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Registered number: 00666509
PHILIPPINE GOLD LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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PHILIPPINE GOLD LIMITED
COMPANY INFORMATION
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Neil Malcolm Gillam FCCA ACA CTA
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PricewaterhouseCoopers LLP
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Chartered Accountants and Statutory Auditors
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PHILIPPINE GOLD LIMITED
CONTENTS
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Independent auditors' report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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PHILIPPINE GOLD LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report and financial statements for the year ended 30 June 2024.
The profit for the year after taxation amounted to $192,193 (2023 – loss of $48,665). No dividends were declared during the year (2023 – $nil) and the directors do not recommend a final dividend.
Principal activities and review of the business
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Philippine Gold Limited (the company) provides management and financial support to its associate, Filminera Resources Limited (Filminera), and carries an investment in Philippine Gold Processing and Refining Corporation (PGPRC) whose principal activities are the operation of and exploration of mining interests at the Masbate Gold project in the Philippines. The directors do not anticipate any change in the foreseeable future.
The board of the ultimate parent undertaking is responsible for the oversight of the group entities risk management and control framework. Responsibility for control and risk management is delegated to the appropriate level of management within the group with the Chief Executive Officer and Chief Financial Officer having ultimate responsibility to the board for the risk management and control framework.
Arrangements put in place by the board to monitor risk management include quarterly reporting to the board in respect of operations and the financial position of the consolidated group.
The financial statements have been prepared on a going concern basis not withstanding net current liabilities of
$8,018,100 (2023 - $8,210,293), including loans payable to group undertakings of $8,097,366 (2023 -$8,164,913) (Note 13). The directors consider the going concern basis to be appropriate because the company's ultimate parent, B2Gold Corp., has confirmed that it will provide financial support to the company, through a letter of support, to the extent that funds for working capital requirements are not otherwise available for at least a period of 12 months from the date of signing the financial statements.
The directors understand that B2Gold Corp. is currently in a strong financial position to continue the mining operations and exploration activities at the Masbate Project, and to continue to support the company as required. B2Gold Corp.'s Condensed Interim Consolidated Balance Sheet as at 30 September 2024 had net assets of $3,189 million of which cash and cash equivalents amounted to $431 million.
On 24 November 2024, PGPRC, the Company’s wholly owned subsidiary, declared a dividend of $130 million. In December 2024, the dividend was paid and the Company received $110.5 million (net of $19.5 million withholding tax). The Company subsequently repaid amounts owed to group undertakings of $8,068,182 and declared and paid an interim dividend of $102,431,818 to the parent company.
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PHILIPPINE GOLD LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Financial risk management
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Credit risk – Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. Being part of the B2Gold Corp. Group, the Company uses the same credit risk management procedures as that used by B2Gold Corp. Group to monitor credit risk through reviewing inputs to the valuation model used to determine future cash flows of PGRPC to determine if any impairment exists. To date, there have been no indicators which would cause the Company and B2Gold Corp. Group to impair the investment in PGPRC.
Gold price risk – Being part of the B2Gold Corp. Group, the Company is exposed to movements in the gold price. As part of the risk management policy of the Group and in compliance with the conditions required by the Group’s financiers, a variety of financial instruments are used from time to time to reduce exposure to unpredictable fluctuations in the project life revenue streams.
Foreign currency risk – The Company and B2Gold Corp. Group’s policy is to manage its foreign currency exposure through holding its cash largely in USD, being the same currency as the majority of its costs. As a result, the B2Gold Corp. Group does not have a material exposure to foreign currency risk.
Liquidity risk – The company is reliant on funding from the Group.
This report was approved by the board on 19 December 2024 and signed on its behalf.
Michael Andrew Cinnamond
Director
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PHILIPPINE GOLD LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to $192,193 (2023 - loss $48,665).
At the year end, the company had net liabilities of $1,668,781 (2023 - $1,860,974) including loans payable to group undertakings of $8,097,366 (2023 - $8,164,913).
The directors do not recommend the payment of a dividend for the year (2023: $Nil).
The directors who served during the year were:
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Neil Malcolm Gillam FCCA ACA CTA
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The company will continue to focus on its efforts of providing management and financial support to its related undertakings with the objective of continuing mining operations and exploration activities at Masbate Gold project in the Philippines.
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PHILIPPINE GOLD LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
The auditors, PricewaterhouseCoopers LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on 19 December 2024 and signed on its behalf.
Michael Andrew Cinnamond
Director
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PHILIPPINE GOLD LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHILIPPINE GOLD LIMITED
Report on the audit of the financial statements
Opinion
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In our opinion Philippine Gold Limited's financial statements:
∙give a true and fair view of the state of the Company's affairs as at 30 June 2024 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which comprise: Statement of financial position as at 30 June 2024; Statement of comprehensive income and the Statement of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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PHILIPPINE GOLD LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHILIPPINE GOLD LIMITED (CONTINUED)
Reporting on other information
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The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 30 June 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
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PHILIPPINE GOLD LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHILIPPINE GOLD LIMITED (CONTINUED)
Responsibilities for the financial statements and the audit
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Responsibilities of the directors for the financial statements
As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and applicable tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting to influence the reported performance of the company. Audit procedures performed by the engagement team included:
∙Enquiries with management regarding any known or suspected instances of non-compliance with laws and regulations and fraud;
∙Evaluation of management's controls designed to prevent and detect irregularities;
∙Review of Board minutes; and
∙Challenging approaches taken by management in areas involving judgement and estimation.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
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PHILIPPINE GOLD LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHILIPPINE GOLD LIMITED (CONTINUED)
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
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Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙we have not obtained all the information and explanations we require for our audit; or
∙adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Entitlement to exemptions
Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: take advantage of the small companies exemption in preparing the Directors' Report. We have no exceptions to report arising from this responsibility.
Jane Ferguson (Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Glasgow
19 December 2024
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PHILIPPINE GOLD LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
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Income from shares in group undertakings
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Profit/(loss) for the financial year
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There was no other comprehensive income for 2024 (2023:$NIL).
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The notes on pages 12 to 21 form part of these financial statements.
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PHILIPPINE GOLD LIMITED
REGISTERED NUMBER: 00666509
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 December 2024.
The notes on pages 12 to 21 form part of these financial statements.
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PHILIPPINE GOLD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
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Comprehensive expense for the year
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Total comprehensive expense for the year
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Comprehensive expense for the year
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Total comprehensive expense for the year
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The notes on pages 12 to 21 form part of these financial statements.
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
Philippine Gold Limited is a private company limited by shares incorporated in England and Wales.
The Registered Office is Leytonstone House, 3 Hanbury Drive, Leytonstone, London, E11 1GA.
The principal activity of the Company is the provision of management and financial support to its associate, Filminera Resources Limited (Filminera), and the Company carries an investment in Philippine Gold Processing and Refining Corporation (PGPRC). The principal activities of these companies are the operation of and exploration of mining interests at the Masbate Gold project in the Philippines.
Philippine Gold Limited Regional Operating Headquarters ("ROHQ") established in the Philippines, is an overseas branch of the Company and therefore its results are reported together with the Company’s.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47,
11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a)
12.29(a), 12.29(b) and 12.29A;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of B2Gold Corp. as at 31 December 2023 and these financial statements may be obtained from Park Place, Suite 3400 - 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis notwithstanding net current liabilities of $8,018,100, including loans payable to group undertakings of $8,097,366 (Note 13). The directors consider the going concern basis to be appropriate because the company's ultimate parent, B2Gold Corp., has confirmed that it will provide financial support to the company, through a letter of support, to the extent that funds for working capital requirements are not otherwise available for at least a period of 12 months from the date of signing the financial statements.
The directors understand that B2Gold Corp. is currently in a strong financial position to continue the mining operations and exploration activities at the Masbate Project, and to continue to support the company as required. B2Gold Corp.'s Condensed Interim Consolidated Balance Sheet as at 30 September 2024 had net assets of $3,189 million of which cash and cash equivalents amounted to $431 million.
On 24 November 2024, PGPRC, the Company’s wholly owned subsidiary, declared a dividend of $130 million. In December 2024, the dividend was paid and the Company received $110.5 million (net of $19.5 million withholding tax). The Company subsequently repaid the amounts owed to group undertakings of $8,068,182 and declared and paid an interim dividend of $102,431,818 to the parent company.
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Preparation of consolidated financial statements
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The company is exempt from preparing consolidated financial statements by virtue of s401 of the Companies Act 2006. The ultimate company, for whom consolidated financial statements are prepared is for B2Gold Corp., a company incorporated in Canada. The financial statements therefore present information about the company as an individual and not about the group. Copies of the consolidated financial statements of B2Gold Corp. are available from its registered office, Park Place, Suite 3400 - 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8 or can be obtained from https://www.b2gold.com /investors/financials /.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is USD.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Revenue primarily represents the income derived from recharges of costs incurred by the company plus a margin. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Tax is recognised in the Statement of comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Investments in subsidiaries are measured at cost less accumulated impairment.
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
2.Accounting policies (continued)
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Equity dividends are recognised when they become legally payable or receivable. Interim equity dividends are recognised when paid or received. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In preparing these financial statements, management believes that there are no key assumptions made concerning the future, and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
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An analysis of turnover by class of business is as follows:
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All turnover arose within the Philippines.
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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The operating profit/(loss) is stated after (charging)/crediting:
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Foreign exchange profit/(loss)
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Fees payable to the Company's auditors and their associates for the audit of the Company's annual financial statements
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Staff costs were as follows:
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Staff costs relate to ROHQ employees who provide consulting services for the company's associates in the Philippines.
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The average monthly number of employees, including the directors, during the year was as follows:
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Consulting services (ROHQ)
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Fees payable to the directors during the year amounted to $32,130 (2023: $28,944).
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Foreign tax on expense for the year
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Adjustments in respect of previous periods
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 20.50%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) before tax multiplied by standard rate of corporation tax in the UK of 25% (2023 - 20.50%)
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Utilisation of tax losses
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Unrelieved tax losses carried forward
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Other differences leading to an increase (decrease) in the tax charge
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
9.Tax on profit/(loss) (continued)
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Factors that may affect future tax charges
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The Company has approximately $5.1 million (2023: $5.3 million) of capital and operating losses to carry forward for future years with no fixed expiry terms that have not been recognised as deferred tax assets due to the uncertainty of any future taxable profit.
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Investments in subsidiary companies
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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The following were subsidiary undertakings of the Company:
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Filminera Resources Corporation
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3rd Floor, Corinthian Plaza, 121 Paseo de Roxas, Makati, 1229 Philippines
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Philippine Gold Processing and Refining Corporation
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3rd Floor, Corinthian Plaza Building,121 Paseo De Roxas, Makati City, 1229, Philippines
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In December 2023, the Company's interest in Philippine Gold Processing and Refining Corporation ("PGPRC") increased by 27% bringing its total holdings in PGPRC to 100%. The increased shareholding in PGPRC was a result of a company in B2Gold Corp group that fully redeemed their 27% preferred share interest in PGPRC. Consequently, their preferred share interest was reduced to 0% resulting in Philippine Gold Limited now owning 100% of PGPRC’s common shares.
On 11 October 2023, Filminera Resources Corporation, a company in which Philippine Gold Limited ("PGL") has a 40% stake, declared a dividend of $500,000 of which PGL's share was $170,000 (net of $30,000 withholding tax).
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The loan from group undertakings can be called in after 10 days with written notice and is interest free.
Subsequent to the year ended June 30, 2024, the Amounts owed to group undertakings was repaid in full (refer to Note 17).
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Allotted, called up and fully paid
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1 (2023 - 1) Ordinary share of $0.05
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Foreign exchange reserve
The reserve records exchange rate movements on equity related transactions.
Accumulated losses
Includes all current and prior periods retained profits and losses accumulated to date.
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Related party transactions
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The Company has applied the exemption available under FRS 102 Section 33 not to disclose any intra group related party transactions with companies in the group headed by B2Gold Corp. where the subsidiary which is party to the transaction is wholly owned.
On 11 October 2023, Filminera Resources Corporation, a company in which Philippine Gold Limited ("PGL") has a 40% stake, declared a dividend of $500,000 of which PGL's share was $170,000 (net of $30,000 withholding tax).
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PHILIPPINE GOLD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
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Post balance sheet events
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On 24 November 2024, PGPRC, the Company’s wholly owned subsidiary, declared a dividend of $130 million. In December 2024, the dividend was paid and the Company received $110.5 million (net of $19.5 million withholding tax). The Company subsequently repaid the amounts owed to group undertakings of $8,068,182 and declared and paid an interim dividend of $102,431,818 to the parent company.
The Company's ultimate controlling party is B2Gold Corp., a company incorporated in Canada.
The largest and smallest group for which consolidated financial statements are drawn up and of which the company is included is the group headed by B2Gold Corp.
Copies of the consolidated financial statements of B2Gold Corp. are available from its registered office, Park Place, Suite 3400 - 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8 or can be obtained from https://www.b2gold.com /investors/financials /.
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