CONTENTS 02 Corporate Profi le 06 Milestones 08 Letter to Shareholders 16 Community & Environment 18 Gold Operations 28 Board of Directors 32 Our Management 34 Corporate Information 35 Group Structure 37 Corporate Governance Report 53 Financial Statements 156 Shareholders’ Information 159 Notice of Annual General Meeting CORPORATE PROFILE LionGold Corp is Singapore’s first Main Board-listed gold company. The LionGold’s gold Group has rapidly established itself in the global gold mining industry over the production in FY2013 period. Primary concessions are in Australia, Ghana and Bolivia. The FY2013 was Group collectively holds 5.5 million ounces of gold resources, of which nearly 37,000 ounces 900,000 ounces are classified as reserves. Future expansion will be achieved through further acquisitions and organic growth. The Group aims to become a global gold producer and is initially targeting minimum gold resources of 10 million ounces, reserves of 2 million ounces and annual production of 200,000 ounces by 2014. Acquisition prospects will have scalable resources with scope for rapid enhancement and which are currently producing or within a year from production. The intention behind this selective approach is to unlock asset value while building out the gold business. DEVELOPMENTS Since changing its core business to gold mining, development and exploration in March 2012, LionGold Corp has completed the following acquisitions: Company Location Signature Metals (77%) Ghana, Ashanti Gold Belt Castlemaine Goldfields (100%) Australia, Central Victoria Brimstone Resources (100%) Australia, Western Australia Minera Nueva Vista (93%)* Bolivia, Bustillo Province LionGold has also acquired an 18% strategic stake in Citigold Corporation with gold mining operations in Queensland, Australia, a 9% stake in Acadian Mining Corporation with gold assets in Nova Scotia, Canada. Subsequent to FY2013, the Group acquired a 13% stake in Unity Mining with primary gold assets in Tasmania and New South Wales, Australia. *Through its wholly-owned subsidiary, Vista Gold (Antigua) Corp which owns 97% of Compania Inversora Vista S.A., which owns 97% of Minera Nueva Vista LionGold Corp Ltd Annual Report 2013 02 LionGold Corp Annual Report.indd 4 7/2/13 10:34 PM LionGold Corp Ltd Operations Strategic Investment 77% Signature 70% Owere 18% Citigold Metals Mines Corporation 100% Castlemaine 9% Acadian Mining Goldfields Corporation 100% Brimstone 13% Unity Resources Mining 100% Vista Gold 93% Minera Nueva Antigua Vista LionGold Corp Ltd Annual Report 2013 03 LionGold Corp Annual Report.indd 5 7/2/13 10:34 PM CORPORATE PROFILE LIONGOLD CORP PROJECTS AMERICAS AFRICA Acadian Mining Corporation Nova Scotia, Canada (9%) Signature Metals AUSTRALIA Ashanti Gold Belt, Ghana (77%) Citigold Corporation Minera Nueva Vista Queensland (18%) Amayapampa, Bolivia (93%)* Brimstone Resources Western Australia, Victoria (100%) Castlemaine Goldfields Central Victoria (100%) Unity Mining Tasmania, New South Wales (13%) HISTORY LionGold Corp Ltd changed its name from The Think Environmental Company Ltd (TTEC) and its core business to gold mining following a change in substantial shareholders in 2011. Thereafter, the Group embarked on an initial acquisition strategy to establish the gold business. Divestment of non-core assets in the renewable energy industry is nearly complete, and efforts to sell the office equipment manufacturing business in China are progressing. *Through its wholly-owned subsidiary, Vista Gold (Antigua) Corp which owns 97% of Compania Inversora Vista S.A., which owns 97% of Minera Nueva Vista LionGold Corp Ltd Annual Report 2013 04 LionGold Corp Annual Report.indd 6 7/2/13 10:34 PM LionGold Corp Ltd Annual Report 2013 05 LionGold Corp Annual Report.indd 7 7/2/13 10:34 PM MILESTONES ACQUISITIONS INITIATED IN FY2013 • Signature Metals Limited 77% S$ 66 million • Castlemaine Goldfields Limited 100% S$ 84 million • Brimstone Resources Limited 100% S$ 6 million • Minera Nueva Vista S.A. 93% * S$ 9 million • Citigold Corporation Limited 18% S$ 24 million • Acadian Mining Corporation 9% S$ 1 million ACQUISITIONS INITIATED IN 1H FY2014 • Unity Mining Limited 13% S$ 9 million FUND-RAISING • Convertible bond issue S$ 28 million (US$23 million) • 12 million new shares S$ 12 million • 42 million new shares S$ 44 million • 41 million warrant options S$ 3 million • 228.9 million rights warrants S$ 15 million *Through its wholly-owned subsidiary, Vista Gold (Antigua) Corp which owns 97% of Compania Inversora Vista S.A., which owns 97% of Minera Nueva Vista LIONGOLD CORP IS A COMPONENT OF THREE EQUITY INDICES: • Van Eck Market Vectors Global Junior Gold Miner Index • FTSE Singapore Mid-Cap Index • MSCI Global Small Cap Index LionGold Corp Ltd Annual Report 2013 06 LionGold Corp Annual Report.indd 8 7/2/13 10:34 PM KEY APPOINTMENTS • Nicholas Ng, as Chief Executive Officer and Managing Director • Raymond Tan, as Executive Director, Group General Counsel and Chairman of Signature Metals • Matthew Gill, as Group Chief Operating Officer, in addition to his role as Managing Director of Castlemaine Goldfields • Brendan Goh, as Chief Financial Officer • Krzysztof (Chris) Gbyl, as Chief Executive Officer of Signature Metals Limited and Project Director of Owere Mines Other Developments • Disposal of a 60% stake in Industrial Power Technology Pte Ltd and 100% of The Think Environmental Co Sdn Bhd and an industrial property in Singapore for S$12.5 million • Formation of a Technical Committee to advise the Board of Directors on acquisitions and operations • Appointment of PricewaterhouseCoopers LLP as global financial auditor LionGold Corp Ltd Annual Report 2013 07 LionGold Corp Annual Report.indd 9 7/2/13 10:34 PM LETTER TO SHAREHOLDERS Dear Shareholders, On behalf of the Board of Directors (“Board”), I am pleased to present to you the Annual Report for LionGold Corp (“LionGold” or “Group”) for the financial year ended 31 March 2013 (“FY2013”). FY2013 has been a dynamic year for LionGold. Interests in six gold companies, with a combined transaction value of S$190 million, were acquired, and the Group has subsequently taken a substantial stake in a second Australian gold producer. The Group’s mining portfolio now includes 5.5 million ounces of gold LionGold’s resources, of which nearly 900,000 ounces are reserves. Maiden commercial market gold sales reached S$33.5 million with the successful production ramp up at capitalisation Castlemaine Goldfields’ Ballarat Mine. In support of the rapid build-out of the rose by 37% to gold business, the divestment of non-core “green energy” assets was nearly over S$1 billion, completed. and the return to shareholders Investors have responded positively to the Group’s gold-focused strategy. was 8.7% Proceeds of over S$100 million were generated over the year through the private placement of new equity and issue of convertible instruments. LionGold’s market capitalisation rose by 37% to over S$1 billion, and the return to shareholders was 8.7% in Singapore Dollars and 7.4% in US Dollars. In US Dollar terms, this compares with -4% and -34% for gold and junior miner gold companies, respectively, in FY2013 period. Capital raisings and acquisitions have transformed LionGold’s balance sheet. Compared with FY2012, net assets rose by over eight-fold to S$276 million. The Group ended the year with nearly S$47 million in cash, and borrowings were reduced from S$31 million to S$3 million following the issue of a US$23 million convertible bond. LionGold Corp Ltd Annual Report 2013 08 LionGold Corp Annual Report.indd 10 7/2/13 10:34 PM