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GDO - Gold One International Limited - Audited abridged consolidated financial

Release Date: 28/02/2011 07:05
Code(s): GDO
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GDO - Gold One International Limited - Audited abridged consolidated financial report for the year ended 31 December 2010 Gold One International Limited Registered in Western Australia under the Corporations Act 2001 (Cth) Registration number ACN: 094 265 756 Registered as an external company in the Republic of South Africa Registration number: 2009/000032/10 Share code on the ASX/JSE: GDO ISIN: AU000000GDO5 OTCQX International: GLDZY ("Gold One" or the "company" or the "group") AUDITED ABRIDGED CONSOLIDATED FINANCIAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2010 2010 HIGHLIGHTS: - Profit before taxation of U$ 17.74 million (A$ 19.35 million) - Cash generated from operations of U$ 32.85 million (A$ 35.83 million) - Capital expenditure of U$ 31.46 million (A$ 34.31 million) (equates to US$ 474 per ounce) - 2011 earnings guidance of US$ 59 million CHIEF EXECUTIVE OFFICER`S REPORT I am pleased to report back on the first full year of commercial production and milestones attained during 2010 for Gold One and its subsidiaries. I would categorise the year under review into two halves. The first half saw us manage a five-week long wage strike, which hampered the production ramp up that we had planned at our flagship Modder East mine. The second half saw a significant increase in gold output at Modder East, which, when combined with our low cash costs, resulted in the company showing an operating profit of A$ 24.95 million for the year and a maiden net profit before tax of A$ 19.35 million. This achievement is all the more pleasing considering that it was Modder East`s first full year of commercial production. The company also managed to significantly increase its reserve and resource portfolio; the lifeline of any mining company. The new 1.53 million ounce reserve inventory at Modder East also resulted in the minelife extending by 5 years to a total of 13 years (please refer to detailed resource and reserve table on page 12 of the full annual report available on www.gold1.co.za). The pre-tax profit before finance costs of A$ 24.948 million was affected by certain once-off transactions or non-recurring events. These include a positive fair value adjustment on convertible bonds of A$ 9.259 million, costs incurred on the Goliath Gold transaction of A$ 1.253 million and the refinancing of bonds amounting to A$ 5.146 million. If these once-off transactions or non-recurring events were excluded from the financial results, the pre-tax profit before finance costs would have been A$ 22.088 million. The aforementioned five-week wage strike led to maturation in both employee and union relations, despite the negative impact on production. Management ensured that employees were not marginalised during the strike and I am pleased to report that we have continued to have excellent employee relations at our operations. The strike also did not result in management changing its final offer, which resulted in Gold One earning the respect of the South African National Union of Mineworkers ("NUM"). I am thus pleased to report that, for 2010, Gold One produced 66,445 ounces of gold at an average cash cost, at Modder East, of US$ 484/oz. This was achieved despite the South African rand ("ZAR") (the company`s functional currency) appreciating strongly against the US dollar, averaging at ZAR 7.34 / US$ 1 for the year. For 2011, production ramp up will continue and, in line with increasing volume, unit costs will fall. Gold One is targeting 120,000 ounces of production at US$ 417/oz cash costs for the 2011 financial year. Capital expenditure is expected to be US$ 42 million, including US$ 21 million of development capital. Total costs are budgeted at US$ 614/oz. Refer to page 9 of the full annual report available on www.gold1.co.za for the definitions of cash costs and total costs. I am very pleased with the company`s safety performance, which resulted in a lost-time injury frequency rate per 200,000 hours ("LTIFR") of only 0.48, which is better than the Australian industry benchmark LTIFR of one for underground mines. Our motto, "nothing is so important that it cannot be done safely", is referenced wherever possible and forms part of Gold One`s daily routine at the company`s respective operations. The company is also in the process of ensuring that Modder East is ISO 14001 compliant and certification will take place in the first half of 2012. Competency and training are fundamental to good performance and, in this regard, the Sub Nigel training centre has proven to be a perfect addition to Modder East. The training centre provides the ideal environment for mining teams to receive the necessary training and practical knowledge to ensure they are competent when transferred to Modder East. A further significant highlight for the year was the advancement we made in increasing Gold One`s total resource. Following resource upgrades for the Modder East, Ventersburg and Megamine projects, the company`s total resource increased to 21.71 million ounces of gold. This comprises 8.60 million ounces in the measured and indicated resource category (88.09 million tonnes at 3.03 grams per tonne) and 13.11 million ounces in the inferred category (103.06 million tonnes at 3.95 grams per tonne). Through the sale of our deeper Megamine assets to White Water Resources Limited ("White Water Resources") in exchange for White Water Resources shares, Gold One has been able to retain exposure to these quality deeper level Megamine assets. On implementation of the transaction, Gold One will hold 71% of White Water Resources, which will be renamed Goliath Gold Mining Limited ("Goliath Gold"). The transaction is subject to certain conditions including White Water Resources shareholder approval. Goliath Gold will focus on the development of the Megamine assets, allowing Gold One to focus on its stated strategy of developing shallow, low technical risk projects such as Ventersburg. The independent concept study completed on Ventersburg early in 2010 identified that, for a successful outcome of the pre-feasibility study, Ventersburg required an indicated resource of at least 2 million ounces. I am pleased to advise that this was successfully accomplished through further exploration drilling during 2010. Ventersburg`s 2.45 million ounce indicated resource will strongly underpin the project`s pre-feasibility study, which is due to be completed during the first quarter of 2011. And finally, the major overhang and biggest uncertainty facing Gold One in 2010 was the refinancing of the company`s US$ 62 million convertible bonds due in 2012. Over the course of 2010, the company had been negotiating with two banks to put in place a facility that would cover the potential liability that the company`s convertible bondholders presented in the form of the bondholders` December 2010 once-off put option. This once-off put would have allowed bondholders to request US$ 62 million of cash back in return for their bonds and could have had a considerable negative impact on the company. While Gold One did manage to secure an approved credit facility in October 2010 to cover the whole put, the bondholders decided in November 2010 that they would not put their bonds. This reflected the bondholders` clear recognition of the underlying value of the Gold One equity as well as of the solid fundamentals of the company. OUTLOOK The year 2011 is set to be all about growth. Having focused on creating a sustainable and strong production platform at Modder East during 2010, and increasing both the size and quality of our resources, the company is well positioned for both production and organic growth in 2011. The company has also increased its management capacity, aimed at better evaluating external opportunities in gold as well as in other precious metals. It was a further milestone to provide our first earnings guidance of US$ 59 million for the 2011 financial year in late 2010. I believe that the foundations established during 2010 have successfully positioned the company to achieve this, based on our expectations for 2011. Neal Froneman Chief Executive Officer and President 28 February 2011 DIRECTORS The directors of Gold One during the whole of the financial year and up to the date of the annual report are as follows: Date of Director appointment Nationality Independence Mark K Wheatley 10 July 2006 Australian Independent Neal J Froneman 14 April 2009 South African Executive Christopher D Chadwick 25 May 2009 South African Executive Barry E Davison 25 May 2009 South African Independent Kenneth V Dicks 25 May 2009 South African Independent William B Harris 25 May 2009 American Independent Sandile Swana 25 May 2009 South African Not independent Kenneth J Winters 2 August 2005 Australian Independent For the full directors` report please see pages 22 to 39 of the annual report available on www.gold1.co.za PRINCIPLE ACTIVITIES AND NATURE OF OPERATIONS Gold One is an Australian and African gold miner with a primary listing on the ASX and a secondary listing on the JSE (issuer code "GDO"). Gold One`s ADRs are also traded in the United States, in the over the counter market, under the ticker "GLDZY", where each ADR represents 10 ordinary shares. The financial statements reflect the progress of Gold One since declaring commercial production at the Modder East mine and its pursuit of both internal growth through existing exploration projects and external growth through corporate activity. The operating results and state of affairs of the group are fully set out in the financial report and are characterised by gold sales, related production costs, interest paid on the convertible bonds, and the non- cash adjustment for the fair value revaluation of the convertible bonds. The financial report covers the financial statements for the consolidated entity consisting of Gold One and its subsidiaries. The financial report is presented in Australian Dollars. The full annual report has been released on the ASX Company Announcements platform (www.asx.com.au) and is also available on the company`s website hosted at www.gold1.co.za. The annual report is expected to be posted to shareholders who have requested that hard copies be posted to them, on or about 28 February 2011. COMPANY REVIEW Gold One is an ASX and JSE listed gold producer focused on developing and mining low technical risk, high margin precious metal resources in mining friendly jurisdictions. Gold One was created on 18 May 2009 via the inward listing of Gold One - formerly BMA Gold - on the JSE and the subsequent acquisition by Gold One of all the issued ordinary shares in Aflease Gold by way of a scheme of arrangement. Key Company data Exchange listings Primary ASX listing and secondary JSE listing Issuer code GDO Shares in issue 807.08 million as at 25 February 2011 Share price A$ 0.345 as at 25 February 2011 Market cap (Undiluted) A$ 278 million Options in issue* 88.6 million Cash and gold receivables A$ 11.353 million Convertible bonds** US$ 62.9 million as at 13 December 2010 Bank debt / Hedging Nil * Includes 6,561,956 listed 2012 options at a strike price A$ 0.50. ** Unless previously redeemed or converted, the 501 bonds will be redeemed on 13 December 2012 at US$ 130,760.91 per bond. The bonds can be converted at any time up to maturity into ordinary shares. The current conversion price is US$ 0.38 per share. In December 2009, Gold One transitioned from a gold explorer and developer to a gold producer with the declaration of commercial production at the company`s flagship Modder East mine. The company`s status on the ASX was amended in June 2010 from a mining exploration company to a mining production company. During 2010, a total of 66,445 ounces of gold was produced, primarily from Modder East. Gold One also operates a training centre from the nearby Sub Nigel mine, where personnel and mining teams are trained underground before being recruited for Modder East. In 2010 the training centre contributed a total of 3,980 ounces of gold to the total annual production. 2010 Performance 2010 2009 Annual gold production 66,445 ounces 17,040 ounces Annual Lost-Time Injury Frequency Rate (per 200 000 hours) 0.48 LTIFR 1.14 LTIFR Annual exploration expenditure A$4.113 million A$3.885 million Annual external capital raised Nil A$37.5 million Average realised gold price per ounce US$1,252 per ounce US$1,033 per ounce Net profit / (loss) after tax A$ 14.593 million A$ (26.070) million Cash generated from / (used by) operations A$ 35.834 million A$ (12.224) million Group free cash flow* A$ 2.766 million A$ (63.051) million Modder East cash cost** US$ 484 per ounce US$ 593 per ounce Modder East total cost*** US$ 686 per ounce US$ 686 per ounce * Group free cash flow refers to cash available from group operations before interest charges and taxation. ** Cash cost refers to all costs directly associated with mining activities, mine administration, processing and refining. *** Total cost refers to the sum of cash costs, depreciation and royalties. Capital expenditure, finance costs and corporate costs are excluded from total cost. 2010 Highlights 5 February Primary JSE listing is amended to a secondary listing 8 March Gold One is added to the ASX All Ordinary Index 22 April Three-year wage agreement concluded with the South African National Union of Mineworkers, marking the end of the five- week strike 13 May Modder East pours its first tonne of gold 18 May Modder East is officially opened 7 October Credit approval received for a US$ 65 million loan facility to finance the company`s convertible bondholders` December 2010 once-off put option
11 October Megamine resource increased by 115% to 86.17 million tonnes at 4.57 grams per tonne for 12.65 million ounces of gold* 13 October Planned formation of Goliath Gold is announced - a vehicle to develop Gold One`s medium-depth assets, to be formed out
of Gold One`s reverse takeover of investment holding company White Water Resources 15 November Convertible bondholders confirm that none plan to exercise their December 2012 once-off put option
7 December Ventersburg indicated resource increased by 70% to 20.42 million tonnes at 3.70 grams per tonne for 2.45 million ounces of gold** 15 December Modder East resources and reserves increased by 18% and 13% respectively, extending Modder East life of mine by five years to 2022*** * Refer to detailed resource table on page 17 of the annual report available on www.gold1.co.za ** Refer to detailed resource table on page 18 of the annual report available on www.gold1.co.za *** Refer to detailed resource and reserve tables on pages 13 and 14 of the annual report available on www.gold1.co.za For the full company review please see pages 8 to 21 of the annual report available on www.gold1.co.za AUDITOR`S REPORT The consolidated audited financial statements for the period ended 31 December 2010 contained in the financial report have been audited by PricewaterhouseCoopers. The auditor`s unqualified audit report is available for inspection at the company`s registered and representative offices. The financial report has been prepared in accordance with the Corporations Act 2001 and is in compliance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001, and with International Financial Reporting Standards. THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2010 Note Group Group
2010 2009 A$`000 A$`000 Revenue from gold sales 89,329 7,041 Cost of sales 5 (53,232) (3,284) Gross profit 36,094 3,757 Other income 431 22 General and administrative expenditure 6 (15,098) (17,574) Fair value adjustment on financial liability 20 9,259 411 Other expenses 7 (1,729) (7,396) Exploration and pre-feasibility expenditure (4,009) (3,885) Operating profit/ (loss) before finance costs 24,948 (24,665) Finance income 558 1,822 Finance costs 8 (6,158) (7,958) 0 Profit/ (Loss) before taxation 19,348 (30,801) Income tax 9 (4,755) 4,731 Profit/ (Loss) for the year 14,593 (26,070) Other comprehensive income, net of tax: (loss)/income: Currency translation differences on foreign operations 10 (1,600) (6,993) Total comprehensive income/(loss) for the 12,993 (33,063) year Profit/ (Loss) for the year attributable to: Owners of the Parent 14,593 (26,070) Total comprehensive income/(loss) attributable to: Owners of the Parent 12,993 (33,063) Earnings/(loss)per share: Basic and diluted earnings/ (loss) per share 25 0.02 (0.04) (A$) Headline earnings / loss for the period is the profit and / or loss per period adjusted for profits and / or losses attributable to once-off expenses and capital gains or losses. The disclosure of headline earnings / loss per share is a requirement of the JSE. Group Group 2010 2009
Headline earnings/ (loss) per share (A$) 0.02 (0.03) Calculated based on: Weighted average number of fully paid ordinary 806,875,987 645,254,632 shares Headline earnings/ (loss) for the period (A$ 14,740 (21,089) `000) Reconciliation of basic and headline earnings/ (loss) for the period (A$ `000) Profit/ (Loss) for the period (A$ `000) 14,593 (26,070) Impairment of assets 148 5,226 Gain on sale of assets (1) (245) Headline loss for the year 14,740 (21,089) The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes set out in the annual report available on www.gold1.co.za CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2010 Note Group Group 31 Dec 31 Dec 2010 2009 A$`000 A$`000
ASSETS Current assets Cash and cash equivalents 11 4,501 11,259 Trade and other receivables 12 9,470 10,982 Inventories 13 2,313 2,244 Taxation receivable 286 - 16,570 24,485 Non-current assets Receivables 14 18 18 Held-to-maturity investments 15 1,518 1,293 Property, plant and equipment 16 160,173 142,323 Deferred tax assets 17 4,802 - 166,511 143,634 Total assets 183,081 168,119 LIABILITIES Current liabilities Trade payables 18 12,181 10,340 Accruals 19 2,031 1,597 Financial liabilities designated at fair value 20 - 80,293 14,212 92,230
Non-current liabilities Financial liabilities designated at fair value 20 66,593 - Deferred tax liability 17 9,553 - Provisions 21 3,268 3,021 79,414 3,021 Total liabilities 93,626 95,251 NET ASSETS 89,455 72,868
EQUITY Contributed Equity 22 130,782 130,215 Reserves 23 (2,301) (3,728) Accumulated loss 23 (39,026) (53,619) Capital and reserves attributable to owners of Gold One 89,455 72,868 The above consolidated statement of financial position should be read in conjunction with the accompanying notes set out in the annual report available on www.gold1.co.za CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2010 Contributed Reserves Accumulated Total
Equity Loss Equity A$`000 A$`000 A$`000 A$`000 Balance at 01 January 2009 66,179 (188) (27,549) 38,442 Total comprehensive loss for the year - (6,993) (26,070) (33,063) Transactions with owners in their capacity as owners Contributions of equity net of transaction costs 56,667 - - 56,667 Shares issued on acquisition 7,355 - - 7,355 Employee share options 14 3,453 - 3,467 Total changes 64,036 (3,540) (26,070) 34,426 Balance at 31 December 2009 130,215 (3,728) (53,619) 72,868 Total comprehensive income for the year - (1,600) 14,593 12,993 Transactions with owners in their capacity as owners Contributions of equity net of transaction costs 148 - - 148 Employee share options 419 3,027 - 3,446 Total changes 567 1,427 14,593 16,587 Balance as at 31 December 130,782 (2,301) (39,026) 89,455 2010 Note 22 10&23 10&23 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes set out in the annual report available on www.gold1.co.za CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2010 Note Group Group 31 Dec 31 Dec 2010 2009 A$`000 A$`000
Cash flows from operating activities Receipts from customers 86,104 7,041 Cash paid to suppliers and employees (50,270) (19,265) Cash generated from/ (used by) operations 35,834 (12,224) Finance income 558 1,822 Finance costs (5,648) (7,265) Income taxes paid 28 (94) (147) Net cash inflow/ outflow from operating activities 27 30,650 (17,814) Cash flows from investing activities Payments for property, plant and equipment 16 (34,311) (51,331) Proceeds from sale of property, plant and equipment 1,243 504 Increase in investments (148) (150) Increase in deposits - (300) Net cash outflow from investing activities (33,216) (51,277) Cash flows from financing activities Proceeds from issue of shares net of transaction costs 22 567 55,447 Repayment of financial liabilities designated at fair value (4,695) (13,481) Net cash (outflow)/ inflow from financing activities (4,128) 41,966
Net decrease in cash and cash equivalents (6,694) (27,125) Cash at beginning of the financial year 11,259 39,254 Effects of exchange rate changes on cash and cash equivalents (64) (870) Cash and cash equivalents at end of year 11 4,501 11,259 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes set out in the annual report available on www.gold1.co.za NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2010 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Gold One and its subsidiaries. On 18 May 2009, Gold One, a company incorporated in Australia and listed on the ASX, inward listed on the JSE and on 25 May 2009 acquired all the issued ordinary shares in Gold One Africa Limited (Gold One Africa) (formerly Aflease Gold Limited) (refer note 32). This transaction is accounted for as a reverse acquisition in accordance with the policy set out in note 1.2. 1.1 BASIS OF PREPARATION These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board ("AASB"), Urgent Issues Group Interpretations and the Corporations Act 2001. COMPLIANCE WITH IFRS The financial statements of Gold One also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). HISTORICAL COST CONVENTION These financial statements have been prepared under the historical cost convention, as modified by the financial assets and liabilities (including derivative instruments) at fair value through profit or loss. PARENT ENTITY FINANCIAL INFORMATION Following the changes made to the Corporations Act 2001 and the Corporations Regulations 2010 in June 2010, financial statements of entities that are the parent entity in the group no longer need to include a complete set of financial statements for the separate entity. The group has applied this change from 1 January 2010. Refer to note 36 for more details on parent entity information. The financial statements for the parent entity, Gold One, disclosed in note 36, has been prepared on the same basis as for the consolidated financial statements, except as set out below: Investment in subsidiaries, associates and joint venture entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Gold One. Dividends received from associates are recognised in the parent entity`s profit or loss, rather than being deducted from the carrying amount of these investments. PRESENTATION OF FINANCIAL STATEMENTS The September 2007 revised AASB 1010 requires the separate presentation of a statement of comprehensive income and a statement of changes in equity, but will not affect any of the amounts recognised in the financial statements. All non-owner changes in equity must now be presented in the statement of comprehensive income. As a consequence, the group had to change the presentation of its financial statements. If an entity has made a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third statement of financial position, this one being as at the beginning of the comparative period. The group has applied the revised standard from 1 January 2009. CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with the Australian- equivalent to International Financial Reporting Standards ("AIFRS") requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group`s accounting policies. 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 of the notes to the financial statements. 1.2 PRINCIPLES OF CONSOLIDATION SUBSIDIARIES The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Gold One ("company" or "parent entity") as at 31 December 2010 and the results of all subsidiaries for the year then ended. Gold One and its subsidiaries together are referred to in these financial statements as the group or the consolidated entity. Control exists when the group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights of an entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. The results of subsidiaries are included in the consolidated financial statements from the effective date of acquisition to the effective date of disposal, and are no longer consolidated from the date that control ceases. Adjustments are made when necessary to the financial statements of subsidiaries to bring their accounting policies in line with those of the group. Intercompany transactions, balances, and unrealised gains on transactions between group companies are eliminated in full on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment 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 in the net assets of consolidated subsidiaries are identified and recognised separately from the group`s interest therein, and are recognised within equity. Losses of subsidiaries attributable to non-controlling interests are allocated to non-controlling interest even if this results in a debit balance being recognised for non- controlling interest. Transactions which result in changes in ownership levels, where the group has control of the subsidiary both before and after the transaction, are regarded as equity transactions and are recognised directly in the consolidated statement of changes in equity. The difference between the fair value of the consideration paid or received and the movement in non-controlling interest for the transactions is recognised in equity attributable to the owners of the parent. Where a subsidiary is disposed of and a non-controlling shareholding is retained, the remaining investment is measured to fair value with the adjustment to fair value recognised in profit or loss as part of the gain or loss on disposal of the controlling interest. BUSINESS COMBINATION A business combination is a transaction or other event in which an acquirer obtains control of one or more subsidiaries. An acquirer shall be identified for all business combinations. The acquirer is the combining entity that obtains control of the other combining entities or businesses. The group accounts for business combinations using the acquisition method of accounting. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed and equity instruments issued at the date of exchange, plus costs directly attributable to the business combination. A reverse acquisition occurs when the acquirer is the entity whose equity interests have been acquired and the issuing entity is the acquiree. This might be the case when a private entity arranges to have itself "acquired" by a smaller public entity as a means of obtaining a stock exchange listing. Although legally the issuing entity is regarded as the parent and the private entity is regarded as the subsidiary, the legal subsidiary is the acquirer if it has the power to govern the financial and operating policies of the legal parent so as to obtain benefits from its activities. The cost of the business combination in Gold One`s reverse acquisition in the prior year is deemed to have been incurred by the legal subsidiary, Gold One Africa, in the form of equity instruments issued to the owners of the legal parent, Gold One. The published price of the equity instruments of the acquirer is used to determine the cost of the combination, and a calculation shall be made to determine the number of equity instruments the acquirer would have to issue to provide the same percentage ownership interest of the combined entity to the owners / shareholders of the acquirer as they have in the combined entity as a result of the reverse acquisition. The acquisition- date fair value of the consideration transferred has been determined by reference to the fair value of the issued shares of Gold One immediately prior to the business combination. Reverse acquisition accounting applies only to the consolidated financial statements. 1.3 SEGMENT INFORMATION Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as the Executive Committee that makes strategic decisions. 1.4 TRANSLATION OF FOREIGN CURRENCIES FUNCTIONAL AND PRESENTATION CURRENCY Items included in the financial statements of each entity in the group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity ("the functional currency"). The consolidated financial statements are presented in Australian Dollar ("A$"), which is the group`s presentation currency. The functional currency of the company and its subsidiaries is the South African Rand ("ZAR"). TRANSACTIONS AND BALANCES A foreign currency transaction is recorded in ZAR on initial recognition by applying the spot exchange rate in ZAR at the date of the transaction. At the end of the reporting period: - Foreign currency monetary items are translated using the closing rate; - Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction; and - Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognised in profit or loss in the period in which they arise. Exchange differences on assets and liabilities carried at fair value are reported as a fair value gain or loss. When a gain or loss on non-monetary items, such as equities classified as available-for-sale financial assets, is recognised to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognised to other comprehensive income and accumulated in equity. When a gain or loss on non-monetary items, such as equities held at fair value through profit or loss, is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss. Cash flows arising from transactions in a foreign currency are recorded in Rands by applying to the foreign currency amount the exchange rate between the Rand and the foreign currency at the date of the cash flow. GROUP COMPANIES The results and financial position of all 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 consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of financial position; - Income and expenses for each item of profit or loss are translated at average exchange rates (unless this 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 recognised to other comprehensive income. On consolidation, exchange differences arising on a monetary item that forms part of a net investment in a foreign operation and of borrowings and other financial instruments designated as hedges of such investments, are recognised initially to other comprehensive income. They are recognised in profit or loss as a reclassification adjustment to other comprehensive income on disposal of the net investment. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are recognised in the consolidated statement of comprehensive income, as part of the profit or loss on sale where applicable. 1.5 COMPARATIVE FIGURES Share based payment expense was previously included in other expenses in the consolidated statement of comprehensive income. In the current year the share based payment expense amount was reclassified and disclosed as part of salaries and employee benefit expenses under general and administrative expenditure in the consolidated statement of comprehensive income. The unwinding of the discount on the asset retirement obligation was previously included in cost of sales in the consolidated statement of comprehensive income. In the current year the unwinding of the discount on the asset retirement obligation was reclassified and disclosed as part of finance costs in the consolidated statement of comprehensive income. Finance income was previously included in revenue in the consolidated statement of comprehensive income. In the current year the finance income amount was reclassified and disclosed as a separate line item in the consolidated statement of comprehensive income. Funds in trust refers to an ongoing dispute with Grinaker-LTA Mining. Funds in trust was previously included in restricted cash as part of cash and cash equivalents in the consolidated statement of financial position. In the current year the funds in trust amount was reclassified and disclosed as part of trade and other receivables in the consolidated statement of financial position. The correction of the classifications resulted in adjustments as follows: Consolidated Statement of Comprehensive Income Group Group 31 Dec 31 Dec 2010 2009
A$`000 A$`000 Share based payment reclassification General and administrative expenditure - Salaries and (3,104) (3,451) employee benefit expenses Other expenses - Share based payment expense 3,104 3,451 Unwinding of discount on asset retirement obligation reclassification Cost of sales 256 694 Finance costs (256) (694)
Finance income Revenue (558) (1,822) Finance income 558 1,822
Consolidated Statement of Financial Position Restricted cash Cash and cash equivalents (3,951) (4,009) Trade and other receivables 3,951 4,009 1.6 PROPERTY, PLANT AND EQUIPMENT 1.6.1 MINING ASSETS i) MINE DEVELOPMENT AND PLANT FACILITIES Mine development and plant facilities costs are capitalised to the extent that they provide access to ore bodies and have future economic benefit. These costs include the purchase price (including duties and non-refundable taxes) of assets used in the construction of the mine, costs directly related to develop the mine asset for its intended use and the present value of the initial estimate of future costs of decommission and land restoration. Other costs capitalised to the asset are direct costs incurred in the development of the mine and plant and indirect costs that can be directly attributable to the development of the mine and plant. Depreciation of other assets used in the development of the mine and plant, and, borrowing costs directly attributable to the development of the mine and plant are also capitalised. All mine and plant start-up costs and incidental income earned during development are capitalised. The above costs are capitalised until the ore body is available for intended use, at which time the asset is depreciated and further costs are expensed. Mine assets are initially recorded at cost, whereafter they are measured at cost less accumulated depreciation and accumulated impairment losses. ii) MINING EXPLORATION Exploration costs are expensed as incurred. When there is a high degree of confidence in the project`s viability and it is probable that the project will return future economic benefits to the group, all further pre-production expenditure is capitalised. These costs include evaluation costs. iii) UNDEVELOPED PROPERTIES Undeveloped properties include Land as well as Mineral and surface rights. Land is measured at cost and is not depreciated. Mineral and surface rights are recorded at cost of acquisition. Capitalised expenditure on undeveloped properties is reviewed for impairment at each reporting date. In the case of undeveloped properties, there may be only inferred resources to form a basis for the impairment review. When there is little likelihood of mineral rights being exploited, or the value of mineral rights have diminished below cost, an impairment loss is recognised against income in the period that such determination is made. Subsequent recovery of the resulting carrying value depends on successful development of the area of interest or sale of the project. If a project does not prove viable, all irrecoverable costs associated with the project are written off. iv) DEPRECIATION OF MINING ASSETS Depreciation of mine development costs and plant facilities and mineral and surface rights is computed principally by the units of production method based on estimated proven and probable reserves. To the extent that these costs benefit a portion of the entire ore body, the Buckshot Pyrite Leader Zone ("BPLZ"), they are depreciated over the expected useful lives of the mineral reserves. Depreciation is first charged on mining ventures from the date on which the mining ventures are available for intended use. Changes in depreciation as a result of changes in reserve estimates are made prospectively. 1.6.2 OTHER PLANT AND EQUIPMENT Other plant and equipment include motor vehicles and computer and office equipment. Other plant and equipment are shown at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure directly attributable to the acquisition of the items. Subsequent costs are included in the asset`s carrying amount or recognised as a separate asset, as appropriate, 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. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. These assets are depreciated on the straight-line basis to allocate their cost to their residual values over their estimated useful lives as follows: Item Average useful life Motor vehicles 3 - 10 years Office equipment 3 - 10 years Computer equipment 3 years The residual value, useful life and depreciation method of each asset are reviewed and adjusted as appropriate at the end of each reporting period. If the expectations differ from previous estimates, the change is accounted for as a change in accounting estimate. The asset`s carrying amount is written down immediately to its recoverable amount if the asset`s carrying amount is greater than its estimated recoverable amount. The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset. Gains and losses arising from the derecognition and / or disposal of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item. 1.7 GOODWILL The costs of acquisition are allocated to the fair value of assets and liabilities of the acquiree. The excess of the cost of acquisition over fair value is recorded as goodwill. If the fair value of assets and liabilities exceed the cost of acquisition, the cost will be reassessed and then recorded in profit or loss in the consolidated statement of comprehensive income. Deferred tax on the difference between the fair value and carrying value of assets and liabilities are considered and accounted for. Goodwill was fully impaired in 2009. 1.8 INVESTMENTS AND OTHER FINANCIAL ASSETS CLASSIFICATION The group classifies financial assets and liabilities into the following categories: - Financial assets at fair value through profit or loss; - Held-to-maturity investments; - Loans and receivables; and - Available-for-sale financial assets and liabilities. Classification depends on the purpose for which the investment and financial assets were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at each reporting date. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS Financial assets and liabilities at fair value through profit or loss are classified as financial assets and liabilities held for trading. A financial asset or liability is classified in this category if acquired principally for the purpose of selling in the short term. The group has had short-term investments classified in this category. A financial asset or liability may be designated at fair value through profit or loss at initial recognition if it contains one or more embedded derivatives. The group has designated the convertible bonds as a financial liability at fair value through profit or loss. HELD-TO-MATURITY FINANCIAL ASSETS Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the group`s management has the positive intention and ability to hold to maturity. If the group were to sell other than an insignificant amount of held-to-maturity financial assets, the whole category would be tainted and reclassified as available-for-sale. Held- to-maturity financial assets are included in non-current assets, except for those with maturities less than 12 months from the reporting date, which are classified as current assets. The group has long term investments which are classified in this category. LOANS AND RECEIVABLES Loans and receivables are non-derivative financial assets and liabilities with fixed or determinable payments that are not quoted in an active market. They are included in current assets or liabilities, except for maturities greater than 12 months after the reporting date. These are classified as noncurrent assets or liabilities. The group`s loans and receivables comprise trade and other receivables, cash and cash equivalents and trade and other payables in the consolidated statement of financial position. AVAILABLE-FOR-SALE FINANCIAL ASSETS AND LIABILITIES Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date. RECOGNITION OF DEFERRED DAY ONE PROFIT AND LOSS The group has issued a convertible bond, which will mature 5 years after issue, where fair value is determined using valuation models for which not all inputs are market observable prices or rates. The convertible bond was initially recognised at the transaction price. The difference between the transaction price and the model value, commonly referred to as "day one profit or loss", is not recognised immediately in profit or loss. The timing or recognition of deferred day one profit or loss is determined individually. It is either amortised over the life of the transaction, deferred until the instrument`s fair value can be determined using market observable inputs, or realised through settlement. The financial instrument is subsequently measured at fair value, adjusted for the deferred day one profit or loss over the life of the bond to maturity. Subsequent changes in fair value are recognised immediately in the consolidated statement of comprehensive income without reversal of deferred day one profits and losses. The group has elected to amortise the deferred day one profit or loss over the life of the transaction. The day one loss is carried as part of the fair value of the convertible bond and the amount released to profit or loss is included in the fair value adjustment on the convertible bond. The outstanding day one loss was expensed at the time the bonds were cancelled and re-issued. RECOGNITION AND DERECOGNITION Financial instruments are recognised initially when the group becomes a party to the contractual provisions of the instruments. The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are measured initially at fair value, except for equity investments for which a fair value is not determinable, which are measured at cost and are classified as available-for-sale financial assets. For financial instruments which are not at fair value through profit or loss, transaction costs are included in the initial measurement of the instrument. Transaction costs on financial instruments at fair value through profit or loss are recognised in profit or loss. Financial assets and liabilities are derecognised when the rights to receive cash flows from investments have expired or been transferred and the group has transferred substantially all risks and rewards of ownership. SUBSEQUENT MEASUREMENT Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value being included in profit or loss in the period in which they arise. Net gains or losses on the financial instruments at fair value through profit or loss exclude dividends and interest. Dividend income is recognised in profit or loss as part of other income when the group`s right to receive payment is established. Loans and receivables are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses. Held-to-maturity investments are subsequently measured at amortised cost, using the effective interest method, less accumulated impairment losses. Available-for-sale financial assets are subsequently measured at fair value. This excludes equity investments for which a fair value is not determinable, which are measured at cost less accumulated impairment losses. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated in equity until the asset is disposed of or determined to be impaired. Interest on available-for-sale financial assets calculated using the effective interest method is recognised in profit or loss as part of other income. Dividends received on available-for-sale equity instruments are recognised in profit or loss as part of other income when the group`s right to receive payment is established. Changes in fair value of available-for-sale financial assets denominated in a foreign currency are analysed between translation differences resulting from changes in amortised cost and other changes in the carrying amount. Translation differences on monetary items are recognised in profit or loss, while translation differences on non-monetary items are recognised in other comprehensive income and accumulated in equity. Changes in the fair value of other monetary and non-monetary securities classified as available-forsale are recognised in equity. IMPAIRMENT OF FINANCIAL ASSETS At each reporting date the group assesses all financial assets, other than those at fair value through profit or loss, to determine whether there is objective evidence that a financial asset or group of financial assets has been impaired. For amounts due to the group, significant financial difficulties of the owing entity, probability that it will enter bankruptcy and default of payments are all considered indicators of impairment. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator of impairment. If any such evidence exists for available-for-sale financial assets, the cumulative loss, measured as the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss, is removed from equity as a reclassification adjustment to other comprehensive income and recognised in profit or loss. Impairment losses are recognised in profit or loss. Impairment losses are reversed when an increase in the financial asset`s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the financial asset at the date that the impairment is reversed shall not exceed what the carrying amount would have been had the impairment not been recognised. Reversals of impairment losses are recognised in profit or loss except for equity investments classified as available-for-sale. Impairment losses are also not subsequently reversed for available-for-sale equity investments which are held at cost because fair value was not determinable. Where financial assets are impaired through use of an allowance account, the amount of the loss is recognised in profit or loss within operating expenses. When such assets are written off, the write off is made against the relevant allowance account. Subsequent recoveries of amounts previously written off are credited against operating expenses. 1.9 TRADE RECEIVABLES Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method less provision for impairment. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset`s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in profit or loss within operating expenses. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in the consolidated statement of comprehensive income. 1.10 CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise cash on hand and demand deposits, deposits held at call with financial institutions and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value and bank overdrafts. These are initially and subsequently recorded at fair value. Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of financial position. 1.11 TRADE PAYABLES Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. 1.12 INVENTORIES Inventories are valued at the lower of cost and net realisable value and include bullion stock and spares and consumables. BULLION STOCK (STOCKPILES, GOLD IN PROCESS, ORE IN LEACH TANKS AND PRODUCT INVENTORIES) Costs that are incurred in or benefit the production process are accumulated as stockpiles, gold in process, ore in leach tanks and product inventories. Net realisable value tests are performed at least annually and represent the estimated future sales price of the product based on prevailing spot metal prices at the reporting date, less estimated costs to complete production and bring the product to sale. Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of contained gold ounces based on assay data and the estimated recovery percentage based on the expected processing method. Stockpile tonnages are verified by periodic surveys. Low grade stockpiles are not valued. Gold on hand represents production on hand after the smelting process. Cost is determined based on gold on hand and gold in process, valued using the weighted average cost method. Cost includes production, depreciation and amortisation and related administration costs. SPARES AND CONSUMABLES The cost of spares and consumables include the purchase price, import duties and other taxes, transport, handling and all other costs directly attributable to the acquisition of the spares and consumables. Spares and consumables are valued on the weighted average basis. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. 1.13 CONTRIBUTED EQUITY Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. 1.14 CURRENT AND DEFERRED INCOME TAX CURRENT TAX ASSETS AND LIABILITIES The income tax expense or revenue for the period is the tax payable on the current period`s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. DEFERRED TAX ASSETS AND LIABILITIES A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit / (tax loss). A deferred tax asset is recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that future taxable amounts will be available against which the deductible temporary difference and losses can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction, at the time of the transaction, and affects neither accounting profit nor taxable profit. A deferred tax asset is recognised for the carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balance relate to the same taxation authority. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. 1.15 LEASES OPERATING LEASES - LESSEE A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership. Operating lease payments (net of any incentives received from the lessor) are recognised as an expense on a straight-line basis over the lease term. 1.16 IMPAIRMENT OF NON-FINANCIAL ASSETS The group assesses at the end of the reporting period whether there is any indication that non-financial assets may be impaired. If any such indication exists, the group estimates the recoverable amount of the asset. Irrespective of whether there is any indication of impairment, the group also: - Tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment annually, as it is not subject to amortisation, by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual period and at the same time every period; and - Tests goodwill acquired in a business combination for impairment annually as it is not subject to amortisation. If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit (assets are grouped at the lowest level for which there are separately identifiable cash flows) to which the asset belongs is determined. The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Goodwill acquired in a business combination is, from acquisition date, allocated to each of the cash generating units, or groups of cash-generating units, that are expected to benefit from its synergies. An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for non-financial assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated. The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods. A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss. 1.17 PROVISIONS ASSET RETIREMENT OBLIGATIONS The group recognises the best estimate of the future asset retirement obligation as a liability in the year in which it incurs a legal or constructive obligation associated with the retirement of tangible long-lived assets that results from the acquisition, construction, development, and / or normal use of the assets. The group concurrently recognises a corresponding increase in the carrying amount of the related long-lived asset that is depreciated over the life of the asset. The present value of the asset retirement obligation is reviewed annually using the expected cash flow approach that reflects a range of possible outcomes discounted at credit adjusted risk-free interest rate. The present value is provided for in full, based on disturbance to date, for the estimated future costs of pollution control and rehabilitation, in accordance with environmental and regulatory requirements. Changes in the obligation due to damage caused during the production phase are recognised in profit or loss. Subsequent to the initial measurement, the asset retirement obligation is adjusted at the end of each year to reflect the passage of time and changes in the estimated future cash flows underlying the obligation. Changes in the obligation due to the passage of time are recognised in the consolidated statement of comprehensive income as a financing cost using the discounted cash flow method. Changes in the obligation due to changes in estimated cash flows are recognised as an adjustment to the carrying amount of the long-lived asset that is depreciated over the remaining life of the asset. The rehabilitation asset is amortised over the life of the mine. 1.18 EMPLOYEE BENEFITS WAGES AND SALARIES Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees` services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. SHARE BASED PAYMENTS Share based compensation benefits are provided to employees via the Gold One International Employee Option Plan, Replacement Option Terms and the Gold One International Share Incentive Scheme. The fair value of options granted under the Gold One International Employee Option Plan, Replacement Option Terms and the Gold One International Share Incentive Scheme is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. The fair value at grant date is independently determined using a Binomial option pricing model that takes into account the exercise price, term of the option, impact of dilution, share price at grant date and expected price volatility of the underlying share, expected dividend yield and risk free interest rate for the term of the option. The fair value of the options granted is adjusted to reflect market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Nonmarket vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each reporting date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in other comprehensive income with a corresponding adjustment to equity. TERMINATION BENEFITS Termination benefits are payable when employment is terminated before the normal retirement date, or when 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 of providing termination benefits as a result of an offer made to encourage voluntary redundance. Benefits falling due more than 12 months after reporting date are discounted to present value. 1.19 REVENUE RECOGNITION Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of returns, trade discounts and volume rebates and amounts collected on behalf of third parties, and value added tax. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group`s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. SALE OF GOLD AND SERVICES Gold revenue is recognised when the significant risks and rewards of ownership of the gold has passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery, being when the gold leaves the processing plant and is collected by Rand Refinery. INTEREST INCOME Finance income comprises interest income on funds invested. Interest income is recognised, in profit or loss, on a time proportion basis, taking account of the principal outstanding and the effective interest rate over the period to maturity, when it is determined that such income will accrue to the group. 1.20 EARNINGS OR LOSS PER SHARE BASIC EARNINGS OR LOSS PER SHARE Basic earnings or loss per share is computed by dividing the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares during the year and excluding treasury shares. DILUTED EARNINGS/ LOSS PER SHARE Diluted earnings or loss per share adjusts the figures used in the determination of basic earnings or loss per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. 1.21 FINANCE COSTS Finance costs comprise interest expense on borrowings, financial liabilities designated at fair value through profit or loss and unwinding of the discount on provisions. Foreign currency gains and losses are reported on a net basis. 1.22 ROUNDING The company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the "rounding off" of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with that Class Order to the nearest thousand Australian Dollar, or in certain cases, the nearest Australian Dollar. 1.23 GOODS AND SERVICES TAX ("GST") AND VALUE ADDED TAX ("VAT") Revenues, expenses and assets are recognised net of the amount of associated GST and VAT, unless the GST and VAT incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST and VAT receivable or payable. The net amount of GST and VAT recoverable from, or payable to, the taxation authority is included with other receivables or payables in the consolidated statement of financial position. Cash flows are presented on a gross basis. The GST and VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. 1.24 NEW STANDARDS AND INTERPRETATIONS Certain new accounting standards and interpretations have been published that are not mandatory for the 31 December 2010 reporting period. The group`s assessment of the impact of these new standards and interpretations is set out below: 1.24.1 STANDARDS AND INTERPRETATIONS NOT YET EFFECTIVE AASB INTERPRETATION 19 EXTINGUISHING FINANCIAL LIABILITIES WITH EQUITY INSTRUMENTS AND AASB 2009 - 13 AMENDMENTS TO AUSTRALIAN ACCOUNTING STANDARDS ARISING FROM INTERPRETATION 19 AASB Interpretation 19 clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is extinguished by the debtor issuing its own equity instruments to the creditor (debt for equity swap). It requires a gain or loss to be recognised in profit or loss which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instrument issued. The effective date of the amendment is for years beginning on or after 01 July 2010. The group expects to adopt the amendment for the first time from 01 January 2011. It is unlikely that the amendment will have a material impact on the group`s financial statements, since it is only retrospectively applied from the beginning of the earliest period presented (01 January 2010) and the group has not entered into any debt for equity swaps since that date. REVISED AASB 124 RELATED PARTY DISCLOSURES AND AASB 2009 - 12 AMENDMENTS TO AUSTRALIAN ACCOUNTING STANDARDS In December 2009 the AASB issued as revised AASB 124 Related Party Disclosures. It must be applied retrospectively. The amendment removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities and clarifies and simplifies the definition of a related party. The effective date of the amendment is for years beginning on or after 01 January 2011. The group expects to adopt the amendments for the first time from 01 January 2011. It is unlikely that the amendment will have a material impact on the group as the group does not carry any investments in associates. AASB 9 AND AASB 2009 - 11 AMENDMENTS TO AUSTRALIAN ACCOUNTING STANDARDS ARISING FROM AASB 9 FINANCIAL INSTRUMENTS AASB 9 Financial Instruments addresses the classification and measurement of financial assets and is likely to affect the group`s accounting for its financial assets. The effective date of the amendment is for years beginning on or after 01 January 2013. The group has not yet decided when to adopt AASB 9. The group is unable to reliably estimate the impact of the amendment on the financial statements. However, initial indications are that it may affect the group`s accounting for its available-for-sale financial assets, since AASB 9 only permits the recognition of fair value gains or losses in other comprehensive income if they relate to equity investments that are not held for trading. Fair value gains and losses on available-for-sale investments, for example, will therefore have to be recognised directly in profit or loss. AASB 9 FINANCIAL INSTRUMENTS In December 2010 the AASB issued AASB 9 Financial Instruments. The objective of this standard is to establish principles for the financial reporting of financial assets and financial liabilities that will present relevant and useful information to users of financial statements for their assessment of the amounts, timing and uncertainty of an entity`s future cash flows. The company must apply this standard to all items within the scope of AASB 139 Financial Instruments: Recognition and Measurement. The company must, upon initial recognition, recognise a financial asset or a financial liability in its statement of financial position when, and only when, the entity becomes party to the contractual provisions of the instruments. When an entity first recognises a financial asset, it shall classify it in accordance with the requirements set-out in the standard and measure it in accordance with the same requirements. When a company first recognises a financial liability, it shall classify it in accordance with the requirements of this standard. A regular way purchase or sale of financial assets shall be recognised and derecognised, as applicable, using trade date accounting or settlement date accounting. The effective date of the standard is for years beginning on or after 01 January 2013 and early adoption is permitted. However, if the company elects to apply this standard early and has not already applied AASB 9 Financial Instruments issued in December 2009, it must apply all of the requirements in this standard at the same time. The company must also disclose that it chose early adoption and at the same time apply the amendments in AASB 2010 - 7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010). The group has not yet decided when to adopt AASB 9. AASB 2010 - 3 AMENDMENTS TO AUSTRALIAN ACCOUNTING STANDARDS ARISING FROM THE ANNUAL IMPROVEMENTS PROJECT (AASBS 3, 7, 121, 128, 131, 132 & 139) The objective of this standard is to make amendments to AASB 3 Business Combinations (Measurement of non-controlling interests, Unreplaced and voluntarily replaced share-based payments awards and Transition requirements for contingent consideration from a business combination that occurred before the effective date of the revised AASB 3 (2008)), AASB 7 Financial Instruments: Disclosures (Transition requirements for contingent consideration from a business combination that occurred before the effective date of the revised AASB 3 (2008)), AASB 121 The Effects of Changes in Foreign Exchange Rates (Transition requirements for amendments arising as a result of AASB 127 Consolidated and Separate Financial Statements), AASB 128 Investments in Associates (Transition requirements for amendments arising as a result of AASB 127 Consolidated and Separate Financial Statements), AASB 131 Interests in Joint Ventures (Transition requirements for amendments arising as a result of AASB 127 Consolidated and Separate Financial Statements), AASB 132 Financial Instruments: Presentation (Transition requirements for contingent consideration from a business combination that occurred before the effective date of the revised AASB 3 (2008))and AASB 139 Financial Instruments: Recognition and Measurement (Transition requirements for contingent consideration from a business combination that occurred before the effective date of the revised AASB 3 (2008))as a consequence of the annual improvements project. The effective date of the amendment is for years beginning on or after 01 July 2010. The group will adopt the amendment for the first time in the 2011 financial statements. AASB 2010 - 4 FURTHER AMENDMENTS TO AUSTRALIAN ACCOUNTING STANDARDS ARISING FROM THE ANNUAL IMPROVEMENTS PROJECT (AASBS 1, 7, 101 & 134 AND INTERPRETATION 13) The objective of this standard is to make amendments to AASB 1 First-time Adoption of Australian Accounting Standards (Accounting policy changes in the year of adoption, Revaluation basis as deemed cost and Use of deemed cost for operations subject to rate regulation), AASB 7 Financial Instruments: Disclosures (Clarification of disclosures), AASB 101 Presentation of Financial Statements (Clarification of statement of changes in equity), AASB 134 Interim Financial Reporting(Significant events and transactions) and Interpretation 13 Customer Loyalty Programmes (Fair value of award credits) as a consequence of the annual improvement project. The effective date of the amendment is for years beginning on or after 01 January 2011. The group will adopt the amendment for the first time in the 2011 financial statements. AMENDMENTS TO AASB 7 DISCLOSURES TRANSFERS OF FINANCIAL ASSETS The amendments introduce new disclosure requirements about transfers of financial assets including disclosures for: financial assets that are not derecognised in their entirety and financial assets that are derecognised in their entirety, but for which the entity retains continuing involvement. The effective date of the amendment is for annual reporting periods beginning on or after 01 July 2011. The group will adopt the amendment for the first time in the 2012 financial statements. 1.24.2 STANDARDS AND INTERPRETATIONS EARLY ADOPTED The group has chosen not to early adopt any of the new standards and interpretations. 1.24.3 STANDARDS AND INTERPRETATIONS EFFECTIVE AND ADOPTED IN THE CURRENT YEAR In the current year, the group has adopted the following standards and interpretations that are effective for the current financial year and that are relevant to its operations: AASB 2009 - 10 AMENDMENTS TO AUSTRALIAN ACCOUNTING STANDARDS: AASB 132 CLASSIFICATION OF RIGHTS ISSUES In October 2009 the AASB issued an amendment to AASB 132 Financial Instruments: Presentation, which addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. Provided certain conditions are met, such rights issues are not classified as equity regardless of the currency in which the exercise price is denominated. Previously these issues had to be accounted for as derivative liabilities. The amendment must be applied retrospectively in accordance with AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors. The effective date of the amendment is for years beginning on or after 01 February 2010. The group has adopted the amendment for the first time in the 2010 financial statements. AASB 2009 - 8 AMENDMENTS TO AUSTRALIAN ACCOUNTING STANDARDS: AMENDMENTS TO AASB 2 GROUP CASH-SETTLED SHARE-BASED PAYMENT TRANSACTIONS The amendments made by the AASB to AASB 2 confirm that an entity receiving goods or services in a group share-based payment arrangement must recognise an expense for those goods or services regardless of which entity in the group settles the transaction or whether the transaction is settled in shares or cash. They also clarify how the group share-based payment arrangement should be measured, that is, whether it is measured as an equity- or a cash-settled transaction. The group will apply these amendments retrospectively. The effective date of the amendment is for years beginning on or after 01 January 2010. The group has adopted the amendment for the first time in the 2010 financial statements. For the full set of notes please see pages 54 to 102 of the annual report available on www.gold1.co.za On behalf of the Board Neal Froneman Christopher Chadwick Chief Executive Officer Chief Financial Officer 28 February 2010 Johannesburg, South Africa JSE SPONSOR Macquarie First South Advisers (Pty) Limited CORPORATE DIRECTORY Australia South Africa Registration ABN 35 094 265 746 2009/000032/10 Number Registered Level 3 First Floor, 45 Empire Road Office 100 Mount Street Parktown North Sydney NSW 2060 Gauteng 2193
Telephone: +612 9963 6400 Telephone: + 27 11 726 1047 Facsimile: +612 9963 6499 Facsimile: + 27 11 726 1087 Board of Non-Executive Directors Directors Mark K Wheatley (Chairman) Barry E Davison Kenneth V Dicks William B Harris
Sandile Swana Kenneth J Winters Executive Directors Neal J Froneman (Chief Executive Officer)
Christopher D Chadwick (Chief Financial Officer) Secretaries Kellie M Pickering Pierre B Kruger
Auditors PricewaterhouseCoopers Darling Park Tower 2 201 Sussex Street Sydney NSW 2000
Share Registries Limited Computershare Investor Registries 28 Margaret Street Services (Proprietary) Limited Sydney NSW 2000 70 Marshall Street
Telephone: +612 9290 9600 Johannesburg 2001 Facsimile: +612 9279 0664 Telephone: +27 11 370 5000 Facsimile: +27 11 370 5220
Solicitors Blake Dawson Edward Nathan Sonnenbergs 2 The Esplanade 1 North Wharf Square Perth WA 6000 Loop Street Foreshore
Cape Town 8001 Bankers Commonwealth Bank of ABSA Bank Limited Australia Corporate Banking
Institutional Banking 15 Alice Lane Level 22, Darling Park Sandton Tower 1 2196 201 Sussex Street
Sydney NSW 2000 Trustee for Deutsche Trustee Company Limited Bondholders Winchester House 1 Great Winchester Street London EC2N 2DB
Stock Primary Listing Secondary Listing Exchange Australian Securities Johannesburg Stock Exchange Listings Exchange JSE Limited ("JSE") ASX Limited ("ASX") One Exchange Square
20 Bridge Street Gwen Lane, Sandton 2196 Sydney NSW 2000 Ticker: GDO Ticker: GDO
American OTCQX International Depository Ticker: GLDZY Receipts Level 1 ADR Sponsor ("ADRs") The Bank of New York Mellon Depository Receipts Division 101 Barclay Street, 22nd Floor New York 102386 USA Website Address www.gold1.co.za
Website www.gold1.co.za address About Gold One Gold One is a gold producer listed on the financial markets operated by the ASX Limited and the JSE Limited, issuer code GDO. Its flagship operation is the newly built shallow Modder East mine on the East Rand, some 30 kilometres from Johannesburg. Modder East is the first new mine to be built in the region in 28 years and distinguishes itself from most of the other gold mines in South Africa owing to its shallow nature (300 metres to 500 metres below surface). To date Modder East has provided direct employment opportunities for over 1 100 people. Gold One also owns the nearby existing Sub Nigel mine, which is used primarily as a training centre in the build-up of Modder East to full production. Gold One`s other projects and targets include Ventersburg in the Free State Goldfields, the Tulo concession in Mozambique and the Etendeka greenfield project in Namibia. Gold One has an issued share capital of 807 080 905 shares. Forward-Looking Statement This release includes certain forward-looking statements and forward-looking information. All statements other than statements of historical fact included in this release including, without limitation, statements regarding future plans and objectives of Gold One International Limited are forward-looking statements (or forward-looking information) that involve various risks, assumptions and uncertainties. There can be no assurance that such statements will prove to be accurate and actual values, results and future events could differ materially from those anticipated in such statements. Important factors could cause actual results to differ materially from Gold One`s expectations. Such factors include, among others: the actual results of exploration activities; actual results of reclamation activities; the estimation or realisation of mineral reserves and resources; the timing and amount of estimated future production; costs of production; capital expenditures; costs and timing of the development of Modder East and new deposits; availability of capital required to place Gold One`s properties into production; the ability to obtain or maintain a listing in South Africa, Australia, Europe or North America; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other commodities; possible variations in ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, economic and financial market conditions; political risks; Gold One`s hedging practices; currency fluctuations; title disputes or claims limitations on insurance coverage. Although Gold One has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Any forward-looking statements in this release speak only at the time of issue. There can be no assurance that such statements will prove to be accurate as actual values, results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Gold One does not undertake to update any forward-looking statements that are included herein, or revise any changes in events, conditions or circumstances on which any such statement is based, except in accordance with applicable securities laws and stock exchange listing requirements. Competent Person`s Statement Competent Person The information in this report that relates to exploration results, mineral resources or ore reserves is based on information compiled by Dr Richard Stewart, who has a doctorate in geology and who is a professional natural scientist registered with the South African Council for Natural Scientific Professions ("SACNASP"), membership number 400051/04. Dr Stewart is also a member of the Geological Society of South Africa ("GSSA") and the vice president of geology for Gold One, with which he is a full-time employee. He has 10 years` experience which is relevant to the style of mineralisation and type of deposit under consideration, and to the activity which he is undertaking, to qualify as a Competent Person for the purposes of both the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC Code") and the 2007 Edition of the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves ("SAMREC Code"). Dr Stewart consents to the inclusion in this report of the matters based on information compiled by Gold One employees and it`s consultants in the form and context in which they appear. Further information on Gold One`s resource statement is available in the pre-listing statement of Gold One International Limited issued on 19 December 2008 and in the resource statements released by Gold One on the ASX Company Announcements Platform and the Stock Exchange News Service (SENS) on 11 October 2010 (Megamine), 7 December 2010 (Ventersburg) and 15 December 2010 (Modder East). SAMREC and JORC terminology In addition, this report uses the terms `indicated resources` and `inferred resources` as defined in accordance with the SAMREC Code, prepared by the South African Mineral Resource Committee ("SAMREC"), under the auspices of the South African Institute of Mining and Metallurgy ("SAIMM"), effective March 2000 or as amended from time to time and where indicated in accordance with the Canadian National Instrument 43-101 - Standards for Disclosure for Mineral Projects. The terms `indicated resources` and `inferred resources` are also defined in the 2004 Edition of the JORC Code, prepared by the Joint Ore Reserves Committee ("JORC") of the Australasian Institute of Mining and Metallurgy ("AusIMM"), the Australian Institute of Geoscientists (AIG) and the Minerals Council of Australia ("MCA"). The use of these terms in this report is consistent with the definitions of both the SAMREC Code and the JORC Code. A mineral reserve (or "ore reserve" in the JORC Code) is the economically mineable part of a measured or indicated resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate at the time of reporting that economic extraction can be justified. A mineral reserve includes diluting materials and allows for losses that may occur when the material is mined. A proved mineral reserve (or "proved ore reserve" in the JORC Code) is the economically mineable part of a measured resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. A probable mineral reserve (or "probable ore reserve" in the JORC Code) is the economically mineable part of an indicated mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. A mineral resource is a concentration or occurrence of natural, solid, inorganic or fossilised organic material in or on the earth`s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. A measured mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough to confirm both geological and grade continuity. An indicated mineral resource is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely enough for geological and grade continuity to be reasonably assumed. An inferred mineral resource is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited exploration and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes. Mineral resources which are not mineral reserves do not have demonstrated economic viability. Investors are cautioned not to assume that all or any part of the mineral deposits in the measured and indicated resource categories will ever be converted into reserves. In addition, "inferred resources" have a great amount of uncertainty as to their existence and economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will be ever be upgraded to a higher category. Under South African and Australian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre- feasibility studies or economic studies except under conditions noted in the SAMREC Code and the JORC Code, respectively. Investors are cautioned not to assume that all or any part of an inferred resource exists or is economically or legally mineable. Exploration data is acquired by Gold One and its consultants under strict quality assurance and quality control protocols. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Date: 28/02/2011 07:05:27 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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