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 direct and indirect subsidiaries controlled by the Company are as follows:
Jurisdiction ------------Touchstone Atlantis Mining Inc. CanadaTouchstone Gold Holdings S.A. PanamaTouchstone Colombia (foreign branch) ColombiaPlacencia Corp. PanamaSaint Miguel Mining S.A.S ColombiaConcesiones 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 consolidated financial statements are audited and have been prepared 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 consolidated financial statements of the Company for the years ended December 31, 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 April 1, 2013.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES, ACCOUNTING CHANGES AND RECENT ACCOUNTING PRONOUNCEMENTS
SIGNIFICANT ACCOUNTING POLICIES
Functional and presentation currency: All monetary references expressed in the financial statements and the notes thereto are in United States dollars. The functional currency of Touchstone Colombia, Saint Miguel S.A.S and Concesiones United Gold S.A.S is the Colombian peso. The remaining entities in the consolidated group have a functional currency of U.S. dollars. All financial information has been presented in U.S. dollars.