About Virgin Gold

 

Who we are

Since its founding in 1999, Virgin Gold Mining Corporation has grown quickly to become one of the world’s leading gold exploration and mining companies and a young, dynamic organization with a global reach and an international perspective. Based in Panama, an international offshore tax-free jurisdiction, Virgin Gold utilizes various offshore vehicles to facilitate its onshore business operations. This means we are able to generate good revenue and tax-free dividend to our shareholders worldwide.

With approximately 500 employees, Virgin Gold is efficiently managed, whereby everyone in the organization understands its mission, vision and corporate philosophies. Despite our tender age, Virgin Gold is better structured, and more prudently managed and financially viable than its peers, allowing it to optimally exploit any unforeseen volatility in the current financial market.

The executive boards are responsible for running the day-to-day operations of the corporation while the board of directors makes vital decisions and decides on major issues as advised by the various committees. The latter support the Board of Directors in assessing risks, setting remuneration, and monitoring the integrity of the financial statements. Meanwhile, both external and internal auditors collaborate closely to ensure every single operation achieves its objectives, shareholders enjoy maximum benefit and the corporation grows to greater heights.

Virgin Gold currently operates in parts of Africa and South America and is focused on growing shareholder value through joint ventures, acquisitions, exploration and the development of potentially large-scale gold projects.

What we aim

Vision

Virgin Gold, as well as being a truly enterprising and ambitious corporation, retains realistic and achievable expectations. Currently a global niche player, our long term vision is to become an industry leader in gold mining, manufacturing and trading sectors.

We aim to achieve this through cooperation, joint ventures, partnerships, acquisitions and exploration across all geographical locations. Virgin Goldaims to raise 3 to 5 billion dollars of working capital through issuing newConvertible Preferred Stocks to the global community within the next few years.

Mission

Our corporate mission is to build a sustainable mining business that consistently delivers top earning per share to stockholders while leading in terms of safety, environmental stewardship and corporate responsibility.

IPO

While an Initial Public Offering (IPO) is an interesting and lucrative proposal, it is not part of our short term goal. We are currently comfortable as a private corporation because it allows us more room in which to grow and compete. Based in a tax and business friendly offshore jurisdiction, Virgin Gold is better-placed and more flexibly able to invest in many onshore operations than its bigger peers. Our short term goal is to grow this corporation into a global industry leader and return good and consistent dividends to shareholders.

However, going public remains our medium term priority. We foresee ourselves launching an IPO by year 2015 if the environment is conducive. It will be very interesting when this materializes since millions of our private shareholders will hold public listed shares. Virgin Gold Convertible Preferred Stockholders will be able to convert their shares into public traded common shares. The shares to which they currently subscribe with Virgin Gold will potentially appreciate several times over after the IPO.

Corporate Values

Our values and principles help us on our journey towards sustainable development. By living according to our definedCorporate Value, we can meet the current needs of our organization and stakeholders, thus protecting, sustaining and enhancing human, natural and financial capital for the future.

  • People first
    We respect every individual. We draw strength from equal opportunity and diversity, while also supporting personal growth and development. We treat people’s lives and well-being as the key commodity for our organization’s future. We value human rights and all benefit from the entrepreneurial spirit of each individual. We will ensure all our people are kept informed of important company developments and issues.
  • Corporate citizenship
    We are committed to the highest ethical and governance standards in the industry. Commitment to our corporate responsibility will remain a key business priority for our organization.
  • High performance culture
    Virgin Gold is a result-oriented company; focusing relentlessly on delivering and executing high business objectives. We value innovation, adaptability and accountability in executing against our business strategy. Teamwork and continuous improvement is central to our business culture. Therefore, we recognize and reward excellence.
  • Financial discipline
    We will constantly be prudent with shareholders’ money, hence discipline is central to our financial management philosophy. We will always seek new, more efficient ways to use the company’s resources to the benefit of our stakeholders.
  • Integrity
    Above all, we are committed to integrity in all that we do; to our shareholders, partners, employees, society and community, always and everywhere.

Corporate Governance

The way we interact with our stakeholders is fundamental for our business and our success. We strive to act with integrity, responsibility, fairness, transparency and discretion at all times in order to secure the trust of our stakeholders.

Virgin Gold’s corporate governance complies with internationally accepted standards. We recognize the importance of good corporate governance and know that transparent disclosure of the same helps stakeholders assess the quality of the Group and our management and assists investors in their investment decisions.

  • Complying With Rules and Regulations
    We fully adhere to the principles and comply with the rules and regulations of any jurisdiction where we operate, with a few minor exceptions where the rules are not applicable to foreign parties.
  • Our Corporate Governance Framework
    Our corporate governance policies and procedures are laid out in a series of documents governing the organization and management of Virgin Gold Mining Corporation. The Board of Directors has adopted a set of Corporate Governance Guidelines aimed at explaining and promoting an understanding of our governance structure.
  • Managing Risk
    Our Risk Management function occupies a central role in our organization as it fosters a disciplined risk culture and creates appropriate transparency by providing a sound basis for the management to define a suitable risk profile. Risk Management is instrumental in ensuring a prudent and intelligent approach to risk-taking that appropriately balances risk and return and optimizes the allocation of capital throughout the corporation. Moreover, through a proactive risk management culture and the use of cutting-edge quantitative and qualitative tools we strive to minimize the potential for undesired risk exposure in our operations.
  • Committed to Compliance
    We strive ceaselessly to ensure that our employees maintain the highest standards of compliance with all legal, regulatory and internal requirements. Our employees are asked to observe strict standards of professional conduct at all times. Compliance considerations are critically important when selecting employees, developing training tools, and defining processes and rules and is a vital element of all our supervisory and control systems.
  • Rewarding Excellence
    We are committed to employing a compensation approach that rewards excellence, encourages personal contribution and professional growth and aligns the employees’ interests with those of Virgin Gold, thus motivating the creation of shareholder value. Long-term corporate success in the exploration, mining and trading industry depends on the strength of human capital, and our goal is to be the employer of choice in the markets and business segments in which we operate.

Standard & Policies

Virgin Gold’s standards and policies comply with most international laws, international corporate governance requirements and best practice. We maintain the highest standards of corporate governance, ethics and honesty in all our dealings, and operate in compliance with the law wherever we work.

Corporate Governance Guidelines

The Group’s corporate governance policies and procedures are defined in a series of documents governing the company organization and management. The Board of Directors of Virgin Gold has adopted a set of Corporate Governance Guidelines (PDF) aimed at explaining and promoting an understanding of its governance structures. These form the basis of a sound corporate governance framework and refer to other documents that regulate aspects of governance in greater detail.

Document Language Format Size Pages
Corporate Governance Guidelines English PDF 101 KB 6

Web Terms of Use

This section contains the Terms of Use of this website, www.vgmc.com, the official website of Virgin Gold Mining Corporation (VGMC). By accessing this website and any of its pages, one is agreeing and bound to these Terms.

Document Language Format Size Pages
Web Terms of Use English PDF 94 KB 3

Terms and Conditions

The “Terms and Conditions” outline every user’s obligations when they use the Virgin Gold website, its applications and Virgin Gold Mining Corporation’s products and services. Any user’s non-compliance with “Terms and Conditions” may result in his/her accounts and privileges been suspended indefinitely. Therefore all potential partners, clients and shareholders of Virgin Gold are requested to carefully understand the “Terms and Conditions” and even take legal advice before signing up. Virgin Gold’s “Terms and Conditions” are carefully established in order to protect the interests of the corporation, clients, partners, shareholders and other members of society in general.

Document Language Format Size Pages
Terms and Conditions English PDF 139 KB 6

Privacy Policy

All of Virgin Gold’ products and services are governed by our main “privacy policy”, which explains how we treat personal information.

Document Language Format Size Pages
Privacy Policy English PDF 113 KB 4

Executive Board

The Board of Directors generally delegates management authority and the power to implement its resolutions to management bodies or executive officers.

Board of Directors

The Board of Directors of Virgin Gold is responsible for the overall direction, supervision and control of the corporation.

Board of Directors of Virgin Gold Mining Corporation

Name Born Citizenship Function
Ricardo Luigi Oliviera 1956 Panama Chairman
Peter Torgensen 1961 Norway Board of Director
Bradley Nevis 1960 USA Board of Director
James Gibson 1968 United Kingdom Board of Director
Johann Hansen 1961 Denmark Board of Director

 

Honorary Chairman

Name Born Citizenship Function
Lucas M. Cookshank 1952 Canada Advisor

 

Corporate Secretary

William Richard Smith
President and Chief Executive Officer

Kenneth Elinger
Vice President of Finance
Kenneth Elinger
Vice President of Operation
Paulo Marcus Nolinski
Vice President of Legal and External Affairs
Stephan Karl Burke
Vice President of Exploration, Discovery and Development
Kierran P. Radosky
Chief Information Officer
Brutus Van Bommel
Vice President of Investor Relations
Matthew Jacobsen
Investor Relation Director (Central & South America)
J. Rafael de la Pena
Vice President of Health, Safety and Loss Prevention
Manos Zalayeta
Chief Sustainability Officer
Jamie Johnson
Chief Accounting Officer
Ruby Christensen
Chief Auditing Officer
Justin Wills
Vice President of Human Resource
Susan Crocker
Vice President of Risk Management
Manual Sanchez Enrique
Vice President of Business Creation
Robert Marcus Delaney

Committees

The Committees support the Board of Directors in assessing risks, setting remuneration, and monitoring the integrity of the financial statements.

  • Chairman’s and Governance Committee
    The Chairman’s and Governance Committee acts as an advisor to the Chairman and discusses a broad variety of topics in preparation for Board meetings.
  • Audit Committee
    The primary function of the Audit Committee is to assist the Board in fulfilling its oversight role by monitoring and assessing the integrity of the financial statements of the corporation.
  • Remuneration Committees
    The Remuneration Committee determines and/or recommends to the Board for approval the overall remuneration pools and the remuneration payable to the members of the Board, the Executive Board, the head of Internal Audit and certain other members of senior management.
  • Risk Committee
    The Risk Committee’s main duties are to assist the Board in assessing the different types of risk to which the Group is exposed, as well as its risk management structure, organization and processes.
  • Environmental, Health and Safety Committee
    This committee helps the Board ensure environmental and employee safety issues are complied with and implemented at every operational level.
  • Exploration and Business Development Committee
    The Exploration and Business Development Committee helps the board identify, evaluate and decide on a new investment front for the company.
  • Ad-hoc Committees
    Several ad-hoc committees that report directly to the Board are set up to address special and important issues that may affect the company periodically.

Remuneration

Virgin Gold adopts a holistic approach to human resources, recognizing that multiple factors — beyond remuneration alone — contribute to employee well-being. Through our “total reward strategy,” we work to balance all the factors contributing to employee satisfaction — including pay and benefits, and career development.

Principles and Objectives

 

Our approach to remuneration is:

  • Performance-based
  • Providing an incentive for employees to create long-term value; and
  • Aligned with the marketplace in which Virgin Gold operates.

These principles help achieve our objectives to:

  • support a merit-based performance culture, which differentiates and rewards excellent performance;
  • reward and recognize individual employee contributions;
  • attract and retain employees and motivate them to achieve results with integrity and fairness; and
  • ensure employees create sustainable long-term value for our shareholders.

 

Share-based awards are a key feature of our variable remuneration program and are designed to closely align the interests of employees and shareholders. We aim to remunerate employees long-term in line with the market, assuming our performance goals are met. We measure ourselves against our peer group of onshore and offshore exploration and mining companies, which is reviewed annually by management and the Remuneration Committee. The criteria used to define our peer companies for the Group as well as the divisions includes the following:

  • comparable scope and complexity of the business platform;
  • comparable business focus and mix;
  • common geographic footprint; and
  • companies with which we compete daily for business and talent.

 

Only by being an employer of choice can Virgin Gold attract the best and the brightest. We strive to retain talent by making our success and that of our employees a mutual goal. Over the past few years, we have greatly enhanced the career development framework to better assist employees in reaching their full potential. We also work to develop strong leaders, who are prepared to live our values, leverage opportunities, manage challenges, and coach and mentor others.

Audit

Auditing forms an integral part of our corporate governance. Both internal and external auditors have key roles to play by providing an independent assessment of the corporation’s operations and internal controls.

The internal audit performs an independent and objective assurance and consulting function that is designed to add value to Virgin Gold’s global operations. Using a systematic and disciplined approach, the Internal Audit team evaluates and enhances the effectiveness of the corporation’s risk management, control and governance processes.

The Internal Audit team is responsible for carrying out periodic audits in line with the auditing regulations approved by the Audit Committee. It regularly and independently assesses the risk exposure of Virgin Gold’s business activities, taking into account industry trends, strategic and organizational decisions, best practice and regulatory matters. Based on the results of its assessment, the Internal Audit team then develops detailed annual audit objectives, defining areas of focus and specifying resource requirements for approval by the Audit Committee.

As part of its efforts to achieve best practice, the Internal Audit team regularly benchmarks its methods and tools against those of its peers. In addition, it submits periodic internal reports and summaries to the management teams as well as to the Chairman of the Board and the Chairman of the Audit Committee. The Chief Auditing Officer reports to the Audit Committee at least quarterly and more frequently as appropriate. The Internal Audit team coordinates its operations with those of the external auditor for maximum effect.

Our Structure

 

Virgin Gold is structured into three global divisions:

  • Field Operation
  • Corporate Operation
  • Investors Relation

 

These three global divisions are complemented by Core Services, which provides support in the areas of finance, legal and compliance, risk management, customer service and information technology.

Recent Posts

Press Release Important VGMC

Siaran Pers

CPS-GOLD Clarification
October 12th, 2012
Dear Shareholders,Management would like to clarify a few issues with regards to CPS-GOLD that have been brought up by many shareholders in relation to our corporate restructuring plan that was announced on the 1st of October.

One:
All CPS-GOLD will be transferred from VGMC Panama to the PCEF by December 1st 2012. There will be a new website (the official website for the PCEF) for shareholders to log in and check their account statement. The transfer of CPS-GOLD to PCEF does not depend on whether or not a shareholder subscribes to CPS-PLATINUM. 

Two:
Management is not able to confirm whether CPS-GOLD in the PCEF can be transferred among shareholders. We do not foresee any obstacle to having this feature activated, but only the new management of the PCEF will be able to decide on and clarify this matter.

Three:
It is wrong to assume that CPS-GOLD has stopped paying monthly dividends to shareholders. It’s just that all dividends have been re-invested back into the company so that the share value will increase by 4-5 fold between now and listing. Management has taken a long-term view on this matter and we believe that shareholders will come to understand and appreciate this move once their shares are listed.

Four:
Shareholders in the PCEF will have the choice to exercise their option to convert their preferred shares into common shares that can be listed in the stock market. Shareholders who opt NOT to convert their shares will be grouped under a “Voluntary Asset Distribution” scheme whereby the non-listed assets of the company will be distributed to this group of shareholders. Complete details will be made available by the new management of the PCEF in December 2012.

Five:
The PCEF, registered in BVI, will have its operations office in Frankfurt, Germany. Details will be made available to shareholders in December 2012.

Thank you.

Regards,
Matthew Jacobsen
VGMC Vice President – Investor Relations

Restructuring of Virgin Gold Mining Corporation (1999 – 2012)
October 1st, 2012
Dear shareholders, employees and business associates,Virgin Gold started with a humble beginning in Panama in 1999. In 2010 we decided to offer Convertible Preferred Shares (CPS-GOLD) to raise capital for our gold mining ventures. We are proud to say that the CPS decision has brought huge success for both the company and our shareholders. While the company benefited from fresh investments to fulfil its growth potential, shareholders enjoyed good returns for the past three (3) years.

As promised, the time has come for us to take this corporation to the next level. The Board of Directors has unanimously approved the corporate restructuring of Virgin Gold Mining Corporation effective today, the 1st of October 2012.

   Virgin Gold Mining Corporation
Corporate Restructuring Diagram
Professional Closed-End Fund (BVI)
  • Listing in 12 – 15 months
  • Share price to appreciate 13 – 18% per month
  • Admin office – Frankfurt, Germany
  • Managed by a new professional corporate team
Transfer all Gold Mining Assets & CPS-GOLD
Virgin Gold Mining Corporation (Panama)
Transfer all Platinum Mining Assets
 Onshore Investment Vehicle
VGMC (Belize)
  • Offers CPS-PLATINUM
  • Admin office – Frankfurt, Germany
  • Managed by current corporate team
VG Resources Limited
  • Listed on GXG Market, Denmark
  • Involved in Large Mining Investment, Acquisitions and Mergers
  • Admin office – Frankfurt, Germany

Note: VGMC (Panama) will maintain normal operation for the next 12 months to facilitate and to complete this corporate restructuring.

As illustrated in the diagram above, Virgin Gold Mining Corporation (Panama) will be restructured into three (3) new entities.

1. A Professional Closed-End Fund (PCEF) based in the British Virgin Islands (BVI). All Gold Mining Assets, Mining Ventures and CPS-GOLD will be converted and transferred into this fund. A new professional corporate team has been set up to manage the PCEF. The PCEF will be in full operation by December 2012 and will be listed within the next 12-15 months

2. VGMC (Belize) will assume control of all the company’s Platinum Mining assets and continue to offer CPS-PLATINUM to all shareholders.

3. VG Resources Limited will be used as our corporate investment, acquisition and merger vehicles for all future mining ventures. VG Resources Ltd is a UK Corporation listed on GXG Markets. This is a regulated European wide market authorised by the Danish Financial Supervisory Authority.

On behalf of the management, I would like to take this opportunity to thank all our shareholders for their continuous support over the years. I firmly believe that the new corporate development will bring our group of companies to greater heights and fulfil every shareholder’s dream for financial freedom.

The end of today marks the beginning of another new chapter in our life.

Humbly & sincerely,

Kenneth Elinger
CEO – Virgin Gold Mining Corporation

CPS-PLATINUM
October 1st, 2012
Dear Shareholders,VGMC will be offering CPS-PLATINUM to all shareholders effective 2nd of October 2012 onwards.

All shareholders of VGMC are required to maintain a minimum of 10,000 CPS-PLATINUM in order for their accounts to remain active. Shareholders who do not meet this requirement are advised to take the necessary action any time before the 1st of December 2012 to prevent the closing of the account. Requests to re-activate a closed account will not be entertained thereafter.

Below is a list of key information in regard to CPS-PLATINUM:

1. Offer Price:
• USD1.00 per CPS-PLATINUM – October 2012
• USD0.05 increment per month thereafter

2. Normal and new shareholders are allotted 10,000 CPS-PLATINUM while Premier Shareholders may subscribe up to a maximum of 50,000 shares in October 2012. This quota is expected to be higher in the following months.

3. Monthly Dividend – 1 troy ounce (oz.) of Platinum per 10,000 CPS-PLATINUM.

4. Shareholders who already own CPS-PLATINUM but have less than 10,000 shares only need to subscribe to the difference to activate their account. Otherwise, the balance CPS-PLATINUM in their account will automatically be un-subscribed by the 1st of December 2012, followed by the closure of the shareholder account.

5. Platinum Trading Margin of equivalence to Subscription amount (Number of CPS-PLATINUM x price per share) will be allocated to all shareholders from the 2nd of October 2012 onwards. All current CPS-PLATINUM holders who have subscribed earlier will also be allotted the same trading margin.

6. Active shareholders (minimum: 10, 000 CPS-PLATINUM) will be able to enjoy group bonus and referral incentive as specified in shareholder’s account “2.11 Group Plan” and “2.21 Referral Plan” from October 2012 onwards.

7. Group and Referral Structure for CPS-PLATINUM is a continuation of CPS-GOLD for all active shareholders. Shareholders who do not activate their account will not be eligible for Referral Incentive (paid at real-time) and Group Bonus (monthly payment).

The objective of CPS-PLATINUM is to give shareholders contractual monthly dividend and long-term asset appreciation. The true goal of CPS-PLATINUM however is to be publicly listed and we anticipate to see this goal achieved in 2016.

Thank you.

Regards
Kenneth Elinger
CEO – Virgin Gold Mining Corporation

Convertible Preferred Shares (CPS) – GOLD
October 1st, 2012
Dear Shareholders,Virgin Gold Mining Corporation (Panama) will cease the offering of CPS – GOLD effective today, 1st October 2012. VGMC (Panama) will swap all its gold mining assets to a Professional Closed-End Fund (PCEF) registered in the British Virgin Islands (BVI). A new professional corporate team has been set up to manage the PCEF. All CPS-GOLD holders in VGMC will have their shares and options transferred to this new investment vehicle designed specifically for public listing purposes.

The Net Asset Value (NAV) per share of the PCEF will be audited and published on a monthly basis. In a nutshell, the PCEF is a structured pre-listing step for CPS-GOLD holders.

To simplify and further clarify the new development, below is a list of points for your understanding:

1. VGMC (Panama) stops offering CPS-GOLD effective today, 1st of October 2012.

2. VGMC (Panama) is switching all its mining interests and assets into a Professional Closed-End Fund (PCEF) based in the British Virgin Islands (BVI).

3. In consideration of the entire asset swap, CPS-GOLD shares will also be transferred from VGMC (Panama) to the PCEF based in the BVI.

4. The reason for this exercise is to:
- Create corporate transparency for all financial dealings and asset accountability in accordance with listing requirements.
- Get public listed within the next 12 – 15 months.

5. The PCEF will be in full operation after the transfer of all assets and shares from VGMC (Panama) are completed, which is expected to be on the 1st of December 2012. Shareholders will be able to see all their shares and options statement in the PCEF through the PCEF website.

6. The value of shares in the PCEF is forecasted to start at USD2.50 (or other currency in equivalent value) in December 2012. The Net Asset Value (NAV) of shares in the PCEF will be audited and accounted by certified public accounting firm on a monthly basis to show full corporate accountability and transparency.

7. All monthly dividends will be re-invested into the company’s operation to create a larger and stronger mining corporation. This will benefit the shareholders as the Net Asset Value (NAV) per share will increase in compound value by 13-18% per month until listing.

8. Shareholders who elect not to have their shares listed when the listing offer documents are ready by the end of 2013 may opt for a “Voluntary Asset Distribution”. Non-listed assets may be distributed to shareholders who opt not to have their shares listed.

9. The PCEF is expected to be listed by the end of 2013 at an estimated price of not less than USD10 per share. In brief, VGMC shareholders can anticipate their assets to appreciate approximately 5 times (last CPS-GOLD price subscribed by shareholders in September 2012 is USD1.70 per share) between now and the listing date.

10. Shareholders will be asked to download a Self Declaration Form and notarize it together with a copy of their Local ID Card or Passport and a Proof of Address. This set of documents must be sent to the company as part of the listing requirements. Further details will be announced later this month.

11. How we convert CPS-GOLD from VGMC (Panama) to the PCEF in BVI:

• Gold Trading module will be stopped and losses absorbed by the company.
• All Gold balance in VGMC shareholders’ gold account are automatically converted to credits on 1st October 2012.
• Group Bonus for September is paid on 1st October 2012.
• The last day of payment for CPS-GOLD dividend is 30th September 2012(Dividend due on 31st has also been paid on 30th September 2012).
• As there will be no Gold and Credit Account in the PCEF, all credit balances will be automatically converted to CPS-GOLD shares at the rate of USD1.70 per share on the 1st of October 2012. Unfortunately we are unable to offer any alternatives to this process and while we understand that not all shareholders will be in favour of the decision, the management strongly believes that the long-term benefits will outweigh the disadvantages. We urge all shareholders to take a long-term view in this matter, as we expect shares in PCEF to increase five (5) fold within the next 12-15 months, much to the advantage of the shareholders.
• Internal auditing starts on 1st October 2012, so all CPS-GOLD will be converted to PCEF share within the next 60 days.
• All VGMC (Panama) Gold Mining Assets are to be audited and transferred to the PCEF (BVI) effective 1st October 2012
• PCEF share is expected to be valued at USD2.50 per share in December 2012 and increased by a compound value of 13 -18% per month until listing within the next 12 – 15 months.

12. Our investment bankers, financial and audit consultants will be advising the company and shareholders on the PCEF listing jurisdiction and other requirements in the later part of 2013.

13. Any other details will be clarified when the PCEF is in full operation by the 1st of December 2012.

The management urges shareholders to exercise patience and understanding with regard to this exciting development.

Regards

Kenneth Elinger
CEO – Virgin Gold Mining Corporation

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