Consolidated Interim Financial Statements
Six Months Ended June 30, 2005

(Prepared by Management)




In accordance with National Instrument 51-102 released by the Canadian Securities Administrators the Company discloses that its external auditors have not reviewed the unaudited financial statements for the period ended June 30, 2005 in accordance with Section 7050 of the CICA Handbook.

[Also available as a PDF File (232K)]






NEW GUINEA GOLD CORPORATION
Consolidated Balance Sheets
As at June 30, 2005 and December 31, 2004
(June 30, 2005 - unaudited - Prepared by Management)


June 30, 2005

December 31, 2004



(Audited)

$

$
ASSETS
Current assets



Cash and short-term deposits
3,280,030


4,980,293

Amounts receivable
421,359


279,255

Prepaid expenses
1,450


1,450

Marketable securities
147,600


147,600

Due from related parties
162,350


-


4,012,789

5,408,598




Mining deposits receivable
53,336

30,683




Equipment
812,227

795,178




Mineral properties
3,705,202

2,081,433

8,353,554

8,315,892

LIABILITIES

Current liabilities



Accounts payable and accrued liabilities
297,191

225,312
Due to related parties
492,572


36,716


789,763

262,028




SHAREHOLDERS' EQUITY

Share capital
18,614,693

18,614,693




Contributed surplus
1,377,656

1,197,018




Deficit
(12,198,558)

(11,757,847)

7,793,791

8,053,864

8,353,554

8,315,892

Approved by the Board of Directors:

"Robert D. McNeil"

"Judith O'Quinn"
Director

Director

The accompanying notes are an integral part of these consolidated financial statements.


NEW GUINEA GOLD CORPORATION
Consolidated Statements of Operations and Deficit
For the Three and Six Months Ended June 30,


6 Months Ended June 30, 2005
3 Months Ended June 30, 2005
6 Months Ended June 30, 2004
3 Months Ended June 30, 2004

$
$
$
$
Expenses




Amortization
108,796

92,562

23,429

23,144

Bank charges and interest
1,259

563

22,172

14,903

Foreign exchange loss/(gain)
(38,368)

(72,922)

65,530

88,703

General exploration
-

-

212

212

Insurance
23,099

16,672

--

-

Office
16,677

6,246

17,889

1,538

Professional fees
23,686

15,160

21,269

20,723

Repairs and maintenance
38,296

23,956

--

-

Rent
11,486

6,582

6,705

3,383

Shareholder communications
57,573

43,353

47,567

47,372

Stock-based compensation
180,638

103,289

--

--

Transfer agent and regulatory
11,944

5,058

28,934

15,850

Travel and accommodation
11,111

1,587

-

-

Wages and benefits
208,952

144,733

55,810

34,522

Write-down of mineral properties

-

-

15,551

15,551





Loss before other items
(655,149)
(386,839)
(305,068)
(265,901)





Other items:




Interest income
105,962

22,893

9,276

6,272

Other income
108,476

108,476

-

-






Net loss for the period
(440,711)
(255,470)
(295,792)
(259,629)





Deficit, beginning of period
(11,757,847)
(11,943,088)
(10,902,007)
(10,938,170)





Deficit, end of period
(12,198,558)
(12,198,558)
(11,197,799)
(11,197,799)





Loss per share
(0.01)
(0.01)
(0.01)
(0.01)





Weighted average number of common shares outstanding

64,913,496

64,913,496

47,544,778

49,040,890

The accompanying notes are an integral part of these consolidated financial statements.


NEW GUINEA GOLD CORPORATION
Consolidated Statements of Cash Flows
For the Three and Six Months Ended June 30,

Cash provided by (used for):
6 Months Ended June 30, 2005
3 Months Ended June 30, 2005
6 Months Ended June 30, 2004
3 Months Ended June 30, 2004

$
$
$
$

Operating Activities





Net loss for the period
(440,711)

(255,470)

(295,792)

(259,629)

Adjustment for items not involving cash




Amortization
108,796

92,562

23,421

23,136

Amortization on loan bonus
-

-

17,500

13,750

Stock-based compensation
180,638

103,289

15,551

15,551

Write-down mineral properties
-

-
-
-

(151,277)
(59,619)
(239,320)
(207,192)





Changes in non-cash working capital items:




Amounts receivable
(142,104)

(183,248)

(61,000)

(166,500)

Prepaid expenses
-

-

2,223

(1,450)

Accounts payable and accrued liabilities
71,879

(140,605)

(14,827)

4,121

Due from related parties
(162,350)

(20,647)

(47,993)

(47,993)

Due to related parties
455,855

469,085

(455,256)

(395,685)


72,003
64,966
(816,173)
(481,699)





Investing Activities




Purchase of equipment
(125,845)

(6,596)

(271,383)

(111,620)

Joint venture advances
-

-
(201,425)

(201,425)

Mineral property expenditures
(1,623,768)

(947,689)

(394,078)

(183,552)

Mining deposits
(22,653)

(22,279)

-
-

(1,772,266)
(976,689)
(866,886)
(496,597)










Financing Activities




Common shares issued
-

-

533,638

242,606


-
-
533,638
242,606





Increase in cash during the period
(1,700,263)
(911,598)
(1,149,210)
(742,296)





Cash - beginning of period
4,980,293
4,191,628
2,838,230
2,431,316





Cash - end of period
3,280,030
3,280,030
1,689,020
1,689,020

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
There were no such activities during the six-month period ended June 30, 2005.

During 2004, the Company:

  • Issued 1,400,000 common shares valued at $560,000 for the acquisition of 50% of Kanon Resources (refer to note 8).
  • Received 200,000 common shares of Vangold valued at $104,000 as an option payment for mineral property, of which 20,000 shares ($10,400) were assigned to a third party as a finder's fee.
  • Issued 150,000 common shares valued at $67,500 for financing fees.

The accompanying notes are an integral part of these consolidated financial statements


NEW GUINEA GOLD CORPORATION
Consolidated Schedule of Deferred Mineral Property Costs



Balance
December 31,
2004


Expenditures
(Write-offs or
Recoveries)


Balance
June 30,
2005



$

$

$

Mt. Sinivit







Acquisition costs

194,026

3,851

197,877
Exploration costs






Salaries, Wages and Fees

98,393


26,863


125,256

Travel & Accommodation

32,636


13,625


46,261

Geological Services & Investigations

55,841


25,359


81,200

Field Supplies and Services

73,707


8,212


81,919

Community compensation

17,483


3,724


21,207

Field office

30,687


8,369


39,056



502,773

90,003

592,776

Normanby







Acquisition costs

11,577

-

11,577
Exploration costs






Drilling

175,423


365,925


541,348

Salaries, Wages and Fees

85,191


77,970


163,161

Travel & Accommodation

25,821


36,149


61,970

Geological Services & Investigations

62,522


-


62,522

Field Supplies and Services

265,760


41,400


307,160

Community compensation

6,276


876


7,152

Field office

36,683


16,306


52,989



669,253

538,626

1,207,879

Sehulea







Acquisition costs

38,376

-

38,376
Exploration costs






Drilling

28,672


-


28,672

Salaries, Wages and Fees

30,375


8,061


38,436

Travel & Accommodation

3,966


1,947


5,913

Geological Services & Investigations

14,355


10,879


25,234

Field Supplies and Services

30,701


-


30,701

Community compensation

4,163


-


4,163

Field office

5,807


1,970


7,777

Write down of mineral right costs

(8,264)


-

(8,264)



148,151

22,857

171,008

Feni







Exploration costs






Salaries, Wages and Fees

19,745

-

19,745
Travel & Accommodation

20,461


-


20,461

Geological Services & Investigations

409


-


409

Field Supplies and Services

47,461


-


47,461

Community compensation

460


-


460

Field office

20,822


-


20,822

Option payments received

(147,600)


-


(147,600)



(38,242)

-

(38,242)

Mt. Nakru







Acquisition costs

2,630

1,113

3,743
Exploration costs






Salaries, Wages and Fees

26,929


11,603


38,532

Travel & Accommodation

10,997


10,542


21,539

Geological Services & Investigations

1,324


7,497


8,821

Field Supplies and Services

49,567


12,419


61,986

Community compensation

25


12


37

Field office

5,982


2,533


8,515

Write down of mineral right costs

(32,307)

-

(32,307)


65,147

45,719

110,866







Mt. Simuku







Acquisition costs

60,370

-

60,370
Exploration costs






Salaries, Wages and Fees

60,224


42,692


102,916

Travel & Accommodation

20,106


67,878


87,984

Geological Services & Investigations

39,091


54,912


94,003

Field Supplies and Services

77,654


43,846


121,500

Community compensation

2,575


-


2,575

Field office

13,178


9,707


22,885

Write down of mineral right costs

(34,288)


-

(34,288)



238,910

219,035

457,945







Mt. Penck







Acquisition costs


15,692


3,532


19,224

Exploration costs







Drilling

130,008


-


130,008

Salaries, Wages and Fees

38,370


9,198


47,568

Travel & Accommodation

12,552


2,635


15,187

Geological Services & Investigations

26,332


16,600


42,932

Field Supplies and Services

91,790


7,480


99,270

Community compensation

2,883


-


2,883

Field office

31,270


616


31,886



348,897

40,061

388,958







Mt. Allemata







Acquisition costs

15,761

3,729

19,490
Exploration costs






Salaries, Wages and Fees

21,029


68,868


89,897

Travel & Accommodation

3,933


35,441


39,374

Geological Services & Investigations

17,097


124,515


141,612

Field Supplies and Services

25,458


76,405


101,863

Community compensation

435


3,129


3,564

Field office

7,288


24,372


31,660



91,001

336,459

427,460

Other







Acquisition costs

61,313

4,350

65,663
Exploration costs






Salaries, Wages and Fees

41,406


40,903


82,309

Travel & Accommodation

23,403


29,635


53,038

Geological Services & Investigations

32,918


28,278


61,196

Field Supplies and Services

28,811


18,713


47,524

Community compensation

5,004


-


5,004

Field office

14,724


7,896


22,620

Write down of mineral right costs

(5,051)


-


(5,051)



202,528

129,775

332,303







Operating fees and other recoveries

(146,985)

201,224

54,249







Total mineral properties


2,081,433

1,623,769

3,705,202

NEW GUINEA GOLD CORPORATION
Notes to Consolidated Financial Statements
Six Months Ended June 30, 2005

1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

The Company is incorporated in the Yukon Territory, Canada, and is involved in the acquisition, exploration and development of mineral properties in Papua New Guinea. At the date of these consolidated interim financial statements the Company has not yet determined whether any of its mineral properties contain economically recoverable mineral reserves. Accordingly, the carrying amount of deferred mineral exploration costs represents expenditures made to date and does not necessarily reflect present or future values. The recovery of these costs is dependent upon the discovery of economically recoverable mineral reserves and the ability of the Company to obtain the necessary financing to complete exploration and development work and to resolve any environmental, regulatory, or other constraints, which may hinder the successful exploitation of its mineral properties or dispose of its interests on an advantageous basis.

The Company does not generate cash flow from operations. In order to pay for future work performed on its mineral properties and administrative costs, the Company will need to raise additional funds through future issuances of securities. Although the Company has been successful in raising funds in the past, there can be no assurance the Company will be able to raise sufficient funds in the future, in which case the Company may be unable to meet its obligations as they come due in the normal course of business. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts disclosed on the balance sheet.

The accompanying unaudited consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles. These interim financial statements should be read in conjunction with the Company's annual audited financial statements as at the year-end December 31, 2004. All material adjustments, which, in the opinion of management are necessary for a fair presentation of the results, have been reflected. The results for the three and six months ended June 30, 2005 are stated utilizing the same accounting policies and methods of application as the most recent annual financial statements, but are not necessarily indicative of the results to be expected for a full year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Macmin (PNG) Ltd. ("Macmin"), and its proportionate 50% interest in the accounts of Kanon Resources Ltd. ("Kanon"). References to the Company included herein are inclusive of the Canadian parent company, Macmin and Kanon.

b) Financial Instruments
The Company's financial instruments consist of current assets and current liabilities whose fair values approximate their carrying values due to their short-term nature. Financial risk is the risk arising from fluctuations in foreign currency exchange rates. The Company does not use any derivative or hedging instruments to reduce its exposure to fluctuations in currency exchange rates.

c) Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of any contingent assets and liabilities as at the date of the financial statements as well as the reported amounts of expenses incurred during the period. Significant areas requiring the use of management estimates include the determination of potential impairments of asset values, and rates for amortization of equipment, as well as the assumptions used in determining the fair-value of non-cash stock-based compensation. Actual results could differ from those estimates.

d) Mineral Property Costs
Costs incurred to acquire a mineral property and costs of exploration, development and direct field support are deferred until the property to which they relate are placed into production, sold or abandoned. These deferred costs will be amortized over the estimated useful life of the property following commencement of production, or written-off if properties are sold, allowed to lapse or abandoned. Administration costs and other exploration costs that do not relate to a specific property are expensed as incurred.

Cost includes the cash consideration and the fair value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements or joint ventures, whereby payments are made at the sole discretion of the Company, are recorded in the accounts when the payments are made. Proceeds from options granted by the Company are to be netted against the accumulated deferred cost of the related mineral property with any excess being included in earnings.

Management reviews the carrying amounts of mineral properties on a periodic basis and will recognize impairment in value based upon current exploration results and upon management's assessment of the probability of profitable exploitation of each property or realizable value from disposal of each property. Management's assessment of each property's estimated fair value is also based upon a review of other mineral property transactions that have occurred in the same geographic area as that of the properties under review.

e) Translation of Foreign Currencies
The Company translates the results of from foreign operations as follows: monetary items are translated at the rate of exchange in effect at the balance sheet date, non-monetary items at average rates in effect during the period in which they are incurred and expenses are translated at average rates in effect during the period, except for amortization, which is translated using historical rates. Gains and losses resulting from the fluctuations in foreign exchange rates are included in the determination of income.

f) Equipment
Equipment is carried at cost less accumulated amortization. Amortization is provided over the estimated useful life of each type of equipment using the declining balance method at annual rates varying from 20% to 30%.

g) Share Capital
Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the shares on the TSX Venture Exchange on the date of the agreement to issue the shares. Costs incurred to issue shares are deducted from share capital.

h) Income Taxes
Income tax liabilities and assets are recognized for their tax consequences attributable to differences between the amounts reported on the financial statements and their respective tax bases, using enacted income tax rates. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period in which the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

i) Marketable securities
Marketable securities are carried at the lower of cost and market value.

j) Stock-based Compensation
Effective July 1, 2003, the Company adopted the fair value method of accounting for stock options granted to employees and directors, as recommended by Section 3870 (Stock-Based Compensation and Other Stock Based Payments) of the Canadian Institute of Chartered Accountants' Handbook ("CICA 3870"). CICA 3870 provides alternative methods of transition for the adoption of the fair value method and, as permitted, the Company has elected prospective application, which allows the fair value method to be applied to stock options granted, modified or settled on or after July 1, 2003 to employees and directors.

The fair value of stock options is determined using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company's common shares and for the expected life of the options.

For stock options granted to other than employees and directors, the Company applies the fair value method.

k) Loss Per Share
Basic earnings per share are computed by dividing the net loss by the weighted average number of common shares outstanding during the year. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of outstanding options and warrants is reflected in earnings per share by application of the treasury stock method. Basic and fully diluted losses per share are the same in the current financial statements.

l) Asset Retirement Obligations
The fair value of a liability for an asset retirement obligation is recognized when a reasonable estimate of its fair value can be made. The asset retirement obligation is recorded as a liability with a corresponding increase to the carrying amount of the related long-lived asset. Subsequently, the asset retirement cost is allocated to expenses using a systematic and rational method and is adjusted to reflect period-to-period changes in the liability resulting from the passage of time and revisions to either timing or the amount of the original estimate of the undiscounted cash flow. As at June 30, 2005 the Company does not have any asset retirement obligations.

m) Impairment of Long-Lived Assets
Long-lived assets are assessed for impairment when events and circumstances warrant. The carrying value of a long-lived asset is impaired when the carrying amount exceeds the estimated undiscounted net cash flow from use and fair value. In that event, the amount by which the carrying value of an impaired long-lived asset exceeds its fair value is charged to earnings.


3. COMPARATIVE FIGURES

Certain of the balances from 2004 have been reclassified in conformity with the financial statement presentation adopted in the current year.


4. MARKETABLE SECURITIES

The Company's marketable securities at June 30, 2005 consist of 360,000 shares of Vangold Resources Ltd. with a fair market value of $104,000 and a book value of $147,600


5. MINING DEPOSITS RECEIVABLE

These amounts are comprised of refundable deposits pledged with the Papua New Guinea Mining Department for the Company's mineral tenements.


6. EQUIPMENT

2005

2004


Cost

Accumulated
Amortization

Net Book
Value

Net Book
Value

$

$

$

$
Equipment
1,017,854

209,783

808,071

347,071
Furniture and fixtures
11,965

7,809

4,156

2,785

1,029,819

217,592

812,227

349,855

7. SHARE CAPITAL AND RELATED INFORMATION

a) Authorized:
100,000,000 common shares without par value

b) Issued and outstanding:


2005

2004

Number of
Shares
Amount
$

Number of
Shares
Amount
$






Balance, beginning of year
64,913,496
18,614,693

44,649,509
12,940,207
Issued for:





Short-form offering
-
-

1,400,000
7,475
Exercise of warrants
-
-

2,398,487
302,714
Exercise of options
-
-

1,188,259
237,731
Financing costs
-
-

-
(6,837)
Balance, end of period
64,913,496
18,614,693

49,636,405
13,481,320

c) Stock options

Stock option activity for the six months ended June 30, 2005 and 2004:


2005

2004

Number of
Options
Weighted average
exercise price

Number of
Options
Weighted average
exercise price


$


$
Balance - beginning of period
3,615,000
0.45

3,228,409
0.36
Granted
1,570,000
0.23

-
-
Exercised
-
-

(1,188,259)
0.20
Expired

-

(255,000)
0.15
Balance - end of period
5,185,000
0.38

1,785,000
0.49

The fair value of stock options and warrants granted during 2005 and 2004 are estimated on the date of their grant using the Black-Scholes option pricing model using the following assumptions:


2005
2004
Risk-free interest rate
3.4%
3.4%
Estimated volatility
95%
95%
Expected lives
2 to 5 years
1 to 5 years

Option pricing models require the use of estimates and assumptions including the expected volatility. Changes in the underlying assumptions can materially affect the fair value estimates and, therefore, existing models do not necessarily provide a reliable measure of the fair value of the grant of the Company's stock options.

Amounts expensed as stock-based compensation are credited to contributed surplus. On exercise, the amounts originally credited to contributed surplus are credited to share capital.

d) Warrants
Warrants outstanding at June 30, 2005:

Number of warrants
Exercise Price
Expiry Date

$

1,709,672
0.45
December 29, 2005*
6,909,500
$0.55
October 29, 2006
100,000
$0.55
November 18, 2006
8,719,172


*Extended from December 29, 2004

8. ACQUISITION OF 50% INTEREST IN KANON REOURCES LTD.

On February 25, 2004, the Company acquired a 50% interest in Kanon Resources Ltd. (Kanon), a private Papua New Guinea company which owns five exploration projects in New Guinea, by the issue of 1,400,000 shares valued at $7,475, cash payments of 70,000, and the granting of an 8% carried interest in any mine developed in the future by Kanon, subject to the Company retaining the option to acquire 50% of the carried interest (4%) for $1,000,000.

Kanon was controlled by parties related to management of the Company.


9. ACQUISITION OF MACMIN (PNG) LTD.

On March 31, 2003, the Company acquired 100% of Macmin (PNG) Limited, a wholly-owned exploration stage subsidiary of Macmin Silver Ltd, the Company's controlling shareholder, by the issue to Macmin Silver Ltd. of 2,250,000 of its common shares. Macmin (PNG) Limited was the Company's joint venture partner on some of its Papua New Guinea properties and owned a 75% interest in them. The operations of Macmin (PNG) Ltd. have been included in these financial statements since the date of its acquisition by the Company.


10. MINERAL PROPERTIES

The Company's mineral properties are all located in Papua New Guinea.

The Company has a 100% interest in five, a 90% interest in two, a 60% interest in one, and a 50% interest in 4 exploration projects in Papua New Guinea through its wholly-owned subsidiary Macmin PNG and its 50% owned subsidiary Kanon Resources Ltd. (refer to notes 8 and 9). The Company is conducting operations on the Sinivit, Normanby, Sehulea, Simuku, and Mt. Penck Projects.

These projects are subject to a 1% Net Smelter Royalty (NSR) payable, and the issue of 9% of the Company's issued share capital to Macmin PNG at the time that any mine is developed on these properties and production is achieved in excess of 50,000 ounces of gold or equivalent in any year.


Sinivit
The Sinivit property is held under three titles in which Macmin PNG, acquired by the Company, has a direct 90% equity interest and a further 2.5% indirect equity interest.

Normanby
The Normanby Licence covers approximately 68 square kilometres on Normanby Island, Milne Bay Province.

Sehulea
The Sehulea Project covers approximately 30 square kilometres in the eastern part of Normanby Island, in Milne Bay Province, adjacent to the Normanby Project.

Simuku
The West New Britain Porphyry Copper/Gold Project covers four exploration licenses totaling 3,093 square kilometers.

Mt Penck
The Company has elected to earn a direct 20% interest in the Mt. Penck property by funding the first CDN$300,000 worth of exploration. The Company has completed its earn in and has an effective 60% interest in the property. The Mt. Penck exploration licence covers 102.6 square kilometres in area and is 55 kilometres west of Kimbe in the West New Britain Province.

The Company has optioned out the following projects:

Crater Mountain

  • Optioned by agreement dated January 6, 2004 to Celtic Minerals Ltd., a TSX Venture-listed company, which can acquire a 51% interest by expending $2,000,000 on exploration prior to March 1, 2006, and a further 25% interest can be acquired upon completion of a further $2,000,000 exploration program prior to March 1, 2009.
Feni
  • Vangold Resources Ltd., a TSX Venture company has been granted the right to earn up to 75% interest by performing $2,500,000 in exploration over three years, of which $500,000 must be spent by September 26, 2004, (completed) and by issuing to the Company 200,000 shares upon receipt of regulatory consent to the agreement (issued) and a further 600,000 shares in stages prior to June 30, 2006 (400,000 shares have been received to date). The Company must pay a finder's fee of 10% on all share consideration received (60,000 Vangold shares paid).

Mt. Nakru
  • Optioned to Kanon, whereby Kanon can acquire a 50% interest by spending $250,000 on exploration within two years and issue to the Company 5% of its issued share capital.

11. RELATED PARTY TRANSACTIONS

The amounts paid to related parties were in the normal course of operations and were valued at fair value as determined by management. Amounts due to or from related parties are unsecured, non-interest bearing and due on demand.


12. SUBSEQUENT EVENTS

Subsequent to the end of the quarter, as a result of a review by the BCSC the company issued a press release clarifying previous disclosure. This clarification is available on our web site, www.newguineagold.ca, in a Press Release dated July 6th 2005.