Hidefield Gold plc
Unaudited Interim Results for the Six Months Ended 30 June 2009
London, 30th September, 2009: Hidefield Gold plc ("Hidefield" or the
"Company"), the gold company with advanced projects in Argentina,
Brazil and Alaska, including the Don Nicolas gold project in Santa
Cruz Province, Argentina announces its unaudited interim results for
the six months ended 30 June 2009.
HIGHLIGHTS
* Updated resource estimate at Don Nicholas gold project
* Potential disposal of Golden Zone gold property in Alaska
* Sale of Estelle gold project in Alaska
* Settlement of loan facility via the issuance of common shares
ABOUT HIDEFIELD
Hidefield is a gold company with a focus on the exploration and
development of gold projects in Argentina including the Don Nicolas
gold project in Santa Cruz Province, Argentina.
In Argentina Hidefield is actively exploring the advanced stage Don
Nicolas gold project where it has reported a mineral resource
estimate, prepared in compliance with JORC reporting standards, of
1,078,000 tonnes at 5.8 grammes per tonne ("gpt") gold for 200,700
ounces of gold in the Indicated Category and 1,075,000 tonnes at 4.6
gpt for 158,400 ounces of gold, in the Inferred Category. Both
resource calculations were performed using a 90 gpt high grade cut
off.
In addition, the Company is exploring an extensive portfolio of gold
exploration licences in the Patagonian provinces of Santa Cruz and
Chubut, Argentina.
The Company's other gold projects including the Cata Preta project in
Brazil and the Golden Zone project in Alaska are the subject of
negotiations to conclude the sales of these projects. These
negotiations are part of Hidefield's strategy to consolidate the
Company's exploration activities in the southern Patagonian provinces
of Argentina
For more information on Hidefield go to www.hidefieldgold.com
For further information on this release, please contact:
Hidefield Gold Plc
Ken Judge, Chairman + 44 773 300 1002
Investor Relations
Jon Bey: North America + 1 800 689 2599
Hanson Westhouse Limited (Nomad and Broker)
Tim Feather / Matthew Johnson + 44 113 246 2610
Executive Chairman's statement
I am pleased to report the progress your Company made during 2009 to
date and provide the unaudited interim results for the six months
ended 30 June 2009, which have neither been audited nor reviewed
pursuant to guidelines issued by the Auditing Practices Board.
During the half year under review, the Company was particularly
active in its efforts to conclude negotiations for the sale or farm
out of its projects in Alaska and Brazil. I am pleased to report
that during this period an agreement was reached for the sale of
Hidefield's interest in the South Estelle gold project in Alaska to
Millrock Resources Inc. In addition the Company announced on 19
August 2009 that it had entered into a memorandum of understanding
with Fire River Gold Corp for the potential disposal of Hidefield's
interest in the Golden Zone gold project also in Alaska. Both
disposals would provide important funding to assist the Company to
continue exploration on our Argentina projects. Efforts to conclude
similar transactions for the Cata Preta gold project in Brazil are
continuing and we remain optimistic that the Company should be able
to conclude a transaction on this project during the second half of
the year.
Despite encouraging recent strength in the gold price, the difficult
general economic environment and the limited capital market interest
in supporting junior exploration companies continues to negatively
affect the Company's ability to fund its ongoing activities at the
Don Nicolas gold project in Argentina.
Encouragingly, other participants in the gold sector seem to share
our optimism about the possibility of the Don Nicolas project
eventually becoming a mine so we are continuing to evaluate the
possibility of third party involvement with this project as a means
to ensure the project is able to progress forward.
This process has inevitably raised the possibility of Hidefield
potentially being acquired and as shareholders will have noted, we
recently announced that discussions were underway with a third party
which may lead to an offer being made for Hidefield. There is of
course no certainty that such an offer will be made and if made, will
be successfully concluded but shareholders will be advised as and
when there is further news to report.
In the meantime, we will continue with our efforts to ensure that the
value of our portfolio of gold projects and other investments in
listed securities is properly reflected in the market capitalisation
of the Company.
I also wish to record our gratitude to the lenders and shareholders
who provided Hidefield with the financial resources that enabled the
Company to continue with relatively uninterrupted activity during the
latter part of 2008 and through the first half of 2009. Moreover and
equally important, these lenders which included Hamilton Capital
Partners Limited, a company with which I am associated, agreed to
convert their loans to equity and that agreement was approved by
shareholders in late July 2009, substantially reducing the Company's
debt as reported in these interim financial statements.
Finally, I wish to record the important contribution made by my
fellow directors and our senior management in Argentina and Canada in
our efforts to continue our exploration and business development
activities in Argentina, Brazil and the USA during this period of
economic uncertainty. Without this support the Company's affairs
would certainly have suffered greatly and we may not have attracted
the potential takeover interest to which I have referred in this note
and in our recent news release.
Interim results and going concern
The unaudited results of our activities and transactions completed
during the period under review and ended 30 June 2009 reflect a
decrease in the level of our exploration activities on our Don
Nicolas gold project in southern Argentina. The loss for the period
was £694,992 (2008: £423,214) which included a property impairment of
£303,104 that was not applicable in the comparable period of 2008.
In addition to its ongoing working capital requirements, the Group
must secure sufficient funding for ongoing mineral property
exploration and development. However, management remains confident
that the existing cash and investment securities are sufficient to
meet current operating requirements, and that any significant project
development costs can be met from the raising of new finance or by
attracting an industry partner. However, at the balance sheet date,
these development plans were uncommitted.
Kenneth P Judge
30 September 2009
Consolidated Condensed Statement of Comprehensive Income
For the six months ended 30 June 2009
Year
Six months Six months ended
ended 30 ended 30 31 December
June 2009 June 2008 2008
£ £ £
(unaudited) (unaudited) (audited)
Expenses
Administrative expenses 378,493 354,727 919,253
Provision for diminution in
value of mineral rights 303,104 - 1,122,888
Total administrative expenses (681,597) (354,727) (2,042,141)
Other income 81,560 125,590 171,069
Loss from operations (600,037) (229,137) (1,871,072)
Finance income 3 31,924 42,290
Finance expense (80,422) - (107,217)
Gain on disposal and deemed
disposal of associates - 60,053 66,613
Impairment of associate
investments - (164,162) (706,690)
Share of operating loss in
associates - (79,191) (274,476)
Loss before taxation (680,456) (380,513) (2,850,552)
Tax (expense) credit 4 (14,536) (42,701) 135,541
Loss for the period / year 13 (694,992) (423,214) (2,715,011)
Other comprehensive income:
Exchange differences on
translating foreign 13
operations (1,114,594) (33,054) 1,052,376
Available-for-sale financial
investments
Valuation losses recognised 13
directly in equity (37,526) - (12,405)
Total comprehensive income for
the period/year
attributable to the equity
holders of the parent (1,847,112) (456,268) (1,675,040)
Loss per ordinary share
- Basic & Diluted 3 (0.25p) (0.15p) (0.98p)
The accompanying notes form an integral part of the unaudited interim
consolidated financial statements.
Consolidated Condensed Statement of Financial Position
As at 30 June 2009
At At At
30 June 30 June 31 December
2009 2008 2008
£ £ £
(unaudited) (unaudited) (audited)
Assets
Non-current assets
Intangible assets - 8
Mineral rights 6,177,836 6,981,506 7,147,337
Property, plant and
equipment 267,752 299,086 338,486
Investments in associates 6 - 1,613,676 767,680
Available-for-sale 6
investments 774,067 11,210 1,601
7,219,655 8,905,478 8,255,104
Current assets
Other receivables 752,648 838,506 871,755
Assets classified as held
for sale - - 18,936
Cash and cash equivalents 97,478 256,602 162,145
850,126 1,095,108 1,052,836
Total assets 8,069,781 10,000,586 9,307,940
Liabilities
Current liabilities
Trade and other payables 9 346,642 437,895 176,079
Loans 10 1,008,295 126,000 588,050
Convertible loans 11 266,233 - 229,529
Corporate tax payable 13,658 144,435 69,525
Total liabilities 1,634,828 708,330 1,063,183
Total net assets 6,434,953 9,292,256 8,244,757
Shareholders' equity
Share capital 5,13 2,780,996 2,753,227 2,780,996
Share premium 5,13 12,417,546 12,354,776 12,417,546
Other reserves 13 3,794,694 3,613,340 3,757,386
Foreign currency 13
translation reserve (1,049,385) (954,113) 65,209
Available-for-sale reserve 13 (41,375) 5,759 (3,849)
Retained deficit 13 (11,467,523) (8,480,733) (10,772,531)
Total shareholders' equity 13 6,434,953 9,292,256 8,244,757
The unaudited interim consolidated financial statements were approved
by the Board of Directors and authorised for issue on 30 September
2009
Ken Judge
Director
Consolidated Condensed Cash Flow Statement
For the six months ended 30 June 2009
Six months Six months Year ended
ended 30 ended 30 31December
June 2009 June 2008 2008
£ £ £
(unaudited) (unaudited) (audited)
Cash flow from operating
activities
Loss for the period (694,992) (423,214) (2,715,011)
Adjustments for:
Depreciation 1,260 1,383 6,179
Taxation - - (135,541)
Interest expense - - 107,217
Interest receivable (3) (31,924) (42,290)
Share of operating loss in
associates - 79,191 274,476
Gain on deemed disposal of
associate - (32,263) (38,823)
Gain on disposal of associate - (27,790) (27,790)
Gain on disposal of mineral
property interest (81,560) (125,590) (171,069)
Provision for impairment 303,104 164,162 1,829,578
Share based payment costs 37,308 36,848 76,056
Directors' remuneration paid by
issue of shares - 3,766 19,305
Foreign exchange differences 418 (79,248) (17,476)
Net cash outflow from operating
activities before
changes in working capital (434,465) (434,679) (835,189)
Increase (decrease) in payables 218,068 125,709 (327,215)
(Increase) decrease in
receivables (49,621) 80,178 347,091
Income taxes paid (47,958) (143,555) (126,361)
Net cash flow used in operating
activities (313,976) (372,347) (941,674)
Investing activities
Payments for property, plant
and equipment - (4,573) (6,017)
Proceeds from the disposal of
mineral rights - 125,590 171,069
Proceeds from disposal of
assets held for sale 60,795 - -
Interest receivable 3 31,923 42,290
Proceeds from the disposal of
associate investments - 60,421 60,421
Exploration costs capitalised (226,841) (890,018) (1,376,761)
Net cash flow used in investing
activities (166,043) (676,657) (1,108,998)
Financing activities
Interest paid - - 65,007
Loans 420,245 126,000 896,855
Net cash flow from financing
activities 420,245 126,000 961,862
Net decrease in cash and cash
equivalents (59,774) (923,004) (1,088,810)
Cash and cash equivalents at
beginning of period 162,145 1,170,822 1,170,822
Exchange (losses) gains on cash
and cash equivalents (4,893) 8,784 80,133
Cash and cash equivalents at
end of period / year 97,478 256,602 162,145
The accompanying notes form an integral part of these unaudited
interim consolidated financial statements.
1. Accounting policies
Basis of preparation
The consolidated condensed interim financial statements have been
prepared using policies based on International Financial Reporting
Standards (IFRS and IFRIC interpretations) issued by the
International Accounting Standards Board (IASB) as adopted for use in
the EU. The condensed interim financial information has been
prepared in accordance with the requirements of International
Accounting Standard 34 ('Interim Financial Reporting') and with those
accounting policies that are envisaged to be effective for the year
ended 31 December 2009. The only changes to accounting policies as
set out in the Report and Accounts of Hidefield Gold Plc for the year
ended 31 December 2008 relate to the adoption of the revision to IAS
1; this revision prohibits the presentation of items of income and
expenses (that is, "non-owner changes in equity") in the statement of
changes in equity, requiring "non-owner changes in equity" to be
presented separately from owner changes in equity. All non-owner
changes in equity will be required to be shown in a performance
statement. The condensed interim financial statements also include
the disclosure requirements of IFRS 8, which is effective for
accounting periods beginning 1 January 2009. These revisions and new
effective standards have been applied throughout these condensed
interim financial statements.
Presentational currency
The group's presentational currency is Great British Pounds ('GBP').
2. Financial reporting period
The consolidated condensed interim financial information for the
period 1 January 2009 to 30 June 2009 is neither audited nor reviewed
by the auditors of Hidefield Gold plc. In the opinion of the
Directors the condensed interim financial information for the period
presents fairly the financial position, and the results from
operations and cash flows for the period are in conformity with
generally accepted accounting principles consistently applied. The
financial statements incorporate comparative figures for the interim
period 1 January 2008 to 30 June 2008 and the audited financial year
to 31 December 2008.
The financial information contained in this interim report does not
constitute statutory accounts as defined by section 435 of the
Companies Act 2006.
The comparatives for the full year ended 31 December 2008 are not the
Group's full statutory accounts for that year. A copy of the
statutory accounts for that year has been delivered to the Registrar
of Companies. The auditors' report on those accounts was
unqualified; however it did include references to matters to which
the auditors drew attention by way of emphasis without qualifying
their report. The auditors' report did not contain a statement under
section 237(2)-(3) of the Companies Act 1985.
3. Loss per share
The calculation of basic and diluted loss per share has been based on
the loss for the period of £694,992 (2008 - £423,214) and the
weighted average number of shares being 278,099,611 ordinary shares
issued for the period ended 30 June 2009 (31 December 2008 -
276,526,567 and 30 June 2008 -275,333,255). Due to the losses
incurred during the year a diluted loss per share has not been
calculated as this would serve to reduce the basic loss per share.
4. Taxation
Due to an operating loss for the period, no taxation has been
provided for in respect of the current period. There have not been
any significant taxation movements during the period and the
remaining tax movements relate to the group settling its prior year
tax assets and obligations.
5. Share capital
Ordinary shares of 1p each:
30 June 31 Dec 30 June 30 June 31 Dec 30 June
2009 2008 2008 2009 2008 2008
£ £ £ £ £ £
Opening 2,780,996 2,752,527 2,752,527 5,000,000 5,000,000 5,000,000
balance
Issued - 27,769 700 - - -
during
the year
Closing 2,780,996 2,780,996 2,753,227 5,000,000 5,000,000 5,000,000
balance
Share issues during the period are detailed below:
Exercise/
issue Share Share Merger Warrant
price Capital Premium Reserve Reserve
No. (pence) £ £ £ £
At 31 275,252,651 2,752,527 12,351,711 3,155,366 219,845
December
2007
Directors 70,000 5.38 700 3,065 - -
fees paid
in shares
At 30 275,322,651 2,773,227 12,354,776 3,155,366 219,845
June 2008
Mineral 2,000,000 3.75 20,000 55,000 - -
property
payment
Directors 776,960 2.00 7,769 7,770 - -
fees paid
in shares
At 31
December 278,099,611 2,780,996 12,417,546 3,155,366 219,845
2008
And 30
June 2009
6. Available-For-Sale Investments
30 June 30 June 31 December
2009 2008 2008
£ £ £
Kentor Gold Ltd. 3,262 11,210 1,601
Alto Ventures Ltd. (1) 174,063 - -
Columbus Gold Corp. (1) 497,380 - -
Millrock Resources Inc. (2) 99,362 - -
Total 774,067 11,210 1,601
(1) The Company has reclassified all of its associated investments
in Alto Ventures Ltd. and Columbus Gold Corp. from associate
investments to available-for-sale as the Company no longer exercises
significant influence over the investment company.
(2) On January 30, 2009, the South Estelle mineral property was
disposed of for proceeds of US$100,000 cash and 1,000,000 common
shares of Millrock Resources Inc. The 1,000,000 shares are reflected
in the available-for-sale investments above.
7. Segmental analysis
The Group is engaged in mining exploration and production activities
only. As the operating businesses are organised and managed
separately on a country-by-country basis, segment information is
reported geographically only.
Geographic segments
Period ended 30 June South North
2009 UK America America Group
Depreciation - - (1,260) (1,260)
Impairment charges - - (303,104) (303,104)
Finance income 3 - - 3
Finance expense (80,422) - - (80,422)
Loss after taxation (310,769) (49,848) (334,375) (694,992)
Other segment
information:
Segment assets:
Total assets 104,240 6,555,104 1,410,437 8,069,781
Capital expenditure:
Intangible assets - 226,841 - 226,841
Total capital
expenditure - 226,841 - 226,841
Total liabilities 1,508,841 112,443 13,544 1,634,828
7. Segmental analysis (continued)
Period ended 30 June South North
2008 UK America America Group
Depreciation (1,383) - - (1,383)
Share of loss of
associates - - (79,191) (79,191)
Impairment of
associate investments - - (164,162) (164,162)
Finance income 31,924 - - 31,924
Finance expense - - - -
Loss after taxation (350,948) 29,528 (101,794) (423,214)
Other segment
information:
Segment assets:
Total assets 351,402 6,595,422 3,053,762 10,000,586
Capital expenditure:
Intangible assets - 875,545 14,473 890,018
Property, plant and
equipment - 4,573 - 4,573
Total capital
expenditure - 880,118 14,473 894,591
Total liabilities 266,892 297,582 143,856 708,330
Year ended 31 December South North
2008 UK America America Group
Depreciation - (2,633) (3,547) (6,180)
Impairment charges - (403,573) (719,315) (1,122,888)
Share of loss of
associates - - (274,476) (274,476)
Impairment of
associate investments - - (706,690) (706,690)
Finance income 42,290 - - 42,290
Finance expense (42,210) - (65,007) (107,217)
Loss after taxation (625,332) (662,275) (1,427,404) (2,715,011)
Other segment
information:
Segment assets:
Total assets 162,108 7,307,289 1,838,543 9,307,940
Capital expenditure:
Intangible assets - 1,257,494 225,265 1,482,759
Property, plant and
equipment - 6,016 - 6,016
Total capital
expenditure - 1,263,510 225,265 1,488,775
Total liabilities 930,845 65,088 67,250 1,063,183
8. Intangibles assets - mineral rights
The value of mineral rights decreased during the period primarily due
to foreign exchange revaluation reducing the value by £893,238
associated with the Company's Alaskan and Argentinean properties and
a property impairment of £303,104 on the Golden Zone property in
Alaska. The balance of the movement in mineral rights reflects
property expenditures of £226,841 incurred in Argentina during the
period.
The option and sale arrangements discussed in the Executive
Chairman's statement relate principally to option agreements wherein
the optionee can earn a stake of the Golden Zone mineral property and
a stake of the Cata Preta mineral property. Both of the options are
based on the third party meeting certain minimum spending
commitments. As at the interim date there have been no significant
developments in this respect.
9. Trade and other payables
30 June 30 June 31 December
2009 2008 2008
£ £ £
Trade payables 210,796 379,218 101,095
Other taxation and social security 25,790 21,766 19,145
Accruals 110,056 36,911 55,839
346,642 437,895 176,079
Trade and other payables are measured at amortised cost and their
book value approximates to fair value at both balance sheet dates.
10. Loans
30 June 30 June 31 December
2009 2008 2008
£ £ £
Loans 1,008,295 126,000 588,050
Loans held on the balance sheet are advances payable on demand by the
lender and bear simple interest at LIBOR +3% until 30 April 2009,
thereafter at 14%. Due to their short term nature, the fair value of
the loans equate to their carrying value. Subsequent to the end of
the period, after the agreement of both parties, a portion of these
loans and their accrued interest were settled via the issuance of
ordinary common shares of the Company at a price of 1p per share.
(Note 14)
11. Convertible loans
In 2008, the Company issued a convertible loan at LIBOR + 3% at a par
value of £308,805. The loan was either repayable at this par value
plus accrued interest or was convertible on demand by the lender at a
subscription price of 3p per share. The convertible loans were not
secured against any assets of any Group company. The value of the
liability component and the equity conversion component was
determined at the date the instrument was issued.
The fair value of the liability component, included in current
borrowings, at inception was calculated using a market interest rate
of an equivalent instrument without a conversion option. The discount
rate applied was 35%. The residual amount is as follows:
30 June 30 June 31 December
2009 2008 2008
£ £ £
Fair value of convertible bond 308,805 - 308,805
Less: Equity component (104,838) - (104,838)
Liability component on initial 203,967 - 203,967
recognition
Interest expense 62,266 - 25,562
Liability Component at period / year 266,233 - 229,529
end
The fair value of the liability component of the convertible bond at
30 June 2009 and 31 December 2008 approximates to its carrying value.
Subsequent to the end of the period, after the agreement of both
parties, a portion of these convertible loans and their accrued
interest was settled via the issuance of ordinary common shares of
the Company at a price of 1p per share. (Note 14)
12. Related party transactions
IAS 24, 'Related Party Transactions', requires the disclosure of the
details of material transactions between the reporting entity and
related parties. Details of related party transactions are:
a) Hamilton Capital Partners Limited ("HCP")
K P Judge has a material interest in HCP. During the period, the
Company accrued consulting fees of £40,000 (2008 - £40,950) and paid
£12,000 (2008 - £12,000) to HCP in respect of contributions towards
office rental, other office costs and reimbursed expenses.
Furthermore, during the period HCP advanced £71,545 (2008 - £126,000)
to the Company for working capital under loans due 31 December,
2009. The loans bear interest at LIBOR + 3% until 30 April 2009,
thereafter at 14%, which resulted in accrued interest of £21,124 at
30 June, 2009 (2008 - £593).
b) SCM Consulting Corp. ("SCM")
S C McGrath has a material interest in SCM. During the period, the
Company paid consulting fees of £7,336 (2008 - £6,952) to SCM.
13. Movement on reserves
Convertible
Share Share debt Foreign Available-
option warrant Merger option currency for-
Share Share reserve reserve reserve reserve translation sale Retained
capital premium * * * * reserve reserve Deficit Total
Group £ £ £ £ £ £ £ £ £ £
At
1
January
2008
(audited) 2,752,527 12,351,711 201,281 219,845 3,155,366 - (987,167) 8,556 (8,057,520) 9,644,599
Loss
for
the
period - - - - - - - - (423,213) (423,213)
Re-
value
AFS
investments - - - - - - - (2,797) - (2,797)
Foreign
exchange - - - - - - 33,054 - - 33,054
Share
based
payment - - 36,848 - - - - - - 36,848
Issue
of
shares 700 3,065 - - - - - - - 3,765
At 30
June
2008
(un-
audited) 2,753,227 12,354,776 238,129 219,845 3,155,366 - (954,113) 5,759 (8,480,733) 9,292,256
Loss
for
the
period - - - - - - - - (2,291,798) (2,291,798)
Foreign
exchange - - - - - - 1,019,322 - - 1,019,322
Re-
value
AFS
invest-
ments - - - - - - - (9,608) - (9,608)
Share
based
payment - - 39,208 - - - - - - 39,208
Issue
of
convertible
debt - - - - - 104,838 - - - 104,838
Issue
of
shares 27,769 62,770 - - - - - - - 90,539
At
31
December
2008
(audited) 2,780,996 12,417,546 277,337 219,845 3,155,366 104,838 65,209 (3,849) (10,772,531) 8,244,757
Loss
for
the
period - - - - - - - - (694,992) (694,992)
Re-
value
AFS
investments - - - - - - - (37,526) - (37,526)
Foreign
exchange - - - - - - (1,114,594) - - (1,114,594)
Share
based
payment - - 37,308 - - - - - - 37,308
At
30
June
2009
(un-
audited) 2,780,996 12,417,546 314,645 219,845 3,155,366 104,838 (1,049,385) (41,375) (11,467,523) 6,434,953
* Other reserves consist of Merger reserve, Share option reserve and
Share warrant reserve and Convertible debt option reserve
14. Post balance sheet events
Subsequent to the end of the period, the Company completed a debt
settlement totalling £1,321,359 with its three largest creditors
through the issuance of 132,135,900 ordinary common shares at 1p per
share resulting in an expansion of the Company's issued capital to
410,235,511 shares as of the date of these interim financial
statements.
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