. The majority
of his experience over the last ten years has been in the Resources industry in Western Australia. Mr Newcomb is also
Company Secretary of Athena Resources Limited.
OPERATING AND FINANCIAL REVIEW
A review of operations of the consolidated entity during the financial year is contained in the Review of Operations
section of this Annual Report.
PRINCIPAL ACTIVITIES
The principal activity of the consolidated entity during the year was mineral exploration in Scotland.
Operating Results
Consolidated loss after income tax for the financial year is $910,466.
Financial Position
At 30 June 2011 the Company has cash reserves of $950,668.
Dividends
No dividends were paid during the year and no recommendation is made as to dividends.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors, there were no significant changes in the state of affairs of the consolidated entity
that,occurred during the financial year under review not otherwise disclosed in this report or in the consolidated
accounts.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
23
03
Directors’ Report
MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR
On 31 August 2011 the Company announced it had allotted 28,181,626 fully paid ordinary shares at an issue price of
$0.05 in accordance with the Offer Document dated 22 July 2011. On 22 September 2011 the Company announced
it had placed the shortfall of 4,079,256 at $0.05. The entitlements issue raised a total of $1,613,000.
Other than this, since the end of the financial year under review and the date of this report, there has not arisen any
item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to
significantly affect the operations of the consolidated entity, in subsequent financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Company intends to continue its exploration activities with a view to the commencement of mining operations as
soon as possible.
Further information on likely developments in the operations of the consolidated entity and the expected results
of operations have not been included in this report because the Directors believe it would be likely to result in
unreasonable prejudice to the Company.
MEETINGS OF DIRECTORS
The following table sets out the number of meetings of the Company’s Directors held during the year ended 30 June
2011, and the number of meetings attended by each Director. These meetings included matters relating to the
Remuneration and Nomination Committees of the Company.
Number eligible to attend
Number attended
John Bentley
Chris Sangster
Phillip Jackson
Shane Sadleir
Edmond Edwards
Adam Davey
AUDIT COMMITTEE
5
5
5
5
2
2
5
5
5
5
2
2
The audit committee is comprised of Mr Jackson who chaired two meetings of the audit committee during the year
ended 30 June 2011.
REMUNERATION REPORT
This report details the nature and amount of remuneration for each director and executive of Scotgold Resources
Limited.
The information provided in the remuneration report includes remuneration disclosures that are required under
Accounting Standards AASB 124 “Related Party Disclosures”. These disclosures have been transferred from the
financial report and have been audited.
Remunerations policy (audited)
The board policy is to remunerate directors at market rates for time, commitment and responsibilities. The board
determines payment to the directors and reviews their remuneration annually, based on market practice, duties and
accountability. Independent external advice is sought when required. The maximum aggregate amount of directors’
fees that can be paid is subject to approval by shareholders in general meeting, from time to time. Fees for non-
executive directors are not linked to the performance of the consolidated entity. However, to align directors’ interests
with shareholders interests, the directors are encouraged to hold securities in the company.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
24
Directors’ Report
03
The company’s aim is to remunerate at a level that will attract and retain high-calibre directors and employees.
Company officers and directors are remunerated to a level consistent with size of the company.
All remuneration paid to directors and executives is valued at the cost to the company and expensed.
Performance-based remuneration
The company does not pay any performance-based component of salaries.
Details of remuneration for year ended 30 June 2011 (audited)
Directors’ Remuneration
No salaries, commissions, bonuses or superannuation were paid or payable to directors during the year. Remuneration
was by way of fees paid monthly in respect of invoices issued to the Company by the Directors or Companies
associated with the Directors in accordance with agreements between the Company and those entities. Details of the
agreements are set out below.
Agreements in respect of cash remuneration of Directors:
The Company’s constitution provides that the non-executive Directors may collectively be paid as remuneration for their
services a fixed sum not exceeding the aggregate sum determined by a general meeting. The aggregate remuneration
has been set at an amount of $300,000 per annum. A Director may be paid fees or other amounts as the Directors
determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary
duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their
directorship or any special duties. Executive Directors may be paid on commercial terms as the Directors see fit.
The Directors’ are entitled to reimbursement of out-of-pocket expenses incurred whilst on company business.
The total remuneration paid to directors and executives is summarised below:
Director/Secretary
Associated Company
Year ended 30 June 2010
Fees
Consultancy
Total
John Bentley
Chris Sangster
Ptarmigan Natural Resources Ltd
84,000
-
Phillip Jackson
Holihox Pty Ltd
Edmond Edwards
Tied Nominees Pty Ltd
Shane Sadleir
Adam Davey
Mineral Products Holdings Pty Ltd
Shenton Park Investments Pty Ltd
Peter Newcomb
Symbios Pty Ltd
Year ended 30 June 2011
Phillip Jackson
Holihox Pty Ltd
Edmond Edwards
Tied Nominees Pty Ltd
Shane Sadleir
Adam Davey
Mineral Products Holdings Pty Ltd
Shenton Park Investments Pty Ltd
Peter Newcomb
Symbios Pty Ltd
-
228,340
54,000
54,000
54,000
54,000
-
300,000
52,000
24,000
50,400
108,000
462,740
-
206,750
27,000
31,500
29,000
9,000
-
150,500
-
10,000
28,400
-
144,500
389,650
84,000
228,340
106,000
78,000
104,400
54,000
108,000
762,740
54,000
206,750
27,000
41,500
57,400
9,000
144,500
540,150
John Bentley
Chris Sangster
Ptarmigan Natural Resources Ltd
54,000
-
The consolidated entity does not have any full time executive officers, other than the managing director as detailed
above.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
25
03
Directors’ Report
There were no performance related payments made during the year.
ENVIRONMENTAL ISSUES
The consolidated entity has conducted exploration activities on mineral tenements. The right to conduct these
activities is granted subject to environmental conditions and requirements. The consolidated entity aims to ensure
a high standard of environmental care is achieved and, as a minimum, to comply with relevant environmental
regulations. There have been no known breaches of any of the environmental conditions.
INDEMNIFICATION OF DIRECTORS
During the financial year, the Company has not given an indemnity or entered into an agreement to indemnify any of
the Directors.
AUDITOR
HLB Mann Judd continues in office in accordance with section 327 of the Corporations Act 2001.
NON-AUDIT SERVICES
There were no non-audit services provided during the current year by our auditors, HLB Mann Judd.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
26
Directors’ Report
03
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration has been received for the year ended 30 June 2011 and forms part of the
directors’ report.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any
proceedings to which the company is a party for the purpose of taking responsibility on behalf of the Company for all or
any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Signed in accordance with a resolution of the directors.
CHRIS SANGSTER
Managing Director
Dated at Tyndrum, Scotland, this 30th day of September, 2011.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
27
04
Corporate
Governance
Statement
CORPORATE GOVERNANCE
The Board of Directors of Scotgold Resources Limited is responsible for the corporate governance of the Company.
The Board guides and monitors the business and affairs of Scotgold Resources Limited on behalf of the shareholders
by whom they are elected and to whom they are accountable. This statement reports on Scotgold Resources Limited’s
key governance principles and practices.
1.
COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS
The Company, as a listed entity, must comply with the Corporations Act 2001 and the Australian Securities Exchange
Limited (ASX) Listing Rules. The ASX Listing Rules require the Company to report on the extent to which it has followed
the Corporate Governance Recommendations published by the ASX Corporate Governance Council (ASXCGC). Where
a recommendation has not been followed, that fact is disclosed, together with the reasons for the departure.
04
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
28
Corporate Governance Statement
04
The table below summaries the Company’s compliance with the Corporate Governance Council’s Recommendations:
ASX Corporate Governance Council Recommendations
Reference
Comply
1
1.1
Lay solid foundations for management and oversight
Establish the functions reserved to the board and those delegated to senior
executives and disclose those functions.
2(a)
1.2
Disclose the process for evaluating the performance of senior executives.
2(h), 3(b),
Remuneration
Report
Provide the information indicated in the Guide to reporting on principle 1.
2(a), 2(h), 3(b),
Structure the board to add value
A majority of the board should be independent directors.
The chair should be an independent director.
The roles of chair and chief executive officer should not be exercised by the
same individual.
The Board should establish a nomination committee.
Disclose the process for evaluating the performance of the board, its
committees and individual directors.
2.6
Provide the information indicated in the Guide to reporting on principle 2.
3
Promote ethical and responsible decision-making
2(e)
2(c), 2(e)
2(b), 2(c)
2(d)
2(h)
2(b), 2(c), 2(d),
2(e), 2(h)
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Establish a code of conduct and disclose the code or a summary as to:
• the practices necessary to maintain confidence in the company’s integrity;
• the practices necessary to take into account the company’s legal obligations
and the reasonable expectations of its stakeholders; and
• the responsibility and accountability of individuals for reporting and
investigating reports of unethical practices
4(a)
Yes
Establish a policy concerning diversity and disclose the policy or a summary of
that policy. The policy should include requirements for the board to establish
measurable objectives for achieving gender diversity for the board to assess
annually both the objectives and progress in achieving them.
Disclose in each annual report the measurable objectives for achieving gender
diversity set by the board in accordance with the diversity policy and progress
towards achieving them.
Disclose in each annual report the proportion of women employees in the
whole organisation, women in senior executive positions and women on the
board.
4(c)
4(c)
4(c)
3.5
Provide the information indicated in the Guide to reporting on principle 3.
4(a), 4(c)
1.3
2
2.1
2.2
2.3
2.4
2.5
3.1
3.2
3.3
3.4
No
No
No
Yes
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
29
04
Corporate Governance Statement
ASX Corporate Governance Council Recommendations (continued)
Reference
Comply
4
4.1
4.2
4.3
4.4
5
5.1
Safeguard integrity in financial reporting
The Board should establish an audit committee.
The audit committee should be structured so that it:
• consists only of non-executive directors;
• consists of a majority of independent directors;
•
• has at least three members.
is chaired by an independent chair, who is not chair of the Board; and
The audit committee should have a formal charter
Provide the information indicated in the Guide to reporting on principle 4.
Make timely and balanced disclosure
3(a)
3(a)
3(a)
3(a)
Establish written policies designed to ensure compliance with ASX Listing
Rule disclosure requirements and to ensure accountability at senior
executive level for that compliance and disclose those policies or a
summary of those policies.
5(a), 5(b)
5.2
Provide the information indicated in the Guide to reporting on principle 5.
5(a), 5(b)
6
Respect the rights of shareholders
6.1
Design a communications policy for promoting effective communication
with shareholders and encouraging their participation at general meetings
and disclose the policy or a summary of that policy.
5(a), 5(b)
6.2
Provide the information indicated in the Guide to reporting on principle 6.
5(a), 5(b)
Recognise and manage risk
Establish policies for the oversight and management of material business
risks and disclose a summary of those policies.
6(a)
7
7.1
7.2
7.3
The Board should require management to design and implement the
risk management and internal control system to manage the company’s
material business risks and report to it on whether those risks are being
managed effectively. The Board should disclose that management has
reported to it as to the effectiveness of the company’s management of its
material business risks.
6(a), 6(b), 6(d)
Yes
The Board should disclose whether it had received assurance from the
chief executive officer and the chief financial officer that the declaration
provided in accordance with section 295A of the Corporations Act is
founded on a sound system of risk management and internal control and
that the system is operating effectively in all material respects in relation to
financial reporting risks.
6(c)
7.4
Provide the information indicated in the Guide to reporting on principle 7.
6(a), 6(b), 6(c),
6(d)
8
8.1
8.2
8.3
8.4
Remunerate fairly and responsibly
The Board should establish a remuneration committee.
3(c)
The remuneration committee should be structured so that it:
• consist of a majority of independent directors
•
is chaired by the independent chairman
• has at least three members
Clearly distinguish the structure on non-executive directors’ remuneration
from that of executive directors and senior executives.
Provide the information indicated in the Guide to reporting on principle 8.
3(c),
Remuneration
Report
3(c),
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
30
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
No
Yes
Yes
Corporate Governance Statement
Corporate Governance Statement
04
2.
THE BOARD OF DIRECTORS
2(a) Roles and Responsibilities of the Board
The Board is accountable to the shareholders and investors for the overall performance of the Company and takes
responsibility for monitoring the Company’s business and affairs and setting its strategic direction, establishing and
overseeing the Company’s financial position.
The Board is responsible for:
· Appointing, evaluating, rewarding and if necessary the removal of the Chief Executive Officer (“CEO”) and
senior management;
· Development of corporate objectives and strategy with management and approving plans, new investments,
major capital and operating expenditures and major funding activities proposed by management;
· Monitoring actual performance against defined performance expectations and reviewing operating information
to understand at all times the state of the health of the Company;
· Overseeing the management of business risks, safety and occupational health, environmental issues and
community development;
· Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position
and financial performance of the Company for the period under review;
· Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that
proper operational, financial, compliance, risk management and internal control process are in place and
functioning appropriately;
· Approving and monitoring financial and other reporting;
· Assuring itself that appropriate audit arrangements are in place;
· Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has
adopted a Code of Conduct and that the Company practice is consistent with that Code; and other policies; and
· Reporting to and advising shareholders.
· Other than as specifically reserved to the Board, responsibility for the day-to-day management of the Company’s
business activities is delegated to the Chief Executive Officer and Executive Management.
2(b) Board Composition
The Directors determine the composition of the Board employing the following principles:
·
·
·
·
·
the Board, in accordance with the Company’s constitution must comprise a minimum of three Directors;
the roles of the Chairman of the Board and of the Chief Executive Officer should be exercised by different
individuals;
the majority of the Board should comprise Directors who are non-executive;
the Board should represent a broad range of qualifications, experience and expertise considered of benefit to
the Company; and
the Board must be structured in such a way that it has a proper understanding of, and competency in, the
current and emerging issues facing the Company, and can effectively review management’s decisions.
The Board is currently comprised of three Non-Executive Directors and one Executive Director. The skills, experience,
expertise, qualifications and terms of office of each director in office at the date of the annual report is included in the
Directors’ Report.
The Company’s constitution requires one-third of the Directors (or the next lowest whole number) to retire by rotation
at each Annual General Meeting (AGM). The Directors to retire at each AGM are those who have been longest in
office since their last election. Where Directors have served for equal periods, they may agree amongst themselves or
determine by lot who will retire. A Director must retire in any event at the third AGM since he or she was last elected or
re-elected. Retiring Directors may offer themselves for re-election.
A Director appointed as an additional or casual Director by the Board will hold office until the next AGM when they may
be re-elected.
The Chief Executive Officer is not subject to retirement by rotation and, along with any Director appointed as an
additional or casual Director, is not to be taken into account in determining the number of Directors required to retire
by rotation.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
31
04
Corporate Governance Statement
2(c) Chairman and Chief Executive Officer
The Chairman is responsible for:
·
·
·
·
·
·
leadership of the Board;
the efficient organisation and conduct of the Board’s functions;
the promotion of constructive and respectful relations between Board members and between the Board and
management;
contributing to the briefing of Directors in relation to issues arising at Board meetings;
facilitating the effective contribution of all Board members; and
committing the time necessary to effectively discharge the role of the Chairman.
The Chief Executive Officer is responsible for:
·
·
implementing the Company’s strategies and policies; and
the day-to-day management of the Company’s business activities
2(d) Nomination Committee
The Company does not comply with ASX Recommendation 2.4. The Company is not of a relevant size to consider
formation of a nomination committee to deal with the selection and appointment of new Directors and as such a
nomination committee has not been formed.
Nominations of new Directors are considered by the full Board in accordance with the Company’s “Selection of New
Directors Policy”.
2(e)
Independent Directors
The Company recognises that independent Directors are important in assuring shareholders that the Board is
properly fulfilling its role and is diligent in holding senior management accountable for its performance. The Board
assesses each of the directors against specific criteria to decide whether they are in a position to exercise independent
judgment.
Directors of Scotgold Resources Limited are considered to be independent when they are independent of management
and free from any business or other relationship that could materially interfere with, or could reasonably be perceived
to materially interfere with, the exercise of their unfettered and independent judgement.
In making this assessment, the Board considers all relevant facts and circumstances. Relationships that the Board will
take into consideration when assessing independence are whether a Director:
·
·
is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial
shareholder of the Company;
is employed, or has previously been employed in an executive capacity by the Company or another Company
member, and there has not been a period of at least three years between ceasing such employment and serving
on the Board;
· has within the last three years been a principal of a material professional advisor or a material consultant to the
·
Company or another Company member, or an employee materially associated with the service provided;
is a material supplier or customer of the Company or other Company member, or an officer of or otherwise
associated directly or indirectly with a material supplier or customer; or
· has a material contractual relationship with the Company or another Company member other than as a Director.
The Board currently includes two independent non-executive Directors.
In accordance with the definition of independence above, and the materiality thresholds set, the following Directors of
Scotgold Resources Limited are considered to be independent:
Name
Position
John Bentley
Non-Executive Chairman
Phillip Jackson
Non Executive Director
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
32
Corporate Governance Statement
Corporate Governance Statement
04
The term in office held by each director in office at the date of this report is as follows:
John Bentley
Chris Sangster
Phillip Jackson
Shane Sadleir
In office since
17/02/2009
17/10/2007
14/08/2007
12/03/2009
In recognition of the importance of independent views and the Board’s role in supervising the activities of management
the Chairman should be a Non-Executive Director.
2(f)
Avoidance of conflicts of interest by a Director
In order to ensure that any interests of a Director in a particular matter to be considered by the Board are known by
each Director, each Director is required by the Company to disclose any relationships, duties or interests held that may
give rise to a potential conflict. Directors are required to adhere strictly to constraints on their participation and voting in
relation to any matters in which they may have an interest.
2(g)
Board access to information and independent advice
Directors are able to access members of the management team at any time to request relevant information.
There are procedures in place, agreed by the Board, to enable Directors, in furtherance of their duties, to seek
independent professional advice at the company’s expense.
2(h)
Review of Board performance
The performance of the Board is reviewed regularly by the Chairman. The Chairman conducts performance evaluations
which involve an assessment of each Board member’s performance against specific and measurable qualitative and
quantitative performance criteria. The performance criteria against which directors and executives are assessed is
aligned with the financial and non-financial objectives of Scotgold Resources Limited. Directors whose performance is
consistently unsatisfactory may be asked to retire.
3.
BOARD COMMITTEES
3(a) Audit Committee
The audit committee is comprised of one independent non-executive director, Mr Jackson who chaired two meetings of
the audit committee between commencement of the financial year and the date of this report.
The role and responsibilities of the Audit Committee are summarised below.
The Audit Committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing
the independence of the external auditors. The Board sets aside time to deal with issues and responsibilities
usually delegated to the Audit Committee to ensure the integrity of the financial statements of the Company and the
independence of the auditor.
The Board reviews the audited annual and half-year financial statements and any reports which accompany
published financial statements and recommends their approval to the members. The Board also reviews annually the
appointment of the external auditor, their independence and their fees.
The Board is also responsible for establishing policies on risk oversight and management. The Company has not
formed a separate Risk Management Committee due to the size and scale of its operations.
3(b) External Auditors
The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The
performance of the external auditor is reviewed annually and applications for tender of external audit services are
requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender
costs. It is HLB Mann Judd’s policy to rotate engagement Partners on listed companies at least every five years.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
33
04
Corporate Governance Statement
An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided
in the notes to the financial statements in the Annual Report. There is no indemnity provided by the company to the
auditor in respect of any potential liability to third parties. The external auditor is requested to attend the annual general
meeting and be available to answer shareholder questions about the conduct of the audit and preparation and content
of the audit report.
There were no non-audit services provided by the auditors during the year.
3(c) Remuneration Committee
The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing
appropriate remuneration levels and incentive policies for employees.
The Board has not established a separate Remuneration Committee due to the size and scale of its operations. This
does not comply with Recommendation 8.1 however the Board as a whole takes responsibility for such issues.
The responsibilities include setting policies for senior officers remuneration, setting the terms and conditions for the
CEO, reviewing and making recommendations to the Board on the Company’s incentive schemes and superannuation
arrangements, reviewing the remuneration of both executive and non-executive directors and undertaking reviews of
the CEO’s performance.
The Company has structured the remuneration of its senior executive, where applicable, such that it comprises a fixed
salary, statutory superannuation and participation in the Company’s employee share option plan. The Company believes
that by remunerating senior executives in this manner it rewards them for performance and aligns their interests with
those of shareholders and increases the Company’s performance.
Non-executive directors are paid their fees out of the maximum aggregate amount approved by shareholders for non-
executive director remuneration. The Company does not adhere to Recommendation 8.2 Box 8.2 ‘Non-executive
directors should not receive options or bonus payments’. The Company may, in the future, grant options to non-
executive directors. The Board is of the view that options (for both executive and non-executive directors) are a cost
effective benefit for small companies such as Scotgold Resources Limited that seek to conserve cash reserves. They
also provide an incentive that ultimately benefits both shareholders and the optionholders, as optionholders will only
benefit if the market value of the underlying shares exceeds the option strike price. Ultimately, shareholders will make
that determination.
The remuneration received by directors and executives in the current period is contained in the “Remuneration Report”
within the Directors’ Report of the Annual Report.
4.
ETHICAL AND RESPONSIBLE DECISION MAKING
4(a) Code of Ethics and Conduct
The Board endeavours to ensure that the Directors, officers and employees of the Company act with integrity and
observe the highest standards of behaviour and business ethics in relation to their corporate activities. The “Code of
Conduct” sets out the principles, practices, and standards of personal behaviour the Company expects people to adopt
in their daily business activities.
All Directors, officers and employees are required to comply with the Code of Conduct. Senior managers are expected
to ensure that employees, contractors, consultants, agents and partners under their supervision are aware of the
Company’s expectations as set out in the Code of Conduct.
All Directors, officers and employees are expected to:
comply with the law;
act in the best interests of the Company;
·
·
· be responsible and accountable for their actions; and
·
observe the ethical principles of fairness, honesty and truthfulness, including prompt disclosure of potential
conflicts.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
34
Corporate Governance Statement
Corporate Governance Statement
04
4(b) Policy concerning trading in Company securities
The Company’s “Dealings in Company Shares and Options Policy” applies to all Directors, officers and employees.
This policy sets out the restrictions on dealing in securities by people who work for, or are associated with the Company
and is intended to assist in maintaining market confidence in the integrity of dealings in the Company’s securities. The
policy stipulates that the only appropriate time for a Director, officer or employee to deal in the Company’s securities is
when they are not in possession of price sensitive information that is not generally available to the market.
As a matter of practice, Company shares may only be dealt with by Directors and officers of the Company under the
following guidelines:
· no trading is permitted in the period of 14 days preceding release of each quarterly report, half-yearly report
and annual financial report of the Company or for a period of 2 trading days after the release of such report;
guidelines are to be considered complementary to and not replace the various sections of the Corporations Act
2001 dealing with insider trading; and
·
· prior approval of the Chairman, or in his absence, the approval of two directors is required prior to any trading
being undertaken.
4(c) Policy concerning gender diversity
Scotgold is committed to establishing a policy concerning diversity and disclosure of the policy. The policy will include
requirements for the board to establish measurable objectives for achieving gender diversity and for the Board to
assess annually the objectives and report in the Annual Report.
As a company with a small market capitalisation, the company has a small board. The company has no established
policy in relation to gender diversity at present but is aware of the principle and will be alert for opportunities when
board changes are contemplated. Given the size of the company and the limited number of employees, reporting the
numbers of employees by gender is not regarded as a meaningful statistic.
5.
TIMELY AND BALANCED DISCLOSURE
5(a) Shareholder communication
The Company believes that all shareholders should have equal and timely access to material information about the
Company including its financial situation, performance, ownership and governance. The Company’s “ASX Disclosure
Policy” encourages effective communication with its shareholders by requiring that Company announcements:
· be factual and subject to internal vetting and authorisation before issue;
· be made in a timely manner;
· not omit material information;
· be expressed in a clear and objective manner to allow investors to assess the impact of the information when
making investment decisions;
· be in compliance with ASX Listing Rules continuous disclosure requirements; and
· be placed on the Company’s website promptly following release.
Shareholders are encouraged to participate in general meetings. Copies of addresses by the Chairman or Chief
Executive Officer are disclosed to the market and posted on the Company’s website. The Company’s external auditor
attends the Company’s annual general meeting to answer shareholder questions about the conduct of the audit, the
preparation and content of the audit report, the accounting policies adopted by the Company and the independence of
the auditor in relation to the conduct of the audit.
5(b) Continuous disclosure policy
The Company is committed to ensuring that shareholders and the market are provided with full and timely information
and that all stakeholders have equal opportunities to receive externally available information issued by the Company.
The Company’s “ASX Disclosure Policy” described in 5(a) reinforces the Company’s commitment to continuous
disclosure and outline management’s accountabilities and the processes to be followed for ensuring compliance.
The policy also contains guidelines on information that may be price sensitive. The Company Secretary has been
nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring
compliance with the continuous disclosure requirements with the ASX Listing Rules and overseeing and coordinating
information disclosure to the ASX.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
35
04
Corporate Governance Statement
6.
RECOGNISING AND MANAGING RISK
The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and
internal control systems. The Company’s policies are designed to ensure strategic, operational, legal, reputation and
financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of
the Company’s business objectives. A written policy in relation to risk oversight and management has been established
(“Risk Management and Internal Control Policy”). Considerable importance is placed on maintaining a strong control
environment. There is an organisation structure with clearly drawn responsibilities.
6(a) Board oversight of the risk management system
The Board is responsible for approving and overseeing the risk management system. The Board reviews, at least
annually, the effectiveness of the implementation of the risk management controls and procedures.
The principle aim of the system of internal control is the management of business risks, with a view to enhancing
the value of shareholders’ investments and safeguarding assets. Although no system of internal control can provide
absolute assurance that the business risks will be fully mitigated, the internal control systems have been designed to
meet the Company’s specific needs and the risks to which it is exposed.
Annually, the Board is responsible for identifying the risks facing the Company, assessing the risks and ensuring
that there are controls for these risks, which are to be designed to ensure that any identified risk is reduced to an
acceptable level.
The Board is also responsible for identifying and monitoring areas of significant business risk. Internal control measures
currently adopted by the Board include:
·
·
at least quarterly reporting to the Board in respect of operations and the Company’s financial position, with a
comparison of actual results against budget; and
regular reports to the Board by appropriate members of the management team and/or independent advisers,
outlining the nature of particular risks and highlighting measures which are either in place or can be adopted to
manage or mitigate those risks.
6(b) Risk management roles and responsibilities
The Board is responsible for approving and reviewing the Company’s risk management strategy and policy. Executive
management is responsible for implementing the Board approved risk management strategy and developing policies,
controls, processes and procedures to identify and manage risks in all of the Company’s activities.
The Board is responsible for satisfying itself that management has developed and implemented a sound system of risk
management and internal control.
6(c)
Chief Executive Officer and Chief Financial Officer Certification
The Chief Executive Officer and Chief Financial Officer, or equivalent, provide to the Board written certification that in
all material respects:
·
·
·
the Company’s financial statements present a true and fair view of the Company’s financial condition and
operational results and are in accordance with relevant accounting standards;
the statement given to the Board on the integrity of the Company’s financial statements is founded on a sound
system of risk management and internal compliance and controls which implements the policies adopted by
the Board; and
the Company’s risk management an internal compliance and control system is operating efficiently and
effectively in all material respects.
6(d)
Internal review and risk evaluation
Assurance is provided to the Board by executive management on the adequacy and effectiveness of management
controls for risk on a regular basis.
7.
OTHER INFORMATION
Further information relating to the company’s corporate governance practices and policies has been made publicly
available on the company’s web site at www.scotgoldresources.com
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
36
Corporate Governance Statement
Auditor’s Independence Declaration
05
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Scotgold Resources Limited for the year ended 30 June 2011,
I declare that to the best of my knowledge and belief, there have been no contraventions of:
a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
b) any applicable code of professional conduct in relation to the audit.
N G NEILL
Partner, HLB Mann Judd
Perth, Western Australia
30 September 2011
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
37
06
Statement of Comprehensive Income
for the year ended 30 June 2011
Revenue
Administration costs
Depreciation and loss on disposal of fixed assets
Employee and consultant costs
Listing and share registry costs
Office and communication costs
Other expenses
Notes
2
3
CONSOLIDATED
2011
$
2010
$
33,880
46,623
(404,449)
(38,448)
(236,864)
(147,974)
(163,441)
(76,209)
(391,415)
(46,714)
(376,029)
(116,666)
(175,746)
(78,231)
LOSS BEFORE INCOME TAX EXPENSE
(1,033,505)
(1,138,160)
Income tax benefit
4
123,039
-
NET LOSS FOR THE YEAR
(910,466)
(1,138,160)
Other Comprehensive Income
Exchange gain/(loss) on translation of foreign subsidiaries
(44,370)
-
Comprehensive result for the year
(954,837)
(1,138,160)
Basic loss per share (cents per share)
22
0.67
1.18
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
38
These financial statements should be read in conjunction with the accompanying notes.
Statement of Financial Position
07
for the year ended 30 June 2011
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
Total Current Assets
NON CURRENT ASSETS
Trade and other receivables
Plant and equipment
Mineral exploration and evaluation
Total Non Current assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Other current liabilities
Interest bearing liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Notes
CONSOLIDATED
2011
$
2010
$
5
6
7
6
8
9
10
10
11
12
13
13
950,668
196,303
20,076
1,592,997
122,548
6,527
1,167,047
1,722,072
75,586
173,116
87,719
199,573
10,526,320
8,917,502
10,775,023
9,204,794
11,942,070
10,926,866
297,566
39,845
-
298,948
36,189
7,478
337,411
342,615
11,604,658
10,584,251
14,299,263
12,324,019
(44,370)
-
(2,650,234)
(1,739,768)
11,604,658
10,584,251
These financial statements should be read in conjunction with the accompanying notes.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
39
Total Equity
$
7,130,277
5,197,500
-
(605,366)
(1,138,160)
10,584,251
$
10,584,251
986,000
1,020,005
29,149
(59,910)
$
-
-
-
-
-
-
$
-
-
-
-
-
(44,370)
(954,837)
(44,370)
11,604,658
08
Statement of Changes in Equity
for the year ended 30 June 2011
CONSOLIDATED
Issued
Capital
Accumulated
Losses
Option
Reserve
Foreign
Currency
Translation
Reserve
Year Ended 30 June 2010
$
$
$
Balance 1 July 2009
Share Placement
Option expiry
7,731,885
5,197,500
(1,203,912)
602,304
-
-
-
602,304
(602,304)
Share issue expenses
(605,366)
-
Loss for the year
As at 30 June 2010
-
(1,138,160)
12,324,019
(1,739,768)
Year Ended 30 June 2011
$
$
Balance 1 July 2010
Share Placements
Rights Issue
Option exercise
Share issue expenses
12,324,019
(1,739,768)
986,000
1,020,005
29,149
(59,910)
-
-
-
-
Total comprehensive result for
the year
-
(910,466)
As at 30 June 2011
14,299,263
(2,650,234)
-
-
-
$
-
-
-
-
-
-
-
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
40
These financial statements should be read in conjunction with the accompanying notes.
Statement of Cash Flows
09
for the year ended 30 June 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Payment to suppliers
Interest income received
Notes
CONSOLIDATED
2011
$
2010
$
(1,073,130)
32,285
(1,250,511)
46,623
Net Cash Outflow From Operating Activities
18
(1,040,845)
(1,203,888)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration expenditure
Payment for other fixed assets
(1,524,816)
(11,992)
(2,446,502)
(24,946)
Net Cash Outflow From Investing Activities
(1,536,808)
(2,471,448)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares and options
Share and option issue transaction costs
Hire purchase repayments
2,035,154
(59,910)
(7,284)
5,197,500
(605,366)
(11,948)
Net Cash Inflow From Financing Activities
1,967,960
4,580,186
Net increase / (decrease) in cash held
(609,693)
904,850
Effect of exchange rate fluctuations on cash and cash equivalents
(32,636)
(7,314)
Cash and cash equivalents at the beginning of this financial year
1,592,997
695,461
Cash and cash equivalents at the end of this financial year
5
950,668
1,592,997
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
41
These financial statements should be read in conjunction with the accompanying notes.
10
Notes to the
Financial
Statements
10
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
42
Notes to the Financial Statements
10
for the year ended 30 June 2011
NOTE 1 – STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The financial report is a general purpose financial report, which has been prepared in accordance with the
requirements of the Corporations Act 2001, Accounting Standards and Interpretations and complies with other
requirements of the law. Cost is based on the fair values of the consideration given in exchange for assets.
The financial report has also been prepared on a historical cost basis. The financial report is presented in Australian
dollars.
The company is a listed public company, incorporated in Australia and operating in Australia and Scotland. The entity’s
principal activities are mineral exploration.
The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise
stated. The financial statements are for the consolidated entity consisting of Scotgold Resources and its subsidiaries.
Reporting Basis and Conventions
The financial report has been prepared on the basis of accounting principles applicable to a going concern, which
assumes the commercial realisation of the future potential of the Company’s and consolidated entity’s assets and the
discharge of their liabilities in the normal course of business.
The Board considers that the Company is a going concern and recognises that additional funding is required to ensure
that the Company can continue to fund its and the consolidated entity’s operations and further develop their mineral
exploration and evaluation assets during the twelve month period from the date of this financial report. Such additional
funding as occurred during the year ended 30 June 2011 as disclosed in Note 25, can be derived from either one or a
combination of the following:
· The placement of securities under the ASX Listing Rule 7.1 or otherwise;
· An excluded offer pursuant to the Corporations Act 2001; or
· The sale of assets.
Accordingly, the Directors believe the Company will obtain sufficient funding to enable it and the consolidated entities
to continue as going concerns and that it is appropriate to adopt that basis of accounting in the preparation of the
financial report.
The financial report has also been prepared on an accruals basis and is based on historical costs modified by the
revaluation of selected non-current assets, and financial assets and financial liabilities for which the fair value basis of
accounting has been applied.
Statement of Compliance
The financial report was authorised for issue on 28 September 2011.
The financial report complies with Australian Accounting Standards, which include Australian equivalents to
International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report,
comprising the financial statements and notes thereto, complies with International Financial Reporting Standards
(IFRS).
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
43
10
Notes to the Financial Statements
for the year ended 30 June 2011
Adoption of new and revised standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2011, the Group has reviewed all of the new and revised Standards and Interpretations
issued by the AASB that are relevant to its operations and effective for the current annual reporting period.
It has been determined by the Group that there is no impact, material or otherwise, of the new and revised Standards
and Interpretations on its business and, therefore, no change is necessary to Group accounting policies.
The Group has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for
the year ended 30 June 2011. As a result of this review the Directors have determined that there is no impact, material
or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary
to Group accounting policies.
Accounting Policies
(a)
Basis of Consolidation
A controlled entity is any entity controlled by Scotgold Resources Limited. Control exists where Scotgold Resources
Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another
entity so that the other entity operates with Scotgold Resources Limited to achieve the objectives of Scotgold Resources
Limited. All controlled entities have a 30 June financial year-end.
All inter-company balances and transactions between entities in the consolidated entity, including any unrealised
profit or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where
necessary to ensure consistencies with those policies applied by the parent entity.
Where controlled entities have entered or left the consolidated entity during the year, their operating results have been
included from the date control was obtained or until the date control ceased.
(b)
Income Tax
The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or
disallowable items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance
date.
Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax
bases of assets and liabilities and their carrying amount in the financial statements. No deferred income tax will be
recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect
on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is
settled. Deferred tax is credited in the statement of comprehensive income except where it relates to items that may be
credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against
which deductible temporary difference can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no
adverse change will occur in income taxation legislation and the anticipation that the consolidated entity will derive
sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility
imposed by the law.
(c)
Plant and Equipment
Each class of plant and equipment is carried at cost less, where applicable, any accumulated depreciation.
Plant and equipment are measured on the cost basis less depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows
which will be received from the assets employment and subsequent disposal. The expected net cash flows have been
discounted to their present values in determining recoverable amounts.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
44
Notes to the Financial Statements
10
for the year ended 30 June 2011
when it is probable that future consolidated benefits associated with the item will flow to the consolidated entity and
the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of
comprehensive income during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets including capitalised lease assets, but excluding computers, is depreciated on
a reducing balance commencing from the time the asset is held ready for use. Computers are depreciated on a straight
line basis over their useful lives to the consolidated entity commencing from the time the asset is held ready for use.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset:
Plant and Equipment
Depreciation Rate:
15 – 50%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and
losses are included in the statement of comprehensive income. When revalued assets are sold, amounts included in
the revaluation reserve relating to that asset are transferred to retained earnings.
(d)
Exploration and Evaluation Expenditure
Exploration and evaluation expenditure incurred is either written off as incurred or accumulated in respect of each
identifiable area of interest. Tenement acquisition costs are initially capitalised. Costs are only carried forward to the
extent that they are expected to be recouped through the successful development of the areas, sale of the respective
areas of interest or where activities in the area have not yet reached a stage, which permits reasonable assessment of
the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision
to abandon the areas is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the
area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward
costs in relation to that area of interest.
Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are expensed
as incurred and treated as exploration and evaluation expenditure.
(e)
Impairment of Assets
At each reporting date, the directors review the carrying values of its tangible and intangible assets to determine
whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable
amount of the assets, being the higher of the asset’s fair value less costs to sell and value in use, is compared to
the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the
statement of comprehensive income.
Where it is not possible to estimate the recoverable amount of an individual asset, the consolidated entity estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
(f)
Provisions
Provisions are recognised where there is a legal or constructive obligation, as a result of past events, for which it is
probable that an outflow of economic benefits will result and that outflow can be reliably measured.
(g)
Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short-term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
change in value.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
45
10
Notes to the Financial Statements
for the year ended 30 June 2011
(h)
Revenue
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial
assets.
All revenue is stated net of the amount of goods and service tax (GST).
(i)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred
is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of
acquisition of the asset or as part of an item of the expenses. Receivables and payables in the statement of financial
position are shown inclusive of GST.
(j)
Contributed Equity
Issued and paid up capital is recognised at the fair value of the consideration received by the company. Any transaction
costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds
received.
(k)
Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(l)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of Directors of Scotgold Resources Limited.
(m)
Critical accounting estimates and judgements
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying
values of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may
differ from these estimates.
Key Estimates – Impairment
The Directors assess impairment at each reporting date by evaluating conditions specific to the consolidated entity
that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is
determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key
estimates.
No impairment has been recognised in respect of costs carried forward as exploration assets. The ultimate recoupment
of value is dependent on the successful development and commercial exploration or sale of the respective areas.
(n)
Share based payments – shares and options
The fair value of shares and share options granted is recognised as an expense with a corresponding increase in equity.
Fair value is measured at grant date and recognised over the period during which the grantees become unconditionally
entitled to the shares or share options.
The fair value of share grants at grant date is determined by the share price at that time.
The fair value of share options at grant date is determined using a Black-Scholes option pricing model that takes into
account the exercise price, the term of the option, any vesting and performance criteria, the share price at grant date,
the expected price volatility of the underlying share, the expected dividend yield and the risk free rate for the term of
the option.
Upon the exercise of the option, the balance of the share-based payments reserve relating to the option is transferred
to share capital.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
46
Notes to the Financial Statements
10
for the year ended 30 June 2011
NOTE 2 – REVENUE
Revenue
Interest received
Other income
Total revenue
NOTE 3 - LOSS FROM ORDINARY ACTIVITIES BEFORE TAX EXPENSES
Expenses
Borrowing cost expensed
Total borrowing cost expensed
Depreciation of non-current assets
Plant and Equipment
Office furniture and equipment
Motor vehicles
Total depreciation of non-current assets
NOTE 4 - INCOME TAX
2011
$
2010
$
33,138
742
33,880
46,623
-
46,623
2011
$
251
251
27,636
54
10,685
38,375
2010
$
1,098
1,098
33,631
69
13,014
46,714
The prima facie tax benefit at 30% on loss from ordinary activities is reconciled to the income tax provided for in the
financial statements as follows:
Loss from ordinary activities
954,837
1,138,160
Prima facie income tax benefit at 30%
286,451
341,448
Tax effect of permanent differences
Share Issue Costs amortised
R & D Tax Offset claimed
R & D Tax Offset refund received
Other non-deductible expenses
64,070
-
(123,039)
(5,658)
60,475
(98,431)
-
(86)
Income tax benefit adjusted for permanent differences
221,824
1,079,125
Deferred tax asset not brought to account
(98,785)
(1,079,125)
123,039
-
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
47
10
Notes to the Financial Statements
for the year ended 30 June 2011
The directors estimate the cumulative deferred tax asset attributable to the company and its controlled entity at 30%
are as follows:
DEFERRED TAX ASSETS
Revenue Losses after permanent differences
Capital Raising Costs yet to be claimed
2011
$
726,470
149,099
875,569
2010
$
407,609
213,169
620,778
The potential deferred tax asset has not been brought to account in the financial report at 30 June 2011 as the
Directors do not believe it is appropriate to regard the realisation of the asset as probable. This asset will only be
obtained if:
(a)
(b)
(c)
The company and its controlled entity derive future assessable income of an amount and type sufficient
to enable the benefit from the deductions for the tax losses and the unrecouped exploration expenditure
to be realised;
The company and its controlled entity continue to comply with the conditions for deductibility imposed
by tax legislation; and
No changes in tax legislation adversely affect the company and its controlled entity in realising the
benefit from the deductions for the tax losses and unrecouped exploration expenditure.
Franking Credits
No franking credits are available at balance date for the subsequent financial year.
NOTE 5 – CASH AND CASH EQUIVALENTS
Cash at bank and on hand
950,668
1,592,997
NOTE 6 – TRADE AND OTHER RECEIVABLES
Current
GST / VAT Receivable
ATO Research and Development Offset
Other receivables
Non Current
Bond on Tenement
NOTE 7 – OTHER CURRENT ASSETS
Prepaid expenses
53,932
124,330
18,041
196,303
121,671
-
877
122,548
75,586
87,719
20,076
6,527
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
48
Notes to the Financial Statements
10
for the year ended 30 June 2011
NOTE 8 – PLANT AND EQUIPMENT
Plant and equipment
Cost
Accumulated Depreciation
Movement for the year
Opening balance
Additions
Disposals
Depreciation expensed
Closing balance
2011
$
2010
$
329,783
(156,667)
173,116
326,042
(126,469)
199,573
199,573
20,261
(8,343)
(38,375)
173,116
221,341
24,946
-
(46,714)
199,573
The carrying value of plant and equipment held under finance leases and hire purchase contracts at 30 June 2011 is
$nil (2010: $20,095). There were no additions during the year under finance leases or hire purchase contracts.
Leased assets and assets under hire purchase contracts are pledged as security for the related finance lease and hire
purchase liabilities.
NOTE 9 – MINERAL EXPLORATION AND EVALUATION
Opening balance
Expenditure during the year
Closing balance
8,917,502
1,608,818
10,526,320
6,331,773
2,585,729
8,917,502
The ultimate recoupment of exploration expenditure carried forward is dependent upon successful development and
commercial exploration, or sale of the respective areas.
NOTE 10 – TRADE AND OTHER PAYABLES
Trade creditors
Other accruals
NOTE 11 – INTEREST BEARING LIABILITIES
Current
Hire purchase liability
Non-Current
Hire purchase liability
Terms and conditions
297,566
39,845
298,948
36,189
-
-
7,478
-
Hire purchase agreements are repayable by monthly instalments, the timing and amount of which are disclosed in
Note 14 and at the weighted average interest rate of 8%.
Financing Agreements
No overdraft facilities have been formalised at 30 June 2011 and neither the company nor any of its controlled entity
have lines of credit at 30 June 2011.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
49
10
Notes to the Financial Statements
for the year ended 30 June 2011
NOTE 12 – ISSUED CAPITAL
(a)
Issued capital
2011
$
2010
$
161,304,411 ordinary shares fully paid (2010: 117,306,762)
14,299,263
12,324,019
(b)
Movements in ordinary share capital of the Company were as follows:
Date
Details
Balance at 30 June 2009
03/07/2009
20/10/2009
27/11/2009
24/02/2010
Placement
Placement
Placement
Placement
Transaction costs arising on share issues
Balance at 30 June 2010
No of Shares
Value
(cents)
63,415,852
9,500,000
10,900,000
18,190,910
15,300,000
117,306,762
8.50
11.00
11.00
7.78
$
7,731,885
807,500
1,199,000
2,001,000
1,190,000
(605,366)
12,324,019
Balance at 30 June 2010
117,306,762
12,324,019
11/11/2010
19/01/2011
19/01/2011
14/02/2011
28/02/2011
21/03/2011
27/04/2011
Rights Issue
Placement
Options conversion
Options conversion
Options conversion
Options conversion
Options conversion
Transaction costs arising on share issues
Balance at 30 June 2011
(c)
Movements in options were as follows:
29,133,284
14,500,000
15,526
61,166
76,512
65,566
145,595
161,304,411
3.50
6.80
1,020,005
986,000
1,242
4,893
6,121
5,245
11,648
(59,910)
14,299,263
Date
Details
No of Options
Issue Price
Value $
Balance at 30 June 2009
30/04/2010
Expiry of options
Balance at 30 June 2010
Balance at 30 June 2010
11/11/2010
Rights Issue (free attaching options)
19/01/2011
Placement (free attaching options)
Options conversion
Options conversion
Options conversion
Options conversion
Options conversion
Balance at 30 June 2011
38,799,204
(38,799,204)
1.00
602,304
(602,304)
-
-
14,566,586
7,250,000
(15,526)
(61,166)
(76,512)
(65,566)
(145,595)
21,452,221
-
-
-
-
-
-
-
-
-
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
50
Notes to the Financial Statements
10
for the year ended 30 June 2011
(d)
Voting and dividend rights
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the
number of shares held.
At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder
has one vote on a show of hands.
NOTE 13 – RESERVES AND ACCUMULATED LOSSES
Accumulated Losses
Foreign Currency Translation Reserve
Accumulated Losses
Balance at beginning of the year
Net Loss from ordinary activities
Options expiring during the year
Balance at end of the year
Foreign Currency Translation Reserve
2011
$
2010
$
2,650,234
1,739,768
44,370
-
2,694,604
1,739,768
1,739,768
954,837
-
2,694,605
1,203,912
1,138,160
(602,304)
1,739,768
Balance at beginning of the year
Reserve arising on translation of foreign currency subsidiary
Balance at end of the year
-
44,370
44,370
-
-
-
NOTE 14 - COMMITMENTS FOR EXPENDITURE
(a)
Mineral Tenement Leases
In order to maintain current rights of tenure to mining tenements, the consolidated entity will be required to outlay in the
year ending 30 June 2012 amounts of $58,250 in respect of minimum tenement expenditure requirements and lease
rentals. The obligations are not provided for in the financial report and are payable as follows :
Not later than one year
Later than 1 year but not later than 2 years
Later than 2 years but not later than 5 years
Minimum
expenditure
27,000
27,000
81,000
135,000
Licence Fee
31,250
31,250
93,750
156,250
Total
58,250
58,250
174,750
291,250
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
51
10
Notes to the Financial Statements
for the year ended 30 June 2011
The Company has a number of avenues available to continue the funding of its current exploration program and as and
when decisions are made, the Company will disclose this information to shareholders.
(b)
Hire Purchase Liabilities
Hire purchase agreements are payable :
Not later than one year
Later than 1 year but not later than 5 years
Less charges yet to mature
Hire purchase liabilities provided for in the financial statements
Current
Non-current
NOTE 15 - CONTINGENT LIABILITIES
2011
$
2010
$
-
-
-
-
-
-
-
7,726
-
(248)
7,478
7,478
-
7,478
Scotgold Resources Limited and its controlled entities have no known material contingent liabilities as at 30 June 2011.
NOTE 16 - INVESTMENT IN CONTROLLED ENTITY
Parent
Scotgold Resources Limited
42 127 042 773
Australia
100%
N/A
Registered
Number
Country of
Incorporation
Interest
Held
Value of
investment
Subsidiary
Scotgold Resources Limited
SC 309525
Scotland
100% 5,491,881
Subsidiary of subsidiary
Fynegold Exploration Limited
NOTE 17 - SEGMENT INFORMATION
SC 084497
Scotland
100%
-
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of Directors of Scotgold Resources Limited.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
52
Notes to the Financial Statements
10
for the year ended 30 June 2011
NOTE 18 - NOTES TO THE STATEMENT OF CASH FLOWS
Reconciliation of loss after income tax to net operating cash flows
Loss from ordinary activities
Depreciation and loss on disposals
Exchange loss on revaluation of loans
Movement in assets and liabilities
Receivables
Other current assets
Payables
Net cash used in operating activities
NOTE 19 - KEY MANAGEMENT PERSONNEL
(a) Directors
2011
$
2010
$
(910,466)
(1,138,160)
38,448
-
46,714
(9,286)
(872,019)
(1,100,732)
(141,615)
41,760
(68,971)
5,851
(97,819)
(11,188)
(1,040,845)
(1,203,888)
The names and positions of Directors in office at any time during the financial year are:
In office from
In office to
John Bentley
Chris Sangster
Phillip Jackson
Shane Sadleir
Edmond Edwards
Adam Davey
Non-Executive Chairman
Managing Director
Non Executive Director
Non Executive Director
Non Executive Director
Non Executive Director
17/02/2009
17/10/2007
14/08/2007
12/03/2009
27/01/2009
12/03/2009
present
present
present
present
25/10/2010
25/10/2010
(b) Remuneration Polices
Remuneration policies are disclosed in the Remuneration Report which is contained in the Directors’ Report.
(c) Directors’ Remuneration
No salaries, commissions, bonuses or superannuation were paid or payable to directors during the year. Remuneration
was by way of fees paid monthly in respect of invoices issued to the Company by the Directors or Companies
associated with the Directors in accordance with agreements between the Company and those entities.
The Directors’ are entitled to reimbursement of out-of-pocket expenses incurred whilst on company business.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
53
10
Notes to the Financial Statements
for the year ended 30 June 2011
The total remuneration paid to directors is summarised below:
Director/Secretary
Associated Company
Year ended 30 June 2010
Fees
Consultancy
Total
John Bentley
Chris Sangster
Ptarmigan Natural Resources Ltd
84,000
-
Phillip Jackson
Holihox Pty Ltd
Edmond Edwards
Tied Nominees Pty Ltd
Shane Sadleir
Adam Davey
Mineral Products Holdings Pty Ltd
Shenton Park Investments Pty Ltd
Peter Newcomb
Symbios Pty Ltd
Year ended 30 June 2011
Phillip Jackson
Holihox Pty Ltd
Edmond Edwards
Tied Nominees Pty Ltd
Shane Sadleir
Adam Davey
Mineral Products Holdings Pty Ltd
Shenton Park Investments Pty Ltd
Peter Newcomb
Symbios Pty Ltd
John Bentley
Chris Sangster
Ptarmigan Natural Resources Ltd
54,000
-
-
228,340
54,000
54,000
54,000
54,000
-
300,000
52,000
24,000
50,400
-
108,000
462,740
-
206,750
27,000
31,500
29,000
9,000
-
150,500
-
10,000
28,400
-
144,500
389,650
84,000
228,340
106,000
78,000
104,400
54,000
108,000
762,740
54,000
206,750
27,000
41,500
57,400
9,000
144,500
540,150
(d) Shareholding
John Bentley
Chris Sangster
Phillip Jackson
Edmond Edwards
Shane Sadleir
Adam Davey
John Bentley
Chris Sangster
Phillip Jackson
Edmond Edwards
Shane Sadleir
Adam Davey
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
54
Balance
30 June 2009
Purchase and
Sales
Balance at date
of resignation
Balance
30 June 2010
-
900,000
4,500,000
1,750,000
1,760,000
11,582,785
-
-
-
87,843
-
-
19,592,785
987,843
-
-
-
-
-
-
-
900,000
4,500,000
1,750,000
1,847,843
11,582,785
-w
20,580,628
Balance
30 June 2010
Purchase and
Sales
Balance at date
of resignation
Balance
30 June 2011
900,000
4,500,000
1,750,000
1,847,843
225,000
1,125,000
437,500
N/A
N/A
N/A
-
1,847,843
11,582,785
2,895,696
-
-
N/A
-
1,125,000
5,625,000
2,187,500
N/A
14,478,481
N/A
20,580,628
4,683,196
1,847,843
23,415,981
Notes to the Financial Statements
10
for the year ended 30 June 2011
(e) Aggregate amounts payable to Directors and their personally related entities.
Consolidated
Entity
Consolidated
Entity
2011
$
2010
$
16,669
40,200
Balance
30 June 2009
Rights
Issue
Expired during
the year
Balance
30 June 2010
3,750,000
1,625,000
1,330,000
6,752,905
1,000,000
14,457,905
-
-
-
-
-
-
3,750,000
1,625,000
1,330,000
6,752,905
1,000,000
14,457,905
-
-
-
-
-
-
Balance
30 June 2010
Rights
Issue
Converted
during the year
Balance
30 June 2011
-
-
-
-
-
-
-
112,500
562,500
218,750
-
1,447,848
-
2,341,598
-
-
-
-
-
-
-
112,500
562,500
218,750
N/A
1,447,848
N/A
2,341,598
Accounts payable
(f) Optionholding
Chris Sangster
Phillip Jackson
Edmond Edwards
Shane Sadleir
Adam Davey
John Bentley
Chris Sangster
Phillip Jackson
Edmond Edwards
Shane Sadleir
Adam Davey
NOTE 20 - RELATED PARTY INFORMATION
Transactions within the Consolidated Entity
Aggregate amount receivable within the consolidated entities at
balance date
Parent Entity
Parent Entity
2011
$
2010
$
Non-current receivables
10,264,890
8,228,179
NOTE 21 - REMUNERATION OF AUDITORS
Auditing and reviewing of the financial statements of Scotgold Resources
Limited and of its controlled entities.
Other services (independent accountants report)
2011
$
34,150
-
34,150
2010
$
24,800
9,900
34,700
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
55
10
Notes to the Financial Statements
for the year ended 30 June 2011
NOTE 22 - LOSS PER SHARE
Weighted average number of ordinary shares outstanding during the
year used in the calculation of basic loss per share
There are no potential ordinary shares on issue at the date of this report.
NOTE 23 - FINANCIAL INSTRUMENTS
(a) Financial Risk Management Policies
2011
Number
2010
Number
142,279,083
96,539,464
The consolidated entity’s financial instruments consist mainly of deposits with banks, accounts receivable, accounts
payable and hire purchase liabilities.
The board’s overall risk management strategy seeks to assist the group in meeting its financial targets, whilst
maintaining potential adverse effects on financial performance. The group has developed a framework for a risk
management policy and internal compliance and control systems that covers the organisational, financial and
operational aspects of the group’s affairs. The Chairman is responsible for ensuring the maintenance of, and
compliance with, appropriate systems.
Financial Risk Exposures and Management
The main risks the group is exposed to through its financial instruments are interest rate risk, foreign currency risk and
liquidity risk.
Interest Rate Risk
The consolidated entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate
as a result of change in the market, interest rate and the effective weighed average interest rate on these financial
assets, is as follows:
Financial Assets
Cash at Bank
Total Financial Assets
Weighted Average
Effective Interest Rate
2011
2010
2.7%
5.0%
Floating Interest Rate
2011
2010
950,668
950,668
1,592,997
1,592,997
There are no Financial Liabilities subject to interest rate fluctuations.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the
balance sheet and in the notes to and forming part of the financial statements.
Interest Rate Sensitivity Analysis
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk. This sensitivity analysis
demonstrates the effect on the current year results and equity which could result in a change in these risks.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
56
Notes to the Financial Statements
10
for the year ended 30 June 2011
At 30 June 2011 the effect on the loss and equity as a result of changes in the interest rate with all other variables
remaining constant is as follows:
Change in Loss
·
Increase in interest by 2%
· Decrease in interest by 2%
Change in Equity
·
Increase in interest by 2%
· Decrease in interest by 2%
Foreign Currency Risk
2011
$
(24,524)
24,524
24,524
(24,524)
2010
$
(37,298)
37,298
37,298
(37,298)
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate
fluctuations arise.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the
reporting date is as follows:
Currency
£ Sterling
Foreign currency
Liabilities
2011
$
Assets
2011
$
Liabilities
2010
$
Assets
2010
$
185,865
411,530
209,686
348,912
Other than translational risk the Group has no significant exposure to foreign currency risk at the balance date.
Liquidity Risk
The group manages liquidity risk by monitoring forecast cash flows.
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date, is the
carrying amount net of any provisions for doubtful debts, as disclosed in the statement of financial position and notes to
the financial statement.
In the case of cash deposited, credit risk is minimised by depositing with recognised financial intermediaries such as
banks, subject to Australian Prudential Regulation Authority Supervision.
The consolidated entity does not have any material risk exposure to any single debtor or group of debtors under
financial instruments entered into by it.
Capital Management Risk
Management controls the capital of the Group in order to maximise the return to shareholders and ensure that the
group can fund its operations and continue as a going concern. Management effectively manages the group’s capital by
assessing the group’s financial risks and adjusting its capital structure in response to changes in these risks and in the
market. These responses include the management of expenditure and debt levels and share and option issues. There
have been no changes in the strategy adopted by management to control capital of the group since the prior year.
Net Fair Values
For financial assets and liabilities, the net fair value approximates their carrying value. The consolidated entity has no
financial assets or liabilities that are readily traded on organised markets at balance date and has no financial assets
where the carrying amount exceeds net fair values at balance date.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
57
10
Notes to the Financial Statements
for the year ended 30 June 2011
NOTE 24 - PARENT ENTITY DISCLOSURES
Financial Position
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Total Current Assets
NON CURRENT ASSETS
Plant and equipment
Investment in subsidiary
Loan to subsidiary
Total Non Current assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Other current liabilities
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Accumulated losses
TOTAL EQUITY
Financial Performance
2011
$
604,040
151,477
2010
$
1,356,699
16,460
755,517
1,373,160
6,473
5,491,881
10,264,890
6,968
5,491,881
8,228,179
15,763,244
13,727,028
16,518,761
15,100,188
151,546
-
122,929
10,000
151,546
132,929
151,546
132,929
16,367,215
14,967,258
18,376,754
(2,009,539)
16,401,510
(1,434,252)
16,367,215
14,967,258
Loss for the year
Other comprehensive income - options expired during the year
Total comprehensive income
(575,287)
-
(575,287)
(836,981)
602,304
234,677
The parent entity has not entered into any guarantees in relation to debts of its subsidiaries, has no contingent
liabilities, and has no commitments for acquisition of property, plant and equipment.
NOTE 25 - MATTERS SUBSEQUENT TO THE END OF FINANCIAL YEAR
On 31 August 2011 the Company announced it had allotted 28,181,626 fully paid ordinary shares at an issue price of
$0.05 in accordance with the Offer Document dated 22 July 2011. On 22 September 2011 the Company announced
it had placed the shortfall of 4,079,256 at $0.05. The entitlements issue raised a total of $1,613,000.
Other than this, since the end of the financial year under review and the date of this report, there has not arisen any
item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to
significantly affect the operations of the consolidated entity, in subsequent financial years.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
58
Directors’ Declaration
11
1.
In the opinion of the Directors of Scotgold Resources Limited (the ‘Company’):
a.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001
including:
i. giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011
and of its performance for the year then ended; and
ii. complying with Australian Accounting Standards, the Corporations Regulations 2001,
professional reporting requirements and other mandatory requirements.
b. There are reasonable grounds to believe that the company will be able to pay its debts as and when
they become due and payable.
c. The financial statements and notes thereto are in accordance with International Financial Reporting
Standards issued by the International Accounting Standards Board.
This declaration has been made after receiving the declarations required to be made to the directors in
accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2011.
This declaration is made in accordance with a resolution of the Board of Directors.
CHRIS SANGSTER – Managing Director
Dated at Tyndrum, Scotland, this 30th day of September, 2011.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
59
12
Independent Auditor’s Report
INDEPENDENT AUDITOR’S REPORT
To the members of Scotgold Resources Limited
Report on the Financial Report
We have audited the accompanying financial report of Scotgold Resources Limited (“the company”), which comprises
the statement of financial position as at 30 June 2011, the statement of comprehensive income, the statement of
changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant
accounting policies and other explanatory information, and the directors’ declaration for the consolidated entity. The
consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during
the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view
in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control
as the directors determine is necessary to enable the preparation of the financial report that is free from material
misstatement, whether due to fraud or error.
In Note 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial
Statements, that the consolidated financial report complies with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit
in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical
requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether
the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the company’s preparation and fair presentation of the financial report in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the company’s internal control.
An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the financial report.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533.
Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
60
Independent Auditor’s Report
12
Matters relating to the electronic presentation of the audited financial report
This auditor’s report relates to the financial report and remuneration report of Scotgold Resources Limited for the
financial year ended 30 June 2011 included on Scotgold Resources Limited’s website. The company’s directors are
responsible for the integrity of the Scotgold Resources Limited website. We have not been engaged to report on the
integrity of this website. The auditor’s report refers only to the financial report and remuneration report identified in this
report. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial
report. If users of the financial report are concerned with the inherent risks arising from publication on a website, they
are advised to refer to the hard copy of the audited financial report and remuneration report to confirm the information
contained in this website version of the financial report.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditor’s Opinion
In our opinion:
(a)
the financial report of Scotgold Resources Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its
performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2011.
The directors of the company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion, the Remuneration Report of Scotgold Resources Limited for the year ended 30 June 2011 complies
with section 300A of the Corporations Act 2001.
HLB MANN JUDD
Chartered Accountants
N G NEILL
Partner
Perth, Western Australia
30 September 2011
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
61
13
Shareholder Details
ANALYSIS OF SHAREHOLDING at 20 October 2011
1
1,001
5,001
10,001
100,001
-
-
-
-
-
1,000
5,000
10,000
100,000
or more
Shares
ASX
55
78
160
811
215
1,319
Shares
AIM
4
11
10
81
52
158
Shares
Total
59
89
170
892
267
1,477
Options
59
249
83
241
25
657
Total on Issue
137,514,865
56,075,969
193,590,834
21,426,680
Voting Rights
Article 16 of the Constitution specifies that on a show of hands every member present in person, by attorney or by proxy
shall have :
a)
b)
for every fully paid share held by him one vote
for every share which is not fully paid a fraction of the vote equal to the amount paid up on the share over the
nominal value of the shares
Substantial Shareholders
The following substantial shareholders have notified the Company in accordance with Corporation Act 2001.
Kenglo One Limited
Mr Shane Beatty Sadleir
Mr Christopher Sangster
Directors’ Shareholding
Shares
15,715,000
14,478,481
6,157,000
%
8.1
7.5
3.2
The interest of each director in the share capital of the Company is detailed at Note 19.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
62
Shareholder Details
13
TOP TWENTY SHAREHOLDERS
Name
Shares
Percent
Rank
KENGLO ONE LIMITED
MR SHANE BEATTY SADLEIR
GILTSPUR NOMINEES LIMITED
L R NOMINEES LIMITED
HSDL NOMINEES LIMITED
TIED NOMINEES PTY LTD
TD WATERHOUSE NOMINEES (EUROPE) LIMITED
BARCLAYSHARE NOMINEES LIMITED
MS ANGELA ELIZABETH CUSACK
HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942>
HSDL NOMINEES LIMITED
BANQUEST PTY LIMITED
MR PHILLIP JACKSON
MS DORITA THOMSON
HSDL NOMINEES LIMITED
JAMES CAPEL (NOMINEES) LIMITED
STONYDEEP INVESTMENTS PTY LTD
TRANSACT NOMINEES LIMITED
JP MORGAN NOMINEES AUSTRALIA LIMITED
TD WATERHOUSE NOMINEES (EUROPE) LIMITED
15,715,000
14,478,481
6,940,650
4,966,487
4,807,611
4,344,449
4,239,834
3,688,902
3,035,000
2,732,262
2,436,764
2,297,583
2,187,500
2,071,000
1,884,501
1,856,847
1,793,124
1,792,422
1,651,732
1,529,287
8.1%
7.5%
3.6%
2.6%
2.5%
2.2%
2.2%
1.9%
1.6%
1.4%
1.3%
1.2%
1.1%
1.1%
1.0%
1.0%
0.9%
0.9%
0.9%
0.8%
84,449,436
43.6%
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
ASX
ASX
AIM
AIM
AIM
ASX
AIM
AIM
ASX
AIM
AIM
ASX
ASX
ASX
AIM
AIM
ASX
AIM
ASX
AIM
TOP TWENTY OPTIONHOLDERS
Name
Shares
Percent
Rank
KENGLO ONE LIMITED
MR SHANE BEATTY SADLEIR
MR CHRISTOPHER SANGSTER
SARUMAN HOLDINGS PTY LTD
BARCLAYSHARE NOMINEES LIMITED
MS ANGELA ELIZABETH CUSACK
MR SIMON ROBERT EVANS
MR TIMOTHY JOHN LEWIS + MRS PRUE LEWIS
ROBERTSON ARCHITECTURAL SERVICES PTY LTD
MR PHILLIP JACKSON
MR CHRISTOPHER RICHARD BROWN
MS TERESA DE LUCA
L R NOMINEES LIMITED
MR PATRICK LAURENCE O’DONNELL
JP MORGAN NOMINEES AUSTRALIA LIMITED
NATIONAL NOMINEES LIMITED
STONYDEEP INVESTMENTS PTY LTD
MRS ELIZABETH HEATH
MR JOHN FRANCIS KINCADE + MRS JUDITH ANNE KINCADE
MR MICHAEL SEAN MUHLING
7,250,000
1,447,848
562,500
557,144
512,915
303,500
270,197
250,000
250,000
218,750
215,777
200,000
177,542
175,751
168,895
162,464
161,568
150,000
150,000
131,767
33.8%
6.8%
2.6%
2.6%
2.4%
1.4%
1.3%
1.2%
1.2%
1.0%
1.0%
0.9%
0.8%
0.8%
0.8%
0.8%
0.8%
0.7%
0.7%
0.6%
13,316,618
62.1%
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
63
14
Interest in Exploration Leases
Scotland
Location
Cononish Glen Orchy
Cononish Glen Orchy
Glen Lyon
Inverliever
Agreement
Landholder Lease
Grant Date
23 July 2009
Mineral Licence
5 November 2007
Mineral Licence
5 November 2007
Mineral Licence
5 November 2007
Area
20 sq km
975 sq km
1,369 sq km
864 sq km
Mining Leases in Scotland – general information
The mineral rights to gold and silver in most of Britain, including Scotland, are generally owned by the Crown, and a licence
for the exploration and a lease for exploitation of these metals must be obtained from the Crown Estate Commissioners
through the Crown Mineral Agent. Surface rights ( and other minerals rights) are generally held by the landowner with whom
access and lease agreements must similarly be obtained.
Mineral developments in Scotland are governed by the Town and Country Planning (Scotland) Act, with responsibility for
planning control exercised by the local Authority. Statutory designations inform as to the appropriate levels of environmental
assessment to be carried out.
1
1
0
2
T
R
O
P
E
R
L
A
U
N
N
A
D
E
T
I
M
I
L
S
E
C
R
U
O
S
E
R
D
L
O
G
T
O
C
S
64
MacCulloch 1840 Geological Map of Scotland
The first Geological Map of Scotland
Reproduced by permission of the British Geological Survey. ©NERC. All rights reserved. IPR/142-52CY
AUSTRALIA
63 Lindsay Street, Perth
WESTERN AUSTRALIA, 6000
P +61 8 9428 2950
F +61 8 9428 2955
E sgz@scotgoldresources.com
W scotgoldresources.com
SCOTLAND
Upper Tyndrum Station, Tyndrum,
Stirlingshire, SCOTLAND, FK20 8RY
P +44 1 838 400 306
E sgz@scotgoldresources.com
W scotgoldresources.com
0
3
2
0
1
1
0
X
O
B
M
R
O
T
S