TIDMTTAU
28 March 2019
TECTONIC GOLD PLC
("Tectonic Gold" or the "Company")
Unaudited Interim Results to 31 December 2018
MANAGING DIRECTOR'S STATEMENT
Dear Shareholder,
I am pleased to present the unaudited financial results for ("Tectonic Gold"
and/or "the Company") and its controlled entities (the Group) for the half year
ended 31 December 2018.
During the reporting period the Company completed significant technical
evaluation of the lead project at Specimen Hill, including final targeting via
geophysics and a 2,500m diamond core drilling program. This successful campaign
resulted in the intersection of mineralisation in each of ten drill holes,
strongly supporting the Company's research into an exploration and delineation
methodology for Intrusive Related Gold Systems (IRGS).
Further sampling and testing at the Mt Cassidy prospect also generated positive
results. The IRGS nature of the Mt Cassidy discovery was confirmed in the
publication of research undertaken in partnership with The Centre for Ore
Deposit Excellence Studies (CODES) at the University of Tasmania.
The success in the drilling campaign has provided the evidence required for
pursuing continued delineation of the system at Specimen Hill. High-grade
assays from Mt Cassidy (+30g/t gold) and geophysical mapping have similarly
provided support for diamond drilling at that site. In order to fund
substantial drilling campaigns on these project areas and maintain exploration
activities across the portfolio, the Company entered into a Joint Venture
agreement with VAST Mineral Sands Pty Ltd, a South African company with mining
concessions on the Alexkor diamond mine in South Africa. Revenues from planned
mining of the concession will be used to fund further exploration across the
core Intrusive Related Gold System portfolio.
The Company has also announced the intention to move the listing from the NEX
Exchange to the London Stock Exchange under a Standard Listing via initial
Public Offering.
RESULTS AND COMPARATIVE INFORMATION
On 25 June 2018, Tectonic Gold (the legal parent) acquired Signature Gold Ltd
(Signature Gold). Although the transaction was not a business combination, the
acquisition has been accounted for as an asset acquisition with reference to
the guidance for reverse acquisition in IFRS 3 Business Combinations and IFRS 2
Share-based Payment.
In preparing the Financial Statements, Signature has been treated as the
"accounting parent". Comparative information included in the Financial
Statements for the Group relates to Signature Gold for the half-year ended 31
December 2017.
The Group incurred a loss after tax for the reporting period of GBP11,262 (31 Dec
2017: GBP160,134 profit).
During the reporting period Signature Gold received a Research and Development
(R&D) Tax Incentive Rebate of approximately GBP330,248 (A$ 590,180) for the
financial year ended 30 June 2018.
The R&D Tax Incentive Rebate is an Australian Government program under which
eligible companies receive cash refunds of up to 45% of eligible expenditure on
research and development.
For and on behalf of the Board.
Brett Boynton
Director
The Directors of the Company accept responsibility for the contents of this
announcement.
For further information, please contact:
Tectonic Gold plc +61 2 9241 7665
Brett Boynton
Sam Quinn
www.tectonicgold.com
@tectonic_gold
NEX Exchange Corporate Adviser and
Broker +44 20 7469 0930
Peterhouse Capital Limited
Mark Anwyl
Financial Adviser and Broker
VSA Capital Limited +44 20 3005 5004
Andrew Raca - Corporate Finance
Andrew Monk - Corporate Broking
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE
SIX MONTHSED 31 DECEMBER 2018
NOTE 6 MONTHS TO 6 MONTHS TO 18 MONTHS
31 DEC 201 31 DEC 2017 TO 30 JUNE
8UNAUDITED UNAUDITED1 2018
AUDITED2
GBP GBP
Revenue from continuing operations - 891 198,694
Expenses from continuing operations:
Accounting and audit fees (37,567) (49,454) (125,438)
Administration and office costs (34,064) (23,039) (48,993)
Corporate costs (84,041) (7,681) (21,203)
Amortisation and depreciation (588) - (1,659)
Employee benefits, management fees and (59,995) (704) (10,408)
on costs
Exploration and tenement costs (18,629) (21,822) (52,550)
Insurance (7,796) (2,682) (17,134)
Legal expenses 400 7,737 (319,601)
Options fee and associated costs - - (199,520)
Impairment of exploration costs - - (182,153)
Bad debt expense - - (93,050)
Listing fees recognised on reverse - - (2,537,622)
acquisition
Share based payments (68,900) - -
Other expenses (30,330) (3,160) (9,575)
(Loss) from continuing operations (341,510) (99,914) (3,420,210)
before income tax
Income tax benefit 330,248 260,048 256,810
Net (loss)/profit for the reporting (11,262) 160,134 (3,163,400)
period
Other comprehensive income, net of tax - - -
Total comprehensive (loss)/income for (11,262) 160,134 (3,163,400)
the year
Earnings per share attributable to
owners of the company
Basic and diluted (cents per share)
From continuing operations 4 (0.002) 0.18 (1.74)
1. The Group was formed on 25 June 2018 with the reverse takeover of
Signature Gold Ltd, by Tectonic Gold Plc (the legal parent entity). In
preparing the Financial Statements, Signature Gold Limited has been treated as
the "accounting parent". Group comparative figures for the half year ended 31
December 2017 relates to Signature Gold.
2. The Company's Accounting Reference Date was extended to end on 30 June
2018. Accordingly, as required by Companies House, the comparative figures
reported refer to the period 1 January 2017 to 30 June 2018.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2018
31 DEC 2018 31 DEC 2017 30-JUN-18
NOTE GROUP GROUP GROUP AUDITED
UNAUDITED UNAUDITED
GBP GBP GBP
ASSETS
NON-CURRENT ASSETS
Trade and other receivables - 92,361 -
Plant and equipment 7,398 2,027 2,152
Exploration and evaluation 3,285,833 2,714,499 2,830,470
expenditure
TOTAL NON-CURRENT ASSETS 3,293,231 2,808,886 2,832,621
CURRENT ASSETS
Cash and cash equivalents 177,009 496,197 149,397
Trade and other receivables 14,142 7,028 359,869
Investments 40,122 - 40,122
Other assets 5 358,498 - 647,688
TOTAL CURRENT ASSETS 589,771 503,225 1,197,076
TOTAL ASSETS 3,883,002 3,312,111 4,029,697
EQUITY
Share capital 8,266,848 3,612,988 8,266,848
Warrant reserves 68,900 - -
Foreign exchange translation (82,088) (38,122) (58,251)
reserves
Accumulated losses (4,835,596) (1,742,077) (4,824,334)
TOTAL EQUITY 3,418,064 1,832,789 3,384,263
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables - 93,235 16,198
Borrowings 166,741 379,548 168,868
Employee benefits 10,713 8,916 10,120
TOTAL NON-CURRENT LIABILITIES 177,454 481,699 195,187
CURRENT LIABILITIES
Trade and other payables 272,218 159,327 436,155
Borrowings - 822,020 -
Employee benefits 15,266 16,276 14,092
TOTAL CURRENT LIABILITIES 287,484 997,623 450,247
TOTAL LIABILITIES 464,938 1,479,322 645,434
TOTAL EQUITY AND LIABILITIES 3,883,002 3,312,111 4,029,697
The accompanying notes form part of these financial statements.
These financial statements were approved by the Board of Directors on 27 March
2019.
Signed on behalf of the Board by:
Brett Boynton
Managing Director
Company number: 05173250
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHSED 31
DECEMBER 2018
GROUP - UNAUDITED ISSUED WARRANTS FOREIGN ACCUMULATED TOTAL
CAPITAL RESERVE CURRENCY LOSSES
RESERVE
GBP GBP GBP GBP GBP
Balance at 1 January 2018 8,266,848 - (58,251) (4,824,334) 3,384,263
Total comprehensive loss for the - - - (11,262) (11,262)
period
Transactions with owners, recorded
directly in equity:
Issue of share options - 68,900 - - 68,900
Foreign Exchange movement - - (23,837) - (23,837)
Balance as at 31 December 2018 8,266,848 68,900 (82,088) (4,835,596) 3,418,064
GROUP - AUDITED ISSUED FOREIGN ACCUMULATED TOTAL
CAPITAL CURRENCY LOSSES
RESERVE
GBP GBP GBP GBP
Balance at 1 January 2017 3,064,795 - (1,660,934) 1,403,861
Total comprehensive loss for the period - - (3,163,400) (3,163,400)
Transactions with owners, recorded
directly in equity:
Issue of share capital by Signature 1,066,798 - - 1,066,798
Gold prior to the reverse acquisition
of Tectonic Gold plc
Issued capital of Signature Gold prior 4,131,593 - - -
to the reverse acquisition of Tectonic
Gold
Deemed fair value of share-based 3,605,255 - - 3,605,255
payment on reverse acquisition
Shares Issued by Tectonic Gold since 530,000 - - 530,000
the acquisition
Foreign Exchange movement - (58,251) - (58,251)
Balance as at 30 June 2018 8,266,848 (58,251) (4,824,334) 3,384,263
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHSED 31 DECEMBER 2018
6 MONTHS 6 MONTHS 18 MONTHS
TO 31 DEC TO 31 DEC TO 30 JUNE
2018 2017 2018
UNAUDITED UNAUDITED1 AUDITED2
GBP GBP GBP
CASH FLOWS FROM OPERATING
ACTIVITIES
Cash receipts in the course 38,301 (79,103) -
of operations
Cash payments in the course (402,490) (486,777) (487,882)
of operations
Research and Development Tax 330,249 260,048 256,810
Incentive Claim
Interest received - 891 2,516
Net cash used in operating (33,940) (304,941) (228,556)
activities
CASH FLOWS USED IN INVESTING
ACTIVITIES
Payments for exploration and (212,352) (184,460) (914,538)
evaluation expenditure
Payments for property, plant (5,456) - (2,609)
and equipment
Payment for security deposit - - (2,120)
Cash acquired on acquisition - - 27,870
of Tectonic Gold plc
Net cash used in investing (217,808) (184,460) (891,397)
activities
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issue of 280,000 562,614 -
shares
Proceeds from borrowings - 177,416 1,381,769
Repayment of borrowings - (165,389) (232,675)
Net cash provided by 280,000 574,641 1,149,094
financing activities
Net (decrease)/increase in cash held 28,252 85,240 29,141
and cash equivalents
Cash and cash equivalents at the 149,397 420,899 126,236
beginning of the period
Effects of exchange rate changes on (640) (9,942) (5,980)
cash and cash equivalents
Cash and cash equivalents at the end 177,009 496,197 149,397
of the period
1. The Group was formed on 25 June 2018 with the reverse takeover of
Signature Gold Ltd, by Tectonic Gold Plc (the legal parent entity). In
preparing the Financial Statements, Signature Gold Limited has been treated as
the "accounting parent". Group comparative figures for the half year ended 31
December 2017 relates to Signature Gold.
2. The Company's Accounting Reference Date was extended to end on 30 June
2018. Accordingly, as required by Companies House, the comparative figures
reported refer to the period 1 January 2017 to 30 June 2018.
NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHSED 31 DECEMBER 2018
1. GENERAL INFORMATION
Tectonic Gold Plc is a company incorporated in the United Kingdom under the
Companies Act 2006. The consolidated entity (the "Group") consists of Tectonic
Gold Plc (the "Company") and the entities it controlled at the end of, or
during, the six months ended 31 December 2018. The principal activity of the
Group during the financial period was mineral exploration.
2. BASIS OF PREPARATION
These condensed interim consolidated financial statements ("the interim
financial statements") of the Group are for the six months ended 31 December
2018 and are presented in Sterling which is the Company's presentational
currency. These interim financial statements have not been reviewed or audited.
The interim financial statements have been prepared in accordance with the
recognition and measurement principles of IFRS as adopted by the European Union
(EU) and on the same basis and using the same accounting policies as applied in
the Company's 2018 Annual Report and statutory accounts for the reporting
period, 1 January 2017 to 30 June 2018.
The statutory accounts for the reporting period 1 January 2017 to 30 June 2018
have been filed with the Registrar of Companies. The auditor's report on those
financial statements was unqualified and did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006.
The interim financial statements have been prepared on a going concern basis
under the historical cost convention. The Directors believe that the going
concern basis is appropriate for the preparation of these interim financial
statements as the Company is in a position to meet all its liabilities as they
fall due.
The interim financial statements for the six months ended 31 December 2018 were
approved by the board on 27 March 2019.
3. DIVID
The Board is not recommending the payment of an interim dividend for the period
ended 31 December 2018.
4. EARNINGS PER SHARE
The basic earnings per share is based on the profit/(loss) for the year divided
by the weighted average number of shares in issue during the reporting period.
The weighted average number of ordinary shares for the reporting period assumes
that all shares have been included in the computation based on the weighted
average number of days since issue.
6 MONTHS 6 MONTHS 18 MONTHS
TO 31 TO TO
DEC 2018 31 DEC 2017 30 JUNE 2018 AUDITED
UNAUDITED UNAUDITED
GBP GBP GBP
(Loss)/profit for the (11,262) 160,134 (3,163,400)
year attributable to
owners of the Company
Weighted average number 656,762,746 87,871,756 181,331,554
of ordinary shares in
issue for basic and
fully diluted earnings*
(Loss)/gain per share
(pence per share)
Basic and fully (0.002) 0.18 (1.74)
diluted*:
*Since the Company incurred a loss in the 31 December 2018 and 30 June 2018
reporting periods and there were no options on issue during the 31 December
2017 comparative period the basic loss and the diluted loss per share are the
same as the effect of exercise of options and warrants is not dilutive.
5. OTHER ASSETS
6 MONTHS 6 MONTHS 18 MONTHS
TO TO TO
31 DEC 2018 31 DEC 2017 UNAUDITED 30 JUNE 2018 AUDITED
UNAUDITED
GBP GBP GBP
Prepayments(i) 347,902 - 633,825
Other prepayments 3,014 - 11,817
Security deposits 7,582 - 2,045
358,498 - 647,688
(i) In June 2018, the Company paid Titeline Drilling Pty Ltd ACN 096 640 201
(Titeline) for future drilling services in accordance with the heads of
agreement dated 28 March 2018 between Titeline, Signature and StratMin.
Titeline has been engaged to complete 10,000 metres of diamond drilling on a
50:50 cash and equity basis to produce core samples for analysis, assay and
metallogenic studies from the Company's Queensland Project sites. A review to
be completed after 2,500 metres of drilling has been completed and the
remaining 7,500 metres is in planning for the second half of 2019. The cash
component of the drilling contract is expected to be met from revenues
generated by the diamond mining joint venture with VAST Mineral Sands Pty Ltd
announced on 18 February 2019.
As at 30 June 2018, the prepayment of GBP 633,825 (A$1,125,000) to Titeline was
comprised of:
- GBP 126,765 (A$225,000 excluding GST) paid in cash; and
- pre-paid technical services amounting to GBP 507,060 ($A90,000) settled
with the issue of 5,544,484 fully paid ordinary shares issued in the Company at
an issue price of A$0.162 per share.
As at 31 December 2018, GBP 347,902 ($A625,386) remains prepaid to Titeline.
6. EVENTS AFTER THE REPORTING PERIOD
On 18 February 2019 the Company announced a transaction with VAST Mineral Sands
Pty Ltd (VAST) under which it is farming in to a 50% interest in VAST's diamond
mining concession in South Africa. The Company's revenue share from the diamond
mining operations is expected to fully fund future gold exploration expenses.
The Company announced initiation of mining under this farm in agreement on 13
March 2019.
Other than as stated elsewhere in this report, Directors are not aware of any
other matters or circumstances at the date of this report that have
significantly affected or may significantly affect the operations, the results
of the operations or the state of affairs of the Company in subsequent
financial years.
7. DISTRIBUTION
Copies of these interim financial statements are available on the Company's
website (www.tectonicgold.com) or directly from the Company at its registered
address.
Ends
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014. Upon the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain.
END
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March 28, 2019 05:42 ET (09:42 GMT)
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