TIDMTSG
RNS Number : 1496E
Trans-Siberian Gold PLC
28 May 2012
Trans-Siberian Gold plc
Final results for the year ended 31 December 2011
Highlights
-- Asacha stoping commenced in June 2011
-- Asacha gold production commenced in September 2011
-- $6.8 million debt converted to equity in November 2011
-- $6.4 million debt converted to equity in February 2012
Chairman's Statement
Trans-Siberian Gold plc ("TSG" or "the Company") (TSG.L)
completed the first phase of the construction of the Asacha mining
project in 2011 and, in September 2011, commenced gold production
at the Asacha processing plant. By the end of December 2011, gold
dore containing 7,833 oz. of gold had been shipped from Asacha to
the refinery at Novosibirsk.
In June 2011 stoping activities started in the Asacha mine while
mine development works continued according to schedule. In 2011
mine development and ore extraction amounted to approximately 3,500
metres and 34,500 tonnes.
By the end of July 2011, the plant building had been completed,
its equipment installed and technological piping put in place. The
vital infrastructure objects, including tailings storage, repair
shop, sewage water treatment facility, fire station, fuel storage
and main engineering networks were ready for use. The cyanide and
explosives storage facilities had been constructed and
commissioned. The site's power unit, comprising 4 diesel generators
with a total capacity of 4 megawatts, was successfully
commissioned, with the gold plant and other facilities being
switched to the permanent power supply.
Completion of the main construction activities facilitated the
start of the plant commissioning process. Mechanical checks and
hydraulic tests of the plant equipment and piping were conducted
and trial operations using waste rock were undertaken. At the
beginning of September chemical reagents and low grade ore were
loaded into the system and the first trial smelting took place at
the end of that month. By the end of the year the plant was
operating at a steady rate of about 8,000 tonnes per month. On 19
October the Company was pleased to report the first shipment of 59
kg of gold dore from Asacha to the refinery at Novosibirsk.
In the first quarter of 2012 mine development comprised
approximately 1,020 metres (planned 900 metres). Ore extraction
(including stoping and mine development) amounted to approximately
33,500 tonnes (96.6% of planned 34,700 tonnes). The ore stockpile
at 31 March 2012 was approximately 64,500 tonnes.
In the first quarter of 2012 plant throughput averaged 9,626
tonnes per month (89% of planned 10,835 tonnes). Plant performance
was affected by low ore grades, principally due to dilution,
although there was an improvement to 9.24 g/t in March. The mining
method for the major stoping zone for 2012 has now been adjusted by
the introduction of short blocks stoping, leaving recoverable
horizontal and vertical pillars. Further recommendations to reduce
dilution are expected from a technical audit of mining methods
which has been undertaken by a Moscow design institute.
In order to improve mine and plant performance additional
equipment has been purchased, the capacity of the site laboratory
increased and geologic underground exploration improved. It is
expected that these measures will result in improved plant
performance by the end of the second quarter of 2012.
Financial Review
Gold production commenced at Asacha in September 2011. Revenue
from the sale of 6,539 oz. of refined gold and 7,189 oz. of refined
silver was $11.7 million and $223,000 respectively. Average
realised prices in 2011 were $1,790 per oz. gold and $31 per oz.
silver. Cost of sales per oz. gold, net of the credit from silver
sales revenue, was $1,212. Cash cost per oz. gold, net of the
silver credit and excluding royalty, was $960.
The Group recorded an operating profit for the year of $590,000
(2010: $3.6 million loss), after crediting an exchange gain of $2.0
million (2010: $270,000). Administration expenses amounted to $1.6
million in UK and $4.2 million in Russia (2010: $1.3 million and
$2.8 million respectively), in aggregate $5.8 million (2010: $4.1
million). Russian administration costs in 2011 included the write
off of non-recoverable VAT of $926,000 following a court
decision.
Finance income was $12,000 (2010: $50,000). Finance costs were
$1.5 million (2010: $104,000), net of $3.4 million (2010: $1.6
million) interest capitalised.
Total non-current assets increased from $103.7 million to $128.0
million. Mining properties of $34.2 million (2010: $0) reflected
the transfer of Asacha related costs from deferred exploration and
evaluation costs. Property, plant and equipment increased by $11.8
million to $84.9 million, principally reflecting the completion of
the Asacha processing plant. Capitalised exploration and evaluation
costs reduced from $29.9 million to $2.9 million as a result of the
transfer of Asacha related costs to Mining Properties. The deferred
tax asset of $6.0 million (2010: $0) represents tax losses
accumulated during the exploration and development of the Asacha
project, which may be carried forward to reduce the Group's future
tax liability.
Inventories comprised $1.3 million gold and silver in
production, $4.7 million ore stocks and $4.5 million fuel and other
materials and supplies, in aggregate $10.5 million (2010:
$642,000). Recoverable VAT was $3.2 million (2010: $5.1 million),
all of which (including $762,000 outstanding since prior to 2005)
is expected to be received during 2012.
Loans and borrowings at 31 December 2011 totalled $48.5 million
(2010: $32.9 million), comprising $40.0 million (2010: $30.9
million) outstanding under two five year bank loans, totalling
$43.0 million, for the Asacha project, $8.2 million outstanding on
short term loan facilities provided by TSG's major shareholders UFG
Asset Management (UFG) and AngloGold Ashanti Limited (AGA) in
September 2011 and $334,000 finance lease obligations.
Shareholder loans
On 8 April 2011 UFG provided TSG with a loan facility of $2.0
million on commercial terms. On 18 April 2011 AGA agreed to provide
TSG with a loan facility of $2.3 million on commercial terms.Each
of these loan facilities was repayable in two equal tranches,
respectively on the fourth and fifth anniversaries of the
commencement of gold production at Asacha. Eachfacility agreement
included an option for the lender, subject to the requisite
approval of TSG's shareholders, to convert any part of the
outstanding loan into TSG shares at a price equivalent to the
volume weighted average price of TSG's shares for the period of 60
business days prior to notice of such conversion. The same
conversion option applied to a $2 million loan facility provided by
UFG in October 2010.
On 8 November 2011 4,541,313 ordinary shares were issued to UFG
and AGA in consideration of the conversion of the outstanding
amounts of the above three loan facilities, in aggregate $6,802,279
including accrued interest.
When the Company was faced with a delay (from mid-year until
September 2011) in the start of gold production at Asacha, when
mechanical checks and hydraulic tests of the plant equipment took
longer than expected, UFG and AGA made available short term loan
finance, of $5 million and $3 million respectively. In February
2012 $6.4 million of this indebtedness, including accrued interest,
was converted into new TSG ordinary shares, the remaining $1.8
million repaid to UFG and AGA in March and April 2012.
Asacha project
The total project cost until the commencement of gold production
at Asacha was $130.8 million, net of $10.9 million VAT recoveries,
compared to the May 2011 estimate of $130.2 million, net of $10.1
million VAT recoveries. The total pre-start up project cost
included pre-commissioning mining and plant costs of $4.4 million,
other pre-operating expenditure of $39.9 million and "first fill"
equipment spares and consumables of $1.2 million.
A further $23.1 million of capital expenditure, including
contingency of $3.7 million, will be incurred after the
commencement of production, comprising:
$ million
------------------------------------------------------ ----------
Mine development and mining equipment and facilities 7.7
Gold plant expansion and site facilities 5.6
Tailings storage (2nd phase) 4.1
Infrastructure 1.1
Design and other costs 0.9
Contingency 3.7
------------------------------------------------------ ----------
23.1
------------------------------------------------------ ----------
The above table does not include the construction cost of an
external powerline to Asacha. In light of current concerns
regarding the availability and cost of external power, it is now
envisaged that Asacha's further power requirements will be met by
the installation of additional gensets, which are likely to be
leased, rather than by the construction (at an estimated cost of
$13.3 million including contingency) of a powerline from a
geothermal power station.
At a gold price of $1,200/oz., Life of mine ("LOM") cash costs
on an all equity basis on total expected gold production of 590,000
oz. are forecast at $315/oz., before taking account of a $51/oz.
credit from silver production (assuming a silver price of $30/oz.).
Cash costs including all royalties and taxes (in total $112.4
million, net of VAT recoveries) on an all equity basis are forecast
at $506/oz. Total costs on the same basis, after depreciation of
all capital expenditure (including $23.1 million post start up) and
pre-start up mining and other operating expenditure, are forecast
at $775/oz., giving a $425/oz. margin at a gold price of
$1,200/oz.
Rodnikova Project, Kamchatka Krai
Activities were limited, as TSG concentrated its efforts on
bringing Asacha into production. No field work was conducted in
2011. The geologic results of the 2008 drilling programme were
processed and evaluated and the Report on Mineral Reserves and
pre-feasibility study were developed. After the Report on Mineral
Reserves for Rodnikova deposit had been approved by the Kamchatka
authorities, the Russian State Commission for Reserves approved the
expert opinion on the Report on Reserves and Pre-feasibility study
of the Rodnikova deposit, with a recommendation for underground
mining.
The Commission has recorded Rodnikova's mineral resources as 5.8
million tonnes of ore in the C1+C2 categories, at an average grade
of 5.3 g/t gold and 44.6 g/t silver, at 2 g/t gold cut-off, with
C1+C2 category reserves of 30,887.6 kg gold and 258.3 tonnes
silver.
Events after the reporting date
In February 2012, 5,842,390 ordinary shares were issued to UFG
and AGA in settlement of the Company's indebtedness, in aggregate
$6,445,099 including accrued interest. 3,738,665 ordinary shares
were issued to UFG, 2,808,151 ordinary shares on 1 February 2012 at
69.94 pence per share and 930,514 ordinary shares on 3 February
2012 at 69.98 pence per share, in consideration of the conversion
of the outstanding amounts of three of the four short term loan
facilities provided in September as discussed above. 2,103,725
ordinary shares were issued to AGA, 1,578,620 ordinary shares on 1
February 2012 at 69.98 pence per share and 525,105 ordinary shares
on 3 February 2012 at 69.75 pence per share, in consideration of
the conversion of part of the outstanding amount of its short term
loan facility.
Ends
Contacts:
TSG +44 (0) 1480 811871
Simon Olsen
Seymour Pierce +44 (0) 20 7107 8000
Stewart Dickson / David Foreman (Corporate Finance)
Jeremy Stephenson (Corporate Broking)
Trans-Siberian Gold plc
Consolidated Statement of Financial Position
31 December 31 December
2011 2010
Note $000 $000
------------------------------------- ----- ----------------- -----------------
Assets
Non-current assets
Mining properties 1 34,224 -
Property, plant and equipment 2 84,894 73,077
Deferred exploration and evaluation
costs 3 2,866 29,875
Deferred tax asset 4 6,009 -
Trade and other receivables - 745
------------------------------------- ----- ----------------- -----------------
Total non-current assets 127,993 103,697
------------------------------------- ----- ----------------- -----------------
Current assets
Inventories 10,544 642
Trade and other receivables 3,963 6,423
Cash and cash equivalents 2,190 3,981
------------------------------------- ----- ----------------- -----------------
Total current assets 16,697 11,046
------------------------------------- ----- ----------------- -----------------
Total assets 144,690 114,743
------------------------------------- ----- ----------------- -----------------
Liabilities
Non-current liabilities
Borrowings 5 32,690 31,439
Deferred tax liabilities 4 623 -
Provisions 644 331
------------------------------------- ----- ----------------- -----------------
Total non-current liabilities 33,957 31,770
------------------------------------- ----- ----------------- -----------------
Current liabilities
Trade and other payables 4,401 2,674
Borrowings 5 15,808 1,500
Total current liabilities 20,209 4,174
------------------------------------- ----- ----------------- -----------------
Total liabilities 54,166 35,944
------------------------------------- ----- ----------------- -----------------
Total net assets 90,524 78,799
------------------------------------- ----- ----------------- -----------------
Capital and reserves attributable to
owners of the Company
Share capital 6 18,050 17,323
Share premium 6 84,013 77,938
Retained deficit (11,539) (16,462)
------------------------------------- ----- ----------------- -----------------
Total equity 90,524 78,799
------------------------------------- ----- ----------------- -----------------
Trans-Siberian Gold plc
Consolidated Statement of Comprehensive Income
Year ended Year ended
31 December 31 December
2011 2010
Note $000 $000
---------------------------------------------- ----- ------------- -------------
Revenue 7 11,930 -
Cost of sales 8 (8,149) -
---------------------------------------------- ----- ------------- -------------
Gross profit 3,781 -
Administrative expenses (5,806) (4,101)
Other income 635 188
Net foreign exchange differences on operating
activities 1,980 270
---------------------------------------------- ----- ------------- -------------
Profit (Loss) from operations 590 (3,643)
Finance expense (1,465) (104)
Finance income 12 50
Net foreign exchange differences on financing
activities 54 46
---------------------------------------------- ----- ------------- -------------
Loss before tax (809) (3,651)
Income tax credit 5,393 129
---------------------------------------------- ----- ------------- -------------
Profit (Loss) for the year 4,584 (3,522)
Total comprehensive income (expense)
for the year 4,584 (3,522)
---------------------------------------------- ----- ------------- -------------
Profit (Loss) for the year attributable
to:
Owners of the parent company 4,584 (3,522)
Profit (Loss) for the year 4,584 (3,522)
---------------------------------------------- ----- ------------- -------------
Total comprehensive income (expense)
for the year attributable to:
Owners of the parent company 4,584 (3,522)
Profit (Loss) for the year 4,584 (3,522)
---------------------------------------------- ----- ------------- -------------
Profit (Loss) per share attributable
to the owners
of the parent company (expressed in cents)
- basic and diluted 4.57 (3.65)
Trans-Siberian Gold plc
Consolidated Statement of Cash Flows
Reclassified
Year Year
ended ended
31 December 31 December
2011 2010
Note $000 $000
-------------------------------------------------- ----- ------------- -------------
Cash flows from operating activities
Profit (loss) for the year 4,584 (3,522)
Adjustment for:
Mining properties depletion 2,828 -
Depreciation 3,303 1,578
Depreciation charged to assets under construction
and deferred exploration and evaluation
costs (2,636) (1,552)
Finance expense - net 1,399 8
Share based payments 339 488
Corporation tax credit (5,393) (129)
Loss on sale of property, plant and equipment 1 50
-------------------------------------------------- ----- ------------- -------------
Cash flows from operating activities before
changes in working capital and provisions 4,425 (3,079)
Increase in inventories (9,902) (642)
Decrease (increase) in trade and other
receivables 3,204 (4,277)
Increase in trade and other payables 1,722 171
Cash used in operations (551) (7,827)
Corporation tax received 7 160
Interest paid on borrowings (857) -
Net cash flows used in operating activities (1,401) (7,667)
-------------------------------------------------- ----- ------------- -------------
Investing activities
Purchase of property, plant and equipment
(PPE) (15,231) (10,266)
Proceeds from sale of PPE - 23
Purchase of exploration and evaluation
assets including capitalised interest (6,493) (11,431)
Interest received - third party 12 50
-------------------------------------------------- ----- ------------- -------------
Net cash used in investing activities (21,712) (21,624)
-------------------------------------------------- ----- ------------- -------------
Financing activities
Proceeds from issuance of ordinary shares,
net of expenses 6 - 1,638
Proceeds from bank borrowings 5 12,087 27,635
Repayment of bank borrowings 5 (3,000) -
Proceeds from short term borrowings 5 8,000 -
Proceeds from long term borrowings 5 4,330 2,000
Repayment of long term borrowings 5 - -
Repayment of finance leases (149) -
-------------------------------------------------- ----- ------------- -------------
Net cash generated from financing activities 21,268 31,273
-------------------------------------------------- ----- ------------- -------------
Net (decrease) increase in cash and cash
equivalents (1,845) 1,982
Cash and cash equivalents at beginning
of the year 3,981 1,953
Exchange gains on cash and cash equivalents 54 46
Cash and cash equivalents at end of the
year 2,190 3,981
-------------------------------------------------- ----- ------------- -------------
The reclassification corrects the disclosure of the cash inflows
from issuance of ordinary shares and cash outflows from the
repayment of borrowings and interest charges which had no cash
impact. Notes
1. Mining Properties
Mining Properties assets relate to the Asachinskoye (Asacha)
mining licence held by the Company's subsidiary ZAO Trevozhnoye
Zarevo (TZ), discussed in Note 3.
Asacha Rodnikova Total
$000 $000 $000
------------------------------------- -------- ---------- --------
At 1 January 2010 - - -
Additions - - -
At 31 December 2010 - - -
------------------------------------- -------- ---------- --------
At 1 January 2011 - - -
Additions - - -
Transfers from Deferred exploration
and evaluation costs (i) 37,052 - 37,052
Depletion (2,828) - (2,828)
------------------------------------- -------- ---------- --------
At 31 December 2011 34,224 - 34,224
------------------------------------- -------- ---------- --------
i Transfers from Deferred exploration and evaluation costs
represent assets brought into use on the commencement of
production, see Note 3.
2. Property, plant and equipment
Office
Assets
Plant and Motor equipment under
construction
Buildings machinery vehicles and furniture (i) Total
Group $000 $000 $000 $000 $000 $000
-------------------- ---------- ----------- ---------- --------------- -------------- --------
Cost
At 1 January
2010 1,167 6,685 1,626 595 54,421 64,494
Additions - 812 513 23 13,000 14,348
Disposals - (102) (50) (210) - (362)
At 31 December
2010 1,167 7,395 2,089 408 67,421 78,480
-------------------- ---------- ----------- ---------- --------------- -------------- --------
Depreciation
At 1 January
2010 (792) (1,906) (1,008) (407) - (4,113)
Charge for year
(ii) (148) (986) (386) (58) - (1,578)
Disposals - 56 38 194 - 288
At 31 December
2010 (940) (2,836) (1,356) (271) - (5,403)
-------------------- ---------- ----------- ---------- --------------- -------------- --------
Net book value
At 1 January
2010 375 4,779 618 188 54,421 60,381
-------------------- ---------- ----------- ---------- --------------- -------------- --------
At 31 December
2010 227 4,559 733 137 67,421 73,077
-------------------- ---------- ----------- ---------- --------------- -------------- --------
Cost
At 1 January
2011 1,167 7,395 2,089 408 67,421 78,480
Additions - 474 - - 14,647 15,121
Disposals (12) (309) (44) - - (365)
Re-classifications 71,455 8,408 294 88 (80,245) -
At 31 December
2011 72,610 15,968 2,339 496 1,823 93,236
-------------------- ---------- ----------- ---------- --------------- -------------- --------
Depreciation
At 1 January
2011 (940) (2,836) (1,356) (271) - (5,403)
Charge for year
(ii) (1,634) (1,211) (400) (58) - (3,303)
Disposals 12 308 44 - - 364
At 31 December
2011 (2,562) (3,739) (1,712) (329) - (8,342)
-------------------- ---------- ----------- ---------- --------------- -------------- --------
Net book value
At 1 January
2011 227 4,559 733 137 67,421 73,077
-------------------- ---------- ----------- ---------- --------------- -------------- --------
At 31 December
2011 70,048 12,229 627 167 1,823 84,894
-------------------- ---------- ----------- ---------- --------------- -------------- --------
i Assets under construction comprise $0 (2010: $5,492,166) in
relation to the construction of an access road to Asacha, $798,727
(2010: $51,750,233) for building construction and infrastructure,
and $1,023,727 (2010: $10,178,029) for plant and equipment at
Asacha.
ii $2,636,164 (2010: $1,551,553) of the depreciation charge
related to property, plant and equipment used on exploration and
evaluation projects or assets under construction and was
capitalised in exploration and evaluation costs or property, plant
and equipment in accordance with the Group's accounting policy.
iii The net carrying amount of property, plant and equipment
includes the following amounts in respect of assets held under
finance leases
2011 2010
$000 $000
Plant and machinery 437 -
Motor vehicles - -
Office equipment and furniture - -
------------------------------- ------ ------
437 -
------------------------------- ------ ------
3. Deferred exploration and evaluation costs
Movements on deferred exploration and evaluation expenditure, by
location of the property, are as follows:
Asacha Rodnikova Total
$000 $000 $000
-------------------------------- --------- ---------- ---------
At 1 January 2010 16,061 2,820 18,881
Additions (i) 10,966 28 10,994
At 31 December 2010 27,027 2,848 29,875
-------------------------------- --------- ---------- ---------
At 1 January 2011 27,027 2,848 29,875
Additions (i) 10,025 18 10,043
Transfers to Mining Properties
(ii) (37,052) - (37,052)
-------------------------------- --------- ---------- ---------
At 31 December 2011 - 2,866 2,866
-------------------------------- --------- ---------- ---------
i Additions include capitalised PPE depreciation (see Note
2(Error! Reference source not found.i) ).
ii Transfers to mining properties represent assets brought into
use with the commencement of production, see Note 1.
Under the Licencing Agreement as revised in 2006, the Company's
subsidiary ZAO Trevozhnoye Zarevo (TZ) was required to bring the
Asacha mine into operation at its projected capacity in accordance
with the technical design at a rate of at least 1,000 kg of gold
per annum by 31 December 2008. That requirement was partially
fulfilled in 2008, with the commencement of mining activities and
first ore extraction. In December 2008 the Kamchatka regional
governmental commission noted the delay in mining but concluded
that work to finalise construction should continue to put the gold
plant into operation in 2009. Government authorities have since
been kept advised of the development of the project and although
funding constraints arising in 2008-09 delayed completion of
construction at Asacha until the middle of 2011 with gold
production commencing in September 2011, the Company believes that
there will be no adverse consequences of the delay. Discussions in
respect of any required amendments to the licence have already
commenced with the appropriate authorities and it is expected that
these will be concluded in 2013.
4. Deferred tax
Deferred income tax at 31 December relates to the following:
1 January Charged/(Credited) 31 December
to Income
2011 Statement 2011
$000 $000 $000
------------------------------------ ----------- ------------------- ------------
Tax effect of deductible temporary
differences:
Inventory - (25) (25)
Accounts receivable & other debtors - (173) (173)
Recognised taxable losses - (5,811) (5,811)
Gross deferred tax asset - (6,009) (6,009)
------------------------------------ ----------- ------------------- ------------
Tax effect of taxable temporary
differences:
Property, plant and equipment - 552 552
Accounts payable etc. - 71 71
Gross deferred tax liabilities - 623 623
------------------------------------ ----------- ------------------- ------------
Total net deferred tax asset - (5,386) (5,386)
------------------------------------ ----------- ------------------- ------------
5. Borrowings
31 December 31 December
2011 2010
$000 $000
--------------------------------- --- ------------ ------------
Non-current:
Bank Borrowings 32,500 29,390
Related party - convertible debt - 2,049
Finance lease obligations 190 -
--------------------------------- --- ------------ ------------
32,690 31,439
------------------------------------- ------------ ------------
Current:
Bank Borrowings 7,477 1,500
Related party - other loans 8,187 -
Finance lease obligations 144 -
--------------------------------- --- ------------ ------------
15,808 1,500
------------------------------------- ------------ ------------
48,498 32,939
------------------------------------- ------------ ------------
Movement in borrowings is analysed as follows:
2011 2010
Note $000 $000
--------------------------------- ----- -------- --------
At 1 January 32,939 7,255
Increase in borrowings 24,417 29,635
Interest on related party loans 610 49
Repayment of loan (3,000) -
Conversion of loans to equity 6 (6,802) (4,000)
Finance leases 334 -
At 31 December 48,498 32,939
--------------------------------- ----- -------- --------
In 2009 ZAO Trevozhnoye Zarevo (TZ) arranged a three year $25
million loan facility for the Asacha project. This initial
borrowing was refinanced in December 2009 with a five year facility
from Sberbank at an annual interest rate of 11.75%, reduced to
10.5% in May 2010. Repayments were scheduled to commence in
December 2011, however TZ prepaid the first instalment in November
2011 and paid the second instalment due in March 2012 in December
2011. In October 2010 TZ agreed a further loan facility of $18
million for the Asacha project with Sberbank at an annual interest
rate of 10.5%. Repayments are scheduled to commence in September
2012.
In 2009 UFG Asset Management (UFG), a related party by virtue of
its then 51.55% holding in the shares of the Company, provided TSG
with two loan facilities, totalling $6.5 million respectively, on
commercial terms. TSG repaid $2.5 million to UFG in December
2009.
Each of the UFG facilities was repayable in two equal tranches,
the first on the earlier of the first anniversary of the
commencement of gold production at Asacha and 30 September 2011,
and the second on the earlier of the second anniversary of the
commencement of gold production at Asacha and 30 September 2012,
each facility agreement including an option for UFG, subject to the
requisite approval of TSG's shareholders, to convert any part of
the outstanding loan into TSG shares at a price equivalent to the
volume weighted average price of TSG's shares for the period of 60
business days prior to notice of such conversion. On 23 March 2010
the UFG loans, in aggregate $4,366,781 including accrued interest,
were converted into TSG shares as discussed in Note 6.
In consideration of the first of the UFG 2009 facilities, the
Company also agreed, subject to obtaining the necessary shareholder
approvals, to issue warrants to subscribe for additional TSG shares
to UFG on terms to be agreed and considered as fair and reasonable
by the Company's Board (excluding those directors connected to UFG)
after consultation with TSG's Nominated Adviser. No warrants were
issued in 2010 or 2011 or after the reporting date.
On 26 October 2010 and 8 April 2011 UFG provided TSG with two
loan facilities, each of $2 million, on commercial terms. On 18
April 2011 AngloGold Ashanti Limited(AGA), also a related party by
virtue of its then 30.7% holding in the shares of the Company,
agreed to provide TSG with a loan facility of $2.3 million on
commercial terms. Each of the three loan facilities provided by UFG
and AGA in 2010 and 2011 was repayable in two equal tranches,
respectively on the fourth and fifth anniversaries of the
commencement of gold production at Asacha and each facility
agreement included the same conversion option as the 2009 UFG loan
facilities.
On 8 November 2011, as discussed in Note 6, 4,541,313 ordinary
shares were issued to UFG and AGA in consideration of the
conversion of the outstanding amounts of the above three loan
facilities, in aggregate $6,802,279 including accrued interest.
In September 2011 UFG provided TSG with short term loan
facilities amounting to $5 million on commercial terms, each with
the same conversion option as their previous loans, exercisable
prior to scheduled repayment 180 days after drawdown, comprising
loans of $1 million on 1 September 2011, $2 million on 14 September
2011, $1 million on 15 September 2011 and $1 million on 19
September 2011. On 23 September 2011 AGA agreed to provide a short
term loan facility of $3 million on commercial terms, with the same
conversion option as the UFG loans, exercisable prior to scheduled
repayment 180 days after drawdown.
After the reporting date, as discussed in Note 9, three of the
short term loan facilities provided by UFG and part of the short
term facility provided by AGA were converted into TSG ordinary
shares. The fourth UFG facility and the remaining part of the AGA
facility were repaid in March 2012 and April 2012 respectively.
.
6. Share capital and premium
Number of
Number of shares allotted Share
shares and fully capital Share premium Total
authorised paid $000 $000 $000
At 1 January 2010 150,000,000 84,913,031 15,103 73,311 88,414
Shares issued
- Placing for cash - 14,756,339 2,220 4,627 6,847
--------------------- ------------ ----------------- --------- -------------- --------
At 31 December 2010 150,000,000 99,669,370 17,323 77,938 95,261
--------------------- ------------ ----------------- --------- -------------- --------
At 1 January 2011 150,000,000 99,669,370 17,323 77,938 95,261
Shares issued
- Placing for cash - 4,541,313 727 6,075 6,802
--------------------- ------------ ----------------- --------- -------------- --------
At 31 December 2011 150,000,000 104,210,683 18,050 84,013 102,063
--------------------- ------------ ----------------- --------- -------------- --------
All shares are ordinary shares with a par value of 10 pence.
On 8 November 2011, 4,541,313 ordinary shares were issued to UFG
Asset Management (UFG) and AngloGold Ashanti Limited (AGA) in
settlement of the Company's indebtedness, in aggregate $6,802,279
including accrued interest. 2,938,890 ordinary shares were issued
to UFG, at 93.4 pence per share, and 1,602,423 ordinary shares were
issued to AGA, at 93.6 pence per share, in consideration of the
conversion of the outstanding amounts of three loan facilities as
discussed in Note 5.
On 23 March 2010 3,533,534 ordinary shares were issued to AGA at
30.8 pence per share for a total cash consideration, before issuing
costs, of GBP1.1 million ($1,636,956).
Also on 23 March 2010 11,222,805 ordinary shares were issued,
also at 30.8 pence per share, to UFG and to AGA in settlement of
the Company's indebtedness, in aggregate $5,209,133 including
accrued interest. 9,408,002 shares were issued to UFG in
consideration of the conversion of the outstanding amounts of two
loan facilities as discussed in Note 5. 1,814,803 ordinary shares
were issued to AGA in settlement of technical consultancy services
provided by AGA.
The issue of shares to UFG and AGA in February 2012 in
settlement of the Company's indebtedness, in aggregate $6,445,099
including accrued interest, is discussed in Note 9.
7. Revenue
Year ended Year ended
31 December 31 December
2011 2010
$000 $000
-------------- ------------- -------------
Gold 11,707 -
Silver 223 -
Total revenue 11,930 -
-------------- ------------- -------------
8. Cost of sales
Year ended Year ended
31 December 31 December
2011 2010
$000 $000
--------------------- ------------- -------------
Wages and salaries 2,996 -
Energy and materials 2,840 -
Depreciation 623 -
Other costs 1,690 -
--------------------- ------------- -------------
Total cost of sales 8,149 -
--------------------- ------------- -------------
9. Events after the reporting date
In February 2012, 5,842,390 ordinary shares were issued to major
shareholders UFG Asset Management (UFG) and AngloGold Ashanti
Limited (AGA) in settlement of the Company's indebtedness, in
aggregate $6,445,099 including accrued interest. 3,738,665 ordinary
shares were issued to UFG, 2,808,151 ordinary shares on 1 February
2012 at 69.94 pence per share and 930,514 ordinary shares on 3
February 2012 at 69.98 pence per share, in consideration of the
conversion of the outstanding amounts of three loan facilities as
discussed in Note 5. 2,103,725 ordinary shares were issued to AGA,
1,578,620 ordinary shares on 1 February 2012 at 69.98 pence per
share and 525,105 ordinary shares on 3 February 2012 at 69.75 pence
per share, in consideration of the conversion of part of the
outstanding amount of a loan facility as discussed in Note 5.
10. Basis of accounting and presentation of financial
information
The Group's financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union. However this announcement does
not in itself contain sufficient information to comply with
IFRS.
The financial information does not constitute the Group's
statutory financial statements as defined in section 434 of the
Companies Act 2006 but is derived from those accounts. The
financial information for the year ended 31 December 2011 has been
extracted from the audited accounts of Trans-Siberian Gold plc
which will be delivered to the Registrar of Companies in due
course. The auditors reported on those accounts and their report
was unqualified and did not contain a statement under section 498
(2) or (3) of the Companies Act 2006. The financial information for
the year ended 31 December 2010 has been extracted from the audited
accounts of Trans-Siberian Gold plc which have been delivered to
the Registrar of Companies. The auditors reported on those accounts
and their report was unqualified and did not contain a statement
under section 498 (2) or (3) of the Companies Act 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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