Witwatersrand Consolidated Gold Resources Limited - Audited provisional results for the year ended 28 February 2009

    ("Wits Gold" or "the Company")
    (Registration Number 2002/031365/06)
    JSE Share Code: WGR    ISIN: ZAE000079703
    TSX Share Code: WGR    CUSIP Number: S98297104

    JOHANNESBURG, South Africa, May 29 /CNW/ -

    All figures quoted in South African Rands unless otherwise stated

    Audited provisional balance sheet
    at 28 February 2009
                                                          2009          2008
                                                             R             R
    Non-current assets                              86 751 487    51 089 076
    Property and equipment                           5 592 553     9 101 988
    Intangible exploration and evaluation assets    81 042 530    41 987 088
    Deferred taxation                                  116 404             -
    Current assets                                 118 571 960   151 446 737
    Financial asset                                          -    14 053 848
    Other receivables                                1 508 824     1 324 819
    Cash and cash equivalents                      117 063 136   136 068 070
    Total assets                                   205 323 447   202 535 813
    Equity and liabilities
    Capital and reserves                           192 999 070   190 581 149
    Ordinary share capital                             278 909       272 909
    Share premium                                  185 971 589   179 582 518
    Equity-settled share-based payment reserve      17 849 857    14 998 351
    Revaluation reserve                              1 187 582     4 392 300
    Accumulated loss                               (12 288 867)   (8 664 929)
    Non-current liabilities
    Deferred taxation                                        -     2 503 894
    Current liabilities                             12 324 377     9 450 770
    Trade and other payables                         6 740 930     6 860 826
    Taxation payable                                 5 183 447     2 083 944
    Provisions                                         400 000       506 000
    Total equity and liabilities                   205 323 447   202 535 813

    Audited provisional income statement
    for the year ended 28 February 2009
                                                          2009          2008
                                                             R             R
    Revenue                                                  -             -
    Operating costs                                (18 232 838)  (18 541 040)
    Operating loss                                 (18 232 838)  (18 541 040)
    Profit on disposal of non-current assets            14 585             -
    Finance income                                  15 411 414     9 020 296
    Other income                                         4 320         3 509
    Fair value gain on financial asset                 245 152    14 126 675
    Interest expense                                   (34 592)            -
    (Loss)/profit for the year                      (2 591 959)    4 609 440
    Taxation                                        (1 031 979)   (3 872 813)
    (Loss)/profit for the year after taxation       (3 623 938)      736 627
    Basic (loss)/earnings per share (cents)             (13,14)         2,82
    Diluted (loss)/earnings per share (cents)           (20,26)         2,76
    Supplementary information:
    Reconciliation between (loss)/earnings and
     headline (loss)/earnings
    (Loss)/profit for the year after taxation       (3 623 938)      736 627
    Profit on disposal of non-current assets           (14 585)            -
    Headline (loss)/profit                          (3 638 523)      736 627
    Number of shares in issue                       27 890 916    27 290 916
    Weighted average number of shares in issue      27 581 457    26 089 194
    Diluted weighted average number of shares
     in issue                                       27 706 457    26 689 194
    Performance per ordinary share
    Basic headline (loss)/earnings per share (cents)    (13,19)         2,82
    Diluted headline (loss)/earnings per share
     (cents)                                            (20,32)         2,76
    Net asset value per share (cents)                   691,98        698,33
    Net tangible asset value per share (cents)          401,41        544,48

    Audited provisional cash flow statement
    for the year ended 28 February 2009
                                                          2009          2008
                                                             R             R
    Cash flows from operating activities
    Cash utilised in operating activities          (15 345 709)   (6 757 842)
    Finance income received                         15 411 414     9 020 296
    Interest paid                                      (34 592)            -
    Taxation paid                                       (4 322)            -
    Net cash generated by operating activities          26 791     2 262 454
    Cash flows from investing activities
    Additions to property and equipment               (853 622)     (969 266)
    Additions to intangible exploration and
     evaluation assets                             (39 055 442)  (17 439 625)
    Proceeds on disposal of non-current asset          183 268             -
    Proceeds from financial asset realised          14 299 000    14 299 000
    Net cash utilised in investing activities      (25 426 796)   (4 109 891)
    Cash flows from financing activities
    Proceeds from issue of shares                    6 370 000    96 333 160
    Net share issue cost reversal/(expense)             25 071    (2 164 675)
    Decrease in loan to shareholder                          -        43 219
    Net cash generated by financing activities       6 395 071    94 211 704
    (Decrease)/increase in cash and cash
     equivalents                                   (19 004 934)   92 364 267
    Cash and cash equivalents at beginning of the
     year                                          136 068 070    43 703 803
    Cash and cash equivalents at end of the year   117 063 136   136 068 070

    Audited provisional statement of changes in equity
    for the year ended 28 February 2009
                                          Ordinary                     based
                                             share        Share      payment
                                           capital      premium      reserve
                                                 R            R            R
    Balance at 28 February 2007            256 110   85 430 832    7 840 564
    Profit for the year                          -            -            -
    Equity-settled share-based payment           -            -    7 157 787
    Issue of shares                         16 799   96 316 361            -
    Qualifying costs of share issue              -   (2 164 675)           -
    Surplus on revaluation of land and
     buildings                                   -            -            -
    Deferred taxation on revaluation             -            -            -
    Balance at 29 February 2008            272 909  179 582 518   14 998 351
    Loss for the year                            -            -            -
    Equity-settled share-based payment           -            -    2 851 506
    Issue of shares                          6 000    6 364 000            -
    Net reversal of qualifying costs of
     share issue                                 -       25 071            -
    Reduction on revaluation of land and
     buildings                                   -            -            -
    Deferred taxation on revaluation             -            -            -
    Balance at 28 February 2009            278 909  185 971 589   17 849 857

                                          Revalua-      Accumu-      capital
                                              tion        lated          and
                                           reserve         loss     reserves
                                                 R            R            R
    Balance at 28 February 2007                  -   (9 401 556)  84 125 950
    Profit for the year                          -      736 627      736 627
    Equity-settled share-based payment           -            -    7 157 787
    Issue of shares                              -            -   96 333 160
    Qualifying costs of share issue              -            -   (2 164 675)
    Surplus on revaluation of land and
     buildings                           5 107 326            -    5 107 326
    Deferred taxation on revaluation      (715 026)           -     (715 026)
    Balance at 29 February 2008          4 392 300   (8 664 929) 190 581 149
    Loss for the year                            -   (3 623 938)  (3 623 938)
    Equity-settled share-based payment           -            -    2 851 506
    Issue of shares                              -            -    6 370 000
    Net reversal of qualifying costs of
     share issue                                 -            -       25 071
    Reduction on revaluation of land and
     buildings                          (3 753 170)           -   (3 753 170)
    Deferred taxation on revaluation       548 452            -      548 452
    Balance at 28 February 2009          1 187 582  (12 288 867) 192 999 070

    Notes to the provisional financial results

    Nature of business
    Witwatersrand Consolidated Gold Resources Limited is a company domiciled
in the Republic of South Africa. The Company's shares are publicly traded on
the JSE Limited and on the Toronto Stock Exchanges. The Company carries on the
business of acquiring, preserving, evaluating, trading and developing
prospecting rights for exploration and investment purposes.
    The Company is involved in the mineral exploration industry and it has
not, and does not in the near future, expect to generate any operating income.
Mineral exploration is highly speculative due to a number of significant
risks, including the possible failure to discover mineral deposits that are
sufficient in quantity and quality to justify the completion of
pre-feasibility or feasibility studies. Despite historical exploration work on
the Company's prospecting rights, no known bodies of commercial ore or
economic deposits have been established. Significant additional work will be
required in order to determine if any economic deposits occur on any of the
Company's properties.

    Operational review (this section has not been audited by KPMG Inc.)
    During the year under review, the Company completed 14 755 metres of
diamond core drilling in 11 boreholes on its prospecting rights within the
Witwatersrand Basin. Most of this drilling (eight boreholes) was undertaken in
the Company's two most advanced projects, namely the De Bron and Bloemhoek
Projects in the Southern Free State Goldfield. The remaining holes were
drilled within the Potchefstroom (two boreholes) and the Klerksdorp Goldfields
(one borehole). There have been no material changes to the Company's resources
as disclosed in its 2008 annual report.

    Southern Free State Goldfield
    Exploration in this goldfield is primarily focused on the contiguous
Bloemhoek and De Bron Projects. Substantial laterally continuous gold
mineralisation has been confirmed on the Beatrix, Kalkoenkrans, B and Leader
Reefs at depths between 500 metres and 2 500 metres below surface.
    These exploration results were sufficiently encouraging to commission
pre-feasibility studies on both projects. These studies will consider the
economics of mining at the Bloemhoek and adjacent De Bron Projects, and are
being undertaken on behalf of the Company by Turnberry Projects together with
Ukwazi Mining Solutions. The results from a number of alternative mine designs
which consider mining the project jointly and separately should become
available during the third quarter of 2009.
    The Company acquired historical exploration data for its Beisa North
project from AngloGold Ashanti Limited. This project is targeting the
uraniferous Beisa Reef historically mined on the adjoining Beisa Uranium Mine
that is currently part of the Beatrix West Gold Mine.
    Wits Gold has used this information to re-interpret the structural and
sedimentological setting of the Beisa Reef. Based on this new geological
model, AMD Consulting CC has been commissioned to estimate a SAMREC compliant
mineral resource for the Beisa Reef by mid 2009. Depending on the results of
this study, management will develop an appropriate exploration strategy.

    The Potchefstroom Goldfield
    Two boreholes have been completed in the Kleinfontein Project situated in
the north of the Potchefstroom Goldfield, targeting the Middelvlei and Carbon
Leader Reefs at depths shallower than 2 000 metres below surface. The drilling
was positioned to expand this resource northwestwards to its subcrop position
against the Transvaal Supergroup cover rocks. However, the Carbon Leader and
Middelvlei Reefs were only intersected in one of the boreholes due to the
presence of faults. Consequently, any supplementary resources are likely to be
provided only by the Middelvlei Reef, which is well developed in this area.

    The Klerksdorp Goldfield
    A single deep borehole, targeting the Vaal Reef, is currently in progress
in the Kromdraai Project, situated to the northeast of the Klerksdorp
Goldfield. Results are expected during mid 2009.

    Qualified person
    The technical and scientific information contained in this news release
was reviewed by qualified person, Dirk Jacobus Muntingh, who is a full time
employee of the Company. For further information concerning the Company's
projects, please see the Company's filed N143-101 compliant Independent
Technical Report dated November 2007, which can be viewed at www.sedar.com.

    The directors believe that the Company has sufficient capital to fund its
planned exploration activities as well as to cover its estimated operating
expenses for the foreseeable future. The Company also has the ability to
downscale its operations at reasonably short notice, if required. However, in
the longer term, the ongoing exploration of the Company's prospecting rights
will be dependent upon the Company's ability to obtain additional financing
through the joint venturing of projects, debt financing, equity financing or
other means.

    Financial review

    Operating loss
    The operating loss for the year under review reduced slightly by R0,3
million compared to the prior year. This reduction results mainly from
reductions in respect of stock exchange listing and related expenditure (R4,7
million) and employment related expenditure (R0,4 million). These decreases
were offset by elevated consulting fees (R1,5 million), depreciation charge
(R0,2 million) and investor relations expenditure (R2,2 million).

    Non-current assets
    During the year, the Company incurred direct exploration expenditure in
the amount of R39,1 million (2008: R17,4 million) which has been capitalised
to intangible exploration and evaluation assets. The Company also incurred a
further R0,2 million (2008: R0,4 million) on improvements to its land and
buildings. The land and buildings were re-valued downwards by R3,8 million
(2008: re-valued upwards by R5,1 million) as a result of independent market
valuations thereof, undertaken in February 2009 and 2008.

    Current assets
    The financial asset amounting to R14,1 million at 29 February 2008 was
settled in full in April 2008. The Company's cash and cash equivalents reduced
by R19 million during the fiscal year which reflects the normal operational
and exploration outflows offset by interest received and capital raised.

    Current liabilities
    The Company's rate of physical exploration drilling remained fairly
static over the year and the main contributor to the increase in current
liabilities to R12,3 million was an increase in the taxation liability of R3,1
million. This increase results from the provision for capital gains tax as
well as normal company tax, the latter is due to non tax deductible
expenditure being added back to the loss for the year.

    Capital and reserves
    During the year under review, the Company raised a total of R20,7 million
(2008: R110,6 million) by way of private placements. This amount includes
R14,3 million (2008: R14,3 million) relating to the excess proceeds from
options granted to advisors. The equity settled share based payment reserve
increased by R2,8 million (2008: R7,2 million) resulting from the accounting
for employee and advisors share based payments. Based on an independent
valuation on the land and buildings, the revaluation reserve was adjusted
downwards by R3,8 million (2008: upwards by R5,1 million).

    The Company has committed to spend R33,5 million on exploration
activities and professional fees during the next five years. All of these
commitments will be funded out of existing cash resources.

    Basis of presentation
    The financial results for the year ended 28 February 2009 comply with the
listing requirements of the JSE Limited, International Financial Reporting
Standards, the disclosure requirements of IAS 34 Interim Financial Reporting
and the South African Companies Act, 61 of 1973, as amended. The accounting
policies are consistent with those applied in the previous financial year.
They do not include all the information required for full annual financial
statements and should be read with the financial statements for the year ended
29 February 2008.
    The Company consists of only one segment and there have been no changes
to the composition of the entity. There has been no reclassification or
correction of errors and no changes in accounting estimates. The Company does
not have any contingent assets or liabilities and no material subsequent
events have occurred since the balance sheet date. No material related party
transactions have been identified.

    No dividends were declared or paid by the Company during the year under
review (2008: Rnil).

    Going concern
    Due to the inherent risk in the nature of exploration activities, there
may be uncertainty regarding the recoverability of the Company's exploration
expenditure. To meet its ongoing obligations and maintain its operations, the
Company will periodically seek to raise additional equity funding which will
be premised on the exploration results and the contingent further exploration
plans. This will be in the form of the issue of additional Company shares to
both local and international markets.
    After making enquiries the directors have reasonable expectation that the
Company has adequate resources to continue in operational existence for the
foreseeable future and that there are no material uncertainties that lead to
significant doubt upon the Company's ability to continue as a going concern.
Accordingly, the directors continue to adopt the going concern basis in
preparing the financial statements.

    Auditor's report
    The auditors, KPMG Inc. have audited the annual financial statements for
the year ended 28 February 2009. A copy of the auditor's unmodified report is
available for inspection at the Company's registered office.

    Annual general meeting
    The annual general meeting of the Company's shareholders will take place
at 12:00 hours on 24 July 2009, at the Wanderers Club, 21 North Road, Illovo,

    Forward-looking information
    Certain statements in this news release may constitute forward-looking
information within the meaning of securities laws. In some cases, forward
looking information can be identified by use of terms such as "may", "will",
"should", "expect", "believe", "plan", "scheduled", "intend", "estimate",
"forecast", "predict", "potential", "continue", "anticipate" or other similar
expressions concerning matters that are not historical facts. Forward-looking
information may relate to management's future outlook and anticipated events
or results, and may include statements or information regarding the future
plans or prospects of the Company. Without limitation, statements about the
timing of a pre-feasibility study are forward-looking information.
    Forward-looking information involves known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company to be materially different from the
future results, performance or achievements expressed or implied by such
forward-looking information. Such risks, uncertainties and other important
factors include among others: economic, business and political conditions in
South Africa; decreases in the market price of gold; hazards associated with
underground and surface gold mining; the ability to attract and retain
qualified personnel; labour disruptions; changes in laws and government
regulations, particularly environmental regulations and mineral rights
legislation including risks relating to the acquisition of the necessary
licences and permits; changes in exchange rates; currency devaluations and
inflation and other macro-economic factors; risk of changes in capital and
operating costs, financing, capitalisation and liquidity risks, including the
risk that the financing required to fund all currently planned exploration and
related activities may not be available on satisfactory terms, or at all; the
ability to maximise the value of any economic resources. These forward-looking
statements speak only as of the date of this document.
    You should not place undue importance on forward-looking information and
should not rely upon this information as of any other date. The Company
undertakes no obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances after the date
of this document or to reflect the occurrence of unanticipated events except
where required by applicable laws.

    For and on behalf of the Board

    MB Watchorn                            DM Urquhart
    Chief executive officer                Chief financial officer

    28 May 2009

    Business and Registered Office
    12th Floor, 70 Fox Street, Johannesburg, 2001
    PO Box 61147, Marshalltown, 2107
    Tel: (011) 832 1749
    Fax: (011) 838 3208

    Mr Adam Fleming (Chairman)(*), Prof Taole Mokoena (Deputy Chairman)(*),
    Dr Humphrey Mathe (Director)(*), Mrs Gayle Wilson (Director)(*),
    Dr Marc Watchorn (Chief Executive Officer),
    Mr Derek Urquhart (Chief Financial Officer)

    Company Secretary                      Sponsor
    Mr Brian Dowden                        PricewaterhouseCoopers
    7 Pam Road, Morningside Ext 5          Corporate Finance (Pty) Ltd
    Sandton, Johannesburg, 2057            2 Eglin Rd, Sunninghill, 2157
    PO Box 651129, Benmore, 2010           Private Bag X37, Sunninghill, 2157
    South Africa                           South Africa

    Transfer Secretary
    JSE: Link Market Services SA (Pty) Ltd
    TSX: CIBC Mellon Trust Company


For further information:

For further information: Marc Watchorn, Chief Executive Officer, Tel:
+27 11 832 1749; Hethen Hira, Investor Relations, Tel: +27 11 832 1749

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