Welcome!

.NET Authors: Elizabeth White, ChandraShekar Dattatreya, Trevor Parsons, Peter Silva, Yeshim Deniz

News Feed Item

Touchstone Gold Receives Conditional Approval to List on Toronto Stock Exchange

TORONTO, ONTARIO -- (Marketwire) -- 11/30/12 -- Touchstone Gold Limited ("Touchstone" or the "Company") (AIM:TGL) is pleased to announce that the Toronto Stock Exchange has conditionally approved the listing of the Company's common shares. Listing is subject to Touchstone fulfilling all of the requirements of the Toronto Stock Exchange on or before January 21, 2013. Once the listing conditions have been satisfied and its common shares are listed, Touchstone will be quoted on both the AIM market of the London Stock Exchange (AIM:TGL) and the Toronto Stock Exchange (TSX:TCH).

In compliance with its reporting issuer obligations in Canada, Touchstone also announces that it has filed interim financial statements and management discussion and analysis for the three and nine months ended September 30, 2012, which are available on the Company's website at www.touchstonegold.com and under Touchstone's profile on SEDAR at www.sedar.com.

About Touchstone

Touchstone is a gold exploration company and its primary assets, which collectively comprise its Segovia Gold Project, are the Rio Pescado, El Cinco, San Miguel, and Frontino Norte properties along the Segovia-Remedios Gold Belt in Colombia. Rio Pescado is comprised of four mining concessions, the El Cinco property is comprised of one mining concession, the San Miguel property is comprised of one mining concession and one proposed mining concession, and the Frontino Norte property is comprised of five mining concessions. Touchstone owns further options on the Santa Rosa Project, in the South Bolivar area of Colombia, comprised of four proposed mining concessions and one mining concession. With a philosophy of creating value by the systematic exploration and development of Touchstone's existing assets as well as the acquisition of suitable exploration and development mineral projects, Touchstone's long-term intention is to build a significant gold exploration and production company.

Touchstone Gold Limited

Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended 30 September 2012 and 2011

Management's Comments on Unaudited Interim Financial Statements

The accompanying unaudited interim condensed consolidated financial statements of Touchstone Gold Limited for the three and nine months ended September 30, 2012 have been prepared by management and approved by the Board of Directors of the Company. These statements have not been reviewed by the Company's external auditors.

MANAGEMENT'S RESPONSIBILITY

FOR CONSOLIDATED FINANCIAL STATEMENTS

All of the information in the accompanying unaudited interim condensed consolidated financial statements of Touchstone Gold Limited is the responsibility of management. The unaudited interim condensed consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards. Where necessary, management has made judgments and estimates in preparing the consolidated financial statements, and such statements have been prepared within acceptable limits of materiality.

Management maintains appropriate systems of internal control given its size to give reasonable assurance that its assets are safeguarded, and the financial records are properly maintained.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control and exercises this responsibility principally through the Audit Committee. The Audit Committee meets with management to review the unaudited interim condensed consolidated financial statements to satisfy itself that management is properly discharging its responsibilities to the Directors, who approve the consolidated financial statements.

David Wiley, Chief Executive Officer

Brian Morales, Chief Financial Officer

Toronto, Canada

November 29, 2012


                          Touchstone Gold Limited                           
           UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION          
                         (Expressed in U.S. Dollars)                        
                                                                            
                                              September 30,    December 31, 
ASSETS                                  Note           2012            2011 
                                            --------------------------------
Current assets                                   (unaudited)                
  Cash and cash equivalents                7     $2,363,851      $9,704,345 
  Accounts receivable                      7        122,836          42,699 
  Prepaid expenses and other                                                
   current assets                                     4,985               - 
                                            --------------------------------
Total current assets                              2,491,672       9,747,044 
Property, plant and equipment, net         4        592,286         469,339 
Mineral interests                          3     13,495,230                 
                                                $16,579,188     $10,216,383 
                                            --------------------------------
                                            --------------------------------
                                                                            
LIABILITIES AND SHAREHOLDERS'                                               
 EQUITY                                                                     
Current Liabilities                                                         
  Trade accounts payable                   7     $1,864,919        $905,511 
  Taxes payable                                      53,483          60,222 
  Accrued and other liabilities            7        162,952          46,389 
                                            --------------------------------
Total current liabilities                         2,081,354       1,012,122 
                                            --------------------------------
                                                                            
Fair value of warrant liability                      28,363               - 
                                            --------------------------------
Total Liabilities                                 2,109,717       1,012,122 
                                            --------------------------------
                                                                            
Shareholders' equity                                                        
  Share capital                            6    $28,778,654     $17,371,890 
  Stock option reserve                     6      4,052,107       2,493,474 
  Warrant reserve                          6        161,920         161,920 
  Accumulated deficit                           (18,461,208)    (10,755,828)
  Accumulated other comprehensive                                           
   loss                                             (62,002)        (67,195)
                                            --------------------------------
                                                 14,469,471       9,204,261 
                                            --------------------------------
                                                $16,579,188     $10,216,383 
                                            --------------------------------
                                            --------------------------------
Subsequent events                        3,6                                
                                                                            
See accompanying notes to the unaudited interim condensed consolidated      
financial statements                                                        
                                                                            
Signed on behalf of the Board of                                            
Directors:                                                                  
                                                                            
Fraser Buchan (signed), Director         David Wiley (signed), Director     
----------------------------------------------------------------------------
                                                                            
                           TOUCHSTONE GOLD LIMITED                          
              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS               
                         (Expressed in U.S. Dollars)                        
                                                                            
                             Three months ended Nine months ended September 
                                  September 30,                         30, 
                Note         2012          2011          2012          2011 
                    --------------------------------------------------------
Costs and                                                                   
 expenses                                                                   
  Exploration                                                               
   expenditures        $ (808,586) $ (1,110,031) $ (3,778,532) $ (2,400,015)
  Share-based                                                               
   payment                                                                  
   expense         6     (923,443)     (329,439)   (1,558,633)   (2,153,561)
  Depreciation            (81,781)      (49,109)      (89,754)      (70,176)
  Professional                                                              
   and                                                                      
   consulting                                                               
   fees            5     (352,106)     (512,377)   (1,715,326)   (1,506,932)
  Travel                  (25,322)      (26,015)     (119,148)     (159,536)
  Office and                                                                
   sundry                                                                   
   expenses               (23,314)      (21,381)      (74,478)      (39,496)
  Salaries         5      (82,955)      (54,376)     (234,150)     (113,147)
  Other                                                                     
   operating                                                                
   costs                  (74,254)      (31,012)     (189,224)     (206,672)
                    --------------------------------------------------------
                       (2,371,761)   (2,133,740)   (7,759,245)   (6,649,535)
                    --------------------------------------------------------
Other income                                                                
 (expense)                                                                  
  Financial and                                                             
   other income              (941)        2,814        26,997         3,273 
  Bank fees,                                                                
   commissions                                                              
   and                                                                      
   financial                                                                
   fees                    (7,742)       (6,202)      (26,076)      (17,297)
  Foreign                                                                   
   exchange                                                                 
   gain (loss)     7       47,306      (291,367)       52,944      (523,893)
                    --------------------------------------------------------
                           38,623      (294,755)       53,865      (537,917)
                    --------------------------------------------------------
Loss before                                                                 
 income taxes          (2,333,138)   (2,428,495)   (7,705,380)   (7,187,452)
                    --------------------------------------------------------
Net loss             $ (2,333,138) $ (2,428,495) $ (7,705,380) $ (7,187,452)
                    --------------------------------------------------------
                    --------------------------------------------------------
                                                                            
Net loss per                                                                
 share - basic                                                              
 and diluted       8      $ (0.02)      $ (0.02)      $ (0.07)      $ (0.09)
Weighted                                                                    
 average number                                                             
 of common                                                                  
 shares                                                                     
 outstanding -                                                              
 basic                                                                      
  and diluted      8  116,553,335   103,703,705   112,332,654    82,268,350 
                                                                            
See accompanying notes to the unaudited interim condensed consolidated      
 financial statements                                                       
                                                                            
                           TOUCHSTONE GOLD LIMITED                          
           UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS          
                         (Expressed in U.S. Dollars)                        
                                                                            
                     For the three months ended   For the nine months ended 
                                  September 30,               September 30, 
                             2012          2011          2012          2011 
                    --------------------------------------------------------
Net loss             $ (2,333,138) $ (2,428,495) $ (7,705,380) $ (7,187,452)
Currency translation                                                        
 adjustments              (10,140)      (55,450)        5,193       (51,943)
                    --------------------------------------------------------
Comprehensive loss   $ (2,343,278) $ (2,483,945) $ (7,700,187) $ (7,239,395)
                    --------------------------------------------------------
                    --------------------------------------------------------
                                                                            
See accompanying notes to the unaudited interim condensed consolidated      
financial statements                                                        
                                                                            
                           TOUCHSTONE GOLD LIMITED                          
          UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY         
                         (Expressed in U.S. Dollars)                        
                                                                            
                            Common shares                                 
                     ---------------------------                          
                                                       Share              
                         Number of                   premium  Stock option
                 Note       Shares       Dollars     reserve       reserve
                     -----------------------------------------------------
December 31,                                                              
 2010                      124,919          $104  $3,000,001            $-
Capital re-                                                               
 organisation       6   66,541,748     3,000,001  (3,000,001)            -
Issuance of                                                               
 common shares          37,037,038    14,371,785           -             -
Share-based                                                               
 compensation                                                             
 expense                         -             -           -     2,153,561
Comprehensive                                                             
 income                          -             -           -             -
Net loss                         -             -           -             -
                     -----------------------------------------------------
September 30,                                                             
 2011                  103,703,705    17,371,890           -     2,153,561
Share-based                                                               
 compensation                                                             
 expense                         -             -           -       339,913
Foreign currency                                                          
 translation                     -             -           -             -
Net income                       -             -           -             -
                     -----------------------------------------------------
December 31,                                                              
 2011                  103,703,705    17,371,890           -     2,493,474
Common shares                                                             
 issued in                                                                
 respect of                                                               
 acquisitions       3   59,108,300    11,406,764           -             -
Share-based                                                               
 compensation                                                             
 expense            6            -             -           -     1,558,633
Foreign currency                                                          
 translation                     -             -           -             -
Net loss                         -             -           -             -
                     -----------------------------------------------------
September 30,                                                             
 2012                  162,812,005   $28,778,654          $-   $ 4,052,107
                     -----------------------------------------------------
                     -----------------------------------------------------
                                                                          
                                                                          

                                                                            
                                                                            
                                                  Accumulated               
                                                        other               
                           Warrant              comprehensive               
                 Note      reserve      Deficit          loss         Total 
                     -------------------------------------------------------
December 31,                                                                
 2010                           $-   $ (927,079)    $ (19,342)   $2,053,684 
Capital re-                                                                 
 organisation       6            -            -             -             - 
Issuance of                                                                 
 common shares             161,920            -             -    14,533,705 
Share-based                                                                 
 compensation                                                               
 expense                         -            -             -     2,153,561 
Comprehensive                                                               
 income                          -            -       (51,943)      (51,943)
Net loss                         -   (7,187,452)            -    (7,187,452)
                     -------------------------------------------------------
September 30,                                                               
 2011                      161,920   (8,114,531)      (71,285)   11,501,555 
Share-based                                                                 
 compensation                                                               
 expense                         -            -             -       339,913 
Foreign currency                                                            
 translation                     -            -         4,090         4,090 
Net income                       -   (2,641,297)            -    (2,641,297)
                     -------------------------------------------------------
December 31,                                                                
 2011                      161,920  (10,755,828)      (67,195)    9,204,261 
Common shares                                                               
 issued in                                                                  
 respect of                                                                 
 acquisitions       3            -            -             -    11,406,764 
Share-based                                                                 
 compensation                                                               
 expense            6            -            -             -     1,558,633 
Foreign currency                                                            
 translation                     -            -         5,193         5,193 
Net loss                         -   (7,705,380)            -    (7,705,380)
                     -------------------------------------------------------
September 30,                                                               
 2012                    $ 161,920 $(18,461,208)    $ (62,002) $ 14,469,471 
                     -------------------------------------------------------
                     -------------------------------------------------------
                                                                            
                                                                            
See accompanying notes to the unaudited interim condensed consolidated      
financial statements                                                        
                                                                            
                           TOUCHSTONE GOLD LIMITED                          
               UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS              
                         (Expressed in U.S. Dollars)                        
                                                                            
                             Three months ended           Nine months ended 
                Note              September 30,               September 30, 
                             2012          2011          2012          2011 
                    --------------------------------------------------------
Cash flow from                                                              
 operating                                                                  
 activities                                                                 
Net loss             $ (2,333,138) $ (2,428,495) $ (7,705,380) $ (7,187,452)
Non-cash                                                                    
 items:                                                                     
Share-based                                                                 
 payment                                                                    
 expense           5      923,443       329,439     1,558,633     2,153,561 
Depreciation               74,854        49,109        82,827        70,176 
Foreign                                                                     
 exchange loss            (47,306)      291,367       (52,944)      523,893 
Change in fair                                                              
 value of                                                                   
 warrants                  (7,363)            -        (7,363)            - 
Adjustments to                                                              
 reconcile net                                                              
 income (loss)                                                              
 to net cash                                                                
 used in                                                                    
 operating                                                                  
 activities                                                                 
Changes in                                                                  
 non-cash                                                                   
 operating                                                                  
 assets and                                                                 
 liabilities                                                                
 Accounts                                                                   
  receivable                3,451       (59,324)      (32,645)      (77,020)
 Prepaid                                                                    
  expenses and                                                              
  other                                                                     
  current                                                                   
  assets                    2,412         2,500        (5,007)        7,226 
 Trade                                                                      
  accounts                                                                  
  payable and                                                               
  accrued                                                                   
  liabilities             143,859      (310,465)     (129,847)      601,216 
                    --------------------------------------------------------
Net cash used                                                               
 in operating                                                               
 activities            (1,239,788)   (2,125,869)   (6,291,726)   (3,908,400)
                    --------------------------------------------------------
Cash flow from                                                              
 investing                                                                  
 activities                                                                 
 Purchases of                                                               
  property and                                                              
  equipment                     -      (148,368)      (75,736)     (459,922)
 Asset                                                                      
  acquisitions                                                              
  , net of                                                                  
  cash                                                                      
  acquired         3     (775,449)            -      (999,452)            - 
                    --------------------------------------------------------
Net cash used                                                               
 in investing                                                               
 activities              (775,449)     (148,368)   (1,075,188)     (459,922)
                    --------------------------------------------------------
Cash flow from                                                              
 financing                                                                  
 activities                                                                 
 Issuance of                                                                
  equity, net                                                               
  of                                                                        
  transaction                                                               
  costs                         -             -             -    14,533,705 
                    --------------------------------------------------------
Net cash                                                                    
 provided by                                                                
 financing                                                                  
 activities                     -             -             -    14,533,705 
                    --------------------------------------------------------
Effect of                                                                   
 exchange rate                                                              
 changes on                                                                 
 cash not held                                                              
 in U.S.                                                                    
 dollars                   37,045      (314,080)       26,420      (557,194)
Net (decrease)                                                              
 increase in                                                                
 Cash and Cash                                                              
 Equivalents           (1,978,192)   (2,588,317)   (7,340,494)    9,608,189 
Cash and Cash                                                               
 Equivalents,                                                               
 beginning of                                                               
 period                 4,342,043    14,193,591     9,704,345     1,997,085 
                    --------------------------------------------------------
Cash and Cash                                                               
 Equivalents,                                                               
 end of period        $ 2,363,851  $ 11,605,274   $ 2,363,851  $ 11,605,274 
                    --------------------------------------------------------
                    --------------------------------------------------------
                                                                            
See accompanying notes to the unaudited interim condensed consolidated      
 financial statements                                                       
                                                                            
                           TOUCHSTONE GOLD LIMITED                          
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 
       For the three and nine months ended 30 September 2012 and 2011       
            (Presented in U.S. dollars except per share amounts)            

NOTE 1 - NATURE OF OPERATIONS

Touchstone Gold Limited ("Touchstone Gold") and its wholly-owned subsidiaries, Touchstone Gold Holdings S.A. and Touchstone Colombia (collectively "the Company") is an exploration stage company engaged in the exploration and development of gold properties in Colombia.

Touchstone Gold was incorporated under the laws of the British Virgin Islands on 29 June 2009 and existed under the provisions of British Virgin Islands Companies Act, 2004, as Company number 1536599. On 7 September 2012, after the approval of a resolution by the Company's shareholders, the Company was redomiciled via a continuance of the Company from the British Virgin Islands to the province of Ontario, Canada, where a majority of the Board of Directors and the Company's officers are located. The registered head office of the Company is #200-83 Yonge Street, Toronto, Ontario Canada.

As a result of the acquisition further described in note 3, the wholly-owned subsidiaries controlled by the Company are as follows:


                                                            Jurisdiction    
                                                        --------------------
Touchstone Atlantis Mining Inc.                                Canada       
Touchstone Gold Holdings S.A.                                  Panama       
Touchstone Colombia (foreign branch)                          Colombia      
Placencia Corp.                                                Panama       
Saint Miguel Mining S.A.S                                     Colombia      
Concesiones United Gold S.A.S                                 Colombia      

On June 7, 2011, the Company's directors and shareholders approved a share re-organisation as a result, all per share amounts have been restated to reflect the share re-organisation.

On June 7, 2011, the Company completed a placing of new Ordinary Shares at a price of 27 pence per Ordinary Share, raising a total of approximately GBP 10,000,000 (U.S. $16,442,000). Additionally, 586,106 broker warrants were issued as part of the Placing.

These consolidated financial statements have been prepared using International Financial Reporting Standards ("IFRS") applicable to a going concern, which assumes that assets will be realized and liabilities will be settled in the normal course of business as they become due. Additionally, the consolidated financial statements have been prepared using the historical cost basis except for certain financial instruments, which are measured in accordance with the policies described below. The financial year-end for Touchstone Gold is December 31.

Statement of Compliance: These interim condensed consolidated financial statements are unaudited and have been prepared in accordance with IAS 34 "Interim Financial Reporting ("IAS 34") using accounting policies consistent with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and Interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The unaudited interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ended 31 December 2011.

The accounting policies applied in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those applied and disclosed in the Company's consolidated financial statements for the year ended 31 December 2011, except as described in note 2.

The preparation of the unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions about uncertain future events that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

The Company's interim results are not necessarily indicative of results for a full year.

The unaudited interim condensed consolidated financial statements of the Company for the three and nine months ended 30 September 2012 and 2011, have been prepared by management, reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on 29 November 2012.

NOTE 2 - ACCOUNTING CHANGES AND RECENT ACCOUNTING PRONOUNCEMENTS

On 1 January, 2012, the Company adopted the amendments required by IFRS 7 "Financial instruments - Disclosures" ("IFRS 7"). The amendments introduce new disclosure requirements for transfers of financial assets including disclosures for financial assets that are not derecognized in their entirety, and for financial assets that are derecognized in their entirety but for which continuing involvement is retained. The adoption of IFRS 7 did not have an impact on the Company's unaudited interim condensed consolidated financial statements.

Accounting pronouncements for the years beginning on 1 January 2013 and later are included in the Company's financial statements for the years ended 31 December 2011 and 2010.

NOTE 3 -ACQUISITIONS

Atlantis

On 10 September 2012, the Company completed the acquisition of all of the issued and outstanding common shares of Atlantis Gold Mines Corp. ("Atlantis"). Atlantis was the owner of certain gold exploration projects, located in Colombia.

The acquisition was completed pursuant to a three-cornered amalgamation, whereby a wholly-owned subsidiary of the Company amalgamated with Atlantis to form Touchstone Atlantis Mining Inc. All of the holders of Atlantis Shares received one common share of the Company for each Atlantis Share held. The Company issued a total of 59,108,300 shares in respect of the acquisition. Additionally, the Company assumed 6,975,000 Atlantis warrants outstanding. The warrants are exercisable for one common share of the Company at an exercise price of C$0.60 and expire on 15 November 2013.

The transaction resulted in the creation of a Colombian focused gold exploration company with an enlarged land package in a region with a history of high-grade gold discoveries and production.

The Atlantis portfolio encompasses a similar geological setting to Touchstone's Rio Pescado project and has shown numerous large gold anomalies with promising initial results. Previous exploration has identified several prospective targets for gold mineralization, an important addition to the existing exploration programme and upside potential, which Touchstone intends to explore further in the months ahead.

The cost of the acquisition is noted in the table below.


----------------------------------------------------------------------------
Consideration                                                               
----------------------------------------------------------------------------
Common shares issued                                           $ 11,406,764 
Payables funded                                                     691,626 
Transaction costs                                                 1,130,000 
----------------------------------------------------------------------------
Total consideration                                            $ 13,228,390 
----------------------------------------------------------------------------
                                                                            
----------------------------------------------------------------------------
Net assets acquired                                                         
----------------------------------------------------------------------------
Cash and cash equivalents                                           $ 4,637 
Other current assets                                                 44,425 
Equipment                                                            94,711 
Mineral interests                                                13,495,230 
Accounts payable                                                   (374,887)
Fair value of warrants assumed                                      (35,726)
----------------------------------------------------------------------------
Total consideration                                            $ 13,228,390 
----------------------------------------------------------------------------

Bolivar

On 5 March 2012, the Company entered into an option agreement with a private company to acquire a 90% interest in four mining concessions, over a total area of 57 square kilometres that together comprise the important Santa Rosa Project located in the well-known gold mining district in the south of the Bolivar Department, Colombia.

The material terms of the Agreement are summarised below:


--  Initial payment of US$59,000 to the current concession holders, a non-
    related private company, upon signing the option agreement; 
--  An additional payment of US$50,000 upon the mining concessions being
    registered to Touchstone Colombia on the National Mining Registry of
    Colombia; 
--  Four annual payments of US$327,750 that will commence one year after the
    mining concessions have been registered; 
--  US$1,000,000 in exploration expenditures on the property before earning
    the 90% interest; 
--  The Company has secured a right of first refusal to acquire the
    remaining 10% of the Santa Rosa Project. 

El Cinco

Subsequent to 30 September 2012, on 5 November 2012, the Company completed the acquisition of a 60% interest in the El Cinco property, through a wholly-owned subsidiary of the Company, which took effect on 2 November 2012, through the issue of 4,089,762 shares and an issue of a short-term convertible unsecured promissory note to the vendor for C$250,000.

NOTE 4 -PROPERTY, PLANT AND EQUIPMENT, NET


              Machinery             Computer and      Fleet and             
                    and     Office communication transportation             
Cost          equipment  equipment     equipment      equipment       Total 
              --------------------------------------------------------------
Balance at                                                                  
 December 31,                                                               
 2010           $26,518        $ -       $22,259        $60,722    $109,499 
Additions        81,458     84,517        53,833        280,472     500,280 
Foreign                                                                     
 exchange and                                                               
 other           (4,001)    (3,909)       (2,686)       (13,508)    (24,104)
              --------------------------------------------------------------
Balance at                                                                  
 December 31,                                                               
 2011          $103,975    $80,608       $73,406       $327,686    $585,675 
Additions         3,261     28,667        43,230            578      75,736 
Acquisition       6,140      4,454        17,545         66,572      94,711 
Foreign                                                                     
 exchange         7,803      9,196         6,056         24,650      47,705 
              --------------------------------------------------------------
Balance at                                                                  
 September 30,                                                              
 2012          $121,179   $122,925      $140,237       $419,486    $803,827 
              --------------------------------------------------------------
              --------------------------------------------------------------
                                                                            
              Machinery             Computer and      Fleet and             
Accumulated         and     Office communication transportation             
 depreciation equipment  equipment     equipment      equipment       Total 
              --------------------------------------------------------------
Balance at                                                                  
 December 31,                                                               
 2010          $ (1,316)       $ -      $ (3,685)      $ (5,914)  $ (10,915)
Depreciation    (12,216)   (23,816)      (26,863)       (47,739)   (110,634)
Foreign                                                                     
 exchange and                                                               
 other              576      1,101         1,275          2,261       5,213 
              --------------------------------------------------------------
Balance at                                                                  
 December 31,                                                               
 2011         $ (12,956) $ (22,715)    $ (29,273)     $ (51,392) $ (116,336)
Depreciation     (8,261)   (12,668)      (12,460)       (56,365)    (89,754)
Foreign                                                                     
 exchange          (938)    (1,653)       (2,147)          (713)     (5,451)
              --------------------------------------------------------------
Balance at                                                                  
 September 30,                                                              
 2012         $ (22,155) $ (37,036)    $ (43,880)    $ (108,470) $ (211,541)
              --------------------------------------------------------------
              --------------------------------------------------------------
                                                                            
Plant, and                                                                  
 equipment,                                                                 
 net                                                                        
December 31,                                                                
 2011           $91,019    $57,893       $44,133       $276,294    $469,339 
Balance at                                                                  
 September 30,                                                              
 2012           $99,024    $85,889       $96,357       $311,016    $592,286 

NOTE 5 - RELATED PARTY TRANSACTIONS

Compensation of Directors and management

For the three and nine months ended 30 September 2012, and 2011 the Company paid $63,366 and $191,221, respectively, in salaries and consulting costs to the Chief Executive Officer and Chief Financial Officer of the Company. For the three and nine months ended 30 September 2011, the Company paid $54,376 and $113,147, respectively.

For the three and nine months ended 30 September 2012, the Company incurred $226,633 and $1,092,277, respectively in geologic consulting costs to a Company owned by and controlled by an officer of the Company. For the three and nine months ended 30 September 2011, the Company incurred, $375,279 and $1,006,427, respectively. These transactions were in the normal course of operations and all transactions are measured at the exchange amount, which is the amount agreed to by the related parties and is recorded in professional and consulting fees.

For the three and nine months ended 30 September 2011, the Company paid $nil and $54,028, respectively in consulting fees to the former Chief Executive Officer of the Company.

For the three and nine months ended 30 September 2012, the Company paid $34,688 and $82,728, respectively in fees to a Director of the Company. The Company paid $28,121 for the three and nine months ended 30 September 2011.

A total of $542,776 and $1,027,097 in share-based payment expense was recognized in respect of options granted to Officers, Directors and employees of the Company for the three and nine months ended 30 September 2012, respectively. A total of $251,766 and $323,118 was recognized for the three and nine months ended 30 September 2011, respectively.

Commitments

In 2009, the Company entered into a contract with an employee of the Company for the purchase of a mining interest payable over a five year period as of the date of the registration of the mining interest on behalf of the Company. The total payable under the contract is $587,500.

Under the contract, the Company reserves the right to continue the agreement based on the results obtained from exploration, economical assessment and construction. At any time while the contract is in force the agreement may be terminated by the Company with no further payments required.

NOTE 6 - SHARE CAPITAL AND CAPITAL MANAGEMENT, STOCK OPTIONS AND SHARE-BASED PAYMENTS

Share capital

The Company is authorized to issue an unlimited number of shares with no par value.

In June 2011, the shareholders of the Company passed a written resolution to approving the following:


--  consolidation of all of the issued and outstanding Ordinary shares of
    the Company on the basis of one post consolidation share for each 40
    pre-consolidation shares. The result of the resolution was that the
    issued and outstanding shares was reduced from 124,919 to 3,123; 

--  immediately following the consolidation, reclassification of the 3,123
    ordinary shares into 2,630 A shares and 493 B shares; 

--  immediately following the share consolidation and reclassification, the
    issue of 13,307 bonus A shares for each existing A share held and 64,218
    bonus B shares for each existing B share, the result of which was that
    the aggregate number of shares issued and outstanding was then
    66,666,667; 

--  immediately following the bonus issue, the reclassification of both the
    A shares and B shares into 66,666,667 Ordinary Shares; and 

--  cancellation of the warrants issued in October 2010. 

As a result of the resolution described above, the share reserve premium made of $2,109,324 on the shares issued in October 2011 and $890,677 allocated to the warrants issued in October 2011 was reclassified to share capital.

In October 2010, the Company issued 19,724 warrants which had a term of one year, exercisable into one common share of the Company at an exercise price of $190.13. In valuing the warrants the Company used an interest rate of 0.21%, a volatility of 95% and a dividend yield of nil. As noted above, these warrants were cancelled in June 2011.

The following tables denote the movement in share capital and warrants to 30 September 2012.


                                               Common shares                
                               ---------------------------------------------
                                                              Share premium 
                                        Shares  Share capital       reserve 
                               ---------------------------------------------
31 December 2010                       124,919           $104   $ 2,109,324 
Share re-organisation               66,541,748      3,000,001    (2,109,324)
Issuance of common shares           37,037,038     14,371,785             - 
                               ---------------------------------------------
December 31, 2011                  103,703,705    $17,371,890           $ - 
Issued in respect of the                                                    
 acquisition of Atlantis            59,108,300     11,406,764               
                               ---------------------------------------------
September 30, 2012                 162,812,005    $28,778,654               
                               ---------------------------------------------
                               ---------------------------------------------
                                                                            
                                                         Warrants           
                                              ------------------------------
                                                                    Warrant 
                                                    Warrants        reserve 
                                              ------------------------------
31 December 2010                                      19,724        890,677 
Share re-organisation                                (19,724)      (890,677)
Issuance of warrants                                 586,106        161,920 
                                              ------------------------------
December 31, 2011                                    586,106      $ 161,920 
Assumed as part of the acquisition of Atlantis     6,975,000              - 
                                              ------------------------------
September 30, 2012                                 7,561,106       $161,920 
                                              ------------------------------
                                              ------------------------------

The warrants assumed as part of the acquisition of Atlantis are denominated in Canadian dollars. As the Company's functional currency is the US dollar, the fair value of the warrants is reflected as a derivative liability in the statement of financial position. The warrants were valued using a Black-Scholes valuation with a risk free interest rate of 0.5% an expected life of 1.2 years, a share price of 12.05p and a volatility of 65%. Changes in the fair value of the warrants are reflected in the statement of operations.

Stock options

A total of nil and 20,000 options were granted during the three and nine months ended 30 September 2012. The options have an expiry of June 2021, vest over a period ended June 2014 and have an exercise price of GBP 0.27.

During the three months and nine months ended 30 September 2012, a total of 7,404,023 were cancelled. As a result, the associated expense with the options that had not been previously recognized was recognized in the statement of operations during the three and nine months ended 30 September 2012.

As at 30 September 2012, the following options were outstanding.


     Number of Options          Exercise Price          Expiration Date     
----------------------------------------------------------------------------
         5,380,020                 GBP 0.27                June 2014        
--------------------------                                                  
         5,380,020                                                          

The remaining 5,380,020 options were cancelled subsequent to 30 September 2012.

Prior to the cancellation, during the three and nine months ended 30 September 2011, the Company issued 3,175,000 and 6,841,666 options.

Capital management

The Company includes equity, comprised of issued Ordinary Shares, options and warrants and deficit, in the definition of capital. The Company's primary objectives when managing capital are to safeguard the Company's ability to fund the exploration and development of its gold properties in Colombia.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size and stage of the Company is reasonable. The Company is not subject to other externally imposed capital requirements.

NOTE 7 - FINANCIAL INSTRUMENTS AND FINANCIAL RISK FACTORS

The Company has exposure to liquidity risk and foreign currency risk. The Company's risk management objective is to protect cash flow and, ultimately, shareholder value. Risk management strategies, as discussed below, are designed and implemented to ensure the Company's risks and the related exposure are consistent with the business objectives and risk tolerance.

Liquidity Risk: Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company manages its liquidity by ensuring that there is sufficient capital to meet short and long-term business requirements, after taking into account cash flows from operations and the Company's holdings of cash, cash equivalents, and short-term investments. The Company also strives to maintain sufficient financial liquidity at all times in order to participate in investment opportunities as they arise, as well as to withstand sudden adverse changes in economic circumstances.

Management forecasts cash flows for its current and subsequent fiscal years to predict future financing requirements. Future requirements may be met through a combination of credit and access to capital markets. At 30 September 2012, the Company had $2,363,851 (December 31, 2011 - $9,704,345) in cash and cash equivalents

Currency risk: The Company's expenditures are incurred in Colombian peso, British pounds, U.S. dollars and Canadian dollars. The results of the Company's operations are subject to currency transaction risk. As the Company's reporting currency is the U.S. dollar, fluctuations in the Colombian peso, British pound and Canadian dollar relative to the U.S. dollar will affect the results of the Company. A 10% change in foreign exchange rates would have an impact of approximately $67,500.

Credit risk: Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. As at September 30, 2012 the Company's credit risk is primarily attributable to cash. At September 30, 2012, the majority of the Company's cash was held with a reputable bank with a Standard and Poor's investment rating of AA-.

Interest rate risk: Interest rate risk is the risk borne by an interest-bearing asset or liability as a result of fluctuations in interest rates. Financial assets and financial liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company's most significant interest rate risk arises from its investments in cash equivalents. However, the maturity on these investments is less than ninety days, thereby mitigating the exposure to the impact of changing interest rates.

Fair Values: The Company's cash and cash equivalents, receivables and payables all had fair values which approximate their carrying values and are considered Level 2 in the fair value hierarchy.

NOTE 8 -LOSS PER SHARE

The following table details the weighted average number of outstanding common shares for the purposes of computing basic and diluted loss per common share for the three and nine months ended 30 September 2012 and 2011.

As noted previously, as a result of the share re-organisation, the Company has re-stated basic and diluted shares outstanding.


                   For the three months ended     For the nine months ended 
                                September 30,                 September 30, 
                ------------------------------------------------------------
                          2011           2010           2012           2011 
                ------------------------------------------------------------
Weighted average                                                            
 shares                                                                     
 outstanding -                                                              
 basic             116,553,335    103,703,705    112,332,654     82,268,350 
Dilutive effect                                                             
 of share                                                                   
 options and                                                                
 warrants                    -              -              -              - 
                ------------------------------------------------------------
Weighted average                                                            
 shares                                                                     
 outstanding -                                                              
 diluted           116,553,335    103,703,705    112,332,654     82,268,350 
Net loss          $ (2,333,138)  $ (2,428,495)  $ (7,705,380)  $ (7,187,452)
                ------------------------------------------------------------
Net loss per                                                                
 share - basic         $ (0.02)       $ (0.02)       $ (0.07)       $ (0.09)
Net loss per                                                                
 share - diluted       $ (0.02)       $ (0.02)       $ (0.07)       $ (0.09)
                ------------------------------------------------------------
                ------------------------------------------------------------

As a result of the losses for the three and nine months ended 30 September 2012 and 2011, there is no dilutive effect of options and warrants.

NOTE 9 - SEGMENT INFORMATION

The Company primarily operates in one reportable operating segment, being the development of mineral properties in Colombia. The Company also has an administrative office in Toronto, Canada. In order to determine reportable operating segments, the chief operating decision maker reviews various factors including geographical location, quantitative thresholds and managerial structure. Segmented information on a geographic basis is as follows:


                                      As at September 30  As at December 31,
Total assets                                        2012                2011
----------------------------------------------------------------------------
Colombia                                     $14,290,811            $635,227
Corporate                                      2,288,377           9,581,156
                                    ----------------------------------------
Total                                        $16,579,188         $10,216,383
                                    ----------------------------------------
                                    ----------------------------------------
                                                                            
                   For the three months ended     For the nine months ended 
                                September 30,                 September 30, 
Net loss                  2012           2011           2012           2011 
----------------------------------------------------------------------------
Colombia            $ (882,305)    $ (851,376)  $ (3,115,993)  $ (2,341,155)
Corporate           (1,450,833)    (1,577,119)    (4,589,387)    (4,846,297)
                ------------------------------------------------------------
Total             $ (2,333,138)  $ (2,428,495)  $ (7,705,380)  $ (7,187,452)
                ------------------------------------------------------------
                ------------------------------------------------------------

NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES

In 2009, the Company entered into a contract with an employee of the Company for the purchase of a mining interest payable over a five year period as of the date of the registration of the mining interest on behalf of the Company. The total payable under the contract is $587,500.

In 2009, the Company entered into a contract for the purchase of a mining interest payable over a five year period as of the date of the registration of the mining interest on behalf of the Company. The total payable under the contract is $2,000,000.

Under the contract, the Company reserves the right to continue the agreement based on the results obtained from exploration, economical assessment and construction. At any time while the contract is in force the agreement may be terminated by the Company with no further payments required.

Contacts:
Touchstone Gold
David Wiley
Chief Executive Officer
+1 647 260 1247

Canaccord Genuity Limited (Joint Broker
and Nominated Adviser)
Andrew Chubb
+44 20 7523 8350

Canaccord Genuity Limited (Joint Broker
and Nominated Adviser)
Adam Miller
+44 20 7523 8350

Northland Capital Partners Limited (Joint Corporate Broker)
Gavin Burnell
+44 20 7796 8800

Northland Capital Partners Limited (Joint Corporate Broker)
Edward Hutton
+44 20 7796 8800

Northland Capital Partners Limited (Joint Corporate Broker)
John-Henry Wicks
+44 20 7796 8800

College Group
David Simonson
+44 20 7457 2020

College Group
Anca Spiridon
+44 20 7457 2020

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

@ThingsExpo Stories
Connected devices and the Internet of Things are getting significant momentum in 2014. In his session at Internet of @ThingsExpo, Jim Hunter, Chief Scientist & Technology Evangelist at Greenwave Systems, examined three key elements that together will drive mass adoption of the IoT before the end of 2015. The first element is the recent advent of robust open source protocols (like AllJoyn and WebRTC) that facilitate M2M communication. The second is broad availability of flexible, cost-effective storage designed to handle the massive surge in back-end data in a world where timely analytics is e...
How do APIs and IoT relate? The answer is not as simple as merely adding an API on top of a dumb device, but rather about understanding the architectural patterns for implementing an IoT fabric. There are typically two or three trends: Exposing the device to a management framework Exposing that management framework to a business centric logic Exposing that business layer and data to end users. This last trend is the IoT stack, which involves a new shift in the separation of what stuff happens, where data lives and where the interface lies. For instance, it's a mix of architectural styles ...
The Internet of Things will put IT to its ultimate test by creating infinite new opportunities to digitize products and services, generate and analyze new data to improve customer satisfaction, and discover new ways to gain a competitive advantage across nearly every industry. In order to help corporate business units to capitalize on the rapidly evolving IoT opportunities, IT must stand up to a new set of challenges. In his session at @ThingsExpo, Jeff Kaplan, Managing Director of THINKstrategies, will examine why IT must finally fulfill its role in support of its SBUs or face a new round of...
We are reaching the end of the beginning with WebRTC, and real systems using this technology have begun to appear. One challenge that faces every WebRTC deployment (in some form or another) is identity management. For example, if you have an existing service – possibly built on a variety of different PaaS/SaaS offerings – and you want to add real-time communications you are faced with a challenge relating to user management, authentication, authorization, and validation. Service providers will want to use their existing identities, but these will have credentials already that are (hopefully) i...
Cultural, regulatory, environmental, political and economic (CREPE) conditions over the past decade are creating cross-industry solution spaces that require processes and technologies from both the Internet of Things (IoT), and Data Management and Analytics (DMA). These solution spaces are evolving into Sensor Analytics Ecosystems (SAE) that represent significant new opportunities for organizations of all types. Public Utilities throughout the world, providing electricity, natural gas and water, are pursuing SmartGrid initiatives that represent one of the more mature examples of SAE. We have s...
"Matrix is an ambitious open standard and implementation that's set up to break down the fragmentation problems that exist in IP messaging and VoIP communication," explained John Woolf, Technical Evangelist at Matrix, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, discussed how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money!
One of the biggest challenges when developing connected devices is identifying user value and delivering it through successful user experiences. In his session at Internet of @ThingsExpo, Mike Kuniavsky, Principal Scientist, Innovation Services at PARC, described an IoT-specific approach to user experience design that combines approaches from interaction design, industrial design and service design to create experiences that go beyond simple connected gadgets to create lasting, multi-device experiences grounded in people's real needs and desires.
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect at Hookflash, will walk through the shifting landscape of traditional telephone and voice services ...
Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using the URL as a basic building block, we open this up and get the same resilience that the web enjoys.
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series data. By focusing on enterprise applications and the data center, he will use OpenTSDB as an example t...
The Domain Name Service (DNS) is one of the most important components in networking infrastructure, enabling users and services to access applications by translating URLs (names) into IP addresses (numbers). Because every icon and URL and all embedded content on a website requires a DNS lookup loading complex sites necessitates hundreds of DNS queries. In addition, as more internet-enabled ‘Things' get connected, people will rely on DNS to name and find their fridges, toasters and toilets. According to a recent IDG Research Services Survey this rate of traffic will only grow. What's driving t...
Enthusiasm for the Internet of Things has reached an all-time high. In 2013 alone, venture capitalists spent more than $1 billion dollars investing in the IoT space. With "smart" appliances and devices, IoT covers wearable smart devices, cloud services to hardware companies. Nest, a Google company, detects temperatures inside homes and automatically adjusts it by tracking its user's habit. These technologies are quickly developing and with it come challenges such as bridging infrastructure gaps, abiding by privacy concerns and making the concept a reality. These challenges can't be addressed w...
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Architect for the Internet of Things and Intelligent Systems at Red Hat, described how to revolutioniz...
Bit6 today issued a challenge to the technology community implementing Web Real Time Communication (WebRTC). To leap beyond WebRTC’s significant limitations and fully leverage its underlying value to accelerate innovation, application developers need to consider the entire communications ecosystem.
The definition of IoT is not new, in fact it’s been around for over a decade. What has changed is the public's awareness that the technology we use on a daily basis has caught up on the vision of an always on, always connected world. If you look into the details of what comprises the IoT, you’ll see that it includes everything from cloud computing, Big Data analytics, “Things,” Web communication, applications, network, storage, etc. It is essentially including everything connected online from hardware to software, or as we like to say, it’s an Internet of many different things. The difference ...
Cloud Expo 2014 TV commercials will feature @ThingsExpo, which was launched in June, 2014 at New York City's Javits Center as the largest 'Internet of Things' event in the world.
SYS-CON Events announced today that Windstream, a leading provider of advanced network and cloud communications, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Windstream (Nasdaq: WIN), a FORTUNE 500 and S&P 500 company, is a leading provider of advanced network communications, including cloud computing and managed services, to businesses nationwide. The company also offers broadband, phone and digital TV services to consumers primarily in rural areas.
"There is a natural synchronization between the business models, the IoT is there to support ,” explained Brendan O'Brien, Co-founder and Chief Architect of Aria Systems, in this SYS-CON.tv interview at the 15th International Cloud Expo®, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The major cloud platforms defy a simple, side-by-side analysis. Each of the major IaaS public-cloud platforms offers their own unique strengths and functionality. Options for on-site private cloud are diverse as well, and must be designed and deployed while taking existing legacy architecture and infrastructure into account. Then the reality is that most enterprises are embarking on a hybrid cloud strategy and programs. In this Power Panel at 15th Cloud Expo (http://www.CloudComputingExpo.com), moderated by Ashar Baig, Research Director, Cloud, at Gigaom Research, Nate Gordon, Director of T...