Final Results

Financial results for the nine month period ended 30 June 2013

 

CHAIRMAN’S STATEMENT

I am pleased to present your Company’s report for the nine month period to 30 June 2013.  2013 has been a period of change during which we have:

  •          raised new capital;
  •          welcomed Callum Baxter and Gavin Burnell to strengthen the Board;
  •          renamed the Company to better reflect the current activities;
  •          commenced the process of moving the listing to AIM from ISDX, and for this purpose:
  •          appointed new ISDX  advisers, Cairn Financial Advisers LLP.

Callum and Gavin both bring their respective fields of expertise to the Company’s benefit:  Callum is an experienced geologist and CEO of AIM-quoted Greatland Gold plc; Gavin is a financier and director of corporate finance with Northland Capital Partners Limited and a director of three AIM-quoted companies being Globo plc, Magnolia Petroleum plc and Sula Iron & Gold plc.

Frederick Bell has continued to be active in his efforts to promote the Company’s interests; he has successfully secured options over exploration rights at two properties in northeast Ghana both prospective for gold.  We look forward to reporting further progress in due course but, in the meantime, record our appreciation to him for his commitment and dedication to the task of increasing shareholder value.

I am sure that our shareholders will be pleased to see that the Company is moving forward.  We look forward to meeting some of you at the Annual General Meeting later this year on a date to be advised.

John Watkins

Chairman

 

EXECUTIVE DIRECTOR’S STATEMENT

In the nine months to 30 June 2013, the Company has undergone significant developments.  In January 2013, we announced the signing of option agreements and the start of due diligence on two gold exploration licences in northeast Ghana.  In March 2013, we welcomed Callum Baxter to the board as an Executive Director followed shortly afterwards by Gavin Burnell as a Non-Executive Director in April 2013 together with a fund-raising of £130,000. We then conducted an initial field visit to the projects and made initial payments on the option agreements, the terms of which have since been amended in the Company’s favour.  In May 2013, the Company’s name was changed to Goldcrest Resources plc.

 

During the period market conditions have remained challenging for mining companies, with reductions in discretionary spending and staff seen across the sector.  As part of this strategy to cut expenditure, major companies have taken the decision to defer early-stage exploration and focus on short-term goals.  We believe that the longer this goes on, the stronger the demand will be for good exploration projects when the market recovers.  The cutbacks currently being seen in exploration will inevitably lead to shortages developing and we hope to be well-positioned when the time comes. 

 

In this light, we have continued to keep costs to a minimum while planning our exploration program for the year ahead and I am very grateful to all of the directors for their efforts in this regard.  The strengthening of our management team was a key objective and both Callum and Gavin add to the Board significantly. Callum has over twenty years’ experience as a geologist, including as CEO of Greatland Gold plc, an AIM-quoted gold exploration company, while Gavin has twelve years’ experience as a corporate financier assisting start-ups and smaller companies on the ISDX and AIM markets in their financing, development of assets and flotations.  We have already benefitted from their involvement and look forward to further progressing the Company with them.

 

Looking ahead, our focus is to add value for our shareholders through successful exploration of our new projects and increasing the public profile of the Company.  Our intended move to AIM, which was announced subsequent to the period end, is fundamental to this and we are pleased to have appointed Cairn Financial Advisers LLP to assist in the process.  We look forward to keeping shareholders updated on progress throughout the year and believe it will be an eventful one for the Company.

 

Frederick Bell

Managing Director

 

Extracts from the DIRECTORS’ REPORT

Change of name

As provided for in the Company’s Articles, by resolution of the Board at its meeting on 21 May 2013, the name was changed to Goldcrest Resources plc, previously Rare Earths and Metals plc.

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 which led to the acquisition of options over two licence areas in the north-east of the country. 

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

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 £133,785 (2012: Loss of £46,056).

The Company has liabilities in excess of assets of £29,952 (2012 net liabilities of £59,267).

The Directors do not recommend the payment of a dividend.

In their audit report, Fryza Bannister Financials Limited have included an EMPHASIS OF MATTER – GOING CONCERN as follows:

“In forming our opinion on the financial statements which is not qualified, we have considered the adequacy of the disclosure made in note 4.3 “Significant accounting judgements, estimates and assumptions, a) going concern”.  Short term funding has been established to finance the company in the immediate future.  These funds are not sufficient for the foreseeable future and additional funds will need to be secured in order to safeguard the company’s position.  Although management have expressed optimism in this respect, material uncertainty exists which 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.”

The financial statements were approved by the Board of Directors and authorised for issue on 3 October 2013 and signed on its behalf by John Watkins and Frederick Bell.


Statement of comprehensive income

for the 9 months ended 30 June 2013

 

 

 

9 months ended 30 June 2013

£

 

Year ended 30 September 2012

£

Continuing operations

 

 

 

 

 

 

Finance income

 

 

 

3,646

 

52

Exploration costs

 

 

 

(85,471)

 

(2,242)

Administrative expenses

 

 

 

(51,335)

 

(40,138)

Finance costs

 

 

 

(625)

 

(3,728)

Loss before and after taxation

 

 

 

(133,785)

 

(46,056)

 

Loss for the period

 

 

 

 

(133,785)

 

 

(46,056)

 

 

 

 

 

 

 

Total comprehensive expense for the period

 

 

(133,785)

 

(46,056)

 

 

Loss per share

 

Basic

 

 

 

 

 

1

 

 

 

(0.027)

 

 

 

 

(0.011)

 

Diluted

 

 

 

 

-

 

 

 

-

 

 

 

 


Statement of financial position

as at 30 June 2013

 

 

 

30 June

2013

£

 

30 September 2012

£

 

 

 

 

 

 

Current assets

Cash and cash equivalents

Trade and other receivables

 

 

 

 

36,646

8,143

 

 

16,806

2,654

Total current assets

 

 

 

44,789

 

19,460

Total assets

 

 

 

44,789

 

19,460

 

Equity and Liabilities

Capital and reserves attributable to

Equity holders of the company

 

 

 

 

 

 

Called-up share capital

Share premium reserve

Share option reserve

Retained earnings

Option premium on convertible notes

 

 

351,880

1,602,749

-

(1,984,581)

-

 

203,280

1,588,249

37,690

(1,891,886)

3,400

Total Equity

 

 

(29,952)

 

(59,267)

 

 

Liabilities

Current liabilities

 

 

 

 

 

Trade and other payables

Borrowings

Provisions

 

 

 

14,424

50,000

10,317

 

14,767

53,643

10,317

Total current liabilities

 

 

74,741

 

78,727

 

Total equity and liabilities

 

 

44,789

 

19,460

 

                                                                                              

 

 

 

Statement of changes in equity

for the 9 months ended 30 June 2013

                                                                                                                                      

                                                                                                                            Called                        Share                        Share                                                                                                                                                              Option                          Total

                                                                                                                        up share                  premium                       option                   Retained                                                                                                                 premium on                        Equity

                                                                                                                            capital                    account                     reserve                   earnings                                                                                                                   convertible

                                                                                                                                                                                                                                               notes                                                                                                                                      

                                                                                                                                     £                                £                                £                                £       £                                                                                                                                     £

As at 30 September 2011                                                                          202,424                1,586,105                      81,490               (1,889,630)                                                                                                                             3,400                     (16,211)                                

                                                                                  _______________________ ___________________________________________________________

Loss for the year                                                                                                        -                                 -                                 -                     (46,056)       -                                                                                                                         (46,056)

Transfer of share option reserve                                                                            -                                 -                     (43,800)                     43,800        -                                                                                                                                      -

                                                                                                                                      

Transaction with owners

Issue of shares                                                                                                      856                        2,144                                 -                                 -        -                                                                                                                             3,000

                                                                                                                     ________ ______________________________________________________________________________

 

Total transactions with owners                                                                        856                        2,144                                 -                                 -        -                                                                                                                             3,000

                                                                                                                     ________ ______________________________________________________________________________

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)                                -

 

Transaction 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)

                                                                                                                     ________ ______________________________________________________________________________

 

 

Statement of cash flows

for the 9 months ended 30 June 2013

 

 

9 months ended 30 June

 2013

£

 

 

Year ended 30 September 2012

£

Cash flows from operating activities

Loss before taxation

 

 

(133,785)

 

 

(46,056)

 

Adjustments for:

Non cash payments

Interest income

Finance costs

 

 

 

8,476

(3,646)

625

 

 

 

3,000

(52)

3,728

 

 

(128,330)

 

(39,380)

Movements in working capital:

 

(Increase)/decrease in trade and other receivables

(Decrease)/increase in trade and other payables

 

 

 

(5,489)

(343)

 

 

 

 

773

2,023

 

 

 

 

(5,832)

 

2,796

 

Cash outflow from operations

 

 

 

(134,162)

 

 

(36,584)

 

 

 

 

 

Cash flows from investing activities

Interest received

Finance costs

 

 

3

(625)

 

 

52

-

 

Net cash flows generated by investing activities

 

 

 

(622)

 

 

52

Cash inflows from financing activities

Proceeds from issue of shares

Proceeds from borrowings

Repayment of borrowings

 

 

 

154,624

50,000

(50,000)

 

 

-

-

-

 

Net cash flows from financing activities

 

 

 

154,624

 

 

-

 

Net increase/decrease) in cash and cash

equivalents

 

 

 

19,840

 

 

 

(36,532)

Cash and cash equivalents at the beginning

 of period

 

 

16,806

 

53,338

Cash and cash equivalents at end of period

 

 

36,646

 

16,806

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

1. Loss per Share

 

 

 

9 months ended

30 June 2013

 

Year ended 30 September 2012

 

 

 

 

 

 

 

Pence per share

 

Pence per share

Basic

 

(0.027)

 

(0.011)

 

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.

 

 

 

9 months ended

30 June 2013

 

Year ended 30 September 2012

 

 

£

 

£

 

Loss for the period (used in calculation of

total basic loss per share)

 

 

 

(133,785)

 

 

 

 

(46,056)

 

Loss used in the calculation of basic earnings per share from continuing operations

 

Weighted average number of Ordinary shares of £0.0005 in issue

 

 

 

(133,785)

 

 

504,087,612

 

 

 

 

(46,056)

 

 

405,844,977

 

 

In view of the loss for the period, diluted earnings per share has not been calculated; the options and

warrants have no dilutive effect.

As detailed in note 17 of the annual report and accounts, there are warrants outstanding at the year-end which have the potential to dilute basic earnings per share in the future and reduce the basic loss per share.

 

2. Additional information

 

The financial information set out above does not constitute statutory accounts as defined in the Companies Act 2006. 

The balance sheet at 30 June 2013, the statement of comprehensive income, and the cash flow statement for the period then ended have been extracted from the Company's statutory financial statements upon which the auditor’s opinion is unqualified and does not include any statement under Section 498 of the Companies Act 2006.

The Directors do not recommend the payment of a dividend for the year.

In compliance with Guidance Note 69.1 of the ISDX Rules the Company aims to ensure that its directors do not combine at the same time more than one of the following combinations:

- one executive directorship with four non-executive directorships;

- eight non-executive directorships

The existing positions held by Gavin Burnell and John Watkins exceed the levels set out above.  The Company believes that during the period under review those directors have been able to provide sufficient time commitment to enable them to fulfil their duties. The Company will monitor this on an on-going basis.

Copies of the report and financial statements will be posted to Shareholders no later than 17 October 2013 and will be available for a period of one month thereafter at the following business address: 67 Park Road, Woking, Surrey, GU22 7DH, email: This email address is being protected from spambots. You need JavaScript enabled to view it.

A further announcement will be made concerning the date of an annual general meeting to be held during November 2013.

 

The Directors of the Issuer accept responsibility for this announcement.

 

ENQUIRIES:

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

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

 

Cairn Financial Advisers LLP

Avi Robinson / Jo Turner

Tel: 020 7148 7900