TIDMVGM

RNS Number : 9034F

Vatukoula Gold Mines PLC

30 May 2013

30 May 2013

Vatukoula Gold Mines plc

("Vatukoula" or "the Company")

Interim Results to 28 February 2013

Vatukoula Gold Mines plc, the AIM listed (AIM: VGM) gold producer focused on Fiji, is pleased to announce its Interim Results for the half-year ended 28 February 2013.

   --      Capital development investment opened up access to high grade Cayzer-Prince ore body 

-- Phillip shaft produced 6.9 grams / tonne compared to the previous six months which yielded 5.3 grams / tonne

Financial Highlights:

 
                                                Half Year ended     Half Year ended 
                                               28 February 2013    29 February 2012 
-------------------------------------------  ------------------  ------------------ 
 Revenue (GBP'000)                                       20,822              30,383 
 EBITDA (GBP'000)                                           981               4,533 
 Cash generated from operating activities 
  (GBP'000)                                                 343               4,375 
 Underlying operating (loss) / profit 
  (GBP'000)                                             (2,274)               1,201 
 Cash cost per ounce sold                                 1,635               1,426 
 Average realised gold price (US$ / ounce)                1,681               1,676 
 Basic (loss) / earnings per share (pence)               (2.26)                1.57 
 Capital investment (GBP'000)                             7,304               6,865 
-------------------------------------------  ------------------  ------------------ 
 

Operational Highlights:

 
                                              Half Year ended     Half Year ended 
                                             28 February 2013    29 February 2012 
-----------------------------------------  ------------------  ------------------ 
 Total underground tonnes mined (ore and 
  waste)                                              206,501             242,769 
 Strike drive development (metres)                        882               2,632 
 Capital development (metres)                           2,391               1,978 
 Ore processed (tonnes)                               216,860             243,284 
 Average ore head grade (grams / tonne)                  3.80                4.77 
 Total recovery (%)                                    73.24%              80.00% 
 Gold produced (ounces)                                19,411              29,999 
 Gold shipped (ounces)                                 19,595              28,456 
-----------------------------------------  ------------------  ------------------ 
 

David Paxton, CEO of Vatukoula, commented:

"Our major focus for this period under review was to advance the long term financing for the project. As the Company seeks the development of new sections of existing ore bodies, it continues to invest in capital development to open up access to higher grade ore bodies. I am happy to say that the recent results at the Phillip shaft are proof that our approach is heading in the right direction.

As well, last year, a detailed review of our operations was undertaken to identify a capital investment program. I am very pleased with the external review, completed by independent engineers, which provided a confirmation of our plans. Accessing new sections of existing ore bodies is a key part of the capital investment program, further supporting our current plans and activities.

However, the lack of funding has resulted in our development projects being either put on hold or severely reduced. With the continued support of our strategic partners Zhongrun and now DRK Energy we have been able to fund the working capital requirement at the mine. We are actively working with DRK Energy to secure the long term financing requirements of the mine."

 
 Enquiries: 
 Vatukoula Gold Mines plc                       Daniel Stewart 
                                                                         +44 (0)20 7776 
 David Paxton            + 44 (0)20 7440 0643   Colin Rowbury             6550 
 Kiran Morzaria 
 W.H. Ireland Limited                           Pelham, Bell Pottinger 
                                                                         + 44 (0)20 7861 
 James Joyce             + 44 (0)20 7220 1666   Charles Vivian            3232 
 James Bavister                                 Daniel Thöle 
 

Review of Operations

As highlighted as the beginning of this financial year the main objectives for this period were to continue with our development schedules to allow access to high grade mining sections. In the first three months of this period we continued to invest heavily in capital development which opened up access to the high grade Cayzer-Prince ore body. This is reflected in an increase in grade coming from the Phillip shaft of 6.9 grams / tonne compared to the previous six months which yielded 5.3 grams / tonne.

Significant milestones have been achieved in our development program, with both development at the Philip shaft on 20 level ("L") providing access to the Cayzer-Prince and Prince William ore bodies and development in the Smith shaft on several levels providing access to the Matanagata East ore body.

Capital constraints in the last three months have resulted in an approximate 50% reduction in expenditure on capital development. While we conclude the funding required for the expansion of operations we will continue to limit capital expenditure which will have the knock on effect to constraining production to current rates.

Capital Development Progress

A detailed review of operations was undertaken last year and identified a capital investment program to bring the mine to its sustainable production target. The program identified four priority mining areas that required additional underground development and access: Cayzer Prince, Prince William, and two areas of the Matanagata ore bodies. In addition to the review underground drilling has indicated that the 1500 Split ore body which is located in the hanging wall of the Prince William ore body at Philip Shaft has good mining potential below the current areas being mined.

Capital Development in the Philip Shaft area (Cayzer Prince, Prince William and 1500 Split Ore bodies) has centred on the development of two declines. The first decline has now been completed down to 20L and has broken into the Philip Shaft on 20L. The previous lowest mining horizon at Philip Shaft was 18L. The shaft below the 18L is full of spillage and the holing of the decline into the shaft on 20L is now allowing the shaft to be cleaned out. Once this is completed the shaft will be re equipped down to 20L allowing for easier personnel access to 20L and re equipping of the 18L shaft ore passes for hoisting of ore and waste.

This decline also provides access to the Prince William and 1500 Split ore bodies as well as access to the Western extremity of the Cayzer Prince ore body. Level development has already commenced on these access drives and development at the end of February was within 100m of commencing ore development on the Prince William ore body on 19L with the 1500 Split ore body being accessed only another 40m further on from that point

The second decline allows central access to the Cayzer Prince ore body below the existing 18L. This decline has already turned out onto ore and limited stoping has commenced. This decline will continue with main footwall drive development and further ore access being only about 150m away

Further drilling results have allowed for development plans to also be drawn up for additional access to the Prince William ore body (and identified high grade footwall structures) on 18L, 17L, 16L and 14L and the Prince William and 1500 split ore bodies to the north of the shaft on 16L, 15L and 13L

Capital development at Smith Shaft on the Matanagata ore body has progressed well with the incline and associated footwall drives having already opened up blocks for mining on the 15L.

All the above declines and inclines at Smith and Philip will continue in order to access additional ore areas both deeper in the mine (Philip) and up dip (Smith)

Dewatering of the Smith Shaft lower levels (which have been flooded for many years) has continued. Dewatering commenced at the 19 L and is now dewatered to the 21L. The lowest areas of the Smith Shaft are on 23L

Underground Production and Development

Gold production from underground mining was limited during the undertaking and implementation of the capital investment program. We continue to gradually implement footwall drive development (below the ore body) as we believe that this approach will deliver great benefits and allows for a reduced mining machinery fleet and increased extraction ratio in the longer term (now already starting to be realised at Smith Shaft). In the short-term however, it will slow initial access to the ore and not produce any gold from development. However we remain convinced that this program is required for the long term sustainability at Vatukoula.

 
 Operating Results                                Half Year            Half Year   % Variance 
                                          ended 28 February    ended 29 February 
                                                       2013                 2012 
--------------------------------------  -------------------  -------------------  ----------- 
 Underground Mining 
 Total underground tonnes mined 
  (ore and waste)                                   206,501              242,769        (15%) 
 Operating development (metres)                       6,779                8,628        (21%) 
 Strike drive development (metres)                      882                2,632        (66%) 
 Capital development (metres)                         2,391                1,978          21% 
 Total development (metres)                          10,052               13,238        (24%) 
 Sulphide Plant 
 Sulphide ore delivered (tonnes)                    126,063              165,339        (24%) 
 Sulphide head grade (grams / tonne)                   4.86                 5.68        (14%) 
 Oxide Plant 
 Ore delivered (tonnes)                              91,547               78,994          16% 
 Oxide head grade (grams / tonne)                      2.32                 1.74          33% 
 Total (Sulphide + Oxide) 
 Ore processed (tonnes)                             216,860              243,284        (11%) 
 Average ore head grade (grams / 
  tonne)                                                3.8                 4.77        (20%) 
 Total recovery (%)                                  73.24%               80.00%         (8%) 
 Gold produced (ounces)                              19,411               29,999        (35%) 
 Gold shipped (ounces)                               19,595               28,456        (31%) 
--------------------------------------  -------------------  -------------------  ----------- 
 
 Cash Costs 
--------------------------------------  -------------------  -------------------  ----------- 
 Cash cost per ounce sold (US$)                       1,635                1,426          15% 
 Cash cost per tonne mined and milled 
  (US$ / tonne)                                         148                  167        (11%) 
 Average realised gold price (US$ 
  / ounce)                                            1,681                1,676         0.3% 
--------------------------------------  -------------------  -------------------  ----------- 
 

During the first half of the year we mined a total of 206,501 tonnes of ore and waste, a 15% decline on 242,769 tonnes mined in the same period last year. The decline was driven by reduced production from stoping areas while we were developing new areas

Ore delivered from underground was 126,063 tonnes at a grade of 4.86 grams gold per tonne. This was lower than the previous half years 165,339 tonnes at a grade of 5.68 grams per tonne, a decline of 24% in tonnage and a 14.5% in the grade. The lower tonnage was a reflection of lower strike drive development, reduced stoping tonnes due to reduced face availability while developing to new areas and improved stope mining widths.

The year on year variance in grade is a result of lower grade being delivered from the Smith shaft. The lower grade from this shaft is a result of local structural controls on an area of the Matanagata deposit.

Total development decreased to 10,052 metres, a 24% reduction compared to the same period last year. The variances in each development type are detailed below.

-- Operating development includes all mining to access stopes within an ore body (e.g. rises, cross-cuts and gullies). This type of development is expensed as it is normally within the ore body and once the mining has ceased the development has no further use. Operating development decreased by 21% to 6,779 metres compared to the same period last year. This reduction is a result of increased resources being assigned to the capital development programme. Once new development has exposed new mining areas, we expect an increase in operating development.

-- Strike drive development is a unique category. Strike drives are long-term (more than one year) horizontal access drives along the strike of the ore body and provide access to the operating development and stope mining. As these contain the mineralisation within the drives, they are fully expensed. Strike drives are dilutive and while we continue the current development programme they will lower the overall sulphide head grade. The goal of the development programme is to provide access to sufficient ore bodies to allow the mine to produce at our planned rate. We were expecting completion of this phase of development by end of 2013, however our schedule has been delayed as a result of capital constraints. We anticipate restarting the development program as a major part of the capital investment program with the strike drive development becoming a minor part of overall mining at Vatukoula and therefore having only a minor impact on overall sulphide head grades. Strike drive development decreased dramatically this half year to 882 metres (2,632 metres: HY 2012) as a result of our reduction in non-essential development along with our cash preservation programme.

-- Capital development metres are primarily comprised of inclines, declines and footwall drives. This type of development is carried out in waste and provides long term access to the ore bodies, and is capitalised. Capital development increased by 21% to 2,391 metres compared to the same period last year. This is the result of incline and decline access development (inclusive of the 18 level Philip Shaft decline development). Capital Development is a major item of our new regime in underground mining at Vatukoula. These capital development projects are being carried out by three mechanised development machines ("Jumbos").

Surface Production

During the six months, production from the surface oxides delivered 91,547 tonnes at an average grade of almost 2.32 grams per tonne. A number of areas of surface material from historic waste dumps at the mine have been uncovered by mine staff. The surface oxide material is a supplemental source of gold production and will be phased out once we have sufficient production from underground sources.

Vatukoula Treatment Plant ("VTP")

Ore processed for the half year was 216,860 tonnes, an 11% decrease compared to the half year ending 29 February 2012 (243,284 tonnes). The decrease was driven by the decreased underground mining activities, which decreased ore delivered to the mill by 24% from 165,339 tonnes in the half year ending February 2012 to 126,063 tonnes in the half year ending February 2013. This decrease was off-set by a 16% increase in surface ore delivered to the mill, from 78,994 tonnes in the half year ending February 2012 to 91,547 tonnes in the half year ending February 2013.

The average grade processed decreased from 4.77 grams of gold per tonne in the half year ending February 2012, to 3.8 grams of gold per tonne in the half year ending February 2013. This was driven by lower grades delivered from underground mining operations and an increase in lower grade surface tonnes delivered to the mill.. Recoveries ran at 73% for the period compared to 80% in the same period last year. Recoveries continue to be affected by the sulphide waste material mined from the surface. In the long-run the surface mining will be phased out and we expect that our recoveries to return to between 81% and 85% dependent on the grade delivered to the mill.

The mine shipped and sold 19,595 ounces of gold during for the six months ended 28 February 2013 compared to 28,456 ounces in the same period last year.

Capital Projects

As part of Vatukoula's strategy to expand, sustain and optimise the mining operations in Fiji we have identified several projects that exceed the sustaining capital investment normally required at a mine of this nature. These projects form the majority of capital investment program. Some projects were started in anticipation of a debt financing, including essential; long term development. However In December we severely curtailed the capital program to reduce expenditure to 'necessary expenditure' only whilst awaiting the necessary finance. This included the suspension of all surface resource development drilling, and the underground development of some areas of the mine. Although this has constrained production, the mine personnel have managed to maintain operations until we can secure the capital. The major capital projects that are either under progress as essential items, or on hold pending finance, and their progress and anticipated completion dates, are outlined below.

 
 Capital Projects       Operational Drivers                  Measures /          Progress              Planned 
                                                              Target                                    Completion 
                                                                                                        Quarter 
                                                                                                        (Fiscal 
                                                                                                        Year) 
 
 18 Level Philip        The planned decline is between       Development         Holed into            This project 
  Decline Development    the 18 level and 21 levels           to shaft bottom     20 level              is currently 
                         of the Philip Shaft. This            at 21 level         Station in            is on hold 
                         decline will provide access                              Philip Shaft.         until debt 
                         to the bottom of the current                                                   funding 
                         Philip Shaft, allowing for                                                     is secured 
                         removal of spillage and 
                         re-equipping of the lower 
                         level loading pocket. The 
                         decline will also provide 
                         access to the lower levels 
                         of the higher grade Prince 
                         William and Cayzer Prince 
                         ore bodies 
 
 Below 18 Level         Development of declines              Access Prince       Decline holed         On going 
  Philip Development     below 18L, access Crosscuts          William, Cayzer     into shaft 
                         and footwall drives to access        Prince and          on 20L and 
                         both Prince William and              1500 Split          access development 
                         Cayzer Prince ore bodies             ore bodies          therefrom 
                                                              below 18L           is now on 
                                                                                  footwall 
                                                                                  drive 100m 
                                                                                  from ore 
                                                                                  Cayzer Prince 
                                                                                  decline gained 
                                                                                  access for 
                                                                                  stoping. 
 Increased              Further define the Mineral           Metres Drilled      This project          This project 
  Mineral Resource       Resource inventory and convert                           is currently          is currently 
  Drilling               these to Proven and Probable         Full Year:          suspended             suspended 
                         Mineral Reserves to replace          15,000 metres       until debt            until debt 
                         the ounces mined. Better                                 funding is            funding 
                         define the life of mine              Mineral Reserve     secured               is secured 
                         plan.                                Increase 
 
 Capital Development    Develop Matanagata incline           Access to           Access to             This project 
  Programme              and footwall drives, Matanagata      15L Matanagata      15L Matanagata        is currently 
                         East footwall Drives, TTN            stopes,             stopes completed,     is on hold 
                         decline, 166N 16L footwall           Access below        18L TTN decline       until debt 
                         drives and 166N HW2.                 current 18L         and 166N              funding 
                                                              TTN, Access         footwalls             is secured 
                                                              to 16L 166N         put on hold 
                                                              stopes              in November 
                                                                                  2012 
 
 Improved Haulage       With the gradual introduction        Secure additional   Truck chutes          This project 
  Fleet                  of footwall drives and the           8 trucks.           operational           is currently 
                         associated benefits of higher        Convert 6           in Matanagata         is on hold 
                         extraction of the ore body,          loaders to          and lower             until debt 
                         management have identified           alternate           166N ore              funding 
                         that a change in the structure       uses                bodies Additional     is secured 
                         of the mining fleet will                                 trucks mobilised 
                         be required. Increased ore                               to site (rebuilds 
                         and waste movement will                                  in progress 
                         require additional trucking                              - 2 out of 
                         capacity. However reduced                                4 operational) 
                         loader capacity will be                                  Additional 
                         required through the use                                 4 trucks 
                         of truck chutes to load                                  to be sourced. 
                         ore from stopes. A number                                2 loaders 
                         of the small 151 loaders                                 converted 
                         will be stood down or re-equipped                        to grader 
                         for other uses such as materials                         and materials 
                         supply. On-going sustaining                              handling 
                         capital will then be required                            machines. 
                         for change out of older/high 
                         maintenance cost machines 
                         as required. 
 
 Sautu Ventilation      As part of the expansion             % completed                               This project 
  Shaft improvement      of operations, the mine                                                        is currently 
                         will need to improve ventilation                                               is on hold 
                         to working faces, this is                                                      until debt 
                         to be achieved, in part,                                                       funding 
                         by reversing the air circulation                                               is secured 
                         in the Sautu Ventilation 
                         Shaft from a down cast shaft 
                         to a up cast shaft. This 
                         is achieved by the purchase 
                         and installation of large 
                         industrial fans. 
 
 New Tailings           The current tailings dams            % completed         Environmental         This project 
  Dam Construction       are estimated to reach full                              plans submitted.      is currently 
                         capacity by Q3 2014. To                                  Construction          is on hold 
                         date we have identified                                  to commence           until debt 
                         the site and carried out                                 on receipt            funding 
                         the large majority of the                                of funds              is secured 
                         required technical works 
                         for the new tailings dam. 
---------------------  -----------------------------------  ------------------  --------------------  -------------- 
 

Financial Review

During the period the Company benefited from reduction in cost of sales however the lower gold production and a relatively stable gold price reduced the gross profit for the period to GBP0.9 million (HY 2012: GBP4.9 million). The lower gross profit affected underlying operating loss resulting in a GBP2.3 million loss compared to GBP1.2 million profit during the same period last year. Net loss for the period was GBP2.5 million (HY 2012: Net profit GBP1.2 million) this is attributed to the lower gross profits.

Revenue

Revenue for the half year was GBP20.8 million which is 31% lower than the prior year period (GBP30.4 million). The Group's year on year sales volume decreased by 8,862 ounces, thereby adversely affected revenue. The average realised gold price was US$1,681 in the half year ended February 2013 compared to US$1,676 per ounce in the same period in 2012.

Cost of Sales and Operating Expenses

Cost of Sales and Operating Expenses decreased to GBP23.1 million in the half year ended February 2013 from GBP29.2 million during the same period last year. An 11% decrease in ore mined and delivered to the mill lowered costs by GBP3.1 million. Adjusting for the decrease ore mined and delivered to the mill the remaining GBP3 million reductions in costs are attributable like for like to;

   --    a decrease in mining and milling unit cost, of GBP2.6 million in additional costs; 

-- a net GBP0.6 million increase in overhead and administrative costs. This increase is as a result of a net increase in technical and supervisory staff, and

-- a net decrease in other costs of GBP1 million inclusive of gold duty and foreign exchange gains.

 
 Cost of Sales and Operating      Half Year ended 28   Half Year ended 29 
  Expenses                             February 2013        February 2012 
------------------------------- 
                                           (GBP'000)            (GBP'000) 
-------------------------------  -------------------  ------------------- 
 Mining                                     (11,620)             (16,606) 
 Processing                                  (4,561)              (5,279) 
 Overheads                                   (3,142)              (2,725) 
 Gold Duty                                     (583)                (920) 
 Administrative expenses                     (1,236)              (1,023) 
 Foreign exchange gains                        1,532                  901 
 Depreciation and amortisation               (3,486)              (3,530) 
-------------------------------  -------------------  ------------------- 
 Total                                      (23,096)             (29,182) 
-------------------------------  -------------------  ------------------- 
 

Depreciation and amortisation was GBP3.5 million for the half year ended 28 February 2013, similar to the same period last year (GBP3.5 million).

Cash Costs

Cash costs for the half year ending 28 February 2013 were US$1,634 per ounce sold (2012: US$1,426 per ounce). Improved cash costs per tonne, as outlined above, reduced our cash cost per ounce by US$211 per ounce. However these improvements in operating cost were offset by a reduction in grade and a decrease in recovery rate which elevated cash costs by US$323 per ounce and US$127 ounce respectively. The remaining variance per ounce is attributable to the effects of foreign exchange. The table below provides reconciliation between cost of sales, operating expenses and cash costs to calculate the cash cost per ounce sold.

 
 Cash Costs                                     Half Year ended     Half Year ended 
                                               28 February 2013    29 February 2012 
 Mining (GBP'000)                                      (11,620)            (16,606) 
 Processing (GBP'000)                                   (4,561)             (5,279) 
 Overheads (GBP'000)                                    (3,142)             (2,725) 
 Gold duty (GBP'000)                                      (583)               (920) 
 Mine administrative costs (GBP'000)                      (209)               (175) 
 Total cash costs of production (GBP'000)              (20,115)            (25,705) 
 
 GBGBP / US$ foreign exchange rate                         0.65                0.64 
 
 Gold sold (Oz)                                          19,411              28,456 
 Tonnes mined and milled                                216,860             243,284 
 
 Cash cost per ounce sold (US$ / Oz)                      1,635               1,426 
 Cash cost per tonne mined and milled (US$ 
  / tonne)                                                  148                 167 
-------------------------------------------  ------------------  ------------------ 
 

Administrative Expenses

Administrative expenses totalled GBP1.2 million for the half year ended 28 February 2013, which was a 21% increase in costs from the same period in the prior year of GBP1.0 million. The administrative expenses are those costs associated with maintaining the London office and the administrative expenses in Fiji. Costs include salaries, office rent, regulatory, audit, legal fees and investor related expenses.

Exploration and Resource Definition Costs

As highlighted in the operations review we have curtailed our capital expenditure and incurred GBP1.0 million exploration and resource definition costs compared to the GBP1.6 million in the same period last year. All the exploration and resource definition costs were capitalised as an Intangible Asset in accordance with the requirements of IFRS 6 Exploration for and Evaluation of Mineral Assets.

Taxation and Other Expenses

During the period the Company had a tax credit of GBP0.2 million (HY 2012: GBP0.3 million). This tax credit arises as a result of the release of the deferred tax liability. Other expenses amounted to GBP0.2 million in the half year ended 28 February 2013 (HY2012: GBP0.2 million), in line with the same period last year

EBITDA

For the year half year ended 28 February 2013 EBITDA decreased to GBP1.0 million from GBP4.5 million in the same period last year. This decrease was driven by lower revenues and a lower gross profit figure compared to the same period last year. Reconciliation between net profit for the period and EBITDA is presented below:

 
                                                           Half Year ended     Half Year ended 
                                                          28 February 2013    29 February 2012 
                                                                 (GBP'000)           (GBP'000) 
 (Loss) / Profit for the period                                    (2,458)               1,285 
 Less income tax credit                                                182                 304 
 Plus depreciation and amortisation expense                        (3,486)             (3,529) 
 Less finance income                                                     2                  36 
 Plus finance expense                                                (137)                (59) 
--------------------------------------------  ----------------------------  ------------------ 
 EBITDA                                                                981               4,533 
--------------------------------------------  ----------------------------  ------------------ 
 

Cash Flow

Net cash generated in operating activities was GBP0.3 million for the half year ended 28 February 2013, a decrease of GBP4.0 million compared to the same period last year (cash generated of GBP4.4 million). Prior to working capital movements the net operating income was GBP0.03 million compared to GBP3.7 million in the same period last year. The net operating income before changes in working capital was increased by the changes in working capital which generated GBP0.3 million (HY 2012: generated GBP0.7 million). These changes in working capital were a result of an decrease in inventories of GBP0.4 million a decrease in receivable of GBP1.8 million and a decrease in accounts payable of GBP1.9 million.

Cash flow used in investing activities equated to GBP7.3 million for the year which represents a 6% increase from the same period last year of GBP6.9 million. Of the GBP7.3 million used in investing activities GBP1.1 million (HY 2012: GBP3.2 million) was used in the purchase of plant and equipment and GBP6.2 million (HY 2012: GBP3.7 million) was used in underground development and resource / exploration drilling. As of 28 February 2013 the Group had cash and cash equivalents of GBP2.2 million (HY 2012: GBP4.5 million).

Post period events

On 8 April 2013 the Company announced that it had entered into a subscription agreement with Zhongrun International Mining Co. Ltd. ("Zhongrun") whereby Zhongrun subscribed for 8,800,000 new ordinary shares in the Company at a price of GBP0.15 per share (the "Subscription Shares") to raise GBP1.32 million (the "Subscription Agreement"). The Subscription Shares represent approximately 6.96% of the enlarged issued share capital of the Company, increasing Zhongrun's holding to 37,800,000 ordinary shares, representing approximately 29.91% of the enlarged share capital of the Company.

On 20 May 2013 the Company announced it has entered into a subscription agreement with SCD Energy Inc., ("Subscriber"), which is an indirectly wholly owned subsidiary of DRK Energy Co., Limited ("DRK") whereby the Subscriber has subscribed for 30,000,000 new ordinary shares in the Company at a price of GBP0.15 per share (the "Subscription Shares") to raise GBP4.5 million (the "Subscription Agreement"). The Subscription Shares will represent approximately 19.2% of the enlarged issued share capital of the Company. The first tranche was completed by the 28 May 2013 and the second will be completed by the 17 June 2013.

In addition, under the Subscription Agreement, the Company and DRK have agreed to work in conjunction to source the required debt financing to fund the Company's planned expansion programme. Should VGM enter into a debt financing package facilitated or introduced by DRK of no less than US$40 million within 120 days of the Subscription Agreement ("Debt Financing") DRK will have the option to acquire an additional 24,000,000 new ordinary shares in the Company (the "Option") at an exercise price of GBP0.15 per share.

If, however the Company secures the Debt Financing within the 120 days from institutions that it is currently in discussions with, the Option exercise price will be the lower of GBP0.25 or 90% of the five day trading volume weighted average price ("VWAP") following the announcement of the Debt Financing. These terms will also apply if no debt financing is secured within the 120 days, in which case the VWAP will be based on the 5 trading days after the expiry of the 120 day period. The issue of shares under the option would be subject to approval at a general meeting which will be convened once the Company has more certainty on the nature and timing of the Debt Financing.

If exercised, the Option would represent approximately 13.3% of the enlarged issued share capital of the Company and in aggregate with Subscription Shares DRK, the Subscriber would hold approximately 29.9% of the enlarged issued share capital of the Company.

In conjunction with the Subscription Agreement, the Company has agreed that the Subscriber will be entitled to nominate 2 directors for appointment to the board on completion of the first tranche of the Subscription Agreement. Their appointment will be subject only to approval by relevant regulatory authorities. Initially both of these directors will hold non-executive positions on the board. However, once a suitably qualified candidate has been identified, one of the Subscriber's nominee non-executive directors will resign and this candidate will be appointed as an executive director and Chief Operating Officer.

On 22 May 2013 the Company announced that Colin Orr-Ewing has tendered his resignation as Chairman and stepped down from the Board of the Company with immediate effect. The company appointed Yingbin Ian He, an existing director of the Company, as Non-Executive Chairman, with immediate effect.

Outlook

The long term future of profitable mining operations at Vatukoula requires access to new sections of existing ore bodies. Accessing these ore bodies is the key part of our capital investment program. However, the delay in securing debt funding has delayed the development of mining in these new sections.

While we wait to complete our funding we have been undertaking limited ore mining in existing open areas, and initiating mining in new areas where possible resulting in reduced overall production. Until additional funding is secured for the capital investment program we expect production to be maintained at the current rate. Therefore we do not expect any material variance from our current production levels for the remainder of the financial year.

However, we are fully aware that a substantial capital investment program is essential to place the mine onto a sustainable production level. The capital investment consists of essentially an underground development to access sufficient areas for long term production, an extensive drilling program to better define the ore bodies, an upgrade of our heavy vehicle engineering team to provide and maintain a larger fleet of underground equipment, and other ancillary projects.

We expect the capital investment program to cost in the region of US$40 million. The program will start to deliver benefits within 3 months of the start, and we expect the entire program to be complete within two years. Once complete we expect to be able to maintain production at the historic levels.

Dave Paxton

30 May 2013

 
 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE 
  INCOME                                                           Restated 
                                                     6 months      6 months 
                                          Notes     28-Feb-13     29-Feb-12 
                                                  (Unaudited)   (Unaudited) 
                                                      GBP'000       GBP'000 
---------------------------------------  ------  ------------  ------------ 
 
 Turnover                                     3        20,822        30,383 
 Cost of sales                                       (19,906)      (25,530) 
 
 
 Gross profit                                             916         4,853 
---------------------------------------  ------  ------------  ------------ 
 
 Operating expenses 
 Administrative expenses                              (1,236)       (1,024) 
 Foreign exchange gains                                 1,532           901 
 Depreciation and amortisation expense                (3,486)       (3,529) 
 
 
 Underlying operating (loss) / profit                 (2,274)         1,201 
---------------------------------------  ------  ------------  ------------ 
 
 Inventory obsolescence write back                          8           106 
 Gain on disposal of assets                                29             - 
 Provision for mine rehabilitation                          -            46 
 Provision for doubtful debt expense                    (172)           (4) 
 Share based payments expense                            (96)         (345) 
 
 
 Operating (loss) / profit                            (2,505)         1,004 
---------------------------------------  ------  ------------  ------------ 
 
 Interest receivable and other income                       2            36 
 Interest payable and similar charges                   (137)          (59) 
---------------------------------------  ------  ------------  ------------ 
 
 Net (loss) / profit before taxation                  (2,640)           981 
---------------------------------------  ------  ------------  ------------ 
 
 Taxation                                                 182           304 
---------------------------------------  ------  ------------  ------------ 
 
 (Loss) / profit for the period                       (2,458)         1,285 
---------------------------------------  ------  ------------  ------------ 
 
 Attributable to: 
 Owners of the Parent                                 (2,458)         1,285 
 Non Controlling interest                                   -             - 
---------------------------------------  ------  ------------  ------------ 
                                                      (2,458)         1,285 
 Other comprehensive expenses 
 Currency translation differences                       (509)         (604) 
---------------------------------------  ------  ------------  ------------ 
 
 Total comprehensive (loss) / income 
  for the period                                      (2,967)           681 
---------------------------------------  ------  ------------  ------------ 
 
 Attributable to: 
 Owners of the Parent                                 (2,967)           681 
 Non Controlling interest                                   -             - 
---------------------------------------  ------  ------------  ------------ 
 
 
 (Loss) / earnings per share 
---------------------------------------  ------  ------------  ------------ 
                                                        Pence         Pence 
 
 Basic                                        5        (2.26)          1.57 
 Diluted                                      5        (2.26)          1.58 
---------------------------------------  ------  ------------  ------------ 
 

All activities relate to continuing operations.

 
 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL 
  POSITION 
 
                                                  Notes     28-Feb-13     29-Feb-12   31-Aug-12 
                                                          (Unaudited)   (Unaudited)   (Audited) 
                                                              GBP'000       GBP'000     GBP'000 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Assets 
 Non-current assets 
 Intangible assets                                    6        37,328        34,655      36,841 
 Property, plant and equipment                        7        25,375        25,070      25,713 
 Mine properties and development                      8        16,933         9,065      11,515 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Total non-current assets                                      79,636        68,970      74,069 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Current assets 
 Inventories                                                    7,679         9,978       7,771 
 Trade and other receivables                                    4,497         7,165       6,383 
 Cash and cash equivalents                                      2,167         4,516       2,437 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 Total current assets                                          14,343        21,659      16,591 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Total Assets                                                  93,979        90,449      90,660 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Current liabilities 
 Trade and other payables                                       8,443         5,710      10,053 
 Provisions                                           9           982           840       1,073 
 Borrowings                                                       174           117           - 
 Vatukoula Social Assistance Trust Fund                         1,230         1,202       1,189 
 Convertible loan                                                 322             -           - 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Total current liabilities                                     11,151         7,869      12,315 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Non-current Liabilities 
 Provisions                                           9         3,554         4,261       3,320 
 Convertible loan                                                   -           312         317 
 Vatukoula Social Assistance Trust Fund                            16            13          15 
 Deferred tax liability                                         6,576         7,472       6,758 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Total non-current liabilities                                 10,146        12,058      10,410 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Shareholders' Equity 
 Share capital                                       10         5,828         4,378       4,828 
 Share premium account                                         87,259        76,709      81,659 
 Merger reserve                                                 2,167         2,167       2,167 
 Foreign exchange reserve                                       1,531         1,186       1,022 
 Other reserves                                                 2,978         2,703       2,882 
 Accumulated losses                                          (27,081)      (16,621)    (24,623) 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Total shareholders' equity                                    72,682        70,552      67,935 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 Total liabilities and shareholders' equity                    93,979        90,449      90,660 
-----------------------------------------------  ------  ------------  ------------  ---------- 
 
 
                                                                                     Restated 
 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                        6 months      6 months 
                                                            Notes     28-Feb-13     29-Feb-12 
                                                                    (Unaudited)   (Unaudited) 
                                                                        GBP'000       GBP'000 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Cash flows from operating activities 
 Operating (loss) / profit for the period:                              (2,505)         1,004 
 Adjustments for: 
  Share based payments                                                       96           345 
  Depreciation and amortisation                                           3,486         3,529 
  Gain on disposal of assets                                               (29)             - 
  Inventory obsolescence write back                                         (8)         (106) 
  Foreign exchange gains                                                (1,105)         (810) 
  Provision for doubtful debt expense                                       172             4 
  Provision for mine rehabilitation                                           -          (46) 
  Movements in Employment Provisions                                      (111)           161 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Net operating (loss) / income before changes 
  in working capital                                                        (4)         4,081 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Payment to Vatukoula Social Assistance Trust 
  Fund                                                                        -         (356) 
 Decrease / (increase) in inventories                                       368       (1,524) 
 Decrease in receivables                                                  1,825           850 
 (Decrease) / increase in accounts payable                              (1,846)         1,324 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Net cash generated in operating activities                                 343         4,375 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Cash flows from investing activities 
 Payments for intangible assets                                 6         (997)       (1,582) 
 Purchase of property plant and equipment                       7       (1,096)       (3,182) 
 Payments for mine properties and development                   8       (5,242)       (2,137) 
 Proceeds from disposals of property plant and                               29             - 
  equipment 
 Interest received                                                            2            36 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Net cash used in investing activities                                  (7,304)       (6,865) 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Cash flows before financing                                            (6,961)       (2,490) 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Cash flows from financing activities 
 Proceeds from issuance of shares                              10         6,600             - 
 Interest paid                                                            (126)          (65) 
 Proceeds from borrowings                                                   174           112 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Net cash provided by financing activities                                6,648            47 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Net decrease in cash and cash equivalents                                (313)       (2,443) 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Cash and cash equivalents at beginning of the 
  period                                                                  2,437         6,892 
 Effect of foreign exchange on cash and cash equivalents                     43            67 
---------------------------------------------------------  ------  ------------  ------------ 
 
 Cash and cash equivalents at end of the period                           2,167         4,516 
---------------------------------------------------------  ------  ------------  ------------ 
 
 
 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 
 
                                                                                 Equity 
                                                                    Share     component 
                     Ordinary                          Foreign      based            of 
                        share      Share     Merger   exchange    payment   convertible   Accumulated 
                      capital    premium    reserve    reserve    reserve     loan note        losses         Total 
                      GBP'000    GBP'000    GBP'000    GBP'000    GBP'000       GBP'000       GBP'000       GBP'000 
 Balance at 1 
  September 
  2012                  4,828     81,659      2,167      1,022      2,837            45      (24,623)        67,935 
  Loss for the 
   period                   -          -          -          -          -             -       (2,458)       (2,458) 
 Other 
 comprehensive 
 income 
------------------  ---------  ---------  ---------  ---------  ---------  ------------  ------------  ------------ 
 - Currency 
  translation 
  differences               -          -          -        509          -             -             -           509 
 Total 
  comprehensive 
  income                    -          -          -        509          -             -       (2,458)       (1,949) 
 Issue of shares        1,000      5,600          -          -          -             -             -         6,600 
 Cost of share              -          -          -          -          -             -             -             - 
 issue 
 Share option               -          -          -          -          -             -             -             - 
 expired 
 Convertible loan           -          -          -          -          -             -             -             - 
------------------  ---------  ---------  ---------  ---------  ---------  ------------  ------------  ------------ 
 Share based 
  payments            -          -          -          -          96         -             -             96 
 Balance at 28 
  February 
  2013                5,828      87,259     2,167      1,531      2,933      45              (27,081)    72,682 
 
 
                                                                                             Restated 
                                                                                 Equity 
                                                                    Share     component 
                     Ordinary                          Foreign      based            of 
                        share      Share     Merger   exchange    payment   convertible   Accumulated 
                      capital    premium    reserve    reserve    reserve     loan note        losses         Total 
                      GBP'000    GBP'000    GBP'000    GBP'000    GBP'000       GBP'000       GBP'000       GBP'000 
 Balance at 1 
  September 
  2011                  4,378     76,709      2,167        582      2,313            45      (17,656)        68,538 
  Profit for the 
   period                   -          -          -          -          -             -         1,285         1,285 
 Other                                                                                                            - 
 comprehensive 
 income 
------------------  ---------  ---------  ---------  ---------  ---------  ------------  ------------  ------------ 
 - Currency 
  translation 
  differences               -          -          -        604          -             -             -           604 
 Total 
  comprehensive 
  income                    -          -          -        604          -             -         1,285         1,889 
 Issue of shares            -          -          -          -          -             -             -             - 
 Cost of share              -          -          -          -          -             -             -             - 
 issue 
 Share option               -          -          -          -          -             -             -             - 
 expired 
 Convertible loan           -          -          -          -          -             -             -             - 
------------------  ---------  ---------  ---------  ---------  ---------  ------------  ------------  ------------ 
 Share based 
  payments                  -          -          -          -        345             -             -           345 
 Balance at 29 
  February 
  2012                  4,378     76,709      2,167      1,186      2,658            45      (16,371)        70,772 
------------------  ---------  ---------  ---------  ---------  ---------  ------------  ------------  ------------ 
 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   1.   General information 

Vatukoula Gold Mines Plc. is registered in England and Wales under number 5059077. The Company is governed by its articles of association and the principal statute governing the Company is the Companies Act 2006. The Company's registered office is at 2 More London Riverside, London, SE1 2AP. The company is listed on the AIM market of the London Stock Exchange. The principal activity of the Group is the mining of gold ore and the refining of the ore into gold Dore bars which are sold to be smelted into gold.

   2.   Basis of preparation 

The interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting.

These interim condensed consolidated financial statements are unaudited and does not constitute statutory financial statements. The interim condensed consolidated financial statements incorporate the results of the Group for the period from 1 September 2012 to 28 February 2013. The results for the year ended 31 August 2012 have been extracted from the statutory financial statements for Vatukoula Gold Mines plc. for the year ended 31 August 2012 which are prepared under International Financial Reporting Standards ("IFRS") as adopted by the European Union. The interim financial information should be read in conjunction with the annual financial statements for the year ended 31 August 2012.

The same accounting policies, presentations and methods of computation have been followed in these condensed financial statements as were applied in the preparation of the Group's financial statements for the year ended August 2012.

Certain prior year numbers have been restated, as detailed in note 15.

   3.   Turnover and Segmental Analysis 

All turnover in the Group in the current and prior period is derived from the sales to one customer, which is included in the Gold Mining Segment.

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   3.   Turnover and Segmental Analysis (continued) 
 
                                  Unattributed 
 28 Feb 2013                       Head Office       Gold      Other 
 (Unaudited)                             Costs     Mining   Activity      Total 
                                       GBP'000    GBP'000    GBP'000    GBP'000 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Turnover                                    -     20,822          -     20,822 
-------------------------------  -------------  ---------  ---------  --------- 
     Mining                                  -   (11,620)          -   (11,620) 
     Processing                              -    (4,561)          -    (4,561) 
     Gold duty                               -      (583)          -      (583) 
     Overheads                               -    (3,142)          -    (3,142) 
-------------------------------  -------------  ---------  ---------  --------- 
 Cost of sales                               -   (19,906)          -   (19,906) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Gross Profit                                -        916          -        916 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Administrative expenses                 (943)      (209)       (84)    (1,236) 
 Foreign exchange gains                      -      1,532          -      1,532 
 Depreciation and amortisation           (793)    (2,685)        (8)    (3,486) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Underlying operating loss             (1,736)      (446)       (92)    (2,274) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Inventory obsolescence                      -          8          -          8 
 Gain on disposal of assets                  -         29                    29 
 Provision for doubtful 
  debt                                       -      (172)          -      (172) 
 Share based payments                        -       (96)          -       (96) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Operating loss                        (1,736)      (677)       (92)    (2,505) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Interest receivable and 
  other income                               2          -          -          2 
 Interest payable and similar 
  charges                                 (23)      (114)          -      (137) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Net loss before taxation              (1,757)      (791)       (92)    (2,640) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Taxation                                  182          -          -        182 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Loss for the period                   (1,575)      (791)       (92)    (2,458) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Other Segment Items 
 Additions to intangible 
  assets                                     -        997          -        997 
 Additions to property, 
  plant, and equipment                       -      1,096          -      1,096 
 Additions to mine properties 
  and development                            -      5,242          -      5,242 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Current assets                            684     13,486        173     14,343 
 Non currents assets                    28,644     50,804        188     79,636 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Current liabilities                     (807)   (10,352)          8   (11,151) 
 Non current liabilities               (6,575)    (3,571)          -   (10,146) 
-------------------------------  -------------  ---------  ---------  --------- 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   3.   Turnover and Segmental Analysis (continued) 
 
 6 months                         Unattributed   Restated 
 29-Feb-12                         Head Office       Gold      Other 
 (Unaudited)                             Costs     Mining   Activity      Total 
                                       GBP'000    GBP'000    GBP'000    GBP'000 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Turnover                                    -     30,383          -     30,383 
-------------------------------  -------------  ---------  ---------  --------- 
     Mining                                  -   (16,606)          -   (16,606) 
     Processing                              -    (5,279)          -    (5,279) 
     Gold duty                               -      (920)          -      (920) 
     Overheads                               -    (2,725)          -    (2,725) 
-------------------------------  -------------  ---------  ---------  --------- 
 Cost of sales                               -   (25,530)          -   (25,530) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Gross Profit                                -      4,853          -      4,853 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Administrative expenses                 (758)      (175)       (90)    (1,023) 
 Foreign exchange gains                      -        901          -        901 
 Depreciation and amortisation         (1,218)    (2,302)       (10)    (3,530) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Underlying operating (loss) 
  / profit                             (1,976)      3,277      (100)      1,201 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Inventory obsolescence                      -        106          -        106 
 Rehabilitation charge                       -         46          -         46 
 Provision for doubtful 
  debt                                       -        (4)          -        (4) 
 Share based payments                    (224)      (121)          -      (345) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Operating (loss) / profit             (2,200)      3,304      (100)        994 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Interest receivable and 
  other income                              27          9          -         36 
 Interest payable and similar 
  charges                                 (28)       (27)        (4)       (59) 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Net (loss) / profit before 
  taxation                             (2,201)      3,286      (104)        981 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Taxation                                  304          -          -        304 
-------------------------------  -------------  ---------  ---------  --------- 
 
 (Loss) / Profit for the 
  period                               (1,897)      3,286      (104)      1,285 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Other Segment Items 
 Additions to intangible 
  assets                                     -      1,582          -      1,582 
 Additions to property, 
  plant, and equipment                       -      3,182          -      3,182 
 Additions to mine properties 
  and development                            -      2,137          -      2,137 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Current assets                          2,292     19,315         52     21,659 
 Non currents assets                    29,633     38,928        229     68,790 
-------------------------------  -------------  ---------  ---------  --------- 
 
 Current liabilities                     (115)    (7,746)        (8)    (7,869) 
 Non current liabilities               (7,783)    (4,275)          -   (12,058) 
-------------------------------  -------------  ---------  ---------  --------- 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   4.   Results for the period 

The Interim results are not affected by seasonality or cyclicity.

   5.   Earnings per share 
 
 (a) Basic 
 
 Basic (loss) / earnings per share is calculated by dividing the (loss) 
  / profit for the year from continuing operations of the Group by the 
  weighted average number of ordinary shares in issue during the year 
 
 The calculation of consolidated (loss) / earnings per share is based 
  on the following (loss) / earnings and number of shares: 
 
                                                                    Restated 
                                                   6 months         6 months 
                                                (Unaudited)      (Unaudited) 
                                                  28-Feb-13        29-Feb-12 
                                                    GBP'000          GBP'000 
---------------------------------------------  ------------  --------------- 
 
 (Loss) / profit after tax                          (2,458)            1,285 
---------------------------------------------  ------------  --------------- 
                                                   6 months         6 months 
                                                  28-Feb-13        29-Feb-12 
                                                     Number           Number 
---------------------------------------------  ------------  --------------- 
 
 Basic weighted average ordinary shares in 
  issue during the period                       108,823,532       81,622,820 
---------------------------------------------  ------------  --------------- 
                                                   6 months         6 months 
                                                  28-Feb-13        29-Feb-12 
                                                      Pence            Pence 
---------------------------------------------  ------------  --------------- 
 
 Basic (loss) / earnings per share                   (2.26)             1.57 
---------------------------------------------  ------------  --------------- 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   5.   Earnings per share (continued) 
 
 (b) Diluted 
 
 Diluted earnings per share is calculated by adjusting the weighted 
  average number of ordinary shares outstanding to assume the conversion 
  of dilutive potential ordinary shares. The Company has two categories 
  of dilutive potential ordinary shares: convertible loan notes and 
  share options / warrants. The convertible debt is assumed to have 
  been converted into ordinary shares, and the net profit is adjusted 
  to eliminate the interest expense less the tax effect. For the share 
  options, a calculation is performed to determine the number of shares 
  that could have been acquired at fair value (determined as the average 
  annual market share price of the company's shares) based on the monetary 
  value of the subscription rights attached to outstanding share options. 
  The number of shares calculated as above is compared with the number 
  of shares that would have been issued assuming the exercise of the 
  share options. 
 
                                                         28-Feb-13    29-Feb-12 
                                                           GBP'000      GBP'000 
----------------------------------------------------  ------------  ----------- 
 
 (Loss) / profit after tax                                 (2,458)        1,285 
 Interest expense on convertible loan 
  note (net of tax)                                              -           18 
----------------------------------------------------  ------------  ----------- 
 
 (Loss) / profit used to determine 
  diluted earnings per share                               (2,458)        1,303 
----------------------------------------------------  ------------  ----------- 
 
                                                         28-Feb-13    29-Feb-12 
                                                            Number       Number 
----------------------------------------------------  ------------  ----------- 
 
 Basic weighted average ordinary shares 
  in issue during the period                           108,823,532   81,622,820 
 Adjustments for: 
     Assumed conversion of convertible 
      loan note                                                  -      660,000 
     Share options / warrants                                    -      329,715 
----------------------------------------------------  ------------  ----------- 
 
 Diluted weighted average ordinary shares in issue 
  during the period                                    108,823,532   82,612,535 
----------------------------------------------------  ------------  ----------- 
 
                                                         28-Feb-13    29-Feb-12 
                                                             Pence        Pence 
----------------------------------------------------  ------------  ----------- 
 
 Diluted (loss) / earnings per share                        (2.26)         1.58 
----------------------------------------------------  ------------  ----------- 
 
 All potential shares were anti-dilutive for the period ended 28 February 
  2013 as the Group was in a loss making position. As a result diluted 
  loss per share for the period ended 28 February 2013 is disclosed 
  as the same value as basic loss per share. 
 
 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   6.   Intangible assets 
 
                                      Mining   Computer   Exploration 
                                      Rights   Software   expenditure     Total 
 Group                               GBP'000    GBP'000       GBP'000   GBP'000 
----------------------------------  --------  ---------  ------------  -------- 
 
 Cost 
 As at 1 September 2012               38,721        551         6,933    46,205 
 Additions                                 -          -           997       997 
 Disposals                                 -          -             -         - 
 Transferred from tangible assets          -          -             -         - 
 Exchange difference                       -         19           283       302 
----------------------------------  --------  ---------  ------------  -------- 
 
 As at 28 February 2013               38,721        570         8,213    47,504 
----------------------------------  --------  ---------  ------------  -------- 
 
 Amortisation 
 As at 1 September 2012                9,284         80             -     9,364 
 Current charge                          794         15             -       809 
 Exchange difference                       -          3             -         3 
----------------------------------  --------  ---------  ------------  -------- 
 
 As at 28 February 2013               10,078         98             -    10,176 
----------------------------------  --------  ---------  ------------  -------- 
 
 Carrying value as at 28 February 
  2013                                28,643        472         8,213    37,328 
----------------------------------  --------  ---------  ------------  -------- 
 
                                      Mining   Computer   Exploration 
                                      Rights   Software   expenditure     Total 
 Group                               GBP'000    GBP'000       GBP'000   GBP'000 
----------------------------------  --------  ---------  ------------  -------- 
 
 Cost 
 As at 1 September 2011               38,414        243         2,769    41,426 
 Additions                                 -          -         4,164     4,164 
 Disposals                                 -          -         (111)     (111) 
 Transferred from tangible assets        307        299             -       606 
 Exchange difference                       -          9           111       120 
----------------------------------  --------  ---------  ------------  -------- 
 
 As at 31 August 2012                 38,721        551         6,933    46,205 
----------------------------------  --------  ---------  ------------  -------- 
 
 Amortisation 
 As at 1 September 2011                7,313         56             -     7,369 
 Current charge                        1,971         23             -     1,994 
 Exchange difference                       -          1             -         1 
----------------------------------  --------  ---------  ------------  -------- 
 
 As at 31 August 2012                  9,284         80             -     9,364 
----------------------------------  --------  ---------  ------------  -------- 
 
 Carrying value as at 31 August 
  2011                                29,437        471         6,933    36,841 
----------------------------------  --------  ---------  ------------  -------- 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   6.   Intangible assets (continued) 
 
                                      Mining   Computer   Exploration 
                                      Rights   Software   expenditure     Total 
 Group                               GBP'000    GBP'000       GBP'000   GBP'000 
----------------------------------  --------  ---------  ------------  -------- 
 
 Cost 
 As at 1 September 2011               38,414        243         2,769    41,426 
 Additions                                 -          -         1,582     1,582 
 Disposals                                 -         80            28       108 
 Exchange difference                       -          9           122       131 
----------------------------------  --------  ---------  ------------  -------- 
 
 As at 29 February 2012               38,414        332         4,501    43,247 
----------------------------------  --------  ---------  ------------  -------- 
 
 Amortisation 
 As at 1 September 2011                7,313         56             -     7,369 
 Current charge                        1,217          5             -     1,222 
 Exchange difference                       -          1             -         1 
----------------------------------  --------  ---------  ------------  -------- 
 
 As at 29 February 2012                8,530         62             -     8,592 
----------------------------------  --------  ---------  ------------  -------- 
 
 Carrying value as at 29 February 
  2012                                29,884        270         4,501    34,655 
----------------------------------  --------  ---------  ------------  -------- 
 

The Mining rights represent the mining rights acquired on the acquisition of the Vatukoula Gold Mine in April 2008. The amortisation of the Mining Rights is calculated on a unit of production basis, based on forecast production and the total Mineral Reserves. At the current production, reserves and gold price, the useful economic life is expected to be 7 years. This rate will vary from year to year and is dependent on the mineral reserves which are reassessed every year. Amortisation is included in depreciation and amortisation in the Statement of Comprehensive Income.

For the year ended August 2012 the directors carried out an impairment review. As in previous years, this was based on an estimate of discounted future cash flows from the development and operation of the Vatukoula Gold Mine. The directors have used past experience and an assessment of future conditions, together with external sources of information, to determine the assumptions which were adopted in the preparation of a financial model to estimate the cashflows.

The recoverable amount of the mine is determined by using a net present value calculation based on the estimated

economically recoverable portion of the total Mineral Resource and the life of mine plan. The life of mine plan is currently 7 years. This Mineral Resource is used rather than the Mineral Reserve as the Mineral Reserve will not represent the total recoverable amount from the mine. This is because it excludes ore deposits that are above the economic cut off grade within the Inferred Mineral Resource category.

The key assumptions therein are those regarding discount rates, and expected changes to selling prices and direct costs during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the mine and the rate used was 10%.

The production is based on the directors' forecast of the mine's maximum output and based on the mine achieving its operating capacity. The directors believe this rate is justified based on the current progress of the mine. A deferred tax liability of GBP10,757,000 arose in 2008 in respect of the intangible assets recognised on the acquisition in the prior periods. The deferred tax liability is in respect of future taxable profits potentially generated from the exploration of the mining rights.

The Exploration expenditure is an internally generated intangible asset, and represents costs associated with the exploration and evaluation of mineral deposits on our mining and special prospecting licenses and are capitalised under IFRS 6. The directors believe that there are no indicators of impairment.

The Computer Software expenditure represents the costs associated with the purchase of specialised mining and inventory software.

For the half year ended 28 February 2013, management reviewed the estimates used in the calculation of the amortisation rates for Intangible Assets. The details of the changes in estimates are discussed in note 16.

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   7.   Property, plant and equipment 
 
                           Freehold                                                                Fixtures 
                      and leasehold           Work            Plant       Motor       Mine         fittings 
                               land    in progress    and machinery    vehicles     assets    and equipment      Total 
 Group                      GBP'000        GBP'000          GBP'000     GBP'000    GBP'000          GBP'000    GBP'000 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 Cost 
 As at 1 September 
  2012                        1,024          2,572           33,466         341      1,998              145     39,546 
 Additions                        -          1,096                -           -          -                -      1,096 
 Transferred on 
  completion                      -        (1,620)            1,620           -          -                -          - 
 Disposals                        -              -            (151)           -          -                -      (151) 
 Exchange 
  difference                     32             60            1,773           8         68                1      1,942 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 As at 28 February 
  2013                        1,056          2,108           36,708         349      2,066              146     42,433 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 Accumulated 
 depreciation 
 As at 1 September 
  2012                           13              -           13,021         238        463               98     13,833 
 Charge for the 
  period                          6              -            2,195           1         31                1      2,234 
 Disposals                        -              -            (151)           -          -                -      (151) 
 Exchange 
  difference                      1              -            1,119           4         17                1      1,142 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 As at 28 February 
  2013                           20              -           16,184         243        511              100     17,058 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 Net book value 
 At 28 February 
  2013                        1,036          2,108           20,524         106      1,555               46     25,375 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 At 31 August 2012            1,011          2,572           20,445         103      1,535               47     25,713 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 
                           Freehold                                                                Fixtures 
                      and leasehold           Work            Plant       Motor       Mine         fittings 
                               land    in progress    and machinery    vehicles     assets    and equipment      Total 
 Group                      GBP'000        GBP'000          GBP'000     GBP'000    GBP'000          GBP'000    GBP'000 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 Cost 
 As at 1 September 
  2011                        1,165            201           28,087         370      2,869              148     32,840 
 Additions                        -          7,245                -           -          -                -      7,245 
 Transferred on 
  completion                     90        (4,607)            4,517           -          -                -          - 
 Disposals                        -              -            (122)           -          -                -      (122) 
 Changes in 
  estimates                       -              -                -           -      (932)                -      (932) 
 Transferred to 
  intangible                  (250)          (299)                -           -          -                -      (549) 
 Exchange 
  difference                     19             32              984        (29)         61              (3)      1,064 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 As at 31 August 
  2012                        1,024          2,572           33,466         341      1,998              145     39,546 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 Accumulated 
 depreciation 
 As at 1 September 
  2011                            -              -            8,643         251        315               98      9,307 
 Charge for the 
  period                         13              -            3,835           2        139                2      3,991 
 Disposals                        -              -             (27)           -          -                -       (27) 
 Impairment                       -              -                -           -          -                -          - 
 Exchange 
  difference                      -              -              570        (15)          9              (2)        562 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 As at 31 August 
  2012                           13              -           13,021         238        463               98     13,833 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 Net book value 
 At 31 August 2012            1,011          2,572           20,445         103      1,535               47     25,713 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 At 31 August 2011            1,165            201           19,444         119      2,554               50     23,533 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   7.   Property, plant and equipment (continued) 
 
                           Freehold                                                                Fixtures 
                      and leasehold           Work            Plant       Motor       Mine         fittings 
                               land    in progress    and machinery    vehicles     assets    and equipment      Total 
 Group                      GBP'000        GBP'000          GBP'000     GBP'000    GBP'000          GBP'000    GBP'000 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 Cost 
 As at 1 September 
  2011                        1,165            201           28,087         370      2,869              148     32,840 
 Additions                        -          3,182                -           -          -                -      3,182 
 Transferred on 
  completion                     90        (1,988)            1,898           -          -                -          - 
 Transferred to 
  intangible                      -           (80)             (28)           -          -                -      (108) 
 Exchange 
  difference                     29             26            1,464         (6)         92              (1)      1,604 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 As at 29 February 
  2012                        1,284          1,341           31,421         364      2,961              147     37,518 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 Accumulated 
 depreciation 
 As at 1 September 
  2011                            -              -            8,643         251        315               98      9,307 
 Charge for the 
  period                          7              -            1,902           1        117                1      2,028 
 Transferred to 
  intangible                      -              -                -           -          -                -          - 
 Exchange 
  difference                      -              -              853         (3)         13                -        863 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 As at 29 February 
  2012                            7              -           16,184         243        511              100     12,198 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 Net book value 
 At 29 February 
  2012                          777          1,341           20,023          15      2,516               48     24,720 
------------------  ---------------  -------------  ---------------  ----------  ---------  ---------------  --------- 
 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   8.   Mine properties and development 
 
                                    28-Feb-13     29-Feb-12   31-Aug-12 
                                  (Unaudited)   (Unaudited)   (Audited) 
                                      GBP'000       GBP'000     GBP'000 
-------------------------------  ------------  ------------  ---------- 
 
 Cost 
 Balance as at 1 September             13,865         8,695       8,695 
 Additions                              5,242         2,137       4,952 
 Foreign exchange difference              722           313         218 
-------------------------------  ------------  ------------  ---------- 
 
 Balance at end of period/year         19,829        11,145      13,865 
-------------------------------  ------------  ------------  ---------- 
 
 Depreciation 
 Balance as at 1 September              2,350         1,740       1,740 
 Current charge                           445           278         566 
 Foreign exchange difference              101            62          44 
-------------------------------  ------------  ------------  ---------- 
 
 Balance at end of period/year          2,896         2,080       2,350 
-------------------------------  ------------  ------------  ---------- 
 
 Carrying value 
 Balance at end of period/year         16,933         9,065      11,515 
-------------------------------  ------------  ------------  ---------- 
 

For the half year ended 28 February 2013, management reviewed the estimates used in the calculation of the depreciation rates for Mineral Properties and Development. The details of the changes in estimates are discussed in note 16.

   9.   Provisions 
 
                                                                                    Group 
------------------------------------  ------------  --------------------  ------------------------- 
                                                               28-Feb-13      29-Feb-12   31-Aug-12 
                                                             (Unaudited)    (Unaudited)   (Audited) 
                                                                 GBP'000        GBP'000     GBP'000 
------------------------------------  ------------  --------------------  -------------  ---------- 
 
 Current 
 Provision for annual leave                                          271            254         272 
 Provision for workers compensation                                  121             90         137 
 Other employee related provisions                                   590            496         664 
------------------------------------  ------------  --------------------  -------------  ---------- 
 
                                                                     982            840       1,073 
------------------------------------  ------------  --------------------  -------------  ---------- 
 
 Non current 
 Provision for mine rehabilitation                                 3,426          4,200       3,247 
 Provision for Long Service Leave                                    128             61          73 
------------------------------------  ------------  --------------------  -------------  ---------- 
 
                                                                   3,554          4,261       3,320 
------------------------------------  ------------  --------------------  -------------  ---------- 
 
                                                                   4,536          5,101       4,393 
------------------------------------  ------------  --------------------  -------------  ---------- 
 
 
                                          Employee 
                                           related                         Long Service 
                                        provisions   Mine rehabilitation          Leave       Total 
 Group                                     GBP'000               GBP'000        GBP'000     GBP'000 
------------------------------------  ------------  --------------------  -------------  ---------- 
 
 Balance at 1 September 2012                 1,073                 3,247             73       4,393 
 Additional provisions made during 
  the period                                   325                     -             24         349 
 Reversed during the period                  (446)                     -           (14)       (460) 
 Unwinding of discount                           -                    23              -          23 
 Changes in estimates                            -                     -              -           - 
 Exchange difference                            30                   156             45         231 
------------------------------------  ------------  --------------------  -------------  ---------- 
 
 Balance at 28 February 2013                   982                 3,426            128       4,536 
------------------------------------  ------------  --------------------  -------------  ---------- 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

   9.   Provisions (continued) 

Employee related provisions include a provision for unpaid annual leave based on Fijian labour legislation, and a provision for legally required workers compensation relating to work injuries. Based on current estimates, these are expected to realise in approximately 10 years.

The provision for mine rehabilitation represents the current mine closure plan. The present value of the estimated cost is capitalised as property, plant and equipment. Over time the discounted liability will be increased for the change in the present value based on the discount rates that reflect the current market assessments and the risks specific to the liability. The provision for Mine rehabilitation is expected to be expensed over 10 years. This is based on the current economic useful life of seven years plus a further three years of rehabilitation. The economic useful life is dependent on the economic viability of extracting the contained Mineral Reserves and may vary on a year by year basis dependant on the mining / processing costs and the price of gold. In addition the quantum of the provision may vary on a year by year basis dependant on the costs associated with executing the Mine Rehabilitation Plan.

Long Service Leave is a contractual obligation for additional leave days earned by employees with 10 years or more service. Based on current estimates, these are expected to realise in approximately 10 years.

10. Share capital

 
                                                              Group and Company 
------------------------------------------  ------------  ------------------------ 
 (a) Share Capital 
                                               28-Feb-13     29-Feb-12   31-Aug-12 
                                             (Unaudited)   (Unaudited)   (Audited) 
                                                 GBP'000       GBP'000     GBP'000 
------------------------------------------  ------------  ------------  ---------- 
 
 Allotted, issued and fully paid 
 116,558,339 ordinary shares of 5p each 
 (31 Aug 2012: 96,558,339 ordinary shares 
  of 5p each)                                      5,828         4,378       4,828 
------------------------------------------  ------------  ------------  ---------- 
 

(b) Share issues during the period

The following shares were issued during the period ended 28 February 2013:

 
                                  Issue      Par                                                          Value 
                                  value    value        Share                                         of shares 
                                    per      per      premium                    Share       Share       issued 
                                  Share    Share    per Share       Shares     Capital     premium     for cash 
                      Date          GBP      GBP          GBP       Number         GBP         GBP          GBP 
----------------  ------------  -------  -------  -----------  -----------  ----------  ----------  ----------- 
 
 Shares issued 
  for cash 
 Issue for cash     09/11/2012     0.33     0.05         0.28   20,000,000   1,000,000   5,600,000    6,600,000 
 
                                                                20,000,000   1,000,000   5,600,000    6,600,000 
 -----------------------------  -------  -------  -----------  -----------  ----------  ----------  ----------- 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

10. Share capital (continued)

   (c)      Warrants and options 

During the period ending 28 February 2013 the following movements occurred on the warrants and options to purchase 5p ordinary shares in Vatukoula Gold Mines Plc.

 
                        Average                                                                                          Number 
                       exercise                                                                                              of 
                          price     Number     Number                      Number     Number     Number     Number     warrants     Number     Number 
                            per         of         of           Number         of         of         of         of          and         of         of 
                          share    options    options       of options    options    options    options    options      options    options    options 
 Exercise 
 price                             GBP0.50    GBP0.70          GBP0.77    GBP0.88    GBP0.90    GBP0.95    GBP0.97      GBP1.00    GBP1.39    GBP1.75         Total 
-----------  ------------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------  -----------  ---------  ---------  ------------ 
 
 Balance at 
  1 
  September 
  2012                      1.1    863,000    360,000                -    235,000    400,000    365,000    700,000    4,200,000    484,112    800,000     8,407,112 
 Granted 
 during 
 the period                   -          -          -                -          -          -          -          -            -          -          -             - 
 Exercised 
 during 
 the period                   -          -          -                -          -          -          -          -            -          -          -             - 
 Expired 
 during 
 the period                   -          -          -                -          -          -          -          -            -          -          -             - 
-----------  ------------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------  -----------  ---------  ---------  ------------ 
 
 Balance at 
  28 
  February 
  2013                      1.1    863,000    360,000                -    235,000    400,000    365,000    700,000    4,200,000    484,112    800,000     8,407,112 
-----------  ------------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------  -----------  ---------  ---------  ------------ 
 
                        Average                                                                                          Number 
                       exercise                                                                                              of 
                          price     Number     Number                      Number     Number     Number     Number     warrants     Number     Number 
                            per         of         of           Number         of         of         of         of          and         of         of 
                          share    options    options       of options    options    options    options    options      options    options    options 
 Exercise 
 price                             GBP0.50    GBP0.70          GBP0.77    GBP0.88    GBP0.90    GBP0.95    GBP0.97      GBP1.00    GBP1.39    GBP1.75         Total 
-----------  ------------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------  -----------  ---------  ---------  ------------ 
 
 Balance at 
  1 
  September 
  2011                      1.1    863,000          -                -    235,000    400,000    365,000    700,000    4,200,000    484,112          -     7,247,112 
 Granted 
  during 
  the 
  period                    1.1          -    360,000        9,000,000          -          -          -          -            -          -    800,000    10,160,000 
 Exercised 
 during 
 the period                   -          -          -                -          -          -          -          -            -          -          -             - 
 Expired 
  during 
  the 
  period                    0.8          -          -      (9,000,000)          -          -          -          -            -          -          -   (9,000,000) 
-----------  ------------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------  -----------  ---------  ---------  ------------ 
 
 Balance at 
  31 
  August 
  2012                      1.1    863,000    360,000                -    235,000    400,000    365,000    700,000    4,200,000    484,112    800,000     8,407,112 
-----------  ------------------  ---------  ---------  ---------------  ---------  ---------  ---------  ---------  -----------  ---------  ---------  ------------ 
 

At the period end 6,347,112 options (31 August 2012: 6,347,112 options) are exercisable.

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

10. Share capital (continued)

   (c)      Warrants and options (continued) 
 
               Average                                                                   Number 
              exercise                                                                       of 
                 price    Number     Number    Number    Number    Number    Number    warrants    Number    Number 
                   per        of         of        of        of        of        of         and        of        of 
                 share   options    options   options   options   options   options     options   options   options 
 Exercise 
 price                   GBP0.50    GBP0.70   GBP0.88   GBP0.90   GBP0.95   GBP0.97     GBP1.00   GBP1.39   GBP1.75       Total 
-----------  ---------  --------  ---------  --------  --------  --------  --------  ----------  --------  --------  ---------- 
 
 Balance at 
  1 
  September 
  2011             1.1   863,000          -   235,000   400,000   365,000   700,000   4,200,000   484,112         -   7,247,112 
 Granted 
  during 
  the 
  period           1.4         -    360,000         -         -         -         -           -         -   800,000   1,160,000 
 Exercised 
 during 
 the period          -         -          -         -         -         -         -           -         -         -           - 
 Expired 
 during 
 the period          -         -          -         -         -         -         -           -         -         -           - 
-----------  ---------  --------  ---------  --------  --------  --------  --------  ----------  --------  --------  ---------- 
 
 Balance at 
  29 
  February 
  2012             1.1   863,000    360,000   235,000   400,000   365,000   700,000   4,200,000   484,112   800,000   8,407,112 
-----------  ---------  --------  ---------  --------  --------  --------  --------  ----------  --------  --------  ---------- 
 

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

11. Post balance sheet events

On 8 April 2013 the Company announced that it had entered into a subscription agreement with Zhongrun International Mining Co. Ltd. ("Zhongrun") whereby Zhongrun subscribed for 8,800,000 new ordinary shares in the Company at a price of GBP0.15 per share (the "Subscription Shares") to raise GBP1.32 million (the "Subscription Agreement"). The Subscription Shares represent approximately 6.96% of the enlarged issued share capital of the Company, increasing Zhongrun's holding to 37,800,000 ordinary shares, representing approximately 29.91% of the enlarged share capital of the Company.

On 20 May 2013 the Company announced it has entered into a subscription agreement with SCD Energy Inc., ("Subscriber"), which is an indirectly wholly owned subsidiary of DRK Energy Co., Limited ("DRK") whereby the Subscriber has subscribed for 30,000,000 new ordinary shares in the Company at a price of GBP0.15 per share (the "Subscription Shares") to raise GBP4.5 million (the "Subscription Agreement"). The Subscription Shares will represent approximately 19.2% of the enlarged issued share capital of the Company. The first tranche was completed by the 28 May 2013 and the second will be completed by the 17 June 2013.

In addition, under the Subscription Agreement, the Company and DRK have agreed to work in conjunction to source the required debt financing to fund the Company's planned expansion programme. Should VGM enter into a debt financing package facilitated or introduced by DRK of no less than US$40 million within 120 days of the Subscription Agreement ("Debt Financing") DRK will have the option to acquire an additional 24,000,000 new ordinary shares in the Company (the "Option") at an exercise price of GBP0.15 per share.

If, however the Company secures the Debt Financing within the 120 days from institutions that it is currently in discussions with, the Option exercise price will be the lower of GBP0.25 or 90% of the five day trading volume weighted average price ("VWAP") following the announcement of the Debt Financing. These terms will also apply if no debt financing is secured within the 120 days, in which case the VWAP will be based on the 5 trading days after the expiry of the 120 day period. The issue of shares under the option would be subject to approval at a general meeting which will be convened once the Company has more certainty on the nature and timing of the Debt Financing.

If exercised, the Option would represent approximately 13.3% of the enlarged issued share capital of the Company and in aggregate with Subscription Shares DRK, the Subscriber would hold approximately 29.9% of the enlarged issued share capital of the Company.

In conjunction with the Subscription Agreement, the Company has agreed that the Subscriber will be entitled to nominate 2 directors for appointment to the board on completion of the first tranche of the Subscription Agreement. Their appointment will be subject only to approval by relevant regulatory authorities. Initially both of these directors will hold non-executive positions on the board. However, once a suitably qualified candidate has been identified, one of the Subscriber's nominee non-executive directors will resign and this candidate will be appointed as an executive director and Chief Operating Officer.

On 22 May 2013 the Company announced that Colin Orr-Ewing has tendered his resignation as Chairman and stepped down from the Board of the Company with immediate effect. The company appointed Yingbin Ian He, an existing director of the Company, as Non-Executive Chairman, with immediate effect.

12. Capital Commitments

Capital commitments as at 28 February 2013 amounted to GBP438,900 (31 August 2012; GBP495,728). These commitments are in relation to projected expenditure on mine properties and development.

13. Related party transactions

During the period, the Company paid consultancy fees of GBPnil (31 August 2012: GBP59,500) to Promaco Ltd, a company related to J I Stalker, director of Vatukoula Gold Mines Plc. There were no amounts payable to Promaco Ltd at the period end.

14. Contingent liabilities

No significant changes in contingent liabilities occurred since the end of last annual reporting period.

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTHS ENDED 28 FEBRUARY 2013

15. Restatement of prior year numbers

Comparative numbers for the 6 months ended 29 February 2012 have been restated to reflect the annual financial statements for the year ended 31 August 2012 regarding the transfer of GBP250,000 from Property, Plant and Equipment to acquisition costs. The amount was originally impaired in the 6 months statements for 29 February 2012.

16. Changes to accounting estimates

The following changes to accounting estimates were made in the 2013 financial year in accordance with IAS 8.39:

-- The basis for the Unit of production calculation used to determine the amortisation rate for intangible assets has been changed to the total expected delivered ounces per the Life of Mine plan. Previously, opening contained Reserves per the prior year Reserves & Resources report was used a base for this calculation. This resulted in a decrease in amortisation of GBP320,274

   --      The impact of the above change in estimate also reduced the Taxation credit GBP74,124 

-- The basis for the Unit of production calculation used to determine the depreciation rate for Mineral Properties and Development has been changed to the total expected delivered ounces per the Life of Mine plan. Previously, opening contained Indicated Resources per the prior year Reserves & Resources report was used a base for this calculation. This resulted in an increase in depreciation of GBP79,179

-- The allocation of development related overheads between operating expenditure and capitalised MPD was calculated on a per tonne basis. Previously, this allocation was calculated on a per metre basis. This reduced cost of sales by GBP2.8 million and increased capitalised MPD by GBP2.8million.

17. Cautionary Statement

The interim results announcement contains forward looking statements. These have been made by the Directors in good faith based on the information available to them up to the time of their approval of this report. The Directors can give no assurance that these expectations will prove to have been correct. Due to the inherent uncertainties, including both economic and business risk factors underlying such forward looking information, actual results may differ materially from those expressed or implied by these forward looking statements. The Directors undertake no obligation to update any forward looking statements whether as a result of new information, future events or otherwise.

There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remainder of the financial year and could cause actual results to differ materially from expected and historical results. These include but are not limited to, competitor activity and competition risk, changes in foreign exchange and commodity price and the political and economic risks of operating in Fiji.

18. Approval of interim financial statements

The interim financial statements for the six months ended 28 February 2013 were approved by the board of directors on 30 May 2013.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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