TIDMWSBN
RNS Number : 9161Q
Wishbone Gold PLC
30 June 2022
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR
Please click the following link to view the full set of the
Report and Accounts along with the figure(s) and illustration(s)
included in the below announcement:
https://wishbonegold.com/wp-content/uploads/2022/06/WSBN-RA-Final-Results-for-the-year-ended-31-December-2021-p3kg.pdf
30 June 2022
Wishbone Gold Plc
("Wishbone" or the "Company")
Wishbone Gold Plc / Index: AIM: WSBN / Sector: Natural Resources
/ AQSE: WSBN
Final Results for the Year ended 31 December 2021
Wishbone Gold Plc (AIM: WSBN, AQSE: WSBN), announces its final
results for the year ended 31 December 2021. The Chairman's
Statement and Financial Statement are set out below and the full
Report and Accounts is being sent to Shareholders and is available
on the Company's website www.wishbonegold.com .
Chairman's Statement
Dear Shareholders,
In 2021 we continued the expansion of our exploration portfolio
which begun in 2020. We acquired the Cottesloe EPM in Western
Australia ("WA") in March and were granted a southern extension to
the Wishbone EPMs in Queensland ("QLD"), titled Wishbone VI, in
August.
This took our portfolio of properties to a total of 159.19 sqkm
in Western Australia and a total of 174 sqkm in the Wishbone
project group near Ravenswood in Queensland with a further 37.2
sqkm at White Mountains further north.
After COVID related issues in Australia throughout all of the
fiscal year 2021, I am very pleased to report that we are now
drilling our main exploration targets at Red Setter in Western
Australia and our Wishbone tenements in Queensland.
Exploration in 2021
Western Australia
During the year we completed far less exploration than we
anticipated due to the continued sporadic lock downs across
Australia. One of the major hinderances was the closure of the WA
border with the rest of Australia on 5(th) April 2020. At the time
no one imagined that this border would remain closed for almost two
years (697 days to be precise) until 3(rd) March 2022. This
prevented the movement of miners and equipment into or out of WA
throughout this period.
In addition there were intermittent lockdowns in various parts
of WA during the two years of closed borders which in our case
critically hampered the Heritage Surveys which we needed to
undertake on our properties before substantial exploration activity
could occur.
The result of 2021 was that although we had programs of works
approved at the government level for all the WA properties these
could not be started. In December we managed a limited amount of
drilling at Red Setter but equipment problems and restrictions on
movement meant that the full program did not start until June 2022.
Drilling is now underway and we will report as the analysis comes
through.
Figure 1: Drilling underway at Red Setter Project in WA - click
first link above to view
Figure 2: Drill in Action at the Wishbone Project in QLD - click
first link above to view
Queensland
QLD was not as bad as WA but exploration was still severely
hampered. It was thus excellent news when Dr Simon Beams, the CEO
and Chief Geologist of Terra Search, chose to use the work done for
us on the Wishbone group of tenements for his presentation to the
AusIMM Conference in Cairns in May last year. We have subcontracted
our geological and exploration work to Terra Search for many years
and we continue to work with them now in WA as well as
Queensland.
The focus of Dr Beams' presentation was that recent geochemical
and ground magnetic results at Wishbone Gold's Halo Prospect
compares very favourably to the geological setting and geochemical
association of the nearby Ravenswood Gold Deposit (total production
of 5 million plus ounces gold). These conclusions were reached by
using new analytical techniques to reprocess historic data as well
as adding new exploration work over the last 12 months.
The full presentation is available on our website at:
https://wishbonegold.com/wp-content/uploads/2021/06/WSBN_Beams_FNQ_Cairns_AusIMM_210527_9m2l.pdf
2022 led to gradual reopening
Following the WA reopening in March we managed to get Heritage
surveys completed and Red Setter and commenced surveys at
Cottesloe. We also completed all necessary Heritage surveys in
Queensland. The completion of these enabled drilling to restart at
Red Setter and to start at Wishbone II in June.
The two prospects are vastly different in that whilst the QLD
area has mineralization near to surface in WA our drill targets
start at over 100 metres in depth. The latter requires complex
drilling and management, and we are fortunate to have DDSR Drilling
Australia operating for us who have unique combination drills which
can do both rotary RC and diamond drilling - something that is
necessary to drill through the upper sedimentary units before
hitting basement. We look forward to announcing the results from
both these programs as soon as the data has been analysed.
Figure 3: Wishbone EPMs in QLD -- click first link above to
view
Figure 4: Exploration Properties Location Map in WA- click first
link above to view
Management Changes
In February 2021 David ("Sam") Hutchins joined the board as a
non-executive director. I have known Sam for many years and he
brings excellent experience to our board as a natural resources
fund manager and in his role as a Member of the FTSE Gold Mines
Index Committee.
In October 2021 Jack (Kaiyi) Sun joined the company as Group
CFO. In addition to being a qualified accountant Jack has degrees
from the Said Business School Oxford and the Judge Business School
Cambridge. I have worked with Jack for many years, and it is a
pleasure to have him back on the team.
Financial Review and Financing
At the end of the period under review, the accounts show that
Wishbone held cash balances totalling GBP3,002,547 (2020:
GBP1,602,099). Administrative costs, excluding interest during the
year, were GBP1,194,053 (2020: GBP814,944).
The Company continues its strategy of exploration on its
properties in Australia.
In conclusion I would like to thank you all: staff, shareholders
and advisers for your hard work and support. We will continue to
announce news as soon as we are allowed by regulations to do
so.
___________________________
R O'D Poulden
Chairman
30 June 2022
For further information, please contact:
Wishbone Gold Plc
Richard Poulden, Chairman Tel: +971 4 584
6284
Beaumont Cornish Limited
(Nominated Adviser and AQUIS Exchange
Corporate Adviser)
Roland Cornish/Rosalind Hill Abrahams Tel: +44 20 7628
3396
Peterhouse Capital Limited
(Broker)
Lucy Williams and Duncan Vasey Tel: +44 20 7469
0930
Wishbone Gold Plc
Consolidated Income Statement
for the year ended 31 December 2021
Notes 2021 2020
GBP GBP
Discontinued Operations
Revenue - 1,091,860
Cost of sales - (1,083,748)
Gross profit - 8,112
Interest income 17,605 -
Administration expenses 5 (9,901) (25,767)
Write-off of bad debts 15 - (38,043)
Income/(loss) from discontinued
operations 7,704 (55,698)
------------- -------------
Continuing Operations
Other income - 49,888
Interest income 21 16,340 -
Administration expenses 5 (1,184,152) (789,177)
------------- -------------
Operating loss (1,167,812) (739,289)
Gain on settlement of liability 13 - 154,941
Impairment of goodwill 10 - (145,885)
Foreign exchange (loss)/gain (80,049) 99,005
Finance costs - (7,153)
------------- -------------
Loss from continuing operations
- before taxation (1,247,861) (638,381)
Tax on loss - -
------------- -------------
Loss from continuing operations (1,247,861) (638,381)
Loss for the financial year (1,240,157) (694,079)
Loss per share:
Basic and diluted (pence) (0.746) (0.909)
There are no recognised gains or losses other than disclosed
above and there have been no discontinued activities during the
year.
The notes on pages 32 to 56 form part of these financial
statements.
Consolidated Statement of Financial Position
as at 31 December 2021
Notes 2021 2020
GBP GBP
Current assets
Trade and other receivables 8 33,135 423,820
Cash and cash equivalents 3,002,547 1,602,099
3,035,682 2,025,919
------------- -------------
Non-current assets
Property, plant and equipment
- net 9 - -
Goodwill 10 - -
Other intangible assets 10 1,460,055 1,020,930
1,460,055 1,020,930
------------- -------------
Total assets 4,495,737 3,046,849
============= =============
Current liabilities 13 135,752 278,484
Equity
Share capital 14 2,991,216 2,967,390
Share premium 11,698,892 8,943,833
Share payment reserve 72,987 -
Translation adjustment (411,419) (411,419)
Foreign exchange reserve (212,258) (192,163)
Accumulated losses (9,779,433) (8,539,276)
4,359,985 2,768,365
Total equity and liabilities 4,495,737 3,046,849
============= =============
The financial statements were approved by the board and
authorised for issue on 30 June 2022 and signed on its behalf
by:
A.D. Gravett R O'D Poulden
Director Director
The notes on pages 32 to 56 form part of these financial
statements.
Company Statement of Financial Position
as at 31 December 2021
Notes 2021 2020
GBP GBP
Current assets
Trade and other receivables 8 7,584 1,811,879
Loans 15 2,398,756 1,335,107
Cash and cash equivalents 2,430,728 -
4,837,068 3,146,986
------------- -------------
Non-current assets
Investments 11 104,105 104,105
104,105 104,105
------------- -------------
Total assets 4,941,173 3,251,091
============= =============
Current liabilities 13 92,607 190,616
Equity
Share capital 14 2,991,216 2,967,390
Share premium 14 11,698,892 8,943,833
Share payment reserve 14 72,987 -
Translation adjustment 14 (411,419) (411,419)
Accumulated losses (9,503,110) (8,439,329)
------------- -------------
4,848,566 3,060,475
Total equity and liabilities 4,941,173 3,251,091
============= =============
The financial statements were approved by the board and
authorised for issue on 30 June 2022 and signed on its behalf
by:
A.D. Gravett R O'D Poulden
Director Director
The notes on pages 32 to 56 form part of these financial
statements.
Consolidated Statement of Cash Flows
for the year ended 31 December 2021
Notes 2021 2020
GBP GBP
Cash flows from operating activities
( 1,240,157 ( 694,079
Loss before tax ) )
Reconciliation to cash generated from
operations:
Foreign exchange (gain)/loss 80,049 (99,005)
Interest expense - 7,153
Impairment of goodwill 10 - 145,885
Write-off of bad debts 15 - 38,043
Write-off of receivables 5 - 10,937
Depreciation 9 - 19,487
Administrative expenses converted
into ordinary shares 14 - 168,536
Administrative expenses under share
option scheme 72,987 -
Gain on settlement of liability 13 - (154,941)
-----------
Operating cash flow before changes
in working capital (1,087,121) (557,984)
------------
Decrease in receivables 325,420 86,943
(Decrease)/increase in payables (164,720) 314,639
-----------
Net cash flows used in operations (926,421) (156,402)
------------
Cash flows from an investing activity
Additions of intangible assets 10 (217,125) (368,077)
Net cash flows used in investing
activities (217,125) (368,077)
------------
Cash flows from a financing activity
Issue of shares for cash 14 2,556,885 2,355,200
Net cash flows from financing activities 2,556,885 2,355,200
------------
Effects of exchange rates on cash
and cash equivalents, including effects
of foreign exchange reserve (12,891) (241,570)
------------ -----------
Net increase in cash and cash equivalents 1,400,448 1,589,151
Cash and cash equivalents at 1 January 1,602,099 12,948
------------ -----------
Cash and cash equivalents at 31 December 3,002,547 1,602,099
============ ===========
The notes on pages 32 to 56 form part of these financial
statements.
Company Statement of Cash Flows
for the year ended 31 December 2021
Notes 2021 2020
GBP GBP
Cash flows from operating activities
Loss before tax (1,063,781) (1,092,676)
Reconciliation to cash generated
from operations:
Foreign exchange (gain)/loss 80,049 (99,005)
Interest expense - 7,153
Provision for impairment of related
party loans 21 - 497,104
Write-off of receivables 5 - 10,937
Impairment of investments 11 - 194,183
Gain on settlement of liability 13 - (154,941)
Administrative expenses converted
into ordinary
shares 14 - 168,538
Administrative expenses under share
option scheme 72,987 -
------------
Operating cash flow before changes
in working capital (910,745) (468,707)
Decrease/(increase) in receivables 897,381 (1,911,762)
(Decrease)/increase in payables (119,997) 249,936
Net cash flows used in operations (133,361) (2,130,533)
------------ ------------
Cash flows from financing activities
Issue of shares for cash 14 2,556,885 2,355,200
Net cash flow from financing activities 2,556,885 2,355,200
------------ ------------
Effects of exchange rates on cash
and cash equivalents 7,204 (227,922)
Net increase/(decrease) in cash
and cash equivalents 2,430,728 (3,255)
Cash and cash equivalents at 1 January - 3,255
------------ ------------
Cash and cash equivalents at 31
December 2,430,728 -
------------ ------------
The notes on pages 32 to 56 form part of these financial
statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
1. General Information
The consolidated financial statements of Wishbone Gold Plc (the
"Company") and its subsidiaries (the "Group") for the year ended 31
December 2021 were authorised for issue in accordance with a
resolution of the Company's directors on 30 June 2022.
The Company was incorporated in Gibraltar under the name of
Wishbone Gold Plc as a public company under the Gibraltar Companies
Act 2014. The authorised share capital of the Company is
GBP8,000,000 divided into 8,000,000,000 shares of GBP0.001 each.
The registered office is located at Suite 16, Watergardens 5,
Waterport Wharf GX11 1AA , Gibraltar.
In 2021 the Group continued the expansion of its exploration
portfolio which begun in 2020. The Group acquired the Cottesloe EPM
in Western Australia ("WA") in March and were granted a southern
extension to the Wishbone EPMs in Queensland ("QLD"), titled
Wishbone VI, in August.
This took the Group's portfolio of properties to a total of
159.19 sqkm in Western Australia and a total of 174 sqkm in the
Wishbone project group near Ravenswood in Queensland with a further
37.2 sqkm at White Mountains further north.
Further share allotments have been made as disclosed in note
14.
2. Accounting Policies
Basis of preparation
The financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS") applied in accordance with
the provisions of the Gibraltar Companies Act 2014 ("the Act").
In accordance with the Gibraltar Companies Act 2014, the
individual statement of financial position of the Company has been
presented as part of these financial statements. The individual
statement of comprehensive income has not been presented as part of
these financial statements as permitted by Section 288 of the Act.
The individual statement of comprehensive income of the Company
shows a loss for the year of GBP1,603,781 (2020: GBP1,092,676).
IFRS is subject to amendment and interpretation by the
International Accounting Standards Board ("IASB") and the
International Financial Reporting Interpretations Committee
("IFRIC"). The accounts have been prepared on the basis of the
recognition and measurement principles of IFRS that are applicable
for the year commencing 1 January 2020.
The consolidated financial statements have been prepared under
the historical cost convention. The principal accounting policies
set out below have been consistently applied to all years presented
other than changes from the new and amended standards and
interpretations effective from 1 January 2021.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
2. Accounting Policies - continued
Going concern
The Group has incurred losses during the financial years ended
31 December 2021 and 31 December 2020.
In June 2020, driven in part by the lack of air freight and
travel caused by COVID-19 the Group fundamentally changed its
strategy. It suspended all gold trading operations and re-focused
on exploration in Australia. Initially this was on the existing
properties in Queensland but during the latter part of 2020 and
early 2021 the group took options over and acquired additional
properties in Western Australia.
COVID-19 remains an unpredictable factor in all company
operations worldwide and the Company is no exception to this.
The presentation of this new strategy was received extremely
well by the markets with the Company's market capitalization rising
from GBP1.25m in June 2020 to over GBP30m by June 2021. This has
enabled the Company to raise GBP2.57m in 2021 (2020: GBP3.57m).
The Directors have reviewed the financial condition of the Group
since 31 December 2021 and have considered the Group's cash
projections and funding plan for the 12 months from the date of
approval of these financial statements. The Group's current cash
situation without any additional funding will not only sustain the
Company for at least the next twelve months but allow the Group to
continue its aggressive exploration program in Australia. This can
of course be adjusted in accordance with the results. All
exploration is inherently unpredictable as to the final
outcome.
The Company has also demonstrated that it has the ability to
raise capital for its new strategy that it may require to
accelerate the exploration program if it desires. At the date of
approval of these financial statements, the Company is currently
debt free.
The Board of Directors is confident that the Group has access to
sufficient funds to enable the Group to meet its liabilities as and
when they fall due for at least the next twelve months and also to
continue full operations in exploration.
Basis of consolidation
The Group's consolidated financial statements incorporate the
financial statements of the Company and its subsidiaries prepared
at 31 December each year. Control is achieved where the company has
power to govern the financial and operating policies of an investee
entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by the Group.
All intra-group transactions and balances and any unrealised
gains and losses arising from intra-group transactions are
eliminated in preparing the consolidated accounts.
In the parent company financial statements, the investment in
the subsidiaries is accounted for at cost.
Functional and presentational currencies
The individual financial information of the entity is measured
and presented in the currency of the primary economic environment
in which the entity operates (its functional currency).
The Company's functional currency has historically been the
United States Dollar ("US$"), which was also the Company's
presentation currency.
As at 1 January 2021, the functional currency of the Company is
the Pounds Sterling ("GBP"). The Board of Directors considered that
the Group's source of funding is predominantly GBP denominated. As
a result, the Directors have determined that GBP is the currency
which best reflects the underlying transactions, events and
conditions relevant to the Group with effect from 1 January 2021
("the effective date of the change").
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
2. Accounting Policies - continued
Functional and presentational currencies - continued
In accordance with IAS 21 'The Effect of Changes in Foreign
Exchange Rates', the effect of a change in functional currency is
accounted for prospectively. All items were translated at the
exchange rate on the effective date of the change, being US$ 0.7321
to GBP1. The resulting translated amounts for non-monetary items
are treated as their historical cost. Share capital and premium
were translated at the historic rates prevailing at the dates of
the underlying transactions.
The effects of translating the Company's financial results and
financial position into GBP were recognized in the foreign currency
translation reserve.
The financial statements are presented in GBP including the
comparative figures. All amounts are recorded in the nearest GBP,
except when otherwise indicated.
Business combinations and goodwill
On acquisition, the assets and liabilities, and contingent
liabilities of subsidiaries are measured at their fair values at
the date of acquisition. Any excess of cost of acquisition over the
fair value of identifiable net assets acquired is recognised as
goodwill. Any deficiency of the cost of acquisition below the fair
value of identifiable net assets acquired (i.e., discount on
acquisition) is credited to the income statement in the period of
acquisition. Goodwill arising on consolidation is recognised as an
asset and reviewed for impairment at least annually. Any impairment
is recognised immediately in the income statement and is not
subsequently reversed.
Exploration and evaluation assets
Exploration and evaluation expenditure in relation to separate
areas of interest for which rights of tenure are current is carried
forward as an asset in the statement of financial position where it
is expected that the expenditure will be recovered through the
successful development and exploitation of an area of interest, or
by its sale; or exploration activities are continuing in an area
and activities have not reached a stage which permits a reasonable
estimate of the existence or otherwise of economically recoverable
reserves. Where a project or an area of interest has been
abandoned, the expenditure incurred thereon is written off in the
year in which the decision is made. Exploration and expenditure
ceases after technical feasibility and commercial viability of
extracting a mineral resource are demonstrable.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated
depreciation. Cost is depreciated on a straight-line basis over
their expected useful lives as follows:
Machinery 15% per annum
Investments
Investments in group undertakings
Investments in group undertakings are measured at cost less any
impairments arising should the fair value after disposal costs be
lower than cost.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
2. Accounting Policies - continued
Impairment of non-financial assets
At each year end date, the Group reviews the carrying amounts of
its non-financial assets, which comprise of investments, tangible
and intangible assets, to determine whether there is any indication
that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the assets is
estimated in order to determine the extent of the impairment loss
(if any). Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less cost to
sell, and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset, for
which the estimates of future cash flows have not been
adjusted.
If the recoverable amount of an asset (or cash generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (cash generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at revalued
amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (cash generating unit) in prior periods. A reversal
of impairment loss is recognised in the income statement
immediately.
During the year, the Group did not recognize any impairment of
goodwill GBPNil (2020: GBP145,885) since the goodwill value was
taken to zero in 2020. Furthermore, in 2021, the Company did not
recognise additional impairment of its related party loans of
GBPNil (2020: GBP466,750).
Foreign currencies
The consolidated financial statements are presented in Gibraltar
Pounds Sterling ("GBP"), the presentation and functional currency
of the Company. All values are rounded to the nearest GBP.
Transactions denominated in a foreign currency are translated into
GBP at the rate of exchange at the date of the transaction or using
the average rate for the financial year. At the year-end date,
monetary assets and liabilities denominated in foreign currency are
translated at the rate ruling at that date. All exchange
differences are dealt with in the income statement.
On consolidation, the assets and liabilities of foreign
operations which have a functional currency other than GBP are
translated into GBP at foreign exchange rates ruling at the
year-end date. The revenues and expenses of these subsidiary
undertakings are translated at average rates applicable in the
period. All resulting exchange differences are recognised as a
separate component of equity. Foreign exchange gains or losses
arising from a monetary item receivable from or payable to a
foreign operation are recognised in the consolidated statement of
comprehensive income and disclosed as a separate component of
equity, such foreign exchange gains or losses are reclassified from
equity to the income statement on disposal of the net foreign
operation. The same foreign exchange gains or losses are recognised
in the stand-alone income statements of either the parent or the
foreign operation.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
2. Accounting Policies - continued
Foreign currencies - continued
In the statement of cash flows, cash flows denominated in
foreign currencies are translated into the presentation currency of
the Group at the average exchange rate for the year or the
prevailing rate at the time of the transaction where more
appropriate.
The closing exchange rate applied at the year-end date was AUD
1.8624 per GBP1 (2020: AUD 1.1.7752). The average exchange rate
applied at the year-end date was AUD 1.8315 per GBP1 (2020: AUD
1.8611).
The closing exchange rate applied at the year-end date was AED
4.9710 per GBP1 (2020: AED 5.0508). The average exchange rate
applied at the year-end date was AED 5.0493 per GBP1 (2020: AED
4.7162).
Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker
as required by IFRS 8 "Operating Segments". 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.
The accounting policies of the reportable segments are
consistent with the accounting policies of the Group as a whole.
Segment loss represents the loss incurred by each segment without
allocation of foreign exchange gains or losses, investment income,
interest payable and tax. This is the measure of loss that is
reported to the Board of Directors for the purpose of the resource
allocation and the assessment of the segment performance.
When assessing segment performance and considering the
allocation of resources, the Board of Directors review information
about segment assets and liabilities. For this purpose, all assets
and liabilities are allocated to reportable segments (note 4).
Revenue recognition
The Group earns its revenues only from gold trading, which is
recognised at a point in time. Revenue is recognised when control
of a good or service transfers to a customer. A new five-step
approach is applied before revenue can be recognised:
identify contracts with customers;
identify the separate performance obligation;
determine the transaction price of the contract;
allocate the transaction price to each of the separate
performance obligations; and
recognise the revenue as each performance obligation is
satisfied.
The revenue recognition under IFRS 15 is similar to how the
Company has previously accounted for its revenues under the old
revenue accounting standards.
Trade and other receivables
Trade and other receivables are recognised initially at fair
value and subsequently measured at amortised cost less provision
for impairment.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
2. Accounting Policies - continued
Impairment of financial assets
The Group has adopted the expected credit loss model ("ECL") in
IFRS 9. The ECL is to be measured through a loss allowance at an
amount equal to:
-- the 12-month expected credit losses (ECL that result from
those default events on the financial instrument that are possible
within 12 months after the reporting date); or
-- full lifetime expected credit losses (ECL that result from
all possible default events over the life of the financial
instrument).
The Group only holds cash and trade and other receivables with
no financing component and therefore has adopted an approach
similar to the simplified approach to ECLs.
Provision for impairment (or the ECL) is established based from
full lifetime ECL and when there is objective evidence that the
Group will not be able to collect all amounts due according to the
original terms of the receivable. The amount of the impairment is
the difference between the asset's carrying amount and the present
value of the estimated future cash flows, discounted at effective
interest rate.
Cash and cash equivalents
Cash and cash equivalents comprise on demand deposits held with
banks.
Trade and other payables
Trade payables are initially measured at fair value, and
subsequently measured at amortised cost, using the effective
interest rate method.
Taxation
Current tax is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or
substantively enacted by the year end date. Deferred taxation is
provided in full, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial
statements. However, if the deferred tax arises from the initial
recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects
neither accounting, nor taxable profit or loss, it is not accounted
for. Deferred tax is determined using tax rates and laws that have
been enacted (or substantively enacted) by the year end date and
are expected to apply when the related deferred tax asset is
realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which
the temporary differences can be utilised.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the entity after deducting all of its
liabilities. Equity instruments issued by a group entity are
recorded at the proceeds received, net of any direct issue
costs.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
2. Accounting Policies - continued
Share based payments
The Company has historically issued warrants and share options
in consideration for services. The fair value of the warrants have
been treated as part of the cost of the service received and is
charged to share premium with a corresponding increase in the share
based payment reserve. All subscriber warrants issued in the prior
years had already lapsed, thus the share based payment reserve was
transferred to retained earnings. In 2021 and 2020, the Group
issued warrants (see note 16) as part of the total consideration
for the acquisition of exploration licenses (see note 10), for
which the value attributable to the warrants is GBPNil.
Standards, amendments and interpretations to existing standards
that are effective in 2021
The following new standards, amendments and interpretations to
existing standards have been adopted by the Group during the year
but have had no significant impact on the financial statements of
the Group:
Interest rate benchmark reform - Phase 2, Amendments to IFRS 9,
IAS 39,, IFRS 7, IFRS 4 and IFRS 16. The amendment provide
temporary reliefs which address the financial reporting effects
when an interbank offered rate (IBOR) is replaced with an
alternative nearly risk-free interest rate (RFR). The amendment had
no impact on the consolidated financial statements of the Group.
The Group intends to use the practical expedients in future periods
if they become applicable.
COVID-19 related rent concessions beyond 30 June 2021,
Amendments to IFRS 16. On 28 May 2020, the IASB issued Covid-19
Related Rent Concessions - amendments to IFRS 16 Leases. The
amendments provide relief to lessees from applying IFRS 16 guidance
on lease modification accounting for rent concessions arising as a
direct consequence of the Covid-19 pandemic. As a practical
expedient, a lessee may elect not to assess whether a Covid-19
related rent concession from a lessor is a lease modification. The
amendment was intended to apply until 30 June 2021, but as the
impact of the Covid-19 pandemic is continuing, on 31 March 2021,
the IASB extended the period of application of the practical
expedient to 30 June 2022. The amendment applies to annual
reporting periods beginning on or after 1 April 2021. However, the
Group has not received Covid-19 related rent concessions but plans
to apply the practical expedient if it becomes applicable with
allowed period of application.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
2. Accounting Policies - continued
New standards, amendments and interpretations to existing
standards that are not yet effective or have not been early adopted
by the Group
At the date of authorisation of these consolidated financial
statements, the following standards and interpretations were in
issue but not yet mandatorily effective and have not been applied
in these financial statements:
IFRS 3 (Amendments), 'Business Combination - Reference to the
Conceptual Framework' (effective from 1 January 2022). The
amendments update an outdated reference to the Conceptual Framework
in PFRS 3 without significantly changing the requirements in the
standard.
IAS 16 (Amendments), 'Property, Plant and Equipment - Proceeds
Before Intended Use' (effective from 1 January 2022). The
amendments prohibit deducting from the cost of an item of property,
plant and equipment any proceeds from selling items produced while
bringing that asset to the location and condition necessary for it
to be capable of operating in the manner intended by management.
Instead, an entity recognizes the proceeds from selling such items,
and the cost of producing those items, in profit or loss.
IAS 37 (Amendments), 'Provisions, Contingent Liabilities and
Contingent Assets: Onerous Contracts - Cost of Fulfilling a
Contract' (effective from 1 January 2022). The amendments specify
that the 'cost of fulfilling' a contract comprises the 'costs that
relate directly to the contract'. Costs that relate directly to a
contract can either be incremental costs of fulfilling that
contract (examples would be direct labor, materials) or an
allocation of other costs that relate directly to fulfilling
contracts (an example would be the allocation of the depreciation
charge for an item of property, plant and equipment used in
fulfilling the contract).
Annual Improvements to IFRS 2018-2020 Cycle. Among the
improvements, the only amendments, which are effective from 1
January 2022, relevant to the Group are IFRS 9 (Amendments),
'Financial Instruments - Fees in the '10 per cent' Test for
Derecognition of Liability'. The improvements clarify the fees that
an entity includes when assessing whether the terms of a new or
modified financial liability are substantially different from the
terms of the original financial liability
.
IAS 1 (Amendments), 'Presentation of Financial Statements -
Classification of Liabilities at Current or Non-current' (effective
from 1 January 2023). The amendments aim to promote consistency in
applying the requirements by helping companies determine whether,
in the statement of financial position, debt and other liabilities
with an uncertain settlement date should be classified as current
(due or potentially due to be settled within one year) or
non-current.
The Company assessed that there is no significant impact of the
adoption of the new or amended Accounting Standards and
Interpretations on the Company's financial statements. The Company
has not early adopted any other standard, interpretation or
amendment that has been issued but is not yet effective.
3. Critical accounting estimates and judgements
The critical accounting estimates and judgements made by the
Group regarding the future or other key sources of estimation,
uncertainty and judgement that may have a significant risk of
giving rise to a material adjustment to the carrying values of
assets and liabilities within the next financial year are:
Critical judgements in applying the group's accounting
policies
Going concern (including impact of COVID-19)
The preparation of the financial statements is based on the
going concern assumption as disclosed in note 2. The Board of
Directors, after taking into consideration the additional funding
received, believe the going concern assumption is appropriate.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
3. Critical accounting estimates and judgements - continued
Determining capitalizable exploration and evaluation
expenditures
The application of the Company's accounting policy for
exploration and evaluation expenditure requires judgement to
determine whether future economic benefits are likely from either
future exploration or sale, or whether activities has not reached a
stage that permits a reasonable assessment of the existence of
reserves.
In addition to applying judgement to determine whether future
economic benefits are likely to arise from the Company's
exploration and evaluation assets, or whether activities have not
reached a stage that permits a reasonable assessment of the
existence of reserves, the Company has to apply a number of
estimates and assumptions. The determination of JORC resource is
itself an estimation process that involves varying degree of
uncertainty depending on how the resources are classified.
The estimation directly impacts when the Group defers
exploration and evaluation expenditure. The deferral policy
requirements management to make certain estimates and assumptions
about future events and circumstances, particularly, whether an
economically viable extraction operation can be established.
Any such estimates and assumptions may change as new information
becomes available. If, after expenditure is capitalised,
information becomes available suggesting that the recovery of
expenditure is unlikely, the relevant capitalized amount is written
off to the statement of profit or loss and other comprehensive
income in the period when the new information becomes
available.
Impairment of exploration and evaluation assets
Impairment of exploration and evaluation expenditure is subject
to significant estimation, due to the complexity of the accounting
requirements and the significant judgement required in determining
the assumptions to be used to estimate the recoverable amount. As
at 31 December 2021, the Board of Directors are satisfied that no
impairment exists as outlined in note 20.
If, after expenditure, is capitalized, information becomes
available suggesting that the recovery of expenditure is unlikely,
the amount capitalised is written off in profit and loss in the
period when the new information becomes available. As at 31
December 2021, no such information is available to suggest that the
expenditure is not recoverable.
Impairment of property, plant and equipment
In assessing impairment, management estimates the recoverable
amount of the equipment in Wishbone Honduras based on expected
future cash flows. Estimation uncertainty relates to determination
of future cash flows, including the potential value if the
equipment is to be sold to a third party. In 2019, management
determined that the equipment has become idle, thus, has not put
into use in the operations. Accordingly, the Board of Directors
considered that the equipment shall be impaired in 2020 as it
believed that the recoverable amount was lower than the carrying
value of the property, plant and equipment.
Impairment of goodwill
In 2020, the Board of Directors considered that the goodwill
arising from the acquisition of Precious Metals International Ltd
together with its wholly owned subsidiary Black Sand FZE ("the PMI
Group") was overvalued. Thus, the directors reviewed the carrying
value for the current financial year and considered that goodwill
as at 31 December 2020 should be fully impaired.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
3. Critical accounting estimates and judgements - continued
Determination of functional currency
As at 1 January 2021, the functional currency of the Company is
the Pounds Sterling ("GBP"). The Board of Directors considered that
the Group's source of funding is predominantly GBP denominated. As
a result, the Directors have determined that GBP is the currency
which best reflects the underlying transactions, events and
conditions relevant to the Group with effect from 1 January 2021
("the effective date of the change").
Parent company statement of financial position - impairment of
the investment in a subsidiary and related party receivables
The Company's investments in its subsidiaries are carried at
cost less provision for impairment. The values of the investments
are inherently linked to the assets held by and or the performance
of the subsidiaries and an impairment review is undertaken by
management annually to assess whether any permanent diminution in
value has occurred.
At the reporting date, the Australian subsidiaries had net
assets of GBP406,094 (AUD 756,323) (net liabilities in 2020:
GBP224,084 (AUD 419,165)). As noted above, the Board of Directors
do not consider that the exploration and evaluation assets are
impaired. An independent valuation of the underlying assets in
these subsidiaries was carried out in 2019, which provided a
midpoint value of AUD1,218,750 and therefore there is no indication
of impairment of the investment in and loan to the Australian
subsidiaries of GBP104,105 (2020: 104,105) and GBP2,398,756 (2020:
GBP1,335,107) respectively. Further in 2021, in a report of Terra
Search, the recent geochemical and ground magnetic results at
Wishbone's Gold's Halo prospect compares very favourably to the
geological setting and geochemical association of the nearby
Ravenswood Gold Deposit (total production of 5 million plus ounces
gold).
At the reporting date, the UAE subsidiary had net liabilities of
GBP458,607 (AED 2,279,755) (2020: GBP462,089
(AED2,318,660) ) . The Company provided full allowance for
impairment on the loan to the UAE subsidiary, with gross balance of
US$375,263.
Valuation of warrants
As described in note 16, the fair value of any warrants granted
was calculated using the Binomial Option Pricing model which
requires the input of highly subjective assumptions, including
volatility of the share price. Changes in subjective input
assumptions may materially affect the fair value estimate.
4. Segmental analysis
Management has determined the operating segments by considering
the business from both a geographic and product perspective. For
management purposes, the Group is currently organised into a single
operating division, resource evaluation (Australia). The division
is the business segment for which the Group reports its segment
information internally to the Board of Directors.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
5. Administrative expenses
2021 2020
GBP GBP
Fees payable to the Company's auditor
for the audit of the Group consolidated
financial statements 36,500 42,358
Other administrative costs 902,987 616,155
Remuneration of directors of the Group 254,566 126,007
Depreciation - 19,487
Bad debts expense - 10,937
1,194,053 814,944
---------- ---------
Remuneration to the directors of the Group may be settled via
the issue of equity in the Company and cash, as disclosed in note
21.
6. Taxation
The Company is subject to corporation tax in Gibraltar on any
profits, which are accrued in or derived from Gibraltar or any
passive income which is taxable. The corporation tax rate in
Gibraltar for the year ended 31 December 2021 is 12.5% (2020: 10%).
The Company has no operations in Gibraltar which are taxable.
The Company has taxable losses to carry forward, consequently no
provision for corporate tax has been made in these financial
statements.
The Group's subsidiary, Wishbone Gold Pty Ltd, is subject to
corporate income tax in Australia. The corporate income tax rate in
Australia for the year ended 31 December 2021 is 30% (2020:
30%).
This subsidiary has taxable losses to carry forward,
consequently no provision for corporate tax has been made in these
financial statements.
Note that there are no group taxation provisions under the tax
laws of Gibraltar.
As at 31 December 2021 and as at 31 December 2020, the Company
has no deferred tax assets and no deferred tax liabilities.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
7. Loss per share
2021 2020
GBP GBP
Loss for the purpose of basic loss
per share being net loss attributable
to equity owners of parent (1,240,157) (694,079)
----------------------- ---------------------
Loss for the purpose of diluted earnings
per share (1,240,157) (694,079)
Number of shares:
Weighted average number of shares
in issue during the year:
Issued ordinary shares at the beginning
of the year 2,845,879,000 2,845,878,980
Effect of share issues before reorganisation - 20
----------------------- ---------------------
Weighted average number of new ordinary
shares before reorganisation 2,845,879,000 2,802,036,973
----------------------- ---------------------
Weighted average number of new ordinary
shares
Issued ordinary shares at the beginning
of the year 149,969,321 28,458,790
Effect of share issues after reorganisation 16,369,536 47,120,629
----------------------- ---------------------
Weighted average number of new ordinary
shares at 31 December 166,338,857 75,579,419
----------------------- ---------------------
Basic loss per share (pence) (0. 746) (0.918)
----------------------- ---------------------
Due to the Company and the Group being loss making, the share
warrants (note 16) are antidilutive.
8. Trade and other receivables
2021 2020
Group GBP GBP
Debtors 19 7,684
Prepayments 1,577 6,887
Loans from directors 31,539 31,249
Unpaid share capital - 378,000
33,135 423,820
-------- ---------
2021 2020
Company GBP GBP
Debtors 12 2,491
Prepayments - 6,107
Unpaid share capital - 378,000
Other receivable (see note 21) 7,572 1,425,281
7,584 1,811,879
------ ----------
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
9. Property, plant and equipment
2021 2020
Group GBP GBP
Cost
As at 1 January and 31 December 184,164 184,164
Accumulated Depreciation and Impairment
As at 1 January (184,164) (164,677)
Depreciation charges during the year - (19,487)
As at 31 December (184,164) (184,164)
---------- ----------
Net Book Value
As at 31 December - -
========== ==========
The plant in Honduras is currently not in production. Given the
status of the Honduran operations, Management deemed that the value
of the property, plant and equipment has been fully depreciated as
at 31 December 2020.
10. Intangible assets
Exploration
& evaluation
Goodwill assets Total
Group GBP GBP GBP
Cost
At 1 January 2020 141,062 292,571 433,633
(Impairment)/additions (145,885) 734,744 588,859
Foreign exchange revaluation 4,823 (6,385) (1,562)
At 31 December 2020 - 1,020,930 1,020,930
----------- -------------- -----------
At 1 January 2021 - 1,020,930 1,020,930
(Impairment)/additions - 488,364 488,364
Foreign exchange revaluation - (49,239) (49,239)
At 31 December 2021 - 1,460,055 1,460,055
----------- -------------- -----------
The Group holds Exploration Permits for Mining ("EPMs") to four
tenements in Queensland, Australia and four exploration licenses in
Western Australia. The renewal of the EPMs is for a maximum further
period of 5 years. Permits are not automatically renewed but
require an application to the Queensland Department of Natural
Resources and Mines.
In 2016, Wishbone acquired 100% of the share capital of Precious
Metals International Ltd together with its wholly owned subsidiary
Black Sand FZE ("the PMI Group"). The resulting goodwill of GBP
647,984 reflects the fair value of the net assets acquired and the
value of the considerations at the time of acquisition. The
directors have fully impaired this goodwill.
In 2020, the Group acquired three exploration licenses in
Western Australia for a total deemed consideration of GBP549,999
which consists of cash amounting to GBP183,333, shares of stocks
with deemed value of GBP366,666 and share warrants valued at nil
(see notes 14 and 16). A portion of the warrants issued were
exercised in 2021 for a total consideration of GBP122,222.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
10. Intangible assets - continued
In 2021, the Group acquired additional exploration license in
Western Australia for a total deemed consideration of GBP161,000
which consists of cash amounting to GBP35,000 , shares of stocks
with deemed value of GBP126,000 and share warrants valued at nil
(see notes 14 and 16).
11. Investments
Shares in subsidiary undertakings
2021 2020
Company GBP GBP
Cost
As at 1 January and 31 December 697,329 697,329
Accumulated Impairment
As at 1 January (593,224) (423,186)
Impairment charges during the year
(see note 12) - (194,183)
Foreign exchange revaluation - 24,145
---------- ----------
As at 31 December (593,224) (593,224)
---------- ----------
Net Book Value
As at 31 December 104,105 104,105
========== ==========
Country of Cost of
Class of registration Investment
Company shares held % held or incorporation GBP
110,000,000
ordinary
shares
Wishbone Gold Pty of GBP 0.001
Ltd each 100% Australia 104,105
100 common
Precious Metals shares of British Virgin
International Ltd. USD 1 each 100% Islands 182,326
2,000 ordinary
Wishbone Gold Honduras shares of
Ltd. GBP 1 each 100% Gibraltar 410,898
Wishbone Gold FZ-LLC 10 ordinary
shares of
AED 1,000 United Arab
each 100% Emirates -
Wishbone Gold WA 100 ordinary
Pty Ltd shares of
AUD 1 each 100% Australia -
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
11. Investments - continued
Wishbone Gold Pty Ltd is an exploration company. The Company is
incorporated in Australia and the registered office address is c/o
RSM, Level 6, 340 Adelaide St, Brisbane City 4000, Australia.
Precious Metals International Ltd. is a holding company that
controls Black Sand FZE in the UAE. Precious Metals International
Ltd. is incorporated in the British Virgin Islands and the
registered office address is Nerine Chambers, P.O. Box 905, Road
Town, Tortola, British Virgin Islands.
Wishbone Gold Honduras Ltd. is a company incorporated in
Gibraltar and the registered office address is at Suite 16,
Watergardens 5, Waterport Wharf, Gibraltar. In the previous years,
the company has not been consolidated into the financial statements
since there were no transactions in the company which are material
at a group level.
Wishbone Gold FZ-LLC is a company incorporated in the UAE and
the registered office address is at Al Jazirah Al Hamra, RAKEZ
Business Zone-FZ, Ras Al Khaimah, UAE. The company has not been
consolidated into the financial statements since there were no
transactions in the company which are material at a group
level.
Wishbone Gold WA Pty Ltd is also an exploration company. The
Company is incorporated in Australia and the registered office
address is c/o RSM, Level 6, 340 Adelaide St, Brisbane City 4000,
Australia.
The cost of the investments in Wishbone Gold FZ-LLC and Wishbone
Gold WA Pty Ltd is negligible and has not been recognised.
12. Impairment of investments
2021 2020
Company GBP GBP
Impairments recognised during the year - (194,183)
----- ----------
In 2020, the Company considered its investment in Precious
Metals International Ltd. to be fully impaired given the current
situation of the Dubai physical gold market and high levels of
uncertainty from the lockdown of businesses and countries brought
about by COVID-19.
13. Current liabilities
2021 2020
GBP GBP
Group
Trade payables 63,763 103,634
Accruals and deferred income 71,989 159,063
Loan from Black Swan FZE - 15,787
135,752 278,484
-------- ---------
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
13. Current liabilities - continued
2021 2020
Company GBP GBP
Trade payables 27,533 26,278
Accruals and deferred income 51,500 148,551
Loan from Black Swan FZE - 15,787
Amount due to related party undertaking 13,574 -
92,607 190,616
-------- ---------
In 2020, the outstanding loan from Sanderson Capital Partners
Limited was fully settled for shares, through the conversion of
GBP176,267 of the balance of the Sanderson loan facility including
accrued interest into 13,056,840 new ordinary shares of 0.1 pence
each at a price of 1.35 pence per share, resulting on a gain on
settlement of liability amounting to GBP154,941. On the same year,
certain outstanding loan with Black Swan FZE was settled though the
conversion of the GBP116,622 balance into 8,638,686 new ordinary
shares at 0.1 pence east at the same price of 1.35 pence per
share.
In 2021, the Group settled through issuance of shares certain
tenements in Western Australia for total consideration of
GBP222,000. The purchase was made in two share issuances consisting
of 600,000 new ordinary shares of 0.1 pence each at a deemed issued
price of 16 pence per share and 900,000 new ordinary share of 0.1
pence each at a deemed issued price of 14 pence per share.
14. Share capital - Group and Company
2021 2020
Authorised: GBP GBP
8,000,000,000 Ordinary Shares of
GBP0.001 each 8,000,000 8,000,000
-------------- ------------------
Allotted and called up:
2021 2021 2020 2020
Share Share Share Share
2021 Number capital premium 2020 Number capital premium
of shares GBP GBP of shares GBP GBP
As at 1 January 149,969,321 2,967,390 8,943,833 2,845,878,980 2,845,879 5,408,775
Issued during the
year before capital
reorganisation - - - 20 - -
------------ ------------ ---------- -------------- ---------- ------------
Shares before capital
reorganization - - - 2,845,879,000 - -
------------ ------------ ---------- -------------- ---------- ------------
Shares after capital
reorganization - carried
forward 149,969,321 2,967,390 8,943,833 28,458,790 2,845,879 5,408,775
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
14. Share capital - Group and Company - continued
2021 2021 2020 2020
Share Share Share Share
2021 Number capital premium 2020 Number capital premium
of shares GBP GBP of shares GBP GBP
Shares after
capital
reorganization
- brought
forward 149,969,321 2,967,390 8,943,833 28,458,790 2,845,879 5,408,775
Issued during
the
year:
Placing of
shares 10,000,000 10,000 1,390,000 59,722,221 59,722 2,390,278
Settlement of
liability
through shares
(see
note 13) 1,500,000 1,500 220,500 52,348,310 52,348 871,021
Exercise of
warrants
issued last
year with
shares issued
this
year 12,325,892 12,326 1,508,519 - - -
Exercise of
warrants
and shares
issued
this year (see
note
16) - - - 9,440,000 9,440 273,760
As at 31
December 173,794,213 2,991,216 11,698,892 149,969,321 2,967,390 8,943,833
------------ ------------------------ ----------- ------------ ------------------------- --------------
Share allotments and issuances during the year, including
comparative, are laid out below:
On 7 January 2020, twenty (20) new ordinary shares of 0.1 pence
each in the capital of the Company ("Ordinary Shares") have been
issued at par for a total consideration of 2 pence. The new
Ordinary Shares have been issued to provide a whole number of
shares in preparation for the proposed Capital Reorganisation, as
announced on 19 December 2019.
The Company's existing issued share capital of 2,845,879,000
Existing Ordinary Shares were consolidated on the basis of 100
Existing Ordinary Shares into one Consolidated Share, and in turn,
each Consolidated Share was sub-divided into one New Ordinary Share
of 0.1 pence and one Deferred Share of 9.9 pence. The Capital
Reorganisation application was made for the New Ordinary Shares to
be admitted to trading on AIM and AQSE at 8.00 am on 21 January
2020.
On 17 February 2020, the Company acquired all of the Company's
outstanding deferred shares of 9.9 pence each for nil
consideration.
On 2 June 2020, the Company issued and allotted a total of
63,459,420 new ordinary shares of 0.1 pence each which consisted of
the following: (1) 22,222,221 Ordinary Shares for the raising of
GBP300,000 (before expenses) through a placing via Peterhouse
Capital Limited. GBP100,000 of this placing was subscribed by Black
Swan FZE for 7,407,407 Ordinary Shares; (2) 13,014,002 Ordinary
Shares was issued to settle the Directors and Management Fees of
GBP175,689; and (3) 28,223,197 Ordinary Shares for the conversion
of the outstanding loans with Sanderson Capital Partners Limited
and Black Swan FZE (receiving 8,638,686 Ordinary Shares) and
discharged sundry creditors. This resulted in the conversion of
GBP292,890 for both loans and GBP88,124 for sundry creditors.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
14. Share capital - Group and Company - continued
On 20 August 2020, the Company raised GBP400,000.00 before
expenses, by placing 20,000,000 new Ordinary Shares at a price of 2
pence per share. The Company also granted each 2 Funding shares
subscribed by Funding Investors a warrant to subscribe 1 New
Ordinary Share in the capital of the Company exercisable for a
period of 12 months from admission of the Funding shares at the
price of 3.0 pence per ordinary share. The warrants have an
accelerator clause whereby if the price of the Company's shares is
sustained at greater than 3p for five consecutive days the Company
may choose to force execution of the warrants. The Company is
obliged to write to each Warrant holder providing 7 calendar days'
notice to exercise the warrants, after which each Warrant holder
will have up to 14 days to pay for the exercise of their Warrants,
subject to the terms of the Warrant Deed. The warrants will not be
traded on an exchange.
On 24 September 2020, the Company announced that 94% of the
warrants had been exercised raising a further GBP283,200 and that
the balance of the warrants had expired.
On 5 October 2020, the Company acquired the Patersons Range
Project (including the Red Setter Project) and has issued
11,111,111 new ordinary shares of 0.1 pence each at a price of 3.3
pence per share equating to the total deemed consideration as set
out in the acquisition terms of GBP366,666.
On 10 December 2020, the Company raised a total of GBP1,750,000
gross by placing 17,500,000 new ordinary shares of 0.1 pence each
at a price of 10 pence per share through a private placement made
by the Company to a series of investors.
On 12 January 2021, the Company has received exercise notices
for 8,622,188 warrants, attached to the share placement announced
on 10 December 2020, amounting to GBP1,034,662.56. This constitutes
98.54% of the warrants linked to the placing and the balance have
lapsed.
Pursuant to the exercise notices as detailed above, the Company
has issued a total of 8,622,188 new Ordinary Shares of 0.1 pence
each from its block listing authority of up to 8,750,000 new
Ordinary shares, at a price of 12 pence per share.
On 3 March 2021, the Company issued a total of 600,000 new
ordinary shares of 0.1 pence each to Alta Zinc Limited at a deemed
issued price of 16 pence per share which totals to GBP96,000 for
the option to acquire the Cottesloe Project.
On 20 May 2021, the Company issued 10,000,000 new ordinary
shares of 0.1 pence each at a price of 14 pence per share through a
private placement made by the Company to a series of investors to
raise a total of GBP1,400,000 gross.
On 21 July 2021, the Company has received, notice to exercise
warrants over a total of 3,703,704 new ordinary shares of 0.1 pence
each in the Company, which will be issued at 3.3 pence per share.
The Company has received the exercise consideration of
GBP122,222.
On 18 November 2021, the Company has issued 900,000 new ordinary
shares of 0.1 pence each at a price of 14 pence per share which
equates to GBP126,000, following the completion of the Cottesloe
Project acquisition. The Company has also issued 600,000 warrants
at an exercise price of 14 pence per share.
Ordinary shares carry a right to receive notice of, attend, or
vote at any Annual General and Extraordinary General Meetings of
the company. The holders are entitled to receive dividends declared
and paid by the Company.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
15. Loans
As at 31 December 2021, there are no outstanding loans due from
third parties.
2021 2020
Company GBP GBP
Current
Amounts owed by subsidiary undertakings
(note 21) 2,398,756 1,335,107
----------- -----------
2,398,756 1,335,107
----------- -----------
16. Share based payments
Details of the warrants and share options in issue during the
year ended 31 December are as follows:
Number
of Warrants Number of Average
/ options Average exercise Warrants / exercise
2021 price 2021 options 2020 price 2020
No GBP No GBP
Outstanding at 1
January 14,305,555 0.0283 154,050,000 0.0099
Lapsed/terminated
during the year (127,812) 0.1200 (154,610,000) 0.0101
Issued during the
year 7,100,000 0.1738 24,305,555 0.0631
Exercised during
the year (12,325,892) 0.0939 (9,440,000) 0.0300
-------------- ----------------- -------------- ------------
Outstanding at 31
December 8,951,851 0.1040 14,305,555 0.0283
-------------- ----------------- -------------- ------------
Fair value is measured by use of the Binomial Option Pricing
Model with the assumption of 5% future market volatility and a
future interest rate of 1.3% per annum based on the current
economic climate. The fair value of share warrants granted as at 31
December 2021 was GBP72,987 (2020: GBPnil).
17. Financial instruments
The Group's financial instruments comprise of cash and cash
equivalents, borrowings and items such as trade payables which
arise directly from its operations. The main purpose of these
financial instruments is to provide finance for the Group's
operations.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
17. Financial instruments - continued
Classification of financial instruments
All Group's financial assets are classified at amortised cost.
All of the Group's financial liabilities classified as other
financial liabilities are also held at amortised cost. The carrying
value of all financial instruments approximates to their fair
value.
Fair values of financial instruments
In the opinion of the directors, the book values of financial
assets and liabilities represent their fair values.
18. Financial risk management
The Group's operations expose it to a variety of financial risks
including credit risk, liquidity risk, interest rate risk and
foreign currency exchange rate risk. The Directors do not believe
the Group is exposed to any material equity price risk. The
policies are set by the Board of Directors.
Credit risk
Credit risk is the risk that a counterparty will be unable or
unwilling to meet the commitments that it has entered into with the
Group. Credit risk arises from cash and cash equivalents, and trade
and other receivables (including the Company's receivables from
related parties). As for the cash and cash equivalents, these are
deposited at reputable financial institutions, therefore management
do not consider the credit risk to be significant.
The carrying amount of financial assets represents the maximum
credit exposure. The maximum credit exposure to credit risk at the
reporting date was GBP3,035,682 (2020: GBP 2,025,919 ).
Based on this information, the directors believe that there is a
low credit risk arising from these financial assets.
Interest rate risk
The Group's interest-bearing assets comprise only cash and cash
equivalents and earn interest at a variable rate. The Group has a
policy of maintaining debt at fixed rates which are agreed at the
time of acquiring debt to ensure certainty of future interest cash
flows. The directors will revisit the appropriateness of the policy
should the Group's operations change in size or nature.
No sensitivity analysis for interest rate risk has been
presented as any changes in the rates of interest applied to cash
balances would have no significant effect on either profit or loss
or equity.
The Group has not entered into any derivative transactions
during the year under review.
Liquidity risk
The Group actively maintains cash balances that are designed to
ensure that sufficient funds are available for operations and
planned expansions. The Group monitors its levels of working
capital to ensure that it can meet its debt repayments as they fall
due. All of the Group's financial liabilities are measured at
amortised cost. Details of the Group's funding requirements are set
out in note 19.
Non-derivative financial liabilities, comprising loans payable,
trade payables and accruals of GBP 135,752 (2020: GBP 278,484 ) are
repayable within 1-12 months from the year end, apart from
directors' fees. The amounts represent the contractual undiscounted
cash flows, balances due equal their carrying balances as the
impact of discounting is not significant.
Foreign currency exchange rate risk
The Group undertakes certain transactions in foreign currencies.
Hence, exposure to exchange rate fluctuations arises.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
18. Financial risk management - continued
The Group incurs foreign currency risk on transactions
denominated in currencies other than its functional currency. The
principal currency that gives rise to this risk at Group level is
the Australian Dollar. At the year end, the Group's exposure to the
currency is minimal; accordingly, any increase or decrease in the
exchange rates relative to the functional currency would not have a
significant effect on the financial statements.
19. Capital management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern, to provide
returns for shareholders and to maintain an optimal capital
structure to reduce the cost of capital. The Group defines capital
as being share capital plus reserves. The Board of Directors
monitor the level of capital as compared to the Group's commitments
and adjusts the level of capital as is determined to be necessary,
by issuing new shares. The Group is not subject to any externally
imposed capital requirements. There were no changes in the Group's
approach to capital management during the year.
20. Commitments
Annual expenditure commitments
In order to maintain current rights of tenure to exploration
tenements, the Group is required to perform minimum exploration
work to meet the minimum expenditure requirements specified by
various authorities.
These obligations are subject to periodic renegotiations. These
obligations are not provided for in the financial statements and as
at 31 December 2021 and 31 December 2021 are payable as
follows:
2021 2020
GBP GBP
Within one year 400,191 86,706
After one year but not more than five
years 1,047,947 76,199
---------- ---------
1,448,138 162,905
---------- ---------
21. Related parties
The Company wholly owns Wishbone Gold Pty Ltd, an Australian
entity that is engaged in the exploration of gold in Australia. The
Company's investment in Wishbone Pty Ltd was GBP110,000 as at 31
December 2021 and 2020 The financial and operating results of this
subsidiary have been consolidated in these financial
statements.
Wishbone Gold Pty Ltd, as at 31 December 2021, has a loan
outstanding from Wishbone Gold Plc of the following amounts:
2021 2020
GBP GBP
Outstanding at 1 January 734,905 418,010
Additions during the year 806,649 267,121
Translation adjustment - 49,774
Outstanding at 31 December 1,541,554 734,905
---------- -----------
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
21. Related parties - continued
Wishbone Gold WA Pty Ltd, as at 31 December 2021, has a loan
outstanding from Wishbone Gold Plc of the following amounts:
2021 2020
GBP GBP
Outstanding at 1 January 600,202 -
Additions during the year 257,000 600,202
Outstanding at 31 December 857,202 600,202
--------- --------
Precious Metals International Ltd., through the subsidiary Black
Sand FZE as at 31 December 2021, has a loan outstanding from
Wishbone Gold Plc of the following amounts:
2021 2020
GBP GBP
Outstanding at 1 January - 378,077
Additions/ (Repayments) during the
year - 12,048
Translation Adjustment - (14,862)
--------- ------------
- (375,263)
Impairment provision recognised during
the year - (375,263)
Outstanding at 31 December - -
--------- ------------
The Company wholly owns Wishbone Gold Honduras Ltd. ("Wishbone
Honduras"), a company registered in Gibraltar. Solent Nominees Ltd
previously held the shares of Wishbone Honduras on behalf of the
Company. During the year, the title of the shares was transferred
to the Company as the legal and beneficial owner. In addition,
Black Sand FZE transferred the title of the Group's equipment to
Wishbone Honduras in 2018.
The above company also has a loan outstanding from Wishbone Gold
Plc of the following amounts:
2021 2020
GBP GBP
Outstanding at 1 January - 91,487
Assignment of loan - -
Impairment provision recognised during
the year - (91,487)
Outstanding at 31 December - -
----- ---------
The intercompany loans are repayable on demand and do not
attract any interest.
Asian Commerce and Commodities Trading Co. Ltd. (ACCT), a
company registered in Thailand, is 49% owned by the Company. The
fair value of the net assets of this affiliate have been assessed
as having no value, thus, not recognised in both the Group and the
Company's accounts. Management had the option to increase its
shareholdings to 95% in order to gain control but did not exercise
that option. Management believes that it has no control over this
entity and therefore, not consolidated in the group level.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
21. Related parties - continued
The Company wholly owns Wishbone Gold FZ-LLC, a company
registered in the United Arab Emirates. The purpose of this company
is solely to hold bank accounts in the U.A.E., as it simplifies
payments that need to be made in that country. The company does not
trade and its sole asset is its bank account. The cash in bank
amounting to
GBP7,571 (2020: GBP1,425,281) of Wishbone Gold FZ-LLC (see note
8) which is a wholly owned subsidiary of Wishbone Gold Plc has been
recognised as other receivable in the books of the Parent. This has
been eliminated upon consolidation and therefore forms part of the
cash in bank account at Group level.
The following summarises the fees incurred in respect of
directors' and officers' services for the year ended 31 December
2021 and 2020, and the amounts settled by the Company by way of
share issues and cash.
Balance Balance
as at 1 Charge as at 31
January for the Settled Settled December
31 December 2021 2021 year in shares in cash 2021
GBP GBP GBP GBP GBP
Richard Poulden - 168,108 - (168,108) -
Jonathan Harrison - 21,875 - (21,875) -
Alan Gravett - 21,875 - (21,875) -
Professor Michael
Mainelli - 21,875 - (21,875) -
David Hutchins - 20,833 - (20,833) -
Total - 254,566 - (254,566) -
--------- --------- ----------- ---------- ----------
Balance Balance
as at 1 Charge as at 31
January for the Settled Settled December
31 December 2020 2020 year in shares in cash 2020
GBP GBP GBP GBP GBP
Richard Poulden 101,058 88,507 (79,597) (109,868) -
Jonathan Harrison 15,646 12,500 (20,854) (7,292) -
Alan Gravett 15,625 12,500 - (28,125) -
Professor Michael
Mainelli 15,625 12,500 (20,833) (7,292) -
Total 147,954 126,007 (121,384) (152,577) -
--------- --------- ----------- ---------- ----------
In 2020, Richard Poulden's services are billed by Black Swan
FZE, in which Richard Poulden, a director of the Company, has an
interest, for consultancy services. The Company was billed by Black
Swan FZE for various administrative expenses of GBP28,033 (2021:
GBPNil) which Black Swan had paid on behalf of the Company.
Jonathan Harrison's services are billed by Easy Business
Consulting Limited, in which Jonathan Harrison, a director of the
Company, has an interest, for consultancy services. Professor
Michael Mainelli's services are billed by Z/Yen Group Limited, in
which Professor Michael Mainelli, a director of the Company, has an
interest, for consulting services.
On 26 October 2021, the Group provided a short-term loan to
Valereum Blockchain Plc, a related party under common management,
amounting to GBP 500,000. The related loan, including accrued
interest, presented as part of Interest income in the consolidated
statement of income, amounting to GBP 5,000, was subsequently
collected on 08 November 2021
22. Ultimate controlling party
The directors believe that there is no single ultimate
controlling party.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
23. Events after the reporting date
The following events took place after the year end:
On 7 March 2022, the Company announced that Heritage Clearing
Survey has been confirmed at Cottesloe and Red Setter Projects. The
Cottesloe Project is located 55 km south-southwest of the Telfer
Gold Mine, and the Red Setter Project is 13 km south-west of the
Telfer Gold Mine, in the Patersons Range of Western Australia. DDSR
Drilling Australia operating for us who have unique combination
drills which can do both rotary RC and diamond drilling - something
that is necessary to drill through the upper sedimentary units
before hitting basement.
On 3 May 2022, the Company announced that it has signed an
important drilling contract of the Company's Red Setter Gold-Copper
Project.
The first phase of the drilling contract is for 3,000m of
drilling at Red Setter, with the second phase of the contract for a
further 7,000m of drilling split between Wishbone's Red Setter
Project and the Company's Cottesloe Project to the south.
On 12 May 2022, the Company announced that a heritage survey was
underway at the Company's Red Setter Gold-Copper Project located 13
km south-west of the Telfer Gold Mine, in the Patersons Range of
Western Australia. The aim of this survey was to increase access to
peripheral targets, beyond those already cleared. The heritage
survey was set to move down to the Cottesloe Project located 55 km
south-southwest of the Telfer Gold Mine.
The heritage survey is expected to clear majority of the
required areas for the 10,000m of planned drilling.
On 16 May 2022, the Company announced that it has signed the
drilling contract for the Halo Prospect at its Wishbone II
Gold-Copper Project in Northern Queensland following the completion
of the heritage surveys over all the planned drill sites. The
maiden drill program will consist of 2,000m of reverse circulation
holes to test surface gold and copper anomalies at depth and look
for continuous underground structures.
On 16 May 2022, the Company announced that a heritage survey has
been completed at the Company's Red Setter Gold-Copper Project. The
survey did not identify any heritage sites at Red Setter. The
additional surveys have increased access to peripheral targets
beyond those already cleared, where drilling was set to start in
the next few weeks. The heritage survey team has moved down to the
Cottesloe Project located 55 km south-southwest of the Telfer Gold
Mine.
On 31 May 2022, the Company announced that the drill rig will
mobilise from Perth towards to the Company's Red Setter Gold-Copper
Project.
On 7 June 2022, the Company announced that its maiden drill
program has started on Wishbone II Gold-Copper Project. The drill
program consists of 2,000m of RC holes to test the numerous gold
and copper surface anomalies at depth and look for continuous
underground structures.
On 16 June 2022, the Company has updated the market regarding
the Wishbone II Gold-Copper drill program in Northern Queensland.
The drill programme completed approximately 25% of the designed
programme.
Initial Reverse Circulation (RC) drill samples have been
transported back to the Terra Search office in Queensland and are
undergoing tests prior to being sent to the lab for full analysis.
The Initial tests confirmed the presence of elevated copper,
coincident with visible oxidised copper and primary chalcopyrite
mineralisation.
Terra Search's logging of the RC chips confirms the presence of
a felsic, high level, crowded porphyry intrusion often found
associated with productive, high level gold systems.
On 17 June 2022, the Company announced that drilling was
underway at the Company's Red Setter Gold-Copper Project.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2021
23. Events after the reporting date - continued
On 24 June 2022, the Company has updated the market regarding
the Wishbone II Gold-Copper drill program at its 100% owned Halo
Project in North Queensland. Drilling at Halo is proceeding to plan
with Terra Search logging copper mineralisation in the majority of
holes drilled.
24. Availability of accounts
The full report and accounts are being posted on the Company's
website, www.wishbonegold.com.
25. Contingent liability
There is some risk that native title, as established by the High
Court of Australia's decision in the Mabocase, exists over some of
the land over which Wishbone Gold Pty and Wishbone Gold WA hold
tenements or over land required for access purposes. Wishbone has
historically had good relationships with Indigenous Australians and
the board will do their utmost to continue this.
Nonetheless we have to state that the Group is unable to
determine the prospects for success or otherwise of the future
claims and, in any event, whether or not and to what extent the
future claims may significantly affect Wishbone Gold or its
projects.
There are no contingent liabilities outstanding at 31 December
2021 and 31 December 2020.
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END
FR BRGDLUBXDGDG
(END) Dow Jones Newswires
June 30, 2022 13:19 ET (17:19 GMT)
Wishbone Gold (AQSE:WSBN)
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