TIDMCICG
RNS Number : 2319X
CIC Gold Group Limited
27 August 2015
CIC GOLD GROUP LIMITED
("CIC Gold" or the "Company")
INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD ENDED 30 JUNE 2015
CIC Gold (LSE: CICG) is pleased to advised to advise that's the
unaudited consolidated financial statements for the six-month
period ended 30 June 2015 is available on the Company's web
site.
The company has only recently started operating and as such
there are no financial and operational highlights. Cash at bank:
GBP1,009,960.
Enquires:
CIC Gold Group Limited
Dr Geoffrey P. Cowley, Chief Executive Mobile: +44 7833 445 961
Officer
Email: drgpc@CICGold.com
VSA Capital Limited
Andrew Raca Phone: +44 (0)20 3005 5000
CIC GOLD GROUP LIMITED
CHAIRMAN'S STATEMENT
CIC Gold's successful Admission to the Standard Listing segment
of the Official List and to trading on the London Stock Exchange's
Main Market on the 23 June 2015 establishes a specific gold mineral
company with a proven strategy that has evolved since 2000. The
roots of the Company were founded by advising and de-risking gold
mineral assets since 2000 by the founders of CIC Gold. In 2013 it
became clear that a specific gold mineral company was needed with a
Board of Management with specific expertise in the gold mineral
sector particularly Asia and Africa. The past success of the
founders of the Company in the gold sector include Boroo Gold
Mongolia in 2000 which has gone on to produce 45 tonnes of gold and
Libar China in 2004 purchased for US$3.5 M, de-risked and sold to
Asia's leading gold mine Company Zijin Mining for US$175M.
Whereas the current market conditions are challenging for
existing gold producers, the general downturn in the mining
industry and the consequent difficulty that the junior sector, and
indeed all gold producers, are experiencing has created tremendous
opportunities for CIC Gold to pursue.
Since the listing the Company has focused on its strategy for
delivering shareholder value by selecting the right opportunities
to leverage the company's skills and extensive contact base. The
Board believes that, by implementing its strategy in the short
term, the company will both generate significant income, and
position itself to secure additional opportunities.
I would like to take this opportunity to thank staff and
shareholders for their continued support and belief in the Board's
strategy for the Company's direction.
Michael M. Smith
Chairman
CIC Gold Group Limited
26 August 2015
CIC GOLD GROUP LTD.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
Directors' responsibilities
The directors are responsible for preparing the directors'
report and the non-statutory financial statements.
The Directors are responsible for preparing the consolidated
condensed financial statements in accordance with the Disclosure
and Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial Reporting (IAS 34).
The directors confirm that, to the best of their knowledge, this
condensed consolidated financial statements has been prepared in
accordance with IAS 34 as adopted by the European Union. The
condensed consolidated financial statements include a fair review
of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
-- an indication of important events that have occurred during
the first six months and their impact on the condensed set of
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.
Approved by the board and authorized for issue 26 August
2015
On behalf of the Board
Dr. Geoffrey P. Cowley
Executive Director.
26 August 2015
CIC GOLD GROUP LIMITED
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(In UK Pounds)
June 30, December 31,
2015 2014
GBP GBP
Note (Unaudited) (Audited)
ASSETS
Current assets
Cash 1,009,960 -
Trade and other receivables 111,000 353,292
---------------------------------- ------ ------------- ----------------
1,120,960 353,292
Total assets 1,120,960 353,292
---------------------------------- ------ ------------- ----------------
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables 304,663 77,705
Due to related parties 6 91,365 -
---------------------------------- ------ ------------- ----------------
396,027 77,705
Capital and reserves
Share capital 7 1,725,001 1
Convertible loans classified
as equity - 300,000
Warrant reserve 86,388 -
Accumulated deficit (1,086,456) (24,413)
---------------------------------- ------ ------------- ----------------
724,933 353,292
Total equity and liabilities 1,120,960 1,120,960
---------------------------------- ------ ------------- ----------------
CIC GOLD GROUP LIMITED
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
(In UK Pounds)
Six month Six month Eight
period ended period month
30 June 2015 ended period
30 June ended
2014 31 December
2014
------------------------------- ----- -------------- ------------ ---------------
Note Unaudited Unaudited Audited
------------------------------- ----- -------------- ------------ ---------------
Revenue - -
Administration costs (975,655) - (24,413)
Share based payments 6 (86,388) - -
Operating loss (1,062,043) - (24,413)
Loss before taxation (1,062,043) - (24,413)
Income tax expenses 7 - - -
Loss after taxation (1,062,043) - (24,413)
Loss for the period (1,062,043) - (24,413)
------------------------------- ----- -------------- ------------ ---------------
Other comprehensive income
(expense)
Other Income (expenses) - - -
-------------------------- ----- -------------- ------------ ---------------
Total comprehensive loss
attributable to owners of
the parent (1,062,043) - (24,413)
Loss per common share:
Basic and diluted (pence) 8 (1.10) - (1.78)
CIC GOLD GROUP LIMITED
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In UK Pounds)
Six month Six month Eight
period ended period ended month
30 June 30 June period
2015 2014 ended
31 December
2014
------------------------------ ----- -------------- -------------- -------------
Note Unaudited Unaudited Audited
------------------------------ ----- -------------- -------------- -------------
Operating Activities
Net loss for the period (1,062,043) - (24,413)
(1,062,043) (24,413)
Share based payments 6 86,388 - -
Changes in non-cash
working capital items:
Decrease / (increase)
in trade and other
receivables 242,292 (1) (353,293)
Increase in trade and
other payables 226,958 - 77,705
------------------------------ ----- -------------- -------------- -------------
Net cash generated
from operating activities 469,250 (1) 300,001
Financing Activities
Issue of common shares 6 - 1 1
Increase due to related 91,365 - -
parties
Issue of convertible
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loan 9 1,425,000 - 300,000
------------------------------ ----- -------------- -------------- -------------
Net cash inflow from
financing activities 1,516,365 1 300,001
Increase in cash and
cash equivalents during 1,009,960 - -
the period
Cash and cash equivalents, - - -
beginning of the period
Cash and cash equivalents 1,009,960 - -
at end of the period
------------------------------ ----- -------------- -------------- -------------
CIC GOLD GROUP LIMITED
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
(In UK Pounds)
Convertible
loan classified Warrant Accumulated
Share capital as equity reserve deficit Total
GBP GBP GBP GBP GBP
------------------------------ --------------- ------------------ ---------- ---------------- ------------
On incorporation
on 6 May 2014 1 - - - 1
Comprehensive income
Loss for the period - - - (24,413) (24,413)
--------------- ------------------ ---------- ---------------- ------------
Total comprehensive
loss for the period 1 - - (24,413) (24,413)
--------------- ------------------ ---------- ---------------- ------------
Transactions with
owners
Issue of Convertible
loan, classified
as equity - 300,000 - - 300,000
--------------- ------------------ ---------- ---------------- ------------
Total transactions
with owners - 300,000 - - 300,000
Balance, December
31, 2014 1 300,000 - (24,413) 275,588
------------------------------ --------------- ------------------ ---------- ---------------- ------------
Comprehensive income
Loss for the period - - - (1,062,043) (975,655)
--------------- ------------------ ---------- ---------------- ------------
Total comprehensive loss
for the period 1 - - (1,062,043) (975,655)
--------------- ------------------ ---------- ---------------- ------------
Transactions with owners
Issue of warrants - - 86,388
Issue of Convertible loan,
classified as equity - 1,425,000 - - 1,425,000
Convertible loan conversion 1,725,000 (1,725,000 - -
Total transactions with
owners 1,725,000 (300,000) - - 1,425,000
Balance, June 30,
2015 GBP 1,725,001 - 86,388 GBP (1,086,456) 724,933
------------------------------ --------------- ------------------ ---------- ---------------- ------------
1. NATURE of operations AND GOING CONCERN
CIC Gold Group Limited is a public company incorporated on May
6, 2014 under the International Business Companies Act 1994 in the
Republic of Seychelles. The Company was listed on the Standard
Listing segment of the Official List and admitted to trading on the
London Stock Exchange's Main Market for listed securities on 23
June 2015.
The Company was established in order to seek acquisition
opportunities in the gold sector and to provide de-risk services to
client gold mineral companies.
The Company's strategy is to identify client companies that are
in the belief of the Directors undervalued gold properties where
gold is the principal commodity or gold mining is the principal
activity, held by quoted and private companies with strong
underlying fundamentals suitable for producing substantial
increases in value by funding and applying de-risking strategies
and other corporate actions.
The fundamentals that the Company will seek to identify are
client companies whose gold mineral assets are located in known
major gold regions, close to major producing mines and have strong
technical evidence of major gold potential. It is anticipated that
these gold companies will most likely be located in Asia or Africa,
but should suitable opportunities be available outside of these
geographical locations, they will be pursued. CIC Gold has
experienced directors having skills in adding value to gold mines
and gold mining operations on an international basis.
The Directors are satisfied that the Group has sufficient
resources to continue in operation for the foreseeable future, a
period of no less than twelve months from the date of this report.
Accordingly, they continue to adopt the going concern basis in
preparing the condensed financial statements
2. Significant Accounting Policies
2.1 Basis of preparation
The interim condensed unaudited consolidated financial
statements for the six months ended 30 June 2015 have been prepared
in accordance with IAS 34 Interim Financial Reporting.
The condensed unaudited consolidated financial statements for
the six months ended 30 June 2015 have been prepared on a basis
consistent with, and on the basis of, the accounting policies set
out in, the financial information on the Company set out in Part 9
(B) of the Company's Prospectus for admission to the Standard
Listing segment of the Official List for the eight month period
ended 31 December 2014 has been extracted without adjustment
therefrom. The condensed unaudited interim financial statements of
the Group have been prepared on the basis of the accounting
policies, presentation, methods of computation and estimation
techniques expected to be adopted in the financial information by
the Company in preparing its annual report for the period ending 31
December 2015.
Unless otherwise stated, the consolidated financial information
has been presented in United Kingdom pounds ("GBP"), being the
functional currency of the Group.
2.2 Basis of consolidation
The interim condensed unaudited consolidated financial
statements incorporate the results of the Company and its
subsidiaries CIC Gold Group Limited (Hong Kong) and Top Ten
Services Company (China), collectively (the "Group").
2. Significant Accounting Policies (CONTINUED)
2.2 Basis of consolidation (continued)
The non-statutory financial statements of the subsidiaries are
prepared for the same reporting year as the parent company using
consistent accounting policies. Control is achieved where the Group
has the power to govern the financial and operating policies of an
investee entity so as to obtain benefits from its activities.
Control is lost where the Group no longer has the power to govern
the financial and operating policies of an entity so as to obtain
benefits from the activity.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
All intra-group balances, transactions, income and expenses and
profits and losses resulting from intra-group transactions are
eliminated in full on consolidation. Unrealised losses are also
eliminated when the transaction provides evidence of an impairment
of the asset transferred.
No non-controlling interests exist as the subsidiaries are
entirely owned by the parent company. Where necessary, adjustments
are made to the non-statutory financial statements of subsidiaries
to bring the accounting policies used in line with those used by
the Group.
2.3 Significant Standards and interpretations issued but not yet applied
The Directors have considered those standards and
interpretations, which have not yet been applied in the condensed
consolidated interim financial statements but are relevant to the
Group's operations, that are in issue but not yet effective and do
not consider that any will have a material impact on the future
results of the Group.
2.4 Foreign exchange
Monetary assets and liabilities denominated in foreign
currencies are translated into UK Pounds at the rates of exchange
ruling at the reporting date. Transactions in foreign currencies
are recorded at the rate ruling at the date of transaction. All
differences are taken to the profit and loss.
For the purpose of presenting interim condensed consolidated
financial statements, the assets and liabilities of the Group's
foreign operations are expressed in UK Pounds using exchange rates
prevailing at the reporting date. Income and expense items are
translated at the average exchange rates for the period, unless
exchange rates fluctuated significantly during that period, in
which case the exchange rates at the dates of the transactions are
used.
Exchange differences arising, if any, are classified as equity
and recognised in the Group's foreign currency translation
reserve.
Such exchange differences are recognised in profit or loss in
the year in which the foreign operation is disposed of.
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Goodwill and fair value adjustments arising on the acquisition
of a foreign operation are treated as assets and liabilities of the
foreign operation and translated at the closing rate.
2. Significant Accounting Policies (CONTINUED)
2.5 Share-based payments and warrants
The cost of share options or warrants granted is measured by
reference to the fair value at the date at which they are granted.
It is recognised together with a corresponding increase in equity,
over the vesting period. The cumulative expense recognised at each
reporting date until the end of the vesting period reflects the
extent to which the vesting period has expired and the number of
shares that in the opinion of the directors of the Group at that
date will ultimately vest.
3. CAPITAL MANAGEMENT
The Company's objectives for the management of capital are to
safeguard the Company's ability to continue as a going concern
including the preservation of capital and to achieve reasonable
returns on invested cash after satisfying the objective of
preserving capital.
The Company manages the capital structure and makes adjustments
to it in light of changes in economic conditions and the risk
characteristics of the underlying assets. The Company considers its
cash to be its manageable capital. The Company's policy is to
maintain sufficient cash to cover operating costs over a reasonable
future period.
There are external restrictions on management of capital from
cash flow out of China to the Company's UK treasury account. These
restrictions relate the approval process required in China for
capital outflow taking up to twelve weeks to complete. The
Company's principal cash will be held in the UK.
4. BUSINESS SEGMENTS
For the purpose of IFRS8, the Chief Operating Decision Maker
(the "CODM") takes the form of the board of directors. The
Directors are of the opinion that the business of the Group
comprises a single activity, being the acquisition of undervalued
gold properties.
The analysis of turnover, gross profit, assets, liabilities,
additions to plant, property and equipment and depreciation and
amortisation by the component used by the CODM to make decisions
about operating matters is as follows:
Six month period Eight month
ended 30 June period ended
2015 31 December
2014
Revenue - -
----------------- --------------
Operating Loss (1,062,043) (24,413)
----------------- --------------
Carrying amount of
assets 1,120,960 353,293
----------------- --------------
Carrying amount of
liabilities 396,027 (77,705)
----------------- --------------
5. RELATED PARTY TRANSACTIONS
Due To Related Parties
As at 30 June 2015, Consultancy Fees GBP37,500 and other
expenses GBP17,865 due to CEO Dr. Geoffrey P. Cowley CEO.
Outstanding director fees amount to GBP28,000.
6. SHARE CAPITAL AND RESERVES
Authorised:
Unlimited common shares without par value.
Issued and allotted shares outstanding (GBPGBP):
Number Amount
of common GBP
shares
------------------------------------- ------------ ----------
Balance, May 6, 2014 1 1
------------------------------------- ------------ ----------
Share issuance to CIC Fund 2,250,881 -
Balance, December 31, 2014 2,250,882 1
------------------------------------- ------------ ----------
Share issuance to CIC Fund for
nominal consideration 3,029,118 -
Share issuance to Shareholders 66,560,000 -
Share issuance to EDC(Geoffrey) 3,000,000 -
Conversion of the convertible loans
to CIC Fund 28,750,000 1,725,000
------------------------------------- ------------ ----------
Balance, June 30, 2015 103,590,000 1,725,001
------------------------------------- ------------ ----------
Common shares
On 13 January 2015, the Company issued a further 3,029,118
Common Shares to CIC Fund for nominal consideration, bringing the
total number of shares held by CIC Fund to 5,280,000.
On 13 January 2015, the Company issued 66,560,000 Common Shares
to Shareholders other than Directors, and 3,000,000 Common Shares
to EDC International Holdings Ltd (a company owned by Dr Geoffrey
P. Cowley) for nominal consideration.
On 13 January 2015, the Company issued to CIC Fund 28,750,000
Common Shares at the Conversion Price on the conversion of the
Convertible Loans.
Warrants:
During the period, the Company issued a number of warrants. The
warrants are exercisable on issue. The ordinary shares to be
allotted and issued on the exercise of any or all of the warrants
will rank for all dividends and other distributions declared after
the date of the allotment of such shares but not before such date
and otherwise pari passu in all respects with the ordinary shares
in issue on the date of such exercise allotment.
The following is the summary of the Company's outstanding
warrants at 30 June 2015:
30 June 2015 30 June 2014
--------------------- ----------------------- -----------------------
Warrants Weighted Warrants Weighted
Average Average
Exercise Exercise
Price Price
GBP GBP
--------------------- ----------- ---------- --------- ----------
Balance of warrants - - - -
at beginning
of the period
CIC Capital
Fund Ltd. 28,750,000 0.06 - -
Dell Balfour 3,220,000 0.30 - -
VSA Capital
Limited 2,761,200 0.06 - -
Jarada Equities
Limited 2,500,000 0.30 - -
Balance of warrants
at end of the
period 37,231,200 0.10 - -
---------------------- ----------- ---------- --------- ----------
6. SHARE CAPITAL AND RESERVES (continued)
30 June 2015 30 June 2014
Expiry date Exercise Number of Number of
price warrants warrants
----------------------- --------- ------------- -------------
Balance, at beginning - - -
of the period
December 31,
2016 0.30 3,220,000 -
December 31,
2016 0.30 2,500,000 -
December 31,2016 0.06 28,750,000 -
December 31,2019 0.06 2,761,200 -
------------------------ --------- ------------- -------------
Balance, at end
of the period 0.10 37,231,200 -
------------------------ --------- ------------- -------------
The fair value of the warrants has been calculated using Black
Scholes option pricing model. The additional inputs used in the
model were a share price at the date of grant of GBP0.03125,
volatility of 120% and a risk-free interest rate of 1.82%.
A charge of GBP86,388 (2014: nil) has been included in the
statement of comprehensive income in relation to the warrants.
The warrants granted to CIC Capital Fund Ltd as part of the
convertible loan conversion fall outside the scope of IFRS 2 and
the value of these warrants is included in the equity granted on
conversion.
Share Purchase Options (GBPGBP):
The Company does not have a stock option plan. Rather the
Company will award other securities (shares) which will grant
incentive shares to Directors, officers and employees at the
discretion of the Company's Remuneration Committee.
7. TAXATION
The Company is a Seychelles Corporation subject to a corporate
tax rate of nil as at 30 June 2015 (2014 nil).
8. LOSS PER SHARE
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Group by the weighted average
number of ordinary shares in issue during the period:
Loss attributable to equity holders of the Group: GBP1,062,043
(2014: GBP 24,413)
Weighted average number of ordinary shares in issue: 96,311,500
(2014: 1,369,707)
Basic loss per share: GBP GBP0.0094 (2014: GBP Nil)
Diluted loss per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares. As the Group has made a
loss in the period, the potential ordinary shares are anti-dilutive
and not included in the calculation.
8. LOSS PER SHARE (continued)
30 June 2015 30 June 2014 December 2014
Weighted average
number of ordinary
shares in issue: 96,311,500 1 1,369,707
Adjustments
for:
Warrants - - -
96,311,500 1 1,369,707
------------------------------ --------------------- -----------------------------
Diluted loss
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