Final Results

Posted in 2015

CHAIRMAN’S STATEMENT

In a very challenging market we have taken advantage of the opportunity to build on the company’s focused portfolio of gold interests. Earlier this year we announced the acquisition of the Akoko Gold project from an ASX-listed company.  Historically the project has had approximately A$4m expended on exploration, leading to a JORC compliant resource of 93,000 ounces gold with significant potential for expansion. There remains potential for consolidation in the region which is a primary objective of Goldcrest.

 

In north east Ghana, we have applied for a Prospecting Licence at Fumbisi, where exploration during the year identified a number of high-grade veins.  At Zamsa, where we are considering a drill programme, we have spoken to potential partners and continue to liaise with our local partner on future plans for the project.

 

Corporately - we pass our utmost thanks to John Watkins and Shaun Dowling who retired from the Board during the period.  They have assisted in managing the company though a very difficult time for exploration companies.

 

We have managed to raise some capital during the year which leaves us well-placed to implement our short-term plans. 

 

We look forward to reporting continued progress.

 

Gavin Burnell

Chairman

 

 

MANAGING DIRECTOR’S STATEMENT

When Goldcrest announced its entrance into Ghana, the gold industry was buoyant, junior and mid-tier companies had successfully discovered, developed and sold a number of a projects across the country and north east Ghana offered a great opportunity for entrepreneurial young companies. 

 

The Birimian greenstones belts in the region had been worked productively by local artisanal miners since the 1990s when many were relocated from the south and the area had become one of the largest sources of gold from small-scale production in Ghana.  Despite this, there had been relatively little historical exploration, with the vast majority of effort focused in the south of the country, particularly on the Ashanti belt.  This meant there was an opportunity for Goldcrest to seek first-mover advantage in a geologically attractive, but historically under-explored region in a top ten gold producing country.

 

However times have changed; early-stage and large-scale opportunities have become less attractive as exploration capital has dried up and the focus has moved to cash-flow and advanced projects that can produce tangible returns for investors in the short term.

 

It is for this reason we announced the acquisition of the Akoko Gold project in May.  With a JORC-compliant, primarily oxide resource, adjacent and approximately 5km east of Endeavour Mining’s Nzema Mine in south east Ghana, it offered a route to potential development in a timescale that would be more attractive to investors.  It was also a very good deal from Goldcrest’s perspective, acquiring a licence that has had approximately A$4m spent on it, with significant potential to expand the 92,800koz @ 1.9 g/t Au resource.  Furthermore the Company believes there remain other opportunities in the area and continues to look at the possibility of consolidating some of these licences.

 

This development does not mean that Goldcrest will pivot away from north east Ghana, in fact we have applied for a Prospecting Licence at Fumbisi, where exploration during the year identified a number of high-grade veins and we are more eager than ever to advance work on the project.  While we need to husband our resources and ensure we focus on the best prospects moving forward the high-grade potential demonstrated at Fumbisi clearly shows this.  At Zamsa, where the next stage is likely to be a drill programme, we have spoken to potential partners and will continue discussions on the best way forward for the project with our local partner.

 

On a corporate level we were sad to see John Watkins and Shaun Dowling retire from the Board; they have been unwavering in their support for the Company and we wish them all the best for the future.  The funds raised during the year have enabled us to strengthen our position and as we look towards a future AIM application we intend to strengthen the Board with additional technical and commercial experience.

 

 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 ninth annual report on the affairs of the Company, together with the financial statements for the year ended 30 June 2015.

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 £115,300 (2014: Loss of £316,020).

The Company has net liabilities of £40,298 (2014 net liabilities of £245,496).

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: 

 

Callum N Baxter

Frederick Bell

Gavin Burnell

Shaun C Dowling – resigned 25 March 2015

John Watkins – resigned 25 March 2015

 

Share capital

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

  • Issued 13 November 2014 at a price of      £0.00055 - 181,818,181 to raise                 £100,000
  • Issued 27 November 2014 at a price of      £0.00055 - 90,909,090 to raise                   £50,000
  • Issued 10 December 2014 at a price of       £0.00055 - 181,818,181 to raise                £100,000
  • Issued 15 December 2014 at a price of       £0.00055 - 90,909,091 to raise                  £50,000
  • Issued 27 March 2015 at a price of              £0.00055 - 90,909,091 to raise                 £50,000

                                                                                                                                        _______

  • Total:                                                                                                                     £350,000

                                                                                                                                        _______

On 29 April 2015, 1,548,200 shares were issued at 0.2p a share as part of a settlement of a claim by two employees of the Company’s former subsidiary, Lisungwe Mineral Resources Limited, for which provision had been made in a previous accounting period.

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.  At 30 June 2015, the Company’s creditors were equivalent to 241 days’ costs (2014: 213 days’ costs).

Significant shareholdings

On 30 June 2015 the following were registered as being interested in 3% or more of the Company’s ordinary share capital:

 

30 June 2015

30 June 2014

 

Ordinary shares of £0.0005 each

Percentage of issued share capital

Ordinary shares of £0.0005 each

Percentage of issued share capital

SVS(Nominees)Limited

Pershing Nominees Limited **

R Bruce Rowan

Starvest plc

Fitel Nominees Limited **

Banyan Global LLC

Caroline Lesley Naylor

585,228,883

204,314,000

145,000,000

59,400,000

50,000,000

50,000,000

47,500,000

39.12%

13.66%

9.69%

3.97%

3.34%

3.34%

3.18%

-

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%

-

Roy Clifford Tucker

TD Direct Investing Nominees (Europe) Limited

-

-

-

-

35,003,500

31,475,000

4.08%

3.67%

Shaun Coleman Dowling

Winterflood Securities Limited

-

-

-

-

26,628,888

26,206,444

3.10%

3.05%

 

** Gavin Burnell, a director of the Company, has an interest in 55,000,000 shares (2014: 55,000,000 shares) held by Fitel Nominees Limited and Pershing Nominees Limited.

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 23 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 directors as detailed at Note 9 to the accounts.

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 two committees of the Board:

  • Remuneration Committee comprising Gavin Burnell as chairman and Callum Baxter which meets twice a year;
  • Audit Committee comprising Gavin Burnell as chairman and Callum Baxter;

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

Notwithstanding the loss incurred during the year under review and the deficit of Shareholders’ equity at the balance sheet date, the Directors are of the opinion that preparation of the Company’s accounts on a going concern basis is appropriate.  It remains the belief of the Board that a future is possible although uncertainty does exist with regard to the availability of future funding.  This has been raised by the Company’s auditors within the audited financial statements for the year ended 30 June 2015 (a copy of which has been made available on the Company’s website) and summarised below.

 

Emphasis of Matter – Going Concern

 

The audited financial statements include an emphasis of matter (without modification of the audit opinion) drawing attention to the significant accounting judgements, estimates and assumptions of the company. The auditors have concluded that there exists a material uncertainty that may cast doubt over the Company’s ability to continue as a going concern and that 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.

 

Statement of comprehensive income

for the year ended 30 June 2015

                                                                                               Notes                               Year ended                    Year ended

                                                                                                                                      30 June 2015                 30 June 2014

                                                                                                                                                           £                                      £

 

 

Exploration costs                                                                                                                  (25,913)                          (96,202)

 

Administrative expenses                                                        7                                               (72,103)                          (88,297)

 

AIM admission costs                                                                                                                        -                        (122,495)

 

Finance costs                                                                       6                                               (17,284)                            (9,026)

                                                                                                                                            ________                      ________

 

Loss before and after taxation                                                                                                 (115,300)                       (316,020)

                                                                                                                                            ________                      ________

 

Loss for the year                                                                                                                         (115,300)                       (316,020)

                                                                                                                                            ________                      ________

 

Total comprehensive expense for the year                                                                            (115,300)                       (316,020)

                                                                                                                                            ________                      ________

 

Loss per share

 

Basic                                                                                      10                                              (0.009)                            (0.039)

                                                                                                                                            ________                      ________

 

Diluted                                                                                                                                               -                                       -

                                                                                                                                            ________                      ________

 

Statement of financial position

as at 30 June 2015

                                                                                               Notes                            30 June 2015                 30 June 2014

                                                                                                                                                           £                                      £

Current assets

Cash and cash equivalents                                                11                                                   178,620                              335

Trade and other receivables                                              12                                                       7,534                              7,810

                                                                                                                                            ________                      ________

 

Total current assets                                                                                                                   186,154                              8,145

                                                                                                                                            ________                      ________

 

Total assets                                                                                                                                186,154                              8,145

                                                                                                                                            ________                      ________

Equity and liabilities

 

Capital and reserves attributable to

Equity holders of the company

Called-up share capital                                                      13                                            747,993                          429,037

Share premium reserve                                                    14                                         1,627,610                      1,626,068

Retained earnings                                                              14                                       (2,415,901)                    (2,300,601)

                                                                                                                                            ________                      ________

 

Total equity                                                                                                                          (40,298)                       (245,496)

                                                                                                                                            ________                      ________

Liabilities

 

Current liabilities

Trade and other payables                                                      16                                            153,702                          153,824

Borrowings                                                                          17                                              72,750                            89,500

Provisions                                                                            18                                                         -                            10,317

                                                                                                                                            ________                      ________

 

Total current liabilities                                                                                                               226,452                          253,641

                                                                                                                                            ________                      ________

 

Total equity and liabilities                                                                                                         186,154                              8,145

                                                                                                                                            ________                      ________

 

The financial statements were approved by the Board of Directors and authorised for issue on 30 November 2015.

 

Statement of changes in equity

for the year ended 30 June 2015

 

                                                                                                                           Attributable to Equity Holders

                                                                                    Called up                     Share               Retained                       Total

                                                                                          Share               premium                earnings                    equity

                                                                                        Capital                  account

                                                                                                  £                             £                             £                             £

 

As at 30 June 2015                                                    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

Expense 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)

                                                                                   ________              ________              ________             ________

 

Loss for the year                                                                     -                              -               (115,300)              (115,300)

 

Transactions with owners

Issue of shares                                                            318,956                   34,142                              -                 353,098

Expense of issue                                                                    -                  (32,600)                             -                  (32,600)

                                                                                   ________              ________              ________             ________

 

Total transactions with owners                                     318,956                      1,542                              -                 320,498

                                                                                   ________              ________              ________             ________

 

As at 30 June 2015                                                    747,993              1,627,610            (2,415,901)                 (40,298)

                                                                                   ________              ________              ________             ________

 

 

Statement of cash flows

for the year ended 30 June 2015

                                                                                                           Notes                               Year ended                    Year ended

                                                                                                                                                  30 June 2015                 30 June 2014

                                                                                                                                                                        £                                       £

 

Cashflows from operating activities                                                                                                                                                 

Loss before taxation                                                                                                                          (115,300)                        (316,020)

Adjustment for:

Finance costs                                                                                                                                      17,284                               9,026

                                                                                                                                                        ________                      ________

                                                                                                                                                       (98,016)                        (306,994)

 

Decrease in trade and other receivables                                                                                                 276                                  333

Increase in trade and other payables                                                                                                    1,778                          133,250

Decrease in provisions                                                                                                                        (7,219)                                      -

                                                                                                                                                        ________                      ________

 

                                                                                                                                                         (5,165)                         133,583

                                                                                                                                                        ________                      ________

 

Cash outflow from operations                                                                                                                (103,181)                     (173,411)

                                                                                                                                                        ________                      ________

 

Cash flows from financing activities

Proceeds from issue of shares                                                                                                                  350,000                            50,000

Expenses of share issue                                                                                                                    (35,000)                           (2,400)

Interest paid                                                                                                                                    (16,784)                                     -

Proceeds from borrowings                                                                                                                 15,000                            89,500

Repayment of borrowings                                                                                                                  (31,750)                                     -

                                                                                                                                                        ________                      ________

 

Net cash inflows from financing activities                                                                                         281,466                          137,100

                                                                                                                                                        ________                      ________

 

Net increase/(decrease) in cash and cash

equivalents                                                                                                                                             178,285                           (36,311)

 

Cash and cash equivalents at the beginning

of year                                                                                                                                                       335                            36,646

                                                                                                                                                        ________                      ________

 

Cash and cash equivalents at end of year                                11                                                   178,620                                  335

                                                                                                                                                        ________                      ________

 

 

Loss per share

 

Year ended

30 June 2015

 

£

Year ended 30 June 2014

£

 

Loss per share - basic

 

(0.009)

(0.039)

 

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 2015

 

£

Year ended 30 June 2014

£

 

 

 

 

 

Loss for the year (used in calculation of

                total basic loss per share)   

(115,300)

(316,020)

 

Loss used in the calculation of basic earnings

                per share from continuing operations        

 

(115,300)

 

(316,020)

 

Weighted average number of Ordinary shares

                of £0.0005 in issue

 

1,199,309,943

 

816,090,564

 

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--

 

ENQUIRIES:

Goldcrest Resources plc

Frederick Bell, Managing Director                          Tel: 07554 872 794

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

 

Cairn Financial Advisers LLP

Avi Robinson                                                                  Tel: 020 7148 7900