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2008 Results - Part 3 - MD&A

19 Mar 2009 07:00

RNS Number : 1145P
European Goldfields Ltd
19 March 2009
 



MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE YEAR ENDED 31 DECEMBER 2008

The following discussion and analysis, prepared as at 19 March 2009, is intended to assist in the understanding and assessment of the trends and significant changes in the results of operations and financial conditions of European Goldfields Limited (the "Company"). Historical results may not indicate future performance. Forward-looking statements are subject to a variety of factors that could cause actual results to differ materially from those contemplated by these statements. The following discussion and analysis should be read in conjunction with the Company's audited consolidated financial statements for the years ended 31 December 2008 and 2007 and accompanying notes (the "Consolidated Financial Statements").

Additional information relating to the Company, including the Company's Annual Information Form, is available on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.comExcept as otherwise noted, all dollar amounts in the following discussion and analysis and the Consolidated Financial Statements are stated in United States dollars.

Overview

The Company, a company incorporated under the Yukon Business Corporations Act, is a resource company involved in the acquisition, exploration and development of mineral properties in GreeceRomania and South-East Europe.

The Company's Common Shares are listed on the AIM Market of London Stock Exchange plc and on the Toronto Stock Exchange (TSX) under the symbol "EGU".

Greece - European Goldfields holds a 95% interest in Hellas Gold S.A. Hellas Gold owns three major gold and base metal deposits in Northern Greece. The deposits are the polymetallic operation at Stratoni, the Olympias project which contains gold, zinc, lead and silver, and the Skouries copper/gold porphyry project. Hellas Gold commenced production at Stratoni in September 2005 and commenced selling an existing stockpile of gold concentrates from Olympias in July 2006. Hellas Gold is applying for permits to develop the Skouries and Olympias projects.

Romania - European Goldfields owns 80% of the Certej gold/silver project in RomaniaIn July 2008, the National Agency of Mineral Resources approved the technical feasibility study in support of its permit application and issued a new mining permit for the Certej project. 

  Results of operations

The Company's results of operations for the year and three-month period ended 31 December 2008 were comprised primarily of activities related to the results of operations of the Company's 95%-owned subsidiary Hellas Gold in Greece and the Company's exploration and development program in Romania. Hellas Gold's operational results for the eight most recently completed quarters are summarised in the following tables:

Stratoni Mine (Greece)

2008

Q4

2008

Q3

2008

Q2

2008

Q1

2007

Q4

2007

Q3

2007

Q2

2007

Q1

Inventory (start of period)

Ore mined (wet tonnes)

6,489

1,003

2,816

-

4,868

4,603

843

2,499

Zinc concentrate (tonnes)

2,078

5,660

2,745

1,689

2,797

2

3,524

37

Lead/silver concentrate (tonnes)

1,294

1,238

2,213

49

2,042

2,150

1,846

214

Production

Ore mined (wet tonnes)

70,468

69,847

73,137

58,208

50,643

56,075

53,088

55,069

Ore milled (tonnes)

73,320

63,040

73,280

53,675

53,813

54,499

48,179

55,258

- Average grade: Zinc (%)

8.80

8.82

10.37

9.37

9.00

8.42

11.57

11.39

Lead (%)

6.54

6.40

6.21

5.35

8.12

7.55

9.14

7.38

Silver (g/t)

167

160

155

134

206

186

232

180

Zinc concentrate (tonnes)

12,106

10,451

14,139

9,427

9,082

8,506

10,485

11,731

- Containing: Zinc (tonnes)

5,914

5,132

7,004

4,644

4,425

4,194

5,170

5,760

Lead concentrate (tonnes)

6,750

5,531

6,443

4,035

6,012

5,586

5,955

5,406

- Containing: Lead (tonnes)

4,434

3,726

4,201

2,653

4,021

3,781

4,109

3,744

Silver (oz)

336,336

280,305

316,354

207,215

316,837

297,059

328,879

288,023

Sales

Zinc concentrate (tonnes)

11,210

14,033

11,224

8,371

10,191

5,710

14,007

8,244

- Containing payable: Zinc (tonnes)*

4,591

5,818

4,633

3,454

4,209

2,364

5,855

3,463

Lead concentrate (tonnes)

7,556

5,475

7,418

1,872

8,004

5,694

5,651

3,774

- Containing payable: Lead (tonnes)*

4,775

3,495

4,628

1,188

5,082

3,759

3,636

2,486

Silver (oz)*

363,205

263,464

355,298

95,582

399,272

297,321

285,349

190,292

Cash operating cost per tonne milled ($)

145

164

161

164

175

144

135

138

Cash operating cost per tonne milled (€)

109

109

103

110

121

105

100

104

Inventory (end of period)

Ore mined (wet tonnes)

1,778

6,489

1,003

2,816

-

4,868

4,603

843

Zinc concentrate (tonnes)

2,975

2,078

5,660

2,745

1,689

2,797

2

3,524

Lead/silver concentrate (tonnes)

488

1,294

1,238

2,213

49

2,042

2,150

1,846

Financial information

(in thousands of US dollars)

Sales ($)

8,465

13,250

13,000

10,097

18,483

16,634

22,866

14,215

Gross profit ($)

(7,060)

171

(198)

3,060

6,147

8,425

13,991

8,294

Capital expenditure ($)

3,543

2,496

2,086

3,111

3,779

12,142

4,673

1,564

Amortisation and depletion ($)

1,827

1,571

1,215

997

2,000

1,256

837

653

 

Net of smelter payable deductions

Sale of Gold-Bearing Concentrates from Existing Stockpile at Olympias (Greece)

2008

Q4

2008

Q3

2008

Q2

2008

Q1

2007

Q4

2007

Q3

2007

Q2

2007

Q1

Sales

Gold concentrate (dmt)

18,566

12,710

22,479

9,778

21,385

28,393

12,686

17,090

Financial information

(in thousands of US dollars)

Sales ($)

4,309

2,851

5,461

2,611

4,232

5,029

2,078

2,868

Gross profit ($)

2,995

1,222

3,668

1,789

1,279

2,848

958

1,845

Amortisation and depletion ($)

106

72

129

56

(134)

265

76

120

Lead and zinc prices troughed in Q4 2008, and Q4 base metal revenues were impacted accordingly. In addition, $1.6 million of prior quarter pricing adjustments were made, further depressing base metal revenues. Revenues from the sale of Olympias gold concentrates benefitted from higher tonnages sold compared to Q3.

Q4 unit operating costs of €109 per tonne remained the same as Q3. Benefits of the increase in throughput over Q3 were offset by higher repairs and maintenance costs incurred in the quarter. In dollar terms, the weakening euro reduced Q4 dollar costs by $19 to $145 per tonne from $164 per tonne in Q3.

Summary of quarterly results

The Company's financial results for the eight most recently completed quarters are summarised in the following table:

(in thousands of US dollars,

except per share amounts)

2008

Q4

$

2008

Q3

$

2008

Q2

$

2008

Q1

$

2007

Q4

$

2007

Q3

$

2007

Q2

$

2007

Q1

$

Statement of profit and loss

Sales

12,774

16,101

18,461

12,708

22,715

21,663

24,944

17,083

Cost of sales 

16,839

14,708

14,991

7,859

15,289

10,390

9,995

6,944

Gross profit

(4,065)

1,393

3,470

4,849

7,426

11,273

14,949

10,139

Interest income

1,164

1,306

1,502

1,757

2,699

2,320

1,116

453

Foreign exchange gain/(loss)

(6,253)

(2,800)

(27)

2,674

(2,173)

6,494

(265)

(152)

Hedge contract profit

3,165

1,362

391

-

-

-

-

-

Share of loss in equity investment

(3)

(66)

(36) 

-

-

-

-

-

Expenses

5,253

6,054

5,058

5,017

6,385

4,819

4,875

4,764

Profit/(loss) before income tax

(11,245)

(4,859)

242

4,263

1,567

15,268

10,925

5,676

Income taxes

17,067

(451)

644

(621)

2,062

(2,764)

(2,796)

(1,719)

Profit/(loss) after income tax

5,822

(5,310)

886

3,642

3,629

12,504

8,129

3,957

Non-controlling interest

519

267

(74)

(233)

(29)

(348)

(2,794)

(1,848)

Profit/(loss) for the period

6,341

(5,043)

812

3,409

3,600

12,156

5,335

2,109

Earnings/(loss) per share

0.04

(0.03)

0.00

0.02

0.02

0.07

0.04

0.02

Balance sheet (end of period)

Working capital

192,675

208,609

216,822

225,673

226,431

224,289

211,637

45,201

Total assets

766,095

775,369

796,537

794,911

782,131

744,998

729,774

325,501

Non current liabilities

155,727

183,881

185,897

184,635

182,092

168,170

165,125

56,671

Statement of cash flows

Deferred exploration and development costs - Romania

1,981

1,420

1,092

1,603

2,133

1,658

1,248

696

Plant and equipment - Greece 

12,998

2,971

3,065

7,147

3,779

12,142

4,673

1,577

Deferred development costs - Greece

545

519

656

769

915

491

520

421

Selected financial information

The Company's financial results for the years ended 31 December 2008, 2007 and 2006, and the three-month periods ended 31 December 2008 and 2007 are summarised in the following table:

Years ended 31 December

Three-months ended 31 December

(in thousands of US dollars)

2008

$

2007

$

2006

$

2008

$

2007

$

Statement of profit and loss

Sales

60,044

86,405

52,438

12,774

22,715

Cost of sales

54,397

42,618

25,186

16,839

15,289

Gross profit

5,647

43,787

27,252

(4,065)

7,426

Interest Income

5,729

6,588

1,445

1,164

2,699

Hedge contract profit

4,918

-

-

3,165

-

Foreign exchange gain/(loss)

(6,406)

3,904

(752)

(6,253)

(2,173)

Share of loss in equity investment

105

-

-

3

-

Expenses

21,382

20,844

15,937

5,253

6,385

Profit/(loss) before income tax

(11,599)

33,435

12,008

(11,245)

1,567

Income taxes

16,639

(5,217)

(4,824)

17,067

2,062

Profit/(loss) after income tax

5,040

28,218

7,184

5,822

3,629

Non-controlling interest

479

(5,019)

(4,182)

519

(29)

Profit for the period

5,519

23,199

3,002

6,341

3,600

Earnings per share

0.03

0.16

0.03

0.04

0.02

Balance sheet (end of period)

Working capital

192,675

226,431

41,854

192,675

226,431

Total assets

766,095

782,131

311,943

766,095

782,131

Non current liabilities

155,727

182,092

54,181

155,727

182,092

Statement of cash flows

Deferred exploration and development costs - Romania

6,096

5,735

3,294

1,981

2,133

Plant and equipment - Greece

26,181

21,606

7,579

12,998

3,779

Deferred development costs - Greece

2,489

2,347

4,032

545

915

The breakdown of deferred exploration and development costs per mineral property for the years ended 31 December 2008, 2007 and 2006, and the three-month periods ended 31 December 2008 and 2007 is as follows:

Years ended 31 December

Three-month periods ended 31 December

2008

2007

2006

2008

2007

(in thousands of US dollars)

$

%

$

%

$

%

$

%

$

%

Romanian mineral properties

Certej

5,674

93

5,305

92

2,965

90

1,806

91

1,935

91

Other

422

7

430

8

329

10

175

9

198

9

6,096

100

5,735

 100

3,294

100

1,981

100

2,133

100

Greek mineral properties

Stratoni

492

20

1,006

 43

64

2

(22)

(4)

766

84

Skouries

1,541

62

1,173

50

2,806

70

396

73

58

6

Olympias

362

14

168

7

1,162

28

77

14

91

10

Other

94

4

-

-

-

-

94

17

-

-

2,489

100

2,347

100

4,032

100

545

100

915

100

Total

8,585

8,082

7,326

2,526

3,048

The Certej exploitation licence and the Baita-Craciunesti exploration licence are held by the Company's 80%-owned subsidiary, Deva Gold S.A. ("Deva Gold"). Minvest S.A. (a Romanian state owned mining company), together with three private Romanian companies, hold the remaining 20% interest in Deva Gold. The Company is required to fund 100% of all costs related to the exploration and development of these properties. As a result, the Company is entitled to the refund of such costs (plus interest) out of future cash flows generated by Deva Gold, prior to any dividends being distributed to shareholders. The Voia and Cainel exploration licences are held by the Company's wholly-owned subsidiary, European Goldfields Deva SRL.

The Company recorded a loss (before tax) of $11.60 million for the year ended 31 December 2008, compared to a profit (before tax) of $33.44 million for the year ended 31 December 2007. The Company recorded a net profit (after tax and non-controlling interest) of $5.52 million ($0.03 per share) for the year ended 31 December 2008, compared to a net profit of $23.20 million ($0.16 per share) for the year ended 31 December 2007.

The Company recorded a loss (before tax) of $11.25 million for the three-month period ended 31 December 2008, compared to a profit (before tax) of $1.57 million for the three-month period ended 31 December 2007. The Company recorded a net profit (after tax and non-controlling interest) of $6.34 million ($0.04 per share) for the three-month period ended 31 December 2008, compared to a net profit of $3.60 million ($0.02 per share) for the three-month period ended 31 December 2007.

The following factors have contributed to the above:

The key revenue drivers have been commodity prices, lead grades and sale of gold concentrateduring 2008the price of zinc which is the primary sales product from the Stratoni mine, averaged approximately $1,900 per tonne. This was substantially lower than in 2007 during which the zinc price averaged almost $3,250 per tonne. Quarter on quarter, the change was even more extreme: the zinc price averaged $1,360 per tonne for the three months ended 31 December 2008, compared to $2,720 for the comparable period in 2007. The lead price suffered the same trend: the lead price averaged approximately $2,094 per tonne in 2008 compared to $2,570 per tonne in 2007. However the quarterly change was even more severe than the trend in zinc: the lead price averaged $1,420 per tonne for the three months ended 31 December 2008, compared to $3,220 for the comparable period in 2007. In Q4 2008, revenues were also reduced by $1.6 million as a result of price adjustments to prior quarter sales. Hellas Gold's Stratoni mine was operating at substantially higher levels during 2008 than in 2007, with mine ore production increasing 26% and mill throughput increasing 25%. However, lower grades for lead in 2008 meant that lead concentrate production and sales were at similar levels to 2007, but with lower levels of profitability. In 2008, Hellas Gold sold 63,533 tonnes of gold bearing pyrite concentrates from Olympiasa reduction of 20compared to the same period of 2007 but higher gold prices more than offset this fall in volumes and resulted in higher gold revenues. In Q4 2008, sales of gold concentrate were only down 13% compared to the same period in 2007. However, higher gold prices contributed to an increase of 2% in gold revenues. Overall, lower base metal prices and grades outweighed any benefits from the higher gold prices, with the result that revenues and profitability declined during 2008 and in Q4 2008 compared to the same periods of 2007.

As a result, the Company recorded a gross profit of $5.65 million in 2008 and a gross loss of $4.07 million in Q4 2008, on revenues of $60.04 million and $12.77 million, respectively, compared to a gross profit of $43.79 million in 2007 and $7.43 million in Q4 2007, on revenues of $86.41 million and $22.72 million, respectively. Cost of sales of $54.40 million in 2008 and $16.84 million in Q4 2008, compared to $42.62 million and $15.29 million, respectively, for the same periods of 2007, reflect the higher tonnages mined and processed, and include approximately $0.90 million write down of concentrate stockpiles to net realisable value. Cost of sales in 2008 also included $5.97 million in amortisation and depletion expenses, compared to $5.07 million for the same period of 2007.

The Company's corporate administrative and overhead expenses have increased from $4.30 million in 2007 and decreased from $1.70 million in Q4 2007, to $4.86 million and $0.94 million, respectively, for the same periods of 2008. Year on year this reflects higher general levels of corporate activity and higher wage costs compared to the prior period, although Q4 2008 was affected by the reversal of unutilised provisions at the year end, whilst Q4 2007 had been increased by the employer's tax liability on RSUs which vested in that quarter.

 

The Company recorded a non-cash equity-based compensation expense of $2.90 million in 2008 and $1.35 million in Q4 2008, compared to $1.80 million and $0.29 million, respectively, for the same periods of 2007. In 2008, the Company continued a practice of recharging some of its equity-based compensation expense to its operating subsidiaries, a portion of which is capitalised by such subsidiaries. In Q4 2008, the company issued DPUs to its non-executive directors which resulted in the related expense being recognised in the same quarter.

The Company recorded a foreign exchange loss of $6.41 million in 2008 and a foreign exchange loss of $6.25 million in Q4 2008. The Q4 loss resulted from the translation of Euro working capital balances held by Hellas Gold into a US dollar functional currency, and occurred mainly from the end of Q3 2008 and throughout Q4 2008 during a period of rapid Euro weakness against the US dollar. In contrast, the Company realised a foreign exchange gain of $3.90 million in 2007, and a loss of $2.17 million in Q4 2007 as the Company gained from holding a basket of Sterling, Canadian dollars and Euros compared to its reporting currency of the US dollar.

Hellas Gold's administrative and overhead expenses amounted to $7.62 million in 2008 and $1.42 million in Q4 2008, compared to $9.83 million and $3.17 million, respectively, for the same periods of 2007Hellas Gold's administrative and overhead expenses include the costs of the Athens based office, environmental, water treatment and other expenses not directly attributable to the Stratoni operation.  The change in these costs relate primarily to reduction in cost of various projects in communities around the mine.

Hellas Gold incurred an expense of $5.19 million in 2008 and $1.33 million in Q4 2008, compared to $4.32 million and $1.07 million, respectively, for the same periods of 2007, for ongoing water pumping and treatment at its non-operating mines of Olympias and Stratoni (Madem Lakkos), in compliance with Hellas Gold's commitment to the environment under its contract with the Greek State.  The increase in 2008 relates to higher costs incurred accessing old voids at Madem Lakkos to allow backfilling activities to continue.

The Company recorded a credit for income taxes of $16.64 million in 2008 and $17.07 million in Q4 2008, compared to a charge of $5.22 million and a credit of $2.06 million, respectively, for the same periods of 2007. Recent legislation phasing a reduction in the Greek corporate tax rate from 25% to 20% in 2014 has required the Company to restate its future tax liability relating to its Greek Mineral Properties using the new lower future tax rates. This resulted in a reduction in the future tax liability of $17.6 million which was credited against the tax provision in the income statement in Q4 2008. In addition losses in 2008 meant that Hellas Gold recorded a further credit against current tax for the year. Higher metal prices and profitability in the prior years led to higher charges for taxation. The credit in Q4 2007 arose as a result of the company recognising a tax asset as confidence increased that brought forward tax losses would be utilised.

The Company recorded a credit of $0.48 million in 2008 and a credit of $0.52 million in Q4 2008 relating to the non-controlling shareholder's interest in Hellas Gold's loss (after tax)compared to charges of $5.02 million and $0.03 million, respectively, for the same periods of 2007, reflecting the change in profitability at Hellas Gold resulting from the decline in base metal prices during 2008. 

Liquidity and capital resources

As at 31 December 2008, the Company had cash and cash equivalents of $170.30 million, compared to $218.84 million as at 31 December 2007, and working capital of $192.68 million, compared to $226.43 million as at 31 December 2007.

The decrease in cash and cash equivalents as at 31 December 2008, compared to the balances as at 31 December 2007, resulted primarily from capital expenditure in Greece ($26.18 million), payment of taxation ($10.33 million), the effect of foreign currency translation on cash ($6.29 million), deferred exploration and development costs in Romania ($6.1 million), the purchase of land ($2.71 million), investment in an associate ($2.69 million), operating cash flow ($1.66 million) and deferred development costs in Greece ($2.49 million), offset by changes in working capital balances ($2.00 million), advanced sales proceeds from offtakers ($3.56 million) and release of restricted investment ($4.90 million).

The following table sets forth the Company's contractual obligations including payments due for each of the next five years and thereafter:

Payments due by period

(in thousands of US dollars)

Contractual obligations

Total

Less than 1 year

2 - 3 years

4 - 5 years

After 5 years

Operating lease (London office)

945

180

360

360

45

Operating lease (Athens office)

1,157

145

289

289

434

Outotec OT - Processing Plant

32,722

32,722

-

-

-

Total contractual obligations

34,824

33,047

649

649

479

In 2009, the Company expects to spend a total of $51 million in capital expenditures to fund the development of its project portfolio. This amount comprises $5 million at its existing operation at Stratoni to complete the expansion of the internal underground infrastructure at Mavres Petres and upgrade the mill, $10 million at Olympias as part of the refurbishment of the mine and process plant, and $30 million at Skouries as the Company expects to continue to spend on long lead time equipment and engineering studies. At Certej, the Company expects to spend $6 million as it progresses through the final stages of environmental permitting, advances through the basic and detailed engineering phases and continues exploration around Certej. In addition to its capital expenditure programme, the Company expects to spend $3 million in exploration over the wider licence area in Greece and Turkey, $9 million on Hellas Gold administrative and overhead and water treatment expenses, and $5 million on corporate administrative and overhead expenses. The Company expects to fund all such costs from existing cash balances and operating cash flow generated from its Hellas Gold operations.

Transactions with related parties

During the year ended 31 December 2008, Hellas Gold incurred costs of $41.85 million (2007 - $27.89 million) for management, technical and engineering services received from a related party, Aktor S.A., a 5% shareholder in Hellas Gold. As at 31 December 2008, Hellas Gold had accounts payable of $3.63 million (2007 - $2.13 million) to Aktor S.A. These expenditures were contracted in the normal course of operations and are recorded at the exchange amount agreed by the parties. 

Critical accounting estimates 

The consolidated financial statements have been prepared on a going concern basis in accordance with accounting principles generally accepted in Canada ("Canadian GAAP"), which assumes the Company will be able to realise assets and discharge liabilities in the normal course of business for the foreseeable future. The consolidated financial statements do not include the adjustments that would be necessary should the Company be unable to continue as a going concern and reflect the following critical accounting estimates.

Deferred exploration and development costs - Acquisition costs of resource properties, together with direct exploration and development costs incurred thereon, are deferred and capitalised. Upon reaching commercial production, these capitalised costs are transferred from exploration properties to producing properties on the consolidated balance sheets and are amortised into operations using the unit-of-production method over the estimated useful life of the estimated related ore reserves.

Based on annual impairment reviews made by management, in the event that the long-term expectation is that the net carrying amount of these capitalised exploration and development costs will not be recovered such as would be indicated where:

- Producing properties:

the carrying amounts of the capitalised costs exceed the related undiscounted net cash flows of reserves;

- Exploration properties:

exploration activities have ceased;
exploration results are not promising such that exploration will not be planned for the foreseeable future;
lease ownership rights expire; or
insufficient funding is available to complete the exploration program;

then the carrying amount is written down to fair value accordingly and the write-down amount charged to operations.

Impairment of long-lived assets - All long-lived assets and intangibles held and used by the Company are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If changes in circumstances indicate that the carrying amount of an asset that an entity expects to hold and use may not be recoverable, future cash flows expected to result from the use of the asset and its disposition must be estimated. If the undiscounted value of the future cash flows is less than the carrying amount of the asset, impairment is recognised based on the fair value of the assets. 

Asset retirement obligation - The fair value of the liability of an asset retirement obligation is recorded when it is legally incurred and the corresponding increase to the mineral property is depreciated over the life of the mineral property. The liability is adjusted over time to reflect an accretion element considered in the initial measurement at fair value and revisions to the timing or amount of original estimates and drawdowns as asset retirement expenditures are incurredAs at 31 December 2008 and 2007, the Company had an asset retirement obligation relating to its Stratoni property in Greece.

Revenue recognition - Revenues from the sale of concentrates are recognised and are measured at market prices when the rights and obligations of ownership pass to the customer. A number of the Company's concentrate products are sold under pricing arrangements where final prices are determined by quoted market prices in a period subsequent to the date of sale. These concentrates are provisionally priced at the time of sale based on forward prices for the expected date of the final settlement. The terms of the contracts result in non-hedge derivatives that do not qualify for hedge accounting treatment, because of the difference between the provisional price and the final settlement price. These embedded derivatives are adjusted to fair value through revenue each period until the date of final price determination. Subsequent variations in the price are recognised as revenue adjustments as they occur until the price is finalised.

Equity-based compensation - The Company operates a share option plan, a restricted share unit plan and a deferred phantom unit plan. The Company accounts for equity-based compensation granted under such plans using the fair value method of accounting. Under such method, the cost of equity-based compensation is estimated at fair value and is recognised in the profit and loss statement as an expense, or capitalised to deferred exploration and development costs when the compensation can be attributed to mineral properties. This cost is recognised over the relevant vesting period for grants to directors, officers and employees, and measured in full at the earlier of performance completed or vesting for grants to non-employees. Any consideration received by the Company on exercise of share options is credited to share capital.

Estimates, risks and uncertainties - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Significant estimates and assumptions include those related to the recoverability of deferred exploration, development costs for mineral properties, asset retirement obligations and equity based compensation. While management believes that these estimates and assumptions are reasonable, actual results could vary significantly.

Significant changes in accounting policies

Capital Disclosures - Effective 1 January 2008, the Company adopted CICA Handbook, Section 1535, Capital disclosures. The new standard requires disclosures of qualitative and quantitative information that enables users of financial statements to evaluate the Company's objectives, policies and processes for managing capital.

Inventories - Effective 1 January 2008, the Company adopted the CICA Handbook Section 3031Inventories. The new section requires inventories to be measured at the lower of cost and net realisable value and provides guidance on the cost methodology used to assign costs to inventory, disallows the use of last-in-first-out inventory costing methodology and requires that, when circumstances which previously caused inventories to be written down below cost no longer exist, the amount previously written down is to be reversedUpon adoption, the impact to the financial statements arising was immaterial.

Standards of Financial Statement Presentation - Effective 1 January 2008, the Company adopted CICA Handbook Section 1400, General standards of Financial Statement Presentation. This section provides guidance related to management's assessment of the Company's ability to continue as a going concern. The additional requirement requires management to make an assessment of the Company's ability to continue as a going concern and to disclose any material uncertainties related to events or conditions that may cast significant doubt upon the entity's ability to continue as a going concern. The adoption of this standard had no impact on the Company's presentation of its financial position.

Financial Instruments Presentation and Disclosures - Effective 1 January 2008, the Company adopted CICA Handbook Sections 3862 - Financial instruments - disclosures, and 3863 - Financial instruments - Presentation. These new Sections are a replacement of and represent a revision and enhancement to Section 3861 - Financial instruments - Presentation and disclosureUnder the new standards, the Company is required to disclose information about the significance of financial instruments for its financial position and performance and qualitative and quantitative information about its exposure to risks arising from financial instruments, as well as management's objectives, policies and processes for managing such risks. The adoption of these standards did not have an impact on the classification and valuation of financial instruments. 

Change in functional currency - Hellas Gold completed a long term planning exercise on its Stratoni mine. As a stand alone business, Stratoni was shown to generate excess of US dollar revenues over Euro expenses for its life of mine. Hellas Gold also has a series of development projects which will increase the excess of US dollar revenues over Euro denominated costs. Also taken into consideration along with the net cash flows were the following factors:

All sales are priced in US dollars;
Sales markets are international, rather than domestic to Greece;
Day to day activities are financed by US dollar denominated sales;
Significant amounts of future financing earmarked for the development projects has already been raised in US dollars by European Goldfields Limited, and other financing in Hellas Gold, prepaid sales receipts, have all been US dollar denominated;
Labour and materials are predominantly denominated in Euros.

Overall, it was deemed that the net exposure to the US dollar was greater than the exposure to the Euro, and that the functional currency of Hellas Gold should change to the US dollar. The change in functional currency was effective 1 January 2008 and applied prospectively.

International Financial Reporting Standards ("IFRS") - In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB confirmed that publicly listed companies will be required to adopt IFRS for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011, and in April 2008, the AcSB issued for comment its Omnibus Exposure Draft, Adopting IFRS in Canada. Early adoption may be permitted, however it will require exemptive relief on a case by case basis from the Canadian Securities Administrators. 

The Company has begun assessing the adoption of IFRS and is in the process of completing its overall conversion plan. The plan assesses the possible benefits of early adoption, the key differences between IFRS and Canadian GAAP including disclosures as well as a timeline for implementation.

As part of the plan, the Company has appointed a team within the group finance function to assess and implement the conversion process, and key personnel have received IFRS training. The Company benefits from having members of the finance function at the subsidiary level who are already experienced in the preparation of IFRS accounts. The team has already identified the material differences between IFRS and Canadian GAAP, and the process of identifying other areas of potential differences is near completion. The Company has already been preparing a detailed reporting pack under IFRS on a quarterly basis. This IFRS pack includes accounting adjustments for all material differences between IFRS and Canadian GAAP, with the exception of IFRS 1. During 2009, the team will focus on preparation for the implementation of IFRS 1, and the increased level of IFRS disclosure compared to Canadian GAAP.

Disclosure controls and procedures & internal control over financial reporting

The Chief Executive Officer and the Chief Financial Officer of the Company (the "Certifying Officers") have established and maintained in the year ended 31 December 2008 disclosure controls and procedures ("DC&P") and internal control over financial reporting ("IFCR") for the Company.

The Certifying Officers have caused DC&P, as defined in National Instrument 52-109 ("NI 52-109"), to be designed under their supervision, to provide reasonable assurance that material information relating to the Company and its subsidiaries is made known to the Certifying Officers by others within those entities, as appropriate to allow decisions regarding required disclosure within the time periods specified by legislation, particularly during the period in which interim and annual filings are being prepared.

The Certifying Officers have evaluated the effectiveness of the Company's DC&P as at 31 December 2008. Based upon that evaluation, the Certifying Officers have concluded that the DC&P are adequate and effective for the year ended 31 December 2008.

The Certifying Officers have caused internal control over financial reporting, as defined in NI 52-109, to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP.

As of December 31, 2008 the Certifying Officers assessed the effectiveness of the Company's internal control over financial reporting using the criteria contained in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon that evaluation, the Certifying Officers concluded that the internal controls and procedures are adequate and effective for the year ended 31 December 2008.

During the year ended 31 December 2008, there has been no change in the Company's internal control over financial reporting that have materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

The Certifying Officers believe that disclosure controls and procedures and internal control systems can only provide reasonable assurance, and not absolute assurance, that such objectives are met.

Outstanding share data

The following represents all equity shares outstanding and the numbers of common shares into which all securities are convertible, exercisable or exchangeable as at 18 March 2009:

Common shares: 179,807,381

Common share options: 3,241,665

Restricted share units: 614,779

Common shares (fully-diluted): 183,663,825

Preferred shares: Nil

Outlook

Reference is made to the Company's news release dated 19 March 2009 which accompanies this Management's Discussion and Analysis.

Risks and uncertainties

The risks and uncertainties affecting the Company, its subsidiaries and their business are discussed in the Company's Annual Information Form for the year ended 31 December 2008, filed on SEDAR at www.sedar.com.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR KGGMFKLVGLZG
Date   Source Headline
12th May 20097:00 amRNSQ1 MD&A - Part 3
6th May 20097:00 amRNSQ1 2009 RESULTS CONFERENCE CALL & WEBCAST
19th Mar 20097:06 amRNS2008 Results - Part 1
19th Mar 20097:03 amRNS2008 - Results - Part 2
19th Mar 20097:00 amRNS2008 Results - Part 3 - MD&A
16th Mar 20099:01 amRNS2008 RESULTS CONFERENCE CALL & WEBCAST
26th Feb 20092:45 pmRNS2008 RESULTS CONFERENCE CALL & WEBCAST
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13th Nov 200811:27 amRNSDirectors Dealings
11th Nov 20087:04 amRNS2008 Q3 Results Part 1
11th Nov 20087:02 amRNS2008 Q3 Results Part 2
11th Nov 20087:00 amRNS2008 Q3 Results Part 3
4th Nov 20089:21 amRNSQ3 2008 Results Conference Call & Webcast
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14th Aug 20087:10 amRNSQ2 News Release
14th Aug 20087:05 amRNSManagement's Discussion and A
14th Aug 20087:00 amRNSInterim Consolidated Financia
7th Aug 20089:25 amRNSQ2 2008 RESULTS CONFERENCE CA
23rd Jul 20087:00 amRNSCertej Feasibility Study
16th Jul 200811:42 amRNSStatement Regarding Share Pri
9th Jul 200812:29 pmRNSNew Executive Appointment
27th Jun 200812:00 pmRNSAnnual Report and Accounts
20th May 20084:18 pmRNSCameron Mingay Appointed as N
14th May 20087:00 amRNS2008 Q1 Results Part 3
14th May 20087:00 amRNS2008 Q1 Results Part 2
14th May 20087:00 amRNS2008 Q1 Results Part 1
8th May 20087:00 amRNSQ1 Results Call Details
21st Apr 20087:01 amRNSJoint Venture
19th Mar 20087:10 amRNSFinal Results - Part 1
19th Mar 20087:05 amRNSFinal Results - Part 2
19th Mar 20087:01 amRNSFinal Results - Part 3
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12th Mar 20083:01 pmRNSNotice of Webcast
28th Feb 20087:02 amRNSJoint Venture in Turkey
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24th Jan 20087:00 amRNSTrading Update
31st Dec 20077:00 amRNSDirector's Shareholding
21st Nov 20077:01 amRNSChange of Nominated Advisor
8th Nov 20077:03 amRNSQ3 News Release
8th Nov 20077:02 amRNSQ3 MD&A
8th Nov 20077:01 amRNSQ3 Financials
5th Nov 20072:52 pmRNSQ3 Results Conference Call
9th Oct 20077:00 amRNSCertej Reserve Update
1st Oct 20077:02 amRNSSale of Concentrates
1st Oct 20077:02 amRNSFurther concentrate purchase
20th Sep 20077:00 amRNSS&P/TSX Global Gold Index
16th Aug 20073:29 pmRNSAIM Rule 26 Information

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