THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document or the action
you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager,
solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial
Services and Markets Act 2000 (FSMA).
This document comprises a Prospectus relating to CIC Gold Group Limited prepared in accordance with the Prospectus Rules of the Financial Conduct
Authority (the FCA) made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This document has been filed with the FCA
and made available to the public in accordance with Rule 3.2 of the Prospectus Rules .
Application will be made to the FCA for all of the common shares of no par value in the Company (the Common Shares) to be admitted to the standard
listing segment of the Official List of the UK Listing Authority (the Official List) by way of a Standard Listing under Chapter 14 of the listing rules published by
the UK Listing Authority under section 73A of FSMA as amended from time to time (the Listing Rules) and to the London Stock Exchange plc (the London
Stock Exchange) for such Common Shares to be admitted to trading on the London Stock Exchanges main market for listed securities (together, Admission).
Admission to trading on the London Stock Exchanges main market for listed securities constitutes admission to trading on a regulated market. No application
has been made, or at this time is intended to be made, for the Common Shares to be admitted for listing or dealt with on any other stock exchange. It is
expected that Admission will become effective, and that unconditional dealings in the Common Shares will commence, at 8.00am on 23 June 2015.
The Company and each of the Directors, whose names appear on page 36 of this document, accept responsibility for the information contained in this
document. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the
information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
INVESTORS SHOULD READ THIS DOCUMENT IN ITS ENTIRETY. IN PARTICULAR, YOUR ATTENTION IS DRAWN TO PART 1: RISK FACTORS FOR A DISCUSSION
OF THE RISKS THAT MIGHT AFFECT THE VALUE OF YOUR SHAREHOLDING IN THE COMPANY.

(Incorporated under Republic of Seychelles International Business Companies Act 1994 with certificate of incorporation number 145872)

Admission to the Standard Listing segment of the Official List

(by way of a Standard Listing under Chapter 14 of the Listing Rules)
and to
trading on the London Stock Exchanges Main Market for listed securities
of
103,590,000 Common Shares

VSA Capital Limited

Financial Adviser & Broker
The Company is not offering any Common Shares nor any other securities in connection with Admission. This document does not constitute an offer to sell,
or the solicitation of an offer to subscribe for or buy, any Common Shares nor any other securities in any jurisdiction. The Common Shares will not be
generally made available or marketed to the public in the UK or any other jurisdiction in connection with Admission.
The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the Securities Act), or under
the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of any province or territory of Australia,
Canada, Japan, South Africa or the Republic of Ireland. Securities may not be offered or sold in the United States absent: (i) registration under the Securities
Act; or (ii) an available exemption from registration under the Securities Act. The Common Shares have not been and will not be offered or sold in the United
States, Australia, Canada, Japan, South Africa or the Republic of Ireland or to or for the account or benefit of any person resident in Australia, Canada, Japan,
South Africa or the Republic of Ireland and this document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Common
Shares in such jurisdictions or in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication or
approval requirements on the Company. These materials may not be published, distributed or transmitted by any means or media, directly or indirectly, in
whole or in part, in or into the United States, Australia, Canada, Japan, South Africa or the Republic of Ireland. The distribution of this document in other
jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves of and observe any
restrictions.

This document has not been registered with nor approved by the Financial Services Authority of the Republic of Seychelles or any other securities or other
authority in the Seychelles, and it should be distinctly understood that the Financial Services Authority of the Republic of Seychelles or any such other
authority does not vouch for the financial soundness of the Company nor take responsibility for the contents of this document. The Financial Services
Authority of the Republic of Seychelles or any such other authority shall not be liable for any action suffered as a result of reliance on this document.
Application will be made for the Common Shares to be admitted to the standard segment of the Official List. A Standard Listing affords investors in the
Company a lower level of regulatory protection than that afforded to investors in companies whose securities are admitted to the premium segment of the
Official List, which are subject to additional obligations under the Listing Rules. It should be noted that the UK Listing Authority will not have the authority to
(and will not) monitor the Companys compliance with any of the Listing Rules and/or any provision of the Model Code or those aspects of the Disclosure and
Transparency Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any
failure by the Company to so comply.
VSA Capital Limited (VSA), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in
relation to Admission and the arrangements referred to in this document. VSA will not regard any other person (whether or not a recipient of this document)
as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of VSA or
for providing any advice in relation to Admission, the contents of this document or any transaction or arrangement referred to herein. No liability whatsoever
is accepted by VSA for the accuracy of any information or opinions contained in this document or for the omission of any material information, for which it is
not responsible.
Without prejudice to any obligation of the Company to publish a supplementary Prospectus pursuant to section 87G of the FSMA or Rule 3.4 of the
Prospectus Rules, the publication of this document does not create any implication that there has been no change in the affairs of the Company since, or that
the information contained herein is correct at any time subsequent to, the date of this document. Notwithstanding any reference herein to the Companys
website, the information on the Companys website does not form part of this document.

Dated 18 June 2015

CONTENTS
SUMMARY INFORMATION..................................................................................................................................................... 5
PART 1 RISK FACTORS .......................................................................................................................................................... 16
PART 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................................... 26
PART 3 DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE, AND ADVISERS ............................................................ 29
PART 4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS......................................................................................................... 31
PART 5 THE BUSINESS .......................................................................................................................................................... 32
PART 6 DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE .................................................................. 36
PART 7 CONSEQUENCES OF A STANDARD LISTING ............................................................................................................. 41
PART 8 THE REOUBLIC OF SEYCHELLES................................................................................................................................ 43
PART 9 (A) ACCOUNTANTS REPORT ON THE GROUP ......................................................................................................... 44
PART 9 (B) HISTORICAL FINANCIAL INFORMATION OF THE GROUP.................................................................................... 46
PART 10 (A) ACCOUNTANTS REPORT ON TOP TEN............................................................................................................. 57
PART 10 (B) HISTORICAL FINANCIAL INFORMATION OF TOP TEN ....................................................................................... 59
PART 11 UNAUDITED PRO FORMA FINANCIAL INFORMATION ........................................................................................... 67
PART 12 ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA FINANACIAL INFORMATION.................................... 69
PART 13 CREST AND DEPOSITARY ARRANGEMENTS ........................................................................................................... 71
PART 14 TAXATION .............................................................................................................................................................. 76
PART 15 ADDITIONAL INFORMATION.................................................................................................................................. 79
PART 16 DEFINITIONS ........................................................................................................................................................ 101

THIS PAGE IS INTENTIONALLY LEFT BLANK

SUMMARY INFORMATION
Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A
E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of security and issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements.
Even though an Element may be required to be inserted in the summary because of the type of security and issuer, it is
possible that no relevant information can be given regarding the Element. In this case, a short description of the
Element is included in the summary with the mention of not applicable.
Section A Introduction and warnings
A.1

Introduction
warnings

A.2

Consent
intermediaries

and

This summary must be read only as an introduction to the Prospectus. Any decision to
invest in Common Shares should be based on consideration of the Prospectus as a
whole by the investor. Where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor might, under the national
legislation of the Member States, have to bear the costs of translating the Prospectus
before the legal proceedings are initiated. Civil liability attaches only to those persons
who have tabled the summary, including any translation thereof, but only if the
summary is misleading, inaccurate or inconsistent when read together with other parts
of the Prospectus or it does not provide, when read together with the other parts of
the Prospectus, key information in order to aid investors when considering whether to
invest in such securities.

for

Not applicable; the Company has not given its consent to the use of this document for
the resale or final placement of the Common Shares by financial intermediaries.

Section B Issuer
B.1
B.2

Legal and commercial

name
Domicile/legal
Form/legislation/cou
ntry of
incorporation

CIC Gold Group Limited.

The Company was incorporated and registered in the Republic of Seychelles on 6 May
2014 under the International Business Companies Act 1994 and the regulations made
thereunder as a tax-exempt international business company limited by shares, with the
name CIC Gold Group Limited and with registered number 145872.

B.3

Current
operations/principal
activities and markets

The Company was established in order to seek acquisition opportunities in the gold
sector. The Company has not as yet commenced operations and, save as set out in
this document, has not entered into any significant transactions or financial
commitments.
The Companys strategy is to make acquisitions in undervalued gold properties
where gold is the principal commodity or gold mining is the principal activity, held
by quoted and private companies with strong underlying fundamentals suitable of
producing substantial increases in value by funding and applying de-risking
strategies and other corporate actions.

B.4a

Significant
trends

recent

B.5

Group structure

The fundamentals that the Company will seek are acquisitions in gold mineral
assets that are located in known major gold regions, close to major producing
mines and have strong technical evidence of major gold potential. It is anticipated
that these gold companies will be located in Asia or Africa, but should suitable
opportunities be available outside of these geographical locations, they will be
pursued. CIC Gold has experienced directors having skills in adding value to gold
mines and gold mining operations on an international basis.
In times of economic duress high-quality, liquid assets such as gold are in high
demand. Gold demand is linked to consumption and long-term savings and not for
speculative purposes. As an economy expands, incomes grow and gold demand
increases counterbalancing short-term investment flows. (World Gold Council
September 2014)
The Company is the parent company of the Group. The only subsidiaries of the
Company are as follows:

Name

Country of
incorporation

Proportion of
ownership
interest

Principal
activity

CIC Gold Group

Limited

Hong Kong

100%

Acquisition of
interests in gold
mining assets

China

100%

Group treasury
company

Top Ten Services

Company

B.6

Major shareholders

All Shareholders have the same voting rights in respect of the existing share capital
of the Company.
As at 17 June 2015 (the latest practicable date prior to the publication of this
Prospectus) and on Admission, insofar as is known to the Company, the following
Shareholders, directly or indirectly, had and will have interests in 3 percent or more
of the Companys capital or voting rights.

Name
CIC Capital Ltd.
Beaufort Nominees Limited
Dell Balfour
M A Brockhurst (Trustee)
Peel Hunt Holdings Limited
CIC Capital Fund Ltd. (Canada)
6

Number of
Common Shares
held
35,840,000
19,838,295
8,222,300
7,500,000
5,646,233
5,280,000

Percentage of
Common Shares
34.60%
19.15%
7.94%
7.24%
5.45%
5.10%

Canaccord Nominees Ltd Canada

B.7

Selected
historical
key
financial information

4,019,679

3.88%

The statement of financial position of the Company and CIC Gold Group Limited
(Hong Kong) as at 31 December is stated below:

Assets
Current assets
Trade and other receivables

353,293

Total assets

353,293

Equity and liabilities

Capital and reserves
Share capital
Convertible Loans classified as equity

1
300,000

Accumulated deficit

(24,413)

Total equity attributable to equity holders

275,588

Current liabilities
Trade and other payables

77,705

Total liabilities

77,705

Total equity and liabilities

353,293

The statement of comprehensive income of the Company and CIC Gold Group
Limited (Hong Kong) for the period from incorporation on 6 May 2014 to 31
December 2014 is stated below:

Revenue
Administrative expenses

(24,413)

Operating loss and loss on ordinary activities before taxation

Income tax expense
Loss after tax and for the period
Other comprehensive income

(24,413)
(24,413)
-

Total comprehensive loss attributable to owners of the parent

(24,413)

On 19 August 2014 and 13 January 2015, the Company was granted two unsecured,
interest free convertible loans of 300,000 and 1,425,000 respectively from CIC
Fund, documented by way of a loan agreement dated 12 January 2015. On 13
January 2015 the loans were converted into 28,750,000 Common Shares (the
Conversion Shares) each with one Convertible Loan Warrant attached and CIC
Fund distributed the Conversion Shares, but not the Convertible Loan Warrants, to
its shareholders on the same date. On 3 April 2015 the balance of loan monies of
1,483,034 was transferred to Top Ten Services Company. CIC Fund is a related
party by virtue of being a shareholder.
The statements of financial position of Top Ten Services Company as at 31 January
2013, 2014 and 2015 are stated below:
7

Assets
Current assets
Cash and cash equivalents
Total assets
Equity and liabilities
Capital and reserves
Share capital
Accumulated deficit
Total equity attributable to equity
holders
Current liabilities
Trade and other payables
Total liabilities
Total equity and liabilities

31 January
2013
RMB

31 January
2014
RMB

31 January
2015
RMB

930
930

(7,113,287)
(7,113,287)

6,468,272
(7,114,217)
(645,945)

6,468,272
(6,468,272)
-

7,114,217
7,114,217
930

645,945
645,945
-

The statements of comprehensive income of Top Ten Services Company for each of
the three years ended 31 January 2013, 31 January 2014 and 31 January 2015 are
stated below:

Revenue
Administrative expenses
Other income
Operating
(loss)/profit
and
(loss)/profit on ordinary activities
before taxation
Income tax expense
(Loss)/profit after tax and for the
period
Other comprehensive income
Total comprehensive (loss)/profit
attributable to owners of the
parent

B.8

Selected key pro

forma
financial
information

31 January
2013
RMB
(1,180)
(1,180)

31 January
2014
RMB
(930)
(930)

31 January
2015
RMB
645,945
645,945

(1,180)

(930)

645,945

(1,180)

(930)

645,945

Set out below is an unaudited pro forma statement of net assets and earnings of
the Group as at 31 December 2014 and for the period then ended, which has been
prepared on the basis set out in the notes below to illustrate the effect of the
Admission, the receipt of the balance due on the first Convertible Loan, the receipt
in full of the second Convertible Loan and the CIC Fund Loan Conversion on the net
assets and earnings of the Group had the Admission occurred on 31 December
2014:
Unaudited pro forma statement of net assets

Group
net assets
as at
31 December
2014

Payment of
Admission
costs
(Note 2)

Unaudited
pro forma
net assets
of the
Group
(Note 3)

Receipt of
Convertible
Loan
(Note 1)

Assets
Current assets
Trade and other receivables
Cash
Total assets

353,293
353,293

(213,704)
1,638,704
1,425,000

(139,589)
(375,130)
(514,719)

1,263,574
1,263,574

Liabilities
Current liabilities
Trade and other payables
Total current liabilities

(77,705)
(77,705)

64,719
64,719

(12,986)
(12,986)

275,588

1,425,000

(450,000)

1,250,588

Net assets

Unaudited pro forma statement of earnings

Group
earnings
for the
period
ending
31
December
2014

Receipt of
Convertible
Loan
(Note 1)

(24,413)

(24,413)

Loss before taxation

Income tax expense
Loss after taxation
Loss for the period
Other
comprehensive
income
Total comprehensive
loss attributable to
owners
of
the
parent

Revenue
Administrative
expenses
Other income
Operating loss

Top Ten
earnings
(Note 3)

Unaudited
pro forma
earnings of
the Group
(Note 4)

(450,000)

(474,413)

(450,000)

69,531
69,531

69,531
(404,882)

(24,413)
(24,413)

(450,000)
(450,000)

69,531
69,531

(404,882)
(404,882)

(24,413)
-

(450,000)
-

69,531
-

(404,882)
-

(24,413)

(450,000)

69,531

(404,882)

Admission
costs
(Note 2)

Note 1:
The adjustment of 1,638,704 represents the receipt of both the balance due on
the first Convertible Loan of 213,704 and the receipt in full of the second
Convertible Loan of 1,425,000, comprising an unsecured, interest free Convertible
9

Loan from CIC Fund. Like the first Convertible Loan, the second Convertible Loan
has been classified as equity on the Groups unaudited pro forma balance sheet.
Note 2:
The adjustment of (450,000) represents total Admission costs. As at 31
December 2014, the Groups balance sheet included 139,589 of prepaid Admission
costs and 64,719 of trade payables relating to Admission costs. The difference
74,870 represented Admission costs paid during the period. Included within the
unaudited pro forma statement of net assets is the cash payment of the balance of
Admission costs of 375,130. Included in the unaudited pro forma statement of
earnings is the full amount of Admission costs of 450,000.
Note 3:
The net assets of Top Ten as set out in Part 10 (B) (Historical Financial Information of
Top Ten) have no effect on the unaudited statement of pro forma net assets of the
Group as at 31 December 2014 on the basis that they are RMBnil as at 31 January
2015. The earnings of Top Ten have been extracted without adjustment from the
audited financial information set out in Part 10 (B) (Historical Financial Information
of Top Ten) of this document, translated at RMB9.29 to 1.

B.9

Profit forecast

B.10

Description of the
nature
of
any
qualifications in the
audit report on the
historical
financial
information
Working
capital
explanation

B.11

Note 4:
The CIC Fund Loan Conversion has no effect on either the unaudited statement
of pro forma net assets of the Group as at 31 December 2014 or on the
unaudited statement of pro forma earnings of the Group for the 8-month
period ended 31 December 2014.
Not applicable; this document does not contain profit forecasts or estimates.
Not applicable; there are no qualifications in the accountants reports on the
historical financial information.

Not applicable. The Company is of the opinion that the Group has sufficient working
capital for its present requirements, that is for at least 12 months from the date of
this document.

Section C Securities
C.1

C.2
C.3
C.4

Type and class of the

securities admitted
to trading

Currency
of
the
securities
Issued share capital
Rights attaching to
the securities

The securities being admitted to trading are the Common Shares of the Company,
which have no par value.
When admitted to trading the Common Shares will have an ISIN of SC0665AHDJ29
and a SEDOL of BWY54F7.
The Common Shares are denominated in UK pounds sterling.
The Company will have 103,590,000 Common Shares in issue on Admission.
The Common Shares rank pari passu in all respects with each other, including for
voting purposes and in full for all dividends and distributions on Common Shares
declared, made or paid after their issue and for any distributions made on a winding
up of the Company. On a show of hands, each Shareholder has one vote and on a
poll each Shareholder has one vote per Common Share held.
10

In accordance with the Memorandum and Articles of Association of the Company,

any Common Shares issued for cash must first be offered to Shareholders in
proportion to their holdings of Common Shares. Such pre-emption rights may be
altered and/or waived by a special resolution of Shareholders.
Except in relation to dividends which have been declared and rights on a liquidation
of the Company, the Shareholders have no right to share in the profits of the
Company.

C.5

C.6

C.7

Restrictions on free
transferability of the
securities
Admission to trading

Dividend policy

The Common Shares are not redeemable. However, the Company may purchase or
contract to purchase any of the Common Shares on or off market subject to
Seychelles law.
The Common Shares are freely transferable and there are no restrictions on transfer.

Application will be made to the UK Listing Authority and the London Stock Exchange
for all of the Common Shares to be admitted to the standard segment of the Official
List and to trading on the London Stock Exchanges Main Market for listed securities,
respectively.
No application has been made or is currently intended to be made for the Common
Shares to be admitted to trading on any other exchange.
The Company has never declared or paid any dividends on the Common Shares. The
Company currently intends to pay dividends on future earnings, if any, when it is
commercially appropriate to do so. Any decision to declare and pay dividends will be
made at the discretion of the Board and will depend on, among other things, the
Companys results of operations, financial condition and solvency and distributable
reserves tests imposed by corporate law and such other factors that the Board may
consider relevant.
Section D Risks

D.1

Key information on
the key risks that are
specific
to
the
Company
or
its
industry

Risks relating to the Groups business and structure

The Group intends to acquire interests and economic exposure in mineral
companies and projects whose operations are subject to all the hazards and risks
normally encountered in the exploration, development and production of minerals,
any of which could result in damage to, or destruction of, mines and other producing
facilities, damage to life or property, environmental damage and possible legal
liability.
It is impossible to ensure that the exploration or development programs planned by
the companies and projects in which the Group acquires an interest will result in a
profitable commercial mining operation. Whether a mineral deposit will be
commercially viable depends on a number of factors, some of which are: (i) the
particular attributes of the deposit, such as size, grade and proximity to
infrastructure; (ii) metal prices that are highly cyclical; and (iii) government
regulations, including regulations relating to prices, taxes, royalties, land use,
importing and exporting of minerals and environmental protection. The exact effect
of these factors cannot be accurately predicted, but the combination of these
factors may result in the Company not receiving an adequate return on invested
capital.
11

Risks associated with identifying suitable mineral property assets

The success of the Company will be dependent upon, inter alia, the identification,
and acquisition of interests in suitable mineral interests. There can be no guarantee
that such mineral interests can or will be identified or that they will be successful.
Commodity prices
The profitability of the Companys interests will be dependent upon the market price
of mineral commodities. Mineral prices fluctuate widely and are affected by
numerous factors beyond the control of the Company. The level of interest rates, the
rate of inflation, the world supply of mineral commodities and the stability of
exchange rates can all cause significant fluctuations in prices. Such external
economic factors are in turn influenced by changes in international investment
patterns, monetary systems and political developments. The price of mineral
commodities has fluctuated widely in recent years, and future price declines could
cause commercial production to be impracticable, thereby having a material adverse
effect on the Companys interests.
Risks associated with target geographies
The Company is targeting acquisition in jurisdictions with varying degrees of
political, legal and commercial stability, in particular, but are not limited to, Asia, and
Africa. Political, civil and social pressures may result in administrative change, policy
reform, changes in law or governmental regulations, which could have a material
adverse effect on the commercial viability of the target acquisition.
Such changes could affect the Company before or after the Acquisition. If operations
are delayed or shut down as a result of political, legal or commercial instability.
Mining licences and contracts
The exploration and future mining and processing objectives of companies and
projects in which the Group acquires an interest are dependent upon the grant,
renewal or continuance in force of appropriate surface and/or subsurface use
contracts, licences, permits and regulatory approvals and consents which may be
valid only for a defined time period, may be subject to limitations and may provide
for withdrawal in certain circumstances. There can be no assurance that such
surface and/or subsurface use contracts, licences, permits, regulatory approvals or
consents would be granted, renewed or continue in force, or, if so, on what terms.
Whilst a company in which the Group acquires an interest may believe it has
obtained all authorisations that are currently expected to be material in the context
of the its business, there can be no assurance that it has every necessary or
desirable authorisation, that the authorisations required to carry on the those
operations will not change or that it will be able to successfully enforce its current
authorisations.
The volume and grade of the ore recovered may not conform to current
expectations. The resources of companies and projects in which the Group acquires
an interest are expected to constitute estimates that comply with standard
evaluation methods. In respect of these estimates, no assurance can be given that
the anticipated tonnages and grades will be achieved, that the indicated level of
recovery will be realised or that mineral resources can be mined or processed
profitably. Actual resources may not conform to geological, metallurgical or other
12

expectations and the volume and grade of ore recovered may be below or above the
estimated levels. In addition, there can be no assurance that mineral recoveries in
small-scale laboratory tests will be duplicated in larger-scale tests under on-site
conditions or during production.

D.3

Key information on
the key risks that are
specific
to
the
securities

Dependence on key personnel

The Company will be dependent on the ability of the Directors, in particular Mr.
Michael M. Smith and Dr. Geoffrey P. Cowley and to provide strategic, legal and
technical direction. In so doing, the Company will be reliant not only on the
experience and ability of those Directors, but also on relationships and business
networks these individuals have developed over a number of years. If such
individuals were to leave the Company, it could have a negative impact on the
Companys ability to achieve its objectives.
The Company may require additional capital in the future and no assurance can be
given that such capital will be available at all or available on terms acceptable to
the Company
The Company will have further capital requirements to the extent it decides to
proceed to expand its activities, or to take advantage of opportunities for
acquisitions, joint ventures or other business opportunities that may be presented
to it. In addition, the Company may not complete necessary financing in a timely
manner on acceptable terms, if at all. Where the Company issues Common Shares in
the future, such issuance may result in the then existing shareholders of the
Company sustaining dilution to their relative proportion of the equity in the
Company.
Share price volatility and trading basis
Notwithstanding the fact that an application will be made for the Common Shares to
be admitted to the Standard Listing segment of the Official List this should not be
taken as implying that there will be a liquid market in the Common Shares and,
accordingly, it may be more difficult for investors to sell their Common Shares. The
share price of publicly traded companies can be highly volatile and subject to wide
fluctuations in response to a variety of factors, which could lead to losses for
Shareholders.
The price of the Common Shares may fluctuate significantly and investors could
lose all or part of their investment
The share price of listed companies can be highly volatile. The market price for the
Common Shares could fluctuate significantly in response to many factors (including
those referred to in this section), as well as stock market fluctuations unrelated to
the trading performances of the Company, legislative changes and general
economic, political or regulatory conditions.
The Common Shares have not previously been publicly traded, and there can be no
assurance that an active and liquid market for the Companys shares will develop
Prior to Admission, there has been no public market for the Common Shares.
Following Admission, an active trading market for the Common Shares may not
develop and become established. If an active trading market is not developed or
maintained, the liquidity and trading price of the Common Shares may be adversely
affected.
If a proposed reverse takeover by the Company is announced or leaked the listing
of the Common Shares may be suspended. Suspension of the Companys shares
13

owing to insufficient information will reduce liquidity in the Common Shares,

potentially for a significant period of time, and may adversely affect the price at
which a Shareholder can sell them
It is the Companys duty under the Listing Rules to contact the UKLA as early as
possible if a Reverse Takeover has been agreed or is in contemplation, to discuss
whether a suspension of the listing is appropriate. The UKLA retains a general power
to suspend a companys securities where it considers it necessary to protect
investors. The UK Listing Authority may decide to exercise such power where the
Company undertakes a transaction which, because of the comparative size of the
Company and any target, would be a Reverse Takeover under the Listing Rules.
A suspension of the Companys Common Shares would materially reduce liquidity in
such shares which may affect an investors ability to realise some or all of his or her
investment and/or the price at which such investor can effect such realisation. If the
Companys listing has been suspended from trading for more than six months, the
listing will be cancelled.
The Companys listing will generally be cancelled on completion of a reverse
takeover and if the Company is not readmitted this will reduce liquidity in the
Common Shares, potentially for a significant period of time, and may adversely
affect the price at which a Shareholder can sell them
The Listing Rules provide that the listing of a companys equity securities will
generally be cancelled when it completes a Reverse Takeover. If the UK Listing
Authority decided to cancel the Companys listing in such circumstances, the
Company would expect to seek the admission to listing at the time of completion of
any such Reverse Takeover. The process for admission following a Reverse Takeover
would require publication of a prospectus and it would be necessary for the
Company to meet the eligibility requirements set by the UK Listing Authority in
order to be admitted. However, there is a risk that such eligibility criteria will not be
met and therefore there is no guarantee that such admission would be granted. A
cancellation of the listing of the Companys Common Shares would materially
reduce liquidity in such shares which may affect an investors ability to realise some
or all of his or her investment and/or the price at which such Investor can effect such
realisation.
Section E Offer
E.1

E.2a

E.3
E.4

E.5

Net
proceeds/estimate of
expenses
Reasons
for
the
offer/use
of
proceeds/net
amount of proceeds
Terms and conditions
of the offer
Interests material to
the issue/conflicting
interests
Name of the offer
or/lock
up
agreements

Not applicable. There will not be an issue; no offer is being made as part of
Common Shares prior to the Admission.
Not applicable; no offer is being made as part of the Admission.

Not applicable; no offer is being made as part of the Admission.

Not applicable; there are no interests, known to the Company, material to
Admission or which are conflicting interests.
The Directors have entered into a lock up agreement whereby they will not sell any
of their holdings in the Company for twelve months from the date of Admission and
only through the Companys broker for the following 12 month period, so as to
14

E.6
E.7

Dilution
Estimated expenses
charged
to
the
investor

maintain an orderly market.

Not applicable; there is no dilution in connection with Admission.
Not applicable; no expenses related to listing are being charged to the investor.

15

PART 1
RISK FACTORS
The Groups business, financial condition or results of operations could be materially and adversely affected by the
risks described below. In such cases, the market price of the Common Shares may decline due to any of these risks
and investors may lose all or part of their investment. Additional risks and uncertainties not presently known to
the Directors, may also have an adverse effect on the Company. The Directors consider the risks disclosed in Part 1
Risk Factors to be the known material risks for potential investors in the Company. However, there may be
additional risks that the Group and the Directors do not currently consider to be material, which have not been
disclosed.
Any investment in the Common Shares is speculative and subject to a high degree of risk. Prior to investing in the
Common Shares, prospective investors should carefully consider the risks and uncertainties associated with any
investment in the Common Shares, the Groups business and the sector in which it operates, together with all
other information contained in this Prospectus, including, in particular, the risk factors described below. Any of the
risks described below, as well as other risks and uncertainties discussed in this Prospectus, could have a material
adverse effect on the Groups business and could therefore have a negative effect on the trading price of the
Common Shares. Prospective investors should note that the risks relating to the Company, its industry and the
Common Shares summarised in the Summary Information are the key risks associated with an investment in the
Common Shares. However, as the risks which the Company faces relate to events and depend on circumstances
that may or may not occur in the future, prospective investors should consider not only the information on the key
risks summarised in the Summary Information but also, among other things, the risks and uncertainties
described below.
The following factors do not purport to be a complete list or explanation of all the risk factors involved in investing
in the Common Shares. Additional risks and uncertainties that are not currently known to the Company may
individually or cumulatively also have an adverse effect on the Groups business, results of operations, financial
condition and prospects. If this occurs, the price of the Common Shares may decline and investors could lose all or
part of their investment. Prospective investors should also consider carefully whether an investment in the
Common Shares is suitable for them in light of the information in this Prospectus and their personal circumstances.

RISKS RELATING TO THE COMPANYS BUSINESS MODEL

Risks relating to the Groups business and structure
The Group intends to acquire interests and economic exposure in mineral companies and projects whose operations
are subject to all the hazards and risks normally encountered in the exploration, development and production of
minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding, pit
wall failure and other conditions involved in the drilling and removal of material, any of which could result in damage
to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and
possible legal liability. Although adequate precautions to minimise risk should be taken by such entities, mining
operations are subject to hazards such as fire, equipment failure or failure of retaining dams around tailings disposal
areas which may result in environmental pollution and consequent liability.
The exploration for and development of mineral deposits is speculative and involves significant risks which even a
combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body
may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.
Once ore is discovered it can take several years to determine whether reserves exist. During this time the economic
viability of production may change. Substantial expenditure may be required to locate and establish mineral
resources or reserves through drilling, metallurgical and other testing techniques, to develop metallurgical processes
16

to extract precious and other metal from the ore and to construct mining and processing facilities at a particular site.
It is impossible to ensure that the exploration or development programs planned by the companies and projects in
which the Group acquires an interest will result in a profitable commercial mining operation. Whether a mineral
deposit will be commercially viable depends on a number of factors, some of which are: (i) the particular attributes
of the deposit, such as size, grade and proximity to infrastructure; (ii) metal prices that are highly cyclical; and (iii)
government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of
minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in the Company not receiving an adequate return on invested capital.
There is no certainty that the expenditures made by the companies and projects in which the Group acquires an
interest towards the search and evaluation of mineral deposits will result in discoveries or development of
commercial quantities of ore. The Company may consider from time to time the acquisition of gold ore reserves,
development properties and operating mines, either as stand-alone assets or as part of companies. Its decisions to
acquire these properties will be based on a variety of factors including historical operating results, estimates of and
assumptions about future reserves, cash and other operating costs, the gold price and projected economic returns,
and evaluations of existing or potential liabilities associated with each property and its operations. Other than
historical operating results, all of these parameters may differ significantly from the Companys estimates and
assumptions. The exact effect of these factors cannot be accurately predicted, but a combination of any of these
factors may result in the Company not receiving an adequate return on invested capital.
Risks associated with identifying suitable mineral property assets
The success of the Company will be dependent upon, inter alia, the identification, and acquisition of interests in
suitable mineral interests. There can be no guarantee that such mineral interests can or will be identified or that they
will be successful.
Risks associated with target geographies
The Company is targeting acquisitions in jurisdictions with varying degrees of political, legal and commercial stability,
in particular, but are not limited to, Asia, and Africa. Political, civil and social pressures may result in administrative
change, policy reform, changes in law or governmental regulations, which could have a material adverse effect on
the commercial viability of the target acquisition.
Such changes could affect the Company before or after the acquisition. If operations are delayed or shut down as a
result of political, legal or commercial instability, the Companys earnings growth may be constrained and the ability
of the Company to generate long term value for Shareholders following the acquisition could be adversely impacted.
Mining licences and contracts
The exploration and future mining and processing objectives of companies and projects in which the Group acquires
an interest are dependent upon the grant, renewal or continuance in force of appropriate surface and/or subsurface
use contracts, licences, permits and regulatory approvals and consents which may be valid only for a defined time
period, may be subject to limitations and may provide for withdrawal in certain circumstances. There can be no
assurance that such surface and/or subsurface use contracts, licences, permits, regulatory approvals or consents
would be granted, renewed or continue in force, or, if so, on what terms.
Whilst a company in which the Group acquires an interest may believe it has obtained all authorisations that are
currently expected to be material in the context of the its business, there can be no assurance that it has every
necessary or desirable authorisation, that the authorisations required to carry on the those operations will not
change or that it will be able to successfully enforce its current authorisations.
Commodity prices
The profitability of the Companys interests will be dependent upon the market price of mineral commodities.
Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The level
of interest rates, the rate of inflation, the world supply of mineral commodities and the stability of exchange rates
17

can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in
international investment patterns, monetary systems and political developments. The price of mineral commodities
has fluctuated widely in recent years, and future price declines could cause commercial production to be
impracticable, thereby having a material adverse effect on the Companys interests.
Furthermore, reserve calculations and life-of-mine plans using significantly lower commodity prices could adversely
affect the reserve estimates of companies and projects in which the Group acquires an interest and their financial
condition, and declining commodity prices can impact operations by requiring a reassessment of the feasibility of a
particular project. Such a reassessment may be the result of a management decision or may be required under
financing arrangements related to a particular project. Even if the project is ultimately determined to be
economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt
operations until the reassessment can be completed.
Information on resources in this document
There will be no mineral resource assets held by the Group at the time of Admission. Future acquisitions to increase
the Companys mineral resources will be reviewed by an independent Qualified Person in connection with the
preparation of any technical document, including a Competent Persons Report.
The estimation of mineral resources is a subjective process and the accuracy of any such estimate is a function of the
quality of available data and of engineering and geological interpretation and judgment. Results of drilling,
metallurgical testing, production, evaluation of mine plans and exploration activities subsequent to the date of any
estimate may justify revision (up or down) of such estimates. There is no assurance that mineral resources can be
economically mined. Mineral resources that are not mineral reserves do not have demonstrated economic viability. A
mineral resource is not the equivalent of a commercially mineable ore body or a mineral reserve.
No assurance can be given that the estimated mineral resources will be recovered if the company or project in which
the Group acquires an interest proceeds to production or that they will be recovered at the volume, grade and rates
estimated. The failure of the company or project in which the Group acquires an interest to achieve its production
estimates could have a material and adverse effect on its operations and financial condition. These production
estimates are dependent on, among other things, the accuracy of mineral resource estimates, the accuracy of
assumptions regarding ore grades and recovery rates, ground conditions (including hydrology), physical
characteristics of ores, such as hardness, the presence or absence of particular metallurgical characteristics and the
accuracy of estimated rates and costs of mining, ore haulage and processing.
Changes in the capital costs and operating costs of the companies and projects in which the Group acquires an
interest are likely to have an impact on its profitability. Their main planned production expenses will be mining costs,
transport costs, treatment costs and overheads. Changes in costs of their mining and processing operations can
occur as a result of unforeseen events and could result in changes in profitability or resource estimates, including
rendering certain mineral resources uneconomic to mine. Many of these changes may be beyond the Companys
control.
The volume and grade of the ore recovered may not conform to current expectations
The resources of companies and projects in which the Group acquires an interest are expected to constitute
estimates that comply with standard evaluation methods. In respect of these estimates, no assurance can be given
that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realised or that
mineral resources can be mined or processed profitably. Actual resources may not conform to geological,
metallurgical or other expectations and the volume and grade of ore recovered may be below or above the
estimated levels. In addition, there can be no assurance that mineral recoveries in small-scale laboratory tests will be
duplicated in larger-scale tests under on-site conditions or during production.
Lower commodity prices, increased production costs, reduced recovery rates and other factors may render the
resources of companies and projects in which the Group acquires an interest uneconomic to exploit and may result
18

in revision of their resource estimates from time to time. Resource data is not indicative of future results of
operations. If actual mineral resources are less than current estimates, results of operations and financial condition
may be materially impaired.
No current production, limited operating history, no history of earnings
To date, the Company has not recorded any revenues as it does not currently hold any economic exposure to mining
interests. There can be no assurance that losses will not occur relating to the operations of the companies and
projects in which the Group acquires an interest in the near future or that they will be profitable in the future.
Development and operating risks
The profitability of companies and projects in which the Group acquires an interest will depend, in part, on the actual
economic returns and the actual costs of developing mines, which may differ significantly from initial estimates. The
development of the relevant mining projects may be subject to unexpected problems and delays. Decisions to
develop a mineral property are typically based, in the case of an extension or, in the case of a new development, on
the results of a feasibility study. Feasibility studies derive estimates of expected or anticipated project economic
returns. These estimates are based on assumptions about future gold prices, anticipated tonnage, grades and
metallurgical characteristics of ore to be mined and processed, anticipated recovery rates of gold from the ore,
anticipated capital expenditure and cash operating costs and the anticipated return on investment.
Actual cash operating costs, production and economic returns may differ significantly from those anticipated by such
studies and estimates. There are a number of uncertainties inherent in the development and construction of an
extension to an existing mine, or in the development and construction of any new mine. These uncertainties include,
in addition to those discussed immediately above: the timing and cost, which can be considerable, of the
construction of mining and processing facilities; the availability and cost of skilled labour, power, water, consumables,
such as cyanide, lubricants, fuel and transportation facilities, the availability and cost of appropriate smelting and
refining arrangements; the need to obtain necessary environmental and other Governmental permits, and the timing
of those permits and the availability of funds to finance construction and development activities.
Environmental risks and hazards
All phases of operations of companies and projects in which the Group acquires an interest will be subject to
environmental regulation in the various jurisdictions in which they operate. Environmental legislation is evolving in a
manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more
stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies
and their officers, directors and employees. There is no assurance that existing or future environmental regulation
will not materially adversely affect the business, financial condition and results of operations of companies in which
the Group invests. Environmental hazards may exist on the properties on which the relevant company holds interests
that are unknown at the time that the Company acquires an interest and which have been caused by previous or
existing owners or operators of the properties.
Government approvals and permits maybe required in connection with the operations of companies and projects in
which the Group acquires an interest. To the extent such approvals are required and not obtained, the relevant
company may be curtailed or prohibited from proceeding with planned exploration or development of mineral
properties.
Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions
thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed,
and may include corrective measures requiring capital expenditures, installation of additional equipment, or
remedial actions. Parties engaged in mining operations, including the companies and projects in which the Group
acquires an interest, may be required to compensate those suffering loss or damage by reason of the mining
activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
Amendments to current, regulations and permits governing operations and activities of mining companies, or more
19

stringent implementations thereof, could have a material adverse impact on the companies and projects in which the
Group may acquire an interest and cause increases in exploration expenses, capital expenditures or production costs,
reduction in levels of production at producing properties, or abandonment or delays in development of new mining
properties.
Insurance and uninsured risks
The nature of the business of the companies and projects in which the Company may acquire an interest can expose
it to a number of inherent risks and hazards, including industrial accidents, labor disputes, unusual or unexpected
geological conditions, catastrophic equipment failures, changes in the regulatory environment and natural
phenomena such as inclement weather conditions, floods and earthquakes. Occurrences could result in personal
injury or death, environmental damage to the relevant properties and equipment, properties of others, delays in
exploration, monetary losses and possible legal liability. Such companies may not be required to carry insurance
cover for such risks, or the insurance cover carried by them may not fully cover the potential losses relating to such
risks.
The activities of companies and projects in which the Group may acquires an interest will have limited exposure in
the event of the loss of a single piece of exploration equipment. The cost of placing insurance cover for their
exploration equipment is considered not to be economical when taking into account the replacement cost for the
current inventory of equipment.
Moreover, insurance against risks such as environmental pollution or other hazards as a result of gold mine
processing using hazardous chemical such as cyanide is not generally available to companies in the mining industry
on acceptable terms. The implementation of appropriate management systems, current industry practice and the
adoption of international regulations directing the use and storage of hazards chemicals reduces the level of liability
that may cause companies and projects in which the Group acquires an interest to incur significant costs that could
have a material adverse effect upon their financial performance and results of operations. However, if such events
occurred, losses arising may cause them to incur significant costs that could have a material adverse effect upon its
financial performance and results of operations.
Disposals of equity stakes delayed
An important factor in the success of the Company will be the timely disposal of equity stakes in companies and
projects in which the Group acquires an interest. It may be difficult to realise such stakes at all or on terms
considered advantageous by the Directors. In addition, any delay in such disposal may affect the cash position and
potentially the value of the Company.
Exposure to the risk of various types of liability
The Company may acquire economic exposure to mineral companies which have experienced or are expected to
experience operating issues and may have associated financial distress. The due diligence undertaken in respect of
these companies may be insufficient to reveal all of their past, current and future liabilities. Furthermore, in some
unusual circumstances the limited liability status of companies and/or their subsidiaries may not be upheld, and the
Company could lose some or all of its holdings in such companies, which could have a material adverse effect on the
performance of the Company. The Company will however, typically seek to reduce exposure to such liabilities.
Dependence on key personnel
The Company will be dependent on the ability of the Directors, in particular Mr. Michael M. Smith and Dr. Geoffrey P.
Cowley and to provide strategic, legal and technical direction. In so doing, the Company will be reliant not only on
the experience and ability of those Directors, but also on relationships and business networks these individuals have
developed over a number of years. If such individuals were to leave the Company, it could have a negative impact on
the Companys ability to achieve its objectives.
Taxation
The attention of potential investors is drawn to Part 14 of this Document headed Taxation. The tax rules and their
20

interpretation relating to an investment in the Company may change during the life of the Company as may the tax
residence of the Company. The levels of, and reliefs from, taxation may change. The tax reliefs referred to in this
document are those currently available and their value depends on the individual circumstances of investors. Any
change in the tax status of any member of the Company or the tax applicable to holding Common Shares or in
taxation legislation or its interpretation, could affect the value of the assets held by the Company, affect the
Companys ability to provide returns to Shareholders and/or alter the post-tax returns to Shareholders given that
statements made in this document concerning the taxation of the Company and its investors are based upon current
tax law and practice which is subject to change.
Tax legislation
Any change in the Companys tax status, or in taxation legislation in the Republic of Seychelles, China, the United
Kingdom or elsewhere, could affect the value of its holdings in companies and projects which it acquires and the
Companys ability to achieve its objectives, or alter the post-tax returns to Shareholders. Statements in this
document concerning the taxation of UK Shareholders are based upon current UK tax law and practice, which laws
and practice are in principle subject to change that could adversely affect the ability of the Company to meets its
objectives. Prospective investors are urged to consult their tax advisers with respect to their particular tax situations
and the tax effects of an investment in the Company.
Risk of changes in foreign currency exchange rates
The Companys results are reported in Sterling. A portion of the Companys business is conducted and denominated
in Sterling, in Canadian and U.S. dollars and Chinese RMB. Any fluctuations in the value of the Canadian and/or U.S.
dollar and/or the Chinese RMB relative to Sterling may result in variations in the revenue and net income of the
Company expressed in Sterling. Although the Company will consider managing its foreign exchange risk by
periodically hedging pending settlements in foreign currencies, such procedures may not be adequate and any
changes in currency values may have a material adverse effect on the Companys economic interests. The Company is
in the process of establishing a multi-currency account bank account in London. All currency conversions, including
those used in the Companys financial statements, are based on HSBC spot currency rates.
Legal proceedings and litigation
By the very nature of the Groups business, it is expected that from time to time the Group will be subject to
complaints or claims by clients in the normal course of business. There is no certainty that such claims or complaints
will not be material and that any settlements, awards or legal expenses associated with defending or appealing
against any decisions in respect of any such complaints or claims will not have a material adverse effect on the
Companys operating results or financial condition. The Groups business may be materially adversely affected if the
Company or any member of the Group and/or its or their employees or agents are found not to have met the
appropriate standard of care or exercised their discretion or authority in a prudent or appropriate manner in
accordance with accepted standards.
Credit risk and exposure to losses
The Company is exposed to the risk that third parties that may owe the Group money, securities or other assets will
not perform their obligations. These parties may include clients, clearing agents, exchanges, clearing houses and
other financial intermediaries. These parties may default on their obligations due to bankruptcy, lack of liquidity,
operational failure or other reasons.
Significant fluctuations in quarterly results
The Companys operating results may fluctuate from quarter to quarter and from year to year due to a combination
of factors, including, inter alia, the number of businesses in which the Company secured an economic interest, the
number of successful divestments of interests in companies and projects in which the Company has acquired an
interest that are completed, variations in expenditures for personnel, litigation expenses and expenses of
establishing new business units.
Insurance
21

The Group does not hold any insurance policies, including any key man insurance. Accordingly, the Company is
exposed to the full extent of any financial losses in the event of any incident that causes loss or damage to the
Group.
Risk management policies and procedures
Uncertainty and risk are inherent with any business activity that includes holding/receiving an equity stake in other
companies. The Company is therefore likely to be exposed in the future to risks which could result in financial losses.
The Companys principal risks relate to market risk, operational risk and regulatory and legal risk. Accordingly, risk
management and control of the balance between risk and return are critical elements influencing the Companys
financial stability and profitability.
Operational risk refers to the risk of financial loss resulting from the Groups own operations including, but not
limited to deficiencies in the Groups operating policy and inadequacies or breaches in the Groups control
procedures.
There is no certainty that the Companys policies and procedures to mitigate its exposure to market and operational
risk will be completely effective. Unforeseen events and changes in the economy may lead to market disruptions and
unexpected large or rapid changes in market conditions which may have a significant adverse effect on the Groups
business and financial prospects and stability.
Staff misconduct
There have been a number of highly publicised cases involving fraud or other misconduct by staff in the financial,
professional and services industries in recent years and the Company runs the risk that staff misconduct could occur.
Misconduct by staff could include, inter alia, binding the Company to transactions that present unacceptable risks,
destroying computer data, or hiding from the Company unauthorised or unsuccessful activities, which, in either case,
may result in unknown and unmanaged risks or losses. Staff misconduct could also involve the improper use of
confidential information, which could result in regulatory sanctions and serious reputational harm. It is not always
possible to deter employee misconduct and the precautions the Company takes to prevent and detect this activity
may not be effective in all cases.
Control risks
As of the date of this document, CICC and CIC Fund collectively own, more than 39 per cent. of the Common Shares.
If these Shareholders act or vote together, they will have the power to exercise significant influence over matters
requiring Shareholders approval, including the election of the Companys Directors, amendments to its articles,
amalgamations and plans of arrangement and mergers or sales of substantially all of its assets. This could have the
effect of preventing the Company from entering into transactions that could be beneficial to it or its other
Shareholders. In addition, third parties could be discouraged from making a takeover bid to acquire any or all of the
outstanding Common Shares of the Company. Any significant change in these shareholdings through a sale or
other disposition, or significant acquisitions by others, of Common Shares in the public market or by way of private
transactions could result in a change of control that may result in changes in business focus or practices that may
affect the profitability of the Companys business. Although the Company has entered into a Relationship Agreement
with each of CICC and CIC Fund (further details of which are set out in paragraph 12.4 of Part 15 of the Document),
the concentration of ownership may have the effect of delaying or deterring a change in control in the Company (and
so deprive Shareholders of an opportunity to receive a premium for the Common Shares as part of a sale of the
Company) or affect the market price of the Common Shares.
The Company may require additional capital in the future and no assurance can be given that such capital will be
available at all or available on terms acceptable to the Company
The Company will have further capital requirements to the extent it decides to proceed to expand its activities, or to
take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may be
presented to it. In addition, the Company may not complete necessary financings in a timely manner on acceptable
terms, if at all. Where the Company issues Common Shares in the future, such issuance may result in the then
22

existing shareholders of the Company sustaining dilution to their relative proportion of the equity in the Company.
If a proposed reverse takeover by the Company is announced or leaked the listing of the Common Shares may be
suspended. Suspension of the Companys shares owing to insufficient information will reduce liquidity in the
Common Shares, potentially for a significant period of time, and may adversely affect the price at which a
Shareholder can sell them
It is the Companys duty under the Listing Rules to contact the UKLA as early as possible if a Reverse Takeover has
been agreed or is in contemplation, to discuss whether a suspension of the listing is appropriate. The UKLA retains a
general power to suspend a companys securities where it considers it necessary to protect investors. The UK Listing
Authority may decide to exercise such power where the Company undertakes a transaction which, because of the
comparative size of the Company and any target, would be a Reverse Takeover under the Listing Rules. The Listing
Rules provide that generally when a Reverse Takeover is announced or leaked, there will be insufficient information
in the market about the proposed transaction and the listed company will be unable to assess accurately its financial
position and inform the market appropriately, so suspension of trading in the listed companys securities will often
be appropriate.
Any such suspension would be likely to continue until sufficient financial information on the transaction is made
public and the period during which the Common Shares would be suspended may therefore be significant.
Depending on the nature of the Acquisition and the stage at which it is leaked or announced, it may take a
substantial period of time to compile the relevant information, particularly where a target does not have financial or
other information readily available which is comparable with the information a listed company would be expected to
provide. A suspension of the Companys Common Shares would materially reduce liquidity in such shares which may
affect an Investors ability to realise some or all of his or her investment and/or the price at which such Investor can
effect such realisation. If the Companys listing has been suspended from trading for more than six months, the
listing will be cancelled.
The Companys listing will generally be cancelled on completion of a reverse takeover and if the Company is not
readmitted this will reduce liquidity in the Common Shares, potentially for a significant period of time, and may
adversely affect the price at which a Shareholder can sell them
The Listing Rules provide that the listing of a companys equity securities will generally be cancelled when it
completes a Reverse Takeover. If the UK Listing Authority decided to cancel the Companys listing in such
circumstances, the Company would expect to seek the admission to listing at the time of completion of any such
Reverse Takeover. The process for admission following a Reverse Takeover would require publication of a prospectus
and it would be necessary for the Company to meet the eligibility requirements set by the UK Listing Authority in
order to be admitted. However, there is a risk that such eligibility criteria will not be met and therefore there is no
guarantee that such admission would be granted. A cancellation of the listing of the Companys Common Shares
would materially reduce liquidity in such shares which may affect an Investors ability to realise some or all of his or
her investment and/or the price at which such Investor can effect such realisation.
RISKS RELATING TO THE SEYCHELLES
Enforcement of Legal Rights against the Company
The Company has been formed under the laws of Seychelles. As a result, it may not be possible for Shareholders to
effect service of process within their jurisdiction upon the Company. All or a substantial portion of the assets of the
Company may be located outside of the jurisdiction of the Shareholders and, as a result, it may not be possible to
satisfy a judgment against the Company in the Shareholders jurisdiction or to enforce a judgment obtained in the
Shareholders jurisdiction against the Company.
Seychelles Legal System
The Seychelles judicial process to enforce remedies and legal rights is relatively less developed than is the case in
Europe and the United States and maybe subject to delays.
23

Corporate Disclosure and Regulatory Standards

Seychelles disclosure and regulatory standards may in certain respects be less stringent than standards in other
countries. There may be less publicly available information about Seychelles companies than is regularly published
by or about companies in such other countries or information about Seychelles companies may be protected by law
and therefore not in the public domain. The difficulty in obtaining such information may mean that investors or
parties may experience difficulties in obtaining reliable information regarding the Company and, where applicable,
the Group. However, the Company will comply at all times with the requirements of the Listing Rules and the
Disclosure and Transparency Rules. This risk factor does not in any way limit, or caveat the Companys responsibilities
under, or ability to comply with the Disclosure and Transparency Rules as a listed company.
Changes in Applicable Law
The Company and the Group must comply with various legal requirements, including, but not limited to, Seychelles
general and securities laws. If any of the laws and regulations currently in effect should change or any new laws or
regulations should be enacted, the legal requirements to which the Company, the Group and/or the Shareholders
may be subject could differ materially from current requirements. Any change or modification may materially and
adversely affect the Company, the Group and the Shareholders.
Non - Eligibility for Benefits under the Double Taxation Agreement between China and The Republic of Seychelles
for the Avoidance of Double Taxation (DTA)
By virtue of its status as an international business company, the Company is not resident in the Seychelles for tax
purposes and, therefore, not eligible for or entitled to any benefits under the DTA.
Risks relating to Carry On Business in the Seychelles
On the basis of existing legislation, the Company, as an international business company is, among other things, not
permitted to carry on business in the Seychelles. While the Company believes that its activities will not be deemed as
carrying on business in the Seychelles, there is a risk that the Seychelles authorities could take a contrary view and
subject the Company to further registration, licensing and other requirements (including tax).
Tax Risks
Investors in the Company are subject to a number of risks related to tax matters. On the basis of existing legislation,
if a Shareholder is neither domiciled nor resident in the Seychelles, that Shareholder will not be subject to any
Seychelles income tax, capital gains or withholding tax, estate duly, inheritance, succession or gift tax, rate, duty, levy
or any other charges by reason of the ownership, transfer or redemption of any of the Common Shares. The tax
consequences of an investment in the Company are, however, complex, and the full tax impact of an investment in
the Company will depend on circumstances particular to each investor. Accordingly, prospective investors are
strongly urged to consult their tax advisors with specific reference to their own situations. In addition, the tax laws
relevant to the Company are subject to change, and investors because of such changes could incur tax liabilities.

RISKS RELATING TO THE COMMON SHARES

Share price volatility and trading basis
Notwithstanding the fact that an application will be made for the Common Shares to be admitted to the Standard
Listing segment of the Official List this should not be taken as implying that there will be a liquid market in the
Common Shares and, accordingly, it may be more difficult for investors to sell their Common Shares. A return on
investment in the Common Shares may, therefore, in certain circumstances be difficult to realise. The share price of
publicly traded companies can be highly volatile and subject to wide fluctuations in response to a variety of factors,
which could lead to losses for Shareholders. The price at which the Common Shares may trade and the price which
investors may realise for their Common Shares will be influenced by a large number of factors, some specific to the
Company and some which may affect quoted companies generally. These factors could include the performance of
the Companys operations, large purchases or sales of shares, liquidity (or absence of liquidity) in its shares, currency
fluctuations, legislative or regulatory changes (including changes in the tax regime in the jurisdiction in which the
24

Company or companies in which the Group acquires an interest), additions or departures of key personnel at the
Company, adverse press, newspaper and other media reports and general economic conditions. In addition, stock
markets from time to time suffer significant price and volume fluctuations that affect the market price for securities
and which may be unrelated to the Companys performance. The value of the Common Shares will therefore
fluctuate and may not reflect their underlying asset value.
The City Code
The Company is incorporated as a Republic of Seychelles company and is managed and controlled outside the United
Kingdom. For those reasons the Common Shares are not subject to the provisions of the City Code and accordingly
the rules regarding mandatory takeover offers set out in the City Code do not apply to the Company. However, the
Company has included provisions in its Articles similar to the mandatory provisions of the City Code. A summary of
these provisions can be found at paragraph 4.21 of Part 15 of this document.
Dividends
There can be no assurance as to the level or frequently of future dividends, if any. The declaration, payment and
amount of any future dividends of the Company are subject to the discretion of the directors of the Company, and
will depend on, among other things, the Companys earnings, financial position, cash requirements and availability of
profits.
Regulatory Protection
An application will be made for the Common Shares to be admitted to a Standard Listing on the Official List. A
Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to
investors in a Company with a Premium Listing, which is subject to additional obligations under the Listing Rules.
Further details regarding the differences in the protections afforded by a Premium Listing or against a Standard
Listing are set out in the section entitled Consequences of Standard Listing in on Part 7 of this document.
Investors should therefore consider carefully whether investment in the Company is suitable for them, in view of
the risk factors outlined above and the information contained in this document, their personal circumstances and
the financial resources available to them.

25

PART 2
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
1. General
No person has been authorised to give any information or to make any representations in connection with
Admission other than the information and representations contained in this document and, if any other
information is given or representations are made, such information or representations must not be relied upon as
having been authorised by or on behalf of the Company or the Directors.
The Company does not accept any responsibility for the accuracy or completeness of any information reported by
the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the
press or other media regarding Admission, the Common Shares, the Company or the Group. The Company makes no
representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.
Without prejudice to any obligation of the Company under the FSMA, the Prospectus Rules, the Listing Rules or the
Disclosure and Transparency Rules, the delivery of this document shall not, under any circumstances, create any
implication that there has been no change in the business or affairs of the Company or of the Group taken as a whole
since the date hereof or that the information contained herein is correct as of any time subsequent to its date.
The contents of this document or any subsequent communications from the Company, the Group or any of their
respective affiliates, officers, advisers, directors, employees or agents are not to be construed as advice on legal,
business, taxation, accounting, regulatory, investment or any other matters. Each investor should consult his or her
own lawyer, financial adviser or tax adviser for legal, financial or tax advice, as appropriate.
This document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the
solicitation of an offer or invitation to subscribe for or buy, any Common Shares by any person in any jurisdiction.
The Common Shares have not been, and will not be registered under the Securities Act, or under any relevant
securities laws of any state or other jurisdiction in the United States, or under the applicable securities laws of
Australia, Canada, Japan, South Africa or the Republic of Ireland.
Investors should read this document in its entirety.
2. Presentation of financial information
The financial information presented in this document comprises:

audited financial information for the Group for the period from incorporation of the Company on 6 May
2014 to 31 December 2014; and

the non-statutory financial information which has been prepared in accordance with IFRS.

3. Non-financial information operating data

The non-financial operating data included in this document has been extracted without material adjustment from
the management records of the Group and is unaudited.
Currencies
In this document, references to pounds sterling, , pence or p are to the lawful currency of the UK;
26

references to RMB are to the lawful currency of the PRC and references to US dollars, U.S. dollars, dollars,
U.S.$, cents or c are to the lawful currency of the United States. The basis of translation of any foreign currency
transactions and amounts in the financial information set out in Part 9: Historical Financial Information is described
in that Part 9.
4. Rounding
Percentages and certain amounts in this document, including financial, statistical and operating information, have
been rounded to the nearest whole number or single decimal place for ease of presentation. As a result, the figures
shown as totals may not be the precise sum of the figures that precede them. In addition, certain percentages and
amounts contained in this document reflect calculations based on the underlying information prior to rounding, and,
accordingly, may not conform exactly to the percentages or amounts that would be derived if the relevant
calculations were based upon the rounded numbers.
5. Third party information
The Company confirms that all third party information contained in this document has been accurately reproduced
and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts
have been omitted that would render the reproduced information inaccurate or misleading. Where third party
information has been used in this document, the source of such information has also been identified.
6. No incorporation of website
The contents of the Companys website, any website mentioned in this document or any website directly or
indirectly linked to these websites have not been verified and do not form part of this document and investors
should not rely on such information.
7. Definitions
A list of defined terms and technical terms used in this document is set out in Part 16: Definitions.
8. Forward-looking statements
This document includes statements that are, or may be deemed to be, forward-looking statements. These
forward-looking statements can be identified by the use of forward-looking terminology, including the terms
believes, estimates, anticipates, expects, intends, may, will, target, plan, continue or should or, in
each case, their negative or other variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places throughout this document and include
statements regarding the intentions, beliefs or current expectations of the Company concerning, amongst other
things, the objectives and policies, financing strategies, performance, results of operations, financial condition,
prospects, and dividend policy of the Company and the markets in which it and the other companies in the Group
operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. Forward-looking statements are not
guarantees of future performance. The Companys actual performance, results of operations, financial condition,
dividend policy and the development of its financing and operational strategies may differ materially from the
impression created by the forward-looking statements contained in this document. In addition, even if the
performance, results of operations, financial condition and dividend policy of the Company, and the development of
its financing and operating strategies, are consistent with the forward-looking statements contained in this
document, those results or developments may not be indicative of results or developments.
Important factors that could cause these differences include, but are not limited to the risk factors (which are not
exhaustive) set forth below in Part 1: Risk Factors.
27

Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while
considered reasonable by the Company, are inherently subject to significant business, economic and competitive
uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from
those projected in the forward-looking statements. In addition, even if the Companys results of operations and
financial condition, and the development of the industry in which the Company operates, are consistent with the
forward-looking statements contained in this document, those results or developments may not be indicative of
results or developments in subsequent periods.
Investors are cautioned that forward-looking statements are not guarantees of future performance. The Company
makes no representation, warranty or prediction that the results predicted by such forward-looking statements will
be achieved and these forward-looking statements represent, in each case, only one of many possible scenarios and
should not be viewed as the most likely or standard scenario. Forward-looking statements may, and often do, differ
materially from actual results. Any forward-looking statements in this document speak only as at the date of this
document, reflect the Companys current view with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions relating to the Companys operations, results of
operations and growth strategy. Investors should specifically consider the factors identified in this document that
could cause actual results to differ. All of the forward-looking statements made in this document are qualified by
these cautionary statements.
Forward-looking statements contained in this document apply only as at the date of this document. Subject to any
obligations under FSMA, the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules, the
Group undertakes no obligation publicly to update or review any forward-looking statements, whether as a result of
new information, future developments or otherwise.

28

PART 3
DIRECTORS, SECRETARY, REGISTERED AND
HEAD OFFICE AND ADVISERS
Directors

Michael M. Smith, Independent Non-Executive Chairman (UK

based)
Dr. Geoffrey P. Cowley, Executive Director and Chief Executive
Officer (Asia/UK based)
HE Barsbold Ulambayar, Independent Non-Executive Director
(Mongolia based)
Li Jinliang (David), Executive Director and Chief Financial
Officer (China based)
Luke Webster, Independent Non-Executive Director (UK
based)

Company Secretary

Appleby Corporate Services (Seychelles) Limited

2nd Floor, Eden Plaza
Eden Island
PO Box 1352
Mahe, Seychelles

Registered office of the Company

2nd Floor, Eden Plaza

Eden Island
PO Box 1352
Mahe, Seychelles

Head office of the Company

23 Hanover Square
London
W1S 1JB

Financial Adviser

VSA Capital Limited

Fourth Floor, New Liverpool House
15-17 Eldon Street
London EC2M 7LD

English Legal Adviser to the Company

Gowlings (UK) LLP

15th Floor, 125 Old Broad Street
London EC2N 1AR

Seychelles Legal Adviser to the Company

Appleby
Suite no. 202
2nd Floor, Eden Plaza
Eden Island
P O Box 1352
Mahe, Seychelles

29

Hong Kong Legal Adviser to the Company

Francis & Co. in association with Addleshaw Goddard (Hong

Kong) LLP
802-804 Citibank Tower
3 Garden Road
Central
Hong Kong

Chinese Legal Adviser to the Company

Beijing Zenwen Law Firm

418, Tower 1
China World Towers
No.1 Jianguomenwai Dajie
Beijing, PRC

Legal Adviser to the Financial Adviser

Hamlins LLP
Roxburghe House, 273-287 Regent Street
London W1B 2AD

Auditors & Reporting Accountant

Crowe Clark Whitehill LLP

St Brides House, 10 Salisbury Square
London EC4Y 8EH, UK

Registrars

Computershare Investor Services (Jersey) Limited

Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES

30

PART 4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this document

18 June 2015

Admission to the Official List

23 June 2015

These dates are indicative only, subject to change and may be brought forward as well as moved back, in which case
new dates will be announced.

31

PART 5
THE BUSINESS
Investors should read this Part 5: The Business in conjunction with the more detailed information contained in this
document, including the financial and other information appearing in Part 9: Historical Financial Information.
Background
The Company was established in order to seek acquisition opportunities in the gold sector. The Company has not
commenced operations. Costs that have been incurred relate largely to costs in connection with securing finance.
These activities have been to put the Company on a stable financial footing, which includes Admission, following
which the Company will actively undertake operations. Save as set out in this document, the Company has not
entered into any significant transactions or financial commitments.
A Seychelles domicile was chosen for the Company as the Board believes it provides a more efficient operating
structure for the Company. The Company is not subject to any income tax, stamp duty and/or other duties and taxes
in the Seychelles. This is guaranteed by law for a period of 20 years from the date of incorporation of the Company.
Since the Company was established, it has been funded principally by the Convertible Loans provided by CIC Fund
and has been advised by CICC in relation to its corporate structure and acquisition strategy in preparation for a
standard listing on the Main Market of the London Stock Exchange. CICC has also provided access to its own network
of legal, accounting and other commercial services alongside its technical expertise and resources should technical
reports be required or desirable in connection with the Company obtaining a listing. The services provided by CICC
have been terminated and no further fees are payable to that company.
In consideration for these services on 14 January 2015 the Company issued CICC with 35,840,000 shares at 6p per
share. As a result of issuing these shares, CICC will on Admission hold 34.6 per cent. A further 20,000,000 shares
issued to CICC as part of its fees for the services it has provided, were distributed directly to CICCs shareholders. The
Company has not settled any fees with CICC in cash.
Following the CIC Fund Loan Conversion and the subsequent distribution by way of dividend in specie by CIC Fund to
its shareholders of the Common Shares arising on conversion, CIC Gold will have over 200 Shareholders on
Admission.
The Company is seeking Admission to the standard listing segment of the Official List and to trading on the London
Stock Exchanges Main Market for listed securities of its Common Shares by way of an introduction. There will be no
equity fundraising on Admission as the Company has sufficient working capital following the CIC Fund Loan
Conversion.
The Company has established an international team with experienced Directors who have specific gold mining skills
and industry expertise, notably Mr. Michael M. Smith and Dr. Geoffrey P. Cowley.
The Company will be dependent on the ability of certain key individuals, in particular Mr. Michael M. Smith and Dr.
Geoffrey P. Cowley, to identify suitable acquisition targets. In so doing, the Company will be reliant not only on the
experience and ability of those individuals, but also on the relationships and business networks that these key
individuals have developed over a number of years.
On 7 October 2014 the Company incorporated the subsidiary CIC Gold Group Limited (Hong Kong). The subsidiary is
likely to be the vehicle through which the Company makes its first acquisition following Admission. The beneficial
ownership of Top Ten was acquired on 2 April 2015, from CIC Fund, for nominal consideration. CIC Fund is a related
party by virtue of being a shareholder of the Company. The Board believes that the transaction is fair and
reasonable.
32

The Company has two subsidiaries and no other assets other than cash on bank deposit.
At the date of this document, the Company does not have any secured, unsecured or unguaranteed indebtedness,
including direct and contingent indebtedness. The Company has an issued share capital of 103,590,000 Common
Shares of no par value.
Acquisition policy
The Companys strategy is to make acquisitions in undervalued gold properties where gold is the principal
commodity or gold mining is the principal activity, held by quoted and private companies with strong underlying
fundamentals suitable of producing substantial increases in value by funding and applying de-risking strategies and
other corporate actions.
The fundamentals that the Company will seek are acquisitions in gold mineral assets that are located in known major
gold regions, close to major producing mines and have strong technical evidence of major gold potential.
The Companys focus will initially be in sub Saharan Africa and Asia (particularly China and South East Asia, but also
including Central Asia) concentrating on acquisitions of:
i)

mineral property assets where medium to large gold oxide mining may be conducted in the short-term;

ii) mineral property assets that the investors consider being undervalued or having strong fundamentals; and
iii) assets with attractive growth prospects with the ability to de-risk those assets by way of exploration, mining,
or operational improvements.
The Company will conduct initial due diligence appraisals of potential projects and is satisfied it has the in house
capability to do so.
Individual acquisitions will vary, depending on the opportunity, with the Company considering both wholly owned
assets and joint venture opportunities. There will be no minimum size of acquisition, with the size of each acquisition
being determined by the amount of control required in the target opportunity in order to deliver the value and the
rate of return such an opportunity produces. Each acquisition will be reviewed carefully to ensure that it achieves an
appropriate rate of return, depending on market conditions. In order for the Company to deliver growth it will be
necessary to take Board positions in the companies undergoing transition.
The Directors consider that as acquisitions are made, and new acquisition opportunities arise, further funding of the
Company may be required or new shares issued to acquire interests. Should any acquisition involve the issue of new
equity then shareholder approval will be sought to the extent that authority to disapply pre-emption rights is
required to issue such shares.
The earnings of the Company will be dependent upon, the Companys ability to successfully identify, and complete
acquisitions in suitable mineral interests. As such the sustainability of earnings and cash flow in the future may vary.
A portion of the Companys business is conducted and denominated in Sterling, in Canadian and U.S. dollars and
Chinese RMB. Any fluctuations in the value of the Canadian and/or U.S. dollar and/or the Chinese RMB relative to
Sterling may result in variations in the revenue and net income of the Company expressed in Sterling. The Company
will consider managing its foreign exchange risk by periodically hedging pending settlements in foreign currencies
such procedures may not be adequate and any changes in currency values may have a material adverse effect on the
Companys economic interests. The Company intends to deliver Shareholder returns principally through de-risking
assets, thus increasing the intrinsic value, and then divesting its interest by possible sale following mineral asset
33

appreciation and growth.

Acquisition opportunities
The Board and management have international experience and knowledge particularly in Asia and Africa with
respect to the resources industry and related to acquisitions, divestitures, joint venture negotiations, project due
diligence, site evaluations, project management and exploration. Members of the Board and management have
technical strengths allied with industry knowledge over many years and complemented by a diverse network of
international contacts. The Directors believe this will assist them to assess the value of opportunities presented to
them and to source potential new mineral assets. The Company intends to capitalise on these contacts to gain access
to attractive mineral property assets.
Furthermore, the Directors have access to an international network of highly experienced and knowledgeable
technical advisors upon whom they can draw to implement the de-risking phase to reduce the risks and increase the
asset value of a mining project and to create value for shareholders. Ultimately, when appropriate, the Directors may
consider sales of projects to larger mining companies.
The Directors are currently investigating a number of acquisition opportunities and discussions with a number of
parties are at a relatively early stage. Whilst it is not possible to state when any acquisition will be completed, the
Directors hope to conclude a transaction as soon as possible following Admission, which would require further
funding for expansion, in conjunction with a public quotation for its shares on terms which should prove beneficial to
existing Shareholders, management, employees and shareholders of the company being acquired. The Directors may
also consider a series of acquisitions in the gold sector where businesses of the same nature would benefit from a
group structure.
Competition
The Company currently does not believe there is a single identifiable direct competitor, however the Directors are
aware that over time potential competition may materialise for suitable acquisition targets.
The Directors believe that the level of competition and threat that could arise is mitigated on the following basis:

the Directors have specific gold mining skills, knowledge and global industry expertise, with a strong track
record of operating in both Africa and Asia;

the Directors have an extensive network of relationships developed and maintained over many years; and

the Directors have already identified a pipeline of suitable potential acquisition targets which they believe to
be undervalued.

Dividend policy
The Company has never declared or paid any dividends on the Common Shares. The Company currently intends to
pay dividends on future earnings, if any. Any decision to declare and pay dividends will be made at the discretion of
the Board and will depend on, among other things, the Companys results of operations, financial condition and
solvency and distributable reserves tests imposed by corporate law and such other factors that the Board may
consider relevant.
Capitalisation and Indebtedness
The Company was incorporated on 6 May 2014. It has not as yet commenced operations and no material level of
interest income has been received to date. Since incorporation, its expenses have related to professional and
34

associated expenses related to the Standard Listing.

The Companys capitalisation and indebtedness, at the 31 March 2015 is summarised in the table below:

Total Current Debt

- Guaranteed
- Secured
- Unguaranteed/Unsecured

Total Non-Current Debt (excluding current portion of long-term debt)

- Guaranteed
- Secured
- Unguaranteed/Unsecured

Shareholders Equity
a) Share capital
b) Convertible loans classified as equity
c) Accumulated deficit

1
1,725,000
(91,371)

Total

1,633,630

As at the date of this document, the Group has cash resources of 1,107,913 and no indebtedness.
This is as a result of the material change, whereby on the 3 April 2015 the Company received both the balance owing
from the first Convertible Loan of 58,043, the receipt in full from the second Convertible Loan of 1,425,000 and
payment of the balance of admission costs of 375,130.

35

PART 6
DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE
Directors
The following table lists the names, positions and ages of the Directors, Officers and their respective year of
appointment with the Company.
Name

Age

Position

Appointed

Michael Mathew Smith

59

Independent Non-Executive Chairman

2015

Dr. Geoffrey Peter Cowley

65

Executive Director / Chief Executive Officer

2014

HE Barsbold Ulambayar

50

Independent Non-Executive Director

2015

Li Jinliang (David)

49

Executive Director / Chief Financial Officer

2014

Luke Webster

37

Independent Non-Executive Director

2015

Michael M. Smith (Independent Non-Executive Chairman)

Mr. Smith is the Independent Non-Executive Chairman of the Board and is responsible for its leadership and
effectiveness. Mr. Smith has over 25 years experience in the mining industry, as an engineer, business development
executive and a regulated corporate financier. Mr. Smith worked for major mining companies including Anglo
American Corporation and JCI Limited before becoming a manager in the Emerging Markets finance division of
Investec Bank in South Africa. Mr. Smith then joined Investec Banks London office to assist in the establishment of its
Mining & Resource Finance Team. Mr. Smith was later appointed as a director of Resources Advisory Partnership
Limited, London a FCA regulated financial advisory company specialising in sub-Saharan Africa.
Mr. Smith was a founding director of Lesotho Diamond Corporation prior to its takeover, which initiated the
development of the largest kimberlite pipe in that country, and was also a founder of Madagascar Oil plc. More
recently Mr. Smith was Chairman and CEO of Anglo African Minerals plc, a GXG Markets (London) listed company
with a substantial portfolio of bauxite licences in Guinea. Mr. Smith is also a founder of TAM Resources Limited.
Currently Mr. Smith is advising a number of resources companies in UK including those seeking future public listings.
Mr. Smith holds a Bachelor's Degree in Civil Engineering from the University of Cape Town, and a MBA from the
University of Cape Towns Graduate School of Business.
Dr. Geoffrey P. Cowley (Executive Director/Chief Executive Officer)
Over the past 40 years Dr. Geoffrey P. Cowley has built a successful career in business, both in the public and private
sectors. He has been CEO of major corporations in Africa, Canada, Russia, UK and the Middle East, including senior
executive positions in Anglo American Corporation, De Beers, British Energy, British Rail, Murray and Roberts and the
Press Corporation. He has advised several governments on economic growth and expansion (Oman, Malawi, South
Africa and Romania), being closely involved in the privatisation of British Rail and British Energy and was one of two
UK representatives on the Business Council for Europe Africa and the Mediterranean, (BCEAM, Group 7 initiative). In
the 90s, Dr. Geoffrey P. Cowley was closely involved in the economic and industrial rebuilding of several countries in
Eastern Europe, following which for several years he worked as Senior Advisor on Africa (Political and Economic), to
the World Economic Forum, attending the annual meeting of government and business leaders at Davos.
From 2006 until 2009 Dr. Geoffrey P. Cowley was CEO of Strikeforce/SMR, the Mining Division of a Russian
36

investment group, Basic Element, developing a base metals mining group. During this time the company was readied
for IPO in Hong Kong, which due to the credit crisis in late 2008 was postponed. During his time with Basic Element,
he was Chairman of several subsidiaries including: JJG Gold (Caspet) Kyrgyzstan; Batu Mining, Mongolia; ZAO a
copper-iron exploration company in Russia; Nerungri Coal Mine (JV with North Korea). From 2006-2008, he was
involved in negotiating the privatisation of RTB Bor in Serbia, with Basic Element winning the bid twice only to
withdraw finally on being unable to negotiate governmental liabilities for historical environmental issues.
This was followed in 2009 by a short interim period as CEO of Kinross Golds Russian business (Kupol), being
responsible for economic completion (1m oz of gold a year) before taking up appointments as Chairman of White
Tiger Gold Management (Russia), Chairman of Maple Minerals Corporation a private Canadian company developing
global interests in base metals and COO of White Tiger Gold Ltd, a TSX listed mining Group company with assets in
Russia, Canada, and Peru; having been the CEO of White Tiger Gold prior to its merger with Century Mining in
Canada.
In January 2013 Dr. Geoffrey P. Cowley was appointed as Non-Executive Director to the boarhd of Lydian
International (TSX: LYD) and also Non-Executive Director to the board of Blackmont Gold Ltd (a private gold
exploration company). Dr. Geoffrey P. Cowley is also Chairman of Energy Mining Advisory Partnership Ltd (EMAP)
which provides Risk Management and Corporate Advisory Services to the Mining, Metallurgical and Minerals industry.
In 2014 Dr. Geoffrey P. Cowley was appointed CEO and Executive Director of the Company.
Dr. Geoffrey P. Cowley holds a Masters Degree and Doctorate in Engineering, is a chartered engineer and also holds
fellowships of several major professional institutions in the UK. He has recently been awarded the Institute of
Materials Minerals and Mining (UK) Medal for Excellence 2014 for outstanding contribution to the Global Mining
Industry over many years.
HE Barsbold Ulambayar (Independent Non-Executive Director)
His Excellency Barsbold Ulambayar, as an Independent Non-Executive Director, brings significant expertise in
environment responsibilities, geo-political relationships and extensive commercial investment strategies. Over the
last 28 years, he has built a successful career in both public and private sectors having extensive international
experience and expertise.
At 26 years old, he was appointed Deputy Minister of Trade and Industry (1990-1992) having responsibility for
foreign trade and industrial development. During this time he was involved in the liberalisation and privatisation of
many corporate entities.
His Excellency Ulambayar became Minister of Nature and Environment (2000 to 2006), one of the youngest Minister
in Mongolian government history, instituting Land Policy Reform in 2002, Water Policy Reform in 2004 and playing a
significant role in the improvement and establishment of the Environment Impact Assessment System in Mongolia.
In addition to this, he was responsible for significant policies as Minister for the Protection of World Heritage Sites in
Mongolia and nature reserves. A notable achievement during his tenure as Minister was the establishment of Eco
Awards among the best petroleum and industrial companies for environmentally friendly practice. He also
established Solid Waste Management systems in Mongolia by way of passing legislation through Mongolian
Parliament.
In 1993 His Excellency Ulambayar was nominated CEO of First Mongolian Consumers Cooperative Association
(Anhnii Horshoo) which included 330 Consumers Co-operatives companies from all over Mongolia and established
the first business management and consulting services in Mongolia. Following this in 1996 he established one of the
first business consulting and training agencies, Mongolian Business Development Agency (MBDA), under support of
EU TACIS Program, EU ALA Program, German Government GTZ. In 2002 His Excellency Ulambayar lobbied
successfully to change the Tax Law of Mongolia to recognise Investment Stability Agreements, which transformed
mining investment in Mongolia, working closely with Boroo Gold Mongolia project to become one of the first
37

companies to receive international investment (now Centerra Gold).

His Excellency Ulambayar holds a Master of Business Administration, Doctor of Philosophy in Strategic Management,
Professor of Russian High Education Committee and Member of International Diplomatic Academy. He is highly
active in arts and culture and has organised international exhibitions of the Nations most important historical
collections and made significant donations to further the Mongolian Nations Buddhist culture.
Luke Webster (Independent Non-Executive Director)
Mr. Webster is an experienced solicitor and corporate finance professional with extensive experience of working in
China. Mr. Webster qualified as a solicitor in 2004 with Nabarro Nathanson before moving into corporate finance
with Oriel Securities.
In 2009 Mr. Webster joined the London Stock Exchange as a senior member of AIM regulation which was then
responsible for the regulation of 1,600 quoted companies and all nominated advisers. One of Mr. Websters major
projects during his time at AIM Regulation included producing a report recommending how the Disclosure and
Transparency Rules could be incorporated into the AIM Rules, culminating in Mr. Webster writing AIM Notice 32 and
the accompanying amendments to the AIM Rules.
Mr. Webster has since worked in China executing deals across various sectors including resources, financial services
and technology and he currently holds the CF2 controlled function from the FCA as a non-executive director of
Beaufort Securities Limited. Mr. Webster is also a non-executive director of CICC.
Li Jinliang (David) (Executive Director/Chief Financial Officer)
Mr. Li is a member of the Association of Chartered Accountants UK (ACCA) and a Certified Enterprise Risk Manager in
Asia. Mr. Li graduated in 1987 from the Renmin University China with a degree in Accounting. In 1988 he also gained
a master's degree in Business Administration in Financial Services from the University of East London. Mr. Li served
as the General Supervisor of the Financial and Investment Centre of Hopson Group Limited (listed on the main board
of the Hong Kong Stock Exchange), the general supervisor of the Department of International Finance of China
Oilfield Technology (listed on the main board of the Singapore Stock Exchange), the Chief Financial Officer of
European Food Trading (UK) Co. Ltd., and the director of the financial department of the Engineering and Technology
Research Institute of China National Petroleum Corporation (CNPC).
Mr. Li assisted in the listing of China Oilfield Technology in Singapore. He has extensive experience of international
capital markets, company IPOs, the listing regulations and laws of Hong Kong and Singapore, international
accounting principles and company management. Mr. Li has studied and worked in the field of accounting and senior
financial management in the UK for eight years. He has a good understanding of commercial law and the accounting
principles and taxation policies in the UK. Mr. Li is also a non-executive director of CICC.
As listed below the following Directors have common directorships where a potential conflict of interest may occur if
the interests of the Company conflict with those of another of the Directors interests. CICC previously provided
corporate finance advisory services to the Company as set out in paragraph 12.8 of Part 15 of this document and is
now a significant shareholder in the Company (34.6%). There are no other potential conflicts of interest outside of
these Directors.
Name
Luke Webster
Li Jinliang

Company
CIC Capital Ltd.
CIC Capital Ltd.

38

Position
Independent Non-Executive Director
Non-Executive Director/Chief Financial Officer

Corporate Governance
The Board guide and monitor the business and affairs of the Company on behalf of the Shareholders to whom it is
accountable, and is responsible for corporate governance matters. While certain key matters are reserved for the
Board, it has delegated responsibilities for the day-to-day operational, corporate, financial and administrative
activities to the Chief Executive Officer and the Chief Financial Officer.
In assessing the composition of the Board, the Directors have had regard to the following principles:

the Chairman should be an independent non-executive director;

the role of the Chairman and the Chief Executive Officer should not be exercised by the same person;

the Board should include at least two independent non-executive directors, increasing where additional
expertise is considered desirable in certain areas, or to ensure a smooth transition between outgoing and
incoming non-executive directors; and

the Board should comprise directors with an appropriate range of qualifications and expertise.

The Company believes it complies with each of these principles.

Directors appointed by the Board are subject to election by shareholders at the following Annual General Meeting of
the Company and thereafter are subject to re-election in accordance with the Companys Memorandum and Articles
of Association.
The Company will, to the extent practicable for a company of its size and nature, follow the UK Corporate
Governance Code, and has established a remuneration, nomination and audit committees, each with their own
terms of reference, and the members of which are independent non-executive directors (in each case being Mr. Luke
Webster (Chairman) and Mr. Michael M. Smith). The Company also intends to comply with the Model Code
published in Chapter 9 of the UKLAs Listing Rules, has adopted a list of matters reserved for the Board, a securities
dealing policy, a disclosure policy, insider lists and an anti-bribery policy.
The Memorandum and Articles are appropriate for a Standard Listed company. The Company will not be subject to
the City Code, but provisions similar to those under Rule 9 of the City Code have been inserted into the Articles,
allowing the Company to disenfranchise any person who acquires an interest in shares in the Company of 30% or
more and does not make a general offer to all shareholders on equivalent terms. Full details of the Memorandum
and Articles are set out in paragraph 4 of Part 15.
On 18 June 2015, the Company entered into a relationship agreement with each of CICC and CIC Fund, which hold
34.60% and 5.10% respectively of the share capital in the Company. Pursuant to each agreement, CICC and CIC Fund
respectively have agreed that all transactions and relationships between themselves and the Company or any
member of the Group will be conducted on terms which allow the Company and the Group to carry on business
independently, and all such transactions and relationships will be at arms length and on a normal commercial basis.
Further they have agreed not to exercise any voting rights in relation to their shareholding in the Company while the
agreements remain in force. The agreements bind each of the counterparties for as long as they and their affiliates
hold over five (5) per cent. of the issued share capital of the Company. Further details of the Relationship
Agreements are set out in paragraph 12.4 of Part 15.
Each of the Directors, CICC and CIC Fund (including their respective majority shareholder) have also entered into a
Lock-in Agreements whereby they will not sell any of their holdings for twelve months from Admission, and for 12
months thereafter will only sell through and in consultation with VSA so as to maintain an orderly market in the
Common Shares. Further details of the Lock-In Agreements are set out in paragraph 12.3 of Part 15.
39

In circumstances where the Directors intend to change any corporate governance or management arrangements that
involve either of the Companys shareholders CICC or CIC Fund, or any of their affiliates, then they intend to consult
with the UK Listing Authority before any such changes are made.

40

PART 7
CONSEQUENCES OF A STANDARD LISTING
An application has been made for the Common Shares to be admitted to the standard segment of the Official List
(Standard Listing). A Standard Listing affords Shareholders and investors in the Company a lower level of regulatory
protection than that afforded to investors in companies whose securities are admitted to the premium segment of
the Official List, which are subject to additional obligations under the Listing Rules.
The Common Shares will be admitted to listing on the standard segment of the Official List pursuant to Chapter 14 of
the Listing Rules, which sets out the requirements for Standard Listings. The Company will comply with the Listing
Principles set out in Chapter 7 of the Listing Rules (Listings Rule) 7.2.1 which apply to all companies with their
securities admitted to the Official List. In addition, the Company also intends, from Admission, to comply with the
Listing Principles at Listing Rule 7.2.1A notwithstanding that they only apply to companies which obtain a Premium
Listing on the Official List. With regard to Listing Principles at 7.2.1A, the Company is not, however, formally subject
to such Listing Principles and will not be required to comply with them by the UK Listing Authority.
Listing Rules which are not applicable to a Standard Listing
Such non-applicable Listing Rules include, in particular:
Chapter 8 of the Listing Rules regarding the appointment of a listing sponsor to guide the Company in
understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. In
particular, the Company is not required to appoint a sponsor in relation to the publication of this document or
Admission;
Chapter 9 of the Listing Rules relating to further issues of shares, issuing shares at a discount in excess of 10 per
cent. of market value, notifications and contents of financial information;
Chapter 10 of the Listing Rules relating to significant transactions which requires Shareholder consent for
certain acquisitions;
Chapter 11 of the Listing Rules regarding related party transactions;
Chapter 12 of the Listing Rules regarding purchases by the Company of its Common Shares; and
Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders.
Listing Rules with which the Company must comply under a Standard Listing
There are, however, a number of continuing obligations set out in Chapter 14 of the Listing Rules that will be
applicable to the Company. These include requirements as to:
the forwarding of circulars and other documentation to the UKLA for publication through the document viewing
facility and related notification to a regulatory information service;
the provision of contact details of appropriate persons nominated to act as a first point of contact with the UKLA
in relation to compliance with the Listing Rules and the Disclosure and Transparency Rules;
the form and content of temporary and definitive documents of title;
the appointment of a registrar;
the making of regulatory information service notifications in relation to a range of debt and equity capital issues;
and
at least 25 per cent. of the Common Shares being held by the public.
In addition, as a company whose securities are admitted to trading on a regulated market, the Company will be
required to comply with the Disclosure and Transparency Rules.
The Company will comply with Chapter 5 of the Listing Rules (Suspending, cancelling and restoring listing). On
41

completing a Reverse Takeover the Companys existing Standard Listing will be cancelled and the Company intends to
apply for a new Standard Listing for the common share capital of the Company. The granting of a new Standard
Listing following a Reverse Takeover cannot be certain. The Company may have its listing suspended in the event of a
Reverse Takeover. These situations are described further in Part 1 Risk Factors.
It should be noted that the UK Listing Authority will not have the authority to (and will not) monitor the
Companys compliance with any of the Listing Rules and/or any provision of the Model Code, nor to impose
sanctions in respect of any failure by the Company to so comply.

42

PART 8
THE REPUBLIC OF SEYCHELLES
Introduction and brief history of Republic of Seychelles
Located in the Indian Ocean, the Republic of Seychelles was settled as a French possession in the 1700s, became a
British colony in 1814 and achieved independence in June 1976. With a population of approximately 85,000, an
English and French speaking workforce, and a high literacy rate, the government has established the foundation for a
successful international financial centre, which diversifies the economic base of the jurisdiction and stimulates
inward investment.
Due to its colonial past, the Republic of Seychelles has a mixed legal system (being a hybrid of English Common Law
and French Civil law) currently based on the English Common Law, the Civil Code of Seychelles and the 1993
Constitution. There is sufficient oversight to ensure probity and accountability, but the government does not dictate
how the business of Seychelles companies should be undertaken.
The Seychelles set up the first regulatory body for its offshore industry in 1995. It now has a well established
reputation as a financial centre, which provides further options for international clients, particularly those with an
interest in business into and out of African and Asian markets.
The Seychelles is on the Organisation for Economic Co-operation and Development (OECD) white list of approved
jurisdictions, recognising that Seychelles adhere to all relevant international compliance standards and are
committed to supporting global efforts to fight financial crime.
The Seychelles is also a member of the Indian Ocean Commission, the Common Market for Eastern and Southern
Africa (COMESA). The African, Caribbean, Pacific, (ACP) countries under the Contonou Agreement, the Africa Growth
and Opportunity Act (AGOA) which presents the country preferential tariff treatment for exports to the European
Union, Eastern and Southern Africa and U.S.A.

43

PART 9 (A)
HISTORICAL FINANCIAL INFORMATION OF THE GROUP
ACCOUNTANTS REPORT ON THE GROUP

Crowe Clark Whitehill LLP

Chartered Accountants
Member of Crowe Horwath International
St Bride's House
10 Salisbury Square
London EC4Y 8EH, UK
Tel +44 (0)20 7842 7100
Fax +44 (0)20 7583 1720
DX: 0014 London Chancery Lane
www.croweclarkwhitehill.co.uk

The Directors
CIC Gold Group Limited
2nd Floor, Eden Plaza
Eden Island
PO Box 1352
Mahe, Seychelles
The Directors
VSA Capital Limited
New Liverpool House
15 17 Eldon Street
London EC2M 7LD
18 June 2015
Dear Sirs
Introduction

We report on the consolidated financial information of CIC Gold Group Limited (the Company) and its wholly
owned Hong Kong incorporated subsidiary, CIC Gold Group Limited (CIC Gold HK) (together the Group) for the
period from the date of incorporation of the Company on 6 May 2014 to 31 December 2014 set out in this Part 9 of
the Companys prospectus dated 18 June 2015 (the Prospectus). This financial information has been prepared for
inclusion in the Prospectus on the basis of the accounting policies set out in note 2 of the financial information. This
report is required by Annex 1 item 20.1 of Commission Regulation (EC) No. 809/2004 (the Prospectus Directive
Regulation) and is given for the purpose of complying with that requirement and for no other purpose.
Responsibilities
The directors of the Company (the Directors) are responsible for preparing the consolidated financial information
in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS).
It is our responsibility to form an opinion on the consolidated financial information and to report our opinion to you.
Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices
Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures
44

in the consolidated financial information. It also included an assessment of significant estimates and judgements
made by those responsible for the preparation of the consolidated financial information underlying the financial
statements and whether the accounting policies are appropriate to the entities circumstances, consistently applied
and adequately disclosed.
We planned and performed our work so as to obtain all the information and explanations which we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the consolidated financial
information is free from material misstatement whether caused by fraud or other irregularity or error.
Opinion
In our opinion, the financial information gives, for the purposes of the Prospectus, a true and fair view of the state of
affairs of the Group as at the periods stated and of its profits/losses, cash flows and changes in equity for the period
from the date of incorporation of the Company on 6 May 2014 to 31 December 2014 in accordance with IFRS.
Declaration
For the purposes of Prospectus Rule 5.5.3R (2)(f), we are responsible for this report as part of the Prospectus and
declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best
of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is
included in the Prospectus in compliance with Annex I item 1.2 of the Prospectus Directive Regulation.
Yours faithfully

Crowe Clark Whitehill LLP

Chartered Accountants

45

PART 9 (B)
HISTORICAL FINANCIAL INFORMATION OF THE GROUP
STATEMENT OF FINANCIAL POSITION
The audited consolidated statement of financial position of the Group as at 31 December 2014 is set out below:

Note
Assets
Current assets
Trade and other receivables
Total assets

As at
31 December
2014

353,293
353,293

Equity and liabilities

Capital and reserves
Share capital
Convertible Loans classified as equity
Accumulated deficit
Total equity attributable to equity holders

7
8

1
300,000
(24,413)
275,588

Current liabilities
Trade and other payables
Total current liabilities

77,705
77,705

Total liabilities

73,705

Total equity and liabilities

353,293

46

STATEMENT OF COMPREHENSIVE INCOME

The audited consolidated statement of comprehensive income of the Group from the date of incorporation of the
Company on 6 May 2014 to 31 December 2014 is set out below:
8-month
period ended
31 December
2014
Note
Revenue

Administrative expenses

(24,413)

Operating loss

(24,413)

Loss before taxation

(24,413)

Income tax expense

11

Loss after taxation

(24,413)

Loss for the period

(24,413)

Other comprehensive income

Total comprehensive loss attributable to owners of the parent

(24,413)
-

Loss per Common Share:

Basic and diluted (pence)

12

47

(1.78)

STATEMENT OF CHANGES IN EQUITY

The audited consolidated statement of changes in equity of the Group from the date of incorporation of the
Company on 6 May 2014 to 31 December 2014 is set out below:
Share
capital

Convertible
Loan classified
as equity

Accumulated
deficit

Total

On incorporation on 6 May 2014

Comprehensive income

Loss for the period

(24,413)

(24,413)

Total comprehensive income for the period

(24,413)

(24,413)

Issue of Convertible Loan, classified as equity

300,000

300,000

Total transaction with owners

300,000

300,000

As at 31 December 2014

300,000

(24,413)

275,588

Transaction with owners

Share capital comprises the Common Shares issued by the Company.

Convertible Loan classified as equity comprises the equity component of the Groups Convertible Loan.
Accumulated deficit represents the aggregate retained losses of the Group.

48

STATEMENT OF CASH FLOWS

The audited consolidated cash flow statement of the Group from the date of incorporation of the Company on 6 May
2014 to 31 December 2014 is set out below:
8-month
period ended
31 December
2014

Cash flow from operating activities

Loss for the period before taxation
Adjustments for:
Operating cash flows before movements in working capital
Increase in trade and other payables
Increase in trade and other receivables
Net cash generated from operating activities
Issue of Common Shares
Issue of Convertible Loan
Net cash inflow from financing activities

(24,413)
(24,413)
77,705
(353,293)
(300,001)
1
300,000
300,001

Net increase in cash and cash equivalents

Cash and cash equivalent at beginning of period

Cash and cash equivalent at end of period

49

NOTES TO THE FINANCIAL INFORMATION

1.

GENERAL INFORMATION

The Company was incorporated under the International Business Companies Act 1994 in Seychelles on 6 May 2014,
and the regulations made thereunder, as an exempted company limited by shares with the registered number
145872. The Companys registered office is located at 2nd Floor, Eden Plaza, Eden Island, PO Box 1352, Mahe,
Seychelles.
The Companys principle place of business is at 23 Hanover Square, London, W1S 1JB.
The Company incorporated its wholly owned subsidiary, CIC Gold Group Limited, in Hong Kong on 7 October 2014.
The subsidiary has a registered company number 2152790.
The Groups strategy is to make acquisitions in undervalued gold properties where either gold is the principal
commodity or gold mining the principal activity. The Group seeks to increase the value of its acquisitions by
providing funding and applying de-risking strategies and other corporate actions.
2.

SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation
The principal accounting policies adopted by the Group in the preparation of the consolidated financial information
are set out below.
Unless otherwise stated, the consolidated financial information has been presented in United Kingdom pounds (),
being the functional currency of the Group.
The consolidated financial information has been prepared in accordance with IFRS, including interpretations made by
the International Financial Reporting Interpretations Committee (IFRIC) issued by the International Accounting
Standards Board (IASB).
Comparative figures
No comparative figures have been presented as the consolidated financial information covers the period from
incorporation of the Company on 6 May 2014 to 31 December 2014.
Standards and interpretations issued but not yet applied
The Directors have considered those standards and interpretations, which have not yet been applied in the financial
information but are relevant to the Groups operations, that are in issue but not yet effective and do not consider
that any will have a material impact on the future results of the Group.
As at the date of approval of this consolidated financial information, the following standards and interpretations
were in issue but not yet effective:
IAS 19 Amendment: Defined Benefit Plans: Employee Contributions;
IFRS 10 and IAS 28 Amendments: Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture;
IAS 27 Amendment: Equity Method in Separate Financial Statements;
IAS 16 and IAS 41 Amendments: Agriculture: Bearer Plants;
IFRS 14 Regulatory Deferral Accounts;
50

IAS 16 and IAS 38 Amendments: Clarification of Acceptable Methods of Depreciation and Amortisation;
IFRS 11 Amendments: Accounting for Acquisitions of Interests in Joint Operations;
IFRS 15 Revenue from Contracts with Customers; and
IFRS 9 Financial Instruments.
Financial assets
The Directors determine the classification of the Groups financial assets at initial recognition. The financial assets
held comprise prepayments and other receivables; these are classified as loans and receivables.
Financial liabilities
The financial liabilities held comprise trade payables and accruals. These are classified as financial liabilities held at
amortised cost.
Convertible Loans
The proceeds received on issue of the Convertible Loans are allocated into their liability and equity components.
On account of the Convertible Loans being convertible at the option of the Company and in the absence of any
interest payable on the Convertible Loans, no element of the financial instrument meets the criteria of a financial
liability as defined by IAS 32 Financial instruments: presentation - paragraph 11. As such, all proceeds received in
respect of the Convertible Loans are recognised directly in equity under Convertible Loans classified as equity.
Cash and cash equivalents
The Group considers any cash on short-term deposits and other short-term investments to be cash equivalents.
Share capital
Common Shares are recorded at nominal value, and proceeds received in excess of nominal value of shares issued, if
any, are accounted for as share premium. Both share capital and share premium are classified as equity. Costs
incurred directly to the issue of Common Shares are accounted for as a deduction from share premium, otherwise
they are charged to the statement of comprehensive income.
Taxation
Tax on profit or loss for the period comprises current and deferred tax. Tax is recognised in the consolidated
statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in
which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. The following temporary differences are not
provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than
in a business combination, and differences relating to investments in subsidiaries to the extent that they will
probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or
substantively enacted a the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
51

against which the asset can be utilised.

Going concern
The consolidated financial information has been prepared on the assumption that the Group will continue as a going
concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the
foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection
from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate,
the Directors take into account all available information for the foreseeable future, in particular for the twelve
months from the date of approval of the consolidated financial information.
Following the review of ongoing performance and cash flows, the Directors have a reasonable expectation that the
Group has adequate resources to continue operational existence for the foreseeable future.
3.

BUSINESS SEGMENTS

For the purpose of IFRS8, the Chief Operating Decision Maker (the CODM) takes the form of the board of directors.
The Directors are of the opinion that the business of the Group comprises a single activity, being the acquisition of
undervalued gold properties.
The analysis of turnover, gross profit, assets, liabilities, additions to plant, property and equipment and depreciation
and amortisation by the component used by the CODM to make decisions about operating matters is as follows:
8-month
Period ended
31 December
2014

Revenue

4.

Operating loss

(24,413)

Carrying amount of assets

353,293

Carrying amount of liabilities

(77,705)

FINANCIAL INSTRUMENTS RISK MANAGEMENT

The Group is exposed through its operations to the following financial risks:

credit risk; and

liquidity risk.

Common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments.
This note describes the Directors objectives, policies and processes for managing those risks and the methods used
to measure them. Further quantitative information in respect of these risks is presented throughout this
consolidated financial information.

52

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

other receivables; and

trade and other payables.

General objectives, policies and processes

The Directors have overall responsibility for the determination of the Group's risk management objectives and
policies. Further details regarding these policies are set out below:
Credit risk
The Groups credit risk arises from other receivables. Cash due from other receivables relates to the balance of cash
due on the 300,000 Convertible Loan issued on 19 August 2014. The amount owing form under the first Convertible
Loan Agreement is held in CIC Funds account in an independent financial institution with minimum A rating.
Liquidity risk
Liquidity risk arises from the Directors management of working capital. It is the risk that the Company and Group
will encounter difficulty in meeting their financial obligations as they fall due.
The Directors policy is to ensure that the Company and Group will always have sufficient cash to allow them to meet
their liabilities when they become due. To achieve this aim, the Directors seek to maintain a cash balance sufficient
to meet expected requirements for a period of at least 45 days.
The Directors have prepared consolidated cash flow projections on a monthly basis through to 31 December 2016.
At the end of the period under review, these projections indicated that the Group expected to have sufficient liquid
resources to meet its obligations under all reasonably expected circumstances.
5

CAPITAL RISK MANAGEMENT

The Directors objectives when managing capital are to safeguard the Groups ability to continue as a going concern
in order to provide returns for Shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. At the date of this consolidated financial information, the Group had been
financed from borrowings, classified in the financial information Convertible Loans classified as equity.. In the
future, the capital structure of the Group is expected to consist of borrowings and equity attributable to equity
holders of the Company, comprising issued share capital and reserves.
6.

TRADE AND OTHER RECEIVABLES

7.

213,704 owing from CIC Fund in relation to the first 300,000 Convertible Loan issued on 19 August 2014;
and
139,589 of prepaid expenditure relating to the Admission.

SHARE CAPITAL

On incorporation, the Company had an authorised and issued share capital of 1 Common Share of par value $1.
On 30 October 2014, the Company:
converted its share capital from par value to no par value shares;
53

changed the denomination of its share capital from $ to ;

further increased its authorised capital to 900,000,000 Common Shares of no par value;
converted its previously issued Common Share of par US$1 to 1 Common Share of no par value; and
issued to CIC Fund 2,250,881 Common Shares of no par value.

As at 31 December 2014, the Company had issued share capital of 2,250,882 Common Shares of no par value.
A reconciliation of the share capital of the Company over the period is shown below:

th

Number of shares

Par Value

Issue of shares on 31 October 2014

2,250,881

Total

2,250,882

At incorporation on 6 May 2014

st

Share Purchase Options

The Company does not have a stock option plan. Rather the Company will award other securities (shares) which
will grant incentive shares to Directors, officers and employees at the discretion of the Companys remuneration
committee.
8.

CONVERTIBLE LOANS CLASSIFIED AS EQUITY

Convertible Loans
Pursuant to an agreement dated 19 August 2014, an unsecured and interest free Convertible Loan of 300,000, was
granted to the Company from CIC Fund, a company registered in British Columbia, Canada. During the 8-month
period ending 31 December 2014, 86,296 was received and expensed by the company. The balance of 213,704 is
recorded withing other receivables on the Groups statement of financial position as at 31 December 2014. This
loan was repayable on the second anniversary of the Convertible Loan Agreement, if not converted earlier. The
Convertible Loan Agreement provided that the Convertible Loan was convertible by the Company, at its option, into
5,000,000 Common Shares at the Conversion Price and 5,000,000 Convertible Loan Warrants.
On account of the Convertible Loans being convertible at the option of the Company, and in the absence of any
interest payable on the Convertible Loans, no element of the financial instrument meets the criteria of a financial
liability as defined by IAS 32 Financial instruments: presentation - paragraph 11. As such, the equity element of the
Convertible Loans recognised directly in equity under Convertible Loans classified as equity amounted to 300,000
as at 31 December 2014.
9.

TRADE AND OTHER PAYABLES

As at 31 December 2014, the Group had 77,705 of trade payables and other payables.
Trade Payables
A maturity analysis of the Groups trade payables due in less than one year is as follows:
As at
31 December
2014

54

0 to 3 months

77,705

3 to 6 months

6 months +

Total

77,705

10. DIRECTORS EMOLUMENTS

Total emoluments of 21,000 were paid to the Directors during the period under review.
key management personnel.

The Directors were the

Of this amount, emoluments of 9,000 were paid to Mr. Malcolm Bell, a former Director of the Company during the
period under review.
All Directors emoluments represent short term employment benefits.
11. TAXATION
The Company is a Seychelles Corporation subject to a corporate tax rate of nil, as at 31 December 2014.
12. LOSS PER SHARE
The calculation for loss per Common Share for the relevant period is based on the loss after income tax attributable
to equity holder for the period from incorporation of the Company on 6 May 2014 to 31 December 2014 and is as
follows:
Basic
Loss attributable to equity holders ()

(24,413)

Weighted average number of Common Shares

Loss per Common Share (pence)

1,369,707

(1.78)

Basic and diluted loss per Common Share is calculated based on the loss after income tax for the period attributable
to the holder of the Common Share in issue at the period end.
In the future, the Company may have two categories of potential dilutive Common Shares: share purchase options
and warrants. Were the Group to make a loss attributable to the equity holders of the Company, the share purchase
options and warrants will be anti-dilutive, and these contingently issuable shares will not be included in the
calculation.
13. RELATED PARTY TRANSACTIONS
During the period under review, the Company entered into a Convertible Loan Agreement with CIC Fund. CIC Fund is
a related party by being a shareholder of the Company during the period under review.
14. COMMITMENTS
The Group had not entered into any material capital commitments as at 31 December 2014.
55

15. SUBSEQUENT EVENTS

On 13 January 2015, the Company was granted an interest free Convertible Loan of 1,425,000 from CIC Fund, a
company registered in British Columbia, Canada.
On 13 January 2015, both the 300,000 and the 1,425,000 Convertible Loans from CIC Fund were converted, at the
Conversion Price, into 28,750,000 Common Shares (each such Common Share having one Convertible Loan Warrant
attached).
On 13 January 2015, the Company issued 66,560,000 Common Shares to Shareholders other than Directors, and
includes 3,000,000 Common Shares to EDC International Holdings Ltd (a company owned by Dr. Geoffrey P. Cowley),
for nominal consideration.
Between 1 January 2015 and 3 April 2015, the Company received and expensed a further 155,670 from CIC Fund in
relation to the initial 300,000 Convertible Loan, following which 58,034 remained outstanding. On 3 April 2015 Top
Ten received the remaining balance of 58,034 and the full amount of the second Convertible Loan owing of
1,425,000 from CIC Fund, a company registered in British Columbia, Canada.
On 2 April 2015 the Company acquired effective control of Top Ten by way of a Bare Trust Agreement.
On 22 April 2015 the Company granted to CIC Fund the Convertible Loan Warrants, to Dell Balfour the Balfour
Warrants,and to Jarada the Jarada Warrants.
On Admission, the Company granted to VSA the VSA Warrants.
16 ULTIMATE CONTROLLING PARTY
As at 31 December 2014, the Company did not have any one identifiable controlling party.
Following the issue of 66,560,000 Common Shares on 13 January 2015 and the conversion of the aggregate
1,725,000 Convertible Loans on 13 January 2015 into 28,750,000 Common Shares, the Company did not have any
one identifiable controlling party.
17. NATURE OF CONSOLIDATED FINANCIAL INFORMATION
The consolidated financial information presented above does not constitute statutory financial statements for the
period under review.

56

PART 10 (A)
HISTORICAL FINANCIAL INFORMATION OF TOP TEN
ACCOUNTANTS REPORT ON TOP TEN

Crowe Clark Whitehill LLP

Chartered Accountants
Member of Crowe Horwath International
St Bride's House
10 Salisbury Square
London EC4Y 8EH, UK
Tel +44 (0)20 7842 7100
Fax +44 (0)20 7583 1720
DX: 0014 London Chancery Lane
www.croweclarkwhitehill.co.uk

The Directors
CIC Gold Group Limited
2nd Floor
Eden Plaza
Eden Island
Mahe
PO Box 1352
Seychelles
The Directors
VSA Capital Limited
New Liverpool House
15 17 Eldon Street
London EC2M 7LD
18 June 2015
Dear Sirs
Introduction

We report on the financial information of Top Ten Services Company (Top Ten) for the three years ended 31
January 2015 as set out in this Part 10 of the prospectus of CIC Gold Group Limited (the Company) dated 18 June
2015 (the Prospectus). This financial information has been prepared for inclusion in the Prospectus on the basis of
the accounting policies set out in note 2 of the financial information. This report is required by Annex 1 item 20.1 of
Commission Regulation (EC) No. 809/2004 (the Prospectus Directive Regulation) and is given for the purpose of
complying with that requirement and for no other purpose.
Responsibilities
The directors of the Company (the Directors) are responsible for preparing the financial information in accordance
with International Financial Reporting Standards as adopted by the European Union (IFRS).
It is our responsibility to form an onion on the financial information and to report our opinion to you.
Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices
57

Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures
in the financial information. It also included an assessment of significant estimates and judgements made by those
responsible for the preparation of the financial information underlying the financial statements and whether the
accounting policies are appropriate to the entities circumstances, consistently applied and adequately disclosed.
We planned and performed our work so as to obtain all the information and explanations which we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information
is free from material misstatement whether caused by fraud or other irregularity or error.
Opinion
In our opinion, the financial information gives, for the purposes of the Prospectus, a true and fair view of the state of
affairs of Top Ten and of its profits/losses, cash flows and changes in equity for the periods stated in accordance with
IFRS.
Declaration
For the purposes of Prospectus Rule 5.5.3R (2)(f), we are responsible for this report as part of the Prospectus and
declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best
of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is
included in the Prospectus in compliance with Annex I item 1.2 of the Prospectus Directive Regulation.
Yours faithfully

Crowe Clark Whitehill LLP

Chartered Accountants

58

PART 10 (B)
HISTORICAL FINANCIAL INFORMATION OF TOP TEN
STATEMENTS OF FINANCIAL POSITION
The audited statements of financial position of Top Ten as at 31 January 2013, 2014 and 2015 are set out below:

Note
Assets
Current assets
Cash and cash equivalents
Total assets
Equity and liabilities
Capital and reserves
Capital reserve
Accumulated deficit
Total equity attributable to equity holders

Current liabilities
Trade and other payables
Total liabilities

Total equity and liabilities

59

As at
31 January
2013
RMB

As at
31 January
2014
RMB

As at
31 January
2015
RMB

930
930
930

(7,113,287)
(7,113,287)

6,468,272
(7,114,217)
(645,945)

6,468,272
(6,468,272)
-

7,114,217
7,114,217

645,945
645,945

930

STATEMENTS OF COMPREHENSIVE INCOME

The audited statements of comprehensive income of Top Ten for each of the years ending 31 January 2013, 31
January 2014 and 31 January 2015 are set out below:

Year ended
31 January
2013
RMB
Revenue

Year ended
31 January
2014
RMB

Year ended
31 January
2015
RMB

(1,180)

(930)

645,945

Operating (loss)/profit

(1,180)

(930)

645,945

(Loss)/profit before taxation

(1,180)

(930)

645,945

(Loss)/profit after taxation

(1,180)

(930)

645,945

(Loss)/profit for the year

(1,180)

(930)

645,945

(1,180)

(930)

645,945

Administrative expenses
Other income

Income tax expense

Other comprehensive income

Total comprehensive (loss)/profit attributable to owners of the parent

60

STATEMENTS OF CHANGES IN EQUITY

The audited statements of changes in equity of Top Ten for each of the years ending 31 January 2013, 31 January
2014 and 31 January 2015 are set out below:
Note

As at 1 January 2012

Capital
reserve Accumulated deficit
RMB
RMB

Total
RMB

(7,112,107)

(7,112,107)

(1,180)

(1,180)

(1,180)

(1,180)

Total transaction with owners

As at 31 January 2013

(7,113,287)

(7,113,287)

Comprehensive income
Loss for the period

(930)

(930)

Total comprehensive income for the year

(930)

(930)

Comprehensive income
Loss for the period
Total comprehensive income for the year
Transaction with owners
Transfer to capital reserve

Transaction with owners

Transfer to capital reserve

6,468,272

6,468,272

Total transaction with owners

6,468,272

6,468,272

As at 31 January 2014

6,468,272

(7,114,217)

645,945

Comprehensive income
Profit for the period

645,945

645,945

Total comprehensive income for the year

645,945

645,945

Transaction with owners

Transfer to capital reserve

Total transaction with owners

6,468,272

(6,468,272)

As at 31 January 2015

Being a PRC incorporated company, Top Ten does not have share capital, rather it has a capital reserve as governed
by the laws and regulations in the PRC. The capital reserve forms part of the equity of Top Ten. It is not
distributable by way of dividends.
Accumulated deficit represents the aggregate retained losses of Top Ten.

61

STATEMENTS OF CASH FLOWS

The audited cash flow statements of Top Ten for each of the years ending 31 January 2013, 31 January 2014 and 31
January 2015 are set out below:

Cash flow from operating activities

Loss for the year before taxation
Adjustments for:
Depreciation
Operating cash flows before movements in working capital
Increase in trade and other payables
Decrease in trade and other receivables
Net cash generated from operating activities
Net increase in cash and cash equivalents
Cash and cash equivalent at beginning of year
Cash and cash equivalent at end of year

62

Year ended
31 January
2013
RMB

Year ended
31 January
2014
RMB

Year ended
31 January
2015
RMB

(1,180)

(930)

280
(900)
900
-

(930)
(930)

(930)

930
930

930
-

NOTES TO THE FINANCIAL INFORMATION

1.

General information

Top Ten was incorporated in the PRC on 20 February 2004, and the regulations made thereunder, as a company
without share capital.
Top Tens registered office is located at Level 6, China Resources Building,
Jianguomenbeidajie, Beijing, China. Top Ten did not trade during the period under review.
2.

Significant Accounting Policies

Basis of preparation
The principal accounting policies adopted by Top Ten in the preparation of the financial information are set out
below.
Unless otherwise stated, the financial information has been presented in Renminbi (RMB), being the functional
currency of Top Ten.
The financial information has been prepared in accordance with IFRS, including interpretations made by the
International Financial Reporting Interpretations Committee (IFRIC) issued by the International Accounting Standards
Board (IASB).
Standards and interpretations issued but not yet applied
The Directors have considered those standards and interpretations, which have not yet been applied in the financial
information but are relevant to the Top Tens operations, that are in issue but not yet effective and do not consider
that any will have a material impact on the future results of Top Ten.
As at the date of approval of this financial information, the following standards and interpretations were in issue but
not yet effective:
IAS 19 Amendment: Defined Benefit Plans: Employee Contributions;
IFRS 10 and IAS 28 Amendments: Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture;
IAS 27 Amendment: Equity Method in Separate Financial Statements;
IAS 16 and IAS 41 Amendments: Agriculture: Bearer Plants;
IFRS 14 Regulatory Deferral Accounts;
IAS 16 and IAS 38 Amendments: Clarification of Acceptable Methods of Depreciation and Amortisation;
IFRS 11 Amendments: Accounting for Acquisitions of Interests in Joint Operations;
IFRS 15 Revenue from Contracts with Customers; and
IFRS 9 Financial Instruments.

63

Financial assets
The Directors determine the classification of the Top Tens financial assets at initial recognition. The financial assets
held comprise cash and cash equivalents; these are classified as loans and receivables.
Financial liabilities
The financial liabilities held comprise trade payables and other payables. These are classified as financial liabilities
held at amortised cost.
Cash and cash equivalents
Top Ten considers any cash on short-term deposits and other short-term investments to be cash equivalents.
Taxation
Tax on profit or loss for the period comprises current and deferred tax. Tax is recognised in the statement of
comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is
recognised in equity.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. The following temporary differences are not
provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than
in a business combination, and differences relating to investments in subsidiaries to the extent that they will
probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or
substantively enacted a the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available
against which the asset can be utilised.
Going concern
The financial information has been prepared on the assumption that Top Ten will continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable
future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from
creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the
Directors take into account all available information for the foreseeable future, in particular for the twelve months
from the date of approval of the financial information.
Following the review of ongoing performance and cash flows, the Directors have a reasonable expectation that Top
Ten has adequate resources to continue operational existence for the foreseeable future.
3.

BUSINESS SEGMENTS

For the purpose of IFRS8, the Chief Operating Decision Maker (the CODM) takes the form of the board of directors.
The Directors are of the opinion that Top Ten has yet to commence trading and therefore the Directors have yet to
determine the operating segments.
64

4.

FINANCIAL INSTRUMENTS RISK MANAGEMENT

Top Ten is exposed through its operations to the following financial risks:

credit risk; and

liquidity risk.

Common with all other businesses, the Top Ten is exposed to risks that arise from its use of financial instruments.
This note describes the Directors objectives, policies and processes for managing those risks and the methods used
to measure them. Further quantitative information in respect of these risks is presented throughout this financial
information.
Principal financial instruments
The principal financial instruments used by Top Ten, from which financial instrument risk arises, are as follows:

cash and cash equivalents; and

trade and other payables.

General objectives, policies and processes

The Directors have overall responsibility for the determination of Top Tens risk management objectives and policies.
Further details regarding these policies are set out below:
Credit risk
The Top Tens credit risk arises from cash and cash equivalents with banks and financial institutions. For banks and
financial institutions, only independently rated parties with minimum rating "A" are accepted.
Liquidity risk
Liquidity risk arises from the Directors management of working capital. It is the risk that Top Ten will encounter
difficulty in meeting their financial obligations as they fall due.
The Directors policy is to ensure that Top Ten will always have sufficient cash to allow them to meet their liabilities
when they become due. To achieve this aim, the Directors seek to maintain a cash balance sufficient to meet
expected requirements for a period of at least 45 days.
The Directors have prepared cash flow projections on a monthly basis through to 31 December 2016. At the end of
the period under review, these projections indicated that Top Ten is expected to have sufficient liquid resources to
meet its obligations under all reasonably expected circumstances.
5.

CAPITAL RISK MANAGEMENT

The Directors objectives when managing capital are to safeguard Top Tens ability to continue as a going concern in
order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. At the date of this financial information, Top Ten had been financed from
borrowings, converted to equity in the year ended 31 January 2015. In the future, the capital structure of Top Ten
is expected to consist of borrowings and equity attributable to equity holders of Top Ten, comprising issued share
capital and reserves.

65

6.

TRADE AND OTHER PAYABLES

As at 31 January 2015, Top Ten had a trade payables and other payables balance of RMBnil (2014: RMB645,945, 2013:
RMB7,114,217) .
During the year ended 31 January 2014, RMB6,468,272 owing to Stuart Bromley was transferred to the capital
reserve.
During the year ended 31 January 2015, RMB645,945 owing to CIC Fund was written off to the statement of
comprehensive income.
7.

DIRECTORS EMOLUMENTS

Total emoluments of RMBnil were paid to the Directors during the period under review. The Directors were the key
management personnel.
8.

TAXATION

Top Ten is a company incorporated in the Peoples Republic of China and is subject to a corporate tax rate of 25% at
31 January 2015 (2014: 25%, 2013: 25%).
9.

RELATED PARTY TRANSACTIONS

During the year ended 31 January 2014, RMB6,468,272 owing to Stuart Bromley was transferred to the capital
reserve. Stuart Bromley was a related party by virtue his directorship of CIC Fund, the ultimate controlling party of
Top Ten during the year ended 31 January 2014.
10. COMMITMENTS
Top Ten had not entered into any material capital commitments as at 31 January 2015.
11. SUBSEQUENT EVENTS
On 3 April 2015, Top Ten received the balance of cash owing on the Convertible Loans of 1,483,034 from CIC Fund, a
company registered in British Columbia, Canada.
On 2 April 2015 the Company acquired effective control of Top Ten by way of a Bare Trust Agreement.
12. ULTIMATE CONTROLLING PARTY
As at 31 January 2015, the ultimate controlling party was CIC Fund.
As at the date of this document, the ultimate controlling party was the Company.
13. NATURE OF FINANCIAL INFORMATION
The financial information presented above does not constitute statutory financial statements for the period under
review.

66

PART 11
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Set out below are unaudited pro-forma statements of net assets and earnings of the Group as at 31 December 2014
and the period then ended (the Pro Forma Financial Information). The Pro Forma Financial Information has been
prepared on the basis set out in the notes below to illustrate the effect of the Admission, the receipt of the second
Conversion Loan on the net assets of the Group had the Admission occurred on 31 December 2014 and on the
earnings of the Group for the period then ended. The Pro Forma Financial Information is consistent with the CIC
Fund Loan Conversion and has been prepared for illustrative purposes only. Because of its nature, the Pro Forma
Financial Information addresses a hypothetical situation and, therefore, does not represent the Groups actual
financial position or earnings. It is based on the schedules used in preparing the audited balance sheet and results of
the Group as at 31 December 2014 and the period then ended, which is reproduced in Part 9(B) (Historical Financial
Information of the Group) of this document.
Users should read the whole of this document and not rely solely on the summarised financial information contained
in this Part 11 (Unaudited Pro Forma Financial Information).
The report on the Pro Forma Financial Information is set out in Part 12 (Unaudited Pro Forma Accountants Report)
of this document.
Unaudited pro forma statement of net assets
Group
net assets
as at
31 December 2014
(Note 1)

Cash receipt of
Convertible
Loan
(Note 2)

Payment of
Admission
costs
(Note 3)

Assets
Current assets
Trade and other receivables
Cash
Total assets

353,293
353,293

(213,704)
1,638,704
1,425,000

(139,589)
(375,130)
(514,719)

1,263,574
1,263,574

Liabilities
Current liabilities
Trade and other payables
Total current liabilities

(77,705)
(77,705)

64,719
64,719

(12,986)
(12,986)

Total liabilities

(77,705)

64,719

(12,986)

275,588

1,425,000

(450,000)

1,250,588

Net assets

67

Unaudited
pro forma
net assets of the
Group

Unaudited pro forma statement of earnings

Group earnings
for the period
ending
31 December
2014
(Note 1)

(24,413)
(24,413)

Receipt of
Convertible
Loan
(Note 2)

Payment of
Admission
costs
(Note 3)

(450,000)
(450,000)

Earnings of
Top Ten
(Note 4)

69,531
69,531

Unaudited
pro forma
earnings of
the Group

(474,413)
69,531
(404,882)

Loss before taxation

Income tax expense
Loss after taxation

(24,413)
(24,413)

(450,000)
(450,000)

69,531
69,531

(404,882)
(404,882)

Loss for the period

Other comprehensive income

(24,413)
-

(450,000)
-

69,531
-

(404,882)
-

Total
comprehensive
loss
attributable to owners of the parent

(24,413)

(450,000)

69,531

(404,882)

Revenue
Administrative expenses
Other income
Operating loss

Notes:
1. The financial information relating to the Group has been extracted without adjustment from the audited
financial information set out in Part 9 (Historical Financial Information of the Group) of this document.
2.

The adjustment of 1,638,704 represents the receipt of both the balance due on the first Convertible Loan of
213,704 and the receipt in full of the second Convertible Loan of 1,425,000, comprising an unsecured,
interest free Convertible Loan from CIC Fund. Like the first Convertible Loan, the second Convertible Loan has
been classified as equity on the Groups unaudited pro forma balance sheet.

3.

The adjustment of (450,000) represents total Admission costs. As at 31 December 2014, the Groups balance
sheet included 139,589 of prepaid Admission costs and 64,719 of trade payables relating to Admission costs.
The difference 74,870 represented Admission costs paid during the period. Included within the unaudited
pro forma statement of net assets is the cash payment of the balance of Admission costs of 375,130.
Included in the unaudited pro forma statement of earnings is the full amount of Admission costs of 450,000.

4.

The net assets of Top Ten as set out in Part 10(B) (Historical Financial Information of Top Ten) have no effect on
the unaudited statement of pro forma net assets of the Group as at 31 December 2014 on the basis that they
are RMBnil as at 31 January 2015. The earnings of Top Ten have been extracted without adjustment from the
audited financial information set out in Part 10(B) (Historical Financial Information of Top Ten) of this document,
translated at RMB9.29 to 1.

5.

The CIC Fund Loan Conversion has no effect on either the unaudited statement of pro forma net assets of the
Group as at 31 December 2014 or on the unaudited statement of pro forma earnings of the Group for the
8-month period ended 31 December 2014.

6.

The Pro Forma Financial Information does not reflect any changes in the trading position of the Group or any
other changes arising from other transactions, since 31 December 2014.

68

PART 12
ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION
Crowe Clark Whitehill LLP
Chartered Accountants
Member of Crowe Horwath International
St Bride's House
10 Salisbury Square
London EC4Y 8EH, UK
Tel +44 (0)20 7842 7100
Fax +44 (0)20 7583 1720
DX: 0014 London Chancery Lane
www.croweclarkwhitehill.co.uk

18 June 2015
The Directors
CIC Gold Group Limited
2nd Floor, Eden Plaza
Eden Island
PO Box 1352
Mahe, Seychelles
The Directors
VSA Capital Limited
New Liverpool House
15 17 Eldon Street
London EC2M 7LD
Dear Sirs
Introduction

We report on the unaudited pro forma statement of net assets as at 31 December 2014 and on the unaudited pro
forma statement of earnings for the period then ended (the Pro Forma Financial Information) set out in Part 11
(Unaudited Pro Forma Financial Information) of CIC Gold Group Limiteds (the Company) prospectus (the
Prospectus) dated 18 June 2015, which has been prepared on the basis described, for illustrative purposes only, to
provide information about how the admission of the Company to the standard segment of the Official List of the UK
Listing Authority and the issue of the second convertible loan might have affected the net assets and earnings
presented on the basis of the accounting policies adopted by the Company in preparing the audited financial
information for the period ended 31 December 2014. This report is required by Annex I, item 20.2 of Commission
Regulation (EC) N 809/2004 and is given for the purpose of complying with that requirement and for no other
purpose.
Responsibilities
It is the responsibility of the directors of the Company (the Directors) to prepare the Pro Forma Financial
Information in accordance with Annex I, item 20.2 and Annex II, items 1 to 6 of Commission Regulation (EC) N
809/2004.
It is our responsibility to form an opinion, in accordance with Annex I, item 20.2 of Commission Regulation (EC) N
809/2004, as to the proper compilation of the Pro Forma Financial Information and to report that opinion to you in
accordance with Annex II, item 7 of Commission Regulation (EC) N 809/2004.

69

Basis of opinion
We conducted our work in accordance with Standards of Investment Reporting issued by the Auditing Practices
Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no
independent examination of any of the underlying financial information, consisted primarily of comparing the
unadjusted financial information with the source documents, considering the evidence supporting the adjustments
and discussing the Pro Forma Financial Information with the Directors.
We planned and performed our work so as to obtain all the information and explanations which we considered
necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been
properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.
Our work has not been carried out in accordance with auditing or other standards and practices generally accepted
in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be
relied upon as if it had been carried out in accordance with those standards and practices.
Opinion
In our opinion:
(a) the Pro Forma Financial Information has been properly complied on the basis stated; and
(b) such basis is consistent with the accounting policies of the Company.
Declaration
For the purpose of Prospectus Rule 5.5.3R, we are responsible for this report as part of the Prospectus and declare
that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our
knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is
included in the Prospectus in compliance with Annex I, item 1.2 of Commission Regulation (EC) N 809/2004.
Yours faithfully

Crowe Clark Whitehill LLP

Chartered Accountants

70

PART 13
CREST AND DEPOSITARY ARRANGEMENTS
CREST and Depositary Arrangements
The Company has established arrangements to enable investors to settle interests in the Common Shares through
the CREST system. CREST is a paperless settlement system allowing securities to be transferred from one persons
CREST account to another without the need to use share certificates or written instruments of transfer. Securities
issued by non-UK companies, such as the Company, cannot be held or transferred electronically in the CREST system.
However, depositary interests allow such securities to be dematerialised and settled electronically through CREST.
Where investors choose to settle interests in the Common Shares through the CREST system, and pursuant to
depositary arrangements established by the Company, Computershare Investor Services PLC (the Depositary) will
hold the Common Shares and issue dematerialised depositary interests (the Depositary Interests) representing the
underlying Common Shares, which will be held on trust for the holders of the Depositary Interests. The Depositary
Interests will be independent securities constituted under English law which may be held and transferred through
the CREST system. Investors should note that it is the Depositary Interests which will be admitted to and settled
through CREST and not the Common Shares.
The Companys Memorandum and Articles of Association are consistent with CREST membership in respect of
Depositary Interests and the holding and transfer of Depositary Interests in uncertified form. The Board has passed a
resolution authorising the issuance of shares in book-entry form.
The Company and the Depositary entered into a depositary services agreement (the Depositary Services
Agreement) on 27 April 2015, the principal terms of which are summarised below.
The Depositary Interests have been created pursuant to and issued on the terms of a deed poll executed on 27 April
2015 by the Depositary in favour of the holders of the Depositary Interests from time to time (the Deed Poll).
Holders of Depositary Interests should note that they will have no rights against Euroclear UK and Ireland Limited
(the operators of CREST) or its subsidiaries in respect of the underlying Common Shares or the Depositary Interests
representing them.
If a holder of Common Shares so requests, its Common Shares will be transferred to an account of the Depositary or
its nominated custodian (the Custodian) and the Depositary will issue Depositary Interests to participating CREST
members. Each Depositary Interest will be treated as one Common Shares for the purposes of determining, for
example, eligibility for any dividends. The Depositary will pass on to holders of Depositary Interests any stock or cash
benefits received by it as holder of Common Shares on trust for such Depositary Interest holder. Depositary Interest
holders, through the Depositary, will also be able to receive notices of meetings of holders of Common Shares and
other notices issued by the Company to its Shareholders.
The Depositary Interests have the same security code (ISIN) as the underlying Common Shares and will not require a
separate admission to the London Stock Exchanges Main Market for listed securities. The Common Shares can then
be traded with settlement taking place within the CREST system in the form of Depositary Interests in the same way
as any other CREST securities that are directly eligible in their own right. Application will be made for the Depositary
Interests to be admitted to CREST with effect from Admission.
If a holder wishes to cancel its Depositary Interest, it will either directly or through its broker instruct the applicable
CREST participant to initiate a CREST withdrawal (where such withdrawal is sent to the Depositary) for the name that
appears on the Register. The Depositary Interest will then be cancelled by the Depositary and the related Common
Shares will be credited to the account on the Register by the Registrar. The Registrar will then send the holder a new
Common Shares certificate.
71

The information included within this Part 13 relating to the obtaining and cancellation of Depositary Interests by a
holder is intended to be a summary only and is not to be construed as legal, business or tax advice. Each investor
should consult his or her own lawyer, financial adviser, broker or tax adviser for legal, financial or tax advice in
relation to Depositary Interests.
Deed Poll
The Deed Poll was executed on 27 April 2015 by the Depositary and contains the following provisions:
1. The Depositary will hold (itself or through the Custodian), as bare trustee, the underlying Common Shares and
all and any rights and other securities, property and cash attributable to the underlying Common Shares pertaining
to the Depositary Interests for the benefit of the holders of the relevant Depositary Interests as tenants in common.
The Depositary will re-allocate securities or Depositary Interests distributions allocated to the Depositary or
Custodian pro rata to the Common Shares held for the respective accounts of the holders of Depositary Interests, but
will not be required to account for fractional entitlements arising from such re-allocation.
2. Holders of Depositary Interests agree to give such warranties and certifications to the Depositary as the
Depositary may reasonably require. In particular, holders of Depositary Interests warrant, inter alia, that the
securities in the Company transferred or issued to the Depositary or Custodian on behalf of the Depositary for the
account of the Depositary Interest holder are free and clear of all liens, charges, encumbrances or third party
interests and that such transfers or issues are not in contravention of the Companys constitutional documents or any
contractual obligation, or applicable law or regulation binding or affecting such holder, and holders of Depositary
Interests agree to indemnify the Depositary against any liability incurred as a result of any breach of such warranty.
3. The Depositary and any Custodian shall pass on to the Depositary Interest holders and, so far as they are
reasonably able, exercise on behalf of the Depositary Interest holders all rights and entitlements received or to which
they are entitled in respect of the underlying Common Shares which are capable of being passed on or exercised.
Rights and entitlements to cash distributions, to information, to make choices and elections and to call for, attend
and vote at meetings shall, subject to the Deed Poll, be passed on in the form in which they are received, together
with amendments and additional documentation necessary to effect such passing-on, or, as the case may be,
exercised in accordance with the Deed Poll. If arrangements are made which allow a holder to take up rights in the
Companys securities requiring further payment, the holder must put the Depositary in cleared funds before the
relevant payment date or other date notified by the Depositary if it wishes the Depositary to exercise such rights.
4 The Depositary will be entitled to cancel Depositary Interests and treat the holders thereof as having requested
a withdrawal of the underlying securities in certain circumstances, including where a Depositary Interest holder fails
to furnish the Depositary with such certificates or representations as to material matters of fact, including his identity,
as the Depositary deems appropriate.
5. The Depositary warrants that it is an authorised person under the FSMA and is duly authorised to carry out
custodian and other activities under the Deed Poll. It also undertakes to maintain that status and authorisation.
The Deed Poll contains provisions excluding and limiting the Depositarys liability. For example, the Depositary shall
not be liable to any Depositary Interest holder or any other person for liabilities in connection with the performance
or non-performance of obligations under the Deed Poll or otherwise except as may result from its negligence or
wilful default or fraud or that of any person for whom it is vicariously liable, provided that the Depositary shall not be
liable for the negligence, wilful default or fraud of any Custodian or agent which is not a member of its group unless
it has failed to exercise reasonable care in the appointment and continued use and supervision of such Custodian or
agent. Except in the case of personal injury or death, any liability incurred by the Depositary to a holder under the
Deed Poll is limited to the lesser of:
(a) the value of the Common Shares that would have been properly attributable to the Depositary Interests to
72

which the liability relates; and

(b) that proportion of 5 million which corresponds to the portion which the amount the Depositary would
otherwise be liable to pay to the holder bears to the aggregate of the amounts the Depositary would
otherwise be liable to pay to all such holders in respect of the same act, omission or event which gave rise to
such liability or, if there are no such amounts, 5 million.
The Depositary is entitled to charge holders of Depositary Interests fees and expenses for the provision of its services
under the Deed Poll.
Each holder of Depositary Interests is liable to indemnify the Depositary and any Custodian (and their agents, officers
and employees), and hold each of them harmless, from and against all liabilities arising from or incurred in
connection with, or arising from any act related to, the Deed Poll so far as they relate to the property held for the
account of that holder, other than those caused by or resulting from the wilful default, negligence or fraud of: (i) the
Depositary; or (ii) the Custodian or any agent if such Custodian or agent is a member of the Depositarys group or if,
not being a member of the same group, the Depositary shall have failed to exercise reasonable care in the
appointment and continued use of such Custodian or agent.
9. The Depositary is entitled to make deductions from the deposited property or any income or capital arising
therefrom, or to sell such deposited property and make deductions from the sale proceeds thereof, in order to
discharge the indemnification obligations of Depositary Interest holders.
10. The Depositary may terminate the Deed Poll either in its entirety or in respect of one or more series of CIC Gold
Group Limited Depositary Interests by giving not less than 30 days notice. During such notice period, Depositary
Interest holders may cancel their Depositary Interests and withdraw their deposited property and, if any Depositary
Interests remain outstanding after termination, the Depositary shall, as soon as reasonably practicable and amongst
other things: (i) deliver the deposited property in respect of the Depositary Interests to the relevant Depositary
Interest holder or at the Depositarys discretion; (ii) sell all or part of such deposited property. It shall, as soon as
reasonably practicable, deliver the net proceeds of any such sale, after deducting any sums due to the Depositary,
together with any other cash held by it under the Deed Poll, pro rata to the Depositary Interest holders in respect of
their Depositary Interests.
11. The Depositary or the Company may require from any holder: (i) information as to the capacity in which
Depositary Interests are owned or held by such holders and the identity of any other person with any interest of any
kind in such Depositary Interests or the underlying Common Shares and the nature and amounts of such interests; (ii)
evidence or declaration of nationality or residence of the legal or beneficial owner(s) of Depositary Interests and
such information as is required to transfer the relevant Depositary Interests or Common Shares to the holder; and (iii)
such information as is necessary or desirable for the purposes of the Deed Poll or CREST system, and holders are
bound to provide such information requested. The holders of Depositary Interests consent to the disclosure of such
information by the Depositary, Custodian or Company to the extent necessary or desirable to comply with their
respective legal or regulatory obligations.
12. Furthermore, to the extent that the Companys constitutional documents, applicable laws or regulations, the
Ground Rules for the Management of the FTSE UK Index Series (if applicable), or any court or legal or regulatory
authority may require or the Company deems it necessary or desirable in connection therewith (including in
response to requests for information), the disclosure to the Group of, or limitations in relation to, beneficial or other
ownership of, or interests of any kind whatsoever in, the Companys securities, the Depositary Interest holders are to
comply with such provisions and with the Companys securities, the Depositary Interest holders are to comply with
such provisions and with the Companys instructions with respect thereto, and consent to the disclosure of such
information for such purposes. It should also be noted that holders of Depositary Interests may not have the
opportunity to exercise all of the rights and entitlements available to holders of Common Shares, including, for
example, the ability to vote on a show of hands. In relation to voting, it will be important for holders of Depositary
Interests to give prompt instructions to the Registrar or its nominated Custodian, in accordance with any voting
73

arrangements made available to them, to vote the underlying Common Shares on their behalf or, to the extent
possible, to take advantage of any arrangements enabling holders of Depositary Interests to vote such Common
Shares as a proxy of the Registrar or its nominated Custodian.
Depositary Services Agreement
The Depositary Services Agreement was entered into between the Company and the Depositary on 27 April 2015
and contains the following provisions:
1. Under the Depositary Services Agreement, the Company appoints the Depositary to constitute an issue from
time to time, upon the terms of the Deed Poll, a series of Depositary Interests representing Common Shares and to
provide certain other services (including depositary services, custody services and dividend services) in connection
with such Depositary Interests.
2. The Depositary agrees that it will comply with the terms of the Deed Poll and that it will perform its obligations
with reasonable skill and care. The Depositary assumes certain specific obligations, including, for example, to arrange
for the Depositary Interests to be admitted to CREST as participating securities and provide copies of, and access to,
the register of Depositary Interests.
3. The Company acknowledges that it shall be its responsibility and undertakes to advise the Depositary promptly
of any securities laws or other applicable laws, rules or regulations with which the Depositary must comply in
providing the services.
4. The Company agrees to provide such assistance, information and documentation to the Depositary as is
reasonably required by the Depositary for the purposes of performing its duties, responsibilities and obligations
under the Depositary Agreement.
5. The Depositary is to indemnify the Company and its officers and employees from and against any loss (excluding
indirect, consequential or special loss) which any of them may incur in any way as a result of or in connection with
the fraud, negligence or wilful default of the Depositary (or its officers, employees, agents or sub-contractors).
6. The appointment of the Depositary shall continue until terminated by either party on six months notice,
subject to an earlier termination in accordance with the terms of the Depositary Agreement. Should the Depositary
Agreement be terminated for any reason, other than arising from the Depositarys fraud, negligence, wilful default or
material breach of a term of the Depositary Agreement, the Company shall within 30 days of termination pay to the
Depositary the Depositarys reasonable costs and expenses of transferring the Depositary Interest register to its new
registrar. Either party may terminate the Depositary Agreement with immediate effect by notice in writing if the
other party: (i) shall be in persistent or material breach of any material term (of the Depositary Agreement) and such
breach is not remedied within 21 days of a request for such remedy; (ii) goes into insolvency or liquidation or
administration or a receiver is appointed over any part of its undertaking or assets, subject to certain provisos; or (iii)
shall cease to have the appropriate authorisations which permit it lawfully to perform its obligations under the
Depositary Agreement.
7. The Depositary will be entitled to employ agents for the purposes of carrying out certain of its obligations under
the Depositary Agreement which the Depositary reasonably considers to be of a specialist nature.
8. The Company is to pay to the Depositary an annual fee for the services. The Company shall pay a fixed fee for
the deposit, cancellation and transfer of the Depositary Interests and the compilation of the initial Depositary
Interests register. The Company shall in addition reimburse the Depositary within 30 days of the Depositarys invoice
for all network charges, CREST charges, money transmission and banking charges and other out-of-pocket expenses
incurred by it in connection with the provision of the services under the Depositary Agreement.
74

9. The Company will indemnify the Depositary from and against all loss suffered by the Depositary as a result of or
in connection with the performance of its obligations under the Depositary Agreement.
10. The aggregate liability of the Depositary to the Company over any 12-month period under the Depositary
Agreement will not exceed twice the amount of the Fees (as defined in the Depositary Agreement) payable in any
12-month period in respect of a single claim or in the aggregate.

75

PART 14
TAXATION
The following section is a summary guide only to certain aspects of tax in the UK, Republic of Seychelles and the PRC.
This is not a complete analysis of all the potential tax effects of acquiring, holding and disposing of Common Shares
in the Company, nor will it relate to the specific tax position of all Shareholders in all jurisdictions. This summary does
not purport to be a legal opinion. Shareholders are advised to consult their own tax advisers.
TAXATION IN THE UK
The following summary is intended as a general guide only and relates only to certain limited aspects of UK tax
consequences of holding and disposing of Common Shares in the Company. It is based on current UK tax law and the
current practice of HMRC, both of which are subject to change, possibly with retrospective effect.
Any person who is in any doubt as to his or her tax position, or who is resident or otherwise subject to taxation in a
jurisdiction outside the UK, should consult his or her tax advisers immediately.
Taxation of dividends
Any UK-resident and domiciled shareholder who receives a dividend paid by the Company will be liable to UK income
tax on the gross amount of any such dividend. Dividend income from the Company will be treated as forming the
highest part of a Shareholders income.
The income tax rates are 10%, 32.5% or 37.5% of the gross dividend received depending on the taxable income of
the individual. A deemed tax credit of 10% of the gross dividend is deemed to arise, the effect of which is to reduce
the effective tax rates to 0%, 25% and approximately 30.6% of the actual dividend received respectively. Individual
Shareholders will be able to claim credit for withholding tax suffered on dividends paid to them. However at present
commentaries indicate that no withholding tax is levied on any dividend payments from Seychelles tax resident
companies, but would suggest that local advice is sought.
UK-resident individuals who are not domiciled in the UK and pay tax on a remittance basis, will be taxed on dividends
paid by the Company, but only if they are remitted to the UK. A UK-tax resident corporate Shareholder of
non-redeemable Common Shares that receives a dividend paid by the Company will not be subject to tax in respect
of that dividend subject to certain exceptions.
Trustees of discretionary trusts receiving dividends from Common Shares are also liable to account for income tax at
the dividend trust rate, currently 30.6% of the net dividend UK pension funds and charities are generally exempt
from tax on dividends that they receive.
Anti-avoidance
A UK-resident corporate Shareholder who, together with connected or associated persons, controls the Company
should note the provisions of the Controlled Foreign Companies legislation in which income profits accruing to the
Company may be apportioned to the UK-resident corporate Shareholder and liable to UK corporation tax.
Taxation of chargeable gains
(a) A UK-resident and domiciled individual Shareholder who disposes (or is deemed to dispose) of all or any of the
Common Shares acquired by them may be liable to capital gains tax in relation thereto at rates up to 28%,
subject to any available exemptions or reliefs in accordance with Taxation of Chargeable Gains Act 1992 s.126 r.
In addition, an individual UK Shareholder who ceases to be resident in the UK for a period of less than five years
76

and who disposes of the Common Shares held prior to departure during that period of temporary
non-residence may, under anti-avoidance legislation, be liable to capital gains tax on his or her return to the UK.
(b) UK-resident individual Shareholders who are not domiciled in the UK and pay tax on a remittance basis, will be
taxed on any capital gains made by them on the disposal of Common Shares in the Company, but only if the
proceeds are remitted to the UK.
(c) Subject to exemptions, a UK-resident corporate Shareholder disposing of its Common Shares in the Company
may be liable to corporation tax on chargeable gains arising on the disposal at the corporation tax rate
applicable to its taxable profits (currently 20%).
In computing the chargeable gain liable to corporation tax, the corporate Shareholder is entitled to deduct from the
disposal proceeds the cost to it of the Common Shares together with incidental costs of acquisition, as increased by
an indexation allowance to adjust for inflation, and disposal costs.
The UK operates a substantial shareholding exemption regime which may apply to the disposal of Common Shares in
the Company subject to certain conditions being met.
Inheritance tax
Individuals and Trustees subject to inheritance tax in relation to a shareholding in the Company may be entitled to
business property relief of up to 100% after a holdings period of two years, providing that all the relevant conditions
for the relief are satisfied at the appropriate time.
Stamp Duty and Stamp Duty Reserve Tax
No UK stamp duty will be payable on the issue of the Common Shares. In practice, UK stamp duty should generally
not need to be paid on an instrument transferring Common Shares or Depository Interests, provided that such
transfer instruments are executed and retained outside of the UK. Whether or not an instrument is stamped,
however, will not affect the registration of the transfer in the Companys registers of Common Shares or Depository
Interests so long as that register is kept outside of the UK.
Stamp duty reserve tax will not be chargeable on the issue or transfer of the Common Shares provided the
Companys register of Commons Shares is kept outside the UK.
However, the Depository Interests representing the Common Shares for the purpose of dematerialised trading
through CREST are chargeable securities. On the basis that the Companys Common Shares will not be traded on a
recognised stock exchange, transfers of the Depository Interests traded on CREST will be chargeable to stamp duty
reserve tax.
Common Shares held in uncertificated form
Due to the restrictions of the CREST system, shares of companies incorporated outside the UK, such as the Company,
may not be settled directly on the CREST system. Accordingly, should Common Shares be held within the CREST
system in uncertificated form, they will be held in the form of Depositary Interests issued by the Depositary.
Agreements to transfer depositary interests in the Common Shares will be liable to SDRT at the rate of 0.5 per cent.
of the value of the consideration for the transfer. The charge is generally borne by the purchaser unless other
arrangements have been put in place.
TAXATION IN THE REPUBLIC OF SEYCHELLES (SEYCHELLES)
On the basis of existing legislation, the Company, as an international business company, is, not resident in the
77

Seychelles for tax purposes, and therefore not subject to any tax or duty on its income or profits accruing to or
deriving from such Company or in connection with any transaction to which the Company and/or any its Shareholder,
as the case may be, is a party, other than an annual license fee payable to Seychelles Financial Services Authority.
The Company also does not have access to Seychelles tax treaty network.
If a Shareholder is neither domiciled nor resident in the Seychelles, that Shareholder will not be subject to any
Seychelles income tax, capital gains or withholding tax, estate duly, inheritance, succession or gift tax, rate, duty, levy
or any other charges by reason of the ownership, transfer or redemption of any of the Common Shares.
The Company may receive certain income net of irrecoverable withholding or other taxes but the Company will seek
to pursue a trading policy which mitigates such liability so far as is reasonably practicable.
The foregoing summary does not address tax considerations that may be applicable to certain Shareholders under
the laws of jurisdictions other than Seychelles.
The Company has no present plans to apply for any certifications or registrations, or to take any other actions under
the laws of any jurisdictions, which would afford relief to local investors therein from the normal tax regime
otherwise applicable to an investment in Common Shares.
It is therefore the responsibility of all prospective investors to inform themselves as to any income or other tax
consequences arising in the jurisdictions in which they are resident or domiciled for tax purposes.
Prospective investors should note that fiscal law and practice might change. It is also the responsibility of all
prospective investors to inform themselves as to any foreign exchange or other fiscal or legal restrictions, which are
relevant to their particular circumstances in connection with the acquisition, holding or disposition of the Common
Shares.

78

PART 15
ADDITIONAL INFORMATION
1.

Responsibility

The Directors, whose names appear on page 36, and the Company accept responsibility for the information
contained in this document. To the best of the knowledge of the Directors and the Company (who have each taken
all reasonable care to ensure that such is the case), the information contained in this document is in accordance with
the facts and contains no omission likely to affect its import.
2.

The Company and its Subsidiaries

2.1 The Company was incorporated and registered in the Republic of Seychelles on 6 May 2014, under the Act, as
an international business company with the name CIC Gold Group Limited. The Companys registered number is
145872. The principal legislation under which the Company operates is the Act and the regulations made
thereunder.
2.2 The principal purpose of the Company is to act as an acquisition vehicle, operating primarily in the gold mining
sector.
2.3 The Companys registered office is at 2nd Floor, Eden Plaza, Eden Island PO Box 1352, Mahe, Seychelles and the
telephone number is +248 429 5281. The principal place of business of the Company is located at 23 Hanover
Square, London W1S 1JB and the telephone number is +44 (0)20 3705 8436.
2.4 The liability of the Companys members is limited.
2.5 The financial year of the Company is from 1 January to 31 December.
2.6 The Company has two subsidiaries:

3.

2.6.1

CIC Gold Group Limited, a company wholly owned by the Company incorporated in Hong Kong on 7
October 2014 with company number 2152790; and

2.6.2

Top Ten, incorporated in China on 20 February 2004 with company number 110114006467867, all of
the beneficial interest in the shares of which were transferred to the Company on 2 April 2015.

Share Capital

3.1 On incorporation, the Company had an authorised and issued share capital of 1 Common Share of par value
US$1.
3.2 On 30 October 2014, the Company:
3.2.1 converted its share capital from par value to no par value shares;
3.2.2 changed the denomination of its share capital from US$ to British pound sterling ();
3.2.3 further increased its authorised capital from US$50,000 to 900,000,000 Common Shares of no par value;
3.2.4 converted its previously issued Common Share of par US$1 to 1 Common Share of no par value; and
79

3.2.5 issued to CIC Fund 2,250,881 Common Shares of no par value

3.3. On 13 January 2015, the Company issued a further 3,029,118 Common Shares to CIC Fund for nominal
consideration, bringing the total number of shares held by CIC Fund to 5,280,000.
3.4 On 13 January 2015, the Company issued 66,560,000 Common Shares to Shareholders other than Directors, and
3,000,000 Common Shares to EDC International Holdings Ltd (a company owned by Dr Geoffrey P. Cowley) for
nominal consideration.
3.5. On 13 January 2015, the Company issued to CIC Fund 28,750,000 Common Shares at the Conversion Price on
the conversion of the Convertible Loans.
3.6 On 22 April 2015, the Company granted Dell Balfour the Balfour Warrants and Jarada the Jarada Warrants. Each
Warrant entitles the holder thereof to subscribe for one Common Share at the price of 30 pence, exercisable by 31
December 2016.
3.7 On 22 April 2015, the Company granted CIC Fund the Convertible Loan Warrants.
3.8 As at the date of this document, the issued share capital of the Company consists of 103,590,000 Common
Shares (all of which are fully paid).
3.9 The Company has agreed to grant the VSA Warrants on Admission.
3.10 Save as set out in this document the Company has not granted any options, convertible securities or
agreements pursuant to which the Company is bound to issue Common Shares
4.

Memorandum and Articles of Association

The Memorandum and Articles, which were adopted by written resolution of the Board on 22 April 2015 contain,
inter alia, provisions to the following effect:
4.1

Voting Rights
(i)

Subject to any special rights or restrictions as to voting attached to any Common Shares by or in
accordance with the Articles, every motion put to a vote at a meeting of Shareholders will be decided on a
show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is
directed by the chair or demanded by at least one Shareholder entitled to vote who is present in person or
by proxy.

(ii)

on a vote by show of hands, every person present who is a Shareholder or proxy holder and entitled to
vote on the matter has one vote; and

(iii) on a poll, every Shareholder entitled to vote on the matter has such number of votes attached to each share
being voted as set out in the Memorandum of Association of the Company in respect of each share entitled to be
voted on the matter and held by that Shareholder and may exercise that vote either in person or by proxy.
4.2

Restrictions on Voting
(i)

Votes by Joint Holders

If there are joint Shareholders registered in respect of any Common Share:

80

(a) any one of the joint Shareholders may vote at any meeting, either personally or by proxy, in respect of the
Common Share as if that joint Shareholder were solely entitled to it; or
(b) if more than one of the joint Shareholders is present at any meeting, personally or by proxy, and more than
one of them votes in respect of that Common Share, then only the vote of the joint Shareholder present
whose name stands first on the register of members in respect of the Common Share will be counted.
4.3

Major Shareholders
(i) Nothing in the Articles confers on major shareholders in the Company any voting rights, which are different
to those conferred on the holders of Common Shares as described in paragraph 4.1 above.
Pursuant to Rule 5 of the Disclosure and Transparency Rules, holders of three per cent. or more of the voting
rights of the Companys share capital are required to notify their interest in writing to the Company.

4.4

Transfer of Shares
(ii)

Title to, and interest in, shares may be transferred by a written instrument of transfer in accordance
with statutory regulations from time to time made under the International Business Companies Act
1994 Act.

Transfer of shares may be effected by transfer in writing in any usual or common form or in any other form
acceptable to the directors. The instrument of transfer shall be signed by or on behalf of the transferor and (in the
case of a partly paid share) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of
the share until the name of the transferee is entered on the register of members in respect thereof.
All transfers of shares must be effected by an instrument of transfer in writing in any usual form or in any other form
approved by the Board. The instrument of transfer shall be executed by or on behalf of the transferor and shall
contain the name and address of the transferee.
The Board may refuse to register any transfer of shares:
(a) which are not fully paid or on;
(b) which the Company has a lien provided that such refusal would not disturb the market are held in those
shares;
(c) in certificated form, unless the instrument of transfer, where relevant, is lodged/deposited at the registered
office or at such other place as the Directors may appoint and is, accompanied by the certificates for the
shares to which it relates and such other evidence as the Directors may reasonably require to show the right
of the transferor to make the transfer;
(d) in respect of one class of shares only;
(e) if the transfer is in favour of more than four transferees; and
(f) which are held un uncertified form, in the circumstances set out in the Regulations.
If the Board refuses to register a transfer it must, within two months after the date on which the transfer was lodged
with the Company, send notice of the refusal to the transferor and the transferee.
The Common Shares now in issue are in registered form. Title to the Common Shares in issue or to be issued may be
81

transferred by means of a relevant system such as CREST.

There are no other restrictions on the transfer of shares and no pre-emption rights on transfer in respect of them.
4.5

Requirement to disclose interests in shares

(i) The Company may give a disclosure notice to any person whom the Company knows or has reasonable cause to
believe:
(a) to be interested in the Companys shares, or
(b) to have been so interested at any time during the three years immediately preceding the date on which the
disclosure notice is issued.
(ii) The disclosure notice may require the person:
(a) to confirm that fact or (as the case may be) to state whether or not it is the case, and
(b) if he holds, or has during the that time held, any such interest, to give such further information as may be
required in accordance with the provisions of the Articles.
If a Shareholder, or any other person appearing to be interested in shares held by that Shareholder, has been served
with a disclosure notice pursuant to the Articles of Association and, in respect of that share (a default share), has
been in default for the relevant period in supplying to the Company the information required by the disclosure notice,
the restrictions referred to below shall apply:
(c) if the default shares in which any one person is interested or appears to the Company to be interested
represent less than 0.25 per cent. of the issued shares of the class concerned, the holders of the default
shares shall not be entitled, in respect of those shares, to attend or to vote, either personally or by proxy, at
any general meeting or at any separate general meeting of the holders of any class of shares in the Company,
or to exercise any other right conferred by membership in relation to meetings of the Company; or
(d) if the default shares in which any one person is interested or appears to the Company to be interested
represent at least 0.25 per cent. of the issued shares of the class, the holders of the default shares shall not
be entitled, in respect of those shares:
(i)

to attend or to vote, either personally or by proxy, at any general meeting or at any separate general
meeting of the holders of any class of shares in the Company, or to exercise any other right conferred
by membership in relation to meetings of the Company; or

(ii)

to receive any payment by way of dividend and no share shall be allotted to the holders in lieu of
payment of a dividend; or

(iii)

(subject to the laws of the Republic of the Seychelles) to transfer or agree to transfer any of those
shares or any rights in them.

Those restrictions shall continue until:

(e) the date seven days after the date on which the board is satisfied that the default is remedied; or
(f) the Company is notified that the default shares are the subject of an exempt transfer; or
82

(g)
4.6

the board decides to waive those restrictions, in whole or in part.

Dividends

(i)

Subject to the provisions of the Act and of the Articles and to any special rights attaching to any shares,
the Directors of the Company may from time to time declare and authorize payment of such dividends
as they may deem advisable.

(ii)

Any decision to declare and pay dividends will be made at the discretion of the Board and will depend
on, among other things, the Companys results of operations, financial condition, solvency and
distributable reserves tests imposed by corporate law and such other factors that the Board may
consider relevant.

(iii)

The Directors need not give notice to any Shareholder of any declaration of Dividends under the
Articles.

(iv)

Subject to the Articles, the Directors may set a date as the record date for the purpose of determining
Shareholders entitled to receive payment of a dividend.

(v)

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the
distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the
Company, or in any one or more of those ways.

(vi)

If any difficulty arises in regard to a distribution under the Articles, the Directors may settle the difficulty
as they deem advisable, and, in particular, may:
(a) set the value for distribution of specific assets;
(b) determine that cash payments in substitution for all or any part of the specific assets to which any
Shareholders are entitled may be made to any Shareholders on the basis of the value so fixed in order
to adjust the rights of all parties;
(c) vest any such specific assets in trustees for the persons entitled to the dividend; and
(d) any dividend may be made payable on such date as is fixed by the Directors.

(vii)

All dividends on shares of any class or series of shares must be declared and paid according to the
number of such shares held.

(viii)

If several persons are joint Shareholders of any share, any one of them may give an effective receipt for
any dividend, bonus or other money payable in respect of the share.

(ix)

If a dividend to which a Shareholder is entitled includes a fraction of the smallest monetary unit of the
currency of the dividend, that fraction may be disregarded in making payment of the dividend and that
payment represents full payment of the dividend.

(x)

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made
payable to the order of the person to whom it is sent, and mailed to the address of the Shareholder, or
in the case of joint Shareholders, to the address of the joint Shareholder who is first named on the
register of members, or to the person and to the address the Shareholder or joint Shareholders may
direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque
(plus the amount of the tax required by law to be deducted), discharge all liability for the dividend
83

unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the
appropriate taxing authority.
(xi)

4.7

Notwithstanding anything contained in the Articles, the Directors may from time to time capitalize any
surplus of the Company and may, from time to time issue, as fully paid, shares or any bonds,
debentures or other securities of the Company as a dividend representing the surplus or any part of the
surplus.
General meetings

The Company shall in each calendar year hold a general meeting as its annual general meeting in addition to any
other meetings in that year and such annual general meeting shall be held at such time (consistent with the terms of
the Act and the Articles of the Company) and place as may be determined by the Directors.
The Directors may, whenever they think fit, and shall, on requisition in accordance with the Act and the Articles of
the Company, proceed to convene a general meeting.
An annual general meeting and each other general meeting of the Company (extraordinary general meeting) shall
be called by notice (in the manner provided in the Articles, or in such other manner, if any, as may be prescribed by
Ordinary Resolution (whether previous notice of the resolution has been given or not)) of at least such length as is
required in the Articles. The Company may give such notice by any means or combination of means permitted by
law.
Every notice of a general meeting must be in writing and specify the date, location and the time of meeting, the
general nature of the business to be dealt with and, in the case of an annual general meeting to consider special
business, must state the general nature of the special business, and if the special business includes considering,
approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document,
have attached to it a copy of the document or state that a copy of the document will be available for inspection by
Shareholders (a) at the Companys records office in the Seychelles, or at such other reasonably accessible location in
the United Kingdom as is specified in the notice; or (b) during statutory business hours on any one or more specified
days before the day set for the holding of the meeting is an annual general meeting.
Notices shall be given those persons required to be given notice in accordance with the Articles.
In every notice calling an annual general meeting or extraordinary general meeting of the Company there shall
appear with reasonable prominence a statement that a Shareholder entitled to attend and vote is entitled to appoint
one or more proxies to attend and vote instead of him and that a proxy need not also be a Shareholder.
4.8

Redemption

The Common Shares are not redeemable.

4.9

Changes in share capital

(i)

The Company may by Special Resolution alter its share capital in accordance with the provisions of the
Act and its Memorandum and Articles of Association.

(ii)

Whenever as a result of any consolidation of shares any Shareholders would become entitled to
fractions of a share, the Board may deal with the fractions as it thinks fit and, in particular, may in their
absolute discretion, on behalf of those Shareholders, sell the shares representing the fractions for the
best price reasonably obtainable to any person (including, subject to the provisions of the Act, the
Company) and distribute the net proceeds of sale in due proportion among the Shareholders who
84

would have been entitled to the fractions of shares. In that regard, the Directors have, pursuant to the
Articles, been granted an irrevocable power of attorney to do all such acts and to agree and execute all
such agreements, documents and instruments of transfer in order to effect such transfer to any
purchaser or as any purchaser directs and, in the alternative, the Directors may authorise a person to
execute an instrument of transfer of the shares to, or in accordance with the directions of, any
purchaser.
4.10

Variation of rights

Subject to the provisions of the Act and of the Articles, the special rights attached to any class of share in the
Company may, by Special Resolution, be varied or abrogated.
4.11

Constitution of board of directors

Subject to the Articles, the directors shall be the number of Directors set by Ordinary Resolution (whether or not
previous notice of the resolution was given) subject to places of retiring directors not being filled.
4.12

Permitted interests of directors

(i)

A Director who holds a disclosable interest in a contract or transaction into which the Company has
entered or proposes to enter is not entitled to vote on any Directors resolution to approve that contract
or transaction, unless all the Directors have a disclosable interest in that contract or transaction, in
which case any or all of those Directors may vote on such resolution.

(ii)

A Director who holds a disclosable interest in a contract or transaction into which the Company has
entered or proposes to enter and who is present at the meeting of Directors at which the contract or
transaction is considered for approval may be counted in the quorum at the meeting whether or not the
Director votes on any or all of the resolutions considered at the meeting.

(iii)

A Director or senior officer who holds any office or possesses any property, right or interest that could
result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that
individuals duty or interest as a Director or senior officer, must disclose the nature and extent of the
conflict.

(iv)

Subject to the provisions of the Act, a director is not disqualified by his office from contracting with the
Company in any manner, nor is any contract in which he is interested liable to be avoided, and any
director who is so interested is not liable to account to the Company for any profit realised by the
contract, by reason of the director holding that office or of the fiduciary relationship thereby
established.

(v)

A director may hold any other office or place of profit with the Company (except that of auditor) in
conjunction with his office of director and may act in a professional capacity for the Company (other
than as auditor) on such terms as to tenure of office, remuneration or otherwise as the directors may
determine. A director may also hold office as a director or other officer or be otherwise interested in
any other company of which the Company is a member or in which the Company is otherwise interested
and shall not be liable to account to the Company for any remuneration or other benefits received by
him from that company.

4.13
(i)

Restrictions on voting by directors

A Director who holds a disclosable interest in a contract or transaction into which the Company has entered
or proposes to enter is not entitled to vote on any Directors resolution to approve that contract or
85

transaction, unless all the Directors have a disclosable interest in that contract or transaction, in which case
any or all of those Directors may vote on such resolution.
(ii) A Director who holds a disclosable interest in a contract or transaction into which the Company has entered
or proposes to enter and who is present at the meeting of Directors at which the contract or transaction is
considered for approval may be counted in the quorum at the meeting whether or not the Director votes on
any or all of the resolutions considered at the meeting.
4.14
(i)

Appointment and retirement of directors

Each Director may be elected for a term of office of one or more years of office as may be specified by
Ordinary Resolution at the time he is elected. In the absence of any such Ordinary Resolution, a Directors
term of office shall be one year of office. No Director shall be elected for a term of office exceeding five
years of office. The Shareholders may, by Special Resolution, vary the term of office of any Director.

(ii) A Director elected or appointed to fill a vacancy shall be elected or appointed for a term expiring
immediately before the election of Directors at the annual general meeting of the Company when the term
of the Director whose position he is filling would expire.
(iii) A Director ceases to be a Director when:
(a) the term of office of the Director expires;
(b) the Director dies;
(c) the Director resigns as a Director by notice in writing provided to the Company or a lawyer for the
Company; or
(d) the Director is removed from office pursuant to the Articles.
(vi) The Company may remove any Director before the expiration of his or her term of office by Special
Resolution. In that event, the Shareholders may elect, or appoint by Ordinary Resolution, a Director to fill
the resulting vacancy. If the Shareholders do not elect or appoint a Director to fill the resulting vacancy
contemporaneously with the removal, then the Directors may appoint or the Shareholders may elect, or
appoint by Ordinary Resolution, a Director to fill that vacancy.
(v) At each annual general meeting of the Company all the Directors whose term of office expires at such annual
general meeting shall cease to hold office immediately before the election of Directors at such annual
general meeting and the Shareholders entitled to vote thereat shall elect to the Board of Directors. A retiring
Director shall be eligible for re-election;
(vi) Each Director may be elected for a term of office of one or more years of office as may be specified by
Ordinary Resolution at the time he is elected. In the absence of any such Ordinary Resolution, a Directors
term of office shall be one year. No Director shall be elected for a term of office exceeding five years. The
Shareholders may, by Special Resolution, vary the term of office of any Director; and
(vii) A Director elected or appointed to fill a vacancy shall be elected or appointed for a term expiring
immediately before the election of Directors at the annual general meeting of the Company when the term
of the Director whose position he is filling would expire.
4.15

Remuneration of directors
86

The Directors (other than those holding executive office in the Company or any subsidiary of the Company) shall be
entitled to remuneration for their services as Directors in such amount as the Directors may determine, not
exceeding in aggregate of 150,000 UK pounds per annum (or such higher amount as may from time to time be
determined by the Company by Ordinary Resolution) and such remuneration shall be apportioned amongst them as
the Directors may determine.
4.16
(i)

Proceedings of Directors
The Directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings
as they think fit, and meetings of the Directors held at regular intervals may be held at the place, at the time
and on the notice, if any, as the Directors may from time to time determine.

(ii) Questions arising at any meeting of Directors are to be decided by a majority of votes and, in the case of an
equality of votes, the chair of the meeting does not have a second or casting vote.
(iii) A Director may, and the secretary or an assistant secretary of the Company, if any, on the request of a
Director must, call a meeting of the Directors at any time.
(iv) Other than for meetings held at regular intervals as determined by the Directors pursuant to the Articles,
reasonable notice of each meeting of the Directors, specifying the place, day and time of that meeting must
be given to each of the Directors and the alternate Directors by any method set out in the Articles or orally
or by telephone.
(v) A director shall be given not less than two (2) days notice of meetings of the Board, but a meeting of the
Board held without two (2) days notice having been given to all directors shall be valid if all the directors
entitled to vote at the meeting who do not attend, waive notice of the meeting; and for this purpose, the
presence of a director at the meeting shall be deemed to constitute waiver on his part. The inadvertent
failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does
not invalidate the meeting.
(vi) The quorum necessary for the transaction of the business of the Directors may be set by resolution of the
Directors and, if not so set, is deemed to be set at two Directors, or, if the number of Directors is set at one,
is deemed to be set at one Director, and that Director may constitute a meeting.
4.17
(i)

Borrowing powers
The Company, if authorized by the Directors, may:
(a) borrow money in the manner and amount, on the security, from the sources and on the terms and
conditions that they consider appropriate;
(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or
obligation of the Company or any other person and at such discounts or premiums and on such other
terms as they consider appropriate;
(c) guarantee the repayment of money by any other person or the performance of any obligation of any
other person; and
(d) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other
security on, the whole or any part of the present and future assets and undertaking of the Company.

4.18

Distribution of Assets on a Winding up

87

In the event of the liquidation, dissolution or winding up of the Company, or of any distribution of the property and
assets of the Company among its Members for the purpose of winding up its affairs, whether voluntary or
involuntary, the holders of the Common Shares shall be entitled to receive, on a pro rata basis, the remaining
property and assets of the Company.
4.19

Indemnification

The Company must indemnify a Director, former Director or alternate Director of the Company and his or her heirs
and legal personal representatives against all eligible penalties to which such person is or may be liable, and the
Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably
incurred by such person in respect of that proceeding. Each Director and alternate Director is deemed to have
contracted with the Company on the terms of the indemnity contained in the Articles.
4.20

Amendment of Memorandum and Articles of Association

Subject to the Act, the Company may by a Special Resolution authorize an alteration of its Memorandum and Articles
of Association.
4.21

Compulsory Acquisitions/ Mandatory Bids

The City Code does not apply to the Company and there is no equivalent protection under the laws of the Republic of
the Seychelles. The Company has adopted code equivalent provisions in its Articles, details of which are set out
below.
In this paragraph, capitalised terms shall, save as defined herein, have the meaning set out in the City Code.
Subject to Admission occurring and for as long as the City Code does not apply to the Company and transactions in
securities of the Company, a person must not acquire interests in securities of the Company unless the acquisition is
a Permitted Acquisition. A Permitted Acquisition means an acquisition of interests in securities in the Company (a) to
which the Board has given its written consent; or (b) which is made in accordance with the applicable provisions of
the City Code as if it applied to the Company.
Without limiting the provisions of the Articles, for as long as the City Code does not apply to the Company and
transactions in securities of the Company, a person must not:
(a) subject to paragraph (b) below, whether by himself, or with persons determined by the Board to be acting in
concert with him, acquire interests in securities of the Company which, taken together with any other
interests in securities of the Company held or acquired by persons determined by the Board to be acting in
concert with him, carry 30 per cent. or more of the voting rights attributable to securities of the Company;
or
(b) whilst he, together with persons determined by the Board to be acting in concert with him, holds not less
than 30 per cent. but not more than 50 per cent. of the voting rights attributable to securities of the
Company, acquire, whether by himself or with persons determined by the Board to be acting in concert with
him, additional interests in securities of the Company which, taken together with any other interests in
securities of the Company held by persons determined by the Board to be acting in concert with him,
increases his voting rights attributable to securities of the Company, unless the acquisition is a Permitted
Acquisition.
Where a person acquires interests in securities of the Company or voting rights over such securities in breach of the
Articles, that person is in breach of the Articles and the Board may, among other things, require any member to
88

provide such information as the Board considers appropriate to determine any of the matters under the Articles:
(a) have regard to such public filings and other information as it considers appropriate to determine any of the
matters under the Articles;
(b) make such determinations under the Articles as it thinks fit, either after calling for submissions from affected
members or other persons or without calling for such submissions;
(c) determine that any voting, conversion, redemption or other rights attached to securities of the Company
held by such person(s) as the Board may determine to be held in breach of the Articles ("Excess Securities")
are from a particular time incapable of being exercised for a definite or indefinite period;
(d) determine that some or all of the Excess Securities must be sold;
(e) determine that some or all of the Excess Securities will not carry any right to dividends or other distributions
from a particular time for a definite or indefinite period; and
(f) take such other action as it thinks fit for the purposes of the Articles, including:
(i)

prescribing rules (not inconsistent with the Articles and the provisions of the City Code as if it applied
to the Company and transactions in securities of the Company);

(ii)

setting deadlines for the provision of information;

(iii)

drawing adverse inferences where information requested is not provided;

(iv)

making determinations or interim determinations;

(v)

executing documents on behalf of a Shareholder;

(vi)

converting any Excess Securities held in uncertificated form into certificated form;

(vii)

paying any costs and expenses out of the proceeds of the sale of securities; and

(viii) changing decisions or determinations or rulings previously made.

The Board shall have full authority to determine the application of the Articles of Association, including all discretion
vested in the UK Panel as if the City Code applied to the Company, including the determination of conditions and
consents, the consideration to be offered and any restrictions on the exercise of control. Any resolution or
determination of, or decision or exercise of discretion or power by, the Board or any Director or the chairman of any
meeting acting in good faith under or pursuant to the provisions of the Articles of Association shall be final and
conclusive and anything done by, or on behalf of, or on the authority of, the Board or any Director acting in good
faith pursuant to the provisions of the Articles shall be conclusive and binding on all persons concerned and shall not
be open to challenge, whether as to validly or otherwise, on any ground whatsoever. The Board shall not be required
to give any reasons for any decision, determination or declaration taken or made in accordance with the Articles.
Any one or more of the Directors may act as attorney(s) of any Shareholder in relation to the execution of documents
and other actions to be taken for the sale of Excess Securities determined by the Board under the Articles such
power of attorney being deemed to be granted in favour of the Directors under the laws of the Republic of the
Seychelles, such power of attorney to come into effect on the date that the Company determines that some or all of
the Excess Securities must be sold under the Articles.
In the event that the Board recommends to Shareholders any offer made for any securities of the Company from
89

time to time, the Board shall obtain the undertaking of the offeror(s) to comply mutatis mutandis with the provisions
of the City Code in the conduct and the execution of such offer.
If a person (the Offeror) makes an offer (including any offer made pursuant to the Articles) to acquire all the
securities of the Company (other than securities which at the date of the offer are already held by the Offeror (or
persons acting in concert with him as such term is defined in the Articles), being an offer on terms which are the
same in relation to all the securities to which the offer relates and, as a result of making that offer, the Offeror has by
virtue of acceptances of the offer acquired or contracted to acquire not less than nine-tenths in value of the
securities to which the offer relates, the Offeror may by written notice to the Company require the Company as
agent for the Offeror to serve notices (each a Compulsory Purchase Notice) on the holders of securities to which
the offer relates who have not accepted such offer (the Minority Members) requiring them to sell such shares at
the same price per security offered to any person identified by the Offeror. The Company shall serve the Compulsory
Purchase Notices forthwith and for 28 days from the service of the Compulsory Purchase Notices the Minority
Members shall not be entitled to transfer their securities to anyone except the Offeror (or any other person
identified by the Offeror).
The Offeror shall complete the purchase of all securities in respect of which a Compulsory Purchase Notice has been
given at the same time and no later than 21 days from the date of the serving of such Compulsory Purchase Notices.
The consideration shall be payable in cash by telegraphic transfer to the account nominated by the Minority Member
or by cheque sent to the Minority Members address as set out in the Register of Members in full without any set off.
The Directors shall not register any transfer to the Offeror and the Offeror shall not be entitled to exercise or direct
the service of any rights in respect of any shares to be transferred to the Offeror until in each case the Offeror has
fulfilled all his obligations pursuant to the Articles.
If in any case a Minority Member, on the expiration of 28 days from the service of the Compulsory Purchase Notice,
shall not have transferred his securities to the person identified by the Offeror, the Directors may authorise some
person to execute and deliver on his behalf any necessary transfer in favour of the Offeror or the person identified by
the Offeror and provided the Company has received the purchase money in respect of such shares, the Directors
shall thereupon (subject to the transfer being duly stamped) cause the name of the Offeror (or the person identified
by the Offeror) to be entered into the register of members as the holder of the relevant securities. The Company
shall hold the purchase money in trust for the Minority Member but shall not be bound to earn or pay interest
thereon. The receipt by the Company of the purchase money shall be a good receipt for the price for the relevant
securities but the Offeror shall not be discharged from procuring that the Company applies the money in payment to
the Minority Member which shall be made against delivery by the Minority Member of the certificate in respect of
the relevant shares or an indemnity in respect of the same. After the name of the Offeror (or the person identified by
the Offeror) has been entered in the register of members in purported exercise of any aforesaid powers the validity
of the proceedings shall not be questioned by any person.
4.22

Squeeze-out and Sell-out Rules relating to the Common Shares

The Squeeze-out and Sell-out provisions of the Companies Act 2006 of the UK do not apply to the Company and
there is no equivalent protection under the laws of the Republic of the Seychelles. The Company has adopted
Squeeze-out and Sell-out equivalent provisions in its Articles, details of which are set out below.
Squeeze-out
In accordance with the provisions of the Articles, if an Offeror were to acquire 90 per cent. or more of the issued
share capital of a company within the period specified by the Articles, it could then compulsorily acquire the
remaining share capital. It would do so by sending a notice to the relevant shareholders telling them that it will
compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in
its favour and pay the consideration to the company, which would hold such consideration on trust for such
shareholders.
90

The consideration offered to the shareholders whose securities are compulsorily acquired under these provisions
must, in general, be the same as the consideration that was available under the relevant takeover offer, unless it can
be shown that the offer value is unfair.
Sell-out
The Articles also give minority Shareholders a right to be bought out in certain circumstances by an Offeror who has
made a takeover offer. If a takeover offer relates to all the shares, or a class of shares in issue and at any time before
the end of the period within which the offer could be accepted the Offeror holds or has agreed to acquire not less
than 90 per cent. of such shares, any holder of shares to which such offer relates who has not accepted the offer can
by written communication to the Offeror require it to acquire those shares. The Offeror would be required to give
any such holder notice of his right to be bought out within one month of that right arising. If a holder exercises its
right to be bought out, the Offeror is bound to acquire the relevant shares.
The Company has not been the subject of any public takeover bid by third parties during the last financial year, no
any such bids following the end of the last financial year.
5.

Directors Interests

5.1 The interests of each of the Directors (all of which are beneficial unless otherwise stated) in the issued share
capital of the Company on 17 June 2015 being the latest practical date prior to publication of this document or
which are interests of a person connected with a Director (within the meaning of sections 252 to 254 of the
Companies Act 2006) and the existence of which is known or could, with reasonable diligence, be ascertained
by a Director and as they are expected to be immediately following Admission are as follows:
Name

Number of Common Shares

held

Percentage of Common
Shares

Nil

0.00

21,480
3,072,823
289,983
Nil

0.02
2.97
0.28
0.00

Michael M. Smith
Li Jinliang (David)
Dr. Geoffrey P. Cowley (1)
Luke Webster
HE Barsbold Ulambayar

Note 1. Dr. Geoffrey P. Cowleys holding is through EDC International Holdings Ltd, a company wholly owned by him.
5.2 Save as disclosed in paragraphs 3.3 and 5.1 of this Part 15 as at the date of this document none of the Directors
(nor any person connected with them within the meaning of sections 252 to 254 of the Companies Act 2006)
had or will have any interest, beneficial or otherwise, in any share or loan capital of the Company or any of its
subsidiaries.
5.3 There are no loans or guarantees provided by any member of the Company for the benefit of any of the
Directors nor are there any loans or guarantees provided by any of the Directors to any member of the
Company for the benefit of the any member of Group.
5.4 As at the date of this document, no Director holds options to subscribe for Common Shares.
5.5 Save as disclosed in this document, no Director has or has had any interest in any transaction which is or was
unusual in its nature or conditions or significant to the business of the Group and which was effected by the
Company since its incorporation.
91

6.

Directors service contracts, remuneration and benefits in kind

6.1 Michael M. Smith is Non-Executive Chairman of the Company. The details of his letter of appointment with the
Company are set out in paragraph 12.6.1 of this Part 15.
6.2 Dr. Geoffrey P. Cowley is the Chief Executive Officer and an executive director of the Company. His services are
provided via a service company, EDC Holdings Limited (EDC) under a Consultancy Agreement dated 10
October 2014 between the Company (1) and EDC (2) details of which are set out in paragraph 12.6.2 of this Part
15.
6.3 Li Jinliang is the Chief Financial Officer and an executive director of the Company. The details of his service
agreement with the Company are set out in paragraph 12.6.3 of this Part 15.
6.4 He Barsbold Ulambayar and Luke Webster are Non-Executive Directors of the Company. The details of their
respective letters of appointment with the Company are set out in paragraphs 12.6.4 and 12.6.5 of this Part 15.
6.5 The aggregate remuneration paid and benefits in kind granted to the Directors for the last financial period
amount to 12,000. The aggregate remuneration and benefits in kind granted to the Directors (including the
payments to be made to EDC under the Consultancy Agreement) in respect of the financial year ending 31
December 2015 under the arrangements in force as at the date of this document is expected to be
approximately 217,500, excluding any discretionary bonus payments and the issue of 3,000,000 Common
Shares to EDC pursuant to the Consultancy Agreement.
7.

Additional information on the Directors

In addition to their directorship of the Company, the Directors hold or have held the following directorships or have
been partners in the following partnerships within the five years prior to the date of this document
Director
Michael M. Smith

Dr. Geoffrey P. Cowley

HE Barsbold Ulambayar
Li Jinliang

Luke Webster

Current Directorships
FairCourt Capital Limited
European Technologies International Limited
TAM Resources Limited (Nevis & St Kitts)
TAM Mining Limited (Zambia)
East Africa Oil Exploration Limited
Bryth Limited
Natural Resource Advisors Limited
Trident Commercial Capital Limited
Tema Corporate Finance Consulting Limited
Energy Mining Advisory Partnership Ltd.
Blackmont Gold Ltd
EDC Holdings Ltd
PF Mining Ltd

Credit Mongol Non Bank Financial Institution

CIC Gold Limited (Hong Kong)
CIC Capital Ltd. (Seychelles)
Top Ten Services Company
Beaufort Securities Limited
Beaufort Asset Clearing Services Limited
Green Biofuels Limited
CIC Capital Ltd. (Seychelles)
92

Past Directorships
Anglo-African Minerals Plc

Strikeforce Mining and Resources Ltd.

JJG (Caspet) Gold Ltd.
Batu Mining Ltd.
White Tiger Gold Ltd
MMC s.a.r Inc
RAM Resources Ltd
IMIC plc
Lydian International Ltd.
White Tiger Gold Management Group Ltd.
Kinross Russia Ltd.
Venturepharm Laboratories Limited

Coerver Coaching UK Limited

Driller Limited
Gowin New Energy Group Limited
Promocloud Limited

Green China Investments Limited

Maxfield International Enterprise Company
Limited

7.2 Save as set out above, the Directors hold or have held no other directorships or been partners in any
partnership within the five years preceding the date of this document.
7.3 None of the Directors has:
7.3.1 any unspent convictions in relation to indictable offences;
7.3.2 had any bankruptcy order made against him or entered into any voluntary arrangements;
7.3.3 in the last 5 years been a director of a Company which has been placed in receivership, compulsory
liquidation, administration, been subject to a voluntary arrangement or any composition or arrangement
with its creditors generally or any class of its creditors whilst he was a director of that Company or within
the 12 months after he ceased to be a director of that Company;
7.3.4 in the last 5 years been a partner in any partnership which has been placed in compulsory liquidation,
administration or been the subject of a partnership voluntary arrangement whilst he was a partner in
that partnership or within the 12 months after he ceased to be a partner in that partnership;
7.3.5 in the last 5 years been the owner of any assets of a partner in any partnership which has been placed in
receivership whilst he was a partner in that partnership or within the 12 months after he ceased to be a
partner in that partnership;
7.3.6 had any convictions for fraudulent offences;
7.3.7 been publicly criticised by any statutory or regulatory authority (including recognised professional
bodies); or
7.3.8 been disqualified by a court from acting as a director of any Company or from acting in the management
or conduct of the affairs of a Company.
7.4 None of the Directors (nor any member of any of the Directors families) has a related financial product (as
defined in the Listing Rules) referenced to the Common Shares.
8.

Substantial Shareholdings and Warrant Holders

8.1 As at 17 June 2015 (the latest practicable date prior to the publication of this document), and as expected to be
the case at Admission, the Directors were aware that the following persons were, or are likely to be, interested,
directly or indirectly, in 3 per cent. or more of the issued share capital of the Company as at that date:
Name
CIC Capital Ltd.
Beaufort Nominees Limited
Dell Balfour
M A Brockhurst (Trustee)
Peel Hunt Holdings Limited
CIC Capital Fund Ltd. (Canada)
Canaccord Nominees Ltd Canada

Number of Common
Shares held
35,840,000
19,838,295
8,222,300
7,500,000
5,646,233
5,280,000
4,019,679

Percentage of Common
Shares
34.60
19.15
7.94
7.24
5.45
5.10
3.88

8.2 As at 17 June 2015 (the latest practicable date prior to the publication of this document), and as expected to be
the case at Admission the following warrants were issued.
93

Name
CIC Fund
Dell Balfour
VSA
Jarada

Number of warrants held

28,750,000
3,220,000
2,761,200
2,500,000

8.3 Save as disclosed in paragraphs 5.1, 8.1 and 8.2 of this Part 15, the Directors are not aware of any person who
was at 17 June 2015 (the latest practicable date prior to the publication of this document) interested, directly or
indirectly, or who will, on Admission have an interest, directly or indirectly, in 3 per cent. or more of the issued
share capital of the Company.
8.4 None of these substantial Shareholders have voting rights different from any other Shareholders, save for the
voting undertakings given by CICC and CIC Fund as described in more detail in paragraph 12.4 of this Part 15.
8.5 Save as disclosed in paragraphs 8.1 and 8.2 of this Part 15, the Company is not aware of any person who
exercises or could exercise, directly or indirectly, jointly or severally, control over the Company.
9.

Related Party Transactions

9.1 The Convertible Loan Agreement between the Company and CIC Fund, further details of which are set out in
paragraph 12.9 below. CIC Fund is a related party by virtue of being a shareholder.
9.2 The Consultancy Agreement, details of which are set out in paragraph 12.6.2 below, in relation to which
3,000,000 Common Shares have been issued to EDC International Holdings Ltd, a company connected to Dr.
Geoffrey P. Cowley, a director of the Company.
9.3 The share issues set out in paragraph 3.3 above included the following issues of shares to related parties:
CIC Fund 5,280,000 Common Shares. CIC Fund is a related party by virtue of being a shareholder.
CICC 55,840,000 Common Shares in consideration for the advisory services provided under the advisory
services contract, details of which are set out in paragraph 12.8 below. CICC is a related party by virtue of
common directorships of Mr. Luke Webster and Mr. Li Jinliang (David).
9.4 Save as set out in paragraphs 9.1 to 9.3 above, there are no other related party transactions during the period
covered by the financial information set out in Part 9, or which have taken place following the period covered by that
information.
10. Employees
As at the date of this document, the Company employs one Executive Director, who works in China, and a personal
assistant to the CEO based in London.
11. Working Capital
The Company is of the opinion that the Group has sufficient working capital for its present requirements, that is for
at least 12 months from the date of this document.
12. Material contracts
The following contracts (not being contracts entered into in the ordinary course of business) have been entered into
by the Company or any other member of the Group within the two years immediately preceding the date of this
94

document and are or may be material:

Contracts relating to Admission
12.1

VSA Engagement Letter

By way of an engagement letter dated 1 August 2014 the Company appointed VSA as financial adviser to the
Company in connection with the Admission. Pursuant to the engagement letter the Company have agreed to pay to
VSA the following fees:
(i)

a corporate adviser fee of 40,000; plus

(ii)

a corporate finance success fee payable on Admission of 80,000 (plus any applicable VAT);

(iii)

on an ongoing basis, a retainer of 30,000 per annum to act as the Companys financial adviser and
broker and the UKLAs designated contact for the Company; and

(iv)

a sales commission to VSA on Admission equal to five per cent. of the aggregate value, calculated by
reference to the issue price, of any new securities subscribed by investors introduced directly or
indirectly by VSA.

The Company also agreed to:

(i)

issue, on Admission, the VSA Warrants;

(ii) enter in to an ongoing Financial Adviser and Corporate Broker Agreement; and
(iii) to provide customary indemnities to VSA in connection with losses suffered by VSA as a result of its
appointment as financial adviser to the Company.
VSA has agreed with the Company that, should VSA wish to place out any Common Shares allotted pursuant to the
exercise by VSA of the Warrants, at a price which is less than the Conversion Price, it will first offer such Common
Shares to the Company for buy-back at such price.
12.2

Financial Adviser and Corporate Broker Agreement

An agreement was entered into on 18 June 2015 between VSA (1) the Company (2) pursuant to which VSA has
agreed to act as the Companys financial adviser and corporate broker from the date of Admission. The agreement is
terminable on three months written notice. The agreement may be terminated on shorter notice in certain limited
circumstances.
12.3

Lock In Agreement

Agreements were entered into on 18 June 2015 between VSA (1) the Company (2) and respectively each of the
Locked-In Persons (3), pursuant to which the Locked-In Persons have each agreed, conditionally on Admission, with
VSA and the Company not to dispose of any interest in Common Shares for a period of 12 months from the date of
Admission (the Lock-In Period), except in limited circumstances set out below, or with the prior written consent of
VSA and the Company. The agreement also contains orderly market provisions which apply for a further period of 12
months after expiry of the lock-in period. The lock-in and orderly market provisions will not apply in the following
circumstances:
(i) in acceptance of any takeover offer recommended by the board of the Company and made for entire issued
share capital of the Company in accordance with the City Code or the execution of an irrevocable undertaking to
95

accept such an offer during an offer period (within the meaning of the Code); or
(ii) pursuant to a restructuring of the Company affecting all shareholders equally providing for the acquisition by
any person or group of persons acting in concert of more than 50 per cent. of the equity share capital of the
Company; or
(iii) pursuant to an offer by the Company to purchase its own shares which is made on identical terms to all holders
of shares in the capital of the Company and otherwise complies with all legal and regulatory requirements; or
(iv) where required by law, including pursuant to an order or ruling by a court or other competent judicial body, or
by any competent authority (including under Part VI of FSMA); or
(v) by personal representatives of the Locked-In Person if he shall die during the Lock-In Period provided that the
sale by such personal representatives shall be effected in accordance with the reasonable requirements of VSA so as
to ensure an orderly market for the issued share capital of the Company.
12.4

Relationship Agreements

On 18 June 2015, the Company entered into relationship agreements with each of (i) CICC (and its major
shareholder); and (ii) CIC Fund (and its major shareholder) whereby, conditional upon Admission, those parties
agreed that all transactions and relationships between themselves and the Company or any member of the Group
will be conducted on terms which allow the Company and the Group to carry on business independently, and all such
transactions and relationships will be at arms length and on a normal commercial basis. Further they agreed not to
exercise any voting rights in relation to their interests in Common Shares.
Each of the agreements binds the counterparties for as long as they and their affiliates and connected persons
respectively together hold five (5) per cent. or more of the issued share capital of the Company.
12.5

Introduction Agreement

By way of an Introduction Agreement dated 18 June 2015, VSA was appointed to act as financial adviser and broker
to the Company for the purposes of Admission.
Pursuant to the Introduction Agreement the Company has agreed that it shall not apply to cease to be admitted to
trading on either (i) the Main Market and listing on the Official List, or (ii) AIM unless a) at least 75% of the
Shareholders of the Company and b) a majority of the Independent Shareholders (as defined in the Listing Rules)
voting on a resolution to approve the same have previously voted in favour.
The Company and the Directors have given VSA certain customary warranties and indemnities.
12.6

Service Agreements and Letters of Appointment

12.6.1

A Letter of Appointment dated 1 March 2015 and subject to Admission pursuant to the terms of which
Michael M. Smith was appointed as Independent Non-Executive Chairman for an annual fee of 24,000,
payable in arrears by equal quarterly installments to be reviewed annually. The appointment is for an
initial term of three years and terminable on 30 days written notice by either party.

12.6.2

The services of Dr. Geoffrey P. Cowley are to be provided pursuant to the Consultancy Agreement dated
6 October 2014, pursuant to which EDC agrees to provide the services of Dr. Geoffrey P. Cowley as an
executive director and CEO of the Company. The Consultancy Agreement (and Dr. Cowleys
appointment thereunder) is conditional upon, and effective from Admission and is for an initial period
of 36 months from Admission, where after it may be terminated on not less than 6 months written
96

notice from either party. The agreement contains customary provisions in relation to duties of
confidentiality Dr. Geoffrey P. Cowley has entered into a separate covenant containing post-termination
restrictive covenants as well as a separate undertaking to be bound by the provisions of the
Consultancy Agreement, in particular in relation to confidentiality and intellectual property rights. The
agreement also has provisions to protect the Companys (and any Group Companys) intellectual
property rights. The annual fee payable to EDC under the Consultancy Agreement is 150,000 (inclusive
of VAT and any fees payable in connection with Dr. Geoffrey P. Cowley's appointment as a director of
the Company or any Group Company). In addition, the Consultancy Agreement provides for a
discretionary performance related bonus, and for the issue to EDC International Holding Ltd on
Admission of 3 million Common Shares.
12.6.3

Service Agreement dated 10 October 2014 and subject to Admission pursuant to the terms of which Li
Jinliang was appointed as an Executive Director and CFO for an annual fee of 24,000, payable in
arrears by monthly installments to be reviewed annually. The appointment is for an initial term of 36
months and terminable on 1 months written notice by either party, and contains the usual provisions
in relation to confidentiality and post termination restrictions.

12.6.4

A Letter of Appointment dated 12 January 2015 pursuant to the terms of which HE Barsbold Ulambayar
was appointed as Independent Non-Executive Director for an annual fee of 24,000, payable in arrears
by equal quarterly installments to be reviewed annually. The appointment is for an initial term of three
years commencing on 15 February 2015, subject to either party being able to give 30 days written
notice.

12.6.5

A Letter of Appointment dated 12 January 2015 pursuant to the terms of which Luke Webster was
appointed as a Non-Executive Director for an annual fee of 24,000, payable in arrears by equal
quarterly installments to be reviewed annually. The appointment is for an initial term of three years
commencing on 15 February 2015, subject to either party being able to give 30 days written notice.

12.7

VSA Warrant Deed

On 18 June 2015, the Company constituted 2,761,200 VSA Warrants on the terms of the VSA Warrant Deed all of
which VSA Warrants were issued to VSA. Each VSA Warrant entitles the holder thereof to subscribe for one Common
Share at the Conversion Price. The VSA Warrants are exercisable at any time up to 31 December 2019 but are not
transferable. If exercised in full the new Common Shares issued thereunder would represent 2 per cent. of the issued
share capital of the Company as at Admission.
Other contracts
An agreement dated 13 June 2014 between the Company (1) and CICC (as amended by an amendment agreement
between the same parties dated 20 June 2014) pursuant to which CICC agrees to provide advisory services to the
Company in consideration of an advisory fee to be satisfied by the issue of shares in the Company to CICC.
The services described in the agreement were to assist the Company to prepare for a proposed IPO by advising it in
relation to any corporate action that CICC may deem as necessary, and support the Company through the process
including:
(i)

access to CICCs advisor network to effect legal, accounting and any other commercial services;

(ii)

access to CICC's technical expertise and resources, including assistance with conducting any technical
reports that may be required or desirable;

(iii)

reasonable access to CICC's staff and offices for the purposes; and
97

(iv)

access to CICCs international network of relationships for possible future gold mineral opportunities.

In addition, under the agreement CICC could request for reimbursement in cash payment in the course of its
engagement any fees, commissions, costs or expenses payable by it under or in connection with the agreement
subject to the prior written approval of the Company.
Under a further agreement dated 2 April 2015, the agreement was terminated by mutual agreement, the parties
acknowledging that CICC had been paid all of its advisory fees by the allotment of 55,840,000 Common Shares
thereunder.
12.9 An agreement between CIC Fund (1) and the Company (2) dated 12 January 2015 documenting the Convertible
Loans pursuant to which CIC Fund confirmed that the Convertible Loans were unsecured and interest free and
repayable on the second anniversary of the Convertible Loan Agreement, if not converted earlier. The Convertible
Loan Agreement provided that the Convertible Loans were convertible by the Company, at its option, at any time,
into 28,750,000 Common Shares at the Conversion Price and 28,750,000 Convertible Loan Warrants. The Company
exercised this option to convert on 14 January 2015 and the Common Shares arising on exercise were allotted to CIC
Fund which subsequently distributed such shares by a dividend in specie to its shareholders.
12.10

Convertible Loan Warrant Deed

A warrant deed dated 22 April 2015 between the Company (1) and CIC Fund (2) pursuant to which the Convertible
Loan Warrants were created, each to subscribe for one Common Share at the Conversion Price. The Convertible Loan
Warrants are exercisable at any time during the period commencing on their issue and ending on 31 December 2016.
12.11

Jarada Warrant

A warrant deed dated 22 April 2015 between the Company (1) and Jarada (2) pursuant to which the Jarada Warrants
were created, each to subscribe for one Common Share at 0.30. The Jarada Warrants are exercisable at any time
during the period commencing on their issue and ending on 31 December 2015.
12.12

Balfour Warrant

A warrant deed dated 22 April 2015 between the Company (1) and Balfour (2) pursuant to which the Balfour
Warrants were created, each to subscribe for one Common Share at 0.30. The Balfour Warrants are exercisable at
any time during the period commencing on their issue and ending on 31 December 2015.
13. Significant Change
There has been no significant change in the financial or trading position of the Group since 31 December 2014.
14. Intellectual Property
The Group is not dependent upon patents or licences, industrial, commercial or financial contracts or new
manufacturing processes.
15. General
15.1 Crowe Clark Whitehill, a member firm of the Institute of Chartered Accountants in England and Wales and
registered under the Statutory Audit Directive, Register of Statutory Auditors number C001095468, have
given and have not withdrawn their written consent to the inclusion of its reports on the Company in the
form set out in Parts 9 (Historical Financial Information) and 12 (Unaudited Pro Forma Accountants
98

Report) of this document and to the references to its name in the form and context in which they appear
in this document.
15.2 VSA has given and has not withdrawn its written consent to the issue of this document with the inclusion
of its name in the form and context in which it appears.
15.3 Other than the current application for Admission, the Common Shares are not admitted to dealings on any
recognised investment exchange nor has any application for such admission been made nor are there
intended to be any other arrangements for dealings in the Common Shares.
15.4 The accounting reference date of the Company is 31 December in each year.
15.5 The Company has no convertible securities in issue, other than the VSA Warrants, the Convertible Loan
Warrants, the Jarada Warrants and the Balfour Warrants.
15.6 Save for professional advisers disclosed in this document, in the last twelve months no person has received
or is contractually entitled to receive, directly or indirectly, from the Company on or after Admission any
payment or benefit from the Company to the value of 10,000 or more or securities in the Company to
such value (calculated by reference to the expected opening price) or entered into any contractual
arrangements to receive the same from the Company at the date of Admission.
15.7 The financial information relating to the Company contained in this document does not constitute
statutory accounts within the meaning of section 434 of the Act.
15.8 CCW was auditor of the Company for the period covered by the historical financial information set out in
Part 9 of this document.
15.9 Save as disclosed in this document, the Directors are not aware of any trade uncertainties, demands or
errors that are reasonably likely to have a material effect on the Companys prospects for the current
financial year.
15.10 The Company has not been the subject of any public takeover bid by third parties during the last financial
year, no any such bids following the end of the last financial year.
15.11 The Directors are not aware of any environmental issues which may affect the Companys utilisation of its
tangible fixed assets (if any).
15.12 There are no governmental, legal or arbitration proceedings (including any such proceedings which are
pending or threatened of which the Company is aware) which may have, or have had in the recent past,
significant effects on the financial position or profitability of the Company or the Group.
15.13 The total number of voting rights in the Company is equivalent to the number of Common Shares in the
Company, being 103,590,000. This number may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to notify their interest in, or a change to their
interest in the Company under the Disclosure and Transparency Rules. However whilst the undertakings
not to exercise voting rights given by CICC and CIC Fund, as set out in more detail in paragraph 12.4 above,
are in place, the number of voting rights will in practice be reduced to 62,470,000 .
16. Documents available for inspection
16.1 Copies of the following documents may be inspected at the registered office of the Company, Appleby
Corporate Services (Seychelles) Limited, 2nd Floor, Eden Plaza, Eden Island, PO Box 1352, Mahe, Seychelles,
99

the office of the Companys Financial Adviser, VSA Capital Limited, Fourth Floor, New Liverpool House,
15-17 Eldon Street, London EC2M 7LD during usual business hours on any day (except Saturdays, Sundays
and public holidays) from the date of this document until Admission:
16.2 the Memorandum and Articles of Association of the Company;
16.3 the accountants report by CCW on the historical financial information;
16.4 the accountants report by CCW on the unaudited pro forma;
16.5 information of CIC Gold for the period ended 31 December 2014 set out in Part 9; and this document.
17. Availability of this Document
17.1 Following Admission, copies of this document will be available for viewing free of charge at
www.CICGold.com, subject to certain access restrictions applicable to persons located or resident outside
the United Kingdom.
17.2 Copies of this document may be collected, free of charge during normal business hours, from the office of
the Companys Financial Adviser, VSA Capital Limited, Fourth Floor, New Liverpool House, 15-17 Eldon
Street, London EC2M 7LD.

100

PART 16
DEFINITIONS
In this document, unless the context requires otherwise the words and expressions set out below shall bear the
following meanings.
Act

Republic of Seychelles International Business Companies Act 1994

Admission

admission to the standard segment of the Official List of the UK Listing

Authority by way of Standard Listing and to trading on the London Stock
Exchanges main market for listed securities

Articles

the Articles of Association of the Company, as amended from time to time

Balfour

Dell Balfour, a private individual

Balfour Warrants

the 3,220,000 warrants issued to Balfour to subscribe for Common Shares at

a price of 0.30 per Common Share exercisable at any time from the date of
their issue until 31 December 2016

Board

the board of directors of the Company

CCW

Crowe Clark Whitehill LLP of St Brides House, 10 Salisbury Square, London

EC4Y 8EH, UK

CICC

CIC Capital Ltd., a company registered in the Republic of Seychelles (with

registered number 137439)

CIC Fund

CIC Capital Fund Ltd. (formerly CIC Capital Ltd. (Canada)) a company
incorporated in Canada

CIC Fund Loan Conversion

the conversion of the 1,725,000 unsecured, interest free convertible loans

into 28,750,000 Common Shares at 0.06 per Common Share that occurred
on 14 January 2015

City Code

the City Code on Takeovers and Mergers issued and administered by the
United Kingdom Panel on Takeovers and Mergers, as amended from time to
time

Common Shares

common shares of no par value in the capital of the Company

Company or CIC Gold

CIC Gold Group Limited, a company incorporated in the Republic of

Seychelles

Companies Act 2006

the Companies Act 2006 of the United Kingdom (as amended from time to
time)

Consultancy Agreement

The Consultancy Agreement dated 6 October 2014 between the Company

(1) and EDC (2) pursuant to which EDC provide the services of Dr. Geoffrey P
Cowley as an executive director of the Company, the details of which are set
out in paragraph 12.6.2 of Part 15
101

Convertible Loans

two interest free convertible loans made by CIC Fund to the Company in the
sums of 300,000 (advanced on 19 August 2014) and 1,425,000 (advanced
on 14 January 2015) documented by the Convertible Loan Agreement

Convertible Loan Agreements

a loan agreement dated 12 January 2015 between the Company (1) and CIC
Fund (2), details of which are set out in paragraph 12.9 of Part 15

Conversion Price

6 pence per Common Share

Convertible Loan Warrants

the 28,750,000 warrants issued to CIC Fund pursuant to the Convertible

Loan Warrant Deed, details of which are set out in paragraph 12.10 of Part
15

Convertible Loan Warrant Deed

the warrant deed dated 22 April 2015 pursuant to which the Convertible
Loan Warrants are to be issued, details of which are out in paragraph 12.10
of Part 15

CREST

the relevant system (as defined in the CREST Regulations) operated by

Euroclear in accordance with which securities may be held and transferred
in uncertificated form

CREST Regulations

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as

amended

Directors

the directors of the Company

Disclosure and Transparency Rules

the disclosure rules and the transparency rules made by the FCA under
section 73A of FSMA

EDC

EDC International Holdings Ltd (a company owned by Dr. Geoffrey P. Cowley)

Euroclear

Euroclear UK & Ireland Limited

FCA

the Financial Conduct Authority of the United Kingdom (or any such body
appointed in replacement thereof)

FSMA

the Financial Services and Markets Act 2000 (as amended from time to time)

Group

the Company and its subsidiaries, CIC Gold Group Limited (Hong Kong) and
Top Ten Services Company

IFRS

International Financial Reporting Standards as adopted by the European

Union

IPO

initial public offering

Jarada

Jarada Equities Limited, a company incorporated in Switzerland

Jarada Warrants

The 2,500,000 warrants issued to Jarada to subscribe for Common Shares at

a price of 0.30 per Common Share exercisable at any time from the date of
their issue until 31 December 2016
102

Listing Rules

the Listing Rules made by the FCA under Part VI of the FSMA

Locked-In Persons

each of the Directors, CICC and CIC Fund (and their major shareholder
respectively)

London Stock Exchange or LSE

London Stock Exchange plc

Main Market

the Main Market of the LSE

Memorandum

the Memorandum of Association of the Company, as amended from time

Model Code

the Model Code for directors dealings contained in the Listing Rules

Official List

the Official List of the United Kingdom Listing Authority

PRC

Peoples Republic of China

Prospectus Rules

the prospectus rules made by the FCA under section 73A of FSMA

Qualified Person

professionally qualified and a member in good standing of an appropriate

recognized professional association and have at least five years relevant
experience within the sector

RMB

Renminbi, the currency of PRC

Shareholder or Shareholders

holder or holders of Common Shares

Standard Listing

a Standard Listing under Chapter 14 of the Listing Rules

Top Ten

Top Ten Services Company

the PRC

UK

United Kingdom

UKLA or United Kingdom Listing

Authority

the FSA acting in its capacity as the competent authority for the purposes of
Part VI of FSMA

UK Corporate Governance Code

the UK Corporate Governance Code as published by the Financial Reporting

Council in September 2012 and as subsequently amended from time to time

US$

United States dollars

VSA

VSA Capital Limited, financial adviser to the Company

VSA Warrants

the 2,761,200 warrants to be issued to VSA pursuant to the VSA Warrant

Deed, details of which are set out in paragraph 12.7 of Part 15

VSA Warrant Deed

the warrant deed dated 18 June 2015 pursuant to which the VSA Warrants
are to be issued, details of which are out in paragraph 12.7 of Part 15

or GBP

United Kingdom pounds

103

, a company incorporated in

In this document, words denoting any gender include all genders and the singular includes the plural (and vice
versa).

104