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2009 Annual Report

10th Sep 2009 08:56

RNS Number : 8267Y
Dwyka Resources Limited
10 September 2009
 



Dwyka Resources Limited ('Dwyka' or the 'Company')

Final Results and Annual Report

Dwyka announces its final results and the publication of its annual report for the year ended 30 June 2009.

The review of operations and results set out below are extracted from the full annual report which is available from the Company's website: www.dwyresources.com. Copies of the annual report are expected to be distributed to shareholders in October 2009.

 

Enquiries:

In Australia

Mike Langoulant

Dwyka Resources Limited

(+618) 9324 2955

In United Kingdom

Richard Greenfield

Ambrian Partners Limited

(+44) (0)20 7634 4700

Press enquiries

Charlie Geller or Leesa Peters

Conduit PR

+44 (0)20 7429 6604/ +44 (0)79 7006 7320

Or visit: http://www.dwyresources.com

 

DWYKA RESOURCES LIMITED

ANNUAL REPORT

30 JUNE 2009

 

OPERATIONS AND FINANCIAL REVIEW

 

Summary

During the 2009 financial year Dwyka maintained exploration momentum whilst ensuring that exploration budgets were tailored to meet market conditions and preserve available cash. The Company also actively sought new opportunities for acquisition and undertook both technical and financial reviews on over 40 gold and base metal projects in its search for undervalued assets for acquisition. 

The Company is delighted to have secured from BHP Billiton ("BHPB") 100% ownership of its Muremera Nickel Project based in Burundi. Exploration work undertaken continues to generate promising results. Dwyka recently completed a drilling programme targeting anomalies generated by BHPB which has provided sufficient information to move ahead with the second phase of exploration.

Most recently Dwyka secured a majority stake and management control of three gold projects and one platinum project in Ethiopia which were previously owned and operated by Minerva Resources Plc ("Minerva"). Sufficient work has been completed at the Tulu Kapi-Ankore gold project to allow Dwyka to commence a JORC compliant resource estimate. The remaining exploration licences have been subject to sufficient exploration to generate a host of promising targets warranting detailed follow up and drilling.

Muremera Nickel Project - 100%

The Muremera Nickel Project is located a short distance away along strike from Xstrata's Kabanga Nickel Project, the single largest undeveloped nickel sulphide deposit in the world. Until this year Dwyka had been working alongside BHPB to define the mineralogy of the project. Exploration to date includes in excess of US$7.3million spent by BHPB for both regional and detailed downhole geophysical surveys and diamond drilling over a number of targets. This exploration work has provided clear evidence of sulphide mineralisation suggesting there are many geological similarities between the Muremera and Kabanga projects

During the early part of the year, the Company drilled the first six holes of a programme targeting 24 drill targets. Two massive sulphide intersections identified during the programme returned an average composite nickel equivalent grade of approximately 1 per cent Ni. 

Because of the nature of mineralisation, reliance has been placed on VTEM geophysical surveys. An independent consultant was engaged to reconcile the VTEM anomalies with the drilling results to date. Based on the review, the independent consultant has stated that "the technical case for continued exploration at Muremera is clear-cut. The licence area is adjacent to, and covers the same structure and stratigraphy as the Kabanga deposits of Tanzania. Even small discoveries at Muremera would be able to ride on the back of infrastructure developments at Kabanga and at Musongati."

In March 2009 the Company was able to secure 100% ownership of this project from BHBP at no cost to the Company. Subsequently Dwyka approached the Council of Ministers in Burundi to amend the previously agreed exploration programme and budget to reflect the worldwide financial situation. The previous BHPB budget and work programme required an expenditure of approximately US$14m over a two year period. As part of the exploration licence renewal process Dwyka has recently renegotiated the exploration expenditure commitment to a more reasonable US$2.14 million over the next two years. Whilst the reduction in budget is substantial, it leaves ample scope for completion of a meaningful exploration programme. As a result of revising the budget, Dwyka has the flexibility either to fund the prescribed work programme over the next 24 months from its existing cash reserves or to consider the involvement of an appropriate major mining house partner to assist in the long-term development of the project.

The recommended exploration programme for the next 24 months takes into account the current state of world markets and the fact that a substantial amount of data has been accumulated already during the past two years.

  

SwaziGold - 45%

The SwaziGold project in Swaziland is managed by Swazi Gold Ventures (Pty) Ltd ("SGV"), a company which holds a 90% shareholding in the ultimate project company which holds the relevant exploration licence. Dwyka, via its wholly-owned subsidiary Karrinyup Holdings Limited, owns 50% of SGV, the remaining 50% being held by the original project vendors.

Historical exploration has identified a total of five primary prospective targets. The Dwyka Board has requested that that the primary targets be reviewed prior to any further detailed exploration drilling. The objective of this review is to assess the potential upper level of gold resource that may be delineated in order to decide on the appropriate basis for further exploration.

Ethiopian Gold Projects -Post balance date takeover of Minerva Resources Plc

As at the date of this report Dwyka owns 91.01% of Minerva Resources Plc and has commenced proceedings to compulsorily acquire the balance to move to 100% ownership. Minerva Resources owns Ethiopian gold and platinum projects. 

The Ethiopian gold projects potentially represent a new gold province with numerous untapped opportunities. 

Over the coming 12 months the Company will concentrate on developing the Tulu Kapi prospect and the other identified primary targets. The Company is well placed to consider any possible strategically appropriate partnerships that may be forthcoming in the region.

Tulu Kapi - Ankore exploration licence

The Licence is located in western Ethiopia, in Oromia Regional state, 510km from Addis Ababa. The licence covers an area of approximately 11.5km2.

Significant exploration has already been undertaken on the Tulu Kapi-Ankore licence, including a 34 diamond drill hole programme. Dwyka has reviewed the geology in the immediate vicinity of the main Tulu Kapi project and has identified a number of clear targets for further exploration to extend the current known mineralisation. Drill intercept grades at Tulu Kapi have been encouraging and the assays and subsequent geological interpretation indicate both continuous and pod-like zones of gold mineralisation associated with quartz veins and minor sulphides hosted by albite alteration in shallow dipping structures. Significant gold intersections include the following:

  

Hole Number

Hole dip

From (m)

To (m)

Length (m)

Au (g/t)

Hole Number

Hole dip

From (m)

To (m)

Length (m)

Au (g/t)

TKBH 01

-60

10.8

19.8

9

2.3

TKBH 16

-50

103.5

104.5

1

3.1

TKBH 02

-60

13.4

13.8

0.4

14.2

TKBH 17

-50

4

6.2

2.2

3.9

 

 

137.8

143.5

5.7

2.9

 

 

137

140

3

4.9

 

 

152.4

153.4

1

9.6

TKBH 18

-50

39

45

6

3.9

TKBH 03

-60

66.8

67.6

0.8

3.6

TKBH 19

-50

89.6

90.9

1.3

9.8

 

 

71.8

72.3

0.5

3.1

TKBH 20

-50

52

55

3

2.6

 

 

82.8

83.1

0.3

3.8

 

 

58.3

65

6.7

3.3

TKBH 04

-50

46.9

83.8

36.9

4.7

 

 

94.1

101.9

7.7

1.8

 

 

134.7

135.7

1

14.2

 

 

201

205

4

11.1

TKBH 05

-50

36.7

41.9

5.2

2.7

 

 

245

247

2

5

 

 

71.8

75.7

3.9

2.9

TKBH 21

-50

16

31.3

15.3

7.3

TKBH 06

-50

150.1

154.6

4.5

7.1

TKBH 22

-50

2

6

4

1.6

TKBH 07

-50

59.2

62.3

3.1

4.2

TKBH 25

-50

105

108

3

4.4

 

 

112.2

117.1

5

2.9

 

 

110

119

9

2.1

 

 

157

157.6

0.6

13.8

 

 

188.4

191.3

2.9

15.23

TKBH 08

-50

64.9

80.6

15.7

2.5

TKBH 26

-50

4.9

11.3

6.4

1.5

 

 

87.8

98.8

11

1.9

 

 

57.7

62.9

5.2

1.5

 

 

107.8

110

2.2

10.5

 

 

105.6

108

2.4

4.5

 

 

221.5

227

5.5

4.9

 

 

161

167.6

6.6

4.9

TKBH 09

-70

118.5

119.9

1.4

6.2

 

 

172

173

1

14.4

TKBH 10

-51

31

48.7

17.7

5.2

 

 

194.7

197.4

2.7

4.3

 

 

63.8

75.2

11.4

1.9

 

 

212

222.1

10.1

4.1

 

 

202

203.8

1.8

12.2

 

 

226

231.7

5.7

10

TKBH 11

-50

16

32

16

1.6

TKBH 29

-50

9.7

14

4.3

20

 

 

55

56.1

1.1

17.5

 

 

32.1

35.5

3.4

3.7

TKBH 12

-50

0.5

19

18.5

4.4

 

 

51.4

55.9

4.5

3.1

 

 

56.6

68.4

11.8

4.6

TKBH 31

-50

8

19.9

11.9

1.3

TKBH 13

-50

53.6

57.7

4.1

2.2

 

 

179

182.2

3.2

6.9

TKBH 14

-47

59

63

4

10.2

TKBH 33

-50

52.3

55.4

3.2

2.9

 

 

94.8

98.2

3.4

3.5

 

 

192.7

196.1

3.4

3.9

 

 

161.9

164.6

2.7

7.4

 

 

207

209.6

2.6

21.2

Table 1 - Tulu Kapi - Significant Down Hole Intersections 

Dwyka has engaged the services of Hellman & Schofield, an independent consultant, to complete resource estimation from the drilling programme completed to date and to establish an initial JORC-compliant Inferred Resource. Dwyka has also enlisted Venmyn Rand, a South African-based consultancy with a wealth of gold mining and exploration experience, to produce a technical review of the Tulu Kapi prospect and surrounding area to complement the Company's proposed exploration strategy.

Dwyka is also presently implementing appropriate management and financial controls over the various Ethiopian subsidiaries and expanding the exploration capacity of the operation by engaging additional local exploration staff. 

  Yubdo exploration licence

The five priority targets for the Yubdo exploration licence, which covers an area of 301.83 sq km near Tulu Kapi-Ankore are Guji, Gudeya Guji, Dina, Chago and South Chago

Guji Prospect

A drill programme at the Guji prospect has identified encouraging gold assays; borehole GBH04 with 2.95g/t Au over 10.6m from surface to 10.6m and 2.96g/t Au over 4.32m from 26.83m to 31.15m. Further work in April 2009 work including trenching and IP surveys indicated the potential for this gold mineralised zone to extend up to 1km along strike. Guji will be treated as a priority target by Dwyka during the current exploration season particularly as this prospect is located only 3km from Tulu Kapi. Subject to follow up drilling it is anticipated that Guji has the potential to act as a satellite deposit to the main Tulu Kapi project.

Gudeya Guji Prospect

Gudeya Guji is located North of the Guji prospect. Scout drilling was undertaken in early 2008 which failed to intersect any economic grades but did provide an insight into the geology of the target. During 2009, further trenching confirmed gold mineralisation with peak intersections achieved of 2.8g/t Au over 6.0m. The samples collected from this new trench programme have recently been submitted for geochemical analysis by Dwyka. If encouraging assay results are returnedthen Dwyka will determine if a drill programme is warranted to drill test the strike and depth extents of the mineralisation.

Dina Prospect

The Dina prospect is located in the northern part of the Yubdo exploration licence. Work to date provides an insight into the prospect's mineralisation though considerable work is required to bring this project to an advanced stage. Dwyka's focus during the next exploration season will be to further test the down dip and strike extensions of the mineralised ore bodies. Promising results were obtained from borehole DBH02 which returned intersections of 30.26g/t Au over 7.10m from 69.6 to 76.70m and 2.40g/t Au over 3.77m from 136.23 to 140m.

Chago Prospect

The Chago prospect is located in the northern part of the Yubdo licence approximately 3 km along strike from the Dina prospect. Samples from work undertaken to excavate and sample a series of trenches have recently been submitted for analysis by Dwyka and any future exploration programme will be determined by the results of this assay data.

South Chago Prospect

Reconnaissance work to date has returned low gold in soil results. The next phase of exploration will depend on the outcome of the pending assays as well as an on-going review of prospectivity of the target area.

Bila Gulliso exploration licence

The Bila Gulliso exploration licence covers an area of 274 sq km, and is situated immediately north of the Yubdo exploration licence. It has the potential to add further resources to Dwyka should the Yubdo prospect mineralisation extend further north. A minimal amount of exploration has been undertaken to date and Dwyka plans to commence a regional programme to identify and focus on potential targets.

Ethiopian platinum mining licence

As a result of its acquisition of Minerva, Dwyka has also acquired a 51% shareholding in Yubdo Platinum and Gold Development Plc ("YPGD"), an Ethiopian company operating a small-scale platinum mining project located at Yubdo in Western Ethiopia. The remaining shareholding in YPGD is split between an Ethiopian businessman, Ato Benti Tasissa Negewo (47%) and geologist Dr Kebede Hailu Belete (2%).

At present a small-scale pilot plant is operating on site, processing platinum group metals. Recoveries are low, reflecting the complex metallurgy of the mineralisation. Further test-work on the large but metallurgically challenging resource will be undertaken. 

Under the guidance of Dwyka, a reassessment of operations was conducted in time for YPGD to submit a new work programme proposal to the Ethiopian authorities in conjunction with an application for licence renewal. The Ministry of Mines has proposed the establishment of two separate licences, a mining licence covering a small area close to the pilot plant and a larger exploration licence. 

In Dwyka's opinion, there are three possible sources of platinum within the licence area, namely laterite bearing platinum, alluvial platinum and platinum group metals that may exist in hard rock beneath the estimated 20 to 40m thick lateritic cover. The on-going exploration programme proposed by Dwyka will investigate all three opportunities with a particular emphasis on hard rock potential. 

Philippine Coal Project - 8%

In July 2008 the Company exercised an option to acquire all the issued capital of Asian Coal Resources Limited ("ACRL"). In turn, ACRL and its local Philippine partner, MANA Resources Development Corporation ("MRDC"), concurrently exercised their options permitting those companies to acquire an initial collective interest of 30% by 18 January 2009 in each of Daguma Agro-Minerals, Inc. ("DAMI") and Bonanza Energy Resources, Inc ("BERI"). DAMI and BERI are the holders of the Daguma and Bonanza coal deposits which constitute the Daguma Coal Project ("Coal Project").

Dwyka held the view that the Coal Project had the potential to be brought into production in the near term and it commenced an aggressive JORC compliant drill program that aimed to confirm a existence of between 125 million to 150 million tonnes of coal with a calorific value of between 5,300 and 5,500 kilocalories per kilogram. This program was intended to provide sufficient data to enable JORC compliant resource evaluations.

In October 2008 despite encouraging initial drill results the Company, in response to the Global Financial Crisis, formed the view that it would be unable to raise the necessary equity to fund the additional short-term vendor cash payments plus the necessary exploration costs required to achieve the exploration objectives as well as moving to a 30% interest in the Coal Project. Accordingly Dwyka then withdrew from further funding of the Coal Project and retains an 8% interest in the Coal Project. As a result of withdrawing from further funding of the Coal Project the Company has in this financial year booked an impairment charge of $11.4 million against this asset.

The current operators of the Coal Project are seeking new partners to advance this project through to production.

Carlton Resources Plc (formerly KimCor Diamonds Plc) (28.68%)

During the 2008 financial year the Company reclassified its shareholding in Carlton as a non-current held for sale asset as it expected the investment to be recovered principally through a sale transaction rather than through the long term receipt of dividend income. As at 30 June 2009 the Company held 28.68(2008: 48.2%) of Carlton and had impaired the value of this asset to reflect the fair value, less estimated disposal costs, of the shareholding in Carlton. The impairment charge booked against this asset in this financial year was $10.7 million. 

Corporate

Since year end and as mentioned above, the Company has successfully launched a 1 for 5 scrip takeover bid for Minerva Resources Plc. At the date of this report the Company has secured management control and owns 91.01% of Minerva and has commenced the process to compulsorily acquire the remaining outstanding shares to move to 100% ownership of Minerva.

The Company's cash balance of GBP6.5 million (AUD13.0) leaves it well placed to advance its existing project portfolio.

The technical exploration and mining information contained in this Report has been reviewed and approved by Mr RN Chapman. Mr Chapman has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity to which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and as a qualified person under the AIM Guidance Note for Mining, Oil and Gas Companies. Mr Chapman is an employee of Mineral Exploration Management Limited, an independent geological consultancy established in 2005 and is a member of the Australasian Institute of Mining and metallurgy (Aus.I.M.M)

Mr Chapman consents to the inclusion in this Reporof such information in the form and context in which it appears.

INCOME STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2009

Notes

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Revenue from continuing operations

Other revenue

5

423

139

417

107

423

139

417

107

Profit on sale of controlled entities

-

-

-

541

Loss on sale of investments

-

(5)

-

(5)

Loss on sale of associate

-

(63)

-

(84)

Share of loss of associate using equity method

-

(822)

-

-

Other expenses from continuing operations

Administration

6

(2,857)

(3,635)

(2,824)

(3,520)

Uncompleted business combination transaction expenses

(561)

-

(561)

-

Impairment of assets

6

(21,992)

(7,181)

(22,158)

(8,122)

Loss before income tax 

(24,987)

(11,567)

(25,126)

(11,083)

Income tax expense

7

-

-

-

-

Loss from continuing operations

(24,987)

(11,567)

(25,126)

(11,083)

Profit from discontinued operations

29

-

12,655

-

-

(Loss)/profit for the year

(24,987)

1,088

(25,126)

(11,083)

Net loss attributable to members of Dwyka Resources Limited

22

(24,987)

1,088

(25,126)

(11,083)

Cents

Cents

Basic earnings/(loss) per share

32

13.9

0.1

Diluted earnings/(loss) per share

32

13.9

0.1

 

The above income statements should be read in conjunction with the accompanying notes.

 

 

 

BALANCE SHEETS

AS AT 30 JUNE 2009

Notes

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

ASSETS

Current assets

Cash and cash equivalents

8

13,020

472

12,833

442

Trade and other receivables

9

484

20,876

410

20,809

Non-current asset classified as held for sale

10

678

11,417

678

11,417

Total current assets

14,182

32,765

13,921

32,668

Non-current assets

Receivables

12

466

233

2,257

1,204

Other financial assets

13

77

84

10,208

10,266

Property, plant and equipment

14

33

66

19

37

Exploration, evaluation and mining properties

15

12,689

11,285

-

-

Total non-current assets

13,265

11,668

12,484

11,507

Total assets

27,447

44,433

26,405

44,175

LIABILITIES

Current liabilities

Trade and other payables

17

937

815

279

747

Total current liabilities

937

815

279

747

Non-current liabilities

Borrowings

18

384

321

-

-

Total non-current liabilities

384

321

-

-

Total liabilities

1,321

1,136

279

747

Net assets

26,126

43,297

26,126

43,428

EQUITY

Contributed equity

20

104,835

97,116

104,835

97,116

Reserves

21

2,219

2,122

2,129

2,024

Accumulated losses

22

(80,928)

(55,941)

(80,838)

(55,712)

Parent entity interest

26,126

43,297

26,126

43,428

Total equity

26,126

43,297

26,126

43,428

 

The above balance sheets should be read in conjunction with the accompanying notes.

 

 

 

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2009

Notes

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Total equity at the beginning of the financial year

43,297

7,195

43,428

22,693

Exchange differences on translation of foreign operations

21

(8)

2,621

-

-

Changes in fair value of available-for sale financial assets, net of tax

21

(47)

(145)

(47)

(145)

Net (loss)/profit recognised directly in equity

(55)

2,476

(47)

(145)

(Loss)/profit for the year

(24,987)

1,088

(25,126)

(11,083)

Total recognised income and expense for the year

(25,042)

3,564

(25,173)

(11,228)

Transactions with equity holders in their capacity as equity holders

Contributions of equity, after tax and transaction costs

20

7,719

31,536

7,719

31,536

Share based compensation 

21

152

427

152

427

Cost of increased equity in subsidiary

21

-

575

-

-

7,871

32,538

7,871

31,963

Total equity at end of the financial year

26,126

43,297

26,126

43,428

The above statements of changes in equity should be read in conjunction with the accompanying notes.

 

 

CASH FLOW STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2009

Notes

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Cash flow from operating activities

Receipts from customers (inclusive of goods and services tax)

160

2,382

160

1

Payments to suppliers and employees (inclusive of goods and services tax)

(2,815)

(6,264)

(2,721)

(2,907)

Interest received

383

107

377

107

Finance costs

-

(193)

-

(193)

Net cash flow used in operating activities

31

(2,272)

(3,968)

(2,184)

(2,991)

Cash flow from investing activities

Uncompleted business combination transaction expenses

(561)

-

(561)

-

Payments for exploration, evaluation and development of mining properties

(4,513)

(1,003)

-

-

Proceeds from sale of associate

-

673

-

673

Proceeds from sale of plant and equipment

1

-

-

-

Payments for plant and equipment

(2)

(13)

(2)

(13)

Loans to controlled entities

-

-

(4,764)

(1,723)

Loans to other parties

(466)

(233)

(466)

(233)

Payment for acquisition of controlled entity, net of cash acquired

-

(207)

-

(207)

Cash disposed of on sale of discontinued operations

29

-

(229)

-

-

Net cash flow used in investing activities

(5,541)

(1,012)

(5,793)

(1,503)

Cash flow from financing activities

Proceeds from issue of shares

20,890

1,446

20,890

1,446

Payments for equity issue costs

(252)

-

(252)

-

Net cash flow from financing activities

20,638

1,446

20,638

1,446

Net increase/(decrease) in cash held

12,825

(3,535)

12,661

(3,048)

Cash at the beginning of the financial year

472

4,265

442

3,828

Effects of exchange rate changes on cash and cash equivalents

(277)

(258)

(270)

(338)

Cash and cash equivalents held at the end of the financial year

8

13,020

472

12,833

442

Non-cash financing and investing activities

31

The above cash flow statements should be read in conjunction with the accompanying notes.

NOTES TO THE FINANCIAL STATEMENTS

30 JUNE 2009

 

1 Summary of significant accounting policies

The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for Dwyka Resources Limited as an individual entity and the consolidated entity consisting of Dwyka Resources Limited and its subsidiaries.

(a)  Basis of preparation of financial report

This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.

Compliance with IFRS

Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the consolidated financial report of Dwyka Resources Limited complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB)

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets.

Critical accounting estimates

The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 3.

(b)  Principles of consolidation

Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Dwyka Resources Limited (''Company'' or ''parent entity'') as at 30 June 2009 and the results of all subsidiaries for the year then ended. Dwyka Resources Limited and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than oneߛhalf of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deߛconsolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. 

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group

Minority interests in the results and equity of subsidiaries are shown separately in the consolidated income statement and balance sheet respectively.

Investments in subsidiaries are accounted for at cost in the individual financial statements of the Company.

(b)  Principles of consolidation

(ii) Associates

Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the parent entity financial statements using the cost method and in the consolidated financial statements using the equity method of accounting, after initially being recognised at cost.

The Group's share of its associates' postߛacquisition profits or losses is recognised in the income statement, and its share of postߛacquisition movements in reserves is recognised in reserves. The cumulative postߛacquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognised in the parent entity's income statement, while in the consolidated financial statements they reduce the carrying amount of the investment.

When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Where the investment will be recovered principally through a sale transaction rather than through continuing use it will be accounted for as a non-current asset held for sale and measured at fair value at reporting dates. Any impairment of the investment will be recognised in the income statement (refer to note 1n).

(c)  Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that are different from those of segments operating in other economic environments.

(d)  Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars, which is Dwyka Resources Limited's functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at yearߛend exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. 

(iii) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

income and expenses for each income statement are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

all resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders' equity. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are recognised in the income statement as part of the gain or loss on sale, where applicable.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

(e)  Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns and trade allowances. Revenue is recognised for the major business activities when the following specific recognition criteria are met:

Sales

Risks and rewards of the goods have passed to the buyer, which occurs on delivery.

Interest income

Interest income is recognised on a time proportionate basis using the effective interest rate method.

(f)  Income tax

The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements and to unused tax losses.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit, or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

The Australian tax consolidation regime does not apply to the company because there are no Australian incorporated subsidiaries.

(g Business combinations

The purchase method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the fair value of the instruments is their published market price as at the date of exchangeTransaction costs arising on the issue of equity instruments are expensed. Transaction costs arising on business combinations completed after year end but incurred during the current financial year are expensed in the current year.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group's share of the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired. 

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

 

(h Leases

Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset's useful life and the lease term.

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

(i)  Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

(j Cash and cash equivalents

For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. 

 

(k Trade receivables

 

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment. Trade receivables are due for settlement no more than 30 days from the date of recognition.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognised in the income statement.

 

(l)  Investments and other financial assets

Classification

The Group classifies its investments in the following categories: loans and receivables and availableߛforߛsale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and reߛevaluates this designation at each reporting date.

 (i) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the receivable. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date which are classified as nonߛcurrent assets. Loans and receivables are included in receivables in the balance sheet.

 (ii) Availableߛforߛsale financial assets

Availableߛforߛsale financial assets, comprising principally marketable equity securities, are nonߛderivatives that are either designated in this category or not classified in any of the other categories. They are included in nonߛcurrent assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

Recognition and derecognition

Purchases and sales of investments are recognised on tradeߛdate ߛ the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Subsequent measurement

Availableߛforߛsale financial assets are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method. Unrealised gains and losses arising from changes in the fair value of non monetary securities classified as availableߛforߛsale are recognised in equity in the availableߛforߛsale investments revaluation reserve. When securities classified as availableߛforߛsale are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains and losses from investment securities.

Fair value

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include reference to the fair values of recent arm's length transactions, involving the same instruments or other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances.

 

Impairment

The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists for availableߛforߛsale financial assets, the cumulative loss ߛ measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit and loss ߛ is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments classified as available-for-sale are not reversed through the income statement.

(m Non-current assets (or disposal groups) held for sale and discontinued operations

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. They are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment of the investment will be recognised in the income statement.

Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately on the face of the income statement.

(n Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. 

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation is calculated using the straight line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows:

ߛ Machinery

5ߛ12 years

ߛ Furniture, fittings and equipment

3ߛ8 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (note 1(i)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement.

 

(o Exploration and evaluation expenditure

Exploration and evaluation costs include expenditure incurred in connection with the exploration for and the evaluation of economically recoverable mineral resources. These costs include costs of acquisition, exploration and appraisal costs and technical overheads directly associated with those projects.

The company's policy with respect to exploration and evaluation expenditure is to use the "area of interest" method. Under this method, exploration and evaluation costs are carried forward on the following basis:

 

(i) Each area of interest is considered separately when deciding whether and to what extent to carry forward or write off exploration and evaluation costs;

(ii) Exploration and evaluation costs related to an area of interest may be carried forward provided that rights to tenure of the area of interest are current and provided further that one of the following conditions are met:

 

such costs are expected to be recouped through successful development and exploitation of the area of interest or alternatively, by its sale; or

exploration and/or evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in relation to the area are continuing.

(iii) The carrying values of exploration and evaluation costs are reviewed by directors where results of exploration and/or evaluation of an area of interest are sufficiently advanced to permit a reasonable estimate of the costs expected to be recouped through successful development and exploitation of the area of interest or by its sale. Expenditure in excess of this estimate is written off to the profit and loss account in the year in which the review occurs;

(iv) When development of an area of interest is complete and production commences, all exploration, evaluation and development costs carried forward as an asset (including the cost of extractive rights acquired) are transferred to mining properties. Development costs related to an area of interest are carried forward as an asset to the extent that they are expected to be recovered either through sale or successful exploitation; and

(v) The carrying values of exploration, evaluation and development expenditure are transferred to mining properties and are carried forward and amortised over the expected useful life of each project.

(p Mining properties

Mine properties represent the acquisition costs and/or accumulation of exploration, evaluation and development costs in respect of areas of interest in which mining has commenced.

When further development expenditure is incurred in respect of a mine property after the commencement of production, such expenditure is carried forward as part of the mine property only when substantial future economic benefits are thereby established, otherwise such expenditure is classified as part of the cost of production.

Amortisation is provided on a unit-of-production basis so as to write off the cost in proportion to the depletion of the proved and probable mineral resources.

(q Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(r Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method.

The fair value of the liability portion of a convertible bond is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in shareholders' equity, net of income tax effects.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

(s) Provisions

Provisions are recognised when the consolidated entity has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.

Rehabilitation and restoration costs

The consolidated entity had obligations for site restoration related to its mining properties. The consolidated entity establishes restoration provisions for future mine closure costs when a legal or constructive obligation exists based on the present value of the future cash flows required to satisfy the obligations. Provisions expected to be utilised in the coming 12 months on areas with lives of less than one year are accounted for in the income statement of the consolidated entity. Provisions not expected to be utilised in the coming 12 months are added to the capital cost of the related mining assets in mine properties and amortised over the resource life. The provision is accreted to its future value over the resource life through a charge to borrowing costs.

Changes in the estimated cost of rehabilitation are applied on a prospective basis with an adjustment to capital cost.

 

(t Employee benefits

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including nonߛmonetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for nonߛaccumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

 

(ii) Shareߛbased payments

Shareߛbased compensation benefits are provided to employees via the Dwyka Resources Limited Share and Option Plan.

The fair value of shares and options granted under the Dwyka Resources Limited Employee Share and Option Plans is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the shares and/or options.

The fair value at grant date is independently determined using a BlackߛScholes option pricing model that takes into account the issue/exercise price, the term of the option, the impact of dilution, the nonߛtradeable nature of the share/option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the riskߛfree interest rate for the term of the option.

The fair value of the shares and/or options granted is adjusted to reflect market vesting conditions, but excludes the impact of any nonߛmarket vesting conditions (for example, profitability and sales growth targets). Nonߛmarket vesting conditions are included in assumptions regarding the employee loan recoverability and about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity.

The value of shares issued to employees financed by way of a non recourse loan under the employee share scheme is recognised with a corresponding increase in equity when the company receives funds from either the employees repaying the loan or upon the loan termination. All shares issued under the plan with non recourse loans are considered, for accounting purposes, to be options.

(u Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are included in the cost of the acquisition as part of the purchase consideration.

  (v Earnings per share

(i) Basic earnings per shareBasic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year.

 

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(w)  Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.

(x Rounding of amounts

The company is of a kind referred to in Class order 98/0100, issued by the Australian Securities and Investments Commission, relating to the ''rounding off'' of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.

(y) New Accounting Standards and Interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2009 reporting periods. The Group's and the parent entity's assessment of the impact of these new standards and interpretations is set out below.

(i) AASB 8 Operating Segments and AASB 2007ߛ3 Amendments to Australian Accounting Standards arising from AASB 8 (effective from 1 January 2009) 

AASB 8 will result in a significant change in the approach to segment reporting, as it requires adoption of a 'management approach' to reporting on financial performance. The information being reported will be based on what the key decision makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments.

(ii) Revised AASB 123 Borrowing Costs and AASB 2007ߛ6 Amendments to Australian Accounting Standards arising from AASB 123 (effective from 1 January 2009)

The revised AASB 123 has removed the option to expense all borrowing costs and ߛ when adopted ߛ will require the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. There will be no impact on the financial report of the Group, as the Group already capitalises borrowing costs relating to qualifying assets.

 

(iii) Revised AASB 101 Presentation of Financial Statements and AASB 2007ߛ8 Amendments to Australian Accounting Standards arising from AASB 101 (effective from 1 January 2009)

The September 2007 revised AASB 101 requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity, but will not affect any of the amounts recognised in the financial statements. If an entity has made a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third balance sheet (statement of financial position), this one being as at the beginning of the comparative period. The Group will apply the revised standard from 1 July 2009.

(iv) AASB 2008ߛ1 Amendments to Australian Accounting Standard ߛ Shareߛbased Payments: Vesting Conditions and Cancellations (effective from 1 January 2009)

AASB 2008ߛ1 clarifies that vesting conditions are service conditions and performance conditions only and that other features of a shareߛbased payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The Group will apply the revised standard from 1 July 2009, but it is not expected to affect the accounting for the Group's shareߛbased payments.

(v) AASB 2008ߛ6 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project (effective 1 July 2009)

The amendments to AASB 5 Discontinued Operations and AASB 1 FirstߛTime Adoption of AustralianߛEquivalents to International Financial Reporting Standards are part of the IASB's annual improvements project published in May 2008. They clarify that all of a subsidiary's assets and liabilities are classified as heldߛforߛsale if a partial disposal sale plan results in loss of control. Relevant disclosures should be made for this subsidiary if the definition of a discontinued operation is met. The Group will apply the amendments prospectively to all partial disposals of subsidiaries from 1 July 2009.

(vi) AASB 2008ߛ7 Amendments to Australian Accounting Standards ߛ Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate (effective 1 July 2009)

In July 2008, the AASB approved amendments to AASB 1 Firstߛtime Adoption of International Financial Reporting Standards and AASB 127 Consolidated and Separate Financial Statements.  The Group will apply the revised rules prospectively from 1 July 2009. After that date, all dividends received from investments in subsidiaries, jointly controlled entities or associates will be recognised as revenue, even if they are paid out of preߛacquisition profits, but the investments may need to be tested for impairment as a result of the dividend payment. Under the entity's current policy, these dividends are deducted from the cost of the investment. Furthermore, when a new intermediate parent entity is created in internal reorganisations it will measure its investment in subsidiaries at the carrying amounts of the net assets of the subsidiary rather than the subsidiary's fair value.

 

  

2 Financial risk management 

The Group's activities expose it predominantly to credit risk, interest rate risk and foreign exchange risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.  

Risk management is carried out by the Board of Directors.  The Board provides principles for overall risk management, and is in the process of formalising and documenting these policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risksNo derivative financial instruments have been used in the management of risk.

The Group and the parent entity hold the following financial instruments:

(vii) Revised AASB 3 Business Combinations, AASB 127 Consolidated and Separate Financial Statements and AASB 2008-3 Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127 (effective 1 July 2009)

The revised AASB 3 continues to apply the acquisition method to business combinations, but with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. All acquisition-related costs must be expensed. This is consistent to the Group's current policy which is set out in note 1(g) above.

The revised AASB 127 requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses, see note 1(b)(i). The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value, and a gain or loss is recognised in profit or loss. Under the Group's current accounting policy, the retained interest in the carrying amount of the former subsidiary's assets and liabilities becomes the cost of investment. If the investment is accounted for as an available-for-sale financial asset, it is subsequently revalued to fair value; however, any revaluation gain or loss is recognised in the available-for-sale investments revaluation reserve.

The Group will apply the revised standards prospectively to all business combinations and transactions with non-controlling interests from 1 July 2009.

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Financial assets

Cash and cash equivalents

13,020

472

12,833

442

Trade and other receivables

950

21,109

2,667

22,013

Non-current asset held for sale

678

11,417

678

11,417

Other financial assets

77

84

10,208

10,266

14,725

33,082

26,386

44,138

Financial liabilities

Trade and other payables

937

815

279

747

Borrowings

384

321

-

-

1,321

1,136

279

747

Credit risk exposures

The credit risk on financial assets of the Group which have been recognised on the balance sheet, other than investments in shares, is generally the carrying amount, net of any provision for doubtful debts.

The Group minimises credit risk in relation to cash and cash equivalent assets by only utilising the services of the Australian "Big 4" banks for Australian held cash assets and for international cash holdings recognised international financial institutions are used.

The Group does not have a significant credit risk in relation to trade receivables

Market risk

(a) Foreign exchange risk

Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity's functional currency. The Group operates internationally and is exposed to foreign exchange risk arising from currency exposures to British pounds and the US dollar.

Sensitivity

Based on the financial instruments held at 30 June 2009, had the Australian dollar weakened/strengthened by 10% against the GBP with all other variables held constant, the Group and parent entity's post-tax loss for the year would have been $1,331,000 lower/$1,088,000 higher (2008 profit - $37,000 lower/$44,000 higher), mainly as a result of foreign exchange gains/losses on translation of GBP denominated cash equivalents.  Both the Group and parent equity would have been $1,088,000 higher/$1,331,000 lower (2008 - $2,220,000 higher/$2,005,000 lower) had the Australian dollar weakened/strengthened by 10% against the GBP. The June 2008 position was more sensitive largely arising from translation of the GBP denominated share placement completed on 30 June 2008. The Group's exposure to other foreign exchange movements is not material.

 

Market risk

(b) Price risk

As at 30 June 2009 the Group and the parent entity are exposed to equity securities price risk. This arises from investments held by the Group in Carlton Resources plc. This asset was acquired as a result of the Group disposing of its diamond and industrial divisions during the 2008 financial year and it is classified on the balance sheet as non-current assets held for sale. 

Neither the Group nor the parent entity are currently exposed to commodity price risk. 

Sensitivity

Based on the financial instruments held at 30 June 2009, if the market value of thnon-current held for sale assets was plus/minus 10% higher at 30 June 2009 then all other variables held constant, the Group and Parent entity's post-tax loss for the year would have been $68,000 (2008 profit - $1,142,000) higher/lower. Equity for both the Group and parent would have been $75,000 (2008 - $1,150,000higher/lower.

(c) Interest rate risk

The Group and parent entity are exposed to fluctuations in interest rates. Interest rate risk is managed by maintaining a mix of floating rate deposits.  As at 30 June 2009 neither the Group nor the parent entity had interest bearing borrowings. 

The Group holds no interest rate derivative financial instruments.

Sensitivity

At 30 June 2009, if interest rates had changed by +/- 50 basis points and all other variables were held constant, the Group's after tax loss and net equity would have been $576,000 (2008 - $11,000) lower/higher as a result of higher/lower interest income on cash and cash equivalents.

(d) Liquidity risk 

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Group and parent entity manage liquidity risk by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Surplus funds are only invested in "AAA" rated financial institutions

As at the reporting date the Group has no access to undrawn credit facilities.

Fair value estimation

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

The fair value of financial instruments traded in active markets (such as availableߛforߛsale securities) is based on quoted market prices at the balance sheet date. The quoted market price used for financial assets held by the Group is the current bid price.

The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short term nature. The fair value of non-current financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.

  

3 Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

(a) Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(i) Income taxes

The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgment is required in determining the worldwide provision for income taxes. There are transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

 

(ii) Exploration, evaluation and mining properties

The Group's main activity is exploration and evaluation for, and mining of minerals. The nature of mining and exploration activities are such that it requires interpretation of complex and difficult geological models in order to make an assessment of the size, shape, depth and quality of resources and their anticipated recoveries. The economic, geological and technical factors used to estimate mining viability may change from period to period. In addition exploration activities by their nature are inherently uncertain. Changes in all these factors can impact exploration and mining asset carrying valuesprovisions for rehabilitation and the recognition of deferred tax assets.

(b) Critical judgments

(i) Recoverable amounts of investments and receivables

The parent entity has funded its controlled entities' operations via the provision of loan funds. The recoverable amount of these loans is subject to the performance of those subsidiaries being able to generate sufficient profits and reserves to repay these advances.

In the year ended 30 June 2009 the Group and parent entity have made significant judgements in accordance with AASB 5 Non-current assets held for sale and discontinued operations and AASB 136 Impairment of assets about:

For both the Group and parent the fair value and impairment of a non-current asset held for sale and of an investment in a controlled  The fair value of this asset was determined using the market value of this asset at balance date; and

For both the Group the fair value and impairment of an exploration property (being the Philippines coal project) and for the parent the fair value and impairment of investment in a controlled entity (being the investment in ARCL). The fair value of this asset was impaired to zero following the decision not to provide further funding to this project.

4 Segment information

During the year the Group operated primarily in three geographical segments being Africa, Australia and the Philippines.

Primary reporting segment - geographical segments

Australia

Africa

Philippines

Discontinued operations

Inter-segment eliminations/unallocated

Consolidated

Revenue

2009

$000

2008

$000

2009

$000

2008

$000

2009

$000

2008

$000

2009

$000

2008

$000

2009

$000

2008

$000

2009

$000

2008

$000

External sales

-

-

-

-

-

-

-

-

-

-

-

-

Total sales revenue

-

-

-

-

-

-

-

-

-

-

Other revenue

40

-

-

32

-

-

-

-

-

-

40

32

Inter-segment revenue

-

-

-

-

-

-

-

-

-

-

-

Total segment revenue

40

-

-

32

-

-

-

-

-

-

40

32

Unallocated revenue

383

107

383

107

Total revenue

423

139

Result

Segment result

(13,813)

(3,376)

(65)

(905)

(11,254)

-

-

12,655

-

(213)

(25,132)

8,161

Unallocated revenue net of unallocated expenses

145

(7,073)

(Loss)/profit before tax

(24,987)

1,088

Income tax benefit

-

-

(Loss)/profit after tax

(24,987)

1,088

Assets

Segment assets

14,484

32,757

12,963

12,560

-

-

-

-

-

(884)

27,447

44,433

Unallocated assets

-

-

Total assets

27,447

44,433

Australia

Africa

Philippines

Discontinued operations

Inter-segment eliminations/unallocated

Consolidated

2009

$000

2008

$000

2009

$000

2008

$000

2009

$000

2008

$000

2009

$000

2008

$000

2009

$000

2008

$000

2009

$000

2008

$000

Liabilities

Segment liabilities

279

747

1,042

1,854

-

-

-

-

-

(1,465)

1,321

1,136

Unallocated liabilities

-

-

Total liabilities

1,321

1,136

Acquisition of property plant and equipment and other non-current segment assets

2

13

1,406

7,062

11,253

-

-

-

-

-

12,661

7,075

Other non-cash expenses

-

-

-

-

-

-

-

-

152

427

152

427

Depreciation and amortisation expense

20

74

14

18

-

-

-

-

-

-

34

92

Impairment of assets

- other financial assets

- exploration and evaluation and mining properties

10,739

-

7,181

-

-

-

-

-

-

11,253

-

-

-

-

-

-

-

-

-

-

10,739

-

11,253

7,181

-

Secondary reporting format - Business segments

Segment revenues from sales to external customers

Segment assets

Acquisition of property plant and equipment and other non-current segment assets

2009

$000

2008

$000

2009

$000

2008

$000

2009

$000

2008

$000

Mining, exploration and evaluation

-

-

12,963

22,730

12,661

7,075

Discontinued operations

-

2,495

-

-

-

-

-

2,495

12,963

22,730

12,661

7,075

Unallocated assets

14,484

21,703

Total assets

27,447

44,433

5 Revenue 

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Other revenue from continuing operations

Interest received

383

107

377

107

Other revenue

40

32

40

-

423

139

417

107

6 Expenses

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Loss before income tax expense includes the following specific expenses:

Other charges against assets:

Impairment of non-current asset held for sale

(10,739)

(7,181)

(10,739)

(7,983)

Impairment of related company loans

-

-

(4,371)

(139)

Impairment of investment in subsidiaries

-

-

(7,048)

-

Impairment of exploration and mining properties

(11,253)

-

-

-

(21,992)

(7,181)

(22,158)

(8,122)

Administration includes the following:

Auditor fees

76

272

72

265

Consulting expenses

574

844

540

815

Depreciation of plant and equipment

34

92

20

74

Directors fees

169

187

169

187

Employee benefits expense

311

132

311

132

Foreign exchange loss

270

145

270

145

Legal fees

117

245

117

245

Other expenses

1,047

1,195

1,066

1,138

Rental expenses related to operating leases

107

96

107

92

Share based compensation

152

427

152

427

(2,857)

(3,635)

(2,824)

(3,520)

  

7 Income tax

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Income statement

Current income tax

Current income tax charge

-

-

-

-

Deferred income tax

Decrease in deferred tax liability - continuing operations

-

-

-

-

Decrease in deferred tax liability - discontinued operations

-

-

-

-

Income tax benefit reported in income statement

-

-

-

-

Unrecognised deferred tax balances

Unrecognised deferred tax assets - Revenue losses

1,596

1,094

1,470

981

Unrecognised deferred tax assets - Capital losses 

4,324

4,324

4,324

4,324

Unrecognised deferred tax assets - Temporary differences

5,772

2,769

9,815

3,410

Net unrecognised deferred tax assets

11,692

8,187

15,609

8,715

  

7 Income tax (continued)

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Reconciliation to income tax expense to prima facie tax (benefit)/expense

Loss from continuing operations before income tax expense

(24,987)

(11,567)

(25,126)

(11,083)

Profit from discontinuing operations before income tax benefit

-

12,655

-

-

(24,987)

1,088

(25,126)

(11,083)

Income tax expense/(benefit) @ 30% (2008 - 30%)

(7,496)

326

(7,538)

(3,325)

Difference in overseas tax rates

1

2

-

-

Tax effect on amounts which are not deductible/(assessable)

Impairment of exploration and mining properties

3,376

-

-

-

Share-based payments

45

128

45

128

Foreign expenditure

640

648

640

648

Gain on sale of foreign subsidiary

-

(3,838)

-

-

Sundry items

(16)

102

(16)

102

(3,450)

(2,632)

(6,869)

(2,447)

Benefit of tax losses and temporary differences not brought to account

3,450

2,632

6,869

2,447

Income tax expense continuing operations

Income tax expense discontinued operations

-

-

-

-

-

-

-

-

The Australian tax consolidation regime does not apply to the company.

  

8 Current assets - Cash and cash equivalents

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Cash at bank and on hand 

342

114

257

84

Deposits at call

12,646

328

12,544

328

Term deposits

32

30

32

30

13,020

472

12,833

442

Interest earned from cash accounts and deposits ranged from 0% to 3.6per annum (2008: 0% - 7.9%). The term deposits have an average maturity of 90 days.

Risk exposure

The Group's and parent entity's exposure to interest rate risk is discussed in Note 2. The maximum exposure to credit risk at the reporting date is the carrying amount of cash and cash equivalents noted above.

9 Current assets - Trade and other receivables

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

GST/VAT refund

34

72

34

72

Prepayments

25

-

25

-

Share placement proceeds, net of issue costs

-

20,617

-

20,617

Employee loans (note 23)

274

-

274

-

Other receivables

151

187

77

120

484

20,876

410

20,809

The net proceeds of the Company's share issue on 30 June 2008, net of costs, amounting to $20,617,000, was received into the Company's bank account in July 2008.

  

10 Current assets - Non-current asset held for sale

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Transferred from non-current assets, ( refer note 11)

-

18,598

-

19,400

Opening balance

11,417

-

11,417

-

Impairment charged to income statement

(10,739)

(7,181)

(10,739)

(7,983)

678

11,417

678

11,417

An impairment charge has been raised to reflect the fair value less estimated cost of sale of the asset as at the balance sheet date.

11 Non-current assets - Investments accounted for using the equity method

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Shares in associates, at acquisition

-

20,157

-

20,157

Disposals

-

(737)

-

(757)

Equity accounted loss

-

(822)

-

-

-

18,598

-

19,400

Transferred to non-current asset held for sale 

-

(18,598)

-

(19,400)

-

-

-

-

In September 2007 the Company sold its subsidiaries that held diamond mining and exploration assets and the industrial division assets in exchange for shares in Carlton Resources Plc (formerly KimCor Diamonds Plc). As a result Carlton Resources Plc became an associate company and as at year end the Company held a 30.5% interest in Carlton Resources Plc. The Company accounted for this investment using the equity method up to 31 December 2007In accordance with AASB 5:Non-current Assets Held for Sale and Discontinued Operations effective as from 1 January 2008 the Company has classified this investment as being held for sale (refer note 10) as the Company expects the investment will be recovered principally through a sale transaction rather than through the receipt of dividend income.

  

12 Non-current assets - Receivables 

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Non-current

Loans to related parties (refer note 28)

-

-

6,659

1,468

Less impairment of loans to related parties

-

-

(4,868)

(497)

-

-

1,791

971

Loan to others

466

233

466

233

466

233

2,257

1,204

Loans are carried at their net recoverable amount and are non-interest bearing.

The loans to related parties were impaired at the balance sheet date to reflect the underlying business in those related party companies. The aging of these loans is greater than 6 months.

Risk Exposure

Information concerning the Group's and parent entity's exposure to credit risk, foreign exchange and interest rate risk is provided in Note 2. The maximum exposure for credit risk at the reporting date is the carrying value of each class of receivables noted above.

13 Non-current assets - Other financial assets

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Available-for-sale financial assets

Opening balance

84

233

84

233

Additions

40

-

40

-

Disposals 

-

(5)

-

(5)

Revaluation charged to equity

(47)

(144)

(47)

(144)

Closing balance

77

84

77

84

Other (non traded investments)

Shares in other corporations

- controlled entities, at cost 

-

-

19,400

12,402

- less impairment of investment

-

-

(9,269)

(2,220)

Closing balance

-

-

10,131

10,182

77

84

10,208

10,266

  

14 Non-current assets - Property, plant and equipment

Consolidated

Freehold land & buildings

$000

Plant & equipment

$000

Leased assets

$000

Total

$000

At 30 June 2007

Cost

145

8,306

989

9,440

Accumulated depreciation

(39)

(3,386)

(87)

(3,512)

Net book amount

106

4,920

902

5,928

Year ended 30 June 2008

Opening net book amount

106

4,920

902

5,928

Additions

-

13

-

13

Disposal of subsidiaries

(106)

(4,775)

(902)

(5,783)

Depreciation charge

-

(92)

-

(92)

Closing net book 

-

66

-

66

At 30 June 2008

Cost

-

328

-

328

Accumulated depreciation

-

(262)

-

(262)

Net book amount

-

66

-

66

Year ended 30 June 2009

Opening net book amount

-

66

-

66

Additions

-

2

-

2

Disposal 

-

(1)

-

(1)

Depreciation charge

-

(34)

-

(34)

Closing net book 

-

33

-

33

At 30 June 2009

Cost

-

328

-

328

Accumulated depreciation

-

(295)

-

(295)

Net book amount

-

33

-

33

  

14 Non-current assets - Property, plant and equipment (continued)

Parent 

Plant & equipment

$000

Total

$000

At 30 June 2007

Cost

264

264

Accumulated depreciation

(166)

(166)

Net book amount

98

98

Year ended 30 June 2008

Opening net book amount

98

98

Additions

13

13

Depreciation charge

(74)

(74)

Closing net book 

37

37

At 30 June 2008

Cost

277

277

Accumulated depreciation

(240)

(240)

Net book amount

37

37

Year ended 30 June 2009

Opening net book amount

37

37

Additions

2

2

Depreciation charge

(20)

(20)

Closing net book 

19

19

At 30 June 2009

Cost

279

279

Accumulated depreciation

(260)

(260)

Net book amount

19

19

  

15 Non-current assets - Exploration, evaluation and mining properties

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Exploration and evaluation costs

23,944

11,285

-

-

Impairment charges

(11,255)

-

-

-

12,689

11,285

-

-

Reconciliations of the carrying amount of exploration, evaluation and mining properties at the beginning and end of the current and previous financial year:

Exploration and evaluation costs

Opening balance

11,285

5,679

-

-

Exploration property acquired during the year

6,998

6,059

-

-

Exploration and evaluation costs incurred during the year

5,661

1,003

-

-

Exploration and evaluation costs disposed of during the year

-

(1,456)

-

-

Expenditure written off

(4,257)

-

-

-

Impairment charge

(6,998)

-

-

-

Closing balance

12,689

11,285

-

-

Mining properties

Opening balance

-

900

-

-

Mine property disposed of during year

-

(900)

-

-

Closing balance

-

-

-

-

Ultimate recoupment of costs carried forward for mining properties, exploration and evaluation is dependent upon:

- continuance of the Company's rights to tenure of the areas of interest;

- results of future exploration; and

- recoupment of costs through successful development and commercial exploitation, or alternatively by sale of the respective areas.

  

16 Deferred tax asset

The balance comprises temporary differences attributable to:

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Amounts recognised in profit and loss:

Accruals

23

49

23

49

Provision for impairment of non-current asset held for sale *

172

-

172

-

195

49

195

49

Set-off against deferred tax liabilities 

(note 19)

(195)

(49)

(195)

(49)

-

-

-

-

*The deferred tax asset attributable to provision for impairment of non-current asset held for sale has been booked only to the extent that it can be offset against deferred tax liabilities.

17 Current liabilities - Trade and other payables

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Trade payables

862

701

194

633

Other payables and accruals

75

114

85

114

937

815

279

747

Trade creditors are non-interest bearing and are normally settled on 30 day terms. Other creditors and accruals are non-interest bearing and are settled on an at-call basis. 

18 Non-current liabilities - Borrowings

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Unsecured

Other loans

384

321

-

-

384

321

-

-

The other loans are non interest bearing and have no set date for repayment, other than they are not due for repayment in the next 12 months.

  

19 Deferred tax liabilities

The balance comprises temporary differences attributable to:

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Amounts recognised in profit and loss:

Unrealised foreign gains on cash assets

195

48

195

48

Property plant and equipment

-

1

-

1

195

49

195

49

Set-off against deferred tax assets 

(note 16)

(195)

(49)

(195)

(49)

-

-

-

-

Deferred tax liabilities to be settled within 12 months

195

49

195

49

Deferred tax liabilities to be settled after 12 months

-

-

-

-

195

49

195

49

20 Contributed equity 

(b) Movements in ordinary share capital:

Date

Details

Number of shares

Issue price

$000

1/7/2007

Opening balance

111,579,270

65,580

2/7/2007

Employee share plan loan repaid - proceeds received 

33,334

17

18/7/2007

Convertible note conversion

2,777,778

$0.74

2,056

20/7/2007

Acquisition of subsidiary

3,962,757

$1.45

5,746

6/8/2007

Payment of final mine purchase consideration

2,349,400

$0.84

1,974

19/9/2007

Employee options exercised

1,825,000

$0.52 & $1.00

1,429

30/6/2008

Placement

39,745,500

$0.54

21,569

Less: issue transactions costs

(1,255)

30 June 2008

Balance

162,273,039

97,116

Date

Details

Number of shares

Issue price

$000

1/7/2008

Opening balance

162,273,039

97,116

22/7/2008

Acquisition of subsidiary & services contract

17,494,071

$0.40

6,998

22/12/2008

Employee share plan loan repaid - proceeds received 

7,766,667

528

13/4/2009

Employee share plan loan repaid - proceeds received 

200,000

16

20/5/2009

Further consideration for acquisition of subsidiary

2,158,447

$0.09

194

Less: issue transactions costs

-

(18)

30 June 2009

Balance

189,892,224

104,835

  

20 Contributed equity (continued)

(c) Movement in Employee Share Plan shares issued with limited recourse employee loans:

Date

Details

Notes

Number of shares

1/7/2007

Opening Balance

8,000,001

2/7/2007

Employee share plan loan repaid - shares transferred to ordinary share capital 

(33,334)

11/12/ 2008

Employee share plan issue

850,000

30 June 2008

Balance

8,816,667

22/12/2008

Employee share plan loan repaid - shares transferred to ordinary share capital 

(7,766,667)

13/4/2009

Employee share plan loan repaid - shares transferred to ordinary share capital 

(200,000)

30 June 2009

Balance

850,000

As at 30 June 2009 the weighted average issue price of issued employee share plans shares on issue is $0.915. Refer to note 33 for details of the employee share plan.

  

20 Contributed equity (continued)

(d) Share options

Number of options

2009

2008

Options exercisable at $0.31 on or before 30 June 2010

500,000

500,000

Options exercisable at $0.95 on or before 30 June 2009

-

450,000

Employee option plan options (refer note 33)

- at $0.52 per share on or before 30 June 2010

125,000

125,000

625,000

1,075,000

(e) Movements in share options

To acquire ordinary fully paid shares at $0.31 on or before 30 June 2010:

Beginning of the financial year

500,000

-

Options issued during year

-

500,000

Balance at end of financial year

500,000

500,000

To acquire ordinary fully paid shares at $0.95 on or before 30 June 2009:

Beginning of the financial year

450,000

-

Options issued during year

-

450,000

Expired during year

(450,000)

-

Balance at end of financial year

-

450,000

Refer to note 33 for movements in the employee option plan including details of options issued, exercised, and cancelled during the year and options outstanding at the end of the financial year.

(f) Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

(g) Employee share scheme

Information relating to the employee share scheme, including details of shares issued under the scheme, is set out in note 33.

  

21 Reserves

Movements in reserves during the year were:

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Available-for-sale investments revaluation reserve

Opening balance 

(83)

62

(83)

62

Revaluation 

(47)

(145)

(47)

(145)

Deferred tax

-

-

-

-

Closing balance 

(130)

(83)

(130)

(83)

Share-based payments reserve

Opening balance 

1,888

1,461

1,888

1,461

Expense for the year

152

427

152

427

Closing balance 

2,040

1,888

2,040

1,888

Foreign currency translation reserve

Opening balance 

98

(2,523)

-

-

Currency translation differences

(8)

-

-

-

Transferred to income and expense upon disposal of subsidiary

-

2,621

-

-

Closing balance 

90

98

-

-

Convertible note premium reserve

Opening and closing balance 

219

219

219

219

2,219

2,122

2,129

2,024

  

21 Reserves (continued)

Nature and purpose of reserves

 (i) Available-for-sale investments revaluation reserve

Changes in the fair value and exchange differences arising on translation of investments, such as equities, classified as available-for-sale financial assets, are taken to the available-for-sale investments revaluation reserve. Amounts are recognised in profit and loss when the associated assets are sold or impaired.

 (ii) Share-based payments reserve

The share-based payments reserve is used to recognise the fair value of employee share plan shares issued with an attaching limited recourse employee loan; and employee option plan options issued but not exercised.

(iii) Foreign currency translation reserve

Exchange differences arising on translation of foreign controlled entities are taken to the foreign currency translation reserve. The reserve is recognised in profit and loss when the net investment is disposed of.

(iv) Convertible note premium reserve

This reserve arose form an historic issue of convertible notes by the Company and relates to the value of the conversion rights that attached to the convertible notes issued, net of tax.

22 Accumulated losses

Movements in accumulated losses were as follows:

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Balance at beginning of year

(55,941)

(57,029)

(55,712)

(44,629)

Net (loss)/profit attributable to members of Dwyka Resources Limited

(24,987)

1,088

(25,126)

(11,083)

Balance at end of financial year

(80,928)

(55,941)

(80,838)

(55,712)

  

23 Key management personnel disclosures 

Refer to pages11,12 and 14 for details of directors and key management personnel.

(a) Key management personnel compensation

Consolidated

Parent entity

2009

2008

2009

2008

$

$

$

$

Short-term employee benefits

854,006

648,982

854,006

616,192

Post-employment benefits

22,766

18,840

22,766

18,840

Share-based payments

87,131

226,437

87,131

192,996

963,903

894,259

963,903

828,028

 

The Company has taken advantage of the relief provided by Corporations Regulation CR2M.604 and has transferred the detailed remuneration disclosures to the directors' report. The relevant information can be found in sections A-C of the remuneration report.

 (b) Equity instruments disclosure relating to key management personnel

(i) Shares and options provided as remuneration and shares issued on exercise of such options

Details of shares and options provided as remuneration, and of shares issued on the exercise of such options, together with the terms and conditions of the shares and options, can be found in section D of the remuneration report.

(ii) Option holdings

The directors of Dwyka Resources Limited and other key management personnel of the Group, including their personally related parties have not held options in the Company during the 2008 and 2009 financial years; other than C Bredenkamp who held and then exercised 750,000 options during the year ended 30 June 2008. 

(b) Equity instruments disclosure relating to key management personnel (continued)

(iii) Share holdings

The numbers of shares in the Company held during the financial year by each director of Dwyka Resources Limited and other key management personnel of the Group, including their personally related parties, are set out below. 

2009 Ordinary shares

Name

Balance at the start of the year

Movement during the year 

Balance at the end of the year

Directors of Dwyka Resources Limited

M Sturgess

2,069,855

-

2,069,855

E Kirby

1,016,129

-

1,016,129

T McConnachie

-

-

-

M Langoulant

1,016,129

-

1,016,129

Other key management personnel of the Group

M Churchouse

-

-

-

M Burchnall

250,000

-

250,000

R Jarvis

250,000

-

250,000

2008 Ordinary shares

Name

Directors of Dwyka Resources Limited

M Sturgess

2,069,855

-

2,069,855

E Nealon

2,064,129

-

2,064,129

E Kirby

1,016,129

-

1,016,129

Griffin

1,005,000

-

1,005,000

T McConnachie

-

-

-

M Langoulant

1,016,129

-

1,016,129

Other key management personnel of the Group

C Bredenkamp

12,660

-

12,660

M Burchnall

-

250,000

250,000

(c) Loans to key management personnel

As at 30 June 2009 the Company has made loans to various key management personnel as follows

Name

Balance at the start of the year

Movement during the year 

Balance at the end of the year

M Sturgess

-

136,000

136,000

E Kirby

-

68,000

68,000

M Langoulant

-

68,000

68,000

-

272,000

272,000

The above loans were advanced on the following basis:

Term - 2 years from 13 May 2009;

Interest rate - 6% pa, payable 6 monthly in arrears;

Security - lien over Dwyka Resources shares to the value of the loan; and

Principal repayment - 13 May 2011

  

24 Remuneration of auditors

Consolidated

Parent entity

2009

2008

2009

2008

$

$

$

$

Remuneration for audit or review of the financial reports of the parent entity or any entity in the Group:

Auditor of the parent entity

- Australian firm

72,000

162,674

72,000

162,674

- Other firms

4,496

7,178

-

-

76,496

169,852

72,000

162,674

Remuneration for other services:

Services received from related practices of the Australian firm in relation to the audit and disposal of that subsidiary

-

102,000

-

102,000

25 Contingencies/Commitments

(a) Contingent liabilities 

The parent entity and Group had no known contingent liabilities as at 30 June 2009 (2008: Nil)

(b) Contingent assets 

The parent entity and Group had no known contingent assets as at 30 June 2009 (2008: Nil)

(c) Commitments 

The Company has committed to a USD2.143 million exploration expenditure program in relation to its nickel project in Burundi. This exploration expenditure is to spent over the next 2 year period. In prior years the exploration commitment on this project was the responsibility of BHP Billiton.

  

26 Related party transactions 

(a) Parent entity

The ultimate parent entity in the wholly-owned group and the ultimate Australian parent entity is Dwyka Resources Limited.

(b) Subsidiaries

Interests in subsidiaries are set out in note 27.

(c) Key management personnel

Disclosures relating to key management personnel are set out in note 23.

(d) Transactions with related parties

The following transactions occurred with related parties:

Parent entity

2009

2008

$

$

Loans advanced to controlled entities

Opening balance

970,749

16,922,367

- cash advances to controlled entities

4,763,579

866,279

- parent company shares issued on behalf of controlled entities

194,263

-

- prior year cash advance prior to becoming a controlled entity

233,168

-

- loan recovered on sale of controlled entities

-

(16,678,515)

- increase in provision for loss on loans to related parties

(4,370,730)

(139,382)

Closing balance

1,791,029

970,749

 (e) Outstanding balances

The following balances are outstanding at the reporting date in relation to transactions with related parties:

Non-current loans advanced by Dwyka to controlled entities. These loans are unsecured non- interest bearing and have no set time for repayment 

1,791,029

970,749

  

27 Controlled entities 

The consolidated financial statements incorporate the assets, liabilities and results of the following controlled entities in accordance with the accounting policy described in Note 1(b):

Name of entity

Country of incorporation

Class of shares

Equity holding

%

2009

2008

Swazi Gold Ventures Limited*

South Africa

Ordinary

50

50

Danyland Limited

British Virgin Islands

Ordinary

100

100

Danyland Limited

Burundi

Ordinary

100

100

Karrinyup Holdings Limited

Mauritius

Ordinary

100

100

Danyland Mining South Africa Limited

South Africa

Ordinary

100

100

Asian Coal Resources Limited

British Virgin Islands

Ordinary

100

-

* Consolidated on the basis that the parent entity has provided the sole funding for this company's activities up to 30 June 2009.

28 Investments in associates

As at 30 June 2009 the Company holds 28.68(2008: 48.2%) of Carlton ResourcePlc. This investment is accounted for as a non-current asset held for sale - refer note 10.

  

29 Discontinued operations

 

(a) Description

On 21 August 2007 the Company announcement its intention to sell its diamond and industrial divisions to the AIM listed Carlton Resources Plc (formerly KimCor Diamonds Plc). This transaction was completed with effect from 21 September 2007 and the divisions disposed of are reported in this financial report as discontinued operations.

Financial information relating to the discontinued operations for the period to the date of disposal is set out below. Further information is set out in note 4 - segment information.

 

(b) Financial performance and cash flow information

The financial performance and cash flow information presented are for the year ended 30 June 2009 and the period ended 21 September 2007 (2008 column).

Consolidated

2009

2008

$000

$000

Revenue 

-

2,495

Expenses

-

(3,835)

Loss before income tax

-

(1,340)

Income tax benefit

-

-

Loss after income tax of discontinued operations

-

(1,340)

Gain on sale of the division before income tax

-

13,995

Income tax expense

-

-

Gain on sale of the division after income tax

-

13,995

Profit/(loss) from discontinued operations

-

12,655

Net cash outflow from operating activities

-

(870)

Net cash outflow from investing activities 

-

(182)

Net cash inflow from financing activities

-

-

Net decrease in cash utilised by discontinued operations

-

(1,052)

 

(c) Carrying amounts of assets and liabilities

The carrying amounts of assets and liabilities as at 30 June 2009 and 21 September 2007 (2008 column): 

Consolidated

2009

2008

$000

$000

Cash

-

229

Trade and other receivables

-

786

Inventories

-

606

Property, plant and equipment

-

5,327

Exploration, evaluation and mining properties

-

2,492

Other

-

298

Total assets

-

9,738

Trade and other payables

-

1,713

Provisions

-

832

Borrowings

-

3,888

Total liabilities

-

6,433

Net assets

-

3,305

 

(d) Details of the sale of the discontinued operations

Consolidated

2009

2008

$000

$000

Consideration received:

Value of KimCor Diamonds Plc shares received 

-

20,157

Total disposal consideration

-

20,157

Adjustment of reserves relating to discontinued operations

-

(2,857)

Carrying amount of net assets sold

-

(3,305)

Gain on sale before income tax

-

13,995

Income tax expense

-

-

Gain on sale after income tax

-

13,995

  

30 Events occurring after the balance sheet date

Since the end of the financial year the Group has:

O15 July 2009 the Company declared its offer for all the issued capital of Minerva Resources Plc unconditional. During July and August 2009 the Company issued 28,085,781 ordinary Dwyka shares to the accepting Minerva shareholders taking Dwyka's ownership in Minerva to 91.01%. Dwyka has commenced the process to compulsorily acquire the remaining outstanding shares to move to 100% ownership of Minerva. The Group is yet to finalise the fair value accounting on the acquisition of Minerva Resources Plc. This transaction was completed after the end of the financial year. Transaction costs in relation to this takeover that were incurred during the 2009 financial year have been expensed in the 2009 financial year.

Having received shareholder approval on 3 September 2009, the Company on 4 September 2009 issued 5,000,000 ordinary shares at $0.11 to directors/employees and consultants under the Company's Employee Share Plan. In addition the Company also issued 5,800,000 employee Options exercisable at $011 on or before 30 September 2012 to a director/employees and consultants under the Company's Employee Option Plan. The vesting of both the Employee Shares and Employee Options are subject to certain ongoing employment obligations in accordance with the Share and Option Plan conditions.

Except for the above, no other matter or circumstance has arisen since 30 June 2009 that has significantly affected, or may significantly affect:

the Group's operations in future financial years;

the results of those operations in future financial years; or

the Group's state of affairs in future financial years.

31 Reconciliation of profit/(loss) after income tax to net cash outflow from operating activities

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Profit/(loss) after tax

(24,987)

1,088

(25,126)

(11,083)

Depreciation and amortisation

34

92

20

74

Sundry income

(40)

-

(40)

-

Profit on sale of discontinued operations

-

(13,525)

-

(541)

Equity accounted loss

-

822

-

-

Foreign exchange (gain)/loss

270

145

270

145

Share based compensation

152

427

152

427

Takeover transaction costs

561

-

561

-

Impairment of assets

21,992

7,181

22,158

8,122

(Loss)/profit on sale of non current assets

-

68

-

89

(Increase)/decrease in receivables

47

(173)

54

(116)

(Decrease)/increase in payables

(301)

(55)

(233)

(101)

(Decrease)/increase in current provisions

-

(38)

-

(7)

Net cash flow used in operating activities

(2,272)

(3,968)

(2,184)

(2,991)

  

Non-cash financing activities

During the 2009 year the company issued

17,494,071 ordinary shares at $0.40 as consideration for the acquisition of a subsidiary and for Project management contract services; and

2,158,477 ordinary shares at $0.09 as final consideration with respect to the acquisition of the Burundi nickel project.

During the 2008 year the Company issued:

.

2,777,778 ordinary shares at $0.74 to extinguish in full a GBP1 million convertible note;

2,349,400 ordinary shares at $0.84 to final settlement of outstanding obligations regarding the purchase of certain companies that owned various South African underground diamond mines. These mines are no longer part of the Group; 

3,962,757 ordinary shares at $1.45 as part consideration to acquire a 50% interest in Swazi Gold Ventures (Pty) Ltd; and

39,745,500 ordinary shares at $0.54 by cash placement - the proceeds of which were received into the Company's bank account on 4 and 8 July 2008.

32 Earnings/(loss) per share

The following reflects the operating (loss)/profit and share data used in the calculations of basic and diluted earnings/(loss) per share:

2009

2008

$000

$000

Net consolidated (loss)/profit

(24,987)

1,088

Earnings/(loss) used in calculating basic and diluted earnings/(loss) per share

(24,987)

1,088

Number

Number

Weighted average number of ordinary shares used in calculating basic earnings/(loss) per share

179,062,193

120,764,881

Effect of dilutive securities:

Employee share plan shares

850,000

8,816,667

Options

-

177,083

Adjusted weighted average number of ordinary shares used in calculating diluted earnings/(loss) per share

179,912,193

129,758,631

Information concerning the classification of securities:

Certain granted options have not been included in the determination of diluted profit per share as they are not dilutive. Details relating to all options are set out in the Directors' Report and note 20.

  

33 Share-based payments

(a) Employee Option Plan

Employee incentive option plans have been approved at shareholder general meetings No employee incentive options have been issued in the financial years ended 30 June 2009 and 30 June 2008.

 (b) Employee Share Plan

Employee incentive share plans have been approved at shareholder general meetings

No employee share plan shares were issued in the year ended 30 June 2009. 

In December 2007, 850,000 shares were issued at $0.915 to non-director employees and consultants under the plan. These shares are to be paid by way of a loan payable on or before 11 December 2009 (as provided by the plan).

For details of the shares issued to directors and executives refer to note 23.

 (c) Expenses relating to share based payment transactions

Consolidated

Parent entity

2009

2008

2009

2008

$000

$000

$000

$000

Shares issued under employee share plan

152

328

152

328

Options issued in exchange for services rendered

-

99

-

99

152

427

152

427

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR DGGMLNGMGLZG

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