High River Gold Mines Ltd.
TSX : HRG

High River Gold Mines Ltd.

August 14, 2012 18:15 ET

High River Financial Results for the Second Quarter Ended June 30, 2012

TORONTO, ONTARIO--(Marketwire - Aug. 14, 2012) -

(All currency figures are in Canadian Dollars unless otherwise noted)

High River Gold Mines Ltd. (TSX:HRG) ("High River" or the "Company") today reported its financial position and operational results for the three month period ended June 30, 2012. The Unaudited Interim Consolidated Financial Statements and related Notes along with the Management's Discussion and Analysis have been filed on SEDAR (www.sedar.com) and can be viewed on the Company's website at www.hrg.ca.

HIGHLIGHTS FOR THE SECOND QUARTER 2012

Financial Results

  • Net gold revenue of $135.5 million, a decrease of 3% from $138.9 million in Q1 2012 and a decrease of 1% from $ 136.2 million in Q2 2011.
  • Net income attributable to equity holders of $31.5 million ($0.04 per share) compared to a net income of $57.6 million ($0.07 per share) in Q1 2012 and a net income of $ 41.4 million (0.05 per share) in Q2 2011.
  • Cash flow from operations of $49.8 million, down from $71.5 million in Q1 2012, and up from $42.9 in Q2 2011.
  • Cash and cash equivalents decreased to $18.0 million from $ 95.6 million at the end of Q1 2012, and down from $ 207.2 million at the end of Q2 2011.
  • Working capital decreased to $214.8 million from $295.0 million at the end of Q1 2012, down from $307.2 million at the end of Q2 2011.
  • Current and long term debt decreased to $10.1 million from $11.1 million at the end of Q1 2012 and from $24.0 million at the end of Q2 2011.

Operations

  • Total gold production (hereinafter not including the gold equivalent of silver) decreased 1% to 83,402 ounces (Q1 2012 - 84,457 ounces (100%)). Total cash cost per ounce increased 5% to US$829 per ounce (Q1 2012 - US$786 per ounce).
  • The Zun-Holba and Irokinda Gold Mines produced 28,970 ounces (Q1 2012 - 30,426 ounces) (100%) at a total cash cost of US$829 per ounce.
  • The Taparko-Bouroum Gold Mine produced 28,816 ounces (Q1 2012 - 33,747 ounces) (100%) at a total cash cost of US$790 per ounce.
  • Gold production at Berezitovy was 25,616 ounces (Q1 2012 - 20,284 ounces) (100%) at a total cash cost of US$873 per ounce.

Corporate

  • On April 16, 2012, High River announced updated reserve and resource estimate and current technical reports for Irokinda and Zun-Holba.
  • On April 24, 2012, High River announced updated reserve and resource estimate and current technical reports for its Berezitovy and Burkina Faso properties.
  • On May 14, 2012, Yury Lopukhin replaced Konstantin Sobolevsky as Chief Executive Officer and Georgy Smirnov was appointed as Chief Financial Officer of High River.
  • On June 8, 2012, High River filed technical reports for its Berezitovy and Burkina Faso properties.

Subsequent Events

  • On July 18, 2012, Nord Gold N.V. ("Nordgold") announced its intention to make a formal offer to acquire the common shares ("Common Shares") of the Company that Nordgold and its affiliates do not already own, including Common Shares issuable upon exercise of convertible High River securities, for a price per Common Share, at the option of the tendering shareholder, of either (a) 0.285 global depositary receipts of Nordgold or (b) $1.40 in cash (the "Offer").
  • On July 18, 2012, the board of directors of the Company (the "Board") established a special committee of independent directors (the "Special Committee") to consider the Offer, alternatives to the Offer, and engage a financial advisor to prepare the formal valuation of High River in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Special Committee has engaged Paradigm Capital Inc. to prepare the formal valuation and expects to receive such valuation by mid-September 2012. The Special Committee has also engaged Fraser Milner Casgrain LLP as its legal counsel.
  • On July 20, 2012, the Company filed on SEDAR an amended and restated annual information form ("AIF") for the year ended December 31, 2011. The original AIF was filed on March 30, 2012. The amended and restated AIF provides updated mineral reserve and mineral resource estimates for the Zun-Holba, Irokinda, and Berezitovy mines in Russia, as well as High River's properties in Burkina Faso. The Company also filed revised technical reports with respect to its Berezitovy and Burkina Faso properties that address minor deficiencies in the original technical reports filed on June 8, 2012.

DISCUSSION OF FINANCIAL RESULTS

Selected Financial Results

The Company reported a net income of $31.5 million ($0.04 per share) in Q2 2012 compared to a net income of $57.6 million ($0.07 per share) during Q1 2012 and net income of $41.4 million ($0.05 per share) in Q2 2011.

In thousands of Canadian dollars Three months ended Six months ended
(except per share amounts) June 30, 2012 June 30, 2011 June 30, 2012 June 30, 2011
Gold revenue $ 135,526 $ 136,204 $ 274,423 $ 258,566
Net income (loss) 31,576 41,375 89,213 78,674
Net income (loss) per share (basic) 0.04 0.05 0.11 0.09
Cash provided by (used in) operating activities 49,812 42,893 121,244 96,410
Weighted average number of shares outstanding (basic) 840,218,962 840,218,962 840,218,962 840,218,962

About High River

High River is an unhedged gold company with interests in producing mines, development and advanced exploration projects in Russia and Burkina Faso. Two underground mines, Zun-Holba and Irokinda, are situated in the Lake Baikal region of Russia. Two open pit gold mines, Berezitovy in Russia and Taparko-Bouroum in Burkina Faso, are also in production. Finally, High River has a 90% interest in a development project, the Bissa gold project in Burkina Faso, and a 50% interest in an advanced exploration project with NI 43-101 compliant resource estimates, the Prognoz silver project in Russia.

FORWARD LOOKING INFORMATION

This release contains forward-looking statements. Wherever possible, words such as "intends", "expects", "scheduled", "estimates", "anticipates", "believes", and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, have been used to identify these forward-looking statements. Although the forward-looking statements contained in this release reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, High River cannot be certain that actual results will be consistent with these forward-looking statements. A number of factors could cause events and achievements to differ materially from the results expressed or implied in the forward-looking statements. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause High River's actual results, events, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although High River has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended, including those risk factors discussed in the Company's most recent Annual Information Form. There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking statements. Any forward-looking statements are made as of the date of this release, and High River assumes no obligation to update or revise them to reflect new events or circumstances, unless otherwise required by law.

High River Gold Mines Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
For the three and six months ended 30 June
(In thousands of Canadian Dollars)
Three months ended Six months ended
Notes 30 June, 2012 30 June, 2011 30 June, 2012 30 June, 2011
Revenue
Gold 135,526 136,204 274,423 258,567
Silver 1,578 2,902 3,364 4,902
137,104 139,106 277,787 263,469
Cost of sales (80,488 ) (79,658 ) (157,053 ) (136,482 )
Gross Profit 56,616 59,448 120,734 126,987
Exploration expenses - 4,036 - -
General and administrative expenses (522 ) (384 ) (1,127 ) (1377 )
Other expenses, gains and losses (11,697 ) (3,993 ) (778 ) (9,044 )
Interest income 2,337 1,251 6,114 3,022
Finance costs (2,343 ) (1,223 ) (2,657 ) (3,129 )
Profit before income taxes 44,390 59,134 122,286 116,458
Income tax expense (8,803 ) (14,106 ) (24,066 ) (26,529 )
Profit for the year 35,587 45,029 98,220 89,930
Attributable to:
Non-controlling interest 4,011 3,653 9,007 11,255
Equity holders of the Company 31,577 41,375 89,213 78,674
Profit for the year 35,587 45,029 98,220 89,930
Other Comprehensive (loss) Income
Net (loss) gains on available for sale financial assets (13,829 ) (9,846 ) (14,899 ) (1,923 )
Exchange differences on translation of foreign operations (30,775 ) (74,582 ) (11,636 ) (57,380 )
Other comprehensive (loss) income, net of tax (44,604 ) (84,428 ) (26,535 ) (59,303 )
Attributable to:
Non-controlling interest 16 4,011 3,653 9,006 11,255
Equity shareholders of the Company (13,028 ) (43,052 ) 62,678 19,372
Comprehensive Income, net of tax (9,017 ) (39,399 ) 71,685 30,627
Profit attributable to equity holders of the Company 31,577 41,375 89,213 78,674
Weighted average number of ordinary shares outstanding 840,218,962 840,218,962 840,218,962 840,218,962
Basic and diluted earnings per share 0.04 0.05 0.11 0.09
High River Gold Mines Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands of Canadian Dollars)
Notes As at
30 June, 2012
As at
31 December, 2011
ASSETS
Current Assets
Cash & cash equivalents 3 18,003 162,310
Inventories 4 140,819 121,690
Loans to related parties 5 101,329 24,360
Other assets 6 60,022 37,690
320,173 346,050
Non-Current Assets
Exploration and evaluation assets 7 95,272 80,035
Mine properties 8 103,026 107,105
Property, plant & equipment 9 363,623 244,131
Available for sale financial assets 68,674 86,023
Loans to related parties 5 64,694 57,219
Other assets 6 3,023 9,654
Deferred tax assets 77,582 77,610
775,894 661,777
TOTAL ASSETS 1,096,067 1,007,826
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities 11 86,160 51,566
Loans and other borrowings 12 10,140 20,531
Derivative Financial Liabilities - -
Income tax payable 9,058 17,846
105,358 89,942
Non-Current Liabilities
Provisions 13 19,328 19,147
Deferred tax liabilities 94,917 93,957
114,245 113,104
TOTAL LIABILITIES 219,603 203,047
EQUITY
Share Capital 640,157 640,157
Contributed surplus 25,079 25,079
Available for sale reserve 56,032 70,930
Foreign currency translation reserve (56,708 ) (45,071 )
Retained Earnings/(Deficit) 147,729 58,515
Equity attributable to equity holders of the Company 812,289 749,610
Non-controlling interest 16 64,175 55,169
TOTAL EQUITY 876,464 804,779
TOTAL LIABILITIES AND EQUITY 1,096,067 1,007,826
High River Gold Mines Ltd.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in thousands of Canadian Dollars)
Year to Date
OPERATING ACTIVITIES 30 June 2012 30 June 2011
Profit after income taxes 98,220 89,930
Adjustments to profit for non-cash items
Depreciation and amortization 31,227 28,397
Accretion expense 617 952
Write-down of exploration - (175 )
Loss/(gain) on disposal of investments (108 ) (432 )
Non-cash mining costs (559 ) (1,526 )
Equity loss from associated company - -
Fair value adjustment to financial instruments - -
Share based payment expense - -
Interest on capital lease - -
Gain/(loss) on disposal of property, plant and equipment 8 (601 )
Deferred tax expense 36,337 10,420
Other non-cash items (2,769 ) 12,678
Working Capital Adjustments
Change in trade receivable and other assets (12,323 ) (6,845 )
Change in inventories (19,129 ) (26,441 )
Change in other assets (3,129 ) (5,499 )
Change in accounts payable and accrued liabilities 24,054 2,994
Income tax paid (31,201 ) (7,436 )
NET OPERATING CASH FLOWS 121,244 96,416
INVESTING ACTIVITIES
Investment in exploration and evaluation assets (19,261 ) (21,546 )
Expenditure on property, plant and equipment (154,370 ) (15,937 )
Allocation of restricted cash -
Proceeds on sale of property, plant and equipment 23 1,273
Other investing activities (726 ) (895 )
NET INVESTING CASH FLOWS (174,334 ) (37,104 )
FINANCING ACIVITIES
Payments of loans and borrowings (10,597 ) (10,283 )
Joint venture repayment of Prognoz contribution - 18,885
Other Financing activities (82,366 ) (16,726 )
NET FINANCING CASH FLOWS (92,963 ) (8,124 )
Increase (decrease) in cash and cash equivalents (146,053 ) 51,187
Net foreign exchange difference 1,746 2,113
Cash and cash equivalents, beginning of the period 162,310 153,964
Cash and cash equivalents, end of the period 18,003 207,264

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