CONTENTSliongoldcorp.listedcompany.com/misc/ar2013/ar2013.pdf · assets in Tasmania and New South...

CONTENTS

02 Corporate Profi le

06 Milestones

08 Letter to Shareholders

16 Community & Environment

18 Gold Operations

28 Board of Directors

32 Our Management

34 Corporate Information

35 Group Structure

37 Corporate Governance Report

53 Financial Statements

156 Shareholders’ Information

159 Notice of Annual General Meeting

02LionGold Corp Ltd Annual Report 2013

LionGold Corp is Singapore’s first Main Board-listed gold company. The

Group has rapidly established itself in the global gold mining industry over the

FY2013 period. Primary concessions are in Australia, Ghana and Bolivia. The

Group collectively holds 5.5 million ounces of gold resources, of which nearly

900,000 ounces are classified as reserves. Future expansion will be achieved

through further acquisitions and organic growth.

The Group aims to become a global gold producer and is initially targeting

minimum gold resources of 10 million ounces, reserves of 2 million ounces

and annual production of 200,000 ounces by 2014. Acquisition prospects will

have scalable resources with scope for rapid enhancement and which are

currently producing or within a year from production. The intention behind

this selective approach is to unlock asset value while building out the gold

business.

DEVELOPMENTSSince changing its core business to gold mining, development and exploration

in March 2012, LionGold Corp has completed the following acquisitions:

Company Location

Signature Metals (77%) Ghana, Ashanti Gold Belt

Castlemaine Goldfields (100%) Australia, Central Victoria

Brimstone Resources (100%) Australia, Western Australia

Minera Nueva Vista (93%)* Bolivia, Bustillo Province

LionGold has also acquired an 18% strategic stake in Citigold Corporation

with gold mining operations in Queensland, Australia, a 9% stake in Acadian

Mining Corporation with gold assets in Nova Scotia, Canada. Subsequent to

FY2013, the Group acquired a 13% stake in Unity Mining with primary gold

assets in Tasmania and New South Wales, Australia.

CORPORATE PROFILE

LionGold’s gold production in FY2013 was

37,000 ounces

*Through its wholly-owned subsidiary, Vista Gold (Antigua) Corp which owns 97% of Compania Inversora Vista S.A., which owns 97% of Minera Nueva Vista

LionGold Corp Annual Report.indd 4 7/2/13 10:34 PM

LionGold Corp Ltd

Operations

Signature Metals

77% OwereMines

70%

CastlemaineGoldfields

100%

Brimstone Resources

100%

Vista Gold Antigua

100%

Strategic Investment

CitigoldCorporation

18%

Acadian MiningCorporation

9%

UnityMining

13%

Minera NuevaVista

93%



Castlemaine GoldfieldsCentral Victoria (100%)

Unity MiningTasmania, New South Wales (13%)


HISTORYLionGold Corp Ltd changed its name from The Think

Environmental Company Ltd (TTEC) and its core business to gold mining

following a change in substantial shareholders in 2011. Thereafter, the Group

embarked on an initial acquisition strategy to establish the gold business.

Divestment of non-core assets in the renewable energy industry is nearly

complete, and efforts to sell the office equipment manufacturing business in

China are progressing.

AMERICAS

AUSTRALIA

AFRICA

LIONGOLD CORP PROJECTS

Acadian Mining CorporationNova Scotia, Canada (9%)

CORPORATE PROFILE

Minera Nueva VistaAmayapampa, Bolivia (93%)*

Signature MetalsAshanti Gold Belt, Ghana (77%)

Brimstone ResourcesWestern Australia, Victoria (100%)

Citigold CorporationQueensland (18%)



ACQUISITIONS INITIATED IN FY2013• SignatureMetalsLimited 77% S$ 66million

• CastlemaineGoldfieldsLimited 100% S$ 84million

• BrimstoneResourcesLimited 100% S$ 6million

• MineraNuevaVistaS.A. 93% S$ 9million

• CitigoldCorporationLimited 18% S$ 24million

• AcadianMiningCorporation 9% S$ 1million

ACQUISITIONS INITIATED IN 1H FY2014• UnityMiningLimited 13% S$ 9million

FUND-RAISING• Convertiblebondissue S$ 28 million(US$23million)

• 12millionnewshares S$ 12 million

• 42millionnewshares S$ 44 million

• 41millionwarrantoptions S$ 3 million

• 228.9millionrightswarrants S$ 15 million


MILESTONES

LIONGOLD CORP IS A COMPONENT OF

THREE EQUITY INDICES:

•VanEckMarketVectors Global Junior Gold Miner Index

•FTSESingaporeMid-Cap Index

•MSCIGlobalSmallCap Index


*



KEY APPOINTMENTS•Nicholas Ng, as Chief Executive Officer

and Managing Director

•Raymond Tan, as Executive Director,

Group General Counsel and Chairman of

Signature Metals

• Matthew Gill, as Group Chief Operating Officer, in addition to his

role as Managing Director of Castlemaine Goldfields

• Brendan Goh, as Chief Financial Officer

• Krzysztof (Chris) Gbyl, as Chief Executive Officer of Signature Metals Limited

and Project Director of Owere Mines

Other Developments

• Disposalofa60%stakeinIndustrialPowerTechnologyPteLtdand

100% of The Think Environmental Co Sdn Bhd and an industrial property

inSingaporeforS$12.5million

• FormationofaTechnicalCommitteetoadvisetheBoardofDirectors

on acquisitions and operations

• AppointmentofPricewaterhouseCoopersLLPasglobalfinancialauditor



LETTER TO SHAREHOLDERS

LionGold’s market

capitalisation rose by 37% to

over S$1 billion, and the return to

shareholders was 8.7%

Dear Shareholders,

On behalf of the Board of Directors (“Board”), I am pleased to present to

you the Annual Report for LionGold Corp (“LionGold” or “Group”) for the

financial year ended 31 March 2013 (“FY2013”).

FY2013 has been a dynamic year for LionGold. Interests in six gold companies,

withacombinedtransactionvalueofS$190million,wereacquired,andthe

Group has subsequently taken a substantial stake in a second Australian gold

producer. The Group’s mining portfolio now includes 5.5 million ounces of gold

resources, of which nearly 900,000 ounces are reserves. Maiden commercial

goldsalesreachedS$33.5millionwiththesuccessfulproductionrampupat

Castlemaine Goldfields’ Ballarat Mine. In support of the rapid build-out of the

gold business, the divestment of non-core “green energy” assets was nearly

completed.

Investors have responded positively to the Group’s gold-focused strategy.

Proceeds of over S$100 million were generated over the year through

the private placement of new equity and issue of convertible instruments.

LionGold’smarket capitalisation rose by 37% to over S$1 billion, and the

return to shareholders was 8.7% in Singapore Dollars and 7.4% in US Dollars.

In US Dollar terms, this compares with -4% and -34% for gold and junior

miner gold companies, respectively, in FY2013 period.

Capital raisings and acquisitions have transformed

LionGold’s balance sheet. Compared with FY2012,

netassetsrosebyovereight-foldtoS$276million.

TheGroupendedtheyearwithnearlyS$47million

incash,andborrowingswere reduced fromS$31

million to S$3 million following the issue of a

US$23millionconvertiblebond.



We believe the long-term outlook

for gold is well-supported by

physical market dynamics

To address the challenges ahead, a strong leadership team has been brought

in to manage and grow the Group’s gold mining business. Our technical team

has also been fortified to integrate and progress the newly acquired gold

assets, and two veteran mining professionals were appointed to the Board.

While a sustained decline in gold prices would have a negative impact on

the Group’s current gold mining operation, we believe the long-term outlook

for this precious metal is well-supported by physical market dynamics. The

steep fall in the prices of many gold mining companies from the start of

2013 ultimately improves expansion opportunities for LionGold, as an active

acquirer of gold assets.

GOLD MINING

OperationsSignificant progress has been made in advancing LionGold’s main gold

projects acquired during the financial year. Among the operational milestones:

Castlemaine Goldfields’ Ballarat Mine in central Victoria ramped up its first

commercial production, under LionGold’s auspices, producing 29,000 ounces

of gold over the last six months of the financial year.

Signature Metals’ Konongo Project in Ghana’s Ashanti Gold Belt has been

refocused on exploration and development of the high-grade underground

potential, under a new in-house management team.

Minera Nueva Vista’s Amayapampa Gold Project in Bolivia’s Bustillo

Province has been fast-tracked. A new draft mine plan is being finalised, and

a locally-based management team is now in place.

At Brimstone Resources Limited, exploration at Penny’s Find in Western

Australia and Stawell East in Victoria continued as required to maintain the

tenements. Mornington Offshore’s exploration activities in Mali remain

suspended due to the ongoing civil conflict in the north of the country.




Strategic InvestmentsOver the past 12 months, LionGold has become a significant shareholder in

three publicly-listed gold companies:

• Citigold Corporation Limited (18%), which owns the Charters Tower

project in Queensland, Australia, and in which LionGold is now the single

largest shareholder and has appointed two members to the Citigold board.

• Acadian Mining Corporation (9%), which owns tenements in Nova Scotia,

Canada.

• Unity Mining Limited (13%), which owns the producing Henty Mine in

Tasmania and the Dargues Reef Project in New South Wales, Australia,

and in which LionGold is the single largest shareholder.

This strategic portfolio has enabled the Group to advance its industry presence

and expand opportunities around the world.

Going ForwardA highly-focused strategy and capital discipline are essential components

of management’s objective to deliver sustainable results to shareholders.

The Board remains committed to its stated FY2012 intention, to support

the transformation of LionGold into a mid-tier global gold mining company

by 2014, targeting gold resources of 10 million ounces and gold reserves

of 2 million ounces, and reaching these goals through organic growth and

acquisitions.

Given the investment opportunities which have resulted from the current

depressed prices of gold miners globally, the 2014 annualised production

target for the Group has been raised from 120,000 ounces to 200,000

ounces. Accordingly, the acquisition strategy will now focus more specifically

on prospects that are in production, or within 12 months of production, with

reserve ounces and potential to expand the Group’s average life of mine.

With a base of projects now in place, consolidation opportunities can also be

explored in select geographies.

0

200

400

600

800

1000

1200

1400

1600

1800

2000

-100%

0%

100%

200%

300%

400%

500%

Jun-

03

Dec

-03

Jun-

04

Dec

-04

Jun-

05

Dec

-05

Jun-

06

Dec

-06

Jun-

07

Dec

-07

Jun-

08

Dec

-08

Jun-

09

Dec

-09

Jun-

10

Dec

-10

Jun-

11

Dec

-11

Jun-

12

Dec

-12

Per

cent

age

Incr

ease

Date

Junior Mining Index vs. Price of Gold (USD, 10yr) 20 Jun 2003 - 14 Jun 2013

Dow Jones North American Select Junior Gold Total Return Index Spot Price of Gold

The Board remains

committed to...the transformation

of LionGold intoa mid-tier global

gold mining company by

2014

Junior Gold Mining Index vs Price of Gold (USD, 10yr)20 June 2003 - 14 June 2013



For LionGold’s existing operations, options for continuous improvement

through optimisation of exploration, development and production, cost

management, labour productivity and capital efficiencies are regularly reviewed.

The weakness in prices of many mined commodities has discernibly reduced

the cost of some mine-related products and services. Within the LionGold

corporate structure, project managers are better positioned to negotiate with

suppliers as well as attract quality staff at all levels. Our substantial in-house

technical, legal and financial expertise is now positioned to be leveraged

Group-wide in support of projects around the globe.

For FY2014, the Ballarat Mine is poised to achieve its 40,000 to 50,000

annualised gold production target at an average cash cost of US$850

per ounce. At the Konongo project, the exploration programme has been

accelerated, and a life of mine plan and metallurgical study are now underway.

The mine plan for Amayapampa will soon be finalised, and production from a

starter pit is expected in early FY2015. The timing of investments in these and

our other projects will be carefully balanced to consider growth objectives and

potential new opportunities.

The Group’s core, gold-related activities are subject to regulation under the

laws of the various jurisdictions in which we operate. At all times, we intend

to fully respect the related regulations, communities and environments and

will so incorporate such considerations into our planning and operational

decisions.

Recent gold price volatility has greatly increased opportunities to buy developed mining assets at substantial discounts to

market valuation

MINING PROJECT LIFE CYCLE




Gold Price VolatilityA review of the Group’s gold business would not be complete without a

commentary on the recent volatility in the gold market. Since the start of

2013 through the end of June, gold prices have fallen nearly 28% to around

US$1,250perounce,punctuatedbya12%,US$185perouncedropbetween

11and16April.Despitetheshort-termuncertaintythishascreatedforgold

traders, as a gold miner, we remain confident that global supply/demand

forces will support the longer-term outlook for gold prices.

Central Banks became net buyers of gold in 2008 after nearly two decades

of being net sellers of the metal, now representing over 10% of total demand.

A large portion of the incremental purchases are from emerging countries,

which have a relatively low proportion of reserves invested in gold compared

with the developed economies.

Gold Demand by Source, 2012

9%

72%

12%

7%

Source: Thomson Reuters GFMS, World Gold Council

Global Demand of Physical Gold by Country, 2012

Central Banks become Net Buyers from 2008

Source: CPM Group

M/oz

20

15

10

5

0

(5)

(10)

(15)

(20)

(25)

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

Annual Changes in Gold Reserves

Source: CPM Group

M/oz

30

25

20

15

10

5

0

(5)

(10)

(15)

(20)

(25)

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

Emerging & Developing Countries

Advanced Countries

Consumer EFT Central Bank Demand Technology Demand

Net Seller

Source: Thomson Reuters GFMS, World Gold Council

29%

11%

14%

6%

8%27%

5%

India Greater China Europe ex CIS US Middle East/Turkey

Far East Rest of World

Net Buyer


South Africa Canada United States Australia China Russia Peru

Indonesia Other


The overall consumption trend for gold jewellery, coins and bars is intact,

particularly for the faster-growing, emerging world, demonstrating that

demand is responding to the weakness in gold prices.

Mined Gold Supply has Stagnated

Source: CPM Group

M/oz

80

70

60

50

40

30

20

10

0

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

Total Gold Supply

Source: CPM Group

M/oz

135

115

95

75

55

35

15

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

Global Gold Jewellery Demand

Source: World Gold Council

Tonnes

600

500

400

300

200

100

0Q1‘12 Q1‘12 Q3’12 Q4’12 Q1’13

China & India

Global Gold Bar and Coin Demand

Source: World Gold Council

Tonnes

400

350

300

250

200

150

100

50

0Q1‘12 Q1‘12 Q3’12 Q4’12 Q1’13

China & India

While the demand for physical gold is beginning to pick up, mined supplies

have effectively plateaued over the past decade due to falling ore grades,

escalating production costs and unspectacular exploration results. This is

despite the near doubling of an annual average exploration spending during

the five-fold rise in gold prices since 2000, compared with a decade earlier.

The recent divergence between paper and physical gold prices further

illustrate the underlying market backing for this unique metal.





Mine Production Secondary Supply from Scraps Sale from Transitional Economies



OTHER BUSINESS DEVELOPMENTS

DivestmentsDivestment of the green energy business continued during the reporting

period. LionGold completed the sale of a 60% stake in Industrial Power

Technology Pte Ltd (IPT), a related industrial property in Singapore, and

100% of The Think Environmental Co Sdn Bhd. Management intends to sell

the Group’s residual 15% stake in IPT in due course.

Also in FY2013, payment for the S$22million owed for the sale of Think

Environmental Ltd (TE) and Think Greenergy (TGE) in FY2012 was received.

China Manufacturing The Group’s non-core office equipment manufacturing operations in the

People’s Republic of China (PRC) reported healthy results for FY2013.

The number of products manufactured increased by about 18% compared

toFY2012,but revenuedeclinedmarginally toaboutUS$87milliondue to

the change in product mix. Gross profit increased, mainly attributed to the

revision of selling prices, stringent cost control, gradual implementation of

automation and fine tuning of working processes to improve productivity. The

existing lease on the factory premises was extended for another two years,

from June 2013.

For FY2014, the PRC business is expected to remain constant,

notwithstanding risks from foreign currency exchange rates, minimum

wage regulations and the fluctuation in the prices of raw materials. Demand

from traditional main markets in US and EU is likely to remain flat. Plans to

increase domestic sales to balance exposure to other markets have been

accelerated, but the China market will need time to gain traction.

FINANCIAL REVIEW

LionGold’s financial statements for FY2013 reflected its transformation to a

gold-focused strategy. The Group consolidated four subsidiaries acquired

during the year: Signature Metals, Castlemaine Goldfields, Brimstone

Resources and Minera Nueva Vista, resulting in an increase in net assets

fromS$30million toS$276million.TheGroup’s revenueofS$120million

was 29.8% higher than in FY2011, contributed mainly by the Group’s office

equipment manufacturing business in PRC and the initial revenue recognised

by thegolddivision.Net loss for the yearwasS$11million largelydue to

gold asset acquisitions. This represents an improvement over the net loss of

S$31millionreportedinFY2012.


LionGold’s financial

statements for FY2013 reflected its transformation to a gold-focused

strategy


The Group’s balance sheet as at 31 March 2013 includes the assets relating

toS$141million ingoldexplorationandevaluationandS$9million ingold

mining. Shareholders’ equity increased significantly to S$246 million from

S$33million,attributabletothevariousfundraisingexercisesundertakenby

the Company during the year and the issuance of shares in the Company as

consideration for the acquisition of its subsidiaries. The Group ended FY2013

withcashandcashequivalentsofS$47million,comparedwithS$16million

as at 31 March 2012. The Group raised approximately

S$102millionduringtheyearfromaconvertiblebond

issue, private placement of shares and warrants and a

rights issue of warrants.

The Board of Directors is not recommending a dividend

distribution to shareholders for the year ended 31

March 2013.

ManagementA new leadership team was appointed to spearhead LionGold’s rapidly

expanding gold business. Nicholas Ng joined as the Group’s Chief Executive

Officer and Managing Director, while Raymond Tan, previously a Non-

Executive Director and Corporate Secretary for the Group, came on board

as Executive Director and Group General Counsel. Brendan Goh was also

appointed as Chief Financial Officer. In addition to strengthening senior

management, the core leadership team has significantly bolstered LionGold’s

in-house corporate finance capabilities, which are critical for the Group’s

acquisition-oriented expansion strategy and fund-raising.

Matthew Gill joined as Group Chief Operating Officer following the acquisition of

Castlemaine Goldfields, where he was Chief Executive Officer and Managing

Director. In the eight short months which followed, Matthew assembled a

formidable operations team around the globe.

Word of Appreciation

We ardently thank our Directors, management, employees, partners and

suppliers for their continued hard work and dedication, as well as our

shareholders for their ongoing support of LionGold Corp.

Tan Sri Dato’ Nik Ibrahim Kamil

Bin Tan Sri Nik Ahmad Kamil

Non-Executive Chairman


The Group ended FY2013 with cash and

cash equivalents of S$47.0 million

Nicholas Ng Yick Hing

Group Chief Executive Officer



The Group’s operations are subject to regulation under the laws of the various

jurisdictions in which LionGold operates. At all times, we intend to fully

respect the related regulations, communities and environments and will so

incorporate such considerations into our planning and operational decisions.

The Directors accept the obligations of the Group and believe that all

exploration and mine activity conducted in FY2013 and up to the time of the

publication of this Annual Report was undertaken in strict accordance with

regulatory requirements and in line with current community expectations for

responsible and sustainable practice.

We continually aim to improve our environmental performance and

participation in the objectives of the surrounding communities by:

• Reducingtheeffectofemissions

• Improvingenergyefficiencies

• Wiselyconsumingnaturalresources,suchaswater

• Focusoneconomicrecycling,wherepossible

• Rehabilitatingtheenvironmentaffectedbyouractivities

• Monitoring,auditingandreportingonourenvironmentalperformance

With consideration to the communities in which we operate, LionGold will

continually work to establish and maintain relationships, based on a foundation

of mutual understanding and respect by:

• Consultingwithhostcommunities,governmentauthoritiesandother

community-focused organisations

• Communicatinginanopenandtransparentmanner

• Engagingandallowingfordifferingopinions

• Valuingdiversityandprotectingculturalheritage

• Conductingourselvesconsistentlywithourstatedvalues

COMMUNITY & ENVIRONMENT

At all times, we intend to fully

respect the related regulations,

communities and environments



Lesa Bell (Environment and Community Officer) sampling groundwater below the Ballarat Tailings Storage Facility


Company

Castlemaine Goldfields

Signature Metals

Minera Nueva Vista

Brimstone Resources

Citigold Corporation

Acadian MiningCorporation

Unity Mining

Country

Australia

Ghana

Bolivia

Australia

Australia

Canada

Australia

Project

Castlemaine

Ballarat

Konongo

Amayapampa

Penny’s Find

Charters Towers

Beaver Dam

Fifteen Mile Stream

Henty Mine

Lakeside

Darques Reef

LGCInterest

100%

77%

93%*

100%

18%

9%

13%

Resources(ounces)

686,000

71,700

1,470,000

1,280,000

52,300

11,000,000

950,000

308,000

338,000

66,000

327,000

Reserves(ounces)

–

–

–

787,300

–

620,000

–

–

133,000

–

233,000

Figures are extracted from previous JORC - and NI 43-101-compliant announcements. Resources include Reserves.*Through its wholly-owned subsidiary, Vista Gold (Antigua) Corp which owns 97% of Compania Inversora Vista S.A., which owns 97% of Minera Nueva Vista


GOLD MINING INTERESTSEfforts are ongoing to balance LionGold’s ratio of resources, reserves and

production and geographic spread through the allocation of capital and

management resources to optimise the Group’s risk / reward profile.

GOLD OPERATIONS




Citigold Corporation (18%)Queensland

Castlemaine Goldfields (100%)Central Victoria

Brimstone Resources (100%)Western Australia

Acadian Mining (9%)Nova Scotia, Canada

Minera Nueva Vista (93%)*Amayapampa, Bolivia

Signature Metals (77%)Ashanti Gold Belt, Ghana

Unity Mining (13%)Tasmania, New South Wales



GOLD OPERATIONS

CASTLEMAINE GOLDFIELDS LIMITED

Castlemaine Goldfields was acquired by LionGold in August 2012 following

a successful takeover offer, which attracted more than 90% acceptances.

Castlemaine was subsequently removed from the official list of the ASX in

September 2012, and the acquisition of the balance of Castlemaine shares

was concluded in December 2012.

Castlemaine is a gold explorer and producer with five tenements in Australia’s

historic central Victoria gold belt, collectively covering 152 square kilometres.

These are within proximity of the established regional gold mining centre of

Bendigo, an area which has produced over 1.4 million ounces of gold at a

grade of exceeding 9 grams per tonne from the 1850s. The active Ballarat

mine is located some 115 kilometres northwest of Melbourne. Facilities include

a fully re-commissioned 600,000 tonne per annummill, gravity and leach

circuits, a state-of-the-art reverse osmosis water treatment plant, an assay

lab and a stores inventory. High standards of environmental practice include

rehabilitation and land management activities, a fire reduction programme

and an active working relationship with Parks Victoria.

Underground mining and ore processing at Ballarat was restarted in 2011,

and the first gold pour under a new management team was achieved in

September that same year. Production was ramped up in 2012, and by

June, the underground development was sufficiently advanced to include a

number of working areas which accessed the high grade Mako Lode ore in

the Llanberris compartment. The high gold grades achieved from this Lode

provided the geological confidence to advance the underground development

200 metres further north to the Britannia compartment which later provided a

second source of ore during the year. Development continues to the north and

has progressed to the Victoria compartment, where underground diamond

drilling is focused on delineating further gold resources.

For the year under review, operational achievements included approximately

2.9 kilometres of underground development, 26.3 kilometres of diamond


MELBOURNE

Bendigo

Castlemaine5.6 Mozs

Tarnagulla700,000 ozs

Sebastian187,000 ozs

Raydara

Ballarat12 Mozs

Berringa964,600 ozs

Gold refineryGold field

Melbourne

WESTERNAUSTRALIA

NORTHERNTERRITORY

QUEENSLAND

SOUTH AUSTRALIA

NEW SOUTH WALES

Victoria

AUSTRALIA

All Resources stated are inferred.

Resources Gold Tonnage Grade (ounces) (tonnes) (g/t)

Ballarat 71,700 263,000 8.5

Lianberries-MakoFault 46,000 163,000 9

Mako Fault, Britannia 25,700 100,100 8

Castlemaine 686,000 2,760,000 7.7

Chewton Deposit 574,000 2,150,000 8.3 Fault Reef

RemnantWattleGully 112,000 610,000 5.7

GOLD OPERATIONS

CASTLEMAINE GOLDFIELDS LIMITED

drillingandtheminingof170,663tonnesoforeat6.6gramsof

goldpertonne.RevenuesofUS$45.5millionweregenerated

fromthesaleof29,065ouncesofgoldatarealisedaverage

goldpriceofA$1,644perounce.Majorprojectscomprised

the commencement of the tails storage facility expansion,

the delivery of a third underground haulage truck and a third

loader and an engineering study to improve gold recovery

in the flotation circuit of the processing plant. With these

projects and ongoing drilling works, the mine is on target to


Location and Historical Production from Castlemaine Goldfields’ Tenements

produce 40,000 to 50,000 ounces of gold on an annualised basis.

The successful mining at the Ballarat tenement has led to the development

of a broader regional exploration programme, devised with the intention of

generating a pipeline of projects that could eventually provide ore feed to the

Ballarat gold processing plant. Related activities in FY2013 included surface

diamond drilling at the Chewton Deposit in the Castlemaine tenement, a soil

sampling program at the Tarnagulla tenement, and planning for exploration

works at Berringa, Ballarat West and Ballarat South.

Source: Victorian Department of Primary Industries



GOLD OPERATIONS

SIGNATURE METALS LIMITED

LionGold acquired a 76% interest in ASX-listed Signature Metals in April

2012 following a successful off-market scrip takeover bid for the company.

The Group’s shareholding has been subsequently raised to 77% following

the completion of an exercise to consolidate odd-lot holdings. Signature’s

principal asset is the Konongo Gold Project within Ghana’s Ashanti Gold Belt,

which is held through the company’s 70% stake in Owere Mines. The area has

a rich gold mining history, and since the early 1900s, Konongo has produced

over1.6millionouncesofgoldfromhigh-gradeoreat11.8gramspertonne,

mostly mined from underground.

The Konongo and adjoining Kurofa concessions cover 192 square kilometres

and are along the strike of the prolific gold-producing Ashanti Sheer Zone.

A processing plant is located northwest of the capital city of Accra, about 50

kilometres from the country’s second largest city, Kumasi, which supports mining

activities in the area. Facilities here include a 250 tonne per hour crushing plant,

a ball mill, a 200,000 tonne per year Carbon in Pulp/Carbon in Leach (CIP/CIL)

plant, a trommel with Knelson concentrator and an RG200 APT gravity plant.

Management works closely with the 18 surrounding agrarian communities

which reside on the concession land to mitigate impact of the mining operations

on farming activities and to coordinate additional social welfare efforts.

From March to December 2012, the Konongo Gold Project processed

approximately 238,700 tonnes of ore at an average grade of 1.7 grams per

tonne, producingapproximately 8,600ouncesof gold bullion during a trial

mining period. Ore was sourced from two main surface oxide pits – Atunsu

North, previously known as Kyereben West and which commenced production

in the March 2012 quarter, and from the Boabedroo South Extended pit, which

commenced in the September 2012 quarter. Ore feed to the processing plant

was supplemented with tailings from South Shaft and the purchase of gold-

bearing feedstocks from local small scale concession holders.

Throughout the financial year, a critical focus was placed on the discovery,

definition and development of additional near-surface deposits to progress the



open pit operations from trial mining to commercial mining.

However, by the December quarter, it became apparent

that insufficient sources of ore had been identified in the

quantities and of the grades required to deliver a profitable

operation. Under the directive of a new management team,

Signature announced in the March 2013 quarter a change

in operational focus in the interest of optimising capital

Resource Gold Tonnage Grade (ounces) (tonnes) (g/t)

Measured& 779,600 13,100,000 1.9Indicated

Inferred 687,100 10,500,000 2.0

expenditure and to fast-track an assessment of the more extensive high-grade

refractory sulphide gold ore underground. The trial mining was ceased, and

the processing plant was put on care and maintenance, with approximately

380 employees made redundant. The site activities reverted to an aggressive

exploration programme which is continuing into FY2014. A technical life-of-

mine study to assess the commercial viability of a larger scale underground

mining operation is now underway, and a metallurgical assessment is also

being carried out on the deeper segments of the ore body.

A two-pronged exploration programme has been implemented to examine

near-surface oxide ore potential, close to the existing infrastructure and current

ore sources, as well as on the relatively unexplored Ashanti Shear itself, and

on the deeper, higher grade sulphide mineralisation at a depth between 50

and 300 metres. Trenching, multi-element soil geochemical survey work and

re-processing of existing geophysical data (captured in 1995) were carried

outduringthereportingperiod.Aswell,approximately964aircoreholeswere

drilled, for a total of 35,077 metres, and 201 reverse circulation holes were

drilled for a total of 12,214 metres.

Konongo

Konongo LicenceKurofa Licence

Obuasi

ASHANTI G

OLD

BELT

DamangAbesso

Tarkwa

Salman

Prestea

Bogusu

Akyem

Ayanfuri

Obotan

Chirano

Bibiani

Sefw

i Gol

d Be

lt

Teberebie Iduapriem

GHANA

AFRICA

COTED’IVOIRE

TOGO

BENINBURKINA

FASO

Ghana

Accra

Konongo

Ashanti Gold Belt

All Resources stated are inferred.



GOLD OPERATIONS

MINERA NUEVA VISTA

LionGold acquired a 100% interest in Vista Gold (Antigua) Corp and its

subsidiaries following a share sale agreement with ASX-listed Republic Gold

Ltd, in December 2012. Vista’s principal asset is the Amayapampa Gold

Project, located some 380 kilometres southeast of the Bolivian capital, La Paz.

The Amayapampa Gold Project comprises overlapping concessions

containing a Mineral Resource of 1.28 million ounces of gold, of which include

a Probable Ore Reserve of 787,000 ounces. The Amayapampa district has

a long mining history, and small scale mining has continued from the 1500s

into the present day. Modern exploration only commenced in the mid-1990s,

and more extensive works began from 2003, ultimately forming the base of

AMC Consulting’s independent NI43-101-compliant Technical Report on the

Amayapampa Gold Project in early 2011.

With a management team now in place, LionGold’s strategy is to adopt a

two-phased approach to the Amayapampa project, giving the Group the

opportunity to acclimatise to the Bolivian business environment. The first

phase would involve the construction and operation of a smaller-scale

1,000 tonnes per day (tpd) mine and a gold processing plant. This is slated

to produce approximately 19,000 ounces of gold from a total of one million

tonnes of ore from a combined open pit and underground mine, at an average

grade of two grams per tonne over three to four years. During Phase One,

the development of a 7,500 tpd operation, consistent with AMC’s NI43-101

Technical Report, would be evaluated in greater detail. The larger facility

would produce up to 95,000 ounces of gold per annum over eight years.

The first quarter of 2013 saw planning well underway for Phase One with

completion of the preliminary design of the 1,000 tpd gold processing plant and

the deployment of the current staff to initiate works for associated supporting

infrastructure, includinga69kilovoltspower line.Siteselectionswerealso

made for the tails dam, water dam, gold processing plant and accommodation

complex.


Amayapampa

Potosi

BOLIVIA

Oruro

La Paz

PARAGUAY

ARGENTINA

CHILE

PERU

BRAZIL

BOLIVIA

SOUTH AMERICA


Category Gold Tonnage Grade (ounces) (tonnes) (g/t)

ReservesProbable 787,300 18,900,000 1.3

ResourcesIndicated 979,637 26,160,000 1.2

Inferred 300,363 8,750,000 1.1

Resource is inclusive of Ore Reserves. Figures based on previously NI 43-101-compliant statements.

Community relations in Bolivia is particularly important in the

mining sector. Significant and ongoing interaction with the

local villages is on-going, as is dialogue with the Bolivian

Mining Ministry. A comprehensive community engagement

programme will be developed in FY2014.


TOWNSVILLE

Ravenswood

Charters Towers

Charters Towers


GOLD OPERATIONS

OTHER GOLD MINING ASSETS

BRIMSTONE RESOURCES LIMITEDIn October 2012, LionGold acquired 100% of Brimstone Resources, which

owns mineral assets comprising the tenements that make up the Penny’s

Find Gold project near the mining town of Kalgoorlie, Western Australia with

a JORC-compliant gold resource of 52,300 ounces. Brimstone also owns

exploration tenements in Stawell East in Central Victoria, within proximity of

Castlemaine Goldfield’s operations. A limited scope of exploration works is

currently ongoing.

CITIGOLD CORPORATION LIMITEDIn December 2012, LionGold acquired an 18% shareholding in ASX-listed

Citigold Corporation Limited which owns goldmining operations at Charters

Towers in northeast Queensland, Australia. The Charters

Towers gold and silver deposit is a unique reef system and

is among the highest grade large goldfields in the country

with a JORC compliant

resource of 11 million

ounces, including

620,000 ounces of

reserves. Following the

completion of several

technical studies in

recent years and the

appointment of a new

technical staff, the

project is now entering

a development and

ramp-up phase aimed

at significantly raising

gold production levels.

Melbourne

WESTERNAUSTRALIA

NORTHERNTERRITORY

QUEENSLAND

SOUTH AUSTRALIA

PerthAdelaide

Sydney

Kalgoorlie

Penny’s Find

Stawell EastVictoria

NEW SOUTH WALES

Brisbane

WESTERNAUSTRALIA

NORTHERNTERRITORY

QUEENSLAND

SOUTH AUS-TRALIA

NEW SOUTH WALES

AUSTRALIAVICTORIA

Charters TowersGold Project


Halifax

Lake Catcha

Oldham

Killag

Cameron Dam

GoldenvilleGolden Seal

Tangier

Dufferin

Forest Hill

Harrigan Cove

Fifteen Mile Stream

Beaver Dam

Acadian Underground Gold Deposit

Acadian Royalty Property

Acadian Bulk Tonnage Gold Deposit

Fifteen Mile Stream Trend


Melbourne

WESTERNAUSTRALIA

NORTHERNTERRITORY

QUEENSLAND

SOUTH AUSTRALIA

PerthAdelaide

Sydney

Dargues Reef

NEW SOUTH WALES

Hobart

TASMANIA

Henty Gold Mine

UNITY MINING LIMITEDIn May 2013, LionGold acquired 13% of

ASX-listed Unity Mining Limited. Unity owns

the Henty Gold Mine on the West Coast

of Tasmania which is currently producing

approximately 50,000 ounces of gold

annually. Henty holds JORC-compliant gold

resources of 338,000 ounces, including

133,000 ounces of reserves. The company

also owns the Dargues Gold Mining in New

South Wales, with resources of 327,000

ounces, including 233,000 ounces of

reserves. Unity is also engaged in gold

exploration in West Africa through its 35%

stake in Goldstone Resources Ltd.

ACADIAN MINING CORPORATIONIn February 2013, LionGold acquired a 9% interest in TSX Venture Exchange-

listed Acadian Mining Corporation, a gold exploration company with a

portfolio of tenements in the Meguma Goldfields of Nova Scotia, Canada

covering an area spanning some 400 square kilometres. The company is

focused on open pit development of two

of its properties, Fifteen Mile Stream

and Beaver Dam, which collectively

hold NI43-101-compliant gold resources

of 1.28 million ounces. A scoping study

is currently underway at Fifteen Mile

Stream, and a well-planned exploration

programme remains ongoing at both of

these prospective sites.

NEW BRUNSWICK

Nova Scotia

CANADAPRINCE EDWARD

ISLAND

Halifax

CAPE BRETONISLANDFredericton

Chariottetown

NOVA SCOTIA

CANADA



BOARD OF DIRECTORS

TAN SRI DATO’ NIK IBRAHIM KAMIL BIN TAN SRI NIK AHMAD KAMILNon-Executive ChairmanTan Sri Dato’ Nik Ibrahim Kamil was appointed to the Board on 13 April 2011 as Non-executive Chairman and was re-designated as Executive Chairman and Group Chief Executive Officer on 9 May 2011. He was further re-designated as Non-executive Chairman after he relinquished his position as Group Chief Executive Officer on 1 January 2013.

He has over 47 years of managerial and business experience across diverse industries, including mining, petroleum, media, financial, and ports.

Previous directorships included:• ManagingDirectorofTheNewStraitsTimesPress(M)Berhad,thepublisher

of New Straits Times and a public-listed company in Malaysia• ChairmanofSouthernInvestmentBankSdnBhd,nowpartofCIMBBank• Non-executiveIndependentDirectorofCamerlinGroupBhd,apublic-listed

company in Malaysia• Chairman of QSR Brands Bhd, the holding company of the Pizza Hut

franchise in Malaysia, Singapore and Brunei• IndependentNon-executiveChairmanofOctagonConsolidatedBhd,apublic-

listed company in Malaysia with interests in manufacturing and renewable energy

Present directorships include:• IndependentNon-executiveChairmanofOCBBhd,apublic-listedcompany

in Malaysia with interests in manufacturing• ChairmanofWestportHoldingsSdnBhdandDirectorofWestportMalaysia

Sdn Bhd, a Malaysian private company that operates a port in Malaysia

He holds a Bachelor of Science degree in Economics and Business Administration from Georgetown University, Washington D.C., USA.

NICHOLAS NG YICK HINGGroup Chief Executive Officer, Managing DirectorMr Ng was appointed to the Board on 1 January 2013 as Managing Director and Group Chief Executive Officer. He is also a Director of Castlemaine Goldfields Limited, Vista Gold (Antigua) Corp, Compañía Inversora Vista S.A., Compañía Exploradora Vistex S.A. and Minera Nueva Vista S.A.

He was previously the Chief Executive Officer of DMG & Partners Securities Pte Ltd, the Managing Director and Regional Head of Asia Investment Banking at Rabobank International and the Managing Director of Citicorp Investment Bank (Singapore) Limited.

Mr Ng was formerly an Independent Director of Tien Wah Press Holdings Berhad (listed on Bursa Malaysia) and an Independent Director of Shanghai Asia Holdings Limited. He has broad commercial experience with more than 28 years of experience in the banking and stockbroking sector and holds a B.A. in Economics from the University of Waterloo.



TAN SOO KHOON RAYMONDGroup General Counsel, Executive Director, Company Secretary

Mr Tan was appointed as Company Secretary on 7 August 2007. He was

appointed to the Board on 1 October 2012 as Non-executive Non-independent

Director and was re-designated as Executive Director and Group General

Counsel on 1 January 2013. He was appointed to the Board of Signature

Metals Limited as Non-executive Director on 25 June 2012 and then as

Chairman on 14 September 2012. He is also a Director of Owere Mines Limited,

Citigold Corporation Limited, Vista Gold (Antigua) Corp, Compañía Inversora

Vista S.A., Compañía Exploradora Vistex S.A. and Minera Nueva Vista S.A.

He is an Independent Director of ISR Capital Limited and was until 30 April

2013 the Lead Independent Director of Annica Holdings Limited. Mr Tan

was previously a Partner of Robert Wang & Woo LLP and the Head of its

Corporate and Commercial Department. With over 30 years of experience

as a practicing lawyer specialising in corporate and commercial work, he

has acted for public-listed companies in their corporate and corporate

finance activities and advised them in areas of compliance and corporate

governance. He obtained his degree in law from the National University

of Singapore in 1982 and was admitted to the Singapore Bar in 1983.

DATO’ MD WIRA DANI BIN ABDUL DAIMNon-Executive Director

Dato’ Md Wira Dani Bin Abdul Daim was appointed to the Board on 13 April

2011 as a Non-executive Independent Director and was re-designated as a

Non-executive Non-independent Director on 27 May 2011.

He is the Chairman and a Non-executive Director of ISR Capital Limited.

Dato’ Md Wira Dani is actively involved in his family’s mergers and acquisitions

business activities, which relate to power resources in the coal and oil sectors

in Malaysia, Indonesia and Africa as well as the flagship banking assets

and the strategic alliances associated with it. Currently, he is the Chairman

of Astute Capital Limited and a Director of Dani Sdn Bhd, Daza Holdings

Sdn Bhd, Menara Ampang Sdn Bhd, Ibu Kota Development Sdn Bhd, Maya

Seni Holdings Sdn Bhd and Central Base (M) Sdn Bhd, which are private

companies incorporated in Malaysia. He was a Non-executive Director of

Byford International Limited, a company listed on the Growth Enterprise

Market of the Hong Kong Stock Exchange, and a Non-executive Director and

Deputy Chairman of Magnus Energy Group Ltd. He holds a Bachelor of Arts

and a Master of Arts from the University of Cambridge.



BOARD OF DIRECTORS

DR DENIS EDMUND CLARKENon-Executive, Independent Director

Dr Clarke was appointed to the Board as a Non-executive Independent

Director on 1 October 2012. He was appointed to the board of Signature

Metals Limited as a Non-executive Director on 14 September 2012 and as a

Director of Owere Mines Limited on 5 November 2012.

He is the Non-executive Chairman of Hill End Gold Limited and Cullen

Resources Limited, both ASX-listed companies. He has over 40 years

of experience in senior technical, financial and corporate positions in the

mining and exploration industry globally. Previously the General Manager

for the Exploration Division, the Finance and Administration Division and the

Corporate Division in Plutonic Resources Limited, he played a significant

role in the extraordinary growth of Plutonic Resources Limited into one of

Australia’s largest gold producers with up to five operating mines and a market

capitalisationofoverA$1billionbeforeitwasabsorbedbyHomestakeMining

Company. Prior to joining Plutonic, he spent 10 years in exploration mostly

in Canada with Rio Algom Limited (a subsidiary of Rio Tinto). He has a Ph.D.

(Geology) from Stanford University.

GARY FRANCIS PAUL SCANLANNon-Executive, Independent Director

Mr Scanlan was appointed to the Board as a Non-executive Independent

Director on 1 October 2012. He is the Non-executive Chairman of Castlemaine

Goldfields Limited.

Mr Scanlan is also a Non-executive Director of Celamin Holdings NL, an ASX-

listed company with phosphate interests in Tunisia. He was a Non-executive

Director of Red 5 Limited, also listed on the ASX, and a Non-executive

Director of Citadel Resource Group Limited, which was listed on the ASX until

its takeover in March 2011. In his over 27 years of experience in the mining

industry, he has been involved in the management, evaluation, development,

financing and administration of mining projects worldwide. He commenced

his career with Price Waterhouse & Co where he worked for 10 years and

was first involved in the minerals industry. He is a Fellow of the Australasian

Institute of Mining and Metallurgy.

ROLAND KENNETH SELVANAYAGAMNon-Executive, Independent Director

Mr Selvanayagam was appointed to the Board as a Non-executive Independent

Director on 4 January 2010. He is the Chairman of the Remuneration

Committee and a member of the Audit Committee and Nominating Committee.



He is a professionally qualified accountant with more than 30 years of management

experience and is also a member of the Malaysian Institute of Management. He

was President of the Chartered Institute of Management Accountants, Malaysia

Division,from1996to1998andwasawardedtheInstitute’sBronzemedalforhis

contribution to the Institute and the profession at large.

He has worked for and managed multinational and local companies in Asia

and Australia and has held directorships in Singapore, Thailand, Sri Lanka,

Malaysia, Australia and South Africa. He serves as a Director of Mitrajaya

Holdings Bhd, listed on Bursa Malaysia and was also appointed as a Non-

executive Director of Signature Metals Limited.

Mr Selvanayagam also served on the Council of the Federation of Malaysian

Manufacturers for a number of years and was the Chairman of the Audit

Committee and Deputy Chairman of the Malaysian Food Manufacturer’s

Group (MAFMAG).

NG SU LINGNon-Executive, Independent Director

Ms Ng was appointed to the Board as a Non-executive Independent Director

on 29 July 2009. She is the Chairman of the Nominating Committee and a

member of the Audit Committee and the Remuneration Committee.

She is a Director of Blumont Group Ltd and was admitted to the UK, Malaysia

and Singapore Bar in 1993, 1994 and 2000 respectively. She has 20 years

of practice in areas of legal work ranging from litigation and conveyancing to

corporate and commercial matters. At present, she is a partner in Damodara

Hazra LLP, practising corporate law. She obtained her law degree from the

University of Wolverhampton (UK).

BERNARD SOO PUONG YIINon-Executive, Independent Director

Mr Soo was appointed to the Board as a Non-executive Independent Director

on 29 July 2008. He is the Chairman of the Audit Committee and a member of

the Nominating Committee and the Remuneration Committee.

Currently, he is an Independent Director of ITE Electric Co Ltd. Mr Soo has

wide experience in project, finance and business developments with various

international companies and is also associated with several trusts and

foundations that provide funds to various projects in the Asia-Pacific region.

He graduated with an honours degree in Accountancy from the University of

Bolton (UK).



MATTHEW DAMIAN GILLGroup Chief Operating Officer

Mr Gill was appointed the Group Chief Operating Officer of the Gold Division on

1 September 2012. He is presently the Managing Director and Chief Executive

Officer of Castlemaine Goldfields Limited, a Director of Owere Mines Ltd and a

Non-Executive Director of Citigold Limited.

With over 30 years of experience in the mining industry as an underground miner,

mine planning engineer, supervisor, general manager and managing director in

Australia, Papua New Guinea and India, he is an experienced mining engineer

with a strong technical and operational background. He won the Australian Mine

ManageroftheYearAwardthreetimes(in2004,2005and2006)andreceivedthe

AusIMM Leadership Award in 2008.

He graduated with an honours degree in Engineering (Mining) from the University of

Melbourne and has a Masters in Engineering Science from James Cook University.

Mr Gill is a Member of the Australasian Institute of Mining and Metallurgy and a

Graduate Member of the Australian Institute of Company Directors. He currently

serves the Minerals Council of Australia - Victorian Division as Deputy Chairman

and is a former president of the Tasmanian Minerals Council.

GOH SIAN HIN BRENDANChief Financial Officer

Mr Goh was appointed as Chief Financial Officer on 1 December 2012.

He has more than 18 years of experience in investment banking and corporate

advisory and was previously Co-Head of Corporate Finance at DMG &

Partners Securities Pte Ltd for five years. He has been involved in a broad

range of corporate financial transactions for listed companies and private

entities throughout the Asia-Pacific region, including initial public offers,

acquisitions, private placements, rights issues, bond and warrant offers and

other corporate advisory work. He was also Head of Corporate Finance at

HL Bank and has served as Chief Financial Officer for a Singapore-listed

company. Mr Goh is a Certified Public Accountant who graduated from the

National University of Singapore with a Bachelor of Accountancy in 1988.

OUR MANAGEMENT



TAN KUAN HONGChief Executive Officer of PRC Operations

Mr Tan is the Chief Executive Officer of PRC Operations. Formerly the Chief

Executive Officer and Executive Director of the Company from 29 January

2007 to 30 July 2011, he decided not to offer himself for re-election as a

Director at the Company’s Annual General Meeting held on 30 July 2011 in

order to focus his attention on the Company’s operations in China.

He has almost 30 years of experience in management, investment and

corporate activities and has held senior positions in both established and

start-up companies across several industries in the region. Mr Tan’s previous

work experience includes stints in Temasek Holdings, Lazard Asia and CEF

Group and managing his own investment and business consultancy firm. He

has an honours degree in Accountancy from the University of Malaya and a

diploma in Psychology.

KRZYSZTOF (CHRIS) GBYLDirector of African Operations and Chief Executive Officer of Signature

Metals Limited

Mr Gbyl is the Director of African Operations. He was appointed as Chief

Executive Officer of Signature Metals Limited on 27 December 2012.

He is an experienced exploration and mining executive who has proven general

management experience gained from engineering, project management,

commercial and senior operations roles worldwide. His recent appointments

were with West African Cape Lambert Resources and Equigold where he had

key responsibilities for developing the projects from exploration to operation.

He has held project management positions with PT Leighton Indonesia,

Cooks Construction Ltd and CSR-AWP Contractors, and was the operations

manager with Consolidated Minerals Limited in Western Australia. He has a

Bachelor of Engineering degree from Krakow University and a Bachelor of

Commerce degree from Curtin University, Western Australia.


BOARD OF DIRECTORSExecutive

Nicholas Ng Yick HingGroup Chief Executive Officer & Managing Director

Tan Soo Khoon Raymond Director & Group General Counsel

Non-Executive

Tan Sri Dato’ Nik Ibrahim Kamil Bin Chairman

Tan Sri Nik Ahmad Kamil

Bernard Soo Puong Yii Independent Director

Ng Su Ling Independent Director

Roland Kenneth Selvanayagam Independent Director

Dr Denis Edmund Clarke Independent Director

Gary Francis Paul Scanlan Independent Director

Dato’ Md Wira Dani Bin Abdul Daim Non-independent Director

COMPANY SECRETARY

Tan Soo Khoon Raymond

DEPUTY COMPANY SECRETARYOng Sing Huat

REGISTERED OFFICECanon’s Court22 Victoria StreetHamilton HM12, BermudaTel : +441 295 2244Fax: +4412928666

BERMUDA REGISTRATION NO. 35500

BERMUDA RESIDENT REPRESENTATIVEAppleby Corporate Services (Bermuda) LtdCanon’s Court22 Victoria StreetHamilton HM12, BermudaTel : +441 295 2244Fax: +4412928666

PRINCIPAL SHARE REGISTRARAppleby Management (Bermuda) Ltd (f.k.a. Reid Management Ltd)Canon’s Court22 Victoria StreetHamilton HM12, Bermuda

CORPORATE INFORMATION

SINGAPORE BUSINESS OFFICE59 Mohamed Sultan RoadSultan Link, #02-08Singapore 238999Tel : +6566906860Fax: +6566906844

SINGAPORE SHARE TRANSFER AGENTB.A.C.S. Private Ltd63CantonmentRoadSingapore 089758Tel :+6565934848Fax: +6565934847

CHINA BUSINESS OFFICEWest of 1st & 2nd FloorBuilding F, G, K, L, M & H8, Ri Sheng Road3 Industrial Estate, Luo TianSong Gang, Baoan518105 ShenzhenPeople’s Republic of ChinaTel : +86075527652735Fax: +86075527652457 +86075527652581

AUDITORS PricewaterhouseCoopers LLP8 Cross Street#17-00, PWC BuildingSingapore 048424Te : +6562363388Fax: +6562363300Partner in Charge : Graham LeeAppointed since 20 December 2012

PRINCIPAL BANKERSDBS Bank Ltd Hang Seng Bank LtdChina Everbright BankChina Merchants BankStandard Chartered Bank



LionGold Corp Ltd

Gold Mining

Manufacturing

Acadian Mining Corporation

(Canada) 9.35%

LionGold South America Ltd

(British Virgin Islands) 100%

LionGold Bolivia Ltd (British Virgin Islands)

100% Vigorhood Pacific Ltd (Hong Kong)

100%

Keen Power Technology Ltd


Vigorhood Macao Commercial Offshore Company Ltd (Macau)

100%

Vigorhood Electronics Technology

(Shenzhen) Co. Ltd (People’s Republic of China)

100%

Good Prezzie Trading Ltd


Shenzhen Feibao Technologies

(Shenzhen) Co. Ltd (People’s Republic of China)

100%

Shenzhen Vigorhood Electronics Co. Ltd

(People’s Republic of China) 100%

Industrial Power Technology Pte Ltd

(Singapore) 15%

Industrial Power Technology (Thailand)

Co. Ltd (Thailand)

18%

Ivy Bushes Holding Ltd (British Virgin Islands)

100%

Think Power Pte Ltd (Singapore)

100%

LionGold Investments Pte Ltd

(Singapore) 100%

Baghana Ltd (Republic of Ghana)

50%

Embuyaga Exploration Ltd

(Uganda) 100%

African Stellar (West Africa) Ltd

(Republic of Seychelles) 41%

Uganda Minerals Pty Ltd

(Australia) 100%

Kenya Exploration Pty Ltd

(Australia) 100%

Owere Mines Ltd (Republic of Ghana)

70%

Compania Inversora Vista S.A.

(Bolivia) 96.66%

Signature Metals Limited (Australia) 76.86%

Castlemaine Goldfields Limited

(Australia) 100%

Brimstone Resources Limited

(Australia) 100%

Vista Gold (Antigua) Corp

(Antigua and Barbuda) 100%

Citigold Corporation Limited

(Australia) 18.10%

Minera Nueva Vista S.A.

(Bolivia) 96.66%

Compania Exploradora Vistex S.A.

(Bolivia) 80%

African Stellar Ghana Ltd

(Republic of Ghana) 100%

Emas Keikoro S.A.R.L (Republic of Mali)

80%

Emas Mali S.A. (Republic of Mali)

100%

Mornington Offshore Inc.(British Virgin Islands)

70%LionGold Corp (Singapore) Pte Ltd

(Singapore) 100%

Engineering,Procurement & Construction

LIONGOLD CORP LTDGroup Structure as at 25 June 2013

Industrial Power (Thailand) Co. Ltd

(Thailand) 49%

Unity Mining Limited (Australia) 13.20%

Balmaine Gold Pty Ltd (Australia)

100%

Ironbark Mining Pty Ltd (Australia)

100%



The Board (“Board”) of Directors (collectively “Directors” and individually “Director”) of LionGold Corp Ltd (“Company”, the Company together with its subsidiaries and associated companies, the “Group”) is committed to maintaining a high standard of corporate governance within the Group. The Board recognises the importance of practising good corporate governance as a fundamental part of its responsibilities to look after and enhance shareholders’ value and the fi nancial performance of the Group.

This Report describes the Company’s corporate governance practices with specifi c reference to the Code of Corporate Governance 2012 (“Code”) for the fi nancial year ended 31 March 2013 (“FY2013”). Where there are deviations from the Code, appropriate explanations are provided.

BOARD MATTERS

Board’s Conduct of its Affairs

Principle 1: Effective Board to lead and control the CompanyThe Board oversees the business affairs and dealings of the Group, determines the Group’s corporate strategies and sets directions and goals. It also monitors and evaluates the Group’s operations and fi nancial performance, establishes targets for management and monitors the achievement of these targets. It is responsible for the overall corporate governance compliance function of the Group.

The Board has 4 committees to assist it in the execution of its responsibilities. In addition to the Audit Committee (“AC”), the Nominating Committee (“NC”) and the Remuneration Committee (“RC”) (which are formed under the Code), the Board has also established a Technical Committee (“TC”). Each Committee has its own terms of reference and operating procedures, which are reviewed periodically. Where necessary, the terms of reference and operating procedures would be updated to keep in line with the Listing Manual of the SGX-ST (“Listing Manual”) and the Code.

The Board holds regular meetings to review, consider and approve strategic, operational and fi nancial matters. Important matters concerning the Group are put before the Board to be decided on and approved. Ad-hoc meetings will be held when required. The Bye-Laws of the Company allow for Directors who are unable to attend Board or Committee meetings personally to participate by way of telephonic or video-conferencing. Matters that are specifi cally reserved for the approval of the Board include:

• approving the Group’s policies, strategies and fi nancial objectives, and monitoring the performance of management;

• overseeing the processes for evaluating the adequacy of internal controls, risk management, fi nancial reporting and compliance;

• approving the nominations of persons to the Board and appointment of key management staff;

• approving annual budgets, major funding proposals, investments and divestment proposals; and

• assuming responsibility for corporate governance and compliance with the Listing Manual, the Code and the rules and requirements of regulatory bodies that the Company is subject to.

In addition to the above and in line with the Code, the Board also:

• identifi es key stakeholder groups to gain their perceptions of the Company’s reputation and standing;

• sets the Company’s values and standards (including ethical standards) to ensure that obligations to shareholders and other stakeholders are understood and met; and

• as part of its new core business activity of gold mining, considers sustainability issues, including environmental and social issues as part of its strategic formulation.

CORPORATE GOVERNANCE REPORT


Attendance at Meetings

Board Committees

Board (4) (5) Audit Nominating Remuneration

Board Members Held Attended Held Attended Held Attended Held Attended

Tan Sri Dato’ Nik Ibrahim 4 4 5 N.A. 1 N.A. 1 N.A.Kamil Bin Tan Sri Nik Ahmad Kamil(1)

Nicholas Ng Yick Hing (2) 4 1 5 N.A. 1 N.A. 1 N.A.

Tan Soo Khoon Raymond(3) 4 2 5 N.A. 1 N.A. 1 N.A.

Bernard Soo Puong Yii 4 4 5 5 1 1 1 1

Ng Su Ling 4 4 5 4 1 1 1 1

Roland Kenneth Selvanayagam 4 4 5 5 1 1 1 1

Dr Denis Edmund Clarke(4) 4 2 5 N.A. 1 N.A. 1 N.A.

Gary Francis Paul Scanlan(5) 4 2 5 N.A. 1 N.A. 1 N.A.

Dato’ Md Wira Dani Bin 4 3 5 N.A. 1 N.A. 1 N.AAbdul Daim(6)

Wong Choy Yin (7) 4 2 5 N.A. 1 N.A. 1 N.A.

All newly appointed Directors are issued with formal letters of appointment setting out their scope of duties and obligations as Directors. They are also provided with information on the Company’s policies and corporate governance practices. The Company conducts orientation programmes for Directors to help them understand the Group’s businesses, operations and management structure. Directors also meet with key management in order to understand the Group’s businesses more effectively.

All Directors are kept informed of updates and developments in relevant areas such as corporate governance, fi nancial reporting standards and mining regulations. The Company encourages its Directors to attend appropriate courses, conferences or training programmes to develop themselves professionally, at the Company’s expense.

Notes:

(1) Tan Sri Dato’ Nik Ibrahim Kamil Bin Tan Sri Nik Ahmad Kamil was appointed as Non-executive Chairman on 13 April 2011. He was re-designated as Executive Chairman and Group Chief Executive Offi cer on 9 May 2011. On 1 January 2013, he was further re-designated as Non-executive Chairman and relinquished his position as the Group Chief Executive Offi cer following the appointment of Mr Nicholas Ng Yick Hing.

(2) Mr Nicholas Ng Yick Hing was appointed as Managing Director and Group Chief Executive Offi cer on 1 January 2013.

(3) Mr Tan Soo Khoon Raymond was appointed as Company Secretary on 7 August 2007. He was appointed to the Board as Non-executive Non-independent Director on 1 October 2012. He was re-designated as Executive Director and Group General Counsel on 1 January 2013.

(4) Dr Denis Edmund Clarke was appointed as Independent Non-executive Director and Chairman of the TC on 1 October 2012. Meetings of the TC are held together with and as part of Board Meetings.

(5) Mr Gary Francis Paul Scanlan was appointed as Independent Non-executive Director and Member of the TC on 1 October 2012. Meetings of the TC are held together with and as part of Board Meetings.

(6) Dato’ Md Wira Dani Bin Abdul Daim was appointed as Non-executive Independent Director on 13 April 2011. However, as he acquired a substantial interest in the Company on 27 May 2011, he is no longer considered independent and has been re-designated as Non-executive Director.

(7) Ms Wong Choy Yin retired from the Board at the conclusion of the last Annual General Meeting held on 31 July 2012.

The attendance of the Directors at Board and Committee meetings for FY2013 is tabulated below:



Board Composition and Guidance

Principle 2: Strong and independent element on the Board

As at the date of this Annual Report, the Board comprises 2 executive Directors, 2 non-executive non-independent Directors and 5 non-executive independent Directors:

Name of Board of Date of Date of last AC NC RC TC Director Directors Appointment Re-election

Tan Sri Dato’ Non-executive 13 Apr 2011 31 Jul 2012 N.A. N.A. N.A. N.A.Nik Ibrahim ChairmanKamil Bin Tan Sri Nik Ahmad Kamil

Nicholas Ng Managing Director 1 Jan 2013 N.A. N.A. N.A. N.A. N.A.Yick Hing and Group CEO

Tan Soo Khoon Executive Director 1 Oct 2012 N.A. N.A. N.A. N.A. N.A. Raymond and Group General Counsel

Bernard Soo Non-executive 29 Jul 2008 31 Jul 2012 Chairman Member Member N.A.Puong Yii independent Director

Ng Su Ling Non-executive 29 Jul 2009 30 Jul 2011 Member Chairman Member N.A. independent Director

Roland Kenneth Non-executive 4 Jan 2010 31 Jul 2012 Member Member Chairman N.A. Selvanayagam independent Director

Dr Denis Non-executive 1 Oct 2012 N.A. N.A. N.A. N.A. ChairmanEdmund Clarke independent Director

Gary Francis Non-executive 1 Oct 2012 N.A. N.A. N.A. N.A. MemberPaul Scanlan independent Director

Dato’ Md Wira Non-executive 13 Apr 2011 30 Jul 2011 N.A. N.A. N.A. N.A. Dani Bin Abdul DirectorDaim


The Board comprises individuals who have experience in banking and commerce, accounting, legal, media and gold mining. Please refer to the Annual Report for details of the qualifi cations and experience of the Directors.

The Board’s composition, size, balance and independence of each non-executive Director are reviewed by the NC.

Subject to the foregoing, the Directors consider the Board’s present size and composition appropriate, taking into account the nature and scope of the Group’s operations, and the skills and knowledge of the Directors.

The Board has sought and obtained written confi rmation from each of the current non-executive independent Directors that, apart from their offi ce as Directors of the Company, none of them has any other relationship (business or otherwise) with the Company, its subsidiaries, related companies, its 10% shareholders or its offi cers that could interfere, or be reasonably perceived to interfere, with the exercise of the Directors’ independent judgment with a view to the best interests of the Company.

The list of directorships or chairmanships held by the Directors presently or in the last 3 years in other listed companies is set out in the table below:

Notes:

(1) listed on Bursa Malaysia

(2) listed on the Australian Securities Exchange

(3) a 100% subsidiary of the Company

(4) delisted from the Australian Securities Exchange on 27 September 2012

(5) 18.10% interest held by the Company

(6) listed on the SGX-ST

(7) formerly known as Asiasons WFG Financial Ltd.

(8) a 76.86% subsidiary of the Company

(9) delisted from the Australian Securities Exchange on 30 August 2011

(10) delisted from the Australian Securities Exchange on 18 January 2011

Name of Director Company Date of Date of Appointment Resignation

Tan Sri Dato’ Nik Ibrahim OCB Berhad(1) 2 Jan 2007 N.A.Kamil Bin Tan Sri Nik Octagon Consolidated Berhad(1) 25 Jul 2000 25 April 2013Ahmad Kamil

Nicholas Ng Yick Hing Castlemaine Goldfi elds Limited(2) (3) (4) 25 Jan 2013 N.A.

Tan Soo Khoon Raymond ISR Capital Limited(6)(7) 29 Apr 2011 N.A. Signature Metals Limited(2) (8) 25 Jun 2012 N.A. Citigold Corporation Limited(2) (5) 6 Feb 2013 N.A.

Annica Holdings Limited(6) 9 Jul 2008 30 Apr 2013

Bernard Soo Puong Yii ITE Electric Co Ltd (6) 14 Nov 2006 N.A. Ng Su Ling Blumont Group Ltd (6) 21 Sep 2012 N.A.

Roland Kenneth Mitrajaya Holdings Bhd(1) 23 Apr 1998 N.A.Selvanayagam Signature Metals Limited(2) (8) 3 Apr 2012 N.A.

Dr Denis Edmund Clarke Cullen Resources Limited(2) 1 Apr 1999 N.A.

Hill End Gold Limited(2) 25 Feb 2010 N.A. Signature Metals Limited(2) (8) 14 Sep 2012 N.A. Anglo Australian Resources NL(2) 9 Apr 2004 28 Nov 2011

BCD Resources NL(2) 25 Nov 2004 25 Feb 2011

BCD Resources (Operations) NL(2) (9) 27 Feb 2007 25 Feb 2011

Gary Francis Paul Scanlan Castlemaine Goldfi elds Limited(2) (3) (4) 8 Jun 2005 N.A.

Celamin Holdings NL(2) 19 Oct 2012 N.A.

Red 5 Limited(2) 24 Nov 2006 31 Dec 2012

Citadel Resource Group Limited(2) (10) 14 Dec 2009 Mar 2011

Dato’ Md Wira Dani Bin ISR Capital Limited(6) (7) 30 Apr 2012 N.A.Abdul Daim




Chairman and Chief Executive Offi cer (“CEO”)

Principle 3: Clear division of responsibilities at the top of the Company

With effect from 1 January 2013, the positions of Chairman and CEO are held by two separate individuals to maintain an effective balance of power and authority in the Group.

The Chairman, Tan Sri Dato’ Nik Ibrahim Kamil, is non-executive and unrelated to the CEO. The Chairman is responsible for ensuring that Board meetings are held as and when necessary, scheduling and preparing agendas and exercising control over the information fl ow between the Board and management.

The Group CEO, Mr Nicholas Ng, is also the Managing Director. The CEO holds full executive responsibility for the running of the Group’s operations on a day-to-day basis, sets the long-term business direction and strategy of the Group, the implementation of the Group’s corporate plans and policies, and executive decision-making.

Although the roles and responsibilities of Chairman and CEO are vested in Tan Sri Dato’ Nik Ibrahim Kamil and Mr Nicholas Ng respectively, major decisions are made in consultation with the Board. They are assisted by the Company Secretary at all Board Meetings and on statutory matters. Where necessary, the Auditors of the Company and other external consultants are invited to attend Board Meetings to assist them and the other Directors in their deliberations.

Board Membership

Principle 4: Formal and transparent process for appointment of new Directors to the Board

The NC comprises 3 Directors, all of whom are independent non-executive Directors. The NC meets at least once a year.

The Board, through the delegation of its authority to the NC, has used its best efforts to ensure that Directors appointed to the Board possess the necessary experience, knowledge, business, fi nance and management skills required by the Group, and each Director, through his contribution, brings to the Board an independent and objective perspective to enable balanced and well-considered decisions to be made.

The NC also has at its disposal, executive search companies, personal contacts and recommendations in its search and nomination process for the right candidates.

The principal functions of the NC are to:

• review succession plans for the Board;

• identify suitable candidates and review all nominations for appointment to the Board of Directors before making recommendations to the Board for appointment;

• assess the independence of the Directors annually, in accordance with the guidelines contained in the Code and the NC’s view that the Directors who have been classifi ed as independent are indeed independent;

• provide nominations for the re-appointment of Directors, having regard to their contribution and performance;

• decide whether a director is able to and has adequately carried out his duties as a Director of the Company, in particular, where the Director concerned has multiple board representations;

• decide how the Board’s performance may be evaluated and to propose objective performance criteria; and

• review the training and professional development training programmes for the Board.

All Directors shall submit themselves for re-nomination and re-election at regular intervals and at least once every 3 years.

For FY2013, the NC met once to consider and deliberate on the re-election and independence of Directors.

During FY2013, the Board, on the recommendation of the NC, appointed Mr Raymond Tan, Dr Denis Clarke and Mr Gary Scanlan as Directors of the Company on 1 October 2012. Subsequently, the Board, also on the recommendation of the NC, appointed Mr Nicholas Ng as Director of the Company on 1 January 2013.

At the forthcoming Annual General Meeting of the Company, one-third of the Board shall retire and if desired, the persons retiring may offer themselves for re-election as Directors.

It is provided in the Bye-Laws of the Company that where provision is made for the Directors to appoint a person as a Director to either fi ll a casual vacancy, or as an addition to the Board, any Director so appointed shall hold offi ce only until the next Annual General Meeting of the Company, and shall then be eligible for re-election. As Mr Raymond Tan, Dr Denis Clarke, Mr Gary Scanlan and Mr Nicholas Ng were appointed as additions to the Board, they shall retire at the forthcoming Annual General Meeting to be held on 30 July 2013. The NC also recommends the re-election of Mr Bernard Soo, Ms Ng Su Ling and Dato’ Md Wira Dani, who will retire at this forthcoming Annual General Meeting. As they are all eligible, Mr Raymond Tan, Dr Denis Clarke, Mr Gary Scanlan, Mr Nicholas Ng, Mr Bernard Soo, Ms Ng Su Ling and Dato’ Md Wira Dani have offered themselves for re-election.

Pursuant to Sections 153(2) and 153(6) of the Companies Act, Cap. 50, the offi ce of a Director of a public company shall become vacant at the conclusion of the Annual General Meeting commencing next after he attains the age of 70 years but such a person may be re-appointed by way of an ordinary resolution at the Annual General Meeting until the next Annual General Meeting. The Chairman of the Company, Tan Sri Dato’ Nik Ibrahim Kamil, has attained the age of 71 years and his offi ce as a Director of the Company shall be vacant at the forthcoming Annual General Meeting. The NC has considered and deliberated that notwithstanding his age, Tan Sri Dato’ Nik Ibrahim Kamil is still able to provide unparalleled leadership and guidance to the Company and has recommended him for re-appointment as a Director of the Company. Tan Sri Dato’ Nik Ibrahim Kamil has consented to be re-appointed as a Director of the Company until the next Annual General Meeting following the forthcoming Annual General Meeting.

The NC, having considered the other board representations and principal commitments of the Directors, is satisfi ed that suffi cient time and attention has been given by each Director to the affairs of the Company and that each Director is able to and has adequately carried out his duties as a Director of the Company.

Board Performance

Principle 5: Formal assessment of the effectiveness of the Board and contributions by each Director

The NC is also responsible for deciding how the Board’s performance may be evaluated, proposing objective performance criteria for the Board’s approval and implementing corporate governance measures to achieve good stewardship of the Company.

Once a year, the Board assesses the performance of the Directors, individually and collectively, by means of a performance appraisal that evaluates Board size, the proportion of non-executive Directors versus executive Directors, whether the Board has an adequate degree of independence and the right mix of expertise, experience and skills, and whether the Board has made sound, balanced and well-considered decisions on the various issues that come before them. The NC evaluates each Director based on the following review parameters, including:

• attendance at Board/Committee meetings;

• participation at meetings;

• involvement in management;




• availability for consultation and advice, when required;

• independence of the Directors; and

• appropriate skill, experience and expertise.

In addition to the above, the NC also evaluates the performance and effectiveness of the Board as a whole, taking into account the Board’s balance and mix.

The NC may act on the performance evaluation result and where appropriate, propose new members to be appointed to the Board or seek resignation of Directors.

Access to Information

Principle 6: Board members to have complete, adequate and timely information

Directors have unrestricted access to the Company’s records and information, all Board and Committee minutes, and receive management accounts so as to enable them to carry out their duties. Directors may also liaise with senior executives and other employees to seek additional information, if required.

Detailed board papers and agendas are sent out to the Directors before meetings so that all Directors may better understand the issues beforehand, allowing more time at such meetings for questions and deliberations that the Directors may have.

Should Directors, whether as a group or individually, require professional advice, the Company, upon direction by the Board, shall appoint a professional advisor to render advice. The costs shall be borne by the Company.

The Company Secretary attends all Board meetings and is responsible to the Board for advising on the implementation of the Group’s compliance requirements pursuant to the relevant statutes and regulations. All Directors have separate and independent access to the Company Secretary. The appointment and removal of the Company Secretary is subject to approval of the Board.

Procedures for Developing Remuneration Policies

Principle 7: Formal and transparent procedure for fi xing remuneration packages of Directors and key management executives

The RC is responsible for determining the remuneration of Directors and key employees (“Key Executives”) of the Group. The RC comprises 3 non-executive independent Directors.

The responsibilities of the RC are to:

• make recommendations to the Board on matters relating to remuneration, including but not limited to fees, salaries, allowances, bonuses, options and benefi ts in kind, of the Directors and Key Executives;

• review and recommend to the Board the terms of the service agreements of the Directors and Key Executives;

• determine the appropriateness of the remuneration of the Directors and Key Executives; and

• consider the disclosure requirements for Directors’ and Key Executives’ remuneration as required by the Listing Manual and the Code.

No Director is involved in deciding his or her own remuneration.

The remuneration packages of the Executive Directors are based on service contracts. Independent Directors are paid yearly fees of an agreed amount and these fees are subject to shareholders’ approval at the Annual General Meeting.

The RC has the right to seek professional advice internally and externally relating to the remuneration of all Directors and Key Executives.

Level and Mix of Remuneration

Principle 8: The level of remuneration for Directors should be adequate, not excessive, and linked to performance

The remuneration policy of the Group is to provide compensation packages at market rates that reward successful performance and attract, retain and motivate Directors and Key Executives.

The Group’s remuneration policy comprises a fi xed component and a variable component; the fi xed component is in the form of fi xed monthly salary whereas the variable component is linked to the performance of the Group and individual.

In setting remuneration packages, the RC ensures that the Directors and Key Executives are adequately but not excessively remunerated as compared to the industry and other comparable companies.

Disclosure on Remuneration

Principle 9: Clear disclosure of remuneration policy, level and mix of remuneration, and the procedure for setting remuneration

Details of the Directors’ remuneration for FY2013 are set out below:

Notes:

(1) Tan Sri Dato’ Nik Ibrahim Kamil did not receive any directors’ fees when he was Executive Chairman and Chief Executive Offi cer of the Company. He received directors’ fees after he relinquished his position as Chief Executive Offi cer and was re-designated as Non-executive Chairman.

(2) Mr Gary Francis Paul Scanlan does not receive any directors’ fees. His salary is paid to him by Castlemaine Goldfi elds Limited, where he is Non-executive Chairman.

Name of Director Salary Bonus Directors’ Allowances Total fees and other benefi ts

Tan Sri Dato’ Nik Ibrahim Kamil(1) 75.0% NIL 25.0% NIL 100%

Nicholas Ng Yick Hing 59.6% NIL NIL 40.4% 100%

Tan Soo Khoon Raymond 95.0% NIL NIL 5.0% 100%

Wong Choy Yin 80.0% 20.0% NIL NIL 100%(resigned on 31 July 2012)

Bernard Soo Puong Yii NIL NIL 100% NIL 100%

Ng Su Ling NIL NIL 100% NIL 100%

Roland Kenneth Selvanayagam NIL NIL 100% NIL 100%

Dr Denis Edmund Clarke NIL NIL 100% NIL 100%

Gary Francis Paul Scanlan(2) 100% NIL NIL NIL 100%

Dato’ Md Wira Dani Bin Abdul Daim NIL NIL 100% NIL 100%



The Board is of the opinion that owing to the nature of the industry that the Group is engaged in, the details of remuneration for individual Directors are confi dential. Such details, if disclosed, would also attract unwanted attention from competitors who may use the information to the detriment of the Company. The disclosure of such information would not be in the interest of the Company.

For the fi nancial year ending 31 March 2014, the RC has recommended that the non-executive and independent Directors be paid an aggregate fee of S$286,000, which will be tabled at the Annual General Meeting for approval by the shareholders. If approved, payment would be made quarterly in arrears after the Annual General Meeting. The sum was arrived at after taking into consideration the performance of the Company, the current economic situation and the contributions of the eligible Directors.

Details of the remuneration of the Key Executives for FY2013 are set out below:

The aggregate amount of the total remuneration paid to the top Key Executives (who are not Directors) is S$1,345,332.

There is no employee who is related to a Director or is an immediate family member of any Director or any Key Executive for FY2013.

There is no material contract or loan by the Company or its subsidiary companies involving the interest of any Director or controlling shareholder, either still subsisting at the end of the fi nancial year or if not then subsisting, entered into since the end of the previous fi nancial year.

On 20 December 2012, the LionGold Performance Share Plan (“Plan”) was approved by shareholders at a Special General Meeting of the Company. The Plan was introduced to increase the Company’s fl exibility and effectiveness in its efforts to reward, retain and motivate senior executives and key senior management. The Plan contemplates the award of fully-paid shares, when and after pre-determined performance or service conditions are accomplished. The selection of a participant, the number of shares to be awarded under the Plan and the performance targets to be met will be determined by a committee comprising Directors who have been duly authorised and appointed by the Board. The Company has yet to issue any shares pursuant to the Plan.


Remuneration band of Designation, Company Salary Bonus Allowances TotalTop Executives and other benefi ts

S$500,000 to S$750,000

Tan Kuan Hong CEO of PRC Operations, 55.4% 44.6% NIL 100% LionGold Corp Ltd

S$250,000 to S$500,000

Matthew Damian Gill Group Chief Operating Offi cer, 93.8% NIL 6.2% 100%(appointed on 1 September 2012) LionGold Corp Ltd

Below S$250,000

Chris Gbyl CEO of African Operations, 100% NIL NIL 100%(appointed on 17 December 2012) LionGold Corp Ltd

Chief Executive Offi cer, Signature Metals Limited

Goh Sian Hin Brendan Chief Financial Offi cer, 100% NIL NIL 100%(appointed on 1 December 2012) LionGold Corp Ltd

Accountability

Principle 10: Board should present a balanced and understandable assessment of the Company’s performance, position and prospects

The Board is accountable to the shareholders while the Management is accountable to the Board.

The Management provides the Board with detailed management accounts of the Group’s performance, position and prospects on a quarterly basis.

The Management also presents to the Board the quarterly and full year fi nancial statements and the AC reports to the Board on the results for review and approval. The Board approves the results after review and authorises the release of the results to the SGX-ST and the public via SGXNET.

Risk Management and Internal Controls

Principle 11: Board is responsible for governance of risk and should ensure that Management maintains sound system of risk management and internal control

As the Company does not have a risk management committee, the AC and the Management assume the responsibility of the risk management function. The Management reviews regularly the Company’s business and operational activities to identify areas of signifi cant risks as well as appropriate measures to control and mitigate these risks. The Management reviews all signifi cant policies and procedures and highlights all signifi cant matters to the Board and the AC.

The Board acknowledges that it is responsible for maintaining a sound system of internal controls, but recognises that no system of internal controls can provide absolute assurance against the occurrence of material errors, poor judgment, human error, losses, fraud or other irregularities.

The controls in place include:

• regular submissions, either on a monthly or quarterly basis, by the operating business units of updated fi nancial information, and if necessary, follow-up meetings with the management of the business units on any irregular or extraordinary expenses; and

• regular submissions, either on a monthly or quarterly basis, by the operating business units of operating milestones, and if necessary, follow-up meetings with the management of the business units on any milestones not achieved.

During FY2013, the Group’s internal auditors conducted reviews of the effectiveness of the Group’s internal controls. Any non-compliance and recommendation for improvement were reported to the AC.

Based on the internal controls established and maintained by the Group, work performed by the internal auditors and reviews performed by management, the Board and the AC are of the opinion that the Group’s internal controls addressing fi nancial, operational and compliance risks, were adequate as at 31 March 2013 and met the needs of the Group in its current business environment.

The Board recognises risk management is embedded into the operations of the company and that it addresses material fi nancial, operational and compliance risks to safeguard shareholders’ interests and the Group’s assets. To further strengthen the risk management function of the Group, the AC has appointed an external risk consultancy to undertake a review of the Group’s risk management and assurance framework. In its initial report to the AC, the Group’s key risks have been identifi ed together with the mitigating controls and action plans to mitigate/transfer/manage the risk. The work



undertaken to strengthen the Group’s risk and assurance framework will be used as a key input to develop its Internal Audit plan to ensure key risks are taken into account. Whilst the current risk management and assurance framework has met the needs of the Group in its current business environment, it will be further examined during the new fi nancial year with a view to further enhancing its effectiveness.

In yet a further effort to ensure that the risks of the Group’s core activity of gold mining are properly attended to, the Company appointed a Chief Risk Offi cer on 9 April 2013 to assist the Board in identifying and managing them.

Audit Committee

Principle 12: Establishment of Audit Committee with written terms of reference

The AC consists of 3 Directors all of whom are non-executive independent Directors. The AC has specifi c terms of reference and met 5 times in FY2013.

The AC assists the Board in maintaining a high standard of corporate governance, particularly by providing an independent review of the effectiveness of the fi nancial reporting, management of fi nancial and control risks, and monitoring of the internal control systems.

The responsibilities of the AC are to:

• review the audit plans of the external auditors and ensure the adequacy of the Group’s system of accounting controls and the co-operation given by the management to the external auditors;

• review the fi nancial statements of the Group before their submission to the Board and before their announcement;

• review legal and regulatory matters that may have a material impact on the fi nancial statements, related compliance policies and programs and any reports received from regulators;

• review the cost effectiveness and the independence and objectivity of the external auditors;

• review the nature and extent of non-audit services provided by the external auditors;

• review the assistance given by the Group’s offi cers to the auditors;

• nominate external auditors for re-appointment;

• review the Group’s compliance with such functions and duties as may be required under the relevant statutes or the Listing Manual, and by such amendments made thereto from time to time;

• review interested person transactions in accordance with the requirements of the Listing Manual; and

• review the adequacy of the Group’s internal controls.

The Board is of the view that the members of the AC are appropriately qualifi ed to discharge their responsibilities and they have the requisite accounting or related fi nancial management expertise or experience.

The AC has power to conduct or authorise investigations into any matter within the AC’s scope of responsibility.

In FY2013, the AC reviewed and deliberated on acquisitions made (or proposed to be made) by the Company of assets in the gold exploration and mining industry.


In FY2013, the change of external auditors from Moore Stephens LLP to PricewaterhouseCoopers LLP was approved at a Special General Meeting of the Company held on 20 December 2012. For FY2013, the AC has reviewed all non–audit services provided by the external auditors and confi rmed that the non-audit service fees would not affect the independence and objectivity of the external auditors. The AC recommends to the Board the re-appointment of PricewaterhouseCoopers LLP as the external auditors of the Company at the forthcoming Annual General Meeting.

The subsidiaries of the Company have also appointed PricewaterhouseCoopers LLP as their auditors.

The AC has full access and cooperation of the management and also full discretion to invite any Director or Key Management to attend its meetings, and has been given reasonable resources to enable it to discharge its functions. The AC also has met the auditors without the presence of the management during the fi nancial year ended 31 March 2013.

The Group has implemented a whistle-blowing policy. The policy aims to provide an avenue for employees to raise concerns about possible improprieties in confi dence, and at the same time assure them that they will be protected from victimisation for whistle-blowing in good faith.

Internal Audit

Principle 13: Setting up an independent internal audit function

The Board recognises its responsibilities for maintaining a system of internal control processes to safeguard shareholders’ investments and the Group’s assets and business.

Currently, the Chairman of the AC requests for and relies on reports from the Management as well as the internal auditors on any material non-compliance and internal control weaknesses. The AC oversees and monitors the implementation of any improvements thereto. The AC has reviewed with the internal auditors their fi ndings on the existence and adequacy of material control matters as part of its audit for the fi nancial year under review. The AC is of the view that the work carried out by the internal auditors is adequate.

Currently, the Company has outsourced its internal audit function to Protiviti Pte. Ltd. The internal audit plan drawn up by the internal auditors is approved by the AC. The work undertaken by the internal auditors includes the audit of the Group’s system of internal controls over its key operations. The internal auditors report their audit fi ndings and recommendations directly to the AC once fi nalised. The internal audit reports will also be given to the external auditors to ensure effective use of resources and to avoid duplication of effort. Going forward, once the Enterprise Risk Management Policy is developed, the AC will review the appointment of the internal audit function of the Group.

Shareholder Rights and Responsibilities

Principle 14: Fair and equitable treatment of all shareholders and recognising, protecting and facilitating the exercise of shareholders’ rights

Principle 15: Regular, effective and fair communication with shareholders

Principle 16: Shareholder participation at AGM

The Company believes that prompt disclosure of relevant information and a high standard of disclosure are the keys to raise the level of corporate governance. The Board believes in regular and timely communication with our shareholders. In line with continuous disclosure obligations of the Company pursuant to the Corporate Disclosure Policy of the SGX-ST, the Company’s policy is that all shareholders should be equally and timely informed of all major developments that impact the Group.



Information is communicated to our shareholders on a timely basis and made through:

• Annual Reports. The Board makes every effort to ensure that the Annual Report includes all relevant information about the Group, including future developments and disclosures required by the Companies Act and Financial Reporting Standards;

• SGXNET and press releases on major developments of the Group; and

• disclosures to the SGX-ST.

The Company maintains an up-to-date website at www.liongoldcorp.com where shareholders and investors can access information on the Company including press releases, corporate announcements and fi nancial statements.

The Annual General Meeting is the principal forum for dialogue with the Company’s shareholders. The Company encourages its shareholders to attend the Annual General Meeting to ensure a high level of accountability and to keep shareholders informed of the Group’s strategy and goals. Notices of general meetings are released on SGXNET and published in newspapers to inform shareholders of upcoming meetings.

The Bye-Laws of the Company allow shareholders to appoint up to two proxies to attend general meetings and vote on their behalf. In accordance with the Code, the Company will put all resolutions to vote by poll and make an announcement of the detailed results showing the number of votes cast for and against each resolution and the respective percentages.

In general, separate resolutions are proposed for substantially separate issues and for items of special business. Where appropriate, an explanation for any proposed resolution would be provided.

The Board welcomes questions and views of shareholders on matters affecting the Company raised either informally or formally before or at the Annual General Meeting. The Board and the Management will be present to answer any queries shareholders may have.

In line with the Group’s policy of strengthening its fi nancial position, the Board is not recommending any dividend distribution to its shareholders for FY2013.

INTERNAL CODE ON DEALINGS IN SECURITIES

The Company has put in place an internal code on dealings with securities, which has been issued to all Directors and employees.

The internal code prohibits the dealing in securities of the Company by Directors and employees while in possession of price-sensitive information, and during the period beginning one month before the announcement of the quarterly and annual results, and ending on the date of the announcement. Directors are required to report securities dealings to the Company Secretary who will assist in making the necessary announcements.

In addition, Directors and employees are reminded to observe insider trading laws at all times.

INTERESTED PERSON TRANSACTIONS

The Company has established procedures to ensure that all transactions with interested persons are reported to the AC in a timely manner and that the transactions are carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority shareholders.

For FY2013, there were no interested person transactions as set out in Chapter 9 of the Listing Manual.


STATEMENT OF COMPLIANCE

The Board confi rms that for the fi nancial period ended 31 March 2013, the Company has generally adhered to the principles and guidelines as set out in the Code of Corporate Governance 2012.

USE OF PROCEEDS

a) Convertible Bonds Proceeds

The Company has fully utilised the balance Convertible Bonds proceeds of approximately S$7,000,000.

During the fi nancial year ended 31 March 2013, the balance Convertible Bonds proceeds were utilised as follows:

b) Rights Issue of Warrants Proceeds

During the fi nancial year ended 31 March 2013, the proceeds of the rights issue of warrants aggregating approximately S$17.5 million were partially utilised as follows:

c) Proceeds from:

(i) Disposal of 100% of The Think Environmental Co Sdn Bhd

(ii) Think Power Pte. Ltd.’s Disposal of 60% out of 75% Shareholdings in Industrial Power Technology Pte. Ltd.

The consideration received for the disposal was by way of quoted securities.

Date of Use of Proceeds Amount Utilised Announcement S$

30 July 2012 Repayment of the Group’s unsecured borrowings 4,881,137

Working capital, including head offi ce expenses and working capital 1,107,300 for the Group’s gold mining and gold exploration businesses

Acquisitions of gold exploration and gold mining assets 1,109,650

Total 7,098,087


1 April 2013 Exploration activities 1,027,172

Production activities 1,027,172

Working capital 6,140,510

Total 8,194,854



d) Private Placement Proceeds

During the fi nancial year ended 31 March 2013, the Company fully utilised the proceeds of the private placement aggregating approximately S$44.4 million as follows:


1 April 2013 Exploration activities 5,519,497

Production activities 5,200,497

Working capital 33,674,006

Total 44,394,000



FINANCIAL

STATEMENTS

54 Report of the Directors

59 Statement by the Directors

60 Independent Auditors’ Report

62 Consolidated Statement of Comprehensive Income

64 Balance Sheets

66 Consolidated Statement of Changes in Equity

67 Consolidated Cash Flow Statement

73 Notes to the Financial Statements

LionGold Corp Ltd | Annual Report 2013

54

REPORT OF THE DIRECTORS

The directors present their report to the members together with the audited consolidated financial statements of LionGold Corp Ltd (the “Company”) and its subsidiaries (collectively the “Group”) for the financial year ended 31 March 2013 and the balance sheet of the Company as at 31 March 2013.

Directors

The directors of the Company in office at the date of this report are as follows:

Executive Directors:Nicholas Ng Yick Hing (Appointed on 1 January 2013)Tan Soo Khoon Raymond (Appointed on 1 October 2012)

Non-executive Directors:Tan Sri Dato’ Nik Ibrahim Kamil Bin Tan Sri Nik Ahmad KamilDato’ Md Wira Dani Bin Abdul DaimBernard Soo Puong YiiNg Su LingRoland Kenneth SelvanayagamDenis Edmund Clarke (Appointed on 1 October 2012)Gary Francis Paul Scanlan (Appointed on 1 October 2012)

Principal Activities

The principal activity of the Company is investment holding. The principal activities of the Group’s subsidiaries are described in Note 16 to the financial statements.

Results and Dividends

Details of the results of the Group for the financial year ended 31 March 2013 and the state of affairs of the Company and of the Group at that date are set out in the financial statements on pages 62 to 155.

No final dividend has been proposed for the current financial year (2012: Nil).

Arrangements to Enable Directors to Acquire Shares and Debentures

Neither at the end of the financial year nor at any time during the financial year was the Company a party to any arrangement whose object is to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.


55

Directors’ Interests in Shares and Debentures

According to the register of directors’ shareholdings, none of the directors holding office at the end of the financial year had any interest in the shares or debentures of the Company or its related corporations, except as follows:

Holdings registered in name of a director

or nominee

Holdings in which director is deemed to

have an interest

Name of director and corporation in which interests are held

At the end of financial

year

At the beginning

of financial year/date of appointment

At the end of financial

year

At the beginning

of financial year/date of appointment

The CompanyOrdinary SharesNicholas Ng Yick Hing 2,000,000 – – –

Tan Sri Dato’ Nik Ibrahim Kamil Bin TanSri Nik Ahmad Kamil * – – 40,000,000 40,000,000

Dato’ Md Wira Dani Bin Abdul Daim ** 16,425,000 16,425,000 42,100,000 40,000,000

Ng Su Ling # – – 7,600,000 7,600,000

* Tan Sri Dato’ Nik Ibrahim Kamil Bin Tan Sri Nik Ahmad Kamil is deemed to have an interest in these shares through Forte

Services Limited, which owns approximately a 4.34% (2012: 5.47%) equity interest in the Company.

** Dato’ Md Wira Dani Bin Abdul Daim is deemed to have an interest in these shares through Venaton Holdings Limited and

Dynamic Return (S) Pte Ltd, which own approximately a 4.57% (2012: 5.47%) equity interest in the Company.

# Ng Su Ling is deemed to have an interest in these shares through DMG & Partners Securities Pte Ltd, Maybank Nominees

(Singapore) Private Limited and Singapura Finance Ltd, which own approximately a 0.82% (2012: 1.04%) equity interest

in the Company.

Except as disclosed above, there were no changes in the interests in the Company between the end of the financial year and 21 April 2013.


56


Directors’ Contractual Benefits

Since the end of the previous financial year, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest, except that certain directors have received remuneration from related corporations in their capacity as directors and/or executives of those related corporations and except as disclosed in the accompanying financial statements.

Options to Take up Unissued Shares

During the financial year, no option to take up unissued shares of the Company or any corporation in the Group was granted.

Options Exercised

During the financial year, there were no shares of the Company or any corporation in the Group issued by virtue of the exercise of an option to take up unissued shares.

Options Outstanding

At the end of the financial year, there were no unissued shares of the Company or any Corporation in the Group under option.

Audit Committee

The Audit Committee (“AC”) consists of three Directors all of whom are non-executive independent Directors. The AC has specific terms of reference and has met five times for the financial year ended 31 March 2013.

The AC assists the Board in maintaining a high standard of corporate governance, particularly by providing an independent review of the effectiveness of the financial reporting, management of financial and control risks, and monitoring of the internal control systems.

The responsibilities of the AC are:

(a) to review the audit plan of the external auditors of the Group and the co-operation given by the management to the external auditors;

(b) to review the financial statements of the Group before their submission to the Board and before their announcement;

(c) to review legal and regulatory matters that may have a material impact on the financial statements, related compliance policies and programs and any reports received from regulators;


57

Audit Committee (Continued)

(d) to review the cost effectiveness and the independence and objectivity of the external auditors;

(e) to review the nature and extent of non-audit services provided by the external auditors;

(f) to review the assistance given by the Group’s officers to the auditors;

(g) to nominate the external auditors for re-appointment;

(h) to review the Group’s compliance with such functions and duties as may be required under the relevant statutes or the SGX-ST’s Listing Manual, and by such amendments made thereto from time to time;

(i) to review interested person transactions in accordance with the requirements of the SGX-ST’s Listing Manual; and

(j) to review the adequacy of the Company’s and the Group’s internal accounting controls.

The Board is of the view that the members of the AC are appropriately qualified to discharge their responsibilities and they have the requisite accounting or related financial management expertise or experience.

The AC has the power to conduct or authorise investigations into any matter within the AC’s scope of responsibility.

The AC meets with the external auditors, without the presence of the Company’s management, at least once annually.

For the financial year ended 31 March 2013, the AC has reviewed all non-audit services provided by the external auditors and confirmed that the non-audit services that have been rendered to the Group by the external auditors during the financial year would not affect the independence and objectivity of the external auditors.

The AC recommends to the Board the appointment of PricewaterhouseCoopers LLP as the external auditors of the Company.

The Group has implemented a whistle blowing policy. The policy aims to provide an avenue for employees to raise concerns about possible improprieties in confidence, and at the same time assure them that they will be protected from victimisation for whistle blowing in good faith.


58


Audit Committee (Continued)

The Board and the Audit Committee, with the assistance of an external risk consultancy, has undertaken an assessment on the adequacy and effectiveness of the Group’s risk management and internal control systems, taking into account significant aspects of risks and the associated internal controls. The Board recognises risk management is embedded into the operations of the company and that it addresses material financial, operational and compliance risks to safeguard shareholders’ interests and the Group’s assets. The Group continues to improve on its risk management framework in line with the maturity of the organisation. The Board notes that no system of internal controls can provide absolute assurance against the occurrence of material errors, poor judgment, human error, losses, fraud or other irregularities.

Based on the internal controls established and maintained by the Group, work performed by the internal auditors and reviews performed by management, the AC and the Board are of the opinion that the Group’s internal controls addressing financial, operational and compliance risks were adequate as at 31 March 2013.

Once the Group has completed the enterprise risk review on its operations, and has developed its Enterprise Risk Management Policy and Risk Assurance Framework, the AC will review the appointment of the internal audit function of the Group.

In the opinion of the Directors, the Group has complied with the Code’s guidelines on audit committees as well as Rule 716 of the SGX-ST Listing Manual.

Independent Auditors

The independent auditor, PricewaterhouseCoopers LLP, has expressed its willingness to accept reappointment.

On behalf of the Board of Directors

Nicholas Ng Yick HingDirector

Tan Soo Khoon RaymondDirector

Singapore


59

STATEMENT BY DIRECTORS

In the opinion of the directors,

(a) the consolidated financial statements of the Group and the balance sheet of the Company, together with the notes thereto, as set out on pages 62 to 155, are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2013 and of the results of the business, changes in equity and cash flows of the Group for the financial year then ended; and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

On behalf of the Board of Directors

Nicholas Ng Yick HingDirector

Tan Soo Khoon RaymondDirector

Singapore


60

INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF LIONGOLD CORP LTD

Report on the Financial Statements

We have audited the accompanying financial statements of LionGold Corp Ltd (the “Company”) and its subsidiaries (collectively referred to as the “Group”) set out on pages 62 to 155, which comprise the consolidated balance sheet of the Group and balance sheet of the Company as at 31 March 2013, the consolidated statement of comprehensive income, statement of changes in equity and statement of cash flows of the Group for the financial year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of Singapore Financial Reporting Standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


61

Opinion

In our opinion, the consolidated financial statements of the Group and the balance sheet of the Company are properly drawn up in accordance with Singapore Financial Reporting Standards so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2013, and of the results, changes in equity and cash flows of the Group for the financial year ended on that date.

Other Matter

The financial statements for the preceding year were reported on by an audit firm other than PricewaterhouseCoopers LLP. The auditor’s report dated 6 July 2012 issued by the predecessor audit firm on the consolidated financial statements for the financial year ended 31 March 2012 was unqualified.

PricewaterhouseCoopers LLPPublic Accountants and Chartered Accountants

Singapore, 5 July 2013

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME


62

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

(Restated)Note 2013 2012

S$’000 S$’000

CONTINUING OPERATIONSRevenue 4 120,221 92,628

Cost of sales (116,579) (83,267)

Gross profit 3,642 9,361

Other income 5 31,276 10,631

Expenses:Selling and distribution expenses (1,819) (2,205)Administrative expenses (22,502) (13,115)Other expenses 6 (14,634) (31,914)Finance costs 7 (7,469) (2,957)

Total expenses (46,424) (50,191)

Share of loss of an associated company – (102)

Loss before income tax from continuing operations 8 (11,506) (30,301)

Income tax credit/(expense) 10 333 (123)

Net loss for the year from continuing operations (11,173) (30,424)

DISCONTINUED OPERATIONSLoss from discontinued operations, net of tax 40 (16) (992)

Total loss after tax for the year (11,189) (31,416)

Attributable to:Equity holders of the Company Loss from continuing operations, net of tax (8,095) (27,082) Loss from discontinued operations, net of tax (21) (748)

Loss for the year attributable to equity holders of the Company (8,116) (27,830)

Non-controlling interests Loss from continuing operations, net of tax (4,190) (3,342) Profit/(loss) from discontinued operations, net of tax 1,117 (244)

Loss for the year attributable to non-controlling interests (3,073) (3,586)

The accompanying notes form an integral part of the financial statements


63

(Continued)

(Restated)Note 2013 2012

S$’000 S$’000

Total loss for the year (11,189) (31,416)

Other comprehensive income:Fair value loss on available-for-sale financial assets (6,248) –Currency translation differences (6,529) 709

Total comprehensive loss for the year (23,966) (30,707)

Total comprehensive loss for the year attributable to:Equity holders of the Company (19,265) (27,121)Non-controlling interests (4,701) (3,586)

(23,966) (30,707)

Attributable to:Equity holders of the Company Total comprehensive loss from continuing operations, net of tax (19,244) (26,373) Total comprehensive loss from discontinued operations, net of tax (21) (748)

Total comprehensive loss for the year attributable to equity holders of the Company (19,265) (27,121)

Non-controlling interests Total comprehensive loss from continuing operations, net of tax (5,818) (3,342) Total comprehensive income/(loss) from discontinued operations, net of tax 1,117 (244)

Total comprehensive loss for the year attributable to non-controlling interests (4,701) (3,586)

Loss per share attributable to equity holders of the Company (S$ cent)Continuing operations – Basic and diluted 11 (0.94) (3.71)

Discontinuing operations – Basic and diluted 11 * (0.10)

* Amounts are less than S$0.01



64

BALANCE SHEETSAS AT 31 MARCH 2013

Group CompanyNote 2013 2012 2013 2012

S$’000 S$’000 S$’000 S$’000ASSETSCurrent assetsCash and cash equivalents 12 46,973 15,816 12,447 55Financial assets at fair value through profit or loss 13 48,445 79 47,584 –Available-for-sale financial assets 14 2,500 15,763 – –Trade and other receivables 15 17,155 32,670 97 137Due from subsidiaries 16 – – 57,836 54,094Other current assets 17 1,969 1,334 44 9Inventories 18 12,876 5,545 – –

129,918 71,207 118,008 54,295Assets held for sale 19 1,346 5,847 – –

131,264 77,054 118,008 54,295

Non-current assetsAvailable-for-sale financial assets 14 18,066 – 18,066 –Other receivables 14 4,327 – – –Security deposits 20 5,891 – – –Investments in associated companies 21 – 31 – –Investments in subsidiaries 16 – – 177,917 12,692Exploration and evaluation expenditure 22 141,243 – – –Mining properties 23 9,337 – –Property, plant and equipment 24 60,214 4,460 9 20Intangible assets 25 17,748 10,250 – –Deferred tax assets 32 328 – – –

257,154 14,741 195,992 12,712Total assets 388,418 91,795 314,000 67,007

LIABILITIESCurrent liabilitiesTrade and other payables 26 37,564 30,408 3,012 4,183Due to subsidiaries 16 – – 26,575 439Income tax liabilities 18 18 – –Finance lease liabilities 27 2,164 60 – –Borrowings 28 515 40 – –Derivative liability conversion option in convertible bonds 29 5,212 – 5,212 –

45,473 30,526 34,799 4,622



65

(Continued)

Group CompanyNote 2013 2012 2013 2012

S$’000 S$’000 S$’000 S$’000

Non-current liabilitiesFinance lease liabilities 27 93 246 – –Borrowings 28 2,814 30,760 2,814 26,577Convertible bonds 28 23,065 – 23,065 –Deferred consideration 30 2,168 – – –Rehabilitation and preservation provision 31 7,852 – – –Deferred tax liabilities 32 16,488 – – –Other non-current liabilities 14,149 – – –

66,629 31,006 25,879 26,577

Total liabilities 112,102 61,532 60,678 31,199

Net assets 276,316 30,263 253,322 35,808

EQUITYIssued capital and reserves attributable to equity holders of the CompanyIssued capital 33 52,339 42,848 52,339 42,848Share premium 33 231,826 26,824 231,826 26,824Other reserves 34 (38,100) (36,376) (30,843) (33,864)

246,065 33,296 253,322 35,808Non-controlling interests 30,251 (3,033) – –

Total equity 276,316 30,263 253,322 35,808


CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY


66


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67

CONSOLIDATED

CASH FLOW STATEMENTFOR THE FINANCIAL YEAR ENDED 31 MARCH 2013

2013 2012S$’000 S$’000

Cash Flows From Operating ActivitiesLoss before tax from continuing operations (11,506) (30,301)Loss before tax from discontinued operations (Note 40) (16) (992)Loss before income tax (11,522) (31,293)Adjustments for:Allowance for impairment loss of available-for-sale financial assets – 1,841Allowance for impairment loss of exploration and evaluation expenditure 177 3,249Allowance for impairment loss of goodwill – 16,063Allowance for impairment loss of other receivables 440 3,914Amortisation of discount on deferred consideration 199 –Amortisation of intangible assets 49 51Amortisation of mining properties 4,538 –Amortisation income of financial assets – (17)Capitalised expenditure written off – 1,973Depreciation of property, plant and equipment 6,126 910Fair value gain on financial assets at fair value through profit or loss (16,780) (2)Gain on disposal of an associated company (2,753) –Gain on disposal of subsidiaries (405) –Gain on disposal of available-for-sale financial assets (current assets) (237) –Gain on disposal of property, plant and equipment (8) (8)Gain recognised on remeasurement of previously-held equity interest in a subsidiary prior to date of business acquisition (3,949) –Loss on derivative financial instruments 953 –Bargain purchase outcome on acquisition (6,038) –Profit warranty income – (10,000)Property, plant and equipment written off 151 29Provision for amount payable to non-controlling interests 12,734 –Receivables written off 1,835 –Share of loss of an associated company – 102Unrealised foreign exchange loss 51 939Interest income (674) (42)Interest expense 7,469 2,963Operating cash flows before working capital changes (7,644) (9,328)Changes in operating assets and liabilities:Inventories 11,088 (503)Trade and other receivables (1,238) (10,110)Other current assets (522) 341Trade and other payables (9,680) 11,931Other liabilities 601 –Cash used in operations (7,395) (7,669)Interest received 674 42Interest paid (1,797) (2,963)Income tax paid (119) (123)Net cash used in operating activities (8,637) (10,713)


CONSOLIDATED

CASH FLOW STATEMENT


68


(Continued)

2013 2012S$’000 S$’000

Cash Flows From Investing ActivitiesAcquisition of subsidiaries, net of cash and cash equivalents acquired (Note A) 16,838 1Disposal of subsidiaries, net of cash and cash equivalents disposed (Note B) (2,480) –Addition of available-for-sale financial assets (24,264) (1,879)Additions to intangible assets (other than goodwill) (49) (98)Additions to mining properties (5,842) –Exploration and evaluation expenditure (19,569) (1,367)Purchase of financial assets at fair value through profit or loss – (2)Proceeds from disposal of property, plant and equipment 71 81Purchase of property, plant and equipment (8,462) (634)

Net cash used in investing activities (43,757) (3,898)

Cash Flows From Financing ActivitiesProceeds from issuance of ordinary shares 56,814 –Proceeds from convertible bonds 27,722 –Proceeds from warrant issue 17,541 –Proceeds from borrowings 23,186 17,342Repayment of borrowings (41,086) (207)Repayment of finance lease liabilities (387) (51)Advance to related parties – (3,914)

Net cash generated from financing activities 83,790 13,170

Net increase/(decrease) in cash and cash equivalents 31,396 (1,441)Cash and cash equivalents at the beginning of the financial year 15,816 16,207Effect of foreign exchange rate changes, net (239) 1,050

Cash and cash equivalents at the end of the financial year (Note 12) 46,973 15,816



69

(Continued)

Note A:

Acquisition of subsidiaries

During the financial year, the Group acquired the following:

1) 76.22% equity interest in Signature Metals Limited and its subsidiaries (the “SML Group”) on 3 April 2012 for a consideration of S$66,192,000. The consideration was settled via an issuance of 61,862,111 new ordinary shares at an issue price of S$1.07 each;

2) 100% equity interest in Castlemaine Goldfields Limited and its subsidiaries (the “CGT Group”) on 31 August 2012 for a consideration of S$83,934,000, of which S$5,037,000 was settled in cash and the remaining S$74,948,000 was settled via an issuance of 60,434,726 new ordinary shares at an issue price of S$1.24 each and from a gain recognized on remeasurement of previously held equity interest in CGT Group prior to the date of business acquisition of S$3,949,000;

3) 100% equity interest in Brimstone Resources Limited (“BRL”) on 4 September 2012 for a consideration of S$5,831,000. The consideration was settled via an issuance of 4,683,326 new ordinary shares at an issue price of S$1.245 each; and

4) 100% equity interest in Vista Gold (Antigua) Corp and its subsidiaries (the “VGA Group”) on 11 December 2012 for a consideration of S$9,309,000, of which S$2,406,000 was settled in cash and the remaining S$6,903,000 consideration was settled via an issuance of 6,481,757 new ordinary shares at an issue price of S$$1.065 each.

Collectively, these are referred to as the “FY2013 Acquisitions”.

The principal activities of the FY2013 Acquisitions are that of gold exploration, development and mining.

The business combinations were accounted for using the acquisition method. The fair values of the identifiable assets and liabilities of the SML Group, CGT Group and BRL and the provisional fair values of the identifiable assets and liabilities of the VGA group as at the date of acquisition were:


CONSOLIDATED

CASH FLOW STATEMENT


70


(Continued)

Note A: (Continued)

Acquisition of subsidiaries (Continued)

VGA Group BRL

CGT Group

SML Group Total

S$’000 S$’000 S$’000 S$’000 S$’000

Property, plant and equipment 144 1 44,349 11,182 55,676Exploration and evaluation expenditure 20,659 5,965 – 96,429 123,053Mining properties – – 8,090 – 8,090Other non-current assets 11 – – – 11Inventories 16 – 15,030 3,368 18,414Trade and other receivables 91 – 909 3,911 4,911Cash and cash equivalents 491 418 22,891 480 24,280Other current assets 24 – 6,008 – 6,032Trade and other payables (5,623) (1,725) (7,064) (7,699) (22,111)Rehabilitation and preservation provision (564) – (5,870) (795) (7,229)Lease liabilities – – (409) – (409)Deferred consideration – – – (1,989) (1,989)

Net identifiable assets 15,249 4,659 83,934 104,887 208,729Non-controlling interests 98 – – (38,695) (38,597)

Net identifiable assets on acquisition 15,347 4,659 83,934 66,192 170,132Deferred tax liabilities arising on consolidation – (548) – (15,940) (16,488)Goodwill arising on consolidation – 1,720 – 15,940 17,660Negative goodwill arising on consolidation (Note 25) (6,038) – – – (6,038)

Purchase consideration 9,309 5,831 83,934 66,192 165,266Less: non-cash consideration (6,903) (5,831) (78,898) (66,192) (157,824)

Consideration settled in cash 2,406 – 5,036 – 7,442Less: Cash and cash equivalents of the subsidiaries acquired (491) (418) (22,891) (480) (24,280)

Net cash (outflow)/inflow on acquisition of subsidiaries (1,915) 418 17,855 480 16,838



71

(Continued)

Note A: (Continued)

Acquisition of subsidiaries (Continued)

In the last financial year, the Group acquired a 70% equity interest in Mornington Offshore Inc. and its subsidiaries (the “MOI Group”) for a consideration of S$7,965,000 and the consideration was settled via an issuance of 9,481,857 new ordinary shares.

The business combination was accounted for using the acquisition method. The fair values of the identifiable assets and liabilities of the MOI Group as at the date of acquisition were:

2012S$’000

Property, plant and equipment 188Exploration and evaluation expenditure (Note 22) 3,249Cash and cash equivalents 1Trade and other receivables 1,085Capitalised expenditure 606Trade and other payables (2,412)

Net identifiable assets 2,717Non-controlling interests (815)

Net identifiable assets on acquisition 1,902Goodwill arising on consolidation (Note 25) 6,063

Purchase consideration 7,965Less: non-cash consideration (7,965)

Consideration settled in cash –Less: Cash and cash equivalents of the subsidiaries acquired (1)

Net cash inflow on acquisition of subsidiaries 1


CONSOLIDATED

CASH FLOW STATEMENT


72


(Continued)

Note B:

Disposal of subsidiaries

During the financial year, the Group disposed of its 100% equity interest in The Think Environment Co. Sdn. Bhd. and 60% interest in Industrial Power Technology Pte. Ltd. for a consideration of S$1 and S$10,000,000 respectively.

The aggregate effects of the disposal of the above subsidiaries on the cashflows of the Group were as follows:

S$’000

Property, plant and equipment 479Investment 31Trade and other receivables 4,979Cash and cash equivalents 2,480Trade and other payables (5,180)Lease liabilities (247)

Identifiable net assets disposed of 2,542Non-controlling interest (612)

1,930

Gain on disposalConsideration received(1) 10,000Net assets disposed of (1,930)Goodwill on acquisition (10,178)Transfer to foreign exchange reserves 13

(2,095)15% interest retained 2,500

Gain on disposal 405

Consideration received in cash and cash equivalents –Less: Cash and cash equivalents of subsidiaries disposed (2,480)

Net cash outflow on disposal of subsidiaries (2,480)

Note:

(1) The consideration received for the disposal was by way of quoted securities.



73

NOTES TO THE

FINANCIAL STATEMENTS31 MARCH 2013

These notes form an integral part of and should be read in conjunction with the accompanying financial statements.

1 General

The Company was incorporated in Bermuda on 23 June 2004 as an exempt company with limited liability under the Companies Act 1981 of Bermuda with its registered office at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda. Its principal place of business is located at 59 Mohamed Sultan Road, Sultan Link #02-08, Singapore 238999. The shares of the Company are listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST”).

The principal activity of the Company is investment holding. The principal activities of the Group’s subsidiaries are described in Note 16 to the financial statements.

The balance sheet of the Company as at 31 March 2013 and the consolidated financial statements of the Group for the financial year ended 31 March 2013 were authorised for issue in accordance with a resolution of the Board of Directors of the Company on the date of the Statement by Directors.

2 Significant Accounting Policies

(a) Basis of Preparation

These financial statements have been prepared in accordance with Singapore Financial Reporting Standards (“FRS”) and under the historical cost convention, except as disclosed in the accounting policies below.

The preparation of financial statements in conformity with FRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.

On 1 April 2012, the Group adopted the new or amended FRS and Interpretations to FRS (“INT FRS”) that are mandatory for application for the financial year. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective FRS and INT FRS.

The adoption of these new or amended FRS and INT FRS did not result in substantial changes to the accounting policies of the Group and the Company and had no material effect on the amounts reported for the current or prior financial years.

NOTES TO THE

FINANCIAL STATEMENTS


74

31 MARCH 2013

2 Significant Accounting Policies (Continued)

(b) Group Accounting

(i) Subsidiaries

Basis of consolidation

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies so as to obtain benefits from its activities, generally accompanied by a shareholding giving rise to a majority of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases.

In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Non-controlling interests are that part of the net results of operations and of net assets of a subsidiary attributable to the interests which are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statement of comprehensive income, statement of changes in equity and balance sheet. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.

Investments in subsidiaries are stated in the Company’s balance sheet at cost less any accumulated impairment losses. An assessment of recoverable amounts of investments in subsidiaries is performed when there is an indication that the asset has been impaired or the impairment losses recognised in the prior years no longer exist.


75


(b) Group Accounting (Continued)

(i) Subsidiaries (Continued)

Acquisition of businesses

The acquisition method of accounting is used to account for business combinations by the Group.

The consideration transferred for the acquisition of a subsidiary or business comprises of the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.

Acquisition-related costs are expensed as incurred.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.

On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.

The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the identifiable net assets acquired is recorded as goodwill. Please refer to Note 2(d) for the subsequent accounting policy on goodwill. In instances where the latter amount exceeds the former, the excess is recognised in profit or loss as a gain from bargain purchase on the acquisition date.

NOTES TO THE



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31 MARCH 2013



(i) Subsidiaries (Continued)

Disposals of subsidiaries or businesses

When a change in the Group ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific Standard.

Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in profit or loss.

Transactions with non-controlling interests

Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company, and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated balance sheet, separately from equity attributable to owners of the Company.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognised within equity attributable to the equity holders of the Company.


77



(ii) Associated companies

Associated companies are entities over which the Group has significant influence, but not control, generally accompanying a shareholding of between and including 20% and 50% of the voting rights. Investments in associated companies are accounted for in the consolidated financial statements using the equity method of accounting less impairment losses. Goodwill relating to associated companies is included in the carrying amount of the investment and is neither amortised nor tested individually for impairment.

Investments in associated companies are initially recognised at cost. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.

In applying the equity method of accounting, the Group’s share of its associated companies’ post-acquisition profits or losses is recognised in profit or loss and its share of post-acquisition movements in reserves is recognised in equity directly. These post-acquisition movements are adjusted against the carrying amount of investment. When the Group’s share of losses in an associated company equals or exceeds its interest in the associated company, including any other unsecured receivables, the Group does not recognise further losses, unless it has obligations or has made payment on behalf of the associated company. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in its associated companies.

Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associated companies. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associated companies have been changed where necessary to ensure consistency with accounting policies adopted by the Group.

Disposals

Investments in associated companies are derecognised when the Group loses significant influence. Any retained equity interest in the entity is remeasured at its fair value. The difference between the carrying amount of the retained interest at the date when significant influence is lost and its fair value is recognised in profit or loss.

Gains and losses arising from partial disposals or dilutions in investments in associated companies in which significant influence is retained are recognised in profit or loss.

NOTES TO THE



78

31 MARCH 2013


(c) Property, Plant and Equipment

Items of property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.

The cost of an item of property, plant and equipment initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Cost also includes borrowing costs (refer to Note 2(l) on borrowing costs) and any fair value gains or losses on qualifying cash flow hedges of property, plant and equipment that are transferred from the hedging reserve.

Depreciation on items of property, plant and equipment is calculated using the straight-line method to allocate their depreciable amounts over their estimated useful lives as follows:

Leasehold land and building – 5 to 34 years (over the lease term)Leasehold improvements – 3 to 5 yearsPlant and machinery – 5 to 10 yearsMoulds – 5 yearsOffice and electronic equipment – 3 to 10 yearsMotor vehicles – 5 to 10 yearsField equipment – 5 years

The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.

Construction in progress is stated at cost less any impairment losses, and is not depreciated. Cost comprises the direct costs of construction and capitalised borrowing costs on related borrowed funds during the period of construction. Construction in progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.

Subsequent expenditure relating to property, plant and equipment that has already been recognised is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expenses are recognised in profit or loss when incurred.

On disposal of an item of property, plant and equipment, the difference between the disposal proceeds and its carrying amount is recognised in profit or loss within “Other income – net”.


79


(d) Intangible Assets

Computer software

Acquired computer software licenses are initially capitalised at cost which includes the purchase price and other directly attributable cost of preparing the asset for its intended use. Capitalised computer software licenses are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over their estimated useful lives of five years.

Research and development costs

Research costs are recognised as expenses as incurred. Development costs incurred on an individual project are recognised and carried forward if the following can be demonstrated:

(a) the technical feasibility of completing the intangible asset so that it will be available for use or sale;

(b) the Company’s intention to complete the intangible asset and use or sell it;

(c) the Company’s ability to use or sell the intangible asset;

(d) how the intangible asset will generate probable future economic benefits. Among other things, the Company can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset;

(e) the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

(f) the Company’s ability to measure reliably the expenditure attributable to the intangible asset during its development.

Capitalised development costs are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over their estimated useful life of three years, from the date when the products are put into commercial production.

Goodwill on acquisitions

Goodwill on acquisitions of subsidiaries and businesses represents the excess of (i) the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over (ii) the fair value of the identifiable net assets acquired.

NOTES TO THE



80

31 MARCH 2013


(d) Intangible Assets (Continued)

Goodwill on acquisitions (Continued)

Goodwill on subsidiaries and joint ventures is recognised separately as intangible assets and carried at cost less accumulated impairment losses.

Goodwill on associated companies is included in the carrying amount of the investments.

Gains and losses on the disposal of subsidiaries, joint ventures and associated companies include the carrying amount of goodwill relating to the entity sold.

(e) Exploration and Evaluation Expenditure

Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource.

Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest where the rights to tenure of the area of interest are current. Expenditure for each area of interest is carried forward as an asset provided that at least one of the following conditions is met:

– such costs are expected to be recouped through further development and exploitation of the area of interest or, alternatively, by its sale; or

– exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of resources, and active operations in relation to the area are continuing to provide the additional information required to make a determination.

Expenditure which fails to meet the conditions outlined above are expensed in the period in which they are incurred. When an area of interest is abandoned, any expenditure carried forward in respect of that area is written off in full against profit in the year in which the decision to abandon the area is made.

Exploration and evaluation assets acquired under an acquisition of assets or business combinations are recognised at fair value. Expenditure incurred subsequent to acquisition in respect of an exploration asset is accounted for in accordance with the policy outlined above.


81


(e) Exploration and Evaluation Expenditure (Continued)

Directors regularly review the carrying value of exploration and evaluation expenditure to determine the appropriateness of continuing to carry forward capitalised costs in relation to an area of interest.

When production of an area of interest commences, the exploration and evaluation expenditure will be reclassified to mining properties. The accumulated costs for the relevant area of interest will then be amortised over the life of the area according to the rate of depletion.

(f) Mining Properties

Mining properties includes costs that are required to bring a property from an evaluation phase to production. Expenditure includes direct and indirect costs that are required to provide access to ore sources and to provide facilities for extracting, gathering, transporting and treatment of the minerals. These costs may include the purchase price for development assets, expenditure associated with the development of open-cut or underground areas of interest, the establishment or refurbishment and recommissioning of processing facilities and the costs of dismantling and restoring the site where such obligations arise when the asset is acquired or constructed. Mining property expenditure may occur when a mine or facility is acquired or constructed and during production to provide further expansion or access or ore sources during the life of the mine or facility.

Expenditures are capitalised to the extent that these costs are expected to be recouped through commercially viable extraction of resources.

Mining property expenditure is amortised on a units of production basis. Where no reserves exist and future expenditure is required to calculate further resources, future production and development costs may need to be taken into account when determining the rate of amortisation.

The amortisation method is reviewed periodically.

Mining property expenditure is stated in the accounts at cost less accumulated amortisation.

(g) Impairment of Goodwill

Goodwill recognised separately as an intangible asset is tested for impairment annually and whenever there is indication that the goodwill may be impaired.

For the purpose of impairment testing of goodwill, goodwill is allocated to each of the Group’s cash-generating-units (“CGU”) expected to benefit from synergies arising from the business combination.

An impairment loss is recognised when the carrying amount of a CGU, including the goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of a CGU is the higher of the CGU’s fair value less cost to sell and value-in-use.

NOTES TO THE



82

31 MARCH 2013


(g) Impairment of Goodwill (Continued)

The total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each asset in the CGU.

An impairment loss on goodwill is recognised as an expense and is not reversed in a subsequent period.

(h) Impairment of Non-Financial Assets excluding Goodwill

Property, plant and equipment, intangible assets (excluding goodwill), mining properties and exploration and evaluation expenditure and investments in subsidiaries and associated companies are tested for impairment whenever there is any objective evidence or indication that these assets have been impaired. If any such indication exists, the recoverable amount (i.e. the higher of the fair value less cost to sell and value in use) of the asset is estimated to determine the amount of impairment loss.

For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the cash-generating unit (“CGU”) to which the asset belongs. If the recoverable amount of the asset or CGU is estimated to be less than its carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. The impairment loss is recognised in profit or loss unless the asset is carried at revalued amount, in which case, such impairment loss is treated as a revaluation decrease.

An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.

A reversal of an impairment loss for an asset is recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. However, to the extent that an impairment loss on the same revalued asset was previously recognised in profit or loss, a reversal of that impairment is also recognised in profit or loss.


83


(i) Inventories

Inventories are recognised when it is probable that future economic benefits will flow to the entity and the asset has a cost or value that can be reliably measured. Inventories are stated at the lower of cost and net realisable value. Cost comprises any cost of purchase, costs of conversion or production and any cost incurred in bringing the inventories to their present location and condition. Costs may include direct materials and labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(j) Financial Assets

The Group classifies its financial assets in the following categories: financial assets at fair value through profit or loss, loans and receivables and available-for-sale financial assets. The classification depends on the nature of the asset and the purpose for which the assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every balance sheet date.

Financial assets at fair value through profit or loss

A financial asset is designated as at fair value through profit or loss if acquired principally for the purpose of selling in the short term or if so designated by management. Assets in this category are classified as current assets if they are to be realised within 12 months after the balance sheet date.

Purchases and sales of investments are recognised on the trade-date – the date on which the Group commits to purchase or sell the asset. Investments are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

Financial assets at fair value through profit or loss are initially recognised and subsequently carried at fair value. Realised and unrealised gains and losses arising from the changes in fair value including the effects of currency translation, interest and dividends, are included in profit or loss in the period in which they arise. The fair values of quoted financial assets are based on quoted market prices, which are the current bid prices.

NOTES TO THE



84

31 MARCH 2013


(j) Financial Assets (Continued)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the balance sheet date which are presented as non-current assets. Loans and receivables are presented as “trade and other receivables”, “cash and cash equivalents”, “security deposits” and “sundry deposits” on the balance sheet.

(i) Trade and other receivables

Trade and other receivables, which are normally settled on 60 to 90 days terms and amounts due from subsidiaries are recognised initially at fair value plus transaction costs and subsequently carried at amortised costs using the effective interest method, less allowance for impairment.

(ii) Cash and cash equivalents

Cash and cash equivalents include cash on hand and at banks or financial institutions, including fixed deposits. Cash and cash equivalents are short-term and highly liquid investments that are readily convertible to known amounts of cash and that are subject to insignificant risk of changes in value.

For the purposes of the consolidated cash flow statement, cash and cash equivalents are shown net of fixed deposits pledged.

(iii) Security deposits

Security deposits are short term deposits to support bank guarantees in favour of various parties. These deposits are subject to restrictions relating mainly to the group’s environmental and rehabilitation obligations under exploration and mining licenses.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. Assets in this category are presented as non-current assets unless management intends to dispose of the assets within 12 months after the balance sheet date.


85



Available-for-sale financial assets (Continued)

Available-for-sale financial assets are initially recognised at fair value plus, any direct attributable transaction costs, and subsequently carried at fair value with gains and losses being recognised directly in equity until the investment is derecognised or until the investment is determined to be impaired at which time the cumulative gain or loss previously reported in equity is included in profit or loss.

Interest and dividend income on available-for-sale financial assets are recognised separately in income. Changes in fair values of available-for-sale equity securities (i.e. non-monetary items) are recognised in the fair value reserve, together with the related currency translation differences.

Impairment of Financial Assets

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for impairment when such evidence exists.

(i) Loans and receivables

Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy and default or significant delay in payments are objective evidence that these financial assets are impaired.

The carrying amount of these assets is reduced through the use of an impairment allowance account which is calculated as the difference between the carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in profit or loss.

The impairment allowance is reduced through profit or loss in a subsequent period when the amount of impairment loss decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no impairment been recognised in prior periods.

A significant or prolonged decline in the fair value of an equity security below its cost is considered as an indicator that the available-for-sale financial asset is impaired.

NOTES TO THE



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31 MARCH 2013



Impairment of Financial Assets (Continued)

(ii) Available-for-sale financial assets (Continued)

If any evidence of impairment exists, the cumulative loss that was previously recognised in other comprehensive income is reclassified to profit or loss. The cumulative loss is measured as the difference between the acquisition cost (net of any principal repayments and amortisation) and the current fair value, less any impairment loss previously recognised as an expense. The impairment losses recognised as an expense on equity securities are not reversed through profit or loss.

(k) Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business is longer). Otherwise, they are presented as non-current liabilities.

Trade and other payables are initially recognized at fair value, and subsequently carried at amortised cost using the effective interest method.

(l) Borrowings

Loans

Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.

Borrowings are initially recognised at fair value (net of transaction costs) and subsequently carried at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

Convertible bonds

The total proceeds from convertible bonds issued are allocated to the liability component and the equity component, which are separately presented on the balance sheet.

The derivative liability component (conversion option) is recognised at its fair value, determined by applying the Black Scholes valuation model. When the conversion option is exercised, its carrying amount is transferred to share capital. When the conversion option lapses, its carrying amount is transferred to retained profits.

The difference between the total proceeds and the derivative liability component is allocated to the non-convertible bond component. It is subsequently carried at amortised cost using the effective interest method until the liability is extinguished on conversion or redemption of the bonds.


87


(m) Provisions

Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made. Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.

(n) Contingent Consideration

Contingent consideration arises when settlement of all or any part of the cost of a business combination is based upon the achievement of a future event. The consideration is stated at fair value at the date of acquisition. Where the effect of the time value of money is material, the amount of the consideration is the present value of the expenditures expected to be required to settle the obligation.

Contingent consideration balances are reviewed periodically for changes in the estimates of the amount or timing of future cash flows and changes in the discount rate.

(o) Financial Guarantees

Financial guarantee contracts are arrangements drawn between the Company and financial institutions for the issuance of corporate guarantees for bank facilities obtained by its subsidiaries.

Financial guarantee contracts are initially recognised at their fair values plus transaction costs, and subsequently amortised to profit or loss over the period of the subsidiaries’ borrowings, unless the Company has incurred an obligation to reimburse the financial institutions for an amount higher than the unamortised amount. In this case, the financial guarantee contracts shall be carried at the expected amount payable to the financial institutions.

(p) Income Tax

Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.

NOTES TO THE



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31 MARCH 2013


(p) Income Tax (Continued)

A deferred income tax liability is recognised on temporary differences arising on investments in subsidiaries and associated companies, except where the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A deferred income tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised.

Deferred income tax is measured:

(i) at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date; and

(ii) based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date, to recover or settle the carrying amounts of its assets and liabilities.

Current and deferred income taxes are recognised as income or expense in profit or loss, except to the extent that the tax arises from a business combination or a transaction which is recognised directly in equity. Deferred tax arising from a business combination is adjusted against goodwill on acquisition.

(q) Leases

Where the Group is the lessee:

Finance leases

Leases where the Group assumes substantially all risks and rewards incidental to ownership of the leased assets are classified as finance leases.

The leased assets and the corresponding lease liabilities (net of finance charges) under finance leases are recognised on the balance sheet as plant and equipment and borrowings respectively, at the inception of the leases based on the lower of the fair value of the leased assets and the present value of the minimum lease payments.

Each lease payment is apportioned between the finance expense and the reduction of the outstanding lease liability. The finance expense is recognised in profit or loss on a basis that reflects a constant periodic rate of interest on the finance lease liability.


89


(q) Leases (Continued)

Operating leases

Leases where substantially all of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessors) are charged to profit or loss on a straight-line basis over the period of the leases.

(r) Rehabilitation and preservation provisions

The estimated costs of future site rehabilitation and restoration, including heritage preservation where required, associated with previous mining and/or exploration activity are provided for as and when an obligation arises and are included in the costs of the related area of interest. These costs may include the dismantling and removal of any plant, equipment and building structures and rehabilitation, where such work is deemed required by the relevant government authorities and the cost of making safe any remaining aspects of the previous mining operation.

Closure provisions are measured at the present value of the expected future cash flows that will be required to perform the decommissioning and rehabilitation. The provision is based on the best estimate of future costs, current legal and practical requirements and technology. Provisions are reviewed periodically for changes in the estimates of the amount or timing of future cash flows and changes in the discount rate and are accounted for on a prospective basis.

(s) Revenue and Other Income Recognition

Gold Sales and Sale of Office Equipment

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been transferred to the customer and collectibility of the related receivables is reasonably assured.

Interest Income

Interest income is recognised on a time proportion basis using the effective interest method.

NOTES TO THE



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31 MARCH 2013


(s) Revenue and Other Income Recognition (Continued)

Construction Revenue

When the outcome of the construction contract can be estimated reliably, contract revenue and costs are recognised in profit or loss in proportion to the stage of completion of the contract.

When the outcome of the construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract revenue includes the initial amount agreed in the contract plus any variations in contract work and claims, to the extent that it is probable that those additions will result in revenue and can be measured reliably. The stage of completion of the contract is measured by reference to the surveys of work performed.

(t) Construction Contracts

When the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are recognised as revenue and expenses respectively by reference to the stage of completion of the contract activity at the balance sheet date (“percentage-of-completion method”). When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Contract revenue comprises the initial amount of revenue agreed in the contract and variations in the contract work and claims that can be measured reliably. A variation or a claim is recognised as contract revenue when it is probable that the customer will approve the variation or negotiations have reached an advanced stage such that it is probable that the customer will accept the claim.

The stage of completion is measured by reference to the proportion of contract costs incurred to date to the estimated total costs for the contract. Costs incurred during the financial year in connection with future activities on a contract are excluded from the costs incurred to date when determining the stage of completion of a contract. Such costs are shown as construction contract work-in-progress on the balance sheet unless it is not probable that such contract costs are recoverable from the customers, in which case, such costs are recognised as an expense immediately.


91


(t) Construction Contracts (Continued)

At the balance sheet date, the cumulative costs incurred plus recognised profits (less recognised losses) on each contract is compared against the progress billings. Where the cumulative costs incurred plus the recognised profits (less recognised losses) exceed progress billings, the balance is presented as due from customers on construction contracts within “trade and other receivables”. Where progress billings exceed the cumulative costs incurred plus recognised profits (less recognised losses), the balance is presented as due to customers on construction contracts within “trade and other payables”.

Progress billings which are not paid by customers and retentions are classified as ‘trade and other receivables’, whereas advances received are classified as ‘trade and other payables’.

(u) Employee Benefits

Defined contribution plans

Defined contribution plans are post-employment benefits plans under which the Group pays fixed contributions into separate entities. The Group participates in the national schemes as defined by the laws of the countries in which it operates. The Group’s contributions are recognised as an expense in profit or loss as and when they are incurred. The Group has no further payment obligations once the contributions have been paid.

Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.

Employee leave entitlement

Employee entitlements to annual leave or long service leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave or long service leave as a result of services rendered by employees up to the balance sheet date.

NOTES TO THE



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31 MARCH 2013


(v) Borrowing Costs

Borrowing costs incurred to finance the acquisition of property, plant and equipment are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs are recognised on a time-proportion basis in profit or loss using the effective interest method. The amount of borrowing cost capitalised on that asset is the actual borrowing costs incurred during the period less any investment income on the temporary investment of those borrowings.

(w) Dividends

Dividends to the Company’s shareholders are recognised when the dividends are approved for payment.

(x) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the management who are responsible for allocating resources and assessing performance of the operating segments.

(y) Statutory Reserves

Subsidiaries which are incorporated in the People’s Republic of China (“PRC”) appropriate 10% of the profit for each financial year, arrived at in accordance with PRC regulations, to statutory reserves. The profit arrived at must first be used to set off against any accumulated losses. The appropriation to statutory reserves after offsetting against any accumulated losses must be made before the distribution of dividends to shareholders. The appropriation is required until the statutory reserves reaches 50% of the registered share capital. The statutory reserves are not distributable in the form of cash dividends.

(z) Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against the share capital account.


93


(aa) Currency Translation

Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The financial statements are presented in Singapore Dollars, which is the functional currency of the Company.

Transactions and balances

Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency translation differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognised in profit or loss. However, in the consolidated financial statements, currency translation differences arising from borrowings in foreign currencies and other currency instruments designated and qualifying as net investment hedges and net investment in foreign operations, are recognised in other comprehensive income and accumulated in the currency translation reserve.

When a foreign operation is disposed of or any loan forming part of the net investment of the foreign operation is repaid, a proportionate share of the accumulated currency translation differences is reclassified to profit or loss, as part of the gain or loss on disposal.

Foreign exchange gains and losses that relate to borrowings are presented in the income statement within “finance cost”. All other foreign exchange gains and losses impacting profit or loss are presented in the income statement within “other expenses – net”.

Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined.

NOTES TO THE



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31 MARCH 2013


(aa) Currency Translation (Continued)

Translation of Group entities’ financial statements

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

– Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet;

– Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case, income and expenses are translated at the dates of the transactions); and

– All resulting exchange differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal of the entity giving rise to such reserve.

Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities of the foreign operations and translated at the closing rates at the reporting date.

(ab) Non-current assets (or disposal groups) held-for-sale and discontinued operations

Non-current assets (or disposal groups) are classified as assets held-for-sale and carried at the lower of carrying amount and fair value less costs to sell if their carrying amount is recovered principally through a sale transaction rather than through continuing use. The assets are not depreciated or amortised while they are classified as held-for-sale. Any impairment loss on initial classification and subsequent measurement is recognised as an expense. Any subsequent increase in fair value less costs to sell (not exceeding the accumulated impairment loss that has been previously recognised) is recognised in profit or loss.

A discontinued operation is a component of an entity that either has been disposed of, or that is classified as held-for-sale and:

(i) represents a separate major line of business or geographical area of operations; or

(ii) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or

(iii) is a subsidiary acquired exclusively with a view to resale.


95

3 Critical Accounting Estimates, Assumptions and Judgements

Estimates, assumptions and judgements concerning the future are made in the preparation of the financial statements. They affect the application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an ongoing basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable under the circumstances.

(a) Key Sources of Estimation Uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Estimated useful life and residual value of property, plant and equipment

Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of the property, plant and equipment, therefore future depreciation charges could be revised. Management estimates the useful lives of the individual items of property, plant and equipment to be within 3 to 34 years. The carrying amount of the Group’s property, plant and equipment as at 31 March 2013, excluding construction in progress, was S$54,552,000 (2012: S$4,263,000).

If the depreciation on property, plant and equipment differs by 10% from management’s estimates, the Group’s (loss)/profit after tax for the year will vary by S$603,000 (2012: S$91,000).

Impairment of goodwill arising from acquisition of subsidiaries

Goodwill arising from the acquisition of a subsidiary is tested for impairment annually and whenever there is an indication that the goodwill may be impaired. The recoverable amount of the individual cash-generating units (“CGU”) has been determined based on value-in-use calculations. The calculations require the use of estimates and assumptions (Note 25). Changes to these estimates and assumptions could result in a change in the carrying value of the goodwill.

During the last financial year, an impairment loss of S$6,063,000 and S$10,000,000 were recognised for Mornington Offshore Inc. and Industrial Power Technology Pte Ltd respectively. No impairment loss was recognised in the current financial year. The carrying amount of the Group’s goodwill as at 31 March 2013 was S$17,660,000 (2012: S$10,178,000) (Note 25).

A 5% increase or decrease in the estimated growth rate and discount rate used would not result in a recoverable amount lower than the carrying amount of goodwill.

NOTES TO THE



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31 MARCH 2013

3 Critical Accounting Estimates, Assumptions and Judgements (Continued)

(a) Key Sources of Estimation Uncertainty (Continued)

Impairment of amount due from subsidiaries

The Company assesses at each balance sheet date whether there is any objective evidence that the amount due from subsidiaries is impaired. To determine whether there is objective evidence of impairment, the Company considers factors such as industry performance, technology changes and operational and financing cash flows. Management will also consider the financial conditions and business prospects of the subsidiaries.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on the forecasted performance of the subsidiary. The carrying amounts of the amount due from subsidiaries at the balance sheet date are disclosed in Note 16 to the financial statements.

Ore Reserves, Mineral Resource and Exploration Target

The Group estimates Ore Reserves, Mineral Resources and Exploration Targets based on information compiled by Competent Persons. Ore Reserves and Mineral Resources are categorised based on the level of geological confidence and the economic viability of extraction. Resources are an identified mineral occurrence with reasonable prospects for eventual economic extraction and Reserves are the economically mineable part of a resource where appropriate assessments demonstrate that economic extraction can be reasonably justified. An Exploration Target is a hypothetical view of a mineralised reef which is not necessarily economic. It is not a Mineral Resource or Ore Reserve. There is no guarantee that tonnages will be either realised or economic. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, production costs, metal prices, mining control, dilution or other relevant issues. Mineral Resources and Exploration Targets, if applicable, determined in this way are taken into account in the calculation of depreciation, amortisation, impairment, mining properties and rehabilitation expenditure.

The determination of Ore Reserves, Mineral Resources, Exploration Targets and mine life affects the Group’s financial results and financial position including asset carrying values impacted by estimated future cash flows, depreciation and amortisation charges, impairment and rehabilitation provision.


97


(a) Key Sources of Estimation Uncertainty (Continued)

Production start date

The Group assesses the stage of the mine under construction to determine when the mine moves into production stage. The criteria used to assess the start date are determined based on the unique nature of the construction project, such as the complexity of the plant and its location. The Group considers various relevant criteria to assess when the mine and the processing plant is substantially complete, ready for its intended use. At this time, any costs capitalised to “exploration and evaluation expenditure” are reclassified to “mining properties” and “property, plant and equipment”. Some of the criteria will include, but are not limited, to the following:

– Availability of the plant– Completion of a reasonable period of testing of the mine plant and equipment– Ability to produce metal in saleable form (within specifications)– Ability to sustain ongoing production of metal at commercial rates of production

When a mine construction project moves into the production state, the capitalisation of certain mine construction costs ceases and costs are either regarded as inventory or expenses, except for costs that qualify for capitalisation relating to mine asset additions or improvements, mine development or mineable reserve development. It is also at that point that depreciation/amortisation commences.

Mining Tenements in Bolivia

The Group acquired mining tenements in Bolivia through the acquisition of Minera Nueva Vista (“MNV”) which has the relevant government mining permits and legal title to the Amayapampa area. Prior to the commencement of any mining activities, MNV is required to obtain acceptance from affected local communities in the Amayapampa area. Achieving this acceptance requires a consultation process that is coordinated with the Bolivian government and given the number of parties that have an interest in the process MNV is not able to determine when the consultation process will be completed. Management has already commenced the process which follows on from engagement that was conducted by the previous owners of the mine and after considering progress made to date is confident that a successful outcome will be achieved.

Should the consultation process not achieve the acceptance from all the affected local communities MNV’s ability to perform mining operations could be restricted. The Group has total assets of $22,751,000, excluding monetary assets, in relation to the Amayapampa mine and the recoverability of these assets could be impaired.

NOTES TO THE



98

31 MARCH 2013


(b) Critical Judgements made in Applying Accounting Policies

In the process of applying the Group’s accounting policies, management has made certain judgements, apart from those involving estimations, which have a significant effect on the amounts recognised in the financial statements.

Exploration and Evaluation Expenditure

The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related lease itself or, if not, whether it successfully recovers the related exploration and evaluation asset through sale.

Factors which could impact the future recoverability include the level of proved, probable and inferred mineral resources, future technological changes which could impact the cost of mining, future legal changes (including changes to environmental restoration obligations) and changes to commodity prices.

In addition, exploration and evaluation expenditure is capitalised if activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that it is determined in the future that this capitalised expenditure should be written off, this will reduce profits and net assets in the period in which this determination is made.

During the year, internal performance measures were identified as indications that the related assets at the Ballarat mine may be impaired. As such these assets have been tested for impairment. The Group has determined the Ballarat mine project to be a single cash generating unit (CGU). Value in use of the Ballarat mine project was determined by discounting the future cash flows generated from the continuing operation of the asset and was based on the following key assumptions:

• Cash flows were projected based on rolling two year life of mine

• Revenue was projected at an average Australian gold price of A$1,500

• Gold production levels were based on the forecast and budget incorporating the Inferred Resource and certain identified Exploration Targets

• Operating costs were projected based on the forecast and budget

• A pre-tax nominal discount rate of 8%

Given the nature of the group’s mining activities and inherent uncertainties of estimated Mineral Resources and Exploration Targets, future changes in assumptions upon which these estimates are based may give rise to a material adjustment to the carrying value of the CGU. This could lead to the recognition of impairment losses in the future.


99


(b) Critical Judgements made in Applying Accounting Policies (Continued)

Sensitivities to gold price, production levels and operating costs were completed to provide possible variations that may occur in the amount or timing of the future cash flows. A 10% reduction in actual gold production from the forecast would result in a decrease in recoverable amount by approximately A$14.0 million (S$17.9 million). This change would not result in an impairment of assets assuming all other assumptions remain the same.

The inter-relationship of other key assumptions upon which estimated future cash flows are based is such that it is impracticable to disclose the extent of the possible effects of a change in one of the other key assumptions in isolation. Management have assessed that reasonably possible changes in these other assumptions taken in isolation are not expected to result in an impairment of the CGU.

During the previous financial year, an impairment loss of S$3,249,000 for the exploration and evaluation expenditure incurred in Mali was made as the Group does not expect meaningful progress in its mining activities in Mali and the costs are not expected to be recouped (Note 6). There was no impairment in relation to exploration and evaluation expenditure for the current financial year. The carrying amount of the Company’s exploration and evaluation expenditure as at 31 March 2013 was S$141,243,000 (2012: Nil) (Note 22).

Rehabilitation and Preservation Provision

Provision is made for environmental rehabilitation and preservation costs when the related environmental disturbance occurs, based on the net present value of estimated future costs. The ultimate cost of environmental disturbance is uncertain and management uses its judgment and experience to provide for these costs over the life of the operations. Cost estimates can vary in response to many factors including changes to the relevant legal or local/national government ownership requirements, the Group’s environmental policies, the emergence of new restoration techniques, the timing of the expenditures and the effects of inflation. Experience gained at other mine or production sites is also a significant consideration.

Cost estimates are updated throughout the life of the operation. The expected timing of expenditure included in cost estimates can also change, for example in response to changes in ore reserves, production rates, operating licence or economic conditions. Expenditure may occur before and after closure and can continue for an extended period of time depending on the specific site requirements. Some expenditure can continue into perpetuity.

NOTES TO THE



100

31 MARCH 2013



Cash flows must be discounted if this has a material effect. The selection of appropriate sources on which to base calculation of the risk free discount rate used for this purpose also requires judgment.

As a result of all of the above factors there could be significant adjustments to the provision for close down, restoration and clean-up costs which would affect future financial results.

Impairment of available-for-sale financial assets

Management assesses impairment of the available-for-sale financial assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and value in use) of the asset is estimated to determine the impairment loss.

During the previous financial year, an impairment loss of S$1,841,000 was incurred for available-for-sale financial assets as the full value was deemed to be not recoverable (Note 6). There was no such impairment during the current financial year. The carrying amount of the Group’s available-for-sale financial assets as at 31 March 2013 was S$20,566,000 (2012: S$15,763,000) (Note 14).

Impairment of assets held for sale

Management assesses impairment of the assets held for sale whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and value in use) of the asset is estimated to determine the impairment loss.

During the financial year, no impairment of assets held for sale was made (2012: Nil). The carrying amount of the Group’s assets held for sale as at 31 March 2013 was S$1,346,000 (2012: S$5,847,000) (Note 19).

Impairment of trade and other receivables

The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.


101



Impairment of trade and other receivables (Continued)

During the financial year, the Group impaired other receivables of S$440,000 (2012: S$3,914,000) (Note 6). No impairment loss was recognised for trade receivables as at 31 March 2013. The carrying amount of the Group’s trade and other receivables (including sundry deposits) was S$17,642,000 (2012: S$33,630,000).

Impairment of investments in subsidiaries and associates

Management assesses impairment of the above-mentioned assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and value in use) of the asset is estimated to determine the impairment loss.

During the financial year, no allowance for impairment of investments in subsidiaries or associates was made (2012: Nil). The carrying amount of the Company’s investments in subsidiaries as at 31 March 2013 was S$177,917,000 (2012: S$12,692,000) (Note 16).

Income taxes

The Group has exposure to income taxes in numerous jurisdictions. Significant judgement is involved in determining the group-wide income tax liabilities. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax liabilities in the period in which such determination is made. The carrying amount of the Group’s income tax liabilities at 31 March 2013 was S$18,000 (2012: S$18,000).

Provision of amount owing to non-controlling interest

The minority shareholder in Owere Mines Limited has asserted that the intercompany balance of A$49,681,000 (S$64,242,000) between Signature Metals Limited and Owere Mines Limited should be owed and payable to Signature Metals Limited and the minority shareholder in the proportion of 80:20 respectively. Although the complexities in the shareholder agreement are still in negotiation and no agreement has been finalised, the Directors of Signature Metals Limited believe that it is appropriate to provide for the 80:20 minority shareholder proportion at this time. As a result of this a provision for A$9,936,000 (S$12,848,000) has been recognised in the financial statements as a non-current liability. Once an agreement has been finalised, any subsequent accounting impact of the arrangements will be adjusted for in that financial period.

NOTES TO THE



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31 MARCH 2013

4 Revenue

Group(Restated)

2013 2012S$’000 S$’000

Sale of office equipment 86,742 92,628Sale of gold 33,479 –

120,221 92,628

5 Other Income

Group(Restated)

2013 2012S$’000 S$’000

From Continuing Operations: Fair value gain on financial assets at fair value through profit or loss 16,780 2 Gain from sales of spare parts 149 451 Gain on disposal of available-for-sale financial assets 237 – Gain on disposal of property, plant and equipment 8 – Gain on disposal of a subsidiary 405 – Gain on disposal of an associated company 2,753 – Gain recognised on remeasurement of previously-held equity interest in a subsidiary prior to date of business acquisition 3,949 – Government subsidy – 62 Investment income 2 2 Interest income 674 41 Bargain purchase outcome on acquisition 6,038 – Penalty from suppliers 157 42 Profit warranty from contingent consideration (Note 15) – 10,000 Rental income 34 – Others 90 31

31,276 10,631


103

6 Other Expenses

Group(Restated)

2013 2012S$’000 S$’000

From Continuing Operations: Amortisation of discount on deferred consideration 199 – Amortisation of intangible assets 49 51 Allowance for impairment loss of available-for-sale financial asset (Note 14) – 1,841 Allowance for impairment loss of exploration and evaluation expenditure (Note 22) 177 3,249 Allowance for impairment loss of goodwill (Note 25) – 16,063 Allowance for impairment loss of other receivable (Note 14) 440 3,914 Capitalised expenditure written off (Note 22) – 1,973 (Gain)/loss on foreign exchange (net) (1,614) 647 Loss on derivative financial instruments 953 – Other expenses 1,004 4,137 Plant and equipment written off 151 29 Provision of amount payable to non-controlling interests 12,734 – Receivables written off 495 – Research and development expenses 15 2 Software expenses 31 8

14,634 31,914

7 Finance Costs

Group(Restated)

2013 2012S$’000 S$’000

From Continuing Operations: Interest on loans 3,756 2,954 Interest on finance lease liabilities 83 3 Interest on convertible bonds 3,490 – Amortisation of discount on provision for rehabilitation and preservation 140 –

7,469 2,957

NOTES TO THE



104

31 MARCH 2013

8 Loss before Income Tax from Continuing Operations

Group(Restated)

2013 2012S$’000 S$’000

Loss before income tax is arrived at after charging:Cost of sales – cost of inventories sold 106,308 82,706 – depreciation of property, plant and equipment 5,733 561 – amortisation of mining properties 4,538 –

116,579 83,267Operating lease rental on offices and staff quarters included in: – cost of sales 523 501 – administrative expenses 835 529

1,358 1,030Transportation cost included in selling and distribution expenses 808 999Included in administrative expenses: Employee benefits costs (Note 9) 9,635 4,989 Care and maintenance expenses 1,415 – Depreciation of property, plant and equipment 293 209 Royalty fees 53 – Travelling expenses 1,202 722 Legal and professional fees 5,692 3,092 Legal claims – 2,233 Audit fees: – Auditors of the Company 395 310 – Other auditors* 86 88 Non-audit fees: – Auditors of the Company 26 8 – Other auditors* 73 –

* Includes member firms of PricewaterhouseCoopers LLP.

9 Employee Benefits Costs (including Directors’ Remuneration)

Group2013 2012

S$’000 S$’000Salaries and related costs 17,497 13,861Employer’s contributions to defined contribution plans 1,014 388

18,511 14,249

Employee benefits costs amounting to S$8,606,000 (2012: S$9,054,000), S$9,635,000 (2012: S$4,989,000) and S$270,000 (2012: S$206,000) are included in cost of sales, administrative expenses and selling and distribution expenses, respectively.


105

10 Income Tax

Group2013 2012

S$’000 S$’000Current income tax – continuing operations:– Current year 119 120– (Over)/Under provision in prior years (124) 3

Deferred income tax (328) –(333) 123

A reconciliation of income tax calculated at the applicable corporate tax rate with income tax expense/(credit) is as follows:

Group(Restated)

2013 2012S$’000 S$’000

(Loss)/Profit before income tax– Continuing operations (11,506) (30,301)– Discontinued operations (16) (992)

(11,522) (31,293)Add back: Share of loss of an associated company – 102

(11,522) (31,191)Income tax benefits calculated at applicable tax rates (4,412) (6,558)Tax effect of income not subject to income tax (5,826) (2,170)Tax effect of expenses not deductible for income tax 7,605 8,203Utilisation of previously unrecognised tax losses (303) –Deferred tax assets not recognised 2,727 645(Over)/Under provision in prior years (124) 3

(333) 123

NOTES TO THE



106

31 MARCH 2013

11 Loss per Share

Continuing Operations

Basic loss per share is calculated by dividing the net loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year.

Group(Restated)

2013 2012

Net loss from continuing operations, net of tax (S$’000) (8,095) (27,082)Net loss from discontinued operations, net of tax (S$’000) (21) (748)

Total net loss attributable to equity holders of the Company (S$’000) (8,116) (27,830)

Weighted average number of ordinary shares in issue (’000) 858,199 729,415

Basic and diluted loss per ordinary share (S$ cent) Continuing operations (0.94) (3.71)

Discontinued operations * (0.10)

* Amounts are less than S$0.01

There was no difference between the basic and diluted earnings per share as the effect of all potentially dilutive shares outstanding was anti-dilutive for the financial year ended 31 March 2013. There was no difference between the basic and diluted earnings per share as there were no potential dilutive shares for the financial year ended 31 March 2012.

12 Cash and Cash Equivalents

Group Company2013 2012 2013 2012

S$’000 S$’000 S$’000 S$’000

Cash at bank and on hand 37,944 15,816 3,446 55

Fixed deposits 9,029 – 9,001 –

46,973 15,816 12,447 55

Average rates of interest at the balance sheet date: – Cash at bank 0% –

0.35% p.a.0% –

0.05% p.a.– –

– Fixed deposits 0.08% – 4.65% p.a. – 0.08% p.a. –

Fixed deposits had a maturity of one to three months (2012: average one month).


107

13 Financial Assets at Fair Value through Profit or Loss

Group Company2013 2012 2013 2012

S$’000 S$’000 S$’000 S$’000Quoted investments 48,396 31 47,584 –Unit trusts 49 48 – –

48,445 79 47,584 –

Movements in financial assets, at fair value through profit or loss are as follows:

Group Company2013 2012 2013 2012

S$’000 S$’000 S$’000 S$’000Balance at the beginning of the financial year 79 75 – –Additions 31,586 2 45,984 –Fair value gain – net (Note 5) 16,780 2 1,600 –Balance at the end of the financial year 48,445 79 47,584 –

14 Available-for-Sale Financial Assets/Other Receivables

Group2013 2012

S$’000 S$’000(i) Unquoted investments – Current

Balance at the beginning of the financial year 15,763 – Reclassified from non-current available-for-sale financial assets (Note 14a) – 15,725 Addition (Note 14a) 2,500 38 Disposal (Note 14a) (15,763) – Balance at the end of the financial year 2,500 15,763

Unquoted investments – Non-currentCost Balance at the beginning of the financial year 1,841 15,725 Reclassified to current available-for-sale financial assets (Note 14a) – (15,725) Additions (Note 14b) – 1,841 Disposal – – Balance at the end of the financial year 1,841 1,841Accumulated impairment Balance at the beginning of the financial year 1,841 – Allowance for impairment loss (Note 6) – 1,841 Balance at the end of the financial year 1,841 1,841Net book value – –

NOTES TO THE



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31 MARCH 2013

14 Available-for-Sale Financial Assets/Other Receivables (Continued)

Group and Company2013 2012

S$’000 S$’000

Quoted investments – Non-current Balance at the beginning of the financial year – – Additions (Note 14c) 24,264 – Fair value loss (6,248) – Currency re-alignment 50 –

Balance at the end of the financial year 18,066 –

a) The unquoted investment (current) as at 31 March 2012 relates to the Group’s investment in Think Greenergy Ltd (“TGE”) which was reclassified from non-current available-for-sale financial assets during the last financial year. TGE was subsequently disposed in the current financial year.

The remaining unquoted investment (current) amounting to S$2,500,000 relates to the Group’s investment in 15% shareholding interest in Industrial Power Technology Pte. Ltd..

b) Included in available-for-sale financial assets (non-current) in the previous financial year, were the Group’s investment in African Stellar (West Africa) Limited (“ASWA”). The Group paid US$1,500,000 (equivalent to S$1,841,000) for 4,132,000 ordinary shares (“escrowed shares”) representing 41% of the total issued and paid up capital of ASWA in accordance with the Heads of Agreement (“HOA”) signed with African Stellar Holdings Ltd (“Vendor”).

The Group has provided funding of US$350,000 (S$440,000) and US$3,113,000 (S$3,914,000) to ASWA in the current and last financial years respectively. These advances were considered to be related party transactions (Note 35) as Mr Errol John Smart, the former Group’s Chief Operating Officer, was a director of ASWA.

As at 31 March 2013, the Group has impaired a total of S$6,195,000 against its available-for-sale financial asset of S$1,841,000 and long term other receivable of S$4,354,000 as these are deemed to be not recoverable. In addition, the Group has also served a notice on 29 May 2012 to the Vendor that the Group shall cease to be the exclusive funder of the business carried on by ASWA.

c) The quoted investments (non-current) as at 31 March 2013 relate to the Group’s investment in Citigold Corporation Limited and Acadian Mining Corporation.


109

14 Available-For-Sale Financial Assets/Other Receivables (Continued)

The movement in the allowance for impairment loss of other receivables (non-current) financial assets is as follows:

Group2013 2012

S$’000 S$’000

(ii) Other receivables – Non-currentCost Balance at the beginning of the financial year 3,914 – Advances to ASWA (Note 14b) 440 3,914 VAT recoverable 4,327 –

Balance at the end of the financial year 8,681 3,914

Accumulated impairment Balance at the beginning of the financial year 3,914 – Allowance for impairment loss (Note 6) 440 3,914

Balance at the end of the financial year 4,354 3,914

Net book value 4,327 –

The Group’s investment in ASWA is accounted for as an available-for-sale financial asset as the Group does not exercise control nor influence over ASWA’s operations.

15 Trade and Other Receivables

Group Company2013 2012 2013 2012

S$’000 S$’000 S$’000 S$’000

Trade receivables 12,615 17,019 3 –Less: Allowance for impairment loss – (349) – –

Trade receivables, net 12,615 16,670 3 –

VAT recoverable 3,797 4,431 – –Sundry debtors 743 11,569 94 137

17,155 32,670 97 137


110

NOTES TO THE


15 Trade and Other Receivables (Continued)

Acquisition of Industrial Power Technology Pte. Ltd. (“IPT”)

In the Company’s acquisition of IPT in prior years, an additional consideration of S$7,500,000 was to be payable by way of a cash sum of S$5,250,000, and the issuance and allotment of 17,307,692 new ordinary shares of the Company at an issue price of S$0.13 per ordinary share to acquire the balance of the 25% equity interest of IPT if the acquired operations achieved a cumulative audited net profit before tax (“NPBT”) of S$10,000,000 (“Target Profit Guarantee”) within the profit warranty period, 1 April 2008 to 31 March 2012 (“Profit Warranty Period”).

In the event that the Target Profit Guarantee was not satisfied, the original sellers of IPT were liable to pay the Company the shortfall between the Target Profit Guarantee and the aggregate cumulative audited net profit before tax (“NPBT”) for the Profit Warranty Period (“Profit Warranty”).

The Board reviewed the Company’s investment in IPT and arrived at the view that the Target Profit Guarantee at the expiration of the Profit Warranty Period was not met. As such, the Company called upon the Profit Warranty. As at 31 March 2012, the profit warranty from the contingent consideration of S$10,000,000 was recognised as other operating income (Note 5).

Included in sundry debtors as at 31 March 2012, was the profit warranty amount of S$10,000,000.

The movement in the allowance for impairment loss of trade receivables is as follows:

Group2013 2012

S$’000 S$’000

At the beginning of the financial year 349 350Reversal of impairment loss upon written off of debts (349)Currency re-alignment – (1)

At the end of the financial year – 349


111

16 Investments in Subsidiaries and Amounts due from/(to) Subsidiaries

Company2013 2012

S$’000 S$’000

Unquoted shares, at cost 177,917 12,692

Due from subsidiaries 87,072 72,698Less: Allowance for impairment loss (29,236) (18,604)

Due from subsidiaries, net 57,836 54,094

Due to subsidiaries (26,575) (439)

The amounts due from/(to) subsidiaries are non-trade, unsecured, interest-free and repayable in cash on demand. No part of the amount of S$57,836,000 (2012: S$54,094,000) due from subsidiaries is either past due nor impaired.

The movement in the allowance for impairment loss of the amount due from subsidiaries is as follows:

Company2013 2012

S$’000 S$’000

At the beginning of the financial year 18,604 –Allowance for impairment loss 10,901 18,604Currency re-alignment (269) –

At the end of the financial year 29,236 18,604

The Company has impaired S$29,236,000 (2012: S$18,604,000) of the amount due from subsidiaries as management considered the relevant amounts to be not recoverable.

The Company has undertaken to continue the financial support and assistance to one of its subsidiaries and its controlled entities, as it is necessary for this subsidiary and its controlled entities in meeting their liabilities as and when they fall due, but only to the extent that money is not otherwise available to the Group to meet such liabilities.


112

NOTES TO THE


16 Investment in Subsidiaries and Amounts due from/(to) Subsidiaries (Continued)

Details of the subsidiaries are as follows:

Name of company andcountry of incorporation/operation Principal activities

Percentageof equity

held directly

Percentageof equity

held indirectly

2013 2012 2013 2012% % % %

Held by the CompanyThink Power Pte. Ltd. (a)

SingaporeInvestment holding 100 100 – –

LionGold Investments Pte. Ltd. (a)

(f.k.a Think Investments Pte. Ltd.)Singapore

Investment holding 100 100 – –

Ivy Bushes Holdings Ltd. (b)

British Virgin IslandsInvestment holding 100 100 – –

Good Prezzie Trading Ltd. (b)

British Virgin IslandsInvestment holding 100 100 – –

The Think EnvironmentalCo. Sdn. Bhd.Malaysia

Engineering, procurement and construction projects

– 100 – –

LionGold Corp (Singapore) Pte. Ltd. (a)

(f.k.a Think GreenergyInternational Pte. Ltd.)Singapore

Investment holding 100 100 – –

Signature Metals Limited (b) (e)

AustraliaInvestment holding 76.22 – – –

Castlemaine Goldfields Limited (b) (e)

AustraliaGold mining 100 – – –

Brimstone Resources Limited (b) (e)

AustraliaGold exploration 100 – – –

Vista Gold (Antigua) Corp (d) (e)

AntiguaInvestment holding 100 – – –


113



Percentageof equity

held directly

Percentageof equity

held indirectly2013 2012 2013 2012

% % % %Held by subsidiariesShenzhen Vigorhood Electronics Co. Ltd. (b)

PRC

Manufacturing of office equipment

– – 100 100

Shenzhen Feibao TechnologiesCo. Ltd. (b)

PRC


– – 100 100

Vigorhood Electronics Technology (Shenzhen) Co. Ltd. (b)

PRC


– – 100 100

Vigorhood Macao Commercial Offshore Company Ltd. (b)

Macao

Trading – – 100 100

Keen Power Technology Ltd. (b) British Virgin Islands

Trading – – 100 100

Vigorhood Pacific Ltd. (b)

Hong KongTrading – – 100 100

Industrial Power Technology Pte. Ltd.Singapore (c) (f)


– – 15 75

Mornington Offshore Inc (d)

British Virgin IslandsInvestment holding – – 70 70

Emas Mali S.A. (d)

MaliGold exploration – – 70 70

Emas Keikoro S.A. (d)

MaliGold exploration – – 56 56

Owere Mines Ltd (b) (e)

GhanaGold exploration – – 53.35 –

Uganda Minerals Pty Ltd (b) (e)

AustraliaGold exploration – – 76.22 –

Kenya Exploration Pty Ltd (b) (e) Australia

Gold exploration – – 76.22 –

Embuyaga Exploration Ltd (b) (e) Uganda



114

NOTES TO THE




Percentageof equity

held directly

Percentageof equity

held indirectly

2013 2012 2013 2012% % % %

Held by subsidiaries Balmaine Gold Pty Ltd (b) (e)

AustraliaGold exploration – – 100 –

Ironbark Mining Pty Ltd (b) (e)

AustraliaGold exploration – – 100 –

Compania Inversora Vista SA (b) (e)

BoliviaInvestment holding – – 96.66 –

Minera Nueva Vista SA (b) (e)

BoliviaGold exploration – – 93.43 –

Compania ExploradoraVistex SA (b) (e)

Bolivia


(a) Audited by PricewaterhouseCoopers LLP, Singapore

(b) Audited by member firms of PricewaterhouseCoopers Global in respective countries

(c) Audited by Moore Stephens LLP

(d) Not required to be audited under the laws of the country of incorporation

(e) Acquired during the financial year

(f) Reclassified as an available for sale security in the current financial year (Note 14)

For the last financial year, the Company and all its subsidiaries were audited by Moore Stephens LLP, Singapore, for consolidation purposes except for The Think Environmental Co. Sdn Bhd which was audited by Moore Stephens, Malaysia, a member firm of Moore Stephens International Limited and Emas Mali S.A and Emas Keikoro S.A which were audited by Cabinet AEC International Afrique, Africa.


115

17 Other Current Assets

Group Company2013 2012 2013 2012

S$’000 S$’000 S$’000 S$’000

Sundry deposits 487 960 – –Prepayments 1,482 374 44 9

1,969 1,334 44 9

18 Inventories

Group2013 2012

S$’000 S$’000

Lower of cost and net realisable valueRaw materials 6,056 2,738Work-in-progress 775 1,004Finished goods 243 1,803Gold in circuit and in safe 2,540 –Stockpile of unprocessed dore 3,262 –

12,876 5,545

The cost of inventories recognized as an expense and included in “cost of sales” amounts to S$106,308,000 (2012: S$82,706,000).

19 Assets Held for Sale

Group2013 2012

S$’000 S$’000

Unquoted investmentsBalance at the beginning of the financial year 5,847 –Transferred from investments in associated company (Note 21) – 5,847Transferred from property, plant and equipment of a subsidiary 1,346 –Disposal (5,847) –

1,346 5,847

The assets held for sale relate to a single storey terrace factory located at 38 Kallang Place, Singapore owned by Think Power Pte. Ltd.


116

NOTES TO THE


20 Security Deposits

Group2013 2012

S$’000 S$’000Security deposits with banks 5,891 –

5,891 –

Security deposits are short term deposits to support bank guarantees in favour of various parties. The deposits of varying maturities are renewed throughout the life of the related rehabilitation bonds. The current deposits earn interest ranging from 2.95% to 5.05% per annum with the longest dated maturity of 28 June 2013. The term of future investment periods will take into account relative interest rates.

21 Investments in Associated Companies

Group2013 2012

S$’000 S$’000Unquoted ordinary shares, at cost 31 5,980Transferred to assets held for sale (Note 19) – (5,847)Disposal (31) –Share of losses of an associated company – (102)

– 31

Details of the associated companies are as follows:


Percentageof equity

held directly

Percentageof equity

held indirectly

2013 2012 2013 2012% % % %

Industrial Power Technology(Thailand) Co., Ltd*Thailand

Engineering,procurement andconstruction projects

– – – 13.5

Industrial Power (Thailand)Co., Ltd.*Thailand


– – – 36.8

The Group has disposed of all its shareholding interest in Industrial Power Technology (Thailand) Co., Ltd and Industrial Power (Thailand) Co., Ltd. amounting to S$31,000 and Nil respectively via its disposal of IPT during the financial year.


117

21 Investments in Associated Companies (Continued)

The summarised financial information of the associated companies as at and for the financial years ended 31 March 2013 and 31 March 2012 are as follows:

2013 2012S$’000 S$’000

Assets – 553Liabilities – (1,612)Revenue – –Net losses – (317)

* Audited by Briskal Co., Limited, Thailand.

22 Exploration and Evaluation Expenditure

Group2013 2012

S$’000 S$’000

Cost At the beginning of financial year 3,249 – Acquisition of subsidiaries 123,053 3,249 Expenditure capitalized during the financial year 20,389 – Currency re-alignment (2,022) –

At the end of financial year 144,669 3,249

Accumulated impairment At the beginning of financial year 3,249 – Allowance for impairment loss (Note 6) 177 3,249

At the end of financial year 3,426 3,249


The exploration and evaluation expenditure in the current year relates to the acquired subsidiaries as disclosed in Note A of the Consolidated Cash Flow Statement.

The exploration and evaluation expenditure in the previous financial year relate to the costs incurred to acquire several mining concession rights in the Republic of Mali during the year. The amount was fully impaired as at 31 March 2012 as the Group does not expect meaningful progress in its mining activities in Mali and the costs are not expected to be recouped. Capitalised operating expenditure of S$1,973,000 has also been written off.


118

NOTES TO THE


23 Mining Properties

Mining properties represent the acquisition costs and/or accumulation of exploration, evaluation and development expenditure in respect of area of interest in which mining has commenced. Total mining properties cost is estimated and amortised over the estimated units of production.

2013 2012S$’000 S$’000

Cost At the beginning of financial year – – Acquisition of subsidiaries 8,090 – Additions 5,842 – Currency re-alignment (10) –

At the end of financial year 13,922 –

Accumulated amortisation At the beginning of financial year – – Amortisation 4,538 – Currency re-alignment 47 –

At the end of financial year 4,585 –



119

24

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371

109

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Net

boo

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11,0

9541

538

,548

623

1,20

51,

388

1,27

85,

662

60,2

14


120

NOTES TO THE


24

Pro

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000

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2012

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2011

1,45

259

22,

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3,18

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436

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–19

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116

548

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0


121

24 Property, Plant and Equipment (Continued)

As at 31 March 2013, leasehold land and building with a net book value of approximately S$1,249,000 (2012: S$1,269,000) was pledged as security for banking facilities of a subsidiary as described in Note 28.

As at 31 March 2013, the net book value of plant and machinery and motor vehicles of the Group held under finance leases was S$2,649,000 (2012: Nil) and nil (2012: S$489,000) respectively.

Office andelectronicequipment

S$’000

Company2013Cost – At 1 April 2012 32 Disposals (10)

At 31 March 2013 22

Accumulated depreciation At 1 April 2012 12 Charge for the year 9 Disposals/write offs (8)

At 31 March 2013 13

Net book value At 31 March 2013 9

2012Cost At 1 April 2011 10 Additions 22

At 31 March 2012 32

Accumulated depreciation At 1 April 2011 4 Charge for the year 8

At 31 March 2012 12

Net book value At 31 March 2012 20


122

NOTES TO THE


25 Intangible Assets

Development Computercosts software Goodwill Total

S$’000 S$’000 S$’000 S$’0002013Cost At 1 April 2012 191 327 26,241 26,759 Additions – 49 17,660 17,709 Disposals – – (20,178) (20,178) Written off (189) (10) – (199) Currency re-alignment (2) (17) – (19) At 31 March 2013 – 349 23,723 24,072

Accumulated amortisation At 1 April 2012 191 255 – 446 Charge for the year – 51 – 51 Written off (189) (10) (199) Currency re-alignment (2) (35) – (37) At 31 March 2013 – 261 – 261

Impairment loss At 1 April 2012 – – 16,063 16,063 Disposals – – (10,000) (10,000) At 31 March 2013 – – 6,063 6,063

Net book value At 31 March 2013 – 88 17,660 17,748

2012Cost At 1 April 2011 185 222 20,178 20,585 Additions – 98 6,063 6,161 Currency re-alignment 6 7 – 13 At 31 March 2012 191 327 26,241 26,759

Accumulated amortisation At 1 April 2011 185 197 – 382 Charge for the year – 51 – 51 Currency re-alignment 6 7 – 13 At 31 March 2012 191 255 – 446

Impairment loss At 1 April 2011 – – – – Impairment loss made during the year – – 16,063 16,063 At 31 March 2012 – – 16,063 16,063

Net book value At 31 March 2012 – 72 10,178 10,250


123

25 Intangible Assets (Continued)

Goodwill

(a) Included in goodwill as at 31 March 2012 is an amount of S$20,178,000 (“IPT goodwill”) which relates to the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable assets and liabilities acquired in Industrial Power Technology Pte. Ltd. (“IPT”). The goodwill was attributable to the products and business prospects of the entities acquired.

The Group has impaired S$10,000,000 of IPT goodwill based on its recoverable amount in the previous year. The Group subsequently disposed of 60% of the 75% equity interest in IPT in the current year. As a result, IPT has ceased to be a subsidiary of the Group.

In the previous year, the Group acquired a 70% equity interest in Mornington Offshore Inc. (“MOI”) from Avalon Ventures Corporation (“Vendor”) for a total consideration of US$35.0 million. Part of the consideration amounting to US$5.0 million was satisfied by the allotment and issue of 9,481,857 new ordinary shares, credited as fully paid in the capital of the Company, at an issue price of S$0.6890 per new share, in favour of the Vendor. The contingent consideration of US$30.0 million is only payable upon certain milestones to be achieved. As at the end of the financial year, none of the milestones was achieved. Management believes that the fair value of the contingent consideration is nil as the operations in Mali are not expected to reach the performance requirements stipulated in the sale agreement.

The goodwill amounting to S$6,063,000 (“MOI goodwill”) arising on consolidation relates to the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable assets and liabilities acquired in MOI during the prior financial year. The goodwill was attributable to the products and business prospects of the entities acquired. The Group has assessed the recoverable amount of the MOI goodwill to be nil as at 31 March 2012 and had fully impaired the MOI goodwill of S$6,063,000 as at that date.

(b) During the financial year, the Group acquired the following:

i) a 76.22% equity interest in Signature Metals Ltd and its subsidiaries (the “SML Group”) on 3 April 2012 for a consideration of S$66,192,000 and the consideration was settled via an issuance of 61,862,111 new ordinary shares at an issue price of S$1.07 each.

The goodwill amounting to S$15,940,000 arising on consolidation relates to the recognition of deferred tax liabilities upon the acquisition of SML. The goodwill was attributable to the business prospects of the entities acquired. The SML Group’s mining interest is in the exploration and evaluation phase and goodwill impairment cannot be assessed based on value in use calculations. The SML Group has obtained experts reports that indicate a recoverable value that justifies the carrying value of goodwill.


124

NOTES TO THE


25 Intangible Assets (Continued)

Goodwill (Continued)

ii) a 100% equity interest in Castlemaine Goldfields Ltd and its subsidiaries (the “CGT Group”) on 31 August 2012 for a consideration of S$83,934,000, of which S$5,037,000 was settled in cash and the remaining S$74,948,000 was settled i) via an issuance of 60,434,726 new ordinary shares at an issue price of S$1.24 each and ii) a gain recognised on remeasurement of previously held equity interest in CGT Group prior to the date of business acquisition of S$3,949,000.

No goodwill was recognised for the acquisition of the CGT Group.

iii) a 100% equity interest in Brimstone Resources Ltd (“BRL”) on 4 September 2012 for a consideration of S$5,831,000 and the consideration was settled via an issuance of 4,683,326 new ordinary shares at an issue price of S$1.245 each.

The goodwill amounting to S$1,720,000 arising on consolidation relates to the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable assets and liabilities acquired in BRL during the current financial year. The goodwill was attributable to the business prospects of the entities acquired. The BRL mining interest is in the exploration and evaluation phase and goodwill impairment cannot be assessed based on value in use calculations. The BRL has obtained expert reports that indicate a recoverable value that justifies the carrying value of goodwill.

iv) 100% equity interest in Vista Gold Corp and its subsidiaries (the “VGA Group”) on 11 December 2012 for a consideration of S$9,309,000, of which S$2,406,000 was settled in cash and the remaining S$6,903,000 consideration is to be settled via an issuance of 6,481,757 new ordinary shares at an issue price of S$$1.065 each.

The negative goodwill amounting to S$6,038,000 arising on consolidation relates to the excess of the provisional fair value of the Group’s share of the identifiable assets and liabilities acquired in VGA Group during the current financial year over the cost of acquisition.


125

26 Trade and Other Payables

Group Company2013 2012 2013 2012

S$’000 S$’000 S$’000 S$’000Trade payables 21,548 17,647 372 –Other payables and accruals 15,471 5,994 2,640 2,450Due to customer on construction contract – 2,150 – –Advances from customers and deposits 545 2,884 – –Provision for legal claim – 1,733 – 1,733

37,564 30,408 3,012 4,183

Included in advances from customers and deposits in the previous financial year were the deposits received from the proposed disposal of Think Environmental Ltd and Think Greenergy Ltd amounting to S$2,460,000.

Amount due to customer on construction contract relates to a construction project under Industrial Power Technology Pte Ltd which was disposed during the current financial year. The results of the discontinued operations can be found in Note 40.

Group2013 2012

S$’000 S$’000

Construction work-in-progressBalance at the beginning of the financial year 2,374 –Contract costs incurred 18,372 6,808Contract expenses recognised in the income statement during the financial year (18,841) (4,434)

Balance at the end of the financial year 1,905 2,374Aggregate contract costs recognised 23,275 4,434Add: Attributable profits 4,033 848

27,308 5,282Less: Progress billings (30,359) (9,806)

Due to customer on construction contract (1,146) (2,150)Less: Disposal 1,146 –

– (2,150)


126

NOTES TO THE


27 Finance Lease Liabilities

Group2013 2012

S$’000 S$’000

Minimum lease payments payable:– due not later than one financial year 2,329 70– due later than one financial year and not later

than five financial years 94 270

2,423 340Finance charges allocated to future financial years (166) (34)

Present value of minimum lease payments 2,257 306

Present value of minimum lease payments:Non-current liabilities– due later than one financial year and not later

than five financial years 93 246

Current liabilities– due not later than one financial year 2,164 60

2,257 306

The weighted average effective interest rate of the Group’s finance leases ranges from 8.47% to 10.00% per annum (2012: 3.57% to 4.10% per annum).

28 Borrowings

Group Company2013 2012 2013 2012

S$’000 S$’000 S$’000 S$’000

Current liabilities– repayable not later than one financial year 515 40 – –

Non-current liabilities– repayable later than one financial year

and not later than five financial years 25,879 30,426 25,879 26,577– repayable later than five financial years – 334 – –

25,879 30,760 25,879 26,577

As at 31 March 2013, total borrowings include a bank loan amounting to S$515,000 (31 March 2012: S$555,000) secured by a legal mortgage of the property as described in Note 24. The property is located at 38 Kallang Place Singapore 339166. This loan incurred an average effective interest rate of approximately 5.25% (31 March 2012: 5.25%) per annum.


127

28 Borrowings (Continued)

The remaining loan of S$2,814,000 (31 March 2012: S$30,245,000) is unsecured and with an interest rate of 12.8% (2012: 12.8%) per annum. The loan period has been modified from 36 months to 60 months from the date of first draw down after the supplementary agreement signed on 1 June 2011.

Convertible Bonds


S$’000 S$’000

Face value of convertible bonds issued on 11 May 2012 27,722 –Derivative liability conversion component on initial recognition (4,956) –

Liability component on initial recognition 22,766 –Accumulated amortization of interest expense 3,490 –Conversion of convertible bonds into ordinary shares (3,008) –Exchange differences (183) –

Liability component at end of financial year 23,065 –

On 11 May 2012, the Company issued 9% convertible bonds denominated in US dollars with a nominal value of US$23,000,000. The bonds are due for repayment 3 years from the issue date at their nominal value of US$23,000,000 or conversion into shares of the Company at the holder’s option at the share conversion price valued at S$1.158 at the exchange rate of S$1.277515 per US$1.

29 Derivative Liability Conversion Component on the Convertible Bonds


S$’000 S$’000

Derivative liability conversion option in convertible bonds 5,212 –

The derivative liability conversion option relates to the conversion option of the convertible bond that is recognised at its fair value, determined by applying the Black Scholes valuation model.


128

NOTES TO THE


30 Deferred Consideration

Group2013 2012

S$’000 S$’000

As at date of acquisition 1,989 –Amortisation of discount 199 –Currency re-alignment (20) –

2,168 –

The Group via its subsidiary, Signature Metals Limited recognised deferred consideration on the option agreement to purchase 70% of the Konongo Gold Project. Under the terms of the agreement, a further payment of 50 million shares or A$1 million cash will be made once the project achieves 1 million ounces in Measured and Indicated JORC resources (tranche 2). A final payment of A$3 million in cash or shares at the sellers’ discretion will be made following the production of 100,000 ounces of gold from the projects (tranche 3). The deferred consideration is recognised as a financial liability at amortised costs at an effective interest rate of 12% to be paid in Year 2016.

31 Rehabilitation and Preservation Provision

Group2013 2012

S$’000 S$’000

As at beginning of financial year – –Acquisition of subsidiaries 7,228 –Provision made during the year 492 –Amortisation of discount 140 –Currency re-alignment (8) –

Balance at the end of the financial year 7,852 –

The provision for rehabilitation and preservation is to cover the estimated costs of land rehabilitation and preservation as a result of past mining and exploration activities at Ballarat, Castlemaine and Tarnagulla, all in Australia, Ghana and Bolivia.


129

32 Deferred Income Taxes

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income taxes relate to the same fiscal authority. The amounts, determined after appropriate offsetting, are shown on the balance sheet as follows:

Group2013 2012

S$’000 S$’000

Deferred income tax assets– to be recovered within one year – –– to be recovered after one year (328) –

(328) –

Deferred income tax liabilities– to be recovered within one year – –– to be recovered after one year 16,488 –

16,488 –

At the balance sheet date, unrecognised tax losses of the Group available for offsetting against future taxable profits amount to S$19,653,000 (2012: S$19,723,000). The availability of the unrecognised tax losses for set-off against future taxable profits is subject to compliance with the tax regulations and agreement with the tax authorities of the respective countries in which the Group companies are incorporated. As at 31 March 2013, the deferred tax benefit arising from unrecognised tax losses of approximately S$4,928,000 (2012: S$3,898,000) has not been recognised in the financial statements as there is no reasonable certainty of their realisation in future periods.

At the balance sheet date, no deferred tax liability (2012: Nil) has been recognised for taxes that would be payable on the undistributed earnings of certain of the Group’s subsidiaries as the Group has determined that undistributed earnings of its subsidiaries will not be distributed in the foreseeable future. Such undistributed earnings for which no deferred tax liability has been recognised aggregate to S$23,283,000 (2012: S$17,896,000). The deferred tax liability is estimated to be S$2,328,000 (2012: S$1,790,000).

The deferred tax assets of S$328,000 (2012: S$Nil) in the current financial year are recognised for tax losses carried forward. The deferred tax liabilities of S$16,488,000 (2012: S$Nil) arises from the consolidation of the newly acquired subsidiaries.


130

NOTES TO THE


33 Issued Capital and Share Premium

Group2013 2012

US$’000 US$’000

Authorised:1,250,000,000 (2012: 1,250,000,000)ordinary shares of US$0.04 each 50,000 50,000

Group and Company2013 2012 2013 2012

No. of shares of US$0.04

each

No. of shares of US$0.04

each S$’000 S$’000

Issued and fully paid:Balance at beginning of the financial year 731,344,429 719,367,847 42,848 42,249Issuance of shares for acquisition of subsidiaries 133,461,920 9,481,857 6,683 473Issuance of shares for debt settlements of professional fees – 2,494,725 – 126Private placement of new shares 54,000,000 – 2,654 –Conversion of shares from convertible bonds 3,128,282 – 154 –

Balance at end of the financial year 921,934,631 731,344,429 52,339 42,848

Share premium:Balance at beginning of the financial year 26,824 17,286Issuance for acquisition of subsidiaries 147,183 7,492Issuance for debt settlements of professional fees – 2,046Private placement of new shares 54,160 –Conversion of shares from convertible bonds 3,659 –

Balance at end of the financial year 231,826 26,824

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per ordinary share at meetings of the Company.


131

34 Other Reserves

The amounts of the Group’s reserves and the movements therein for the current and prior financial years are presented in the consolidated statement of changes in equity.

Contributed surplus

The Group’s contributed surplus represents the difference between the nominal value of the shares of the subsidiaries acquired pursuant to the Group reorganisation in prior years, over the nominal value of the Company’s shares issued in exchange thereof.

Statutory reserve

In accordance with relevant PRC regulations, the relevant subsidiaries of the Company, being wholly-owned foreign entities established in the PRC, are required to appropriate not less than 10% of their profits after tax to the respective statutory reserves, until the respective balances of the fund reach 50% of the respective registered capital. Subject to certain restrictions as set out in the relevant PRC regulations, these statutory reserves may be used to offset against their respective accumulated losses, if any.

Equity Reserve

The equity reserves relate to the fair value of warrants issued by the Company.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries whose functional currency is different from that of the Group’s presentation currency.

Movement:

Group2013 2012

S$’000 S$’000

Beginning of the year 2,133 1,424Net currency translation differences of financial statements of foreign subsidiaries (6,529) 709Less: Non-controlling interests 1,628 –

(2,768) 2,133


132

NOTES TO THE


35 Related Party Transactions

(a) Transactions with Related Parties

In addition to the related party information disclosed elsewhere in the financial statements, the following were transactions entered into by the Group with related parties on terms agreed between the parties as follows:

Group2013 2012

S$’000 S$’000

With related partiesAdvances provided to related parties 440 3,914Consultancy fees paid to a company owned by a key management personnel 364 742Consultancy fees paid to a director of a subsidiary 91 –

Related parties comprised mainly companies which are controlled or significantly influenced by the Group’s key management personnel and their close family members.

(b) Compensation of Key Management Personnel

The remuneration of the key management personnel (including the directors) of the Group, were as follows:

Group2013 2012

S$’000 S$’000

Salaries and other short term employee benefits 1,756 1,038Directors’ fees 191 84Contributions to defined contribution plans 44 14

1,991 1,136

Comprise amounts paid/payable to:– Directors of the Company 705 494– Key management 1,286 642

1,991 1,136


133

36 Commitments

(a) Operating Lease Commitments

The Group leases various factory buildings, staff quarters and office premises under non-cancellable operating lease agreements. The leases have varying terms and renewal rights.

The future aggregate minimum lease payments under non-cancellable operating leases contracted for at the balance sheet date but not recognised as liabilities, were analysed as follows:

Group2013 2012

S$’000 S$’000

Within one financial year 367 1,276Between two to five financial years 982 395After five financial years – 1,156

1,349 2,827

The above operating leases do not contain any escalation clauses and do not provide for contingent rents.

(b) Capital Commitments

Capital expenditures contracted for as the balance sheet date but not recognised in the financial statements are as follows:

Group2013 2012

S$’000 S$’000

Property, plant and equipment 3,104 –Exploration tenements 4,164 –

7,268 –


134

NOTES TO THE


37 Litigation

Estanislao Radic Valderrama

Estanislao Radic Valderrama (“Radic” or “Plaintiff”) was the previous owner of the Amayapampa Mining Concessions, comprising Gran Porvenir, Chayantena, El Porvenir, Demasias Porvenir, Segundas Demasias Porvenir, Brac, Demasias Brac and Charagua. On or about 19 April 2005, Radic filed a civil action to annul the following public deeds according to article 1567 of the Civil Code of Bolivia and for the cancellation of the respective registrations with the Real State Office for the following transactions:–

• Public Deed No. 301/75 granted by Notary Public Juan Vilela Tejada (now deceased) on 21 November 1975, relating to the sale of a 75% interest in the Amayapampa Mining Concessions to Raul Garafulic (“Garafulic”) for a consideration of Bolivianos 100,000 on the grounds that the sale was made without his consent and that Garafulic was the administrator of the Amayapampa Mining Concessions and had no authority to sell those concessions without Radic’s consent;

• Public Deed No. 478/96, granted by Notary Public Bertha Aramayo Pena on 20 April 1996, relating to the sale of the 75% interest in the Amayapampa Mining Concessions by Garafulic to Sociedad Industrial Minera Yamin Limitada (“Yamin”) for a consideration of US$500,000; and

• Public Deed No. 965/99, granted by Notary Public Lidia Gonzales on 20 April 1999, relating to the sale of the 75% interest in the Amayapampa Mining Concessions by Yamin to Minera Nueva Vista S.A.(“MNV”).

The civil action has been filed against Garafulic, Yamin and MNV. MNV has opposed the civil action taken by Radic. To-date there has been no outcome of the case as it is still with the Bolivian courts. The Company is of the view that, based on legal advice, Radic’s claims are unmeritorious and has instructed its lawyers in Bolivia to defend the claims. In any case, MNV’s licences for the Amayapampa Mining Concessions are valid and current, and MNV is entitled to exercise and is exercising its rights over those concessions. Accordingly, no provision for any liability has been made in the financial statements.

Bass Metals Limited (“BSM”)

On or about 5 July 2012, the Company entered into a Sale and Purchase Agreement to acquire 100% of the issued shares in Hellyer Mill Operations Pty Ltd (“HMO”) from BSM; and a Subscription Agreement (“Subscription Agreement”) to subscribe for 58,000,000 new shares (“BSM New Shares”), constituting approximately 16.5% of the then existing issued and paid-up share capital of BSM at a subscription price of A$0.01 (“Subscription Price”) (approximately S$0.013, at an exchange rate of A$1.00 to S$1.30) for each BSM New Share (the “Bass Metal Transaction”).


135

37 Litigation (Continued)

Bass Metals Limited (“BSM”) (Continued)

Completion of the BSM Transaction was subject to, inter alia, the fulfillment of conditions precedent under the Agreements. On or about 4 September 2012, the Company issued a notice of termination of the Share Sale Agreement (“SSA”) to BSM, on grounds that the Conditions Precedent have not been satisfied. Thereafter, BSM issued its own purported notice of termination of the SSA on the alleged repudiation and breaches of the SSA by the Company.

On 7 February 2013, the Company announced that BSM has filed Writ of Summons and Statement of Claim in the Supreme Court of Western Australia on the alleged repudiation and breaches by the Company. The Company had applied to set aside BSM’s Service. Hearing of the Company’s application took place on 26 March 2013 and on 7 May 2013, it was ruled that service had been effected and the Company’s application has been dismissed. However, the Company has taken further advice and is appealing against the decision. The hearing of the Company’s appeal is scheduled to be heard on 25 October 2013. The legal advisers to the Company do not consider it appropriate, at this stage, to provide the conduction of the likelihood of a favourable or unfavourable outcome of the proceedings. The legal advisers anticipate the claim for damages to be for approximately A$3.6 million (S$4.6 million). This amount is based upon the difference of the sale price in the share sale agreement and the price that BSM obtained in selling HMO to a third party plus BSM’s wasted expenses. Accordingly, no provision for any liability has been provided in the financial statements.

Synergy Asia Limited (“SAL”)

SAL has made claims for payment against Signature Metals Limited (“SBL”) totaling approximately A$1.6 million (S$2.1 million). These claims relate to invoices for consultancy services allegedly reordered by SAL to SBL in respect of a takeover exercise which included LGC taking a controlling stake in SBL. This matter has not progressed to any court proceedings or other debt enforcement process. The directors are of the view, based on legal advice, that the claims are without merit and no provision is required.

38 Segment Information

Management has determined that the Group’s reportable segments are its business segments. These business units are managed separately because each business requires different technology, expertise and marketing strategies.

The identification of the Group’s reportable segments are as follows:

Business segments Principal activitiesInvestment holdings Investment holdingGreen projects Biomass projectsOffice equipment Manufacturing and sale of office equipmentGold Investments Gold exploration and mining projects


136

NOTES TO THE


38 Segment Information (Continued)

(a) Business Segments

Investment holdings

Gold Investments

Office equipment

Green projects

(Discontinued operations) Consolidated

S$’000 S$’000 S$’000 S$’000 S$’000Group31 March 2013Segment revenueSales to external customers – 33,485 86,736 23,118 143,339Cost of goods sold – (41,019) (75,560) (19,758) (136,337)Gross profit – (7,534) 11,176 3,360 7,002Other income 30,170 656 450 13 31,289Operating expenses (12,733) (19,973) (6,249) (3,383) (42,338)Finance costs (7,129) (340) – (6) (7,475)Profit/(Loss) before income tax 10,308 (27,191) 5,377 (16) (11,522)Income tax credit 333Net Loss for the year (11,189)

Other segment informationSegment assets 101,521 244,565 42,332 – 388,418

Segment liabilities 3,208 41,187 17,338 – 61,733Unallocated liabilities– Income tax liabilities 18– Finance lease liabilities 2,257– Borrowings 3,329– Derivative financial instruments 5,212– Convertible bonds 23,065– Deferred tax liabilities 16,488

112,102

Capital expenditure– property, plant and equipment 629 9,191 297 17 10,134– intangible assets – 17,660 49 – 17,709Depreciation of property, plant and equipment (125) (5,313) (588) (100) (6,126)Amortisation of convertible bonds (3,490) – – – (3,490)Amortisation of intangible assets – – (49) – (49)Fair value gain on financial assets at fair value through profit or loss 16,780 – – – 16,780Provision for amount payable to non-controlling interest – (12,734) – – (12,734)Gain on disposal of an associated company 2,753 – – – 2,753Gain recognised on remeasurement of previously held equity interest in a subsidiary prior to date of business acquisition 3,949 – – – 3,949Bargain purchase outcome on acquisition 6,038 – – – 6,038


137


(a) Business Segments (Continued)

Investment holdings

Green projects

Office equipment

Gold Investments Consolidated

S$’000 S$’000 S$’000 S$’000 S$’000Group31 March 2012Segment revenueSales to external customers – 5,328 92,628 – 97,956Cost of goods sold – (4,434) (83,267) – (87,701)Gross profit – 894 9,361 – 10,255Other operating income – 10,082 624 – 10,706Operating expenses (5,792) (13,254) (7,024) (23,119) (49,189)Finance costs (2,549) (39) – (375) (2,963)Share of loss of an associated company (102) – – – (102)(Loss) /profit before income tax (8,443) (2,317) 2,961 (23,494) (31,293)Income tax expense (123)Net Loss for the year (31,416)

Other segment informationSegment assets 21,972 27,172 42,042 609 91,795

Segment liabilities 6,780 3,512 19,413 703 30,408Unallocated liabilities– Income tax liabilities 18– Finance lease liabilities 306– Borrowings 30,800

61,532

Capital expenditure– property, plant and equipment 22 475 237 180 914– intangible assets – – 98 6,063 6,161– exploration and evaluation expenditure – – – 3,249 3,249– available-for-sale financial assets 38 – – 1,841 1,879Depreciation of property, plant and equipment (8) (210) (638) (54) (910)Other non-cash expenses– Amortisation of intangible assets – – (51) – (51)– Allowance for impairment loss

of goodwill – (10,000) – (6,063) (16,063)– Allowance for impairment loss

of exploration and evaluation expenditure – – – (3,249) (3,249)

– Allowance for impairment loss of available-for-sale financial asset – – – (1,841) (1,841)

– Allowance for impairment loss of other receivable – – – (3,914) (3,914)

– Pre-acquisition development costs written off – – – (1,973) (1,973)


138

NOTES TO THE



(b) Geographical segments

The Group operates in five main geographical segments by location of customers, namely USA, Europe, Japan, Australia and Southeast Asia. Other geographical areas mainly comprise Canada, Korea, New Zealand, South Africa and other countries, none of which constitute a separately reportable segment. Southeast Asia countries consist of Malaysia and Thailand.

The turnover by geographical segments is based on the location of customers regardless of where the saleable product is produced. The non-current assets are based in China, Africa, Singapore, Australia and Bolivia.

USA Australia Europe Japan SEA Others ConsolidatedS$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Turnover31 March 2013Total sales to external customers 34,289 33,485 27,200 10,061 23,118 15,186 143,339

31 March 2012Total sales to external customers 41,417 – 28,902 11,215 5,329 11,093 97,956

PRC Australia Singapore Africa Bolivia Malaysia ConsolidatedS$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000

Non-current assets31 March 2013Non-current assets 1,736 132,327 36,246 64,977 21,542 – 256,828

31 March 2012Non-current assets 2,213 – 12,206 309 – 13 14,741

(c) Information about Major Customers

Revenue of approximately S$112,217,000 (2012: S$93,073,000) are derived from three (2012: four) external customers. These revenues are attributable to the office equipment segment and gold mining segment (2012: office equipment segment).


139

39 Financial Risk Management

The Group’s and Company’s activities exposed them to a variety of financial risks, including the effects of interest rate risk, credit risk, foreign currency risk, market risk and liquidity risk arising in the normal course of business. The Company manages and measures such financial risks in the same manner as the Group. The Group’s risk management, which remains unchanged from the prior year, seeks to minimise the potential adverse effects from these exposures. There has been no change to the exposure to financial risks or the manner in which these risks are managed and measured. The management reviews and agrees policies for managing each of these risks.

The risk factors, risk management policies and related procedures for the Group may be summarised as follows:

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial instruments will fluctuate because of changes in market interest rates.

The Group’s exposure to market risk for changes in interest rates mainly arise from short-term bank deposits, finance leases, bank borrowings and convertible bonds. Information relating to the Group’s interest rate exposure is disclosed in Notes 12, 27 and 28 to the financial statements.

Interest rate risk is managed by the Group on an on-going basis with the primary objective of limiting the extent to which net interest expense could be impacted from an adverse movement in interest rates. Surplus funds are placed with reputable banks.

The sensitivity analysis to a reasonably possible change in interest rates, with all other variables held constant, of the Group’s results net of tax has not been disclosed as the Group’s and Company’s exposure to changes in market interest rates is not significant as the majority of the Group’s borrowings and the Company’s borrowings are charged at a fixed rate.

(b) Credit risk

Credit risk refers to the risk that counterparties may be unable to meet their obligations resulting in financial loss to the Group.

The Group has policies in place to ensure that the sale of products and services rendered are made to customers with an appropriate credit history. The potential exposures are monitored and reported to management on a timely basis. Allowance for impairment of receivables is made when there is objective evidence that the amounts due will not be collected according to the original terms of the receivables.


140

NOTES TO THE


39 Financial Risk Management (Continued)

(b) Credit risk (Continued)

For trade receivables, the Group adopts the policy of dealing only with customers of appropriate credit history to mitigate credit risk. The Group also purchased credit insurance for its trade receivables, mainly for the sale of office equipment. For other financial assets, the Group and Company adopts the policy of dealing only with high credit quality counterparties. Cash and fixed deposits are held with creditworthy financial institutions.

The Group has a significant concentration of credit risk from trade receivables as approximately 62% (2012: 78%) of the trade receivables as at 31 March 2013 were due from one customer. The Group has no issue with payments from this customer as the customer has been prompt in their payments.

As the Group does not hold any collateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financial instruments presented on the balance sheet.

Financial assets that are not past due and not impaired

The Group has trade and other receivables and other current assets amounting to S$16,560,000 (2012: S$28,310,000) that are not past due at the balance sheet date and not impaired.

Financial assets that are past due but not impaired

The Group has trade receivables amounting to S$1,082,000 (2012: S$889,000) that are past due at the balance sheet date but not impaired. These receivables are unsecured and the analysis of their aging at the balance sheet date is as follows:

Group2013 2012

S$’000 S$’000

Trade receivables past due:91 to 180 days 1,015 859181 to 365 days 37 18Over 365 days 30 12

1,082 889

Financial assets that are past due and impaired

There is no other class of the Group’s financial assets that is past due and/or impaired except for trade receivables.


141


(b) Credit risk (Continued)

The carrying amount of trade receivables that are past due and the related allowance for impairment are as follows:

Group2013 2012

S$’000 S$’000

Trade receivables past due (over 365 days)Gross amount – 349Less: Allowance for impairment – (349)

– –

The Group’s trade receivables that are determined to be impaired at the balance sheet date relate mainly to debtors that are in financial difficulty and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

The movement in the related allowance for impairment is disclosed in Note 15. The Company’s exposure to credit risk arises largely from amounts due from subsidiaries disclosed in Note 16.

(c) Foreign currency risk

The Group and the Company incur foreign currency risk on sales and purchases that are denominated in currencies other than their respective functional currencies. The currencies giving rise to this risk are primarily the US Dollar (“US$”), Chinese Renminbi (“RMB”), Bolivian Boliviano (“BOB”), West African CFA franc (“XOF”) and Australian Dollar (“AUD”).

The Group and the Company seek to manage its foreign currency exposure by natural hedge, whenever possible, by depositing foreign currency proceeds from sales into foreign currency bank accounts which are primarily used for payments in the same currency. This exposure to currency risk is managed so far as possible by monitoring on an on-going basis and the Group and the Company endeavour to keep the net exposure at an acceptable level.


142

NOTES TO THE



(c) Foreign currency risk (Continued)

The Group and the Company’s foreign currency exposure based on the information provided to key management is as follows:

US$ RMB BOB AUDOther

currenciesS$’000 S$’000 S$’000 S$’000 S$’000

Group2013Financial assets– Trade and other receivables 12,253 3,479 300 5,122 155– Other current assets 187 597 49 228 649– Security deposits – – – 5,891 –– Financial assets at fair value

through profit or loss 49 – – – –– Available-for-sale financial assets – – – 17,407 659– Cash and cash equivalents 15,015 3,779 138 14,702 388

27,504 7,855 487 43,350 1,851Financial liabilities– Trade and other payables 2,707 15,971 4,347 9,934 3,344– Deferred consideration – – – 2,168 –– Rehabilitation and preservation

provision – – 565 7,287 –– Other non-current liabilities – – 1,301 12,848 –– Borrowings 23,065 – – 2,257 –

25,772 15,971 6,213 34,494 3,344Currency exposure on net financial assets/(liabilities) 1,732 (8,116) (5,726) 8,856 (1,493)

2012Financial assets– Trade and other receivables 16,971 114 – – 289– Other current assets 169 233 – – –– Financial assets at fair value

through profit or loss 48 – – – –– Available-for-sale financial assets – – 15,763 – –– Cash and cash equivalents 9,759 699 – – 804

26,947 1,046 15,763 – 1,093Financial liabilities– Trade and other payables 1,106 18,371 – 339 1,483– Borrowings 3,668 – – – –

4,774 18,371 – 339 1,483Currency exposure on net financial assets/(liabilities) 22,173 (17,325) 15,763 (339) (390)


143



US$ Euro HK$ AUDOther

currenciesS$’000 S$’000 S$’000 S$’000 S$’000

Company2013Financial assets– Available-for-sale financial assets – – – 17,407 659– Cash and cash equivalents 1 2 1 2 –

1 2 1 17,409 659

Financial liabilities– Trade and other payables 2,079 – – 323 –– Borrowings 23,065 – – – –

25,144 – – 323 –

Currency exposure on net financial (liabilities)/assets (25,143) 2 1 17,086 659

2012Financial assets– Cash and cash equivalents – 2 – – –

– 2 – – –

Financial liabilities– Trade and other payables 198 – – 339 –

198 – – 339 –

Currency exposure on net financial (liabilities)/assets (198) 2 – (339) –


144

NOTES TO THE




A 5% (2012: 5%) strengthening of the relevant functional currencies of the Group’s subsidiaries against the following currencies as at the balance sheet date would increase/(decrease) the Group and the Company’s loss after income tax approximately by the amounts shown as below. This analysis assumes that all other variables remain constant.

Group2013 2012

Increase/(Decrease)Loss after tax Loss after tax

S$’000 S$’000

US$ 72 920RMB (337) (719)BOB (238) –GBP – 654AUD 368 (14)Other currencies (62) (16)

Company2013 2012

Increase/(Decrease)Loss after tax Loss after tax

S$’000 S$’000

US$ (1,043) (8)AUD 709 (14)Other currencies 27 –

A 5% (2012: 5%) weakening of the relevant functional currencies of the Group’s subsidiaries against the above currencies would have an equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.


145


(d) Price risk

The Group and the Company are exposed to equity securities price risk because of the investments held by the Group and the Company which are classified as financial assets at fair value through profit or loss. These securities are listed in Singapore. The management diversifies its portfolio and monitors the fluctuation of the prices of these securities on a regular basis.

If the prices for equity securities change by 5%, with all other variables including the tax rate being constant, the effect on the Group and the Company’s loss after income tax will be:

2013 2012

Lossafter tax

Other comprehensive

incomeLoss

after tax

Other comprehensive

incomeS$’000 S$’000 S$’000 S$’000

GroupFair value through profit and loss– increase by 5% 2,010 – (3) –– decrease by 5% (2,010) – 3 –

Available-for-sale financial assets– increase by 5% – 750 – 654– decrease by 5% – (750) – (654)

CompanyFair value through profit and loss– increase by 5% 1,975 – – –– decrease by 5% (1,975) – – –

Available-for-sale financial assets– increase by 5% – 750 – –– decrease by 5% – (750) – –

(e) Liquidity risk

The Group monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and mitigate the effects of fluctuations in cash flows.

The Group’s cash and short term deposits, operating cash flows and availability of banking facilities are actively managed to ensure that there is adequate working capital and that repayment and funding needs are met.


146

NOTES TO THE



(e) Liquidity risk (Continued)

The table below analyses the maturity profile of the Group and Company’s financial liabilities based on contractual undiscounted cash flows.

Carryingamount

Contractualcash flows

Withinone year

More thanone year but

less than five years

More thanfive years

S$’000 S$’000 S$’000 S$’000 S$’000

Group2013Trade and other payables (37,019) (37,019) (37,019) – –Deferred consideration (2,168) (2,168) (2,168) – –Rehabilitation and preservation provision (7,852) (7,852) (7,852) – –Other non-current liabilities (14,149) (14,149) (14,149) – –Borrowings (3,329) (3,730) (656) (3,074) –Convertible bonds (23,065) (25,144) – (25,144) –Finance lease liabilities (2,257) (2,423) (2,329) (94) –

(89,839) (92,485) (64,173) (28,312) –

2012Trade and other payables (23,641) (23,641) (23,641) – –Borrowings (30,800) (32,318) (68) (31,864) (386)Finance lease liabilities (306) (340) (70) (270) –

(54,747) (56,299) (23,779) (32,134) (386)

Company2013Due to subsidiaries (26,575) (26,575) (26,575) – –Trade and other payables (3,012) (3,012) (3,012) – –Borrowings (2,814) (3,073) – (3,073) –Convertible bonds (23,065) (25,144) – (25,144) –

(55,466) (57,804) (29,587) (28,217) –

2012Due to subsidiaries (439) (439) (439) – –Trade and other payables (2,450) (2,450) (2,450) – –Borrowings (26,577) (27,550) – (27,550) –

(29,466) (30,439) (2,889) (27,550) –

The contractual expiry by maturity of the Group’s and Company’s financial guarantees is described in Note 42.


147


(f) Fair value measurements

The fair values of financial assets and liabilities of the Group and Company with a maturity of less than one year are assumed to approximate their carrying amounts because of the short-term period of maturity.

The following summarises the significant methods and assumptions used in estimating the fair values of the financial instruments of the Group and Company.

Long-term borrowings and finance leases

The fair values of long-term borrowings of the Group and Company approximate S$3,247,000 (2012: S$32,631,000 and S$28,254,000 respectively), as estimated by using discounted cash flow analysis based on current lending rates for similar types of lending and borrowing arrangements. The carrying amounts of long-term borrowings of the Group and Company are disclosed in Note 28 to the financial statements.

The fair value of finance leases approximates the present value of payments as disclosed in Note 27 to the financial statements.

The following table presents the assets measured at fair value and classified by level of the following fair value measurement hierarchy:

(i) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

(ii) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

(iii) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).


148

NOTES TO THE



(f) Fair value measurements (Continued)

The following table presents the assets measured at fair value at 31 March 2013 and 31 March 2012.

Level 1 Level 2 Level 3 TotalS$’000 S$’000 S$’000 S$’000

Group2013AssetsFinancial assets at fair value through profit or loss:– Trading securities 48,445 – – 48,445Available-for-sale financial assets– Unquoted equities – 2,500 – 2,500– Quoted equities 18,066 – – 18,066

Total 66,511 2,500 – 69,011

LiabilitiesDerivative financial instruments – 5,212 – 5,212Deferred consideration – – 2,168 2,168

Total – 5,212 2,168 7,380

2012AssetsFinancial assets at fair value through profit or loss:– Trading securities 79 – – 79Available-for-sale financial assets– Unquoted equities – – 15,763 15,763

Total 79 – 15,763 15,842


149



Level 1 Level 2 Level 3 TotalS$’000 S$’000 S$’000 S$’000

Company2013AssetsFinancial assets at fair value through profit or loss:– Trading securities 47,584 – – 47,584Available-for-sale financial assets– Unquoted equities – – – –– Quoted equities 18,066 – – 18,066Total 65,650 – – 65,650

LiabilitiesDerivative financial instruments – 5,212 – 5,212Deferred consideration – – – –Total – 5,212 – 5,212

The fair values of trading securities traded in active markets are based on quoted market prices at the balance sheet date. The quoted market prices used for the trading securities held by the Group and the Company are the closing price as at the balance sheet date. These financial assets are included in Level 1.

Included in Level 2 are inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. from prices).

Included in Level 3 are unquoted equity investments that are carried at fair value which approximates to the net book value of the investment held and a contingent consideration payable which is carried at present value of the expenditures expected to be required to settle the obligation. The movements of the Level 3 financial instruments are disclosed in Notes 14 and 30.

The table below shows an indicative basis on the income statement and balance sheet sensitivity to reasonably possible changes in other key inputs to valuation of the Level 3 financial instruments.

Increase/(decrease) in financial asset and gain/(loss) in income statement from change in key input

Available-for-sale financial assets – unquoted equities S$’00010% increase in net book value 1,57610% decrease in net book value (1,576)


150

NOTES TO THE




Increase/(decrease) in financial liability and loss/(gain) in income statement from change in key input

Deferred Consideration S$’0001% increase in discount rate (96)1% decrease in discount rate 101

There were no transfers between Level 1 and 2 during the financial years ended 31 March 2013 and 31 March 2012.

40 Discontinued Operations

During the financial year, the Group disposed the following:

i) its 100% equity interest in The Think Environment Co Sdn Bhd and its 60% interest in Industrial Power Technology Pte Ltd for an aggregate consideration of S$10,000,001;

ii) its investment in its associated company, Think Environmental Ltd for a consideration of S$8,600,000; and

iii) its available for sale asset, Think Greenergy Ltd for a consideration of S$16,000,000.

The effect of the disposal of the group of assets on the cash flows of the Group is disclosed in Note B of the consolidated cash flow statement.

Income statement disclosures

The results of discontinued operations for the years ended 31 March 2013 and 31 March 2012 were as follows:

2013 2012S$’000 S$’000

Revenue 23,118 5,328Cost of sales (19,758) (4,434)

3,360 894Other income 13 75Selling and distribution expenses (219) (242)Administrative expenses (1,797) (1,727)Other expenses (1,367) 14Finance costs (6) (6)Loss before tax from discontinued operation (16) (992)Taxation – –Loss from discontinued operations, net of tax (16) (992)

Cash flow statement disclosures

The cash flows attributable to: Operating (2,159) 11 Investing (17) (407) Financing 2,181 924Net cash inflows 5 528


151

41 Capital Management

The Group’s and Company’s primary objective is to maintain an efficient mix of debt and equity and maintain an optimal capital structure. In order to maintain or achieve an optimal capital structure, management will make adjustments to reflect economic conditions, business strategies and future commitments.

Management monitors capital with reference to a net debt-to-equity ratio. The strategies, which were unchanged from the previous financial year, are to maintain a prudent balance between the advantage and flexibility afforded by a strong capital position and the higher return on equity that is possible with greater leverage.

There is no capital requirement that is required to be complied by the Group.

42 Financial Guarantees

The table below shows the contractual expiry by maturity of the Group and the Company’s contingent liabilities and commitments. The maximum amount of the financial guarantee contracts are allocated to the earliest period in which the guarantee could be recalled.

Group Company2013 2012 Expiry

Dates2013 2012 Expiry

DatesS$’000 S$’000 S$’000 S$’000Corporate guarantee

provided to a bank in connection with banking facilities granted to a subsidiary – secured* – – – – 23,000 31 January 2013

Corporate guarantee provided to a customer in connection with a project granted to a subsidiary – unsecured* 35,025 – 30 June 2013 35,025 36,300 30 June 2013

Corporate guarantee provided to a subsidiary for a counter guarantee provided by an insurance company to a customer in connection with performance and maintenance guarantees granted to a subsidiary – unsecured* – – – – 896 18 March 2013

Corporate guarantee provided to a subsidiary for a counter guarantee provided by a bank to a customer in connection with performance and maintenance guarantees granted to a subsidiary – unsecured* 5,200 –

31 October 2014 to

28 February 2015 5,200 –

31 October 2014 to

28 February 2015


152

NOTES TO THE


42 Financial Guarantees (Continued)

Group Company2013 2012 Expiry

Dates2013 2012 Expiry

DatesS$’000 S$’000 S$’000 S$’000Corporate guarantee

provided to a subsidiary for a counter guarantee provided by an insurance company to a bank in connection with insurance bond guarantees granted to a subsidiary – unsecured* 12,410 –

30 November 2014 to

31 March 2015, Upon completion

of project 12,410 7,600

30 November 2014 to

31 March 2015, Upon completion

of project

Corporate guarantee provided to a financial institution in connection with equipment purchased – unsecured – 522 15 June 2014 – 522 15 June 2014

Corporate guarantee provided to a supplier in connection with products purchased by a subsidiary – unsecured* 716 –

Upon completion of project 716 3,200

Upon completion of project

53,351 522 53,351 71,518

* The subsidiary cash corporate guarantees were provided to refers to IPT which was subsequently disposed in the current financial year.

43 Business Combinations

During the financial year, the Group has acquired 4 new subsidiaries.

Details of the consideration paid, the assets acquired and liabilities assumed, the goodwill recognised and the effects on the cash flows of the Group can be found under Note A, “Consolidated Cash Flow Statement” and Note 25.

Details of the acquisition costs, non-controlling interests recognized, revenue and profit contribution are as follows:

(i) Acquisition related costs

Acquisition related costs of S$5,012,000 are included in “administrative expenses” in the consolidated statement of comprehensive income and in operating cash flows in the consolidated cash flow statement.

(ii) Provisional fair values

The initial accounting for the business combination for the VGA Group is incomplete by the end of the financial year. The assets and liabilities of the VGA Group as disclosed in Note A, “Consolidated Cash Flow Statement” are stated at their provisional fair value.


153

43 Business Combinations (Continued)

(iii) Non-controlling interests

The Group has recognised the 30% non-controlling interests in the SML Group at its fair value of S$38,695,000. The fair value was measured based on its proportionate share of the acquisition-date fair value of the identifiable net assets of the SML Group.

(iv) Revenue and profit contribution

The acquired businesses namely, VGA Group, BRL, CGT Group and SML Group contributed net losses of S$2,496,000, S$281,000, S$4,549,000 and S$14,565,000 respectively from their dates of acquisition. In addition, CGT Group contributed revenue of S$33,485,000 to the Group from its acquisition date to period end. No other companies from the FY2013 Acquisitions had contributed any revenue from their date of acquisition to the year ended 31 March 2013.

Had the FY2013 Acquisitions been consolidated from 1 April 2012, consolidated revenue and consolidated loss for the year ended 31 March 2013 would have been S$169,208,000 and S$16,101,000 respectively.

The accounting for the above business acquisition is determined provisionally as the acquisition occurs near financial year end. Preliminary purchase price allocation of the acquisition and the allocation of goodwill to the cash-generating units are currently being assessed and is expected to be finalised within 12 months from the date of acquisition. The goodwill was attributable to the synergies expected to arise after the acquisition. There is no impairment of the goodwill because the acquisition occurs near financial year end.

44 Events after Balance Sheet Date

a) Acquisition of shares in Unity Mining Limited

On 10 May 2013, the Group announced that it has purchased of 92.64 million shares in Unity Mining Limited (“UML”), an Australian Stock Exchange listed company, at a purchase price of A$0.072 for each UML share in the open market. The 92.64 million UML shares representing approximately 13.20% of UML’s outstanding shares.

The investment in UML will be classified as an available-for-sale financial asset.


154

NOTES TO THE


45 New or Revised Accounting Standards and Interpretations

Below are the mandatory standards, amendments and interpretations to existing standards that have been published, and are relevant for the Group’s accounting periods beginning on or after 1 January 2013 or later periods and which the Group has not early adopted:

• FRS 110 Consolidated Financial Statements (effective for annual periods beginning on or after 1 January 2014)

FRS 110 replaces all of the guidance on control and consolidation in FRS 27 “Consolidated and Separate Financial Statements” and INT FRS 12 “Consolidation – Special Purpose Entities”. The same criteria are now applied to all entities to determine control. Additional guidance is also provided to assist in the determination of control where this is difficult to assess. The Group has yet to assess the full impact of FRS 110 and intends to apply the standard from 1 January 2014.

• FRS 111 Joint Arrangements (effective for annual periods beginning on or after 1 January 2014)

FRS 111 introduces a number of changes. The “types” of joint arrangements have been reduced to two: joint operations and joint ventures. The existing policy choice of proportionate consolidation for jointly controlled entities has been eliminated and equity accounting is mandatory for participants in joint ventures. Entities that participate in joint operations will follow accounting much like that for joint assets or joint operations currently.

The Group will apply FRS 111 from 1 January 2014.

• FRS 112 Disclosure of Interests in Other Entities (effective for annual periods beginning on or after 1 January 2014)

FRS 112 requires disclosure of information that helps financial statement readers to evaluate the nature, risks and financial effects associated with the entity’s interests in (1) subsidiaries, (2) associates, (3) joint arrangements and (4) unconsolidated structured entities. The Group will apply FRS 112 prospectively from 1 January 2013.

• FRS 113 Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013)

FRS 113 provides consistent guidance across IFRSs on how fair value should be determined and which disclosures should be made in the financial statements. The Group will apply FRS 113 prospectively from 1 January 2013.


155

45 New or Revised Accounting Standards and Interpretations (Continued)

• INT FRS 120 stripping costs in the production phase of a surface mine (effective for periods commencing on or after 1 January 2013)

The interpretation considers when and how to account separately for these two benefits arising from the stripping activity, as well as how to measure these benefits both initially and subsequently. The amendment is effective for annual periods beginning on or after 1 January 2013.

• Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities (effective for annual periods beginning on or after 1 January 2014)

The amendments do not change the offsetting model in FRS 32, but clarify that in order to offset financial assets and liabilities, the right of set-off must not be contingent on future events, and must be legally enforceable in the normal course of business. The amendments also clarify that master netting agreements where offset is only legally enforceable when future events occur (e.g. defaults), do not allow offsetting. Finally, the amendments specify situations when offsetting is permitted when gross settlement mechanisms (e.g. clearing houses) are used. The amendment is effective for annual periods beginning on or after 1 January 2014.

46 Authorisation of Financial Statements

These financial statements were authorised for issue in accordance with a resolution of the Board of Directors of LionGold Corp Limited on 5 July 2013.


156

SHAREHOLDERS’

INFORMATIONAS AT 25 JUNE 2013

STATISTICS OF SHAREHOLDERS

Authorised Capital : US$200,000,000Issued and fully Paid-up Capital : US$36,877,385.24Number of Shares Issued : 921,934,631Class of Shares : Ordinary shares of US$0.04 eachVoting Rights : On show of hands : One vote for each member

On a poll : One vote for each ordinary shareTreasury Shares : Nil

ANALYSIS OF SHAREHOLDING BY RANGE

Size Of ShareholdingsNo. of

Shareholders % No. of Shares %

1 – 999 667 32.02 178,342 0.02 1,000 – 10,000 1,009 48.44 4,250,378 0.46 10,001 – 1,000,000 353 16.95 21,121,070 2.29

1,000,001 & ABOVE 54 2.59 896,384,841 97.23

TOTAL 2,083 100.00 921,934,631 100.00

SUBSTANTIAL SHAREHOLDERS

Name of Shareholder Direct Interest Deemed InterestUnits % Units %

Jared Lim Chih Li – – 82,097,077 8.90 1Dato’ Mohammed Azlan Bin Hashim – – 82,097,077 8.90 1Asiasons Capital Limited – – 82,097,077 8.90 1Asiasons Investment Managers Inc – – 82,097,077 8.90 1Asiasons Investment Ltd 77,500,000 8.41 – –Market Vectors Junior Gold Miners ETF 59,245,000 6.43 – –Dato’ Md Wira Dani bin Abdul Daim 16,425,000 1.78 42,100,000 4.57 2

Notes:1. Registered under various nominees.2. By virtue of interests in Venaton Holdings and Dynamic Return (S) Pte Ltd.


157

LIST OF TWENTY LARGEST SHAREHOLDERS

Name of Shareholders No. of Shares %

1 CITIBANK NOMINEES SINGAPORE PTE LTD 170,461,373 18.492 DBS NOMINEES PTE LTD 98,630,513 10.703 RAFFLES NOMINEES (PTE) LTD 93,178,995 10.114 OCBC SECURITIES PRIVATE LTD 55,663,000 6.045 MAYBANK NOMINEES (S) PTE LTD 50,362,000 5.466 UNITED OVERSEAS BANK NOMINEES PTE LTD 36,865,132 4.007 ROYAL BANK OF CANADA (ASIA) LTD 32,944,000 3.578 JADENSWORTH HOLDINGS PTE LTD 31,943,000 3.469 ABN AMRO CLEARING BANK N.V. 30,512,676 3.31

10 MAYBANK KIM ENG SECURITIES PTE LTD 30,119,016 3.2711 MAGNUS ENERGY GROUP LTD 18,375,000 1.9912 BANK OF EAST ASIA NOMINEES PTE LTD 17,520,000 1.9013 NEPTUNE CAPITAL GROUP LIMITED 15,688,857 1.7014 MACQUARIE CAPITAL SECURITIES (SINGAPORE) PTE LTD 15,229,000 1.6515 SUN SPIRIT GROUP LIMITED 13,941,000 1.5116 PHILLIP SECURITIES PTE LTD 13,552,462 1.4717 DMG & PARTNERS SECURITIES PTE LTD 13,358,573 1.4518 MORGAN STANLEY ASIA (SINGAPORE) SECURITIES PTE LTD 10,642,000 1.1519 HSBC (SINGAPORE) NOMINEES PTE LTD 10,376,990 1.1320 HONG LEONG FINANCE NOMINEES PTE LTD 8,715,000 0.95

TOTAL 768,078,587 83.31

DIRECTORS’ INTERESTS AS AT 21 APRIL 2013

Name of DirectorDirect Interest Deemed InterestUnits % Units %

Nicholas Ng Yick Hing 2,000,000 0.22 – –Tan Sri Dato’ Nik Ibrahim Kamil Bin Tan Sri Nik Ahmad Kamil

– – 40,000,000 4.34 1

Dato’ Md Wira Dani bin Abdul Daim 16,425,000 1.78 42,100,000 4.57 2Ng Su Ling – – 7,600,000 0.82 3

Notes:1. By virtue of interest in Forte Services Limited.2. By virtue of interests in Venaton Holdings and Dynamic Return (S) Pte Ltd.3. By virtue of interests in DMG & Partners Securities Pte Ltd, Maybank Nominees (Singapore) Private Limited and Singapura

Finance Ltd.

SHAREHOLDINGS HELD BY THE PUBLIC

Based on information available to the Company as at 25 June 2012, 72.94% of the issued ordinary shares of the Company is held by the public, and therefore, Rule 723 of the Listing Manual issued by the SGX-ST is complied with.


158

SHAREHOLDERS’

INFORMATIONAS AT 25 JUNE 2013

ANALYSIS OF WARRANT HOLDINGS BY RANGE

Size of Warrant HoldingsNo. of

Warrant Holders %No. of

Warrants %

1 – 999 4 1.47 2,010 0.00

1,000 – 10,000 128 47.06 478,094 0.18

10,001 – 1,000,000 99 36.40 17,556,843 6.50

1,000,001 & ABOVE 41 15.07 251,826,271 93.32

TOTAL 272 100.00 269,863,218 100.00

LIST OF TWENTY LARGEST WARRANT HOLDERS AS AT 25 JUNE 2013

Name of Warrant HoldersNo. of

Warrants %

1 BANK OF EAST ASIA NOMINEES PTE LTD 35,269,000 13.07

2 LIM & TAN SECURITIES PTE LTD 23,611,250 8.75

3 CITIBANK NOMINEES SINGAPORE PTE LTD 14,723,187 5.46

4 NEPTUNE CAPITAL GROUP LIMITED 13,840,000 5.13

5 UNITED OVERSEAS BANK NOMINEES PTE LTD 13,018,000 4.82

6 NUEVIZ INVESTMENT PRIVATE LIMITED 10,392,814 3.85

7 QUAH SU-LING 9,287,000 3.44

8 FOO SENG NGAN 9,200,000 3.41

9 OCBC SECURITIES PRIVATE LTD 9,044,000 3.35

10 AMFRASER SECURITIES PTE. LTD. 7,806,519 2.89

11 UOB KAY HIAN PTE LTD 7,373,500 2.73

12 HSBC (SINGAPORE) NOMINEES PTE LTD 7,102,902 2.63

13 RONALD MENON A/L R.K.MENON 6,515,000 2.41

14 RAFFLES NOMINEES (PTE) LTD 6,083,588 2.25

15 LIM SIEW HOOI 6,059,000 2.25

16 DBSN SERVICES PTE LTD 4,900,500 1.82

17 DBS NOMINEES PTE LTD 4,718,081 1.75

18 MAYBANK KIM ENG SECURITIES PTE LTD 4,300,723 1.59

19 JADENSWORTH HOLDINGS PTE LTD 4,250,000 1.58

20 BNP PARIBAS SECURITIES SERVICES 4,102,500 1.52

TOTAL 201,597,564 74.70


159

NOTICE OF

ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of LIONGOLD CORP LTD (“Company”) will be held at Singapore Marriott Hotel, 320 Orchard Road, Belimbing Room, Level 2, Singapore 238865 on Tuesday, 30 July 2013 at 11.00 a.m., for the following purposes:

AS ORDINARY BUSINESS

1 To receive and adopt the audited financial statements for the financial year ended 31 March 2013 and the reports of the Directors and Auditors thereon. (Resolution 1)

2 To approve the payment of Directors’ fees of S$286,000 for the year ending 31 March 2014 (FY14), to be payable quarterly in arrears (Previous year FY13: S$110,000). (Resolution 2)

3 To re-elect the following Directors retiring pursuant to Bye-Law 104 of the Company:

(i) Bernard Soo Puong Yii (Resolution 3)(ii) Ng Su Ling (Resolution 4)(iii) Dato’ Md Wira Dani Bin Abdul Daim (Resolution 5)

4 To re-elect the following Directors retiring pursuant to Bye-Law 107 of the Company:

(i) Tan Soo Khoon Raymond (Resolution 6)(ii) Dr Denis Edmund Clarke (Resolution 7)(iii) Gary Francis Paul Scanlan (Resolution 8)(iv) Nicholas Ng Yick Hing (Resolution 9)

5 To re-elect Tan Sri Dato’ Nik Ibrahim Kamil Bin Tan Sri Nik Ahmad Kamil who is retiring pursuant to Section 153(2) of the Companies Act, Cap. 50. (Resolution 10)

6 To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. (Resolution 11)

7 To transact any other ordinary business that may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, pass the following resolutions as ordinary resolutions, with or without modifications:

8 Authority to Directors to Issue Shares

THAT pursuant to Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”) and notwithstanding the provisions of the Company’s Bye-Laws, authority be and is hereby given to the Directors of the Company to:

(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus or otherwise; and/or


160

NOTICE OF


(ii) make or grant offers, agreements or options (collectively “instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into shares,

at any time and upon such terms and conditions and for such purposes and to such persons as the Directors of the Company may in their absolute discretion deem fit; and

(b) (notwithstanding the authority conferred by this Ordinary Resolution 12 may have ceased to be in force) issue shares in pursuance of any instrument made or granted by the Directors while this Resolution was in force,

Provided that:

(1) the aggregate number of shares (including shares to be issued pursuant to instruments made or granted pursuant to this Resolution) to be issued pursuant to this Ordinary Resolution 12 shall not exceed fifty per cent (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares and instruments to be issued other than on a pro-rata basis to existing shareholders shall not exceed twenty per cent (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as calculated in accordance with sub-paragraph (2) below;

(2) (subject to such calculation as may be prescribed by the SGX-ST) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the total number of issued shares (excluding treasury shares) shall be based on the total number of issued shares (excluding treasury shares) in the capital of the Company at the time of the passing of this Ordinary Resolution 12, after adjusting for:

(a) new shares arising from the conversion or exercise of any convertible securities;

(b) new shares arising from exercising share options or vesting of share awards, which are outstanding or subsisting at the time of the passing of this Ordinary Resolution 12; and

(c) any subsequent bonus issue, consolidation or subdivision of shares;

(3) in exercising the authority conferred by this Ordinary Resolution 12, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Bye-Laws of the Company; and

(4) unless revoked or varied by the Company in general meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company, or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.(See Explanatory Note A) (Resolution 12)


161

9 Authority to Directors to Grant Awards and Issue Shares pursuant to the LionGold Performance Share Plan

That approval be and is hereby given to the Directors to offer and grant Awards in accordance with the provisions of the LionGold Performance Share Plan and to allot and issue from time to time such number of fully-paid Shares as may be required to be issued pursuant to the vesting of the Awards under the LionGold Performance Share Plan provided always that the aggregate number of Shares which may be issued or transferred pursuant to Awards granted under the LionGold Performance Share Plan, when added to (i) the number of Shares issued and issuable and/or transferred and transferable in respect of all Awards granted thereunder; and (ii) all Shares issued and issuable and/or transferred and transferable in respect of all options granted or awards granted under any other share incentive schemes or share plans adopted by the Company and for the time being in force shall not exceed fifteen per cent (15%) of the issued share capital (excluding treasury shares) of the Company on the day preceding the relevant date of Award, and provided also that subject to such adjustments as may be made to the LionGold Performance Share Plan as a result of any variation in the capital structure of the Company.(See Explanatory Note B) (Resolution 13)

By Order of the Board

Ong Sing HuatDeputy Company SecretarySingapore8 July 2013

EXPLANATORY NOTES ON ORDINARY RESOLUTIONS TO BE PASSED UNDER SPECIAL BUSINESS

NOTES TO SPECIAL BUSINESS:

Explanatory Note A

The proposed Ordinary Resolution 12, if passed, will empower the Directors of the Company from the date of this Annual General

Meeting until the date of the next Annual General Meeting, to issue shares, make or grant instruments convertible into shares

and to issue shares pursuant to such instruments up to a number not exceeding, in total 50% of the total number of issued

shares (excluding treasury shares) in the capital of the Company, of which 20% may be issued other than on a pro-rata basis to

shareholders.

For determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury

shares) will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the Company

at the time the Ordinary Resolution 12 is passed after adjusting for new shares arising from the conversion or exercise of any

convertible securities or share options or vesting of share awards, which are outstanding or subsisting at the time when the

Ordinary Resolution 12 is passed and any subsequent bonus issue, consolidation or subdivision of shares.


162

NOTICE OF


Explanatory Note B

The proposed Ordinary Resolution 13, if passed, will empower the Directors of the Company from the date of this Annual General

Meeting until the date of the next Annual General Meeting, to offer and grant Awards pursuant to the LionGold Share Performance

Plan and to issue shares in the capital of the Company pursuant to the vesting of the Awards under the LionGold Performance

Share Plan provided that the aggregate number of new shares which may be issued under the LionGold Performance Share Plan

does not exceed 15% of the total number of issued shares (excluding treasury shares) in the capital of the Company on the day

preceding the relevant date of Award.

At the Special General Meeting held on 20 December 2012, shareholders approved the adoption of the LionGold Performance

Share Plan. As at the date of this Notice, no Awards have been granted and no Shares have been issued pursuant to the LionGold

Performance Share Plan.

Notes:

(a) If a shareholder being a Depositor (who is not a natural person) whose name appears in the Depository Register (as defined

in Section 130A of the Companies Act, Cap. 50 of Singapore) wishes to attend and vote at the Annual General Meeting,

then it should complete the Proxy Form and deposit the duly completed Proxy Form at the office of the Singapore Share

Transfer Agent, B.A.C.S. Private Limited, at 63 Cantonment Road, Singapore 089758, not less than 48 hours before the

time appointed for holding the Annual General Meeting. A Depositor who is a natural person need not complete the Proxy

Form if he/she intends to attend in person.

(b) If a Depositor wishes to appoint a proxy/proxies, then the Proxy Form must be duly completed and deposited at the office

of the Singapore Share Transfer Agent, B.A.C.S. Private Limited, at 63 Cantonment Road, Singapore 089758, not less

than 48 hours before the time appointed for holding the Annual General Meeting. A proxy need not be a shareholder.

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