TIDMASO
RNS Number : 3506T
Avesoro Resources Inc.
14 November 2019
14 November 2019
Avesoro Resources Inc.
TSX: ASO
AIM: ASO
FINANCIAL RESULTS AND OPERATIONAL UPDATE
FOR THE THREE AND NINE MONTHSED SEPTEMBER 30, 2019
Avesoro Resources Inc. ("Avesoro" or the "Company"), the TSX and
AIM listed West African gold producer announces the release of its
unaudited Financial Statements ("FS") and Management's Discussion
and Analysis ("MD&A") for the quarter (the "Quarter" or "Q3")
and nine months ("YTD") ended September 30, 2019.
Serhan Umurhan, Chief Executive Officer of Avesoro, commented:
"Avesoro's financial performance in Q3 was affected by the
operational issues and lower production levels as announced on
October 10, 2019 in the Q3 Production Update. The Company's
majority shareholder, Mr Murathan Gunal, has reconfirmed his
commitment to continue to provide such financial support as the
Company requires for its continued operation as the effects of the
transition to contractor mining and other cost saving initiatives
settle down.
Mining operations continue at both our New Liberty and Youga
gold mines with operational performance having improved since the
end of Q3. However, gold production remains lower than budgeted
with provisional Group production in October of 5.5koz.
My revised expectations of full year gold production for the
Group is between 140,000 - 145,000 oz split 70koz at New Liberty
and 75koz Youga."
Financial & Operational Highlights:
YTD 2019
-- Gold production of 102,114 ounces from the New Liberty Gold
Mine in Liberia ("New Liberty") and Youga Gold Mine in Burkina Faso
("Youga");
-- Company revenues of US$139.1 million from gold sales of
103,523 ounces at an average realised gold price of US$1,340 per
ounce;
-- Consolidated operating cash costs(1) of US$1,069 per ounce sold in 9 months to September;
-- Consolidated all in sustaining costs(1) ("AISC") of US$1,431
per ounce in 9 months to September;
-- Company EBITDA margin of 5% with EBITDA(1) of US$7.0 million;
-- Net operating cash flows of US$15.8 million; and
-- Cash of US$6.3 million and gross debt of US$144.8 million at September 30, 2019.
Q3 2019
-- Gold production of 22,678 ounces in the Quarter, a decrease
of 34% on the previous quarter, as a result of production
interruptions at both the New Liberty and Youga gold mines;
-- Company revenues of US$31.2 million from gold sales of 21,246
ounces at an average realised gold price of US$1,464 per ounce;
-- Consolidated operating cash costs(1) of US$1,315 per ounce sold in Q3;
-- Consolidated AISC(1) of US$1,971 per ounce sold in Q3;
-- Company EBITDA margin of -15%, with EBITDA(1) of -US$4.7 million in the Quarter; and
-- Net operating cash flows of US$5.7 million in the Quarter.
Notes:
(1) See "Non-GAAP Financial Measures";
Table 1: Consolidated Financial Highlights
Metric Q3 2019 Q2 2019 Q3 2019 YTD 2019 YTD 2018 YTD 2019
vs Q2 vs YTD
2019 2018
------------------------ -------- -------- -------- --------- --------- ---------
Group
-------- -------- -------- --------- --------- ---------
Gold production,
oz 22,678 34,338 -34% 102,114 175,496 -42%
-------- -------- -------- --------- --------- ---------
Gold sold, oz 21,246 36,467 -42% 103,523 174,812 -41%
-------- -------- -------- --------- --------- ---------
Operating cash
costs* US$/oz sold 1,315 1,125 17% 1,069 719 49%
-------- -------- -------- --------- --------- ---------
All in sustaining
costs US$/oz sold 1,971 1,469 34% 1,431 995 44%
-------- -------- -------- --------- --------- ---------
Average realised
gold price, US$/oz 1,464 1,313 12% 1,340 1,288 4%
-------- -------- -------- --------- --------- ---------
Revenues, US$m 31.2 48.0 -35% 139.1 225.1 -38%
-------- -------- -------- --------- --------- ---------
EBITDA, US$m (4.7) 2.1 -321% 7.0 72.8 -90%
-------- -------- -------- --------- --------- ---------
EBITDA margin -15% 4% -444% 5% 32% -84%
-------- -------- -------- --------- --------- ---------
Cash flow from/
(used in) operations,
US$m 5.7 5.0 14% 15.8 62.4 -75%
-------- -------- -------- --------- --------- ---------
Capital expenditure,
US$m 7.9 5.6 41% 21.4 34.9 -39%
-------- -------- -------- --------- --------- ---------
Cash, US$m 6.3 4.4 43% 6.3 8.6 -27%
-------- -------- -------- --------- --------- ---------
Gross Debt, US$m 144.8 138.3 5% 144.8 128.8 12%
-------- -------- -------- --------- --------- ---------
Table 2: Key Operations Financial Highlights
Metric Q3 2019 Q2 2019 Q3 2019 YTD 2019 YTD 2018 YTD 2019
vs Q2 vs YTD
2019 2018
--------------------- -------- -------- -------- --------- --------- ---------
New Liberty
-------- -------- -------- --------- --------- ---------
Gold production,
oz 8,059 18,822 -57% 52,736 85,134 -38%
-------- -------- -------- --------- --------- ---------
Gold sold, oz 7,235 19,637 -63% 53,195 84,658 -37%
-------- -------- -------- --------- --------- ---------
Mining cost, US$/t 1.74 1.84 -5% 1.82 2.47 -26%
-------- -------- -------- --------- --------- ---------
Processing cost,
US$/t 39.76 20.27 96% 24.82 24.11 3%
-------- -------- -------- --------- --------- ---------
Operating cash
costs* US$/oz sold 1,284 1,116 15% 998 825 21%
-------- -------- -------- --------- --------- ---------
All in sustaining
costs US$/oz sold 2,677 1,577 70% 1,456 1,082 35%
-------- -------- -------- --------- --------- ---------
Average realised
gold price, US$/oz 1,447 1,321 10% 1,329 1,281 4%
-------- -------- -------- --------- --------- ---------
Youga
-------- -------- -------- --------- --------- ---------
Gold production,
oz 14,619 15,516 -6% 49,378 90,362 -45%
-------- -------- -------- --------- --------- ---------
Gold sold, oz 14,011 16,830 -17% 50,328 90,154 -44%
-------- -------- -------- --------- --------- ---------
Mining cost, US$/t 1.79 1.64 9% 1.76 1.99 -12%
-------- -------- -------- --------- --------- ---------
Processing cost,
US$/t 17.61 16.45 7% 17.62 19.63 -10%
-------- -------- -------- --------- --------- ---------
Operating cash
costs* US$/oz sold 1,335 1,149 16% 1,149 630 82%
-------- -------- -------- --------- --------- ---------
All in sustaining
costs US$/oz sold 1,475 1,234 20% 1,271 848 50%
-------- -------- -------- --------- --------- ---------
Average realised
gold price, US$/oz 1,473 1,304 13% 1,352 1,295 4%
-------- -------- -------- --------- --------- ---------
Outlook
At Youga, additional mining and auxiliary equipment brought by
the mining contractor arrived in October and is expected to improve
mining productivity during Q4 2019. However, gold production and
unit cost performance will continue to be impacted by low grade ore
from the Zergore pit.
In October 2019, New Liberty experienced a pit wall and ramp
failure on the north side of the Kinjor-east pit. Mining operations
continue at the Marvoe and Kinjor-south pits, but ore production
will be reduced, and unit cost underperformance is expected in Q4
2019 as a result.
Higher waste stripping is expected in the short-term as access
to the Kinjor pit remains restricted and to complete the final open
pit pushback. The Company continues to work on the New Liberty
underground Definitive Feasibility Study and the start of
underground development remains targeted for H1 2020.
Take-over Bid
On October 17, 2019 the Company's major shareholder Avesoro
Jersey Limited ("AJL") formally commenced an insider bid to acquire
all of the issued and outstanding shares of the Company, other than
shares owned by AJL, at a price of GBP1.00 per share. A take-over
circular containing additional information about the Offer is
available at www.sedar.com.
On October 21, 2019 the board of directors of the Company filed
a directors' circular that recommends the minority shareholders
accept the Offer and deposit their common shares in the Company to
the Offer. A copy of the directors' circular is available at
www.sedar.com and on the Company's website.
Financial Statements and MD&A
The financial statements are appended to this announcement. The
financial statements and the accompanying MD&A are available to
review at the Company's website, www.avesoro.com and on
www.sedar.com.
Non-GAAP Financial Measures
The Company has included certain non-GAAP financial measures in
this press release, including operating cash costs, all-in
sustaining costs ("AISC") per ounce of gold sold and EBITDA. These
non-GAAP financial measures do not have any standardised meaning.
Accordingly, these financial measures are intended to provide
additional information and should not be considered in isolation or
as a substitute for measures of performance prepared in accordance
with International Financial Reporting Standards ("IFRS").
Operating cash costs and AISC are a common financial performance
measure in the mining industry but have no standard definition
under IFRS. Operating cash costs are reflective of the cost of
production.
AISC include operating cash costs, net-smelter royalty,
corporate costs, sustaining capital expenditure, sustaining
exploration expenditure and capitalised stripping costs. The
Company reports cash costs on an ounce of gold sold basis.
The Company calculates EBITDA as net profit or loss for the
period excluding finance costs, income tax expense and
depreciation. EBITDA does not have a standardised meaning
prescribed by IFRS and should not be considered in isolation or as
a substitute for measures of performance prepared in accordance
with IFRS. EBITDA excludes the impact of cash costs of financing
activities and taxes and the effects of changes in working capital
balances and therefore is not necessarily indicative of operating
profit or cash flow from operations as determined under IFRS. Other
companies may calculate EBITDA differently.
Other companies may calculate these measures differently and
should not be considered in isolation or as a substitute for
measures of performance prepared in accordance with IFRS.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
Contact Information
Avesoro Resources Inc.
Geoff Eyre / Nick Smith
Tel: +44(0) 20 3405 9160
Camarco finnCap
(IR / Financial PR) (Nominated Adviser and Joint Broker)
Gordon Poole / Nick Hennis Christopher Raggett / Scott Mathieson
/ Camille Gochez
Tel: +44(0) 20 3757 4980 Tel: +44(0) 20 7220 0500
Berenberg
(Joint Broker)
Matthew Armitt / Detlir Elezi
Tel: +44(0) 20 3207 7800
About Avesoro Resources Inc.
Avesoro Resources is a West Africa focused gold producer and
development company that operates two gold mines across West Africa
and is listed on the Toronto Stock Exchange ("TSX") and the AIM
market operated by the London Stock Exchange ("AIM"). The Company's
assets include the New Liberty Gold Mine in Liberia ("New Liberty")
and the Youga Gold Mine in Burkina Faso ("Youga").
New Liberty has an estimated Proven and Probable Mineral Reserve
of 17Mt with 1,365,000 ounces of gold grading 2.49g/t and an
estimated Measured and Indicated Mineral Resource of 20.47Mt with
1,748,200 ounces of gold grading 2.66g/t and an estimated Inferred
Mineral Resource of 3.0Mt with 271,000 ounces of gold grading
2.8g/t. A supporting Technical Report summarising the PFS, prepared
in accordance with CIM guidelines, is set out in an NI 43-101
compliant Technical Report dated January 31, 2019 and entitled "NI
43-101 Pre-Feasibility Report, Mineral Resource and Mineral Reserve
Update for the New Liberty Gold Mine, Liberia" and is available on
SEDAR at www.sedar.com.
Youga has an estimated Proven and Probable Mineral Reserve of
14.7Mt with 814,900 ounces of gold grading 1.72g/t and a combined
estimated Measured and Indicated Mineral Resource of 22.16Mt with
1,189,100 ounces of gold grading 1.67g/t and an Inferred Mineral
Resource of 7.6Mt with 377,000 ounces of gold grading 1.5g/t. A
Technical Report dated 20 June 2019 prepared in accordance with the
requirements of National Instrument 43-101 and entitled " NI 43-101
Technical Report Mineral Resource and Mineral Reserve Update for
the Youga Gold Mine, Burkina Faso" is available on SEDAR at
www.sedar.com and on the Company's corporate website
www.avesoro.com.
For more information, please visit www.avesoro.com
Qualified Persons
The Company's Qualified Person is Mark J. Pryor, who holds a BSc
(Hons) in Geology & Mineralogy from Aberdeen University, United
Kingdom and is a Fellow of the Geological Society of London, a
Fellow of the Society of Economic Geologists and a registered
Professional Natural Scientist (Pr. Sci.Nat) of the South African
Council for Natural Scientific Professions. Mark Pryor is an
independent technical consultant with over 25 years of global
experience in exploration, mining and mine development and is a
"Qualified Person" as defined in National Instrument 43 -101
"Standards of Disclosure for Mineral Projects" of the Canadian
Securities Administrators and has reviewed and approved this press
release. Mr. Pryor has verified the underlying technical data
disclosed in this press release.
Forward Looking Statements
Certain information contained in this press release constitutes
forward looking information or forward-looking statements within
the meaning of applicable securities laws. This information or
statements may relate to future events, facts, or circumstances or
the Company's future financial or operating performance or other
future events or circumstances. All information other than
historical fact is forward looking information and involves known
and unknown risks, uncertainties and other factors which may cause
the actual results or performance to be materially different from
any future results, performance, events or circumstances expressed
or implied by such forward-looking statements or information. Such
statements can be identified by the use of words such as
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "would", "project", "should", "believe", "target",
"predict" and "potential". No assurance can be given that this
information will prove to be correct and such forward looking
information included in this press release should not be unduly
relied upon. Forward looking information and statements speak only
as of the date of this press release.
Forward looking statements or information in this press release
include the Company meeting its annual production guidance for 2019
of 140,000 - 145,000 ounces of gold, statements regarding the
Company's expectation that mining productivity will improve at
Youga during Q4 2019 and statements regarding underground
development at the New Liberty Gold Mine expected to commence in H1
2020.
In making the forward looking information or statements
contained in this press release, assumptions have been made
regarding, among other things: general business, economic and
mining industry conditions; interest rates and foreign exchange
rates; the continuing accuracy of Mineral Resource and Reserve
estimates; geological and metallurgical conditions (including with
respect to the size, grade and recoverability of Mineral Resources
and Reserves) and cost estimates on which the Mineral Resource and
Reserve estimates are based; the supply and demand for commodities
and precious and base metals and the level and volatility of the
prices of gold; market competition; the ability of the Company to
raise sufficient funds from capital markets and/or debt to meet its
future obligations and planned activities and that unforeseen
events do not impact the ability of the Company to use existing
funds to fund future plans and projects as currently contemplated;
the stability and predictability of the political environments and
legal and regulatory frameworks including with respect to, among
other things, the ability of the Company to obtain, maintain, renew
and/or extend required permits, licences, authorizations and/or
approvals from the appropriate regulatory authorities; that
contractual counterparties perform as agreed; and the ability of
the Company to continue to obtain and retain qualified staff
(including employees and contractors) and equipment in a timely and
cost-efficient manner to meet its demand.
Actual results could differ materially from those anticipated in
the forward-looking information or statements contained in this
press release as a result of risks and uncertainties (both foreseen
and unforeseen) and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indicators of whether or not such results will be achieved. These
risks and uncertainties include the risks normally incidental to
exploration and development of mineral projects and the conduct of
mining operations (including exploration failure, cost overruns or
increases, and operational difficulties resulting from plant or
equipment failure, among others); the inability of the Company to
obtain required financing when needed and/or on acceptable terms or
at all; risks related to operating in West Africa, including
potentially more limited infrastructure and/or less developed legal
and regulatory regimes; health risks associated with the mining
workforce in West Africa; risks related to the Company's title to
its mineral properties; the risk of adverse changes in commodity
prices; the risk that the Company's exploration for and development
of mineral deposits may not be successful; the inability of the
Company to obtain, maintain, renew and/or extend required licences,
permits, authorizations
and/or approvals from the appropriate regulatory authorities and
other risks relating to the legal and regulatory frameworks in
jurisdictions where the Company operates, including adverse or
arbitrary changes in applicable laws or regulations or in their
enforcement; competitive conditions in the mineral exploration and
mining industry; risks related to obtaining insurance or adequate
levels of insurance for the Company's operations; that Mineral
Resource and Reserve estimates are only estimates and actual metal
produced may be less than estimated in a Mineral Resource or
Reserve estimate; the risk that the Company will be unable to
delineate additional Mineral Resources; risks related to
environmental regulations and cost of compliance, as well as costs
associated with possible breaches of such regulations;
uncertainties in the interpretation of results from drilling; risks
related to the tax residency of the Company; the possibility that
future exploration, development or mining results will not be
consistent with expectations; the risk of delays in construction
resulting from, among others, the failure to obtain materials in a
timely manner or on a delayed schedule; inflation pressures which
may increase the cost of production or of consumables beyond what
is estimated in studies and forecasts; changes in exchange and
interest rates; risks related to the activities of artisanal
miners, whose activities could delay or hinder exploration or
mining operations; the risk that third parties to contracts may not
perform as contracted or may breach their agreements; the risk that
plant, equipment or labour may not be available at a reasonable
cost or at all, or cease to be available or resign, or in the case
of labour, may undertake strike or other labour actions; the
inability to attract and retain key management and personnel; and
the risk of political uncertainty, terrorism, civil strife, or war
in the jurisdictions in which the Company operates, or in
neighbouring jurisdictions which could impact on the Company's
exploration, development and operating activities.
Although the forward-looking statements contained in this press
release are based upon what management believes are reasonable
assumptions, the Company cannot provide assurance that actual
results or performance will be consistent with these
forward-looking statements. The forward-looking information and
statements included in this press release are expressly qualified
by this cautionary statement and are made only as of the date of
this press release. The Company does not undertake any obligation
to publicly update or revise any forward-looking information except
as required by applicable securities laws.
Condensed Interim Consolidated Financial Statements
(Unaudited)
Avesoro Resources Inc.
For the Three and Nine Months Ended September 30, 2019 and
2018
(stated in thousands of US dollars)
Registered office: 199 Bay Street
Suite 5300
Commerce West Street
Toronto
Ontario, M5L 1B9
Canada
Company registration number: 776831-1
Company incorporated on: 1 February 2011
Three months Three months Nine months Nine months
ended ended ended ended
September September September September
30, 30, 30, 30,
2019 2018 2019 2018
$'000 $'000 $'000 $'000
--------------------- --------------------- --------------------- ---------------------
Revenues (Note 2) 31,240 59,247 139,124 225,147
Cost of sales
- Production costs (Note
2) (29,588) (45,646) (117,001) (137,827)
- Depreciation (Note 2) (8,667) (21,930) (43,885) (58,931)
Gross (loss)/profit (7,015) (8,329) (21,762) 28,389
Expenses
Administrative and other
expenses
(Note 3) (1,918) (2,988) (6,989) (6,999)
Exploration and
evaluation
costs (Note 8) (881) (2,494) (4,895) (9,018)
Write-off of mining
equipment
(Note 9) (3,885) - (3,885) -
Loss on lease termination - - - (566)
(Loss)/Profit from
operations (13,699) (13,811) (37,531) 11,806
Finance costs (3,251) (3,177) (10,347) (10,350)
Finance income 49 6 218 181
Foreign exchange
gain/(loss) 268 644 934 (1,267)
Gain on modification of
loans
(Note 10) 275 - 275 -
Other income 69 - 69 -
Derivative liability gain - - - 105
(Loss)/Profit before tax (16,289) (16,338) (46,382) 475
Tax credit/(charge) for
the
period (Note 4) (46) 219 (590) (9,636)
Net loss after tax (16,335) (16,119) (46,972) (9,161)
Attributable to:
- Owners of the Company (16,614) (15,807) (47,064) (11,960)
- Non-controlling
interest
(Note 13) 279 (312) 92 2,799
--------------------- --------------------- --------------------- ---------------------
Other comprehensive
income
Items that may be
reclassified
subsequently to profit or
loss:
Fair value gains on
investments - - - 22
Currency translation
differences 28 (36) 90 (76)
Total comprehensive loss (16,307) (16,155) (46,882) (9,215)
--------------------- --------------------- --------------------- ---------------------
Attributable to:
- Owners of the Company (16,586) (15,843) (46,974) (12,014)
- Non-controlling
interest 279 (312) 92 2,799
Basic loss per share,
(US$)
(Note 5) (0.204) (0.194) (0.577) (0.147)
--------------------- --------------------- --------------------- ---------------------
The accompanying notes are an integral part of these condensed
interim consolidated financial statements.
September 30, December 31,
2019 2018
$'000 $'000
------------- ------------
Assets
Current assets
Cash and cash equivalents 6,321 3,522
Trade and other receivables (Note 6) 16,014 23,759
Inventories (Note 7) 38,450 45,850
Other assets 1,748 1,731
62,533 74,862
------------- ------------
Non-current assets
Intangible assets - Exploration and evaluation assets
(Note 8) 8,317 6,452
Property, plant and equipment (Note 9) 200,017 224,953
Deferred tax asset 2,826 2,585
Other assets 1,410 1,236
212,570 235,226
------------- ------------
Total assets 275,103 310,088
------------- ------------
Liabilities
Current liabilities
Borrowings (Note 10) 14,419 17,663
Trade and other payables 63,452 65,909
Income tax payable 127 4,333
Lease liabilities (Note 11) 897 975
Provisions 3,050 3,276
81,945 92,156
------------- ------------
Non-current liabilities
Borrowings (Note 10) 128,102 106,137
Lease liabilities (Note 11) 1,394 2,259
Provisions 10,678 10,939
------------- ------------
140,174 119,335
------------- ------------
Total liabilities 222,119 211,491
------------- ------------
Equity
Share capital (Note 12) 353,686 353,686
Capital contribution 55,830 55,434
Share based payment reserve 9,860 8,987
Acquisition reserve (33,060) (33,060)
Cumulative translation reserve (366) (456)
Deficit (336,695) (289,631)
------------- ------------
Equity attributable to owners 49,255 94,960
Non-controlling interest (Note 13) 3,729 3,637
Total equity 52,984 98,597
------------- ------------
Total liabilities and equity 275,103 310,088
------------- ------------
The accompanying notes are an integral part of these condensed
interim consolidated financial statements.
Nine months Nine months
ended ended
September September
30, 30,
2019 2018
$'000 $'000
Operating activities
Net loss after tax (46,972) (9,161)
Tax for the period 590 9,636
------------ ------------
(Loss)/Profit before tax (46,382) 475
Items not affecting cash:
Share-based payments (Note 3) 873 854
Depreciation (Note 9) 43,968 59,146
Write-off of assets (Note 9) 3,885 -
Unrealized foreign exchange (gain)/loss (394) 390
Interest expense 10,347 10,350
Legal and other provisions (487) -
Gain on modification of loans (275) -
Loss on lease termination - 566
Derivative liability gain - (105)
Changes in non-cash working capital
Decrease/(increase) in trade and other receivables 7,741 (3,114)
(Decrease)/increase in trade and other payables (5,823) 22,909
Decrease/(increase) in inventories 7,400 (15,477)
Income taxes paid (5,069) (13,597)
Cash flows from operating activities 15,784 62,397
------------ ------------
Investing activities
Payments to acquire property, plant and equipment (19,554) (29,280)
Payments to acquire intangible assets (1,865) (5,659)
(Increase)/decrease in other assets (191) 66
Proceeds from sale of available for sale investment - 44
Cash flows used in investing activities (21,610) (34,829)
------------ ------------
Financing activities
Proceeds from borrowings (Note 10b) 15,250 6,150
Repayments of borrowings (Note 10) - (31,717)
Finance charges (5,667) (8,149)
Payment of finance leases (945) (1,317)
Dividend payment to non-controlling interest - (1,480)
Proceeds from exercise of stock options (Note 12) - 33
Cash flows from (used in) financing activities 8,638 (36,480)
------------ ------------
Impact of foreign exchange on cash balance (13) (279)
------------ ------------
Net increase/(decrease) in cash and cash equivalents 2,799 (9,191)
Cash and cash equivalents at beginning of period 3,522 17,787
------------ ------------
Cash and cash equivalents at end of period 6,321 8,596
------------ ------------
The accompanying notes are an integral part of these condensed
interim consolidated financial statements.
Total Equity Attributable to Owners
--------------------------------------------------------------------------------------------------
Share-based Fair Cumulative
Share Capital payment Acquisition value translation Deficit Total Non-controlling Total
capital contribution reserve reserve reserve reserve Interest Equity
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
-------- ------------- ------------ ------------ -------- ------------ ---------- --------- ---------------- ---------
Balance at
January 1,
2018 353,653 54,022 7,840 (33,060) (487) (466) (260,156) 121,346 3,714 125,060
-------- ------------- ------------ ------------ -------- ------------ ---------- --------- ---------------- ---------
(Loss)/Profit
for the
period - - - - - - (11,960) (11,960) 2,799 (9,161)
Other
comprehensive
income/(loss)
for period - - - - 22 (76) - (54) - (54)
-------- ------------- ------------ ------------ -------- ------------ ---------- --------- ---------------- ---------
Total
comprehensive
income/(loss)
for period - - - - 22 (76) (11,960) (12,014) 2,799 (9,215)
Exercise of
stock options
(Note 12) 33 - - - - - - 33 - 33
Share-based
payments
(Note 3) - - 854 - - - - 854 - 854
Dividends paid
to
non-controlling
interest - - - - - - - - (3,075) (3,075)
Related party
loans (Note
10) - 1,698 - - - - - 1,698 - 1,698
Payment of
related party
loans (Note
10b) - (2,978) - - - - - (2,978) - (2,978)
Reserve transfer
on sale
of investment - - - - 465 - (465) - - -
-------- ------------- ------------ ------------ -------- ------------ ---------- --------- ---------------- ---------
Balance at
September
30, 2018 353,686 52,742 8,694 (33,060) - (542) (272,581) 108,939 3,438 112,377
-------- ------------- ------------ ------------ -------- ------------ ---------- --------- ---------------- ---------
Balance at
January 1,
2019 353,686 55,434 8,987 (33,060) - (456) (289,631) 94,960 3,637 98,597
-------- ------------- ------------ ------------ -------- ------------ ---------- --------- ---------------- ---------
(Loss)/Profit
for the
period - - - - - - (47,064) (47,064) 92 (46,972)
Other
comprehensive
income
for period - - - - - 90 - 90 - 90
-------- ------------- ------------ ------------ -------- ------------ ---------- --------- ---------------- ---------
Total
comprehensive
income/(loss)
for period - - - - - 90 (47,064) (46,974) 92 (46,882)
Share-based
payments
(Note 3) - - 873 - - - - 873 - 873
Drawdown on
Working Capital
Facility (Note
10b) - 396 - - - - - 396 - 396
-------- ------------- ------------ ------------ -------- ------------ ---------- --------- ---------------- ---------
Balance at
September
30, 2019 353,686 55,830 9,860 (33,060) - (366) (336,695) 49,255 3,729 52,984
-------- ------------- ------------ ------------ -------- ------------ ---------- --------- ---------------- ---------
The accompanying notes are an integral part of these condensed
interim consolidated financial statements.
1 Nature of operations and basis of preparation
Avesoro Resources Inc. ("Avesoro" or the "Company"), was
incorporated under the Canada Business Corporations Act on February
1, 2011. The focus of Avesoro's business is the exploration,
development and operation of gold assets in West Africa,
specifically the New Liberty Gold Mine ("New Liberty") in Liberia
and the Youga Gold Mine ("Youga") in Burkina Faso.
The Company's parent company is Avesoro Jersey Limited ("AJL"),
a company incorporated in Jersey and Mr. Murathan Doruk Gűnal is
the ultimate beneficial owner.
These condensed interim consolidated financial statements
("interim financial statements") have been prepared in accordance
with International Accounting Standard ("IAS") 34, "Interim
Financial Reporting". They do not include all disclosures that
would otherwise be required in a complete set of financial
statements. They follow accounting policies and methods of their
application consistent with the audited consolidated financial
statements for the year ended December 31, 2018 except for the
adoption of new accounting policies as discussed below.
Accordingly, they should be read in conjunction with the Company's
audited consolidated financial statements for the year ended
December 31, 2018.
These interim financial statements were authorised by the Board
of Directors on November 13, 2019.
New accounting policies
The Company has initially adopted IFRS 16 from January 1, 2019.
IFRS 16 introduced a single, on-balance sheet accounting model for
lessees. As a result, the Company as a lessee, has recognised
right-of-use assets representing its rights to use the underlying
assets and lease liabilities representing its obligation to make
lease payments. Lessor accounting remains the same. On transition
to IFRS 16, the Company elected to apply the practical expedient to
grandfather the assessment of which transactions are leases. It
applied IFRS 16 only to contracts that were previously assessed as
leases. Accordingly, the comparative information presented for 2018
has not been restated. Contracts that were not identified as lease
under IAS 17 and IFRC 4 were not reassessed. Therefore, the
definition of lease under IFRS 16 has been applied to contracts
entered into or changed on or after January 1, 2019 and no new
leases were identified.
The Company leases drill rigs and the fuel storage facility at
New Liberty, which were previously classified as finance leases
under IAS 17. For the finance leases, the carrying amount of the
right-of-use asset and lease liability at January 1, 2019 were
determined as the carrying amount of the lease asset and lease
liability under IAS 17 immediately before date of IFRS 16
adoption.
In July 2019, the Company entered into an open pit mining
contract with Orkun Group Sarl (the "Mining Contractor") at Youga.
The mining programme under the contract is based on the excavation
of between 800,000 to 900,000 bank cubic metres ("BCM") of material
per month, including a minimum of 120,000 tonnes of ore delivered
to the ROM pad, per month. Over the life of mine, the contract is
based on the excavation of a minimum of 42 million BCM ("Minimum
TMM") of material over the life of mine which can be increased, at
the Company's option, to 60 million BCM on the same terms.
The contract price of excavation during the Minimum TMM period
is US$4.26 per BCM reducing to US$3.75 per BCM thereafter for the
remainder of the Contract. The Mining Contractor will pay an
earn-in fee of US$0.51 per BCM to acquire the Company's existing
heavy mining equipment fleet ("Existing Fleet") in Youga which will
be off-set against the contract price during the Minimum TMM
period. Legal title and control of the Existing Fleet passes at the
end of the Minimum TMM period.
1 Nature of operations and basis of preparation (continued)
The Mining Contractor also committed to supplement the Existing
Fleet with additional equipment ("Supplemental Fleet") at its own
cost. This Supplemental Fleet has been determined as an identified
asset under IFRS 16. Although the Company obtains substantially all
the economic benefits of the identified asset, Management have
determined that the right to direct the identified asset lies with
the Mining Contractor based on the following critical factors:
-- the Mining Contractor makes the decisions on where and when to deploy the identified asset;
-- the Mining Contractor has the right to change how to mine the excavation output; and
-- the Mining Contractor manages the day-to-day mining
operations and employs the personnel required to fulfil the mining
contract.
Accordingly, whilst judgmental Management concluded that this
mining contract does not contain a lease. Management is aware of a
draft IFRS Interpretations Committee tentative agenda decision
(included in the September 2019 IFRIC Update) assessing the
judgement in determining who has the right to direct the assets in
the context of a shipping contract. Based on the tentative agenda
decision, principles in relation to the shipping contract may also
be relevant in considering the Company's mining contract.
Management will revisit the accounting treatment detailed above
following finalisation of the Committee's agenda decision.
A number of other new standards are effective from January 1,
2019 but these do not have a material effect on the Company's
financial statements.
Going concern
In July 2019, Avesoro Holdings Limited ("AHL") which is the
Company's ultimate parent company and controlled by Mr. Murathan
Doruk Günal, the eldest son of the Company's Chairman, reported
that it had breached two undertakings contained in the parent
company guarantee that AHL has provided to the Company's lenders
Nedbank Limited and FirstRand Bank Limited (collectively the
"Lenders") in respect of the Company's bank borrowings.
The technical breaches for the late submission of audited
accounts of AHL to the Lenders and AHL's total equity financial
covenant at December 31, 2018 being lower than the required level
represent events of default by the Company under the cross-default
provisions of the loan documents and allow the Lenders to
accelerate repayment of the bank borrowings before their final
maturity date.
In September 2019, the Lenders agreed to waive the events of
default.
The operational transition to contractor mining at both mines
earlier in the year, the security incident at Youga in August 2019
and heavy rainfall at New Liberty leading to the flooding of the
Kinjor pit have resulted in disruption to mining activities and
reduced gold production year to date.
AJL, the Company's major shareholder, has reiterated its
commitment to continue to support the financial needs of the
Company whilst the production guidance is under review and the
offer to take the Company private as discussed in Note 15 remains
open for acceptance by minority shareholders. AJL and Mapa, a
company controlled by the Company's Chairman, have deferred all
principal repayments and associated interest payments on the AJL
Working Capital Facility and Mapa equipment loans that are overdue
and would have fallen due for payment before October 31, 2020 to
October 31, 2020. AJL provided $15 million of additional loans up
to September 30, 2019 and a further $5 million loan was agreed in
October 2019 of which $3.5 million has been drawn to date to
satisfy the Company's near-term cash flow needs and working capital
shortfall.
The Company has received confirmation that Mr. Murathan Doruk
Günal intends to support the Group for at least one year from the
date of these interim financial statements. On this basis, the
Directors and Management continue to adopt the going concern basis
of accounting in preparing the interim financial statements.
2 Segment information
The Company is engaged in the exploration, development and
operation of gold projects in the West African countries of Liberia
and Burkina Faso. Information presented to the Chief Executive
Officer for the purposes of resource allocation and assessment of
segment performance is focused on the geographical location of
mining operations. The reportable segments under IFRS 8 are as
follows:
-- New Liberty operations;
-- Burkina operations which include the Youga Gold Mine and the Balogo satellite deposit;
-- Exploration; and
-- Corporate.
Following is an analysis of the Group's results, assets and
liabilities by reportable segment for the three months ended
September 30, 2019:
New Liberty Burkina
operations operations Exploration Corporate Total
$'000 $'000 $'000 $'000 $'000
------------- ------------ -------------- ---------- ---------
Profit/(Loss) for
the period (11,454) (4,289) (1,152) 560 (16,335)
------------- ------------ -------------- ---------- ---------
Revenues 10,466 20,644 - 130 31,240
------------- ------------ -------------- ---------- ---------
Production costs
- Mine operating
costs (11,062) (19,657) - 21 (30,698)
- Change in inventories 1,400 (290) - - 1,110
(9,662) (19,947) - 21 (29,588)
------------ -------------- ---------- ---------
Depreciation (7,181) (1,486) - (28) (8,695)
------------- ------------ -------------- ---------- ---------
Capital additions
-property, plant
and equipment 8,599 2,361 - - 10,960
------------- ------------ -------------- ---------- ---------
Following is an analysis of the Group's results, assets and
liabilities by reportable segment for the nine months ended
September 30, 2019:
New Liberty Burkina
operations operations Exploration Corporate Total
$'000 $'000 $'000 $'000 $'000
------------- ------------ -------------- ---------- ----------
Loss for the period (34,294) (2,084) (5,243) (5,351) (46,972)
------------- ------------ -------------- ---------- ----------
Revenues 70,699 68,024 - 401 139,124
------------- ------------ -------------- ---------- ----------
Production costs
- Mine operating
costs (55,369) (59,900) - 193 (115,076)
- Change in inventories (127) (1,798) - - (1,925)
(55,496) (61,698) - 193 (117,001)
------------- ------------ -------------- ---------- ----------
Depreciation (38,721) (5,164) - (83) (43,968)
------------- ------------ -------------- ---------- ----------
Segment assets 193,558 63,159 12,828 5,558 275,103
Segment liabilities (136,403) (35,026) (1,097) (49,593) (222,119)
Capital additions
- property, plant
and equipment 19,763 4,188 - - 23,951
- intangible assets - - 1,865 - 1,865
------------- ------------ -------------- ---------- ----------
2 Segment information (continued)
Following is an analysis of the Group's results, assets and
liabilities by reportable segment for the three months ended
September 30, 2018:
New Liberty Burkina
operations operations Exploration Corporate Total
$'000 $'000 $'000 $'000 $'000
------------- ------------ -------------- ---------- ---------
Profit/(Loss) for
the period (13,768) 3,047 (2,552) (2,846) (16,119)
------------- ------------ -------------- ---------- ---------
Revenues 33,925 25,322 - - 59,247
------------- ------------ -------------- ---------- ---------
Production costs
- Mine operating
costs (26,532) (20,433) - 904 (46,061)
- Change in inventories 1,589 (1,174) - - 415
(24,943) (21,607) - 904 (45,646)
------------ -------------- ---------- ---------
Depreciation (19,942) (1,988) (110) (17) (21,976)
------------- ------------ -------------- ---------- ---------
Segment assets 230,441 84,630 7,803 7,071 329,945
Segment liabilities (163,997) (41,017) (5,679) (6,875) (217,568)
Capital additions
- property, plant
and equipment 5,181 2,788 - - 7,969
- intangible assets - - 2,300 - 2,300
---------- --------- -------- -------- ----------
Following is an analysis of the Group's results, assets and
liabilities by reportable segment for the nine months ended
September 30, 2018:
New Liberty Burkina
operations operations Exploration Corporate Total
$'000 $'000 $'000 $'000 $'000
------------- ------------ -------------- ---------- ----------
Profit/(Loss) for
the period (27,505) 33,803 (8,903) (6,556) (9,161)
------------- ------------ -------------- ---------- ----------
Revenues 108,442 116,705 - - 225,147
------------- ------------ -------------- ---------- ----------
Production costs
- Mine operating
costs (73,228) (62,342) - 904 (134,666)
- Change in inventories (298) (2,863) - - (3,161)
(73,526) (65,205) - 904 (137,827)
------------ -------------- ---------- ----------
Depreciation (51,142) (7,706) (227) (71) (59,146)
------------- ------------ -------------- ---------- ----------
Capital additions
- property, plant
and equipment 28,902 15,522 40 - 44,464
- intangible assets - - 5,659 - 5,659
------------- ------------ -------------- ---------- ----------
3 Administrative and other expenses
Three months ended Nine months ended
September September September September
30, 30, 30, 30,
2019 2018 2019 2018
$'000 $'000 $'000 $'000
----------- ----------- ----------- -----------
Wages and salaries 734 599 2,098 1,726
Legal and professional 466 563 1,335 1,522
Royalty payable to AJL (Note
14) 338 - 1,724 -
Depreciation 28 46 83 215
Share based payments 225 288 873 854
Tax on subsidiary dividends - 957 - 1,758
Other expenses 127 535 876 924
----------- ----------- ----------- -----------
1,918 2,988 6,989 6,999
----------- ----------- ----------- -----------
4 Income taxes
Tax for the period comprises of:
Three months ended Nine months ended
September September September September
30, 30, 30, 30,
2019 2018 2019 2018
$'000 $'000 $'000 $'000
----------- ----------- ----------- -----------
Current tax (53) 219 (834) (7,664)
Deferred tax 7 - 244 (1,972)
(46) 219 (590) (9,636)
----------- ----------- ----------- -----------
5 Earnings per share ("EPS")
Three months ended Nine months ended
September September September September
30, 30, 30, 30,
2019 2018 2019 2018
$'000 $'000 $'000 $'000
----------- ----------- ----------- -----------
Net loss after tax attributable
to Owners of the Company (16,614) (15,807) (47,064) (11,960)
----------- ----------- ----------- -----------
Weighted average number of
outstanding shares for basic
EPS 81,575,260 81,575,260 81,575,260 81,565,260
Dilutive share options - - - -
Weighted average number of
outstanding shares for diluted
EPS 81,575,260 81,575,260 81,575,260 81,565,260
Basic EPS (US$) (0.204) (0.194) (0.577) (0.147)
Diluted EPS (US$) (0.204) (0.194) (0.577) (0.147)
----------- ----------- ----------- -----------
6 Trade and other receivables
September December 31,
30,
2019 2018
$'000 $'000
--------- ------------
Trade receivable 94 165
Other receivable 7,400 11,557
Due from related parties (Note 14) 2,869 3,350
Pre-payments 5,651 8,687
--------- ------------
16,014 23,759
--------- ------------
Other receivables as at September 30, 2019 include VAT
receivable from the Burkina Faso Government of $6.8 million
(December 31, 2018: $3.1 million) and a financial asset with
respect to factored VAT receivable from the Burkina Faso Government
of $nil (December 31, 2018: $6.4 million).
7 Inventories
September December 31,
30,
2019 2018
$'000 $'000
--------- ------------
Gold doré 2,110 2,299
Gold in circuit 2,721 3,969
Ore stockpiles 3,621 3,849
Consumables 29,998 35,733
--------- ------------
38,450 45,850
--------- ------------
Ore stockpiles as at September 30, 2019 are stated at their net
realisable values after cumulative write-down at New Liberty of
$0.8 million (December 31, 2018: $1.6 million) and a provision for
obsolescence of consumables at Youga of $0.6 million (December 31,
2018: $0.7 million).
8 Intangible assets - Exploration and evaluation assets
Nine months Year
ended ended
September December
30, 31,
2019 2018
$'000 $'000
------------ ----------
Beginning of the period 6,452 -
Additions in the period 1,865 8,234
Transfer to property, plant and equipment (Note
9) - (1,782)
End of the period 8,317 6,452
------------ ----------
Intangible assets as at September 30, 2019 are in respect of
capitalised exploration and evaluation assets at Ndablama and
Ouaré, located 44 kilometres east of the Youga processing plant.
Ouare is the subject of an infill drilling campaign to upgrade the
confidence level and classification of the existing mineral
resources. Resource modelling and pit design shows that this
satellite deposit will add further mine life to Youga.
8 Intangible assets - Exploration and evaluation assets (continued)
Exploration and evaluation costs charged to profit and loss
arose from the following licence areas:
Three months ended Nine months ended
September September September September
30, 30, 30, 30,
2019 2018 2019 2018
$'000 $'000 $'000 $'000
----------- ----------- ----------- -----------
New Liberty MDA licence 23 635 1,114 2,794
Youga exploitation permit 478 354 1,859 2,322
Balogo exploitation permit 325 1,050 1,451 2,703
Zerbogo/Songo 12 391 296 1,000
Others 43 64 175 199
881 2,494 4,895 9,018
----------- ----------- ----------- -----------
9 Property, plant and equipment
Mine closure
Mining Stripping and Right-of-use Machinery Leasehold
assets asset rehabilitation assets and equipment Vehicles improvement Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Cost
At January 1,
2018 208,507 16,229 6,212 11,758 74,793 3,092 86 320,677
Additions 6,736 14,957 756 1,232 29,707 516 - 53,904
Transfer from
intangible
assets 1,782 - - - - - - 1,782
Disposals - - - (7,000) (1,034) (335) - (8,369)
At December 31,
2018 217,025 31,186 6,968 5,990 103,466 3,273 86 367,994
Additions 3,266 19,763 30 - 892 - - 23,951
Disposals (1,034) - - - - - - (1,034)
Write-off of
mining
equipment - - - - (5,778) - - (5,778)
At September 30,
2019 219,257 50,949 6,998 5,990 98,580 3,273 86 385,133
------- --------- ---------------- ------------ -------------- -------- ------------ -------
Accumulated
depreciation
At January 1,
2018 52,105 1,838 2,290 2,564 10,880 1,362 86 71,125
Charge for the
year 37,618 17,017 1,026 1,265 17,343 544 - 74,813
Disposals - - - (1,528) (1,034) (335) - (2,897)
At December 31,
2018 89,723 18,855 3,316 2,301 27,189 1,571 86 143,041
Charge for the
year 27,364 2,102 579 833 12,541 549 - 43,968
Write-off of
mining
equipment - - - - (1,893) - - (1,893)
At September 30,
2019 117,087 20,957 3,895 3,134 37,837 2,120 86 185,116
------- --------- ---------------- ------------ -------------- -------- ------------ -------
Net book value
At December 31,
2018 127,302 12,331 3,652 3,689 76,277 1,702 - 224,953
------- --------- ---------------- ------------ -------------- -------- ------------ -------
At September 30,
2019 102,170 29,992 3,103 2,856 60,743 1,153 - 200,017
------- --------- ---------------- ------------ -------------- -------- ------------ -------
Mining equipment with carrying value of $3.9 million had been
written off after being damaged beyond repair during a security
breach at Youga in August 2019.
10 Borrowings
September December 31,
30,
2019 2018
$'000 $'000
Current
Bank loan - Senior Facility 9,652 6,676
Related party loan - 10,987
Working Capital Facility 4,767 -
--------------- ------------
14,419 17,663
--------------- ------------
Non-current
Bank loan - Senior Facility 49,893 51,801
Bank loan - Subordinated Facility 10,598 10,528
Working Capital Facility 35,500 23,142
Shareholder loan 3,984 3,985
Related party loan 28,127 16,681
--------------- ------------
128,102 106,137
--------------- ------------
(a) Bank loans
On December 17, 2013 the Company entered into an agreement for
an $88 million project finance loan facility with Nedbank Limited
and FirstRand Bank Limited (collectively the "Lenders"), (the
"Senior Facility"), and also entered into a subordinated loan
facility agreement for $12 million with RMB Resources (the
"Subordinated Facility"). On December 9, 2015 the Company entered
into an agreement for an additional $10 million Tranche B Senior
Facility (together with the Senior Facility and the Subordinated
Facility the "Loan Facilities") provided by the Lenders. These Loan
Facilities, which have been fully drawn, financed the development
of the Company's New Liberty Gold Mine. $38.4 million of the Senior
Facility principal has been repaid to date.
(b) Working Capital Facility with AJL
Nine months Year
ended
September ended
30,
2019 December 31,
2018
$'000 $'000
------------- --------------
Beginning of the period 23,142 14,938
Fair value of new tranches of loans 14,854 17,947
Repayments - (10,801)
Loan modification 169 -
Interest charged 2,102 1,058
------------- --------------
End of the period 40,267 23,142
------------- --------------
Gross proceeds of new tranches during the period ended September
30, 2019 was $15.3 million (year ended December 31, 2018: $21.9
million) of which $0.4 million (year ended December 31, 2018: $3.9
million) has been credited to capital contribution. Gross
repayments during the period ended September 30, 2019 amounted to
$nil (year ended December 31, 2018: $13.7 million) of which $nil
(year ended December 31, 2018: $2.9 million) has been charged to
capital contribution.
10 Borrowings (continued)
(b) Working Capital Facility with AJL (continued)
In August 2019, principal repayments and associated interest
payments on the loans payable to AJL, which were overdue and would
have fallen due for payment before October 31, 2020, have been
deferred to October 31, 2020.
(c) Related party loans payable to Mapa İn aat ve Ticaret A. . ("Mapa")
Nine months Year
ended
September 30, ended
2019 December 31,
2018
$'000 $'000
---------------- --------------
Beginning of the period 27,668 22,263
Fair value of new loans - 9,916
Repayments (including interest) (448) (6,466)
Loan modification (444) -
Interest charged 1,847 2,439
Unrealised foreign exchange gain (496) (484)
---------------- --------------
End of the period 28,127 27,668
---------------- --------------
Gross proceeds of new loans during the period ended September
30, 2019 was $nil (year ended December 31, 2018: $10.3 million) of
which $nil (year ended December 31, 2018: $0.4 million) has been
credited to capital contribution. Principal repayments during the
period ended September 30, 2019 amounted to $nil (year ended
December 31, 2018: $4.8 million) and interest repayments during the
period ended September 30, 2019 amounted to $0.4 million (year
ended December 31, 2018: $1.7 million).
In August 2019, principal repayments and associated interest on
the equipment finance loans to Mapa, which were overdue and would
have fallen due for payment before October 31, 2020, have been
deferred to October 31, 2020.
11 Lease liabilities
Lease liabilities as at September 30, 2019 relate to drill rigs
and the fuel storage facility at New Liberty. Lease liability is
measured at the present value of the leased payments. Lease
payments are apportioned between the finance charges and reduction
of lease liability using the incremental borrowing rate implicit in
the lease to achieve a constant rate of interest on the remaining
balance of the liability.
September December 31,
30,
2019 2018
$'000 $'000
--------- ------------
Gross finance lease liability
* Within one year 1,099 1,266
* Between two and five years 1,522 2,539
2,621 3,805
Future finance cost (330) (571)
--------- ------------
Present value of lease liability 2,291 3,234
--------- ------------
Current portion 897 975
Non-current portion 1,394 2,259
--------- ------------
12 Equity
(a) Authorised
Unlimited number of common shares without par value.
(b) Issued
Shares $'000
--------------- -------
Balance at January 1, 2018 8,156,075,823 353,653
Effect of 100:1 share consolidation (8,074,515,563) -
Exercise of stock options 15,000 33
--------------- -------
Balance at December 31, 2018 and September 30, 2019 81,575,260 353,686
--------------- -------
12 Equity (continued)
(c) Stock options
Information relating to stock options outstanding at September
30, 2019 is as follows:
Nine months ended Year ended
September 30, December 31,
2019
2018
--------- ----------------- --------- ----------------
Weighted average Weighted
exercise price average
Number of per share Number of exercise price
options options per share
Cdn$ Cdn$
--------- ----------------- --------- ----------------
Beginning of the period 4,209,233 3.94 2,829,428 4.96
Options granted - - 1,681,000 2.68
Options exercised - - (15,000) 2.66
Options expired (20,062) 50.73 (13,362) 70.32
Options forfeited (208,500) 2.77 (272,828) 3.55
Share consolidation
adjustment - - (5) 4.96
--------- ----------------- --------- ----------------
End of the period 3,978,671 3.74 4,209,233 3.94
--------- ----------------- --------- ----------------
13 Non-controlling interest
The composition of the non-controlling interests held by the
Government of Burkina Faso is as follows:
Netiana Mining Burkina Mining
Company Company Total
$'000 $'000 $'000
At January 1, 2018 2,202 1,512 3,714
Share in net income 1,140 1,858 2,998
Dividend distribution (1,673) (1,402) (3,075)
--------------- --------------- --------
At December 31, 2018 1,669 1,968 3,637
Share in net loss 43 49 92
At September 30, 2019 1,712 2,017 3,729
--------------- --------------- --------
14 Related party transactions
(a) Borrowings
The Company's related party loans payable to Mapa, Working
Capital Facility with AJL and loan payable to AJL are disclosed in
Note 10.
(b) Royalty payable to AJL
Pursuant to the share purchase agreement between the Company and
AJL on the acquisition of the Youga Gold Mine in December 2017, the
Company accrued a royalty payable to AJL of $1.7 million for the
nine months ended September 30, 2019 in respect of a net smelter
return on the Youga Gold Mine.
(c) Provision/(purchases) of goods and services
The Company also provided/(purchased) the following services
from related parties:
Three months ended Nine months ended
September September September September
30, 30, 30, 30,
2019 2018 2019 2018
$'000 $'000 $'000 $'000
----------- ----------- ----------- -----------
Technical and support staff
services provided by the
Company to:
MNG Gold Liberia Inc., a
subsidiary of Company's parent
company - 170 304 316
Sale of consumables* by the
Company to: MNG Gold Liberia
Inc., a subsidiary of Company's
parent company 140 1,068 304 1,606
Sale of consumables and catering
services by the Company to:
Faso Drilling Inc., a subsidiary
of Company's parent company - 336 - 336
Drilling services provided
to the Company by:
Zwedru Mining Inc., a subsidiary
of Company's parent company (10) (357) (709) (2,211)
Drilling services provided
to the Company by:
Faso Drilling Company SA.,
a subsidiary of Company's
parent company (423) (1,761) (1,378) (5,608)
Charter plane services provided
to the Company by:
MNG Gold Liberia Inc., a
subsidiary of Company's parent
company (90) (90) (270) (270)
Travel services provided
to the Company by:
MNG Turizm ve Ticaret A.S.,
an entity controlled by the
Company's Chairman - (14) - (20)
----------- ----------- ----------- -----------
* Company's gross billings as agents in the procurement,
shipping and handling of consumables
14 Related party transactions (continued)
Included in trade and other receivables is a receivable from
related parties of $2.9 million as at September 30, 2019 (December
31, 2018: $3.4 million).
Included in trade and other payables is $4.5 million payable to
related parties as at September 30, 2019 (December 31, 2018: $3.3
million).
15 Subsequent events
On October 1, 2019 a pit wall and ramp failure occurred in the
north side of the Kinjor-east pit at New Liberty. There were no
injuries or equipment damage, however, mining activities within the
Kinjor-East pit have been suspended. Mining is continuing at the
Marvoe and Kinjor-South pits at New Liberty.
On October 17, 2019 AJL formally commenced an insider bid to
acquire all of the issued and outstanding shares of the Company,
other than shares owned by AJL, at a price of GBP1.00 per share
(the "Offer"). A take-over circular containing additional
information about the Offer is available at www.sedar.com.
On October 21, 2019 the board of directors of the Company filed
a directors' circular that recommends that minority shareholders of
the Company accept the Offer and deposit their common shares in the
Company to the Offer. A copy of the directors' circular is
available at www.sedar.com and on the Company's website.
On October 21, 2019 the Company entered into a loan agreement in
connection with an additional working capital facility of up to $5
million with AJL ("New Facility") to assist with satisfying the
Company's near term cashflow needs. The Company has drawn a first
tranche of $3.5 million with the second tranche of up to $1.5
million drawable until December 31, 2019, at the mutual agreement
of both parties. This New Facility is unsecured and is subordinated
to the Company's existing facilities. Interest is charged on the
drawn amount at a fixed rate of 3.0 per cent per annum. The
tranches of the New Facility are due to be repaid in full no later
than 12 months following drawdown of the relevant tranche.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
QRTLFFLVLALVLIA
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