Final Results

Posted in 2014

CHAIRMAN’S STATEMENT

I am pleased to present your Company’s report for the year to 30 June 2014.

 

The past year has been challenging. I had hoped that by now I would have been able to report that the Company’s shares are trading on AIM; sadly, I cannot. A year ago, we were in the early stages of preparing to move from ISDX to AIM; we had appointed a prospective Nomad and Broker; we were initiating the due diligence and legal processes required for an AIM admission and were aiming for admission before Christmas 2013. Unfortunately, we were beset by a series of challenges. These were overcome but resulted in considerable delay.

 

During the summer we completed the documentation for our proposed AIM Admission, undertook a successful roadshow and exceeded the target fundraising. The GBP1m raised was more than sufficient to enable us to undertake the initial planned exploration programme. However, these funds had to be returned to investors as, at that time, we were unable to satisfy all of the required conditions for AIM admission.

 

Since June the Board has been looking at various strategies to build the Company. We are now in detailed discussions to add additional properties to the interests of the Company. The Company will make announcements as progress is made over the coming months.

 

I thank all shareholders for their patience and commitment to Goldcrest and my thanks also to the Board for their resilience during what has been a very difficult year.

 

 

John Watkins

Chairman

 

 

 

MANAGING DIRECTORS’ STATEMENT

In the face of adverse market conditions, Goldcrest has achieved significant milestones in the twelve months to 30 June 2014. We successfully converted our exploration licence at Zamsa into a drilling licence: at Fumbisi our tenement was renewed and enlarged; and we materially completed our AIM documentation.

 

In spite of this progress, and an oversubscribed capital raising in conjunction with the proposed move to AIM, Goldcrest has had to postpone its plans.  This is in part due to the structure of the Company’s ownership of its exploration licences in Ghana.  While it is obviously disappointing that we were not able to meet all of the necessary requirements on this occasion, we will continue to work to this objective.

 

Notwithstanding the fact that we remain intensely frustrated with the outcome, we must temper our judgement with the knowledge of what we did achieve.  In difficult markets, we were able to attract funding to grow the Company at a time when most of our peers are withdrawing from further exploration.  We were one of the few mineral exploration companies looking to move forwards at a time when most are looking back.  These attributes will stand us in good stead as the Company progresses.

 

We are pleased to have retained the support of our partners, whilst simultaneously looking to take advantage of market conditions and acquire additional assets.  In Ghana, as in West Africa as a whole, opportunities have emerged from the decrease in exploration activity and we believe we will be well positioned when sentiment turns.

 

Lastly, we have only come as far as we have due to the patience and ongoing efforts of the Board, who have continued to offer their full support over the course of the year and my thanks go to them.

 

 

 Frederick Bell

Managing Director

 

 

STRATEGIC REPORT

Principal activities and future developments

The principal activity of the Company in the year under review has been to continue to evaluate opportunities for gold exploration in Ghana and to prepare the Company for admission to AIM.

The future developments are given in the Managing Director’s Statement.

 

Principal risks and uncertainties

The management of the business and the execution of the Board’s strategy are subject to a number of risks:

  • Exploration is speculative in nature.
  • The economic viability of a project is affected by world commodity prices.
  • Commodity prices are subject to international economic trends, currency fluctuations and consumption patterns.
  • The Company’s activities are undertaken in developing countries rather than the United Kingdom.

 

 

DIRECTORS’ REPORT

The Directors present their eighth annual report on the affairs of the Company, together with the financial statements for the year ended 30 June 2014.

Results and dividends

The results for the period and the financial position of the Company are shown in the following financial statements.

The Company has incurred a pre-tax loss of £316,020 (2013: Loss of £133,785).

The Company has net liabilities of £245,496 (2013 net liabilities of £29,952).

The Directors cannot recommend the payment of a dividend.

Key performance indicators

Given the straightforward nature of the Company’s activities, the Company’s directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.

Directors

The Directors who served during the period were as follows: 

 

John Watkins

Callum N Baxter

Frederick Bell

Gavin Burnell

Shaun C Dowling

 

Share capital

During the year, the following shares were issued for cash:

  • Issued 26 September 2013 at a price of £0.00067  75,000,000 to raise £50,000
  • Issued                                                                          18 October 2013 at a price of £0.00067 79,314,000 to raise                £52,876

                                                                                                                                        ______

  • Total:                                                                                                                   £102,876

                                                                                                                                     _______

Charitable and political donations

During the period there were no charitable or political contributions.

Payment of suppliers

The Company’s policy is to settle terms of payment with suppliers when agreeing terms of business, to ensure that suppliers are aware of the terms of payment and to abide by them.   It is usual for suppliers to be paid within fourteen days of receipt of invoice.  At 30 June 2014, the Company’s creditors were equivalent to 213 days’ costs (2013: 15 days’ costs).

Significant shareholdings

On 30 June 2014 the following were registered as being interested in 3% or more of the Company’s ordinary share capital:

 

30 June 2014

30 June 2013

 

Ordinary shares of £0.0005 each

Percentage of issued share capital

Ordinary shares of £0.0005 each

Percentage of issued share capital

Pershing Nominees Limited **

R Bruce Rowan

Starvest plc ***

Fitel Nominees Limited **

Banyan Global LLC

Hot Rocks Investments plc **

Woodland Capital Limited **

204,714,000

145,000,000

59,400,000

51,714,285

50,000,000

-

-

23.86%

16.90%

6.92%

6.03%

5.83%

-

-

25,400,000

70,000,000

59,400,000

51,714,285

50,000,000

50,000,000

50,000,000

3.61%

9.95%

8.44%

7.34%

7.10%

7.10%

7.10%

Roy Clifford Tucker

TD Direct Investing Nominees (Europe) Limited

35,003,500

31,475,000

4.08%

3.67%

35,003,500

32,125,000

4.97%

4.56%

Shaun Coleman Dowling

Winterflood Securities Limited

26,628,888

26,206,444

3.10%

3.05%

26,628,888

26,206,444

3.78%

3.72%

JIM Nominees Limited

 

-

 

-

 

22,627,743

 

3.22%

 

** Gavin Burnell, a director of the Company, is a director of Hot Rocks Investments plc and of Woodland Capital Limited as well as being interested in 55,000,000 (2013: 50,000,000 shares) held by Fitel Nominees Limited. 

*** John Watkins, a director of the Company, is also a director of Starvest plc.

Financial instruments

The main financial risks arising from the Company’s activities are liquidity risk and currency risk.  These are monitored by the Board and were not considered to be significant at the balance sheet date.

The Company relies upon working capital injected via the issue of shares to support its exploration and administrative activities.  Budgets are regularly prepared and fund raising initiatives undertaken as and when required.  This risk is inherent to the nature of the business and is managed to the best of the Board’s ability.

Funds are primarily maintained in sterling to minimise foreign exchange risk which is inherent in the Company’s activities and accepted as such.

Post balance sheet events

The post balance sheet events are set out in Note 24 to the accounts.

Auditors

The auditors, Fryza Bannister Financials Limited, will be proposed for reappointment in accordance with the Companies Act 2006.

Remuneration

Fees were paid to the Managing Director for the year.  Otherwise, no directors’ fees or payments for professional services were made in the year.  Related party transactions are set out in Note 23.

Management incentives

An option agreement dated 21 January 2014 entered into by the Company and Frederick Bell pursuant to which the Company granted options over 50,000,000 new Ordinary shares to the holder exercisable at a price of £0.0005 per share for a period of ten years from the date of future AIM Admission. 

Otherwise, no options or other incentives to management were issued

Corporate governance

It is the opinion of the Board that compliance with the recommendations of the Combined Code on corporate governance at this stage in its development would be unduly onerous bearing in mind the size of the business and limited cash resources.  However, the Board has established such procedures as are appropriate for the size of the business and will keep the matter under review.  In this context, the Board has established three committees of the Board:

  • Remuneration Committee comprising John Watkins as chairman and Shaun Dowling which meets twice a year;
  • Audit Committee comprising Shaun Dowling as chairman and John Watkins;
  • AIM Compliance Committee comprising Gavin Burnell as chairman and John Watkins intended to become active on a move to AIM but in the meantime monitoring procedures and controls whilst the Company remains on ISDX.

Control procedures

The Board has approved financial budgets and cash forecasts; in addition, it has implemented procedures to ensure compliance with accounting standards and effective reporting.

Going concern

Fryza Bannister have not qualified their audit opinion but included the following ‘emphasis of matter’ statement:

Without qualifying our opinion, we draw your attention to note 4.3 “Significant accounting judgements, estimates and assumptions, a) going concern”.  Following the Company’s unsuccessful attempt to gain admission to the AIM Market of the London Stock Exchange, the Company was left with significant debts to various advisers for services rendered.

Short term funding has been achieved by the issue of 181,818,181 new Ordinary shares on 14 November 2014 and a further 90,909,090 new Ordinary shares on 27 November 2014 to raise a total of £150,000 of new capital (£135,000 net of costs).  Also, the Company is in negotiation with key suppliers to defer payment until such time as the Company gains admission to AIM or there is a general distribution to creditors.  Additional borrowings of £15,000 have been raised. These measures, taken together, have been sufficient to meet the short term funding requirement of the Company.

Despite these measures, the Company has insufficient funds for the foreseeable future; additional funds will be required to safeguard the Company’s position.

The Board are looking at various strategies to secure the future of the Company and believe it to be appropriate to prepare these financial statements on a going concern basis.  These conditions indicate the existence of a material uncertainty that may cast significant doubt about the company’s ability to continue as a going concern.  The financial statements do not include the adjustments that would be necessary should the going concern basis be inappropriate.

 

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

 

Directors' responsibilities for the financial statements

The directors are responsible for preparing the financial statements in accordance with applicable law and practice.  The directors are required to prepare financial statements in accordance with the International Financial Reporting Standards (“IFRS”), as adopted by the European Union.  Accordingly, these statements reflect the assumptions made by the Board about the standards, interpretations and the policies now applicable.

Company law in the United Kingdom requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year.  In preparing those financial statements, the directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgements and estimates that are reasonable and prudent;
  • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the Company’s auditors are unaware and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.for the year ended 30 June 2014
  • Statement of comprehensive income
  • The maintenance and integrity of the Company’s website is the responsibility of the directors: the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
  • The directors are responsible for keeping proper accounting records, for safeguarding the assets of the company and for taking reasonable steps for the prevention and detection of fraud and other irregularities. They are also responsible for ensuring that the annual report includes information required by ISDX, formerly PLUS Markets.

 

 

 

Year ended 30 June 2014

£

 

9 months ended 30 June 2013

£

Continuing operations

 

 

 

 

 

 

Finance income

 

 

 

-

 

3,646

Exploration costs

 

 

 

(96,202)

 

(85,471)

Administrative expenses

 

AIM admission costs

 

 

 

(88,297)

 

(122,495)

 

(51,335)

 

-

Finance costs

 

 

 

(9,026)

 

(625)

Loss before and after taxation

 

 

 

(316,020)

 

(133,785)

 

Loss for the year

 

 

 

 

(316,020)

 

 

(133,785)

 

 

 

 

 

 

Total comprehensive expense for the year

 

 

(316,020)

 

(133,785)

 

Loss per share

 

Basic

 

 

 

 

 

 

(0.039)

 

 

 

 

(0.027)

 

Diluted

 

 

 

-

 

 

-

 

 

 

 

 

Statement of financial position

as at 30 June 2014

 

 

 

30 June

2014

£

 

30 June

 2013

£

 

 

 

 

 

 

Current assets

Cash and cash equivalents

Trade and other receivables

 

 

 

 

335

7,810

 

 

36,646

8,143

Total current assets

 

 

 

8,145

 

44,789

Total assets

 

 

 

8,145

 

44,789

 

Equity and Liabilities

Capital and reserves attributable to

Equity holders of the company

 

 

 

 

 

 

Called-up share capital

Share premium reserve

Retained earnings

 

 

 

429,037

1,626,068

(2,300,601)

 

351,880

1,602,749

(1,984,581)

 

Total Equity

 

 

(245,496)

 

(29,952)

 

Liabilities

Current liabilities

 

 

 

 

 

Trade and other payables

Borrowings

Provisions

 

 

 

153,824

89,500

10,317

 

14,424

50,000

10,317

Total current liabilities

 

 

253,641

 

74,741

Total equity and liabilities

 

 

8,145

 

44,789

 

The financial statements were approved by the Board of Directors and authorised for issue on 27 November 2014.

 

Statement of changes in equity

for the year ended 30 June 2014

 

 

 

Attributable to Equity Holders

 

 

Called up share capital

Share premium account

Share option reserve

Retained earnings

Option premium on convertible notes

Total equity

 

£

£

£

£

£

£

As at 30 September 2012

203,280

1,588,249

37,690

(1,891,886)

3,400

(59,267)

 

Loss for the period

 

-

 

-

 

-

 

(133,785)

 

-

 

(133,785)

Transfer of share option reserve

-

-

(37,690)

37,690

-

-

Transfer of option premium

-

-

-

3,400

(3,400)

-

 

 

 

 

 

 

 

Transactions with owners

Issue of shares

 

148,600

 

14,500

 

-

 

-

 

-

 

163,100

 

Total transactions with Owners

 

148,600

 

14,500

 

-

 

-

 

-

 

163,100

 

As at 30 June 2013

 

351,880

 

1,602,749

 

-

 

(1,984,581)

 

-

 

(29,952)

 

Loss for the year

 

-

 

-

 

-

 

(316,020)

 

-

 

(316,020)

 

 

 

 

 

 

 

Transactions with owners

Issue of shares

 

77,157

 

25,719

 

-

 

-

 

-

 

102,876

Expenses of issue

-

(2,400)

-

-

-

(2,400)

 

Total transactions with owners

 

77,157

 

23,319

 

-

 

-

 

-

 

100,476

 

As at 30 June 2014

 

429,037

 

1,626,068

 

-

 

(2,300,601)

 

-

 

(245,496)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of cash flows

for the year ended 30 June 2014

 

 

Year  ended 30 June

 2014

£

 

9 months ended 30 June

 2013

£

Cash flows from operating activities

Loss before taxation

 

 

(316,020)

 

 

(133,785)

Adjustments for:

Non cash payments

Interest income

Finance costs

 

 

-

-

9,026

 

 

8,476

(3,646)

625

 

 

(306,994)

 

(128,330)

Movements in working capital:

 

Decrease/(increase) in trade and other receivables

Increase/(decrease) in trade and other payables

 

 

 

333

133,250

 

 

 

 

(5,489)

(343)

 

 

 

 

133,583

 

(5,832)

 

Cash outflow from operations

 

 

 

(173,411)

 

 

(134,162)

Cash flows from investing activities

Interest received

Finance costs

 

 

-

-

 

 

3

(625)

 

Net cash flows generated by investing activities

 

 

 

-

 

 

(622)

Cash inflows from financing activities

Proceeds from issue of shares

Expenses of share issue

Proceeds from borrowings

Repayment of borrowings

 

 

50,000

(2,400)

89,500

-

 

 

154,624

-

50,000

(50,000)

 

Net cash flows from financing activities

 

 

 

137,100

 

 

154,624

 

(Decrease)/net increase in cash and cash

equivalents

 

 

 

(36,311)

 

 

19,840

 

Cash and cash equivalents at the beginning

 of year

 

 

36,646

 

16,806

Cash and cash equivalents at end of year

 

 

335

 

36,646

 

 

 

Loss per share

 

Year ended

30 June 2014

 

£

9 months ended 30 June 2013

£

 

Loss per share - basic

 

(0.039)

(0.027)

 

The basic loss per share is derived by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares in issue.

 

 

 

Year ended

30 June 2014

 

£

9 months ended 30 June 2013

£

 

 

 

 

 

Loss for the year (used in calculation of

                total basic loss per share)                                

(316,020)

(133,785)

 

Loss used in the calculation of basic earnings

                per share from continuing operations          

 

(316,020)

 

(133,785)

 

Weighted average number of Ordinary shares

                of £0.0005 in issue

 

816,090,564

 

504,087,612

 

In view of the loss for the year, diluted earnings per share has not been calculated; the options and warrants have no dilutive effect.

.

The Directors of the Issuer accept responsibility for this announcement.

 

--ENDS--

 

Goldcrest Resources plc

Frederick Bell,

Managing Director

Tel: 0755 4872 794

This email address is being protected from spambots. You need JavaScript enabled to view it.

 

John Watkins,

Chairman

Tel: 01483 771992

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Cairn Financial Advisers LLP

Avi Robinson / Jo Turner

Tel: 020 7148 7900