TIDMNGL
RNS Number : 3121L
Norseman Gold PLC
03 September 2012
ASX: NGX
AIM: NGL
NORSEMAN GOLD PLC
('Norseman Gold' or 'the Company')
Preliminary Results
Appendix 4E ASX Listing Rule 4.3A
Results for Announcement to the Market
30 June 30 June Change
12 11
$'000 $'000 %
From continuing operations:
Group revenue 45,311 65,934
Group operating (loss) / profit (43,900) (12,893) 31%
(Loss) / profit before taxation (63,193) (27,203)
(Loss) / profit after taxation
for the period (70,052) (21,801)
Note: The loss before tax from continuing operations includes a
charge of $18m relating to impairment of mine properties in
production phase.
Dividends
No Dividends have been declared or paid.
Net Tangible Assets per Security
30 June 2012 30 June
2011
Cents / Share Cents /
Share
Net tangible assets per security 6.7 37.8
1. Details of entities over which control has been gained or
lost during the period.
None
2. Details of individual and total dividends or distributions
and dividend or distribution payments. The details must include the
date on which each dividend or distribution is payable, and (if
known) the amount per security of foreign sourced dividend or
distribution.
Not applicable -- no dividends have been declared or paid
3. Details of any dividend or distribution reinvestment plans in
operation and the last date for the receipt of an election notice
for participation in any dividend or distribution reinvestment
plan.
Not applicable
4. Details of associates and joint venture entities including
the name of the associate or joint venture entity and details of
the reporting entity's percentage holding in each of these entities
and -- where material to an understanding of the report - aggregate
share of profits (losses) of these entities, details of
contributions to net profit for each of these entities, and with
comparative figures for each of these disclosures for the previous
corresponding period.
Not applicable
Audit Status- The Company's financial statements for the year
ended 30 June 2012 are in the process of being audited.
In relation to the preliminary announcement of the results for
the year ended 30 June 2012 ("the announcement"), filed with the
Alternative Investment Market of the London Stock Exchange ("AIM")
and the Australian Securities Exchange ("ASX") on 31 August 2012,
the Directors wish to inform the shareholders as follows:
Under ASX listing regulations, the Directors are required to
file the unaudited preliminary announcement for the year ended 30
June 2012 by 31 August 2012. According to ASX listing regulations
and the AIM Rules of the London Stock Exchange there is no
requirement for the auditors to agree to the announcement prior to
its filing. The Directors of the Company acknowledge that they are
responsible for preparing and issuing the announcement. There is a
risk that the Company may need to revise its financial information
in the light of final audit findings or other developments
occurring between the preliminary announcement being notified to
the exchanges and the formal completion of the audit.
NORSEMAN GOLD PLC
UNAUDITED GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2012
Year ended Year ended
30 June 2012 30 June 2011
AUD$ AUD$
Continuing operations
Group revenue 45,310,996 65,933,643
Cost of sales - direct costs (67,423,897) (63,596,829)
Amortisation (2,853,803) (3,577,223)
Gross (loss) / profit (24,966,704) (1,240,409)
Other operating income 2,719,315 2,531,309
Administrative expenses before depreciation, exploration
expenditure write off and provision for rehabilitation
and charge for share-based expenses (11,844,579) (5,561,760)
Exploration expenditure write off and provision for
rehabilitation (434,986)
(93,189)
Depreciation (8,231,189) (8,053,316)
Share based expenses (1,141,981) (475,612)
Total administrative expenses (21,652,735) (14,183,877)
__________ __________
Group operating (loss) / profit (43,900,124) (12,892,977)
Interest receivable 393,179 695,973
Interest payable (1,543,419) (6,380)
Impairment of goodwill - (15,000,000)
Impairment of mine properties in production phase (18,142,722)
-
__________ __________
(Loss) / profit before taxation (63,193,086) (27,203,384)
Taxation (6,859,683) 5,402,459
__________ __________
(Loss) / profit for the period (70,052,769) (21,800,925)
========== ==========
Total comprehensive income for the period
attributable to equity holders of the Company (70,052,769)
(21,800,925)
========== ==========
(Loss) / profit per share (cents)
Basic (22.1) (10.9)
Diluted (22.1) (10.9)
========== ==========
NORSEMAN GOLD PLC
UNAUDITED GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2012
Foreign
Share Share Currency Equity Retained Total
Capital Premium Reserve Reserve Losses Equity
AUD$ AUD$ AUD$ AUD$ AUD$ AUD$
Year ended 30 June 2012
Balance at 1 July 2011 5,865,432 119,059,696 - 475,612
(42,290,029) 83,110,711
Net loss for 2012 - - - (70,052,769) (70,052,769)
__________ __________ __________ __________ __________ __________
Total comprehensive - - - - (70,052,769) (70,052,769)
income for the period
Share issues 4,764,887 13,192,247 - - - 17,957,134
Share based payments - - 1,415,607 318,601 1,734,208
Convertible loan note
equity element - - - 423,873 - 423,873
__________ __________ __________ __________ __________ __________
Balance at 30 June 2012 10,630,319 132,251,943 - 2,315,092
(112,024,197) 33,173,157
========== ========== ========== ========== ========== ==========
Year ended 30 June 2011
Balance at 1 July 2010 4,905,650 87,292,058 - - (20,489,104)
71,708,604
Net loss for 2011 - - - - (21,800,925) (21,800,925)
__________ __________ __________ __________ __________ __________
Total comprehensive
income for the period - - - - (21,800,925) (21,800,925)
Share issues 959,782 31,767,638 - - - 32,727,420
Share based payments - - - 475,612 - 475,612
__________ __________ __________ __________ __________ __________
Balance at 30 June 2011 5,865,432 119,059,696 - 475,612
(42,290,029)
83,110,711
========== ========== ========== ========== ========== ==========
NORSEMAN GOLD PLC
UNAUDITED GROUP BALANCE SHEET
AS AT 30 JUNE 2012
As at As at
Notes 30 June 2012 30 June 2011
AUD$ AUD$
ASSETS
Non-Current Assets
Property, plant and equipment 24,220,053 29,387,665
Mine properties in production phase 3 49,025,085 50,254,012
Exploration and evaluation expenditure 4 19,203,103
16,422,085
Deferred tax asset - 6,859,683
__________ __________
92,448,241 102,923,445
__________ __________
Current Assets
Trade and other receivables 2,216,497 4,316,518
Inventories 3,687,453 7,068,762
Cash at bank and in hand 6,660,257 10,502,472
__________ __________
12,564,207 21,887,752
__________ __________
Total Assets 105,012,448 124,811,197
__________ __________
LIABILITIES
Current Liabilities
Trade and other payables 20,759,921 17,846,833
Provisions 2,780,992 2,536,288
Interest-bearing loans and borrowings 5 23,369,091 9,501,829
__________ __________
46,910,004 29,884,950
__________ __________
Non-Current Liabilities
Provisions 6,460,176 6,501,637
Interest-bearing loans and borrowings 5 18,469,111 5,313,899
__________ __________
24,929,287 11,815,536
__________ __________
Total Liabilities 71,839,291 41,700,486
__________ __________
Net Assets 33,173,157 83,110,711
========== ==========
EQUITY
Capital and Reserves
Share capital 6 10,630,319 5,865,432
Share premium account 6 132,251,943 119,059,696
Equity reserve 2,315,092 475,612
Retained losses (112,024,197) (42,290,029)
__________ __________
Shareholders' Equity 33,173,157 83,110,711
========== ==========
NORSEMAN GOLD PLC
UNAUDITED GROUP CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2012
Year ended Year ended
30 June 2012 30 June 2011
AUD$ AUD$
Net cash inflow from operating activities (22,313,319)
2,821,828
__________ __________
Investing activities
Funds used in mine properties & production (19,767,598)
(22,065,393)
Funds used in exploration (3,216,004) (7,874,311)
Payments to purchase plant and equipment (2,798,535)
(11,292,098)
Interest received 393,179 695,972
Interest paid (1,543,419) (6,380)
__________ __________
Net cash used in investing activities (26,932,377)
(40,542,209)
__________ __________
Financing activities
Cash proceeds from issue of shares 18,698,340 34,560,911
Hire purchase financing (5,067,540) (1,641,987)
Share issue costs (741,206) (1,833,491)
Debt financing 11,496,263 3,500,000
Related party debt financing 3,226,232 -
Convertible loan note financing 17,791,392 -
__________ __________
Net cash from financing activities 45,403,481 34,585,433
__________ __________
Decrease in cash and cash equivalents (3,842,215)
(3,134,948)
Cash and cash equivalents at beginning of year 10,502,472
13,637,420
__________ __________
Cash and cash equivalents at end of year 6,660,257
10,502,472
========== ==========
NORSEMAN GOLD PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
1.1 Accounting policies
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated below.
1.2 Basis of preparation
The financial statements are prepared on a going concern basis,
under the historical cost convention and in accordance with
International Financial Reporting Standards, as adopted by the
European Union ("IFRS"), including IFRS6 'Exploration for and
Evaluation of Mineral Resources' and in accordance with the
Companies Act 2006. The Parent Company's financial statements have
also been prepared in accordance with IFRS and the Companies Act
2006.
1.3 Going Concern
The Group incurred an operating loss of AUD$43,900,124 and a net
loss of AUD$70,052,769 (including a substantial provision for asset
impairment) for the year, which follows an operating loss of
AUD$12,892,977 and net loss of AUD$21,800,925 for the full
financial year ended 30 June 2011. The operating loss in the
current year has been as a result of lower than anticipated gold
production from all operations at the Company's Norseman Project
and a restructure of the operations including the appointment of a
project management company to take over management of the Project
on the Group's behalf. Importantly the Group retains ownership to
all assets.
The Group's operations continued to invest heavily with major
investments in mine development, exploration, plant and equipment
and related infrastructure, particularly the North Royal open pit.
This ongoing investment in the Norseman Project's future resulted
in a total net cash invested in capital assets of AUD$25,782,137,
which was funded from capital raisings, debt and convertible loan
note finance drawdowns.
The Group is dependent on cash flow generated from its mining
operations to fund its ongoing activities. During the year, capital
raisings via share placements were undertaken, plus funds were
raised from two Convertible Loan Note facilities and related party
loans. The Group also fully drew down the finance facility provided
to wholly owned subsidiary Central Norseman Gold Corporation
Limited by EXP T1 Ltd in July 2011. The funds from EXP T1 Ltd were
used to provide the capital required to enable the continued
development of the North Royal Open Pit.
Despite recent and continued investment, gold production from
the Project has continued to fall well short of expectations, to
the extent that the OK Decline was placed on care & maintenance
in December 2011, Bullen was placed on care & maintenance in
February 2012. Subsequent to the period end, the Harlequin mine has
also been placed on care & maintenance. These actions have had
a significant impact on the operating performance and also the
Group has also incurred restructure costs as part of a strategic
review of the Project overall.
The Directors have reviewed the Group's performance and its
ability to continue as a going concern. The restructure work
continues and at this stage, the Directors are still developing
accurate, short to medium term production forecasts which would
enable an assessment of likely cash flows to be generated from the
reduced operations although the North Royal Open Pit, which has
been in development since December 2010, has not proceeded in line
with expectations.
The Reserve position of all four mines has not altered
materially, and the Directors believe that a profitable mine plan
can be developed which will take the Company forward and restore it
to profitability and positive cashflow. There is however, some risk
that a suitable mine plan may not be developed.
The Directors acknowledge this risk and the Group is working on
a strategic review of the operations may require additional working
capital and the project must continue to generate sufficient funds
from production from its operations to enable the Group to continue
to trade for the foreseeable future while these plans are developed
and implemented.
On this basis, the accounts have been prepared on a going
concern basis. Should the Company not achieve the matters set out
above, there is uncertainty whether the Company will continue as a
going concern and therefore whether it will realise its assets and
extinguish its liabilities in the normal course of business and at
the amounts stated in the financial report.
The financial report does not contain any adjustments relating
to the recoverability and classification of recorded assets or to
the amounts, or classification of, recorded assets or liabilities
that might be necessary should the Company not be able to continue
as a going concern.
2. (Loss) / profit per share
The basic (loss) / profit per ordinary share has been calculated
using the loss for the financial year of AUD$70,052,769 (2011:
AUD$21,800,925) and the weighted average number of ordinary shares
in issue of 316,893,017 (2011: 199,199,851).
3. Mine properties in production phase
Year ended Year ended
30 June 2012 30 June 2011
AUD$ AUD$
At 1 July 50,254,012 27,631,850
Mining expenditure incurred during
the year 19,767,598 22,065,392
Transferred from Exploration & evaluation - 4,133,992
Amortisation during the year (2,853,803) (3,577,222)
Impairment charge (18,142,722) -
___________ ___________
As at 30 June 49,025,085 50,254,012
=========== ===========
Expenditure on developing mine properties in production
represents costs incurred in relation to development of operating
mines at the Group's operations at Norseman. The Directors review
this carrying value periodically to ensure the carrying value will
be recovered by ongoing mining activities. During the year, two
mines were placed on care and maintenance and one mine subsequent
to the end of the financial period. The Directors have assessed the
carrying values of the capitalised mine development costs against
these operations and impaired the value of those assets. Should a
decision be made in the future to reopen any of these operations a
further assessment of these values will be made.
4. Exploration & evaluation expenditure
Year ended Year ended
30 June 2012 30 June 2011
AUD$ AUD$
Costs carried forward in respect
of areas of interest in:
Exploration and evaluation phases:
At 1 July 16,422,085 12,704,347
Exploration expenditure incurred
during the year 3,216,004 7,874,311
Transferred to Mine Properties - (4,133,992)
Exploration expenditure written off (434,986) (22,581)
____________ ____________
As at 30 June 19,203,103 16,422,085
============ ============
The amounts for exploration and evaluation ("E & E") assets
represent costs incurred in relation to the Group's operations at
Norseman. These amounts will be written off to the income statement
as exploration expenses unless commercial reserves are established
or the determination process is not completed and there are no
indicators of impairment. The outcome of ongoing exploration and
evaluation, and therefore whether the carrying value of E & E
assets will ultimately be recovered, is inherently uncertain.
5. Interest-bearing loans and borrowings
Year ended Year ended
30 June 2012 30 June 2011
AUD$ AUD$
Current:
Obligations under finance
lease (a) 5,146,596 6,001,829
Finance facility 14,996,263 3,500,000
Related Party Loans 3,226,232 -
Total Current 23,369,091 9,501,829
============ ==========
Non-current:
Obligations under finance
lease (a) 1,101,592 5,313,899
Convertible Loan Note 17,367,519 -
18,469,111 5,313,899
============ ==========
The Finance Facility is a secured facility provided to Central
Norseman Gold Corporation Limited by EXP T1 Ltd.
Terms of the Finance Facility
Key conditions of this secured facility are as follows:
-- Facility limit - AUD$15,000,000
-- Repayment - repayable in full by 1 July 2013.
-- Interest - calculated at 600 basis points above the daily
mean of the 3 month LIBOR quoted for the month of calculation,
-- Security - secured against the assets and undertakings of
Central Norseman Gold Corporation Limited, as well as by a Deed of
Guarantee from the Company.
Terms of the Convertible Notes
(a) Introduction
There are 2 types of Convertible Loan Notes:
-- GBP5,087,000 10% Secured Convertible Loan Notes convertible
at GBP0.06 (6 pence) for every GBP1 of nominal value- convertible
up until 25/10/2013 (2013 Notes). The security provided is a second
ranking mortgage over all of the mining leases and exploration
licences and a second ranking general security agreement over all
of the assets of Central Norseman Gold Corporation Limited; and
-- AUD$10,000,000 10% Secured Convertible Loan Notes convertible
at GBP0.06 (6 pence) for every GBP1 of nominal value- convertible
up until 10/2/2015 (2015 Notes). The security provided is a first
ranking mortgage over the exploration licences, second ranking
mortgage over all of the mining leases and a second ranking general
security agreement over all of the assets of Central Norseman Gold
Corporation Limited.
The 2013 Notes were issued pursuant to a Convertible Loan Note
Instrument dated 25 October 2011 and the 2015 Notes were issued
pursuant to a Convertible Loan Note Instrument dated 14 February
2012.
(b) Conversion period
Each Convertible Loan Note may be converted at any time into
Ordinary Shares within the conversion period (on conversion, the
newly converted ordinary shares will rank pari passu with the
Ordinary Shares in issue at the date of conversion). In respect of
each Convertible Loan Note, the conversion period commences on the
date of issue of the Convertible Loan Note and expires on the last
day of the term of the Convertible Loan Note.
The Company is discharged from its liabilities under the
Convertible Loan Note Instrument in respect of a Convertible Loan
Note when the Convertible Loan Note is either redeemed or is
converted in accordance with its conditions of issue (see
below).
(c) Value, conversion price and redemption
Each Convertible Loan Note bears interest at a rate of 10% and
is convertible at a price of GBP0.06 (6 pence) for every GBP1 of
nominal value.
Any right of conversion may only be exercised in multiples of
Convertible Loan Notes (the "Conversion Amount"). The number of
Ordinary Shares resulting from the conversion of a Convertible Loan
Note shall be calculated by dividing the Conversion Amount by the
conversion price (as detailed above).
The Convertible Loan Notes shall be redeemed in full on the
maturity date in cash or may be redeemed by the Company in cash at
any time provided that the ordinary shares have traded at a volume
weighted average price on AIM in excess of GBP0.12 (12 pence) for a
period of 10 business days immediately preceding the date which the
redemption notice is given.
6. Share capital
Year ended Year ended
30 June 2012 30 June 2011
GBP GBP
Allotted, called up and fully paid
Ordinary shares of 1.25p each 6,152,528 2,749,278
========== ==========
AUD$ AUD$
Allotted, called up and fully paid
Ordinary shares of 1.25p each 10,630,319 5,865,432
========== ==========
Issued Share Issued Share premium
Movement in issued and and fully premium and fully reserve
fully paid capital and paid capital reserve paid capital AUD$
share premium reserve Number GBP GBP AUD$
Total as at 1 July 2011 219,942,222 2,749,278 58,411,652 5,865,432 119,059,696
Issued on 9 December 2011 138,260,000 1,728,250 5,184,750 2,664,585 7,432,550
Issued on 14 March 2012 50,000,001 625,000 1,397,300 625,000 2,195,000
Issued on 30 April 2012 20,000,000 250,000 520,400 250,000 950,000
Issued on 27 June 2012 64,000,000 800,000 1,707,136 1,225,302 2,614,697
Total as at 30 June 2012 492,202,223 6,152,528 67,221,238 10,630,319 132,251,943
============== ============== ============= ============== ==============
Shares issued in the period to 30 June 2012
On 9 December 2011, the number of Ordinary shares issued and
fully paid was increased from 219,942,222 Ordinary shares of
GBP0.0125 each to 358,202,222 Ordinary shares of GBP0.0125. This
related to the issue of 138,260,000 shares at an issue price of 6p
per share.
On 14 March 2012, the number of Ordinary shares issued and fully
paid was increased from 358,202,222 Ordinary shares of GBP0.0125
each to 408,202,223 Ordinary shares of GBP0.0125. This related to
the issue of 50,000,001 shares at an issue price of 6 cents per
share.
On 30 April 2012, the number of Ordinary shares issued and fully
paid was increased from 408,222,223 Ordinary shares of GBP0.0125
each to 428,202,223 Ordinary shares of GBP0.0125. This related to
the issue of 20,000,000 shares at an issue price of 6 cents per
share.
On 27 June 2012, the number of Ordinary shares issued and fully
paid was increased from 428,222,223 Ordinary shares of GBP0.0125
each to 492,202,223 Ordinary shares of GBP0.0125. This related to
the issue of 64,000,000 shares at an issue price of 6 cents per
share.
The Ordinary shares rank pari passu in all respects including
the right to receive all dividends and other distributions
declared, made or paid.
7. Share-based expenses
Year ended Year ended
30 June 2012 30 June 2011
AUD$ AUD$
The Group and Company recognised the following charge in
the income statement in respect of its share based expense
plans:
Share option and warrant charge 1,141,981 475,612
========== ==========
Share options and warrants
The details of share options and warrants outstanding at 30 June
2012 are as follows:
Number of
Share options
At 1 July 2011 9,550,000
Options expired and lapsed or cancelled in the year
(3,500,000)
Options and warrants issued during the year 269,616,660
__________
At 30 June 2012 275,666,660
==========
Share option and warrant charge
Valuation methodology:
The option and warrant values are calculated with reference to
the Black-Scholes option pricing model taking into account the
following assumptions:
Employee Director Incentive April Financier April June CLN Warrants
Options Options Options 2012 Warrants 2012 2012
Warrants Tulla Tulla
Warrants Warrants
------------- --------- --------- ---------- ---------- ---------- ---------- ---------- -------------
Share $0.92 GBP0.051 GBP0.05 GBP0.038 GBP0.046 GBP0.038 GBP0.026 GBP0.046
Price
------------- --------- --------- ---------- ---------- ---------- ---------- ---------- -------------
Exercise $1.04 GBP0.12 GBP0.12 GBP0.12 GBP0.12 GBP0.12 GBP0.12 GBP0.12
price
------------- --------- --------- ---------- ---------- ---------- ---------- ---------- -------------
Expected
volatility 39.6% 21.4% 52.0% 41.4% 50.6% 41.4% 67.9% 49.1%
------------- --------- --------- ---------- ---------- ---------- ---------- ---------- -------------
Option 5 years 5 years 5 years 18 months 2 years 3 years 3 years 2 years
life
------------- --------- --------- ---------- ---------- ---------- ---------- ---------- -------------
Expected Nil Nil Nil Nil Nil Nil Nil Nil
dividends
------------- --------- --------- ---------- ---------- ---------- ---------- ---------- -------------
Risk
free
rate 4.75% 4.25% 4.00% 4.00% 4.25% 4.00% 4.00% 4.25%
------------- --------- --------- ---------- ---------- ---------- ---------- ---------- -------------
The volatility percentage used is the actual volatility in the
Company's share price as quoted on the ASX for the period
immediately prior to the issue date of the options and
warrants.
Options and warrants issued:
6,800,000 share options exercisable at $1.04 were granted to
various employees under an Unapproved Employee Share Option Plan
approved by the Board on 28 March 2007 and amended pursuant to a
resolution of the Board approved on 15 August 2007 and further
amended pursuant to a resolution of the Board dated 24 March 2009.
Subsequent to their issue, 4,750,000 options have lapsed by virtue
of the awardees terminating their employment with the group,
leaving 2,050,000 of these options on issue. The options were
issued on 24 January 2011, have a 24 month vesting period from date
of issue and expire on 24 January 2016. ("Employee options")
2,500,000 share options exercisable at $1.04 were granted under
an Unapproved Employee Share Option Plan approved by the Board on
28 March 2007 and amended pursuant to a resolution of the Board
approved on 15 August 2007 and further amended pursuant to a
resolution of the Board dated 24 March 2009. These options were
issued on 28 April 2011 and have a 24 month vesting period, and an
expiry date of 28 April 2016. These options were relinquished and
reissued on 9 December 2011 with an exercise price of GBP0.12 with
a 24 month vesting period and an expiry date of 9 December 2016
("Director options").
1,500,000 share options exercisable at $0.41 were granted to a
long term contractor of the Company's subsidiary Central Norseman
Gold Corporation Ltd, approved by the Board on 28 April 2011. The
options were issued on 6 May 2011, have a 24 month vesting period
and an expiry date of 6 May 2016. These options were relinquished
and reissued on 24 January 2012 with an exercise price of GBP0.12
with a 24 month vesting period and an expiry date of 24 January
2017 ("Incentive options").
38,000,000 warrants to acquire ordinary shares exercisable at
GBP0.12 were issued to various parties including related parties
and EXP T1 Ltd, as approved by shareholders in general meeting held
on 30 March 2012. The warrants were issued on 27 April 2012 and
have an expiry date of 27 April 2013 ("April 2012 warrants").
3,000,000 warrants to acquire ordinary shares were issued to EXP
T1 Ltd (part of the Red Kite group) on 1 July 2011 as part of a
finance package provided by the Red Kite group to the Group. The
options were first issued on 1 July 2011 with an exercise price
$0.30 and an expiry date of 1 July 2013. These warrants were
relinquished and reissued on 15 December 2011 with an exercise
price of GBP0.12 and an expiry date of 4 November 2013. ("Financier
warrants").
84,783,327 warrants to acquire ordinary shares exercisable at
GBP0.12 were issued to various holders of Convertible Loan Notes.
The warrants were issued on 15 December 2011 and have an expiry
date of 15 December 2013 ("CLN warrants").
111,833,333 warrants to acquire ordinary shares exercisable at
GBP0.12 were issued to various parties including the Tulla group
and a director of the Company, as approved by shareholders in
general meeting held on 30 March 2012. The warrants were issued on
27 April 2012 and have an expiry date of 27 April 2015 ("April 2012
Tulla warrants").
32,000,000 warrants to acquire ordinary shares exercisable at
GBP0.12 were issued to Tulla group companies as approved by
shareholders in general meeting held on 8 June 2012. The warrants
were issued on 22 June 2012 and have an expiry date of 22 June 2015
("June 2012 Tulla warrants").
8. Subsequent events
Subsequent to the period end, the Group:
-- placed the Harlequin mine on care and maintenance.
-- Completed a placement to raise approximately AUD$25 million
through the issue of 625 million new shares to institutional
investors at an issue price of 4 cents (2.65 pence) each
("Placement"). The Placement has been processed in a number of
tranches. The first tranche of approximately AUD$3m, involving
approximately 74 million new shares, was not conditional upon
shareholder approval, with new shares commencing trading on 26 July
2012. The second tranche of approximately AUD$9.75 million,
involving approximately 243.7 million new shares, was approved by
shareholders at a general meeting on 23 August 2012 and settlement
occurred on 28 August 2012.
-- The balance of the Placement of 307.3 million new shares,
which was approved by shareholders on 23 August 2012, includes the
conversion of loans advanced for working capital and settlement of
a creditor of related parties and 100m shares, subject to FIRB
approval and relevant government approvals, to Zhaojin Mining
Industry Co., Ltd via its wholly owned investment vehicle Gold Vein
International Investment Co.
The total number of shares on issue following completion of the
Placement is 1,117,202,223.
9. Dividend
The Directors do not propose the payment of a dividend.
10. Preliminary announcement
This preliminary announcement for the year ended 30 June 2012 is
unaudited and does not constitute statutory accounts as defined in
section 434 of the Companies Act 2006.
It has been prepared using accounting bases and policies
consistent with those used in the preparation of the financial
statements of the Company and the Group for the year ended 30 June
2011 and those to be used for the year ending 30 June 2012.
The financial statements for the year ended 30 June 2011 have
been delivered to the Registrar of Companies and the auditor's
report on those financial statements was unqualified and did not
contain a statement made under Section 498(2) or Section 498(3) of
the Companies Act 2006.
* * ENDS * *
For further information visit www.norsemangoldplc.com, email
investors@ngold.com.au or contact:
David Steinepreis Norseman Gold Plc. Tel: +44 (0) 7913402727
William Vandyk Northland Capital Partners Ltd Tel: 020 7796
8800
Guy Wilkes Ocean Equities Ltd Tel: 020 7786 4370
Susie Geliher / Hugo de Salis St Brides Media & Finance Ltd
Tel: 020 7236 1177
This information is provided by RNS
The company news service from the London Stock Exchange
END
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