Interimconsolidated financialstatements
For the nine months ended March 31, 2006 - Unaudited
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Contents: | Pages: |
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Consolidated balance sheets | 19 |
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Consolidated statements of earnings and deficit | 20 |
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Consolidated statements of cash flows | 21 |
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Notes: interim consolidated financial statements | 22 - 33 |
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1 | Description of business and continuing operations | 22 |
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2 | Significant accounting policies and basis of preparation | 22 - 23 |
| a | Basis of presentation | |
| b | Use of estimates | |
| c | Revenue recognition | |
| d | Foreign currency translation | |
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3 | Nalunaq mineral property, plant and equipment | 24 |
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4 | Acquisition of Apex Mining Company | 25 |
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5 | Acquisition of Guinor Gold Corporation | 26 |
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6 | Disposal of Hwini-Butre Gold Concession | 27 |
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7 | Long-term debt | 27 - 29 |
| a | 6 % Convertible Bonds | |
| b | 9 % Convertible Bonds | |
| c | Other long-term debt | |
| d | March 2006 Bonds Issuance | |
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8 | Share capital | 30 |
| a | Share capital | |
| b | Share options | |
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9 | Segmented information | 31 - 33 |
| a | Earnings/(Loss) for the period by activity | |
| b | Loss before tax and non-controlling interest by geographical segment | |
Consolidatedbalance sheets
(Prepared by Management in Accordance with Canadian Generally Accepted Accounting Principles)
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United States dollars | | | | As at (Unaudited) |
US$‘000 | Notes | | | March 31 2006 | June 30 2005 |
ASSETS | | | | | |
Current assets: | | | | | |
Cash | | | | 151,381 | 37,799 |
Accounts receivable | | | | 7,751 | 3,147 |
Prepaid expenses | | | | 2,162 | 1,085 |
Inventories | | | | 12,023 | 6,043 |
| | | | 173,317 | 48,074 |
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Nalunaq mineral property plant & equipment | 3 | | | 56,393 | 55,386 |
Apex mineral property interest | 4 | | | 20,305 | - |
Guinor mineral property interest | 5 | | | 517,808 | - |
Investment in/and advances to Barberton Mines Limited | | | | 6,116 | 6,632 |
Investment in Golden Star Resources Limited | 6 | | | 2,681 | - |
Other mineral property interests | | | | 1,444 | 3,456 |
Other assets | 5 | | | 14,219 | 2,196 |
| | | | 792,282 | 115,744 |
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LIABILITIES | | | | | |
Current liabilities: | | | | | |
Accounts payable and accrued liabilities | | | | 44,605 | 11,899 |
Short-term portion of Convertible bonds | 7b | | | 3,001 | - |
| | | | 47,606 | 11,899 |
Rehabilitation provision | | | | 570 | 570 |
Future employee benefits | | | | 535 | - |
Convertible bonds | 7a | | | 184,724 | 3,113 |
Other long-term debt | 7c, 7d | | | 100,716 | 22,868 |
Capital lease obligation | | | | 59 | 343 |
Future income taxes | 4,5 | | | 144,409 | 2,717 |
Non-controlling interest | 4, 5 | | | 2,983 | 940 |
| | | | 481,602 | 42,450 |
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SHAREHOLDERS’ EQUITY | | | | | |
Share capital | 8 | | | 383,453 | 152,077 |
Equity component of convertible bonds | 7a, 7b | | | 15,612 | 76 |
Contributed surplus | | | | 1,015 | 548 |
Deficit | | | | (90,861) | (81,070) |
Cumulative translation adjustment | | | | 1,461 | 1,663 |
| | | | 310,680 | 73,294 |
| | | | 792,282 | 115,744 |
ON BEHALF OF THE BOARD:
Signed
“Jan A. Vestrum”
Director
Signed
“William R .LeClair”
Director
Consolidatedstatements of earnings and deficit
(Prepared by Management in Accordance with Canadian Generally Accepted Accounting Principles)
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United States dollars | | | Three months ended (unaudited) | | | Nine months ended (unaudited) |
US$‘000 (unless otherwise stated) | Notes | | March 31 2006 | March 31 2005 | | | March 31 2006 | March 31 2005 |
Mineral sales | | | 16,753 | 4,804 | | | 32,510 | 18,244 |
Direct costs of mineral sales | | | (12,960) | (5,309) | | | (23,746) | (15,133) |
Amortization, depletion and depreciation | | | (1,383) | (1,360) | | | (3,464) | (3,746) |
| | | 2,410 | (1,865) | | | 5,300 | (635) |
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EXPENSES | | | | | | | | |
Administration, office and general | | | | | | | | |
- Mining operations | | | (2,081) | (898) | | | (4,156) | (2,756) |
- Corporate | | | (1,499) | (1,283) | | | (5,019) | (2,609) |
Professional fees | | | (462) | (315) | | | (950) | (672) |
| | | (4,042) | (2,496) | | | (10,125) | (6,037) |
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OTHER INCOME/(EXPENSES) | | | | | | | | |
Equity (loss)/earnings from investment in Barberton Mines Limited | | (143) | 722 | | | 400 | 694 |
Gain on disposal of investment in Hwini-Butre Minerals | 6 | | 19 | - | | | 2,400 | - |
Gain on disposal of investment in Guinor Gold Corporation | | | - | - | | | 536 | - |
Gain on disposal of investment in Golden Star Resources | 6 | | 627 | - | | | 627 | - |
Gain on non-hedge derivatives | | | 455 | - | | | 455 | - |
Gain on disposal of investment in Metorex Limited | | | - | 410 | | | - | 597 |
Interest and finance charges | | | (4,584) | (787) | | | (6,900) | (3,525) |
Foreign exchange loss | | | (5,534) | - | | | (3,547) | - |
Net Interest and other (expenses)/income | | | (171) | - | | | 507 | 166 |
| | | (9,331) | 345 | | | (5,522) | (2,068) |
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Loss before provision for income taxes and non-controlling interest | | (10,963) | (4,016) | | | (10,347) | (8,740) |
Provision for income taxes | | | - | - | | | - | - |
Loss before non-controlling interest | | | (10,963) | (4,016) | | | (10,347) | (8,740) |
Non-controlling interest | | | (42) | 758 | | | 556 | 730 |
Net loss | | | (11,005) | (3,258) | | | (9,791) | (8,010) |
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Deficit at beginning of period | | | (79,856) | (76,857) | | | (81,070) | (72,105) |
Deficit at end of period | | | (90,861) | (80,115) | | | (90,861) | (80,115) |
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Loss per share basic - cents | | | (0.03) | (0.02) | | | (0.04) | (0.05) |
Weighted average number of shares outstanding | | | 324,833,628 | 175,334,293 | | | 257,632,410 | 164,503,548 |
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Consolidatedstatements of cash flows
(Prepared by Management in Accordance with Canadian Generally Accepted Accounting Principles)
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United States dollars | | | Three months ended (unaudited) | | | Nine months ended (unaudited) |
US$‘000 | Notes | | March 2006 | March 2005 | | | March 2006 | March 2005 |
OPERATING ACTIVITIES | | | | | | | | |
Net (loss)/earnings | | | (11,005) | (3,258) | | | (9,791) | (8,,010) |
Add/(deduct) items not affecting cash: | | | | | | | | |
Amortization, depletion and depreciation | | | 1,383 | 1,360 | | | 3,464 | 3,746 |
Equity earnings/(loss) from investment in Barberton Mines Limited | | 143 | (722) | | | (400) | (694) |
Gain on disposal of investment in Hwini-Butre Minerals | 6 | | (19) | - | | | (2,400) | - |
Gain on disposal of investment in Guinor Gold Corporation | | | - | - | | | (536) | - |
Gain on disposal of investment in Golden Star Resources | | | (627) | - | | | (627) | - |
Gain on disposal of investment in Metorex Limited | | | - | (410) | | | - | (597) |
Gain on non-hedge derivatives | | | (455) | - | | | (455) | - |
Share based compensation | | | 517 | 95 | | | 918 | 222 |
Non-controlling interest | | | 42 | (758) | | | (556) | (730) |
Change in non-cash operating working capital items | | | 16,022 | (3,218) | | | 9,558 | (3,186) |
| | | 6,001 | (6,911) | | | (825) | (9,267) |
FINANCE ACTIVITIES | | | | | | | | |
Issuance of common shares for cash | | | 60,827 | 32 | | | 231,326 | 1,136 |
Proceeds from bonds | | | 78,025 | - | | | 273,265 | 24,071 |
Repayment of amounts due from Metorex | | | - | - | | | - | 22 |
| | | 138,852 | 32 | | | 504,591 | 25,229 |
INVESTING ACTIVITIES | | | | | | | | |
Proceeds on disposal of investment in Guinor Gold Corporation | | | - | - | | | 2,529 | - |
Proceeds on disposal of investment in Golden Star Resources | | | 2,946 | - | | | 2,946 | - |
Proceeds on disposal of investment in Metorex Limited | | | - | 690 | | | - | 2,088 |
Proceeds on disposal of investment in Asia Pacific Resources Limited | | - | - | | | - | 60 |
Dividends received | | | 539 | - | | | 916 | - |
Investment in Guinor Gold Corporation | 5 | | (19,725) | - | | | (342,628) | - |
Investment in Apex Mining Company | 4 | | - | - | | | (6,600) | - |
Expenditures on Guinor mineral property interest | | | (31,836) | - | | | (38,069) | - |
Expenditures on Apex mineral property interest | | | (4,070) | - | | | (6,776) | - |
Expenditures on Nalunaq mineral property, plant and equipment 3 | | (1,204) | (2,730) | | | (4,471) | (6,974) |
Expenditures on other mineral property interests | | | (66) | (239) | | | (369) | (627) |
Other | | | 6,046 | 829 | | | 2,338 | (2,273) |
| | | (47,370) | (1,450) | | | (390,184) | (7,726) |
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Net cash inflow | | | 97,483 | (8,329) | | | 113,582 | 8,236 |
Cash at beginning of period | | | 53,898 | 18,559 | | | 37,799 | 1,994 |
CASH AT END OF PERIOD | | | 151,381 | 10,230 | | | 151,381 | 10,230 |
Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
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US$‘000 (unless otherwise stated) | | | |
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1. | Description of business and continuing operations | | | | | |
| Crew Gold Corporation (“Crew” or the “Company”) is an international mining company focused on identifying, acquiring and developing resource projects world-wide. At present, Crew operates a gold mining operation in Greenland and has an associated interest in a South African mining operation. During the six month period ended December 31, 2005, Crew has acquired further gold mining operations in the Philippines and Guinea. The Company also controls development projects in Greenland, Norway and the Philippines. The Company’s shares are traded on the Toronto, Oslo and Frankfurt Stock Exchanges and on the over the counter market in the United States. |
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2. | Significant accounting policies and basis of preparation | | | | | |
a | Basis of presentation | | | |
| These unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) for interim financial information and they follow the same accounting policies and methods of application as the audited consolidated financial statements of the Company for the year ended June 30, 2005, except as noted below. These financial statements do not include all of the disclosure required by Canadian GAAP for annual financial statements and should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2005.
In management’s opinion, all adjustments considered necessary for fair presentation have been included in these statements.
The consolidated financial statements include the accounts of the Company and all of its subsidiaries. The principal subsidiaries of the Company as at December 31, 2005 are as follows: |
| | Subsidiary | | | | | % interest |
| | Guinor Gold Corporation | | | | | 100.0 |
| | Apex Mining Company | | | | | 72.5 |
| | Nalunaq Gold Mine A/S (Greenland) (“Nalunaq”) | | | | | 82.5 |
| | Crew Minerals AS (formerly Crew Norway AS) | | | | | 100.0 |
| | Crew Minerals Philippines Incorporated | | | | | 100.0 |
| | Crew Development Limited | | | | | 100.0 |
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The Company’s interest in Nanortalik IS (Greenland) is subject to joint control and is consolidated on a proportional basis, whereby the Company includes in its accounts its proportionate share of Nanortalik’s assets, liabilities, and expenses.
The Company’s 20% interest in Barberton Mines Limited (“Barberton”) is recorded using the equity method. |
Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
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US$‘000 (unless otherwise stated) |
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2. | Significant accounting policies and basis of preparation (continued) |
b | Use of estimates |
| The preparation of financial statements in conformity with Canadian GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant areas where management’s judgement is applied include asset valuations, depreciation and depletion, income taxes, contingent liabilities and provision for reclamation. Actual results may differ from those estimates. |
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c | Revenue recognition |
| Revenue from mineral sales is based on the value of minerals sold, net of value added tax, and is recognized at the time that mineral ore is delivered to the customer, title and risks of ownership have passed, collection is reasonably assured and the price is reasonably determinable.
Revenue from the sale of metals may be subject to adjustment upon final settlement of estimated metal prices, weights and assays. Adjustments to revenue for metal prices are recorded monthly and any other adjustments are recorded on final settlement. Refining and treatment charges are netted against revenue. |
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d | Foreign currency translation |
| For operations considered financially and operationally integrated with the Company, foreign currency monetary assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Non-monetary assets, liabilities, revenues and expenses are translated into U.S. dollars at the rate of exchange prevailing on the respective dates of the transactions. Exchange gains and losses are included in earnings.
For operations considered self-sustaining, foreign currency assets and liabilities are translated into U.S. dollars at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate for the fiscal period. The resulting exchange gains and losses are accumulated in a separate component of shareholders’ equity until there has been a realized reduction in the net investment in such operations. |
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Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
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US$‘000 (unless otherwise stated) | | | |
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3. | Nalunaq mineral property, plant and equipment | | | | | |
| The following table shows the continuity of the Nalunaq mineral property interest: | | | |
| | | | | | March 2006 | June 2005 |
| | Balance at beginning of period | | | | 55,386 | 53,901 |
| | Movements in the period | | | | | |
| | Expenditures incurred during the period | | | | 4,471 | 7,117 |
| | Amortization, depletion and depreciation | | | | (3,464) | (5,632) |
| | Net movement | | | | 1,007 | 1,485 |
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| | Balance at end of period | | | | 56,393 | 55,386 |
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| The components of the Nalunaq mineral property, plant and equipment are as follows: | | |
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| | | | | March 2006 |
| | | | | Cost | Accumulated depletion and depreciation | Net book value |
| | Mining property and development costs | | | 43,057 | 5,091 | 37,966 |
| | Buildings | | | 2,261 | 297 | 1,964 |
| | Surface infrastructure | | | 4,508 | 747 | 3,761 |
| | Underground infrastructure | | | 6,177 | 973 | 5,204 |
| | Equipment | | | 9,486 | 1,988 | 7,498 |
| | | | | 65,489 | 9,096 | 56,393 |
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| | | | | June 2005 |
| | | | | Cost | Accumulated depletion and depreciation | Net book value |
| | Mining property and development costs | | | 42,234 | 2,814 | 39,420 |
| | Buildings | | | 1,659 | 177 | 1,482 |
| | Surface infrastructure | | | 4,508 | 509 | 3,999 |
| | Underground infrastructure | | | 3,651 | 646 | 3,005 |
| | Equipment | | | 8,966 | 1,486 | 7,480 |
| | | | | 61,018 | 5,632 | 55,386 |
Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
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US$‘000 (unless otherwise stated) | | | |
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4. | Acquisition of Apex Mining Company | | | | | |
| The Company signed a Definitive Agreement to purchase 72.5% of the common shares in Apex Mining Company (“Apex”) on August 24, 2005. The transaction was concluded by the transfer of the shares to Crew and its affiliated company Mapula Creek Gold Corporation (“Mapula”) against payment, subject to certain conditions, of US$6.6 million. This business combination was recorded using the purchase method with the effect that the results of operations and financial position of Apex were consolidated with the accounts of the Company from August 24, 2005. The Definitive Agreement triggered a mandatory bid of US$2.6 million on behalf of Crew and Mapula for the remaining 27.5% shares in Apex Mining Company. None of the remaining shareholders accepted the mandatory bid. Details of the fair value of Apex net assets acquired were as follows: |
| | Mineral property interests | | | | | 13,529 |
| | Less: | | | | | |
| | Future income tax liability(1) | | | | | (4,329) |
| | Non-controlling interest | | | | | (2,600) |
| | Consideration paid | | | | | 6,600 |
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(1) Representing the estimated future tax implications of the difference between the book value and tax value of the assets acquired. |
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The estimated fair value of Apex assets acquired represents management’s best estimate at the date of these financial statements. The Company is still completing its due diligence to finalize the fair value of the Apex assets acquired and expects to complete this exercise by June 30, 2006. Any adjustments to these preliminary estimates will be recorded when the purchase due diligence exercise is completed.
Details of movements in the Apex Mineral Property Interest since acquisition are as follows: |
| | Mineral property interests, at acquisition | | | | | 13,529 |
| | Expenditures incurred during the period | | | | | 6,776 |
| | Mineral property interests at March 31, 2006 | | | | 20,305 |
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| Apex is listed on the Philippine Stock Exchange (PSE:APX). Its principal asset is the Masara Gold Mine, located in the Compostela Valley in South-eastern Mindanao, where the previous commercial mining operations ceased in 2000. |
Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
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US$‘000 (unless otherwise stated) | | | |
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5. | Acquisition of Guinor Gold Corporation | | | | | |
| On October 17, 2005 the Company announced, together with Guinor Gold Corporation (“Guinor”), that both parties had entered into an agreement under which the Company agreed to offer to purchase 100% of Guinor’s common shares, at a price of C$1.50 per common share, in an all cash, fully financed transaction valued at approximately C$389 million (US$331.2 million).
The Crew offer was financed by the raising of approximately US$340 million, provided by the issue of 6% Convertible Bonds of US$194 million and new equity of US$146 million. On closure of the tender process on December 9, 2005, 245,572,869 Guinor common shares, representing approximately 94% of the issued and outstanding Guinor common shares, were validly deposited (or guaranteed for delivery) to the offer, which was made by an affiliated company of Crew, Crew Acquisition Corporation. The consideration paid was US$320.2 million. This business combination was recorded using the purchase method with the effect that the results of operations and financial position of Guinor were consolidated with the accounts of the Company from December 9, 2005.
The Company incurred total costs of US$16.3 million in respect of raising the financing of US$340 million and the subsequent acquisition of Guinor. Of these, US$7.8 million have been treated as deferred financing costs resulting from the issue of the 6% Convertible Bonds of US$194 million (included within “Other assets”), US$5.8 million have been treated as issue costs of the new equity of US$146 million and US$2.7 million has been included as an acquisition cost of the Guinor Mineral Property Interest.
Crew acquired a sufficient number of Guinor Shares in order to permit it to carry out a compulsory acquisition of the remainder of the outstanding Guinor Shares not deposited to the Offer pursuant to the Business Corporations Act (Yukon). The Company announced it would commence the compulsory acquisition of these shares on February 7, 2006. The process was completed on March 3, 2006 with the Company securing 100% of Guinor’s share capital for cash consideration of US$19.4 million.
Details of the fair value of Guinor net assets acquired were as follows: |
| | Cash acquired | | | | | 9,966 |
| | Other long term assets | | | | | 1,500 |
| | Mineral property interests | | | | | 479,739 |
| | Less: | | | | | |
| | Net current liabilities | | | | | (10,820) |
| | Employee retirement provision | | | | | (535) |
| | Future income tax liability(1) | | | | | (137,222) |
| | Acquisition costs | | | | | (3,086) |
| | Consideration paid | | | | | 339,542 |
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(1) Representing the estimated future tax implications of the difference between the book value and tax value of the assets acquired. |
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The estimated fair value of Guinor’s assets acquired represents management’s best estimate at the date of these financial statements. The Company is still completing its due diligence to finalize the fair value of the Guinor assets acquired and expects to complete this exercise by June 30, 2006. Any adjustments to these preliminary estimates will be recorded when the purchase due diligence exercise is completed.
Details of movements in the Guinor Mineral Property Interest since acquisition are as follows: |
| | Mineral property interests, at acquisition | | | | | 479,739 |
| | Expenditures incurred during the period | | | | | 38,069 |
| | Mineral property interests at March 31, 2006 | | | | 517,808 |
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Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
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US$‘000 (unless otherwise stated) | | | |
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6. | Disposal of Hwini-Butre Gold Concession | | | | | |
| On August 24, 2005, the Company received notice from St Jude Resources Ltd (“St Jude”) indicating St. Jude’s desire to increase its interest in the Hwini-Butre Gold Concession (“Hwini-Butre”) to 65%, pursuant to a call option stipulated in the original agreement between the parties dated February 1995. The Company offered, and St Jude agreed, to acquire the Company’s remaining interest with immediate effect.
The total consideration paid for these transactions was $5 million paid in an equivalent number of St Jude shares. As a result St. Jude issued 2,995,000 common shares to Crew. These shares represented a 7.1% interest in St Jude.
These shares are subject to a four month statutory hold period, after which time one third of these shares will be subject to a hold period spanning an additional 12 months. As a result of this transaction, the Company recorded a gain on disposal of $2.4 million, before tax, in the six months ended December 31, 2005.
Golden Star Resources Ltd (“Golden Star”) acquired the entire share capital of St Jude on December 21, 2005. Each St Jude share was exchanged for 0.72 of a Golden Star share. As a consequence of this transaction, the Company owned 2,156,400 shares in Golden Star. During the quarter ended March 31, 2006, the company sold 1,000,000 of these shares for $2.9 million and recorded a gain on disposal of $0.6 million before tax. The remaining 1,156,400 shares had a market value of $3.654 million on March 31, 2006. |
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7 | Long-term debt |
a | 6% Convertible Bonds |
| On December 15, 2005 the Company issued through a private placement directed towards institutional investors, US$194.5 million (Norwegian Kroner (”NOK”) 1,320 million) five-year senior convertible bonds. The bonds were issued in denominations of NOK500,000 and rank pari passu among themselves. After deducting financing costs of US$7.8 million net proceeds were US$186.7 million (NOK111.5 million).
These bonds bear a 6% coupon, payable annually in arrears. The principal portion of the bonds is convertible, at the option of the holder and subject to request for conversion pursuant to the conditions of the agreement, into common shares of the Company at a conversion price of NOK11.00 (US$1.62) per share. The maximum number of shares that may be issued on conversion is 120 million.
If the bonds are not converted, the principal portion is fully repayable on December 15, 2010.
The finance costs associated with the issue of the convertible bonds are recorded as deferred financing costs and are being amortized over the period of the liability.
The convertible bonds at March 31, 2006 have been segregated into their debt and equity components as follows: |
| | | | | | March 2006 | June 2005 |
| | Equity component | | | | 15,536 | - |
| | Debt component | | | | 184,724 | - |
|
Over the term of the debt obligation, the equity component is accreted to the face value of the instrument by recording an additional interest expense. |
Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
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US$‘000 (unless otherwise stated) | | | |
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7 | Long-term debt (continued) |
b | 9% Convertible Bonds |
| On September 8, 2003, the Company issued through a private placement, US$22.1 million (NOK120 million) three-year senior convertible bonds with three major financial institutions based in London. The bonds were issued in denominations of NOK10,000 and rank pari passu among themselves. After deducting finance costs of $1.5 million (NOK8.5 million) net proceeds were $20.6 million (NOK111.5 million).
These bonds bear a 9% coupon, payable semi-annually in arrears. The principal portion of the bonds is convertible, at the option of the holder and subject to request for conversion pursuant to the conditions of the agreement, into common shares of the Company at a conversion price of NOK3.60 ($0.67) per share. The maximum number of shares that may be issued on conversion is 33.3 million. In the period from issue till March 31, 2006, 28,138,887 shares were issued following conversion of bonds.
If the remaining bonds are not converted, the principal portion is fully repayable on September 8, 2006.
The finance costs associated with the issue of the convertible bonds are recorded as deferred financing costs and are being amortized over the period of the liability.
The convertible bonds at March 31, 2006 have been segregated into their debt and equity components as follows: |
| | | | | | March 2006 | June 2005 |
| | Equity component | | | | 76 | 76 |
| | Debt component | | | | 3,001 | 3,113 |
|
Over the term of the debt obligation, the equity component is accreted to the face value of the instrument by recording an additional interest expense. |
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c | Other long-term debt |
| On October 27, 2004, the Company issued through a private placement US$23.4 million (NOK150 million) five-year Senior Unsecured Bonds. The bonds were issued in denominations of NOK500,000 and rank pari passu amongst themselves. After deducting finance costs of US$0.7 million, net proceeds were US$22.7 million.
The bonds have a fixed interest rate of 9.5% with interest payable annually in arrears. The loan was drawn down on October 27, 2004 and will be repaid on October 27, 2009. The Company may redeem the loan in October 2007 at a price of 103.0% and in October 2008 at a price of 101.5%.
The financing costs associated with the issue of the bonds are held as deferred financing costs and are being amortized over the period of the liability. The balance outstanding was US$22.7 million at March 31, 2006 and US$22.9 million at June 30, 2005 . |
Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
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US$‘000 (unless otherwise stated) | | | |
| | | | | | | |
7 | Long-term debt (continued) |
d | March 2006 Bonds Issuance |
| On March 30, 2006 the Company received subscriptions for a new issue of secured bonds in the aggregate principal amount of approximately $80 million, comprising a USD tranche of $48.625 million and a NOK tranche of NOK194.5 million, approximately $29.4 million.
The USD tranche of the bonds has a floating interest rate of 3 month LIBOR + 5.0% per annum, whereas the NOK tranche has a floating interest of 3 month NIBOR + 5.0% per annum. The bonds have a 5 year term, and Crew may redeem the bonds (wholly or in part) at the third anniversary of the issuance at a price of 105.0% and at the fourth anniversary of issuance at a price of 102.5%.
The bonds are secured by a pledge over all the shares of Crew's wholly owned subsidiary Guinor Gold Corporation. Crew undertakes not to raise any new debt which results in the Company's total debt to EBITDA ratio exceeding 3.0, nor raise any new debt in Guinor. In addition, Crew also agrees not to make any dividend payments or other distributions to its shareholders that will constitute more than, on a consolidated basis, 50% of Crew's net profit after taxes for the previous financial year (other than in respect of a divesting of non-gold assets of Crew into a separate entity listed on a stock exchange). |
Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
| | | | | | | | | | | | | |
US$‘000 (unless otherwise stated) | | | |
| | | | | | | |
8. | Share capital | | | | | |
a. | Details of changes in the issued share capital since 30 June 2005 are as follows: | | | |
| | SHARE CAPITAL | | | | Number of shares | Amount US$‘000 |
| | Balance at June 30, 2005 | | | | 193,836,515 | 152,077 |
| | Issued during the period | | | | | |
| | New shares issued for cash, net of issue expenses | | | | 161,061,557 | 230,859 |
| | Issued for cash on exercise of stock options | | | | 1,250,000 | 517 |
| | Balance at March 31, 2006 | | | | 356,148,072 | 383,453 |
| | | | | | | |
b. | Share Options | | |
| Share options outstanding at March 31, 2006 are as follows: | | | |
| | Number of share options outstanding | | Options exercisable | Expiry date | Weighted average exercise price (Canadian dollars) | |
| | 300,000 | | 300,000 | 6 March 2007 | 0.40 | |
| | 500,000 | | 500,000 | 2 November 2007 | 0.33 | |
| | 680,000 | | 680,000 | 26 June 2008 | 1.33 | |
| | 500,000 | | 500,000 | 22 July 2008 | 0.42 | |
| | 200,000 | | 200,000 | 12 August 2008 | 0.55 | |
| | 275,000 | | 275,000 | 23 October 2008 | 0.84 | |
| | 250,000 | | 166,667 | 10 March 2009 | 1.20 | |
| | 250,000 | | 83,333 | 6 October 2009 | 1.28 | |
| | 250,000 | | 83,333 | 10 February 2010 | 1.35 | |
| | 1,530,000 | | 510,000 | 5 August 2010 | 1.85 | |
| | 2,400,000 | | - | 9 December 2010 | 1.50 | |
| | 3,700,000 | | - | 10 March 2011 | 1.74 | |
| | 10,835,000 | | 3,298,333 | | 1.44 | |
| |
| Share purchase options with a fair value of $2,920,000 were granted during the period. Share based compensation is determined using an option pricing model assuming no dividends are to be paid, a weighted average volatility of the Company’s share price of 39 - 44%, an annual risk free interest rate of 3% and an expected life of 5 years.
Of the 2,040,000 options granted on December 9, 2005, 2,000,000 vest over 1.5 years provided project performance targets are met in Guinea. |
|
Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
| | | | | | | | | | | | | | | |
US$‘000 (unless otherwise stated) | | | |
| | | | | | | |
9. | Segmented information | | |
| Operating segments | | | |
| The Company manages its commercial mining operations by the type of commodity produced. Following the commencement of commercial mining operations at Nalunaq during July 2004, management considers the Group to be operating in three segments. These are Gold Mining, Exploration and Development activities, and Corporate.
Segment information for the period ended March 31, 2006 and the year ended June 30, 2005 is as follows: |
a | Earnings/(Loss) for the period by activity | | |
| | | | Nine months ended 31 March 2006 |
| | | | Gold mining | Exploration and development | Corporate items | Total |
| | Mineral sales | | 32,510 | - | - | 32,510 |
| | Direct cost of sales | | (23,746) | - | - | (23,746) |
| | Amortization, depletion and depreciation | | (3,464) | - | - | (3,464) |
| | Interest and finance charges | | - | - | (6,900) | (6,900) |
| | Other administration office and general expenses | (4,156) | - | (5,019) | (9,175) |
| | Professional fees | | (107) | - | (843) | (950) |
| | Other corporate items | | - | - | 1,378 | 1,378 |
| | Earnings/(loss) before tax and non-controlling interest | 1,037 | - | (11,384) | (10,347) |
| | Additions to capital assets | | 42,450 | 7,145 | 129 | 49,814 |
| | | | |
| | | | Three months ended March 31, 2006 |
| | | | Gold mining | Exploration and development | Corporate items | Total |
| | Mineral sales | | 16,753 | - | - | 16,753 |
| | Direct cost of sales | | (12,960) | - | - | (12,960) |
| | Amortization, depletion and depreciation | | (1,383) | - | - | (1,383) |
| | Interest and finance charges | | - | - | (4,584) | (4,584) |
| | Other administration office and general expenses | (2,081) | - | (1,498) | (3,579) |
| | Professional fees | | (57) | - | (405) | (462) |
| | Other corporate items | | - | - | (4,748) | (4,748) |
| | Earnings/(Loss) before tax and non-controlling interest | 272 | - | (11,235) | (10,963) |
| | Additions to capital assets | | 33,040 | 4,136 | 23 | 37,199 |
Notes: interim consolidated financial statements
For the nine months ended 31 March 2006 - Unaudited
| | | | | | | | | | | | | | |
US$‘000 (unless otherwise stated) | | | |
| | | | | | | |
9. | Segmented information (continued) | | |
a | Earnings/(Loss) for the period by activity (continued) |
| | | | Nine months ended 31 March 2005 |
| | | | Gold mining | Exploration and development | Corporate items | Total |
| | Mineral sales | | 18,244 | - | - | 18,244 |
| | Direct cost of sales | | (15,133) | - | - | (15,133) |
| | Amortization, depletion and depreciation | | (3,746) | - | - | (3,746) |
| | Interest and finance charges | | (254) | - | (3,271) | (3,525) |
| | Other administration office and general expenses | (2,756) | - | (2,609) | (5,365) |
| | Professional fees | | (270) | - | (402) | (672) |
| | Other corporate items | | - | - | 1,457 | 1,457 |
| | Earnings/(loss) before tax and non-controlling interest | (3,915) | - | (4,825) | (8,740) |
| | Additions to capital assets | | 6,794 | 627 | - | 7,601 |
| |
| | | | Three months ended 31 March 2005 |
| | | | Gold mining | Exploration and development | Corporate items | Total |
| | Mineral sales | | 4,804 | - | - | 4,804 |
| | Direct cost of sales | | (5,309) | - | - | (5,309) |
| | Amortization, depletion and depreciation | | (1,360) | - | - | (1,360) |
| | Interest and finance charges | | (102) | - | (685) | (787) |
| | Other administration office and general expenses | (898) | - | (1,283) | (2,181) |
| | Professional fees | | (10) | - | (305) | (315) |
| | Other corporate items | | - | - | 1,132 | 1,132 |
| | Earnings/(loss) before tax and non-controlling interest | (2,875) | - | (1,141) | (4,016) |
| | Additions to capital assets | | 2,730 | 239 | - | 2,969 |
Notes: interim consolidated financial statements
For the nine months ended March 31, 2006 - Unaudited
| | | | | | | | | | | | | | |
US$‘000 (unless otherwise stated) | | | |
| | | | | | | |
9. | Segmented information (continued) | | |
b | Loss before tax and non-controlling interest by geographical segment |
| | | | | | Nine months ended March 31 |
| | | | | | 2006 | 2005 |
| | Greenland | | | | (1,641) | (3,915) |
| | Guinea | | | | 1 | - |
| | Corporate | | | | (8,707) | (4,825) |
| | | | | | (10,347) | (8,740) |
| |
| | | | | | Three months ended March 31 |
| | | | | | 2006 | 2005 |
| | Greenland | | | | (1,820) | (2,875) |
| | Guinea | | | | (134) | - |
| | Corporate | | | | (9,009) | (1,131) |
| | | | | | (10,963) | (4,006) |
| | | |
c | Capital assets by activity |
| | | | | | March 2006 | June 2005 |
| | Gold mining | | | | 574,201 | 55,386 |
| | Exploration and development | | | | 21,749 | 3,466 |
| | Corporate | | | | 175 | 36 |
| | | | | | 596,125 | 58,888 |
| | | |
d | Capital assets by geographical segment |
| | | | | | March 2006 | June 2005 |
| | Greenland | | | | 57,543 | 56,405 |
| | Africa | | | | 517,808 | 2,381 |
| | Europe | | | | 129 | 45 |
| | Philippines | | | | 20,645 | 57 |
| | | | | | 596,125 | 58,888 |
| | In addition, the Company had an investment in an associated company in Africa with a carrying value of $6,116,000 at March 31, 2006 ($6,632,000 at June 30, 2005). The principal activity of this company is gold mining. |