28th Sep 2012 07:00
Wolf Minerals Limited
(ABN: 11 121 831 472)
and Controlled Entities
Annual Report
For the Financial Year Ended 30 June 2012
CONTENTS
CORPORATE DIRECTORY
CHAIRMAN'S LETTER
DIRECTORS' REPORT
AUDITOR'S INDEPENDENCE DECLARATION
DIRECTORS' DECLARATION
INDEPENDENT AUDITOR'S REPORT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASHFLOWS
NOTES TO THE FINANCIAL STATEMENTS
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
CORPORATE GOVERNANCE
Corporate Directory
NON EXECUTIVE CHAIRMAN
John Hopkins
EXECUTIVE MANAGING DIRECTOR
Humphrey Hale
NON EXECUTIVE DIRECTORS
Jonathan Downes
Adrian Byass
Jim Williams
Don Newport
Chris Corbett
CHIEF FINANCIAL OFFICER
COMPANY SECRETARY
Richard Lucas
PRINCIPAL & REGISTERED OFFICE
Level 3, 22 Railway Road
SUBIACO WA 6008
AUDITORS
PKF Mack & Co
Level 2, 35 Havelock Street
WEST PERTH WA 6005
LAWYERS
Steinpreis Paganin
Level 4, 16 Milligan Street
PERTH WA 6000
SHARE REGISTRAR
Security Transfer Registrars Pty Ltd
770 Canning Hwy
APPLECROSS WA 6153
UK DEPOSITORY
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZZ
STOCK EXCHANGE LISTINGS
Australian Securities Exchange
(Home Exchange: Perth, Western Australia)
Code: WLF
Alternative Investment Market
London Stock Exchange
Code: WLFE
BANKERS
National Australia Bank
50 St Georges Terrace
PERTH WA 6000
WEBSITE
www.wolfminerals.com.au
Chairman's Letter
Dear Shareholder
I would like to thank you for your continuing support of our Company. The company has progressed the Hemerdon project on a number of fronts since publishing the Definitive Feasibility Study (DFS) in May last year. This is demonstrated by the completion of the link road on site which represents breaking the ground on the project.
In November last year, Wolf listed on the AIM market of the London Stock Exchange and has had strong market support ever since. We welcome over 150 new shareholders into the company from the UK who have accumulated over 10% of the shares in the Company.
Wolf has a first mover advantage in the tungsten space and continues to maintain an aggressive timetable to production at Hemerdon. The Company is working hard to achieve an enviable debt to equity ratio with the banks to fund the project and minimise dilution to shareholders.
The Hemerdon project has very robust economics, with one of the lowest forecast operating costs in the western world and remains the closest new tungsten project to production. This places Wolf in a strong position to compete with Chinese producers. The world tungsten market has softened this year along with most other commodities; however the tungsten price is still at a level that is significantly higher than our base case DFS number which confirms the strength of the project.
The Company's long term strategic goal is to remaining open to further opportunities in the strategic metals market.
We are very excited about the year ahead as we move to complete the financing of the project and build the mine.
Yours sincerely
John Hopkins
Non Executive Chairman
Directors' Report
Your Directors present their report on the Company and its controlled entities for the financial year ended 30 June 2012.
Directors
The names of Directors in office at any time during or since the end of the year are:
John Hopkins Non Executive Chairman
Humphrey Hale Executive Managing Director
Jonathan Downes Non Executive Director
Adrian Byass Non Executive Director
Jim Williams Non Executive Director
Don Newport Non Executive Director
Chris Corbett Non Executive Director
The Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
Principal activities
The principal activities of the consolidated group during the financial year were mineral exploration and development.
There were no significant changes in the nature of the consolidated group's principal activities during the financial year.
Operating results
The consolidated loss of the consolidated group after providing for income tax and eliminating minority equity interests amounted to $5,425,552 (2011: $1,053,793).
Dividends paid or recommended
The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report.
Review of Operations
Executive Summary
During the year the Company has been focused on advancing the development of the Hemerdon Project and maintaining its first mover advantage compared to other tungsten projects, having successfully completed the Definitive Feasibility Study in May 2011.
The Company obtained a credit approved offer of £55 million of senior debt. Wolf followed this up with the signing of a Heads of Terms agreement with offtakers that provided the commercial terms of a five year offtake and an additional £20 million of project funding. Following the year end the Company announced that it had mandated its syndicate of banks to seek revised credit approval to provide senior debt finance facilities totalling GBP75 million (AU$114 million) to fund the commercial development of the Hemerdon project removing the need for the £20 million of funding from offtakers.
Corporate activities included the dual listing of the company on the AIM market of the London Stock Exchange. This has been very positive for the company as Wolf has been introduced to a new market and has broadened its shareholder base with approximately 10% of the issued share capital of the Company now held in the UK.
In parallel with the financing of the project the Company tendered the construction of the plant and infrastructure on site as an EPC contract to internationally renowned bidders. Management is in the process of adjudicating tenders. In addition, Wolf passed another milestone when the Company completed construction of the link road on 27 July 2012.
DIRECTORS' REPORT (CONTINUED)
Review of Operations (continued)
A summary of the key activities during the year include:
·; Development capital facility for A$6 million secured
·; Engagement of UK Operations Manager
·; British Geological Survey lists tungsten as 4th most critical mineral
·; Credit approval for £55 million project finance
·; Successful listing and trading on AIM
·; Construction completed on the Hemerdon link road
·; UK Government support from UK Minister of State for Trade and Investment
·; Wolf signs offtake Heads of Terms and £20 million project funding
·; Wolf completes A$5 million placement to senior shareholders
·; Wolf bids Plant & Infrastructure EPC Contract
Development capital facility
In August 2011 the Company accepted an offer from Resource Capital Fund V L.P. ("RCF") to provide a secured development capital facility of $6 Million with a term of 12 months from first draw-down, which occurred in January 2012.
This facility provides Wolf with flexibility through progressive draw down of funds and minimises dilution to existing shareholders. It is anticipated the facility will be repaid from the balance of project funding.
Shareholder approval was granted to accept this facility at an EGM held on 5 October 2011.
Engagement of UK Operations Manager
Wolf engaged Jeffrey Harrison as UK Operations Manager for Wolf Minerals. Jeff is a Mining Engineer with over 20 years of experience in senior management roles with a strong understanding of open pit mining and the mining environment in the South West of England.
Jeff has significant experience in large scale open pit operations around the world. Prior to his move back to the UK, Jeff was General Manager at Queensland Magnesia in Australia and prior to this Jeff was Operations Manager for Imerys in the South West of England. Imerys is an international company that operates multiple open cut mines in the South west of England.
Jeff graduated from Nottingham University with a BSc in Mining Geology which he followed up with an MSc in Engineering Rock Mechanics at the Royal School of Mines in London.
Jeff is a member of The Australian Institute of Quarrying and a Fellow of the Australasian Institute of Mining and Metallurgy.
British Geological Survey publishes risk list - tungsten 4th most critical
The risk list gives a quick indication of the relative risk in 2011 to the supply of the chemical elements or element groups which we need to maintain our economy and lifestyle. The position of an element on this list is determined by a number of factors which might impact on supply. These include the abundance of elements in the Earth's crust, the location of current production and reserves, and the political stability of those locations.
The risk list highlights a group of elements where global production is concentrated in a few countries. The restricted supply base combined with the relatively low political stability ratings for some major producing countries significantly increase risk to supply. The list highlights economically important metals which are at risk of supply disruption including rare earths, platinum group metals, niobium and tungsten.
DIRECTORS' REPORT (CONTINUED)
Review of Operations (continued)
Credit approval for £55 million project finance
In December 2011, the Company mandated UniCredit Bank AG (UniCredit Corporate & Investment Banking), ING Bank N.V. and Caterpillar Financial SARL to provide senior debt finance facilities totalling £55 million (AU$81.58 million) to fund the commercial development of the Hemerdon Project.
On 5 March 2012, Wolf announced it had received credit approval for £55 million in senior debt finance facilities to fund the commercial development of its Hemerdon Tungsten and Tin project.
The funding will support the planned construction of the Hemerdon project, based on the completed Definitive Feasibility Study.
UniCredit Bank AG, ING Bank N.V. and Caterpillar Financial SARL are recognised global leaders in mining project finance. They were appointed following the completion of a competitive process facilitated by Optimum Capital Pty Ltd, which incorporated a technical due diligence review undertaken on behalf of the financiers by Micon International and a further independent marketing study by Roskill Consulting Group.
On 3 September 2012 the Company announced that it had ceased negotiations in relation to the original £55 million facility and had mandated its syndicate of banks to seek revised credit approval to provide senior debt finance facilities totalling £75 million (AU$114 million) to fund the commercial development of the Hemerdon project removing the need for the £20 million of subordinated debt from offtakers.
Successful listing and commencement of trading on AIM
Wolf completed its successful listing on the AIM market of the London Stock Exchange on 30 November 2011. The Company's shares commenced trading on AIM on the same day.
Wolf trades on AIM under the ticker WLFE.
The Company's AIM listing was a compliance listing, whereby its entire existing ordinary share capital was listed on AIM. There was no capital raising associated with the listing. Evolution Securities Limited acted as the Company's Nominated Adviser and Broker. Evolution was subsequently acquired by Investec in late 2011.
AIM is the London Stock Exchange's international market for smaller emerging companies. It is the most successful growth market in the world, and since its launch in 1995, more than 3,000 companies from around the world have listed on AIM.
Given the advanced stage nature of Wolf's core Hemerdon Project and its UK location, the Company viewed the AIM listing as a natural fit for Wolf and a logical next-step in its development.
The AIM listing is designed to provide a direct mechanism for UK investors to share in Wolf's growth, and the Company is benefiting from having direct access to the London capital market.
Construction completed on the Hemerdon link road
In December 2011 all relevant planning permissions had been granted for the Hemerdon link road and the Company appointed Bardon Contracting, an Aggregate Industries UK Ltd. business, to construct the 600 metre link road between Lee Moor Road and West Park Hill in Plympton. This is an important milestone for Wolf as it will place the Company in a position to break ground on the Hemerdon project in the near future.
Bardon was selected following a competitive tender process and have already completed work on the detailed design of the two bridges required.
Construction began on the link road in February 2012 and was completed on 27 July 2012.
As specified in the conditions of the main mine permit, the public link road has been constructed to remove a long term constriction in the transport network prior to developing the mine. It is intended that the new road will benefit other local extractive operations and create a long term piece of infrastructure to support safe and efficient transportation in the local area.
DIRECTORS' REPORT (CONTINUED)
Review of Operations (continued)
UK Government support from UK Minister of State for Trade and Investment
Wolf received formal UK Government support for the development of the Hemerdon project. The support came directly from the UK Minister of State for Trade, Lord Green of Hurstpierpoint, and represented a significant acknowledgement of the importance of the Hemerdon project to the local community and to the UK and wider EU.
The Minister wrote to Wolf to offer his support to the Company following the successful completion of planning consents for the development of the Hemerdon project. Lord Green said that he hoped the Company would be able to proceed quickly with the development of the project.
In offering his support to Wolf, Lord Green said: "This is an important project for a number of reasons; to the local community in terms of jobs and wealth creation and to the UK and wider EU in securing supplies of tungsten. I am aware that tungsten ranks highly in both the British Geological Society and EU's critical raw materials lists and that it has unique properties that are impossible to replace in certain specialised industrial applications."
Wolf signs offtake Heads of Terms and £20 million project funding
In April 2012, the Company signed a non-binding Heads of Terms (Heads) for tungsten offtake from the Hemerdon project plus a £20 million loan facility with Wolfram Bergbau und Hutten AG, Austria (WBH) and Global Tungsten & Powders Corp, Pennsylvania, USA (GTP).
The offtake agreements cover 80% of Hemerdon's expected average annual tungsten concentrate output for a minimum of 5 years (extendable under mutual consent) and are part of a joint effort between WBH and GTP to support the development of the Hemerdon project as a major new tungsten mine.
Subject to technical and legal due-diligence and relevant corporate approvals, WBH and GTP had also agreed to provide a £20 million loan facility to Wolf as part of the project funding package. This is in addition to the senior debt facility of £55 million announced on 5 March 2012. However, it is now expected that this debt funding will not be required as the senior debt facility is expected to be increased to £75 million.
Under the Heads, Wolf is expected to supply a 65% tungsten trioxide, wolframite concentrate based on standard commercial terms. The Hemerdon mine is expected to produce an average of 345,000 metric tonne units of tungsten trioxide in concentrates per annum, and 450 tonnes of tin.
Wolf completes A$5 million placement to senior shareholders
In May 2012 the Company raised A$5 million through a placement to two of its major shareholders, Resource Capital Fund V LP (RCF) and Traxys Projects LP (Traxys). The placement was for a total of 18,518,519 ordinary shares at a price of 27 cents (17p) per share. RCF subscribed for 16,666,667 ordinary shares and Traxys subscribed for 1,851,852 ordinary shares.
The placement funds provide additional working capital for the Company as it continues to finalise its financing arrangements for the Hemerdon Project and will help ensure that Wolf maintains its development schedule at the project and covers costs associated with construction of the Hemerdon link road.
The Company issued 4,351,852 shares under its existing 15% authority to allot shares for A$1,175,000 and the remaining shares were subject to shareholder approval, which was obtained at a General Meeting held on 16 July 2012.
Wolf bids Plant & Infrastructure EPC Contract
Following a pre-qualification process, tender documents have been issued to international engineering contractors to competitively bid for the EPC contract to design, construct, and commission the new processing plant and associated infrastructure at the Hemerdon project.
The Company advises that tenders have been received and that the company is continuing to evaluate the bids.
DIRECTORS' REPORT (CONTINUED)
Review of Operations (continued)
Financial position
The net assets of the consolidated group have decreased from A$10,165,556 in 2011 to A$7,426,710 in 2012. This is primarily as a result of the expenditure for the year on the dual listing on AIM and the construction of the link road. These costs were primarily funded through the A$6,000,000 development loan facility from RCF.
As a result of securing the development loan facility the group's working capital, being current assets less current liabilities, has decreased from A$2,816,224 in 2011 to A$(5,351,206) in 2012. The group announced on 20 July 2012 that it had completed the additional A$3,825,000 placement to RCF to improve the working capital position and allow it to continue its current activities. As at the end of August 2012 the Company had cash of A$3.4 million.
The Directors believe the group is in a stable financial position.
Significant changes in state of affairs
There were no significant changes in the state of affairs of the parent entity during the financial year:
Future developments
The Company will continue its mineral exploration activity at and around its exploration projects with the object of identifying commercial resources.
After balance date events
On 20 July 2012 the Company announced the completion of the A$5,000,000 placement to RCF and Traxys following shareholder approval at a meeting on 16 July 2012. An additional 14,166,667 shares were issued to RCF for A$3,825,000. The funds provide additional working capital for the Company as it continues to complete the financing arrangements for the project.
On 20 July 2012 the Company announced the issue of 515,824 shares and 747,968 options to RCF in satisfaction of interest and utilisation fees respectively on the development loan facility for the quarter ended 30 June 2012.
On 31 July 2012 the Company announced the construction of the link road had been completed and the road had been officially opened on 27 July 2012.
On 3 September 2012 the Company announced UniCredit Bank AG (UniCredit Corporate & Investment Banking), ING Bank N.V. and Caterpillar Financial SARL had been mandated to seek revised credit approval for an increase in senior debt finance facilities from £55 million to £75 million to fund the commercial development of the Hemerdon Project and replace the proposed subordinated facilities expected to be provided by Wolf's offtake partners. The increase in senior debt facilities provides a simplified finance structure for the project and will enable the Company to finalise the offtake agreements without the need for subordinated debt facilities. The revised credit approval is expected to be completed by mid-October 2012.
No other matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.
Environmental issues
The Company is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out any exploration work.
DIRECTORS' REPORT (CONTINUED)
INFORMATION ON DIRECTORS
Mr John Hopkins | - | Non Executive Chairman |
Qualifications | - | LLB, FAICD |
Experience | - | John is a professional Company Director and Chairman and is a graduate in law of the University of Western Australia and was admitted to practice as a barrister and solicitor for more than 35 years. John is a Fellow of the Australian Institute of Company Directors.
John has been on the board or Chairman of more than a dozen public listed companies since 1985 (both in Australia and Canada) in both the resource and industrial sectors. As such he has been involved in the financing and development (and subsequent M & A activities) of many gold, base metal, energy (coal and oil and gas), mineral sands and other resource projects in both Australia and overseas.
|
Interest in Shares and Options | - | 170,000 fully paid Ordinary Shares. 34,000 $0.23 options expiring 30 September 2012. 850,000 $0.35 options expiring 20 November 2013. |
Directorships held in other listed entities | - | Chairman of Midas Resources Ltd (MDS) from 30 June 2011 to date. Chairman of Universal Coal Plc (UNV) from April 2012 to date. Universal Coal Plc (UNV) from September 2010 to April 2012. Thundelarra Exploration Ltd (THX) from September 2011 to date. |
Mr Humphrey Hale | - | Executive Managing Director |
Qualifications | - | B Sc (Hons) Exploration and Mining Geology, MAIG. |
Experience | - | Humphrey has over 16 years experience in the exploration and mining industry. This experience has principally been gained through exploration, resource development and mine feasibility roles for mining and exploration companies in various commodities. Humphrey was a founding director of a private gold exploration company in QLD. He spent 5 years with an exploration and mining consultant where he gained experience in multiple commodities, before taking on management of near mine exploration including a major feasibility study to establish an underground mine for AngloGold Ashanti. |
Interest in Shares and Options | - | 1,955,000 fully paid Ordinary Shares. 850,000 $0.88 options expiring 12 March 2013. 51,000 $0.23 options expiring 30 September 2012. 416,667 performance rights expiring 1 December 2018. |
Directorships held in other listed entities | - | Nil. |
DIRECTORS' REPORT (CONTINUED)
INFORMATION ON DIRECTORS (continued)
Mr Adrian Byass | - | Non Executive Director |
Qualifications | - | B Sc Hon (Geol), B Econ, FSEG, MAIG |
Experience | - | Adrian has over 14 years experience in the mining and minerals industry. This experience has principally been gained through mining, resource estimation and mine development roles for several gold and nickel mining and exploration companies. Through his experience in resource estimation for professional association membership, Adrian is a Competent Person for reporting to the ASX for certain minerals. Adrian has also gained experience in corporate finance and financial modelling during his employment with publicly listed mining companies. Adrian was a founder of Siberia Mining Corporation and Hibernia Gold (now Moly Mines Limited). Adrian is currently an Executive Director of Ironbark Zinc Limited. |
Interest in Shares and Options | - | 1,020,000 fully paid Ordinary Shares. 204,000 $0.23 options expiring 30 September 2012. |
Directorships held in other listed entities | - | Ironbark Zinc Limited from April 2006 to date. Corazon Mining Limited from September 2009 to date. |
Mr Jonathan Downes | - | Non Executive Director |
Qualifications | - | B Sc Geol, MAIG |
Experience | - | Jonathan has over 14 years experience in the minerals industry and has worked in various geological and corporate capacities. Jonathan has experience in nickel, gold and base metals and has been intimately involved with numerous private and public capital raisings. Jonathan was a founding director of Hibernia Gold (now Moly Mines Limited) and Siberia Mining Corporation Limited. Jonathan was an executive director of Siberia Mining Corporation Limited and is currently Managing Director of Ironbark Zinc Limited and a non executive director of Corazon Mining Limited and Waratah Gold Limited. |
Interest in Shares and Options | - | 1,089,360 fully paid Ordinary Shares. 217,872 $0.23 options expiring 30 September 2012. |
Directorships held in other listed entities | - | Corazon Mining Limited from April 2006 to date. Ironbark Zinc Limited from April 2006 to date. Sabre Resources Limited from December 2007 to date. Waratah Gold Limited from July 2008 to date. |
Mr Jim Williams | - | Non Executive Director |
Qualifications | - | MSc C Eng FAusIMM |
Experience | - | Jim has had a long and successful career that spans the globe in open pit and underground mining engineering. Most recently he was the founding Head of Mining for Fortescue Metals Group Ltd before retiring in May 2007. Jim provided the necessary mining technical expertise, creativity and knowledge that were critical ingredients in establishing Fortescue's credibility within the mining industry. Jim has worked in Australia, Zambia, South Africa and SE Asia principally in bulk mining operations. Jim has served as mining engineer for Bechtel in Australasia, principal mining consultant for Minproc Engineers and CEO of Laverton Gold for 3 years. Jim ran his own Perth based mining consultancy for many years during which time he reviewed more than 20 feasibility studies for major international banks. Jim is a graduate of the Camborne School of Mines (UK), a Chartered Engineer, a Fellow of the AusIMM and a past Chairman of the Perth Branch. |
Interest in Shares and Options | - | 425,000 $0.59 options expiring 26 November 2012. |
Directorships held in other listed entities | - | Cleveland Mining Company Limited from June 2010 to date. |
DIRECTORS' REPORT (CONTINUED)
INFORMATION ON DIRECTORS (continued)
Mr Don Newport | - | Non Executive Director |
Qualifications | - | ACIB CDipAF |
Experience | - | Don brings a wealth of mining project finance experience to the Company. He has over 35 years of banking experience with 25 years spent in the mining and resources sector. Don joined Barclays Bank in 1972, in the mid-80s he moved across to lead the mining sector team in BZW, subsequently to become Barclays Capital, the investment banking division of Barclays Bank PLC. In 1999 Don was recruited by Standard Bank to head up their recently formed global mining finance business. Over the years, Don has led numerous significant mining corporate and project financings including base and precious metals, coal, smelters and allied infrastructure facilities both as arranger and as advisor. Upon Don's retirement as head of Standard Bank's global mining finance business, he was honoured with the Mining Journal's Life Time Achievement Award at Mines and Money in London. Don is an Associate of the Institute of Financial Services (formerly Chartered Institute of Bankers), holds the Certified Accountants Diploma in Accounting and Finance and is a long -standing member of the London Association of Mining Analysts. |
Interest in Shares and Options | - | 425,000 $0.59 options expiring 26 November 2012. |
Directorships held in other listed entities | - | African Eagle Resources Plc from January 2012 to date. |
Mr Chris Corbett | - | Non Executive Director |
Qualifications | - | B Eng (Hons Mech), B Com, GradDipAppFin, GradDipMine, CPEng |
Experience | - | Chris works for RCF in its Perth office. He has spent the past 14 years in mining, corporate business development and investment management. Prior to joining RCF he gained technical experience in mine development, production and construction with contractor Byrnecut Mining Pty Ltd and worked for Wesfarmers Limited in both corporate and divisional business development roles. |
Interest in Shares and Options | - | Nil |
Directorships held in other listed entities | - | Talison Lithium Limited from June 2012 to date. |
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT - AUDITED
Names and positions held of consolidated and parent entity key management personnel in office at any time during the financial year are:
Group Key Management Personnel | Position held as at 30 June 2012 and any change during the year | Contract details (duration and termination) | Proportion of elements of remuneration related to performance | Proportion of elements of remuneration not related to performance | |||
Non-Salary cash-based incentives | Shares/Units
| Options /Rights
| Fixed salary/ Fees
| Total
| |||
% | % | % | % | % | |||
John Hopkins | Non Executive Chairman | No fixed term. 3 months notice required to terminate. | - | - | 40 | 60 | 100 |
Humphrey Hale | Executive Managing Director | No fixed term. 3 months notice required to terminate. | - | - | 24 | 76 | 100 |
Jonathan Downes | Non Executive Director | No fixed term. 3 months notice required to terminate. | - | - | - | 100 | 100 |
Adrian Byass | Non Executive Director | No fixed term. 3 months notice required to terminate. | - | - | - | 100 | 100 |
Jim Williams | Non Executive Director | No fixed term. 1 month notice required to terminate. | - | - | - | 100 | 100 |
Don Newport | Non Executive Director | No fixed term. 1 month notice required to terminate. | - | - | - | 100 | 100 |
Chris Corbett | Non Executive Director | No fixed term. 1 month notice required to terminate. | - | - | - | 100 | 100 |
Ian Bruce | Non Executive Director Subsidiary | No fixed term. 1 month notice required to terminate. | - | - | - | 100 | 100 |
Richard Lucas | Chief Financial Officer / Company Secretary | No fixed term. 3 months notice required to terminate. | - | - | 12 | 88 | 100 |
Rupert McCracken | Project Manager | No fixed term. 1 month notice required to terminate. | - | - | 6 | 94 | 100 |
This report details the nature and amount of remuneration for each key management person of Wolf Minerals Limited, and for the executives receiving the highest remuneration.
Remuneration policy
The remuneration policy of Wolf Minerals Limited has been designed to align key management personnel objectives with shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the consolidated group's financial results. The board of Wolf Minerals Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best key management personnel to run and manage the consolidated group, as well as create goal congruence between directors, executives and shareholders.
The board's policy for determining the nature and amount of remuneration for key management personnel of the consolidated group is as follows:
- The remuneration policy, setting the terms and conditions for the key management personnel, was developed by the board.
- All key management personnel receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, options and performance incentives.
- The board reviews key management personnel packages annually by reference to the consolidated group's performance, executive performance and comparable information from industry sectors.
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT - AUDITED (continued)
The performance of key management personnel is measured against criteria agreed bi-annually with each executive and is based predominantly on the forecast growth of the consolidated group's profits and shareholders' value. All bonuses and incentives must be linked to predetermined performance criteria. The board may, however, exercise its discretion in relation to approving incentives, bonuses and options. The policy is designed to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.
Key management personnel are also entitled to participate in the employee share, option and performance rights arrangements.
The key management personnel receive a superannuation guarantee contribution required by the government, which is currently 9%, and do not receive any other retirement benefits. Some individuals, however, have chosen to sacrifice part of their salary to increase payments towards superannuation.
All remuneration paid to key management personnel is valued at the cost to the Company and expensed. Shares given to key management personnel are valued as the difference between the market price of those shares and the amount paid by the key management personnel. Options and performance rights are valued using the Black-Scholes methodology.
The board policy is to remunerate Non Executive Directors at market rates for time, commitment and responsibilities. The board determines payments to the Non Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to Non Executive Directors is subject to approval by shareholders at the Annual General Meeting. Fees for Non Executive Directors are not linked to the performance of the consolidated group. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the Company and are able to participate in the employee option plan.
Performance-based remuneration
The Company is an exploration entity and therefore speculative in terms of performance. Consistent with attracting and retaining talented executives, Directors and senior executives are paid market rates associated with individuals in similar positions, within the same industry. The board does not endorse the use of bonus payments for Directors and senior executives at this point in time. Performance incentives will be issued in the event that the entity moves from an exploration to a producing entity, and key performance indicators such as growth and profits will be used as measurements for assessing board performance.
Company performance, shareholder wealth and Director and executive remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives by the issue of options and performance rights to the majority of Directors and executives to encourage the alignment of personal and shareholder interests.
Key management personnel remuneration policy
The board's policy for determining the nature and amount of remuneration of key management for the group is as follows:
The remuneration structure for key management personnel is based on a number of factors, including length of service, particular experience of the individual concerned, and overall performance of the Company. The contracts for service between the Company and key management personnel are on a continuing basis, the terms of which are not expected to change in the immediate future. The employment conditions of the Managing Director, Humphrey Hale and other key management personnel are formalised in contracts of employment. All key management personnel are permanent employees of Wolf Minerals Limited.
The standard employment contract states a three-month resignation period for key management personnel. The Company may terminate an employment contract without cause by providing one to three months' written notice or making payment in lieu of notice, based on the individual's salary component.
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT - AUDITED (continued)
(a) Key management personnel remuneration
Short-term Benefits | Share based payments | Post-employment benefits | Total |
| |||
Salary and fees | Options / Rights | Superannuation | Performance Related | ||||
$ | $ | $ | $ | % | |||
2012 | |||||||
Humphrey Hale | 300,000 | 105,000 | 27,000 | 432,000 | 24 | ||
John Hopkins | 90,000 | 66,657 | 8,100 | 164,757 | 40 | ||
Jonathan Downes | 50,000 | - | 4,500 | 54,500 | - | ||
Adrian Byass | 50,000 | - | - | 50,000 | - | ||
Chris Corbett | 50,000 | - | - | 50,000 | - | ||
Jim Williams | 50,000 | - | - | 50,000 | - | ||
Don Newport | 50,000 | - | - | 50,000 | - | ||
Ian Bruce | 25,000 | - | - | 25,000 | - | ||
Richard Lucas | 275,000 | 38,500 | 18,562 | 332,062 | 12 | ||
Rupert McCracken | 375,000 | 26,250 | 33,750 | 435,000 | 6 | ||
1,315,000 | 236,407 | 91,912 | 1,643,319 | 14 | |||
2011 | |||||||
Humphrey Hale | 200,000 | - | 18,000 | 218,000 | - | ||
John Hopkins | 60,000 | - | 5,400 | 65,400 | - | ||
Jonathan Downes | 25,000 | - | 2,250 | 27,250 | - | ||
Adrian Byass | 25,000 | - | - | 25,000 | - | ||
Chris Corbett | 25,000 | - | - | 25,000 | - | ||
Jim Williams | 25,000 | - | - | 25,000 | - | ||
Don Newport | 25,000 | - | - | 25,000 | - | ||
Ian Bruce | 25,000 | - | - | 25,000 | - | ||
Richard Lucas(appointed 18 April 2011) | 41,666 | - | 3,750 | 45,416 | - | ||
Rupert McCracken | 201,435 | - | 18,129 | 219,564 | - | ||
653,101 | - | 47,529 | 700,630 | - | |||
| |||||||
Performance income as a proportion of total income
No bonuses were paid to executives or Non Executive Directors during the period.
Independent remuneration review
In June 2011, the board established a Remuneration Committee to review the remuneration of Directors and key management personnel, having regard to the Company's stage of development, remuneration in the industry and performance.
In August 2011, the Remuneration Committee, in consultation with independent remuneration consultants the Hay Group, provided recommendations to the board for a mix of fixed pay and short and long-term incentives, as appropriate and in line with the market, effective from 1 July 2011. Any change in the aggregate remuneration of Directors is subject to shareholder approval. The Remuneration Committee also recommended the establishment of a Performance Rights Plan to retain and incentivise key management personnel, as they are less dilutive, provide a clearer retention mechanism and simplified tax treatment. The Performance Rights Plan was approved by shareholders at the Annual General Meeting on 4 November 2011.
(b) Options and performance rights issued as part of remuneration for the year ended 30 June 2012
Options are issued to directors and executives as part of their remuneration. The options are not issued based on performance criteria, but are issued to key management personnel to increase goal congruence between executives, directors and shareholders.
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT - AUDITED (continued)
Performance rights are issued to directors and executives as part of their remuneration. The rights are issued based on performance criteria to increase goal congruence between executives, directors and shareholders.
Key Management Personnel 2012 | Options / Rights Granted as Part of Remuneration | Options Exercised | Options Cancelled | Total | |
Granted | Value at Grant Date | ||||
No. | $ | $ | $ | $ | |
|
|
| |||
John Hopkins | 850,000 | 66,657 | - | - | 66,657 |
Humphrey Hale | 416,667 | 105,000 | - | - | 105,000 |
Richard Lucas | 152,778 | 38,500 | - | - | 38,500 |
Rupert McCracken | 104,167 | 26,250 | - | - | 26,250 |
| 1,523,612 | 236,407 | - | - | 236,407 |
In relation to performance rights, there is no exercise price, only performance hurdles which upon satisfaction result in vesting to the employee. Subsequently, upon exercise of the rights by the employee, shares are issued for no consideration.
The performance rights issued during the year had the following vesting conditions:
(i) the processing plant at the Hemerdon Project is operating at design capacity within thirty (30) months following completion of the full project finance in relation to the Hemerdon Project; and
(ii) the employee remains employed by the Company until three (3) months after the completion of (i) above.
For the year ended 30 June 2011 no options or performance rights were issued to key management personnel.
Key Management Personnel 2012
| Number Granted No.
| Number Vested No. | Grant Date | Expiry Date | Exercise Price
$ | Fair Value At Grant date $ | Probability Factor % |
John Hopkins | 850,000 | 850,000 | 07/10/2011 | 20/11/2013 | 0.35 | 0.08 | 100 |
Humphrey Hale | 416,667 | - | 04/11/2011 | 01/12/2018 | - | 0.28 | 90 |
Richard Lucas | 152,778 | - | 04/11/2011 | 01/12/2018 | - | 0.28 | 90 |
Rupert McCracken | 104,167 | - | 04/11/2011 | 01/12/2018 | - | 0.28 | 90 |
| 1,523,612 | 850,000 |
No performance rights were vested during the year.
For the year ended 30 June 2011 no compensation options or performance rights were granted or vested during the financial period.
(c) Shares issued on exercise of compensation options
There were 1,700,000 options exercised during the year that were granted as compensation options.
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT - AUDITED (continued)
(d) Shareholdings
Number of shares held by key management personnel
2012 | Balance 01.07.2011 | Received as compensation | Options exercised | Net change other | Balance on Resignation/ Appointment | Balance 30.6.2012 |
Number of shares held by key management personnel: |
|
|
|
|
|
|
John Hopkins | 170,000 | - | - | - | - | 170,000 |
Humphrey Hale | 255,000 | - | 1,700,000 | - | - | 1,955,000 |
Jonathan Downes | 1,089,360 | - | - | - | - | 1,089,360 |
Adrian Byass | 1,020,000 | - | - | - | - | 1,020,000 |
Ian Bruce | 659,770 | - | - | - | - | 659,770 |
|
|
|
|
|
|
|
Total | 3,194,130 | - | 1,700,000 | - | - | 4,894,130 |
2011 | Balance 01.07.2010 | Received as compensation | Options exercised | Net change other* | Balance on Resignation/ Appointment | Balance 30.6.2011 |
Number of shares held by key management personnel: |
|
|
|
|
|
|
John Hopkins | 100,000 | - | - | 70,000 | - | 170,000 |
Humphrey Hale | 150,000 | - | - | 105,000 | - | 255,000 |
Jonathan Downes | 640,800 | - | - | 448,560 | - | 1,089,360 |
Adrian Byass | 600,000 | - | - | 420,000 | - | 1,020,000 |
Ian Bruce | 388,100 | - | - | 271,670 | - | 659,770 |
|
|
|
|
|
|
|
Total | 1,878,900 | - | - | 1,315,230 | - | 3,194,130 |
\* The Net Change Other reflected above includes shares issued during the prior year, being the 1.7 for 1 split on 23 September 2010.
DIRECTORS' REPORT (CONTINUED)
REMUNERATION REPORT - AUDITED (continued)
(e) Options and rights holdings
2012 | Balance 1.7.2011 | Granted as Compensation | Options Exercised | Net Change Other | Balance 30.6.2012 | Total Vested 30.6.2012 |
Number of options held by key management personnel: |
|
|
|
|
|
|
John Hopkins | 34,000 | 850,000 | - | - | 884,000 | 884,000 |
Humphrey Hale | 2,601,000 | 416,667 | (1,700,000) | - | 1,317,667 | 901,000 |
Jonathan Downes | 217,872 | - | - | - | 217,872 | 217,872 |
Adrian Byass | 204,000 | - | - | - | 204,000 | 204,000 |
Ian Bruce | 1,831,954 | - | - | - | 1,831,954 | 1,831,954 |
Jim Williams | 425,000 | - | - | - | 425,000 | 425,000 |
Don Newport | 425,000 | - | - | - | 425,000 | 425,000 |
Richard Lucas | - | 152,778 | - | - | 152,778 | - |
Rupert McCracken | 850,000 | 104,167 | - | - | 954,167 | 850,000 |
Total | 6,588,826 | 1,523,612 | (1,700,000) | - | 6,412,438 | 5,738,826 |
2011 | Balance 1.7.2010 | Granted as Compensation | Options Exercised | Net Change Other* | Balance 30.6.2011 | Total Vested 30.6.2011 |
Number of options held by key management personnel: |
|
|
|
|
|
|
John Hopkins | - | - | - | 34,000 | 34,000 | 34,000 |
Humphrey Hale | 1,500,000 | - | - | 1,101,000 | 2,601,000 | 2,601,000 |
Jonathan Downes | - | - | - | 217,872 | 217,872 | 217,872 |
Adrian Byass | - | - | - | 204,000 | 204,000 | 204,000 |
Ian Bruce | 1,000,000 | - | - | 831,954 | 1,831,954 | 1,831,954 |
Jim Williams | 250,000 | - | - | 175,000 | 425,000 | 425,000 |
Don Newport | 250,000 | - | - | 175,000 | 425,000 | 425,000 |
Rupert McCracken | 500,000 | - | - | 350,000 | 850,000 | 850,000 |
Total | 3,500,000 | - | - | 3,088,826 | 6,588,826 | 6,588,826 |
\* The Net Change Other reflected above includes those options that have been cancelled as well as options issued during the prior year. The options issued during the prior year include the 1.7 for 1 split on 23 September 2010 and the 1 for 5 bonus option issue on 15 October 2010.
DIRECTORS' REPORT (CONTINUED)
Meetings of Directors
During the financial year, 22 meetings of Directors (including committees of Directors) were held. Attendances by each Director during the year were as follows:
Directors' Meetings | ||
Number eligible to attend | Number attended | |
Humphrey Hale | 16 | 16 |
John Hopkins | 20 | 20 |
Jonathan Downes | 19 | 16 |
Adrian Byass | 17 | 14 |
Jim Williams | 22 | 19 |
Don Newport | 20 | 19 |
Chris Corbett | 19 | 19 |
Indemnifying officers
During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:
The Company has paid premiums to insure each of the following directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director of the Company, other than conduct involving a willful breach of duty in relation to the Company. The amount of the premium was approximately $1,481 for each Director.
- Humphrey Hale
- John Hopkins
- Jonathan Downes
- Adrian Byass
- Chris Corbett
- Ian Bruce
- Jim Williams
- Don Newport
DIRECTORS' REPORT (CONTINUED)
Options
At the date of this report, the unissued ordinary shares of Wolf Minerals Limited under option are as follows:
Grant Date | Date of Expiry | Exercise Price | Number Under Option |
|
13/03/08 | 12/03/13 | $0.88 | 2,550,000 | |
26/11/09 | 26/11/12 | $0.59 | 850,000 | |
26/11/09 | 26/11/14 | $0.34 | 850,000 | |
15/10/10 | 30/09/12 | $0.29 | 850,000 | |
15/10/10 | 30/09/12 | $0.23 | 16,649,034 | |
07/10/11 | 20/11/13 | $0.35 | 850,000 | |
10/04/12 | 01/04/15 | $0.33 | 478,012 | |
10/04/12 | 01/04/15 | $0.39 | 100,418 | |
19/07/12 | 19/07/15 | $0.33 | 524,086 | |
19/07/12 | 19/07/15 | $0.39 | 223,882 | |
23,925,432 |
During the year, 1,700,000 ordinary shares of Wolf Minerals Limited were issued on the exercise of options granted under the Wolf Minerals Limited Employee Option Plan. No further shares have been issued since that date. No amounts are unpaid on any of the shares.
No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.
Proceedings on behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Non-audit services
The board of Directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services disclosed below did not compromise the external auditor's independence for the following reasons:
- all non-audit services are reviewed and approved by the board prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and
- the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
The remuneration for non-audit services paid to the external auditors during the year ended 30 June 2012 is $6,400. This remuneration related to the preparation and lodgement of the annual income tax return and assistance with the admission requirements for the dual listing on AIM.
Auditor's Independence Declaration
The lead auditor's independence declaration for the year ended 30 June 2012 has been received and can be found on page 19 of the Directors' report.
Signed in accordance with a resolution of the Board of Directors.
_____________________________
Humphrey Hale
Managing Director
Date: 27 September 2012
AUDITOR'S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF WOLF MINERALS LIMITED
In relation to our audit of the financial report of Wolf Minerals Limited for the year ended 30 June 2012, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.
PKF Mack & Co
Simon Fermanis
Partner
27 September 2012
West Perth,
Western Australia
Directors' Declaration
The Directors of the Company declare that:
1. The financial statements and notes, as set out on pages 23 to 57, are in accordance with the Corporations Act 2001 and:
a. comply with Accounting Standards and the Corporations Regulations 2001; and
b. give a true and fair view of the financial position as at 30 June 2012 and of the performance for the year ended on that date of the Company and consolidated group;
c. the financial statements are in compliance with International Financial Reporting Standards, as stated in note 1 to the financial statements.
2. The Managing Director and Chief Financial Officer have each declared that:
a. the financial records of the Company for the financial year have been properly maintained in accordance with section 295A of the Corporations Act 2001;
b. the financial statements and notes for the financial year comply with the Accounting Standards; and
c. the financial statements and notes for the financial year give a true and fair view;
3. In the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
_____________________________
Humphrey Hale
Director
Date: 27 September 2012
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF
WOLF MINERALS LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Wolf Minerals Limited, which comprises the statement of financial position as at 30 June 2012, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of Wolf Minerals Limited (the company) and the consolidated entity. The consolidated entity comprises the company and the entities it controlled at the year's end or from time to time during the financial year.
Directors' Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.
Auditor's Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Opinion
In our opinion:
(a) the financial report of Wolf Minerals Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the company's and consolidated entity's financial positions as at 30 June 2012 and of their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Emphasis of Matter
Without modifying our opinion, we draw attention to Note 1 in the financial report, which indicated that the consolidated entity incurred a net loss after tax of $(5,425,552) (2011: $(1,053,793)) during the year ended 30 June 2012. These conditions, along with other matters as set for in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the company and consolidated entity's ability to continue as a going concern and therefore, the company and consolidated entity maybe unable to realise its assets and discharge its liabilities in the normal course of business.
The financial report of the consolidated entity does not include any adjustments in relation to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the company and/or the consolidated entity not continue as going concerns.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 11 to 16 of the directors' report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Wolf Minerals Limited for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001.
PKF Mack & Co
Simon Fermanis
Partner
27 September 2012
West Perth,
Western Australia
CONSOLIDATED Statement OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
|
| 2012 |
| 2011 |
| NOTE | $ |
| $ |
|
|
|
|
|
Other revenue | 2 | 57,655 |
| 77,882 |
Other income | 2 | 95,186 |
| 21,780 |
|
|
|
|
|
Administration expenses |
| (375,543) |
| (203,876) |
Compliance expenses |
| (456,596) |
| (189,776) |
Consultancy expenses |
| (1,132,242) |
| (166,522) |
Director's fees |
| (149,992) |
| (101,575) |
Employee benefits expense |
| (894,000) |
| (492,332) |
Depreciation expense | 11 | (10,345) |
| (3,883) |
Equity compensation benefits | 3, 22 | (646,455) |
| (136,000) |
Exploration expenditure written off | 3 | - |
| (1,040) |
Finance costs | 3 | (242,322) |
| (35) |
Foreign exchange loss | 3 | (3,386) |
| - |
Insurance expenses |
| (32,475) |
| (25,152) |
Occupancy expenses |
| (175,228) |
| (56,251) |
Other expenses | 3 | (1,941,889) |
| - |
|
|
|
|
|
Loss before income tax expense | 3 | (5,907,632) |
| (1,276,780) |
|
|
|
|
|
Income tax benefit | 4 | 482,080 |
| 222,987 |
|
|
|
|
|
Loss for the year |
| (5,425,552) |
| (1,053,793) |
|
|
|
|
|
Other comprehensive income |
|
|
|
|
Other comprehensive income (net of tax) |
| 438,799 |
| (1,439,831) |
|
|
|
|
|
Total comprehensive loss for the year |
| (4,986,753) |
| (2,493,624) |
|
|
|
|
|
LOSS PER SHARE |
|
|
| |
Basic loss per share (cents) | 7 | (6.43) | (1.43) | |
Diluted loss per share (cents) | 7 | (6.43) | (1.43) |
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2012
|
| 2012 |
| 2011 |
| NOTE | $ |
| $ |
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
Cash and cash equivalents | 8 | 2,073,419 |
| 3,135,863 |
Trade and other receivables | 9 | 338,653 |
| 132,804 |
Other current assets | 12 | 461,766 |
| 90,525 |
TOTAL CURRENT ASSETS |
| 2,873,838 |
| 3,359,192 |
|
|
|
|
|
NON CURRENT ASSETS |
|
|
|
|
Property, plant and equipment | 11 | 554,145 |
| 521,884 |
Exploration and evaluation expenditure | 13 | 10,888,468 |
| 6,827,448 |
Other non-current assets | 12 | 1,365,303 |
| - |
TOTAL NON CURRENT ASSETS |
| 12,807,916 |
| 7,349,332 |
|
|
|
|
|
TOTAL ASSETS |
| 15,681,754 |
| 10,708,524 |
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
Trade and other payables | 14 | 2,146,679 |
| 478,746 |
Short term provisions | 15 | 108,365 |
| 64,222 |
Interest-bearing liabilities | 16 | 6,000,000 |
| - |
TOTAL CURRENT LIABILITIES |
| 8,255,044 |
| 542,968 |
|
|
|
|
|
TOTAL LIABILITIES |
| 8,255,044 |
| 542,968 |
|
|
|
|
|
NET ASSETS |
| 7,426,710 |
| 10,165,556 |
|
|
|
|
|
EQUITY |
|
|
|
|
Issued capital | 17 | 17,271,469 |
| 15,356,099 |
Reserves | 18 | 872,712 |
| 101,376 |
Accumulated losses |
| (10,717,471) |
| (5,291,919) |
|
|
|
|
|
TOTAL EQUITY |
| 7,426,710 |
| 10,165,556 |
The accompanying notes form part of these financial statements.
CONSOLIDATED Statement Of Changes In Equity
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
| Ordinary shares |
| Retained earnings |
| Option reserve |
| Foreign currency translation reserve |
| Total |
| $ |
| $ |
| $ |
| $ |
| $ |
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2010 | 10,300,781 |
| (4,238,126) |
| 1,405,207 |
| - | 7,467,862 | |
|
|
|
|
|
|
|
|
| |
Loss for the year | - |
| (1,053,793) |
| - |
| - | (1,053,793) | |
|
|
|
| ||||||
Other comprehensive income |
|
|
| ||||||
Foreign currency translation differences | - |
| - |
| - |
| (1,439,831) | (1,439,831) | |
Total comprehensive income for the year | - |
| (1,053,793) |
| - |
| (1,439,831) | (2,493,624) | |
|
|
|
| ||||||
Transactions with owners, recorded directly in equity |
|
|
| ||||||
Issue of share capital | 5,400,373 |
| - |
| - |
| - | 5,400,373 | |
Transaction costs | (345,055) |
| - |
| - |
| - | (345,055) | |
Equity compensation benefit | - |
| - |
| 136,000 |
| - | 136,000 | |
|
|
|
| ||||||
Balance at 30 June 2011 | 15,356,099 |
| (5,291,919) |
| 1,541,207 |
| (1,439,831) | 10,165,556 | |
|
|
|
|
|
|
|
|
| |
Loss for the year | - |
| (5,425,552) |
| - |
| - | (5,425,552) | |
|
|
|
| ||||||
Other comprehensive income |
|
|
| ||||||
Foreign currency translation differences | - |
| - |
| - |
| 438,799 | 438,799 | |
Total comprehensive income for the year | - |
| (5,425,552) |
| - |
| 438,799 | (4,986,753) | |
|
|
|
| ||||||
Transactions with owners, recorded directly in equity |
|
|
| ||||||
Issue of share capital | 1,915,370 |
| - |
| - |
| - | 1,915,370 | |
Transaction costs | - |
| - |
| - |
| - | - | |
Equity compensation benefit | - |
| - |
| 332,537 |
| - | 332,537 | |
|
|
|
| ||||||
Balance at 30 June 2012 | 17,271,469 |
| (10,717,471) |
| 1,873,744 |
| (1,001,032) | 7,426,710 | |
|
|
|
|
|
|
|
|
|
|
The accompanying notes form part of these financial statements.
CONSOLIDATED Statement Of Cashflows
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2012
|
| 2012 |
| 2011 |
| NOTE | $ |
| $ |
|
|
|
|
|
Cash Flows from Operating Activities |
|
|
|
|
Payments to suppliers and employees |
| (4,281,445) |
| (1,104,705) |
Interest received |
| 91,119 |
| 52,159 |
Other income |
| 482,080 |
| 241,696 |
|
|
|
|
|
Net cash used in operating activities | 21 | (3,708,246) |
| (810,850) |
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
Payments for exploration and evaluation |
| (3,696,927) |
| (3,151,919) |
Proceeds from sale of investments |
| 77,864 |
| - |
Payments for property, plant & equipment |
| (18,915) |
| - |
Net cash used in investing activities |
| (3,637,978) |
| (3,151,919) |
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
Proceeds from issue of shares |
| 1,601,453 |
| 5,400,373 |
Payments for share issue costs |
| - |
| (345,055) |
Proceeds from borrowings |
| 6,000,000 |
| - |
Payments for borrowing costs |
| (1,374,742) |
| - |
|
|
|
|
|
Net cash generated from /(used in) financing activities |
| 6,226,711 |
| 5,055,318 |
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
| (1,119,513) |
| 1,092,549 |
Effects of exchange rate changes on the balance of cash held in foreign currencies |
| 57,069 |
| (83,120) |
|
|
|
|
|
Cash and cash equivalents at beginning of financial year |
| 3,135,863 |
| 2,126,434 |
|
|
|
|
|
Closing cash and cash equivalents carried forward | 8 | 2,073,419 |
| 3,135,863 |
The accompanying notes form part of these financial statements.
Notes To ThE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
This financial report includes the consolidated financial statements and notes of Wolf Minerals Limited and controlled entities ('Consolidated Entity' or 'Group'), and the separate financial statements and notes of Wolf Minerals Limited as an individual parent entity ('Parent Entity').
Wolf Minerals Limited is a listed public company, trading on the Australian Securities Exchange and Alternative Investment Market of the London Stock Exchange, limited by shares, incorporated and domiciled in Australia.
Basis of Preparation
The accounting policies set out below have been consistently applied to all years presented.
Statement of Compliance
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (AASBs) (including Australian Interpretations) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial report of the Group and the financial report of the Company comply with International Financial Reporting Standards (lFRSs) and interpretations adopted by the International Accounting Standards Board (IASB).
The consolidated financial statements were authorised for issue by the Board of Directors on 27 September 2012.
Basis of Measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:
·; derivative financial instruments are measured at fair value
·; financial instruments at fair value through profit or loss are measured at fair value
·; available-for-sale financial assets are measured at fair value
·; liabilities for cash-settled share-based payment arrangements are measured at fair value
·; the defined benefit asset is measured as the net total of the plan assets, plus unrecognised past service cost and unrecognised actuarial losses, less unrecognised actuarial gains and the present value of the defined benefit obligation.
Functional and Presentation Currency
These consolidated financial statements are presented in Australian dollars, which is the Company's functional currency.
The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, all financial information presented in Australian dollars has been rounded to the nearest dollar unless otherwise stated.
Use of Estimates and Judgements
The preparation of financial statements in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
Going Concern
The accounts have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. The Group incurred a loss of $5,425,552 for the year ended 30 June 2012 (2011: $1,053,793).
The ability of the Company and the Group to continue to pay its debts as and when they fall due is dependent upon the Company successfully raising additional share capital and ultimately developing one of its mineral properties.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
Note 1: Statement of Significant Accounting Policies (continued)
Going Concern (continued)
On 20 July 2012 the Company announced the completion of the A$5,000,000 placement to RCF and Traxys following shareholder approval at a meeting on 16 July 2012. An additional 14,166,667 shares were issued to RCF for A$3,825,000. The funds will provide additional working capital for the Company as it continues to complete the financing arrangements for the project.
On 3 September 2012 the Company announced UniCredit Bank AG (UniCredit Corporate & Investment Banking), ING Bank N.V. and Caterpillar Financial SARL had been mandated to seek revised credit approval for an increase in senior debt finance facilities from £55 million to £75 million to fund the commercial development of the Hemerdon Project. The increase in senior debt facilities provides a simplified finance structure for the project and will enable the Company to finalise the offtake agreements without the need for subordinated debt facilities. The revised credit approval is expected to be completed by mid-October 2012.
Should the project funding be delayed, the Directors consider that there are reasonable grounds to believe that the company will be able to raise equity to meet its short and medium term funding requirements.
The Directors believe it is appropriate to prepare these accounts on a going concern basis because:
·; the Directors have an appropriate plan to raise additional funds as and when it is required. In light of the Group's current exploration and development projects, the Directors believe that the additional capital required can be raised in the market; and
·; the Directors have an appropriate plan to contain certain operating and exploration expenditure if appropriate funding is unavailable.
The accounts have been prepared on the basis that the entity can meet its commitments as and when they fall due and can therefore continue normal business activities, and the realisation of assets and liabilities in the ordinary course of business.
a. Significant accounting estimates, judgments and assumptions
The preparation of financial statements requires management to make judgments and estimates relating to the carrying amounts of certain assets and liabilities. Actual results may differ from the estimates made. Estimates and assumptions are reviewed on an ongoing basis.
The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next accounting period are:
(i) Share based payment transactions
The consolidated entity measures the cost of equity settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value of share options and performance rights is determined by an external valuer using an appropriate valuation model.
(ii) Impairment of exploration and evaluation assets and investments in and loans to subsidiaries
The ultimate recoupment of the value of exploration and evaluation assets, the company's investment in subsidiaries, and loans to subsidiaries is dependent on the successful development and commercial exploitation, or alternatively, sale, of the exploration and evaluation assets.
Impairment tests are carried out on a regular basis to identify whether the asset carrying values exceed their recoverable amounts. There is significant estimation and judgement in determining the inputs and assumptions used in determining the recoverable amounts.
The key areas of judgement and estimation include:
- Recent exploration and evaluation results and mineral resource estimates;
- Environmental issues that may impact on the underlying tenements;
- Fundamental economic factors that have an impact on the operations and carrying values of assets and liabilities.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
Note 1: Statement of Significant Accounting Policies (continued)
a. Significant accounting estimates, judgments and assumptions (continued)
(iii) Income tax expenses
Judgement is required in assessing whether deferred tax assets and liabilities are recognised on the statement of financial position. Deferred tax assets, including those arising from temporary differences, are recognised only when it is considered more likely than not that they will be recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.
(iv) Classification of investments
The group has decided to classify investments in listed securities as available for sale. These securities are accounted for at fair value. Any increments or decrements in their value at year end are charged or credited to the revaluation reserves.
b. Exploration and Evaluation Assets
Exploration and evaluation costs, including the costs of acquiring licences, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Consolidated Entity has obtained the legal rights to explore an area are recognised in the statement of comprehensive income.
Exploration and evaluation assets are only recognised if the rights of interest are current and either:
·; The expenditures are expected to be recouped through successful development and exploitation of the area of interest; or
·; Activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
An impairment exists when the carrying amount of capitalised exploration and evaluation expenditure relating to an area of interest exceeds its recoverable amount. The asset is then written down to its recoverable amount. Any impairment losses are recognised in the statement of comprehensive income.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from exploration and evaluation expenditure to mining property and development assets within property, plant and equipment and depreciated over the life of the mine.
Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal, and rehabilitation of the site in accordance with clauses of the mining permits. Where applicable, such costs are determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
Note 1: Statement of Significant Accounting Policies (continued)
c. Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Wolf Minerals Limited ('company' or 'parent entity') as at 30 June 2012 and the results of all controlled entities for the year then ended. Wolf Minerals Limited and its controlled entities together are referred to in this financial report as the consolidated entity. The effects of all transactions between entities in the consolidated entity are eliminated in full.
Subsidiaries are all those entities over which the consolidated entity has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the consolidated entity controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the consolidated entity.
Inter-company 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. All controlled entities have a June financial year end.
A list of controlled entities is contained in Note 10 to the financial statements.
d. Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the reporting date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on either accounting profit or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
Tax Consolidation
Wolf Minerals Limited and its wholly-owned Australian subsidiary have not formed an income tax consolidated group under tax consolidation legislation.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
e. Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.
Freehold land
Freehold land is recognised at historic cost and is not depreciated as it has an indefinite useful economic life.
Plant and equipment
Plant and equipment are measured on the cost basis.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
The cost of fixed assets constructed within the consolidated group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.
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 statement of comprehensive income during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised lease assets, but excluding freehold land, is depreciated on a diminishing value basis over the asset's useful life to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Asset | Depreciation Rate |
Plant and equipment | 10 - 40% |
Exploration site equipment | 10 - 40% |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting 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.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive income. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
f. Financial Instruments
The consolidated entity classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, and available-for-sale 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 re-evaluates this designation at each reporting date.
(i) Financial assets at fair value through profit or loss
This category has two sub-categories; financial assets held for trading, and those designated at fair value through profit or loss on initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. The policy of management is to designate a financial asset if there exists the possibility it will be sold in the short term and the asset is subject to frequent changes in fair value. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the reporting date.
(ii) 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 consolidated entity 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 reporting date which are classified as non-current assets. Loans and receivables are included in receivables in the statement of financial position.
(iii) Available-for-sale financial assets
Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date.
Purchases and sales of investments are recognised on trade-date being the date on which the consolidated entity 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 consolidated entity has transferred substantially all the risks and rewards of ownership.
Available-for-sale financial assets and financial assets at fair value through profit and loss are subsequently carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method. Realised and unrealised gains and losses arising from changes in the fair value of the 'financial assets at fair value through profit or loss' category are included in the statement of comprehensive income in the period in which they arise. Unrealised gains and losses arising from changes in the fair value of non monetary securities classified as available-for-sale investments revaluation reserve are recognised in equity in the "available for sale revaluation reserve". When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the statement of comprehensive income as gains and losses from investment securities.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
f. Financial Instruments (continued)
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 consolidated entity 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 methods refined to reflect the issuer's specific circumstances.
The consolidated entity assesses at each reporting 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 available-for-sale financial assets, the cumulative loss - 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, is removed from equity and recognised in the statement of comprehensive income. Impairment losses recognised in the statement of comprehensive income on equity instruments are not reversed through the statement of comprehensive income.
Fair value
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 publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the consolidated entity is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques. The consolidated entity uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to approximate their fair values. The fair value of 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 consolidated entity for similar financial instruments.
g. Impairment
(i) Financial Assets
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the effective interest rate.
An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value. Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.
All impairment losses are recognised either in the statement of comprehensive income or revaluation reserves in the period in which the impairment arises.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
g. Impairment (continued)
(ii) Exploration and Evaluation Assets
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount at the reporting date.
Exploration and evaluation assets are tested for impairment in respect of cash generating units, which are no larger than the area of interest to which the assets relate.
(iii) Non-financial Assets Other Than Exploration and Evaluation Assets
The carrying amounts of the Consolidated Entity's non-financial assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated at each reporting date.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of comprehensive income. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units, then to reduce the carrying amount of the other assets in the unit on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exits. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised.
h. Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the group's entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the statement of comprehensive income, except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the statement of comprehensive income.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
h. Foreign Currency Transactions and Balances (continued)
Group companies
The financial results and position of foreign operations whose functional currency is different from the group's presentation currency are translated as follows:
- Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
- Income and expenses are translated at average exchange rates for the period; and
- Retained profits are translated at the exchange rate prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the group's foreign currency translation reserve in the statement of financial position, Theses differences are recognised in the statement of comprehensive income in the period in which the operation is disposed.
i. Employee Benefits
a. Wages, salaries and annual leave
Liabilities for wages, salaries and annual leave expected to be settled within one year of the reporting date are recognised 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.
b. Employee benefits payable later than one year
Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
c. Superannuation
Contributions are made by the consolidated entity to superannuation funds as stipulated by statutory requirements and are charged as expenses when incurred.
d. Employee benefit on costs
Employee benefit on costs, including payroll tax, are recognised and included in employee benefits liabilities and costs when the employee benefits to which they relate are recognised as liabilities.
e. Options
The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date.
The fair value at grant date is independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
Equity-settled compensation
The group operates equity-settled share-based payment employee share and option schemes. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black-Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at each reporting date such that the amount recognised for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
j. Provisions
Provisions are recognised when the group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
k. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of 12 months or less, and bank overdrafts.
l. Revenue and Other Income
Interest revenue is recognised as it accrues. Dividend revenue is recognised when the right to receive a dividend has been established.
m. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
n. Receivables
Collectibility of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful debts is raised when some doubt as to collection exists.
o. EPS
Basic earnings per share
Basic earnings per share is determined by dividing the net profit after income tax attributable to members of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
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.
p. 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, or for the acquisition of a business, are included in the cost of the acquisition as part of the purchase consideration.
q. Investments
Interests in listed and unlisted securities are initially brought to account at cost.
Controlled entities are accounted for in the consolidated financial statements as set out in note 1(a).
Other securities are included at fair value at reporting date. Unrealised gains/losses on securities held for short term investment are accounted for as set out in Note 1 (f) (i) financial assets at fair value through profit or loss. Unrealised gains/losses on securities held for long term investment are accounted for as set out in Note 1 (f) (iii) available for sale financial assets.
r. Acquisition of Assets
The purchase method of accounting is used for all acquisitions of assets regardless of whether equity instruments or other assets are acquired. Cost is determined as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus incidental costs directly attributable to the acquisition.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
s. Borrowing Costs
Transaction costs associated with financial instruments are initially capitalised and then deducted from the initial amount recognised as a financial liability at amortised cost.
t. Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
u. New standards and interpretations not yet adopted
The AASB has issued the following new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods. The Group has decided against early adoption of these standards, and has not yet determined the potential impact on the financial statements from the adoption of these standards and interpretations.
AASB NO. | TITLE | ISSUE DATE | OPERATIVE DATE (ANNUAL REPORTING PERIODS BEGINNING ON OR AFTER) |
9 | Financial Instruments | Dec 2010 | 1 Jan 2015 |
10 | Consolidation | Aug 2011 | 1 Jan 2013 |
11 | Joint Arrangements | Aug 2011 | 1 Jan 2013 |
12 | Disclosure of Interests in Other Entities | Aug 2011 | 1 Jan 2013 |
13 | Fair Value Measurement | Sep 2011 | 1 Jan 2013 |
1053 | Application of Tiers of Australian Accounting Standards | Jun 2010 | 1 Jul 2013 |
2010 - 2 | Amendments to Australian Accounting Standards arising from Reduced Disclosure Requirements | Jun 2010 | 1 Jul 2013 |
2010 - 7 | Amendments to Australian Accounting Standards arising from AASB 9 (December 2010)[AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2, 5, 10, 12, 19 & 127] | Dec 2010 | 1 Jan 2013 |
2010 - 8 | Amendments to Australian Accounting Standards - Deferred Tax: Recovery of Underlying Assets [AASB 112] | Dec 2010 | 1 Jan 2012 |
2010 - 10 | Further Amendments to Australian Accounting Standards - Removal of Fixed Dates for First-time Adopters [AASB 2009-11 & AASB 2010-7] | Dec 2010 | 1 Jan 2013 |
2011 - 4 | Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements [AASB 124] | Jul 2011 | 1 Jul 2013 |
2012 - 2 | Amendments to Australian Accounting Standards - Disclosures - Offsetting Financial Assets and Financial Liabilities [AASB 7 & AASB 132] | Jun 2012 | 1 Jan 2013 |
2012 - 3 | Amendments to Australian Accounting Standards - Offsetting Financial Assets and Financial Liabilities [AASB 132] | Jun 2012 | 1 Jan 2014 |
2012 - 5 | Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle [AASB 1, AASB 101, AASB 116, AASB 132 & AASB 134 and Interpretation 2] | Jun 2012 | 1 Jan 2013 |
The Group does not anticipate early adoption of any of the above reporting requirements and does not expect these requirements to have any material effect on the Group's financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
| 2012 |
| 2011 |
| $ |
| $ |
NOTE 2: REVENUE |
|
|
|
|
|
|
|
Revenue |
|
|
|
- interest received | 57,655 |
| 77,882 |
Other income |
|
|
|
- cost recoveries | 95,186 |
| 21,780 |
|
|
| |
Total Revenue | 152,841 |
| 99,662 |
NOTE 3: LOSS FOR THE YEAR |
|
|
|
|
|
|
|
Losses for the year after charging the following items: |
|
|
|
Finance costs: |
|
|
|
- external | 242,322 |
| 35 |
Capitalised exploration expenditure written off | - |
| 1,040 |
Foreign currency translation losses | 3,386 |
| - |
|
|
|
|
The following significant revenue and expenses are relevant in explaining the financial performance: |
|
|
|
|
|
|
|
Equity compensation benefits: |
|
|
|
- share based payments issued to employees | 236,407 |
| - |
- share based payments issued to consultants | 26,250 |
| 136,000 |
- share based payments issued to finance providers | 383,798 |
| - |
| 646,455 |
| 136,000 |
|
|
|
|
Other expenses: |
|
|
|
Construction of the link road | (1,941,889) |
| - |
The construction of the link road is a condition of the planning permission for the Hemerdon Project. The group is required to construct the road for public adoption by Devon County Council. During the year, all expenditure incurred in constructing the link road has been expensed to the statement of comprehensive income on the basis that the future economic benefits of the road are not directly attributable to the group. Refer to Note 19 Commitments for further details of contracted expenditure to complete the construction of the road.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
| 2012 |
| 2011 |
| $ |
| $ |
NOTE 4: INCOME TAX EXPENSE |
|
|
|
|
|
|
|
a. The components of tax expense comprise: |
|
|
|
Current tax | (482,080) |
| (222,987) |
Deferred tax | - |
| - |
|
|
|
|
b. The prima facie tax on profit from ordinary activities before income tax is reconciled to the income tax as follows: | |||
|
|
|
|
Prima facie tax payable on profit from ordinary activities before income tax at 30% (2011: 30%) | |||
|
|
|
|
Consolidated group | (1,772,289) |
| (383,034) |
Add: |
|
|
|
Tax effect of: |
|
|
|
- Share based payments | 70,922 |
| 40,800 |
- Other non-allowable items | 1,842 |
| 2,489 |
- Provisions and accruals | 15,969 |
| 4,263 |
- Foreign currency translation | - |
| - |
- Property, plant and equipment | - |
| - |
- Other assessable items | 10,039 |
| - |
- Revenue losses not recognised | 1,083,285 |
| 367,579 |
- Overseas revenue losses not recognised | 1,235,090 |
| 344,706 |
- Lower tax rate in foreign jurisdictions on overseas revenue losses | 617,545 |
| 172,353 |
| 3,034,692 |
| 932,190 |
Less: |
|
|
|
Tax effect of: |
|
|
|
- Exploration, evaluation and development expenditure | 1,218,306 |
| 491,980 |
- Property, plant and equipment | - |
| - |
- Capital raising costs | 44,097 |
| 49,459 |
- Other non-assessable items | - |
| 7,717 |
- Research and development tax concession rebate | 482,080 |
| 222,987 |
| 1,744,483 |
| 772,143 |
|
|
|
|
Income tax expense/(benefit) | (482,080) |
| (222,987) |
|
|
|
|
The income tax benefit relates to the receipt of a refundable tax offset for research and development expenditure incurred in the reporting period ended 30 June 2011.
As at the date of this report, the potential refundable tax offset for the reporting period ended 30 June 2012 has not been determined | |||
|
|
|
|
The applicable average weighted tax rates are as follows: | 0% |
| 0% |
c. The following deferred tax balances have not been accounted for: |
| ||
|
|
|
|
Deferred tax assets: |
|
|
|
At 30% |
|
|
|
Carried forward revenue losses | 2,125,844 |
| 1,042,559 |
Foreign currency translation | 72,169 |
| 72,169 |
Capital raising costs | 91,630 |
| 135,727 |
Provisions and accruals | 32,510 |
| 19,267 |
2,322,153 |
| 1,269,722 | |
|
|
| |
At 20% (United Kingdom) |
|
|
|
Carried forward overseas revenue losses | 2,595,771 |
| 1,360,681 |
Provisions and accruals | 3,487 |
| 3,327 |
2,599,258 |
| 1,364,008 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 4: INCOME TAX EXPENSE (continued)
The tax benefits of the above Deferred Tax Assets will only be obtained if:
(a) The company derives future assessable income of a nature and an amount sufficient to enable the benefits to be utilised; and
(b) The company continues to comply with the deductibility conditions imposed by the Income Tax Assessment Act 1997 and its overseas equivalent; and
(c) No change in income tax legislation adversely affects the company in utilising the benefits.
| 2012 |
| 2011 |
| $ |
| $ |
Deferred tax liabilities: |
|
|
|
At 30% |
|
|
|
Exploration, evaluation and development expenditure | 100,413 |
| 100,413 |
Property, plant and equipment | 2,081 |
| 2,081 |
Accrued income | - |
| 10,039 |
| 102,494 |
| 112,533 |
At 20% (United Kingdom) |
|
|
|
Exploration, evaluation and development expenditure | 2,177,694 |
| 1,298,340 |
|
|
| |
The above deferred tax liabilities have not been recognised as they have given rise to the carry forward revenue losses for which the deferred tax asset has not been recognised. | |||
|
|
|
NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION
a. Names and positions held of consolidated and parent entity key management personnel in office at any time during the financial year are:
John Hopkins | Non Executive Chairman |
Humphrey Hale | Executive Managing Director |
Jonathan Downes | Non Executive Director |
Adrian Byass | Non Executive Director |
Ian Bruce | Non Executive Director subsidiary |
Jim Williams | Non Executive Director |
Don Newport | Non Executive Director |
Chris Corbett | Non Executive Director |
Richard Lucas | Chief Financial Officer / Company Secretary |
Rupert McCracken | Project Manager |
Key management personnel remuneration has been included in the Remuneration Report section of the Directors Report.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION (continued)
b. Options and performance rights holdings
| Balance 1.7.2011 | Granted as Compensation | Exercised | Net Change Other | Balance 30.6.2012 |
Number of options held by key management personnel: |
|
|
|
|
|
John Hopkins | 34,000 | 850,000 | - | - | 884,000 |
Humphrey Hale | 2,601,000 | 416,667 | (1,700,000) | - | 1,317,667 |
Jonathan Downes | 217,872 | - | - | - | 217,872 |
Adrian Byass | 204,000 | - | - | - | 204,000 |
Ian Bruce | 1,831,954 | - | - | - | 1,831,954 |
Jim Williams | 425,000 | - | - | - | 425,000 |
Don Newport | 425,000 | - | - | - | 425,000 |
Richard Lucas | - | 152,778 | - | - | 152,778 |
Rupert McCracken | 850,000 | 104,167 | - | - | 954,167 |
|
|
|
|
|
|
Total | 6,588,826 | 1,523,612 | (1,700,000) | - | 6,412,438 |
| Balance 30.6.2012 | Total Vested 30.6.2012 | Total Exercisable 30.6.2012 | Total Unexercisable 30.6.2012 | |||
|
|
|
|
|
|
|
|
John Hopkins | 884,000 |
| 884,000 |
| 884,000 |
| - |
Humphrey Hale | 1,317,667 |
| 901,000 |
| 901,000 |
| - |
Jonathan Downes | 217,872 |
| 217,872 |
| 217,872 |
| - |
Adrian Byass | 204,000 |
| 204,000 |
| 204,000 |
| - |
Ian Bruce | 1,831,954 |
| 1,831,954 |
| 1,831,954 |
| - |
Jim Williams | 425,000 |
| 425,000 |
| 425,000 |
| - |
Don Newport | 425,000 |
| 425,000 |
| 425,000 |
| - |
Richard Lucas | 152,778 |
| - |
| - |
| - |
Rupert McCracken | 954,167 |
| 850,000 |
| 850,000 |
| - |
|
|
|
|
|
|
|
|
Total | 6,412,438 |
| 5,738,826 |
| 5,738,826 |
| - |
For the year ended 30 June 2011 no options or performance rights were issued to key management personnel.
c. Shareholdings
2012 | Balance 01.07.2011 | Received as compensation | Options exercised | Net change other | Balance on Resignation/Appointment | Balance 30.6.2012 |
Number of shares held by key management personnel: |
|
|
|
|
|
|
John Hopkins | 170,000 | - | - | - | - | 170,000 |
Humphrey Hale | 255,000 | - | 1,700,000 | - | - | 1,955,000 |
Jonathan Downes | 1,089,360 | - | - | - | - | 1,089,360 |
Adrian Byass | 1,020,000 | - | - | - | - | 1,020,000 |
Ian Bruce | 659,770 | - | - | - | - | 659,770 |
|
|
|
|
|
|
|
Total | 3,194,130 | - | 1,700,000 | - | - | 4,894,130 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION (continued)
c. Shareholdings
2011 | Balance 01.07.2010 | Received as compensation | Options exercised | Net change other* | Balance on Resignation/Appointment | Balance 30.6.2011 | ||
Number of shares held by key management personnel: |
|
|
|
|
|
| ||
John Hopkins | 100,000 | - | - | 70,000 | - | 170,000 | ||
Humphrey Hale | 150,000 | - | - | 105,000 | - | 255,000 | ||
Jonathan Downes | 640,800 | - | - | 448,560 | - | 1,089,360 | ||
Adrian Byass | 600,000 | - | - | 420,000 | - | 1,020,000 | ||
Ian Bruce | 388,100 | - | - | 271,670 | - | 659,770 | ||
|
|
|
|
|
|
| ||
Total | 1,878,900 | - | - | 1,315,230 | - | 3,194,130 | ||
\* The Net Change Other reflected above includes shares issued during the year under review, being the 1.7 for 1 split on 23 September 2010.
|
| 2012 |
| 2011 |
|
| $ |
| $ |
The key management personnel compensation comprised: |
|
|
|
|
Short term employment benefits |
| 1,406,912 |
| 700,630 |
Share based payments |
| 236,407 |
| - |
|
| 1,643,319 |
| 700,630 |
d. Key management personnel compensation
e. Individual directors' and executives' compensation disclosure
Information regarding individual directors' and executives' compensation and some equity instruments disclosures as required by Corporation Regulation 2M.3.03 is provided in the remuneration report section of the directors' report.
Apart from the details disclosed in this note, no director has entered into a material contract with the group since the end of the previous financial year and there were no material contracts involving directors' interest existing at the year end.
f. Parent entity
The ultimate parent entity within the Group is Wolf Minerals Limited.
g. Wholly-owned group transactions
(i) Loan to key management personnel
There were no loans to key management personnel at the end of the year.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
| 2012 |
| 2011 |
| $ |
| $ |
NOTE 6: AUDITORS' REMUNERATION |
|
|
|
|
|
|
|
Remuneration of the auditor of the parent entity for: |
|
|
|
- Auditing and reviewing the financial report | 62,000 |
| 58,000 |
- Taxation services | 1,900 |
| 2,800 |
- Assistance with the admission requirements of AIM | 4,500 |
| - |
Remuneration of the auditors of the subsidiary for: |
|
|
|
- Auditing and reviewing the financial report | 26,252 |
| 38,698 |
|
|
|
|
NOTE 7: LOSS PER SHARE |
|
|
|
|
|
|
|
a. Loss used to calculate basic and dilutive EPS | (5,425,552) |
| (1,053,793) |
|
|
|
|
| 2012 |
| 2011 |
| No |
| No |
b. Weighted average number of ordinary shares on issue during the year used in the calculation of basic EPS | 84,395,694 |
| 73,555,056 |
c. Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS | 112,171,739 |
| 91,589,825 |
|
|
|
|
NOTE 8: CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
Cash at bank and on hand | 1,078,991 |
| 558,409 |
Short term bank deposits | 994,428 |
| 2,577,454 |
| 2,073,419 |
| 3,135,863 |
|
|
|
|
The effective interest rate on short-term bank deposits was 3.5% (2011: 4.7%); these deposits have an average maturity of 90 days. |
|
|
|
|
|
|
|
Reconciliation of cash | 2012 |
| 2011 |
| $ |
| $ |
Cash at the end of the financial year as shown in the cash flow statement is reconciled to items in the statement of financial position as follows: |
|
|
|
Cash and cash equivalents | 2,073,419 |
| 3,135,863 |
|
|
|
|
| 2012 |
| 2011 |
| $ |
| $ |
NOTE 9: TRADE AND OTHER RECEIVABLES |
|
|
|
|
|
|
|
Current |
|
|
|
GST receivable | 45,856 |
| 73,902 |
VAT receivable | 292,797 |
| 58,902 |
| 338,653 |
| 132,804 |
Provision for Impairment of Receivables
Current trade and term receivables are non-interest bearing loans and generally on 30 day terms. Non-current trade and term receivables are assessed for recoverability based on the underlying terms of the contract. A provision for impairment is recognised when there is objective evidence that an individual trade or term receivable is impaired.
There are no balances within trade and other receivables that contain assets that are not impaired and are past due. It is expected these balances will be received when due. Impaired assets are provided for in full.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 10: CONTROLLED ENTITIES
|
| Percentage owned | |
| Country of incorporation | 2012 | 2011 |
|
| % | % |
Subsidiaries of Wolf Minerals Limited: |
|
|
|
Wolf Minerals (UK) Limited | United Kingdom | 100 | 100 |
Wolf Minerals Australia Pty Ltd | Australia | 100 | 100 |
|
|
|
|
| 2012 |
| 2011 |
| $ |
| $ |
NOTE 11: PROPERTY, PLANT & EQUIPMENT |
|
|
|
|
|
|
|
Land and buildings: |
|
|
|
Freehold land at cost | 515,882 |
| 492,191 |
Plant and equipment: |
|
|
|
At cost | 73,692 |
| 64,334 |
Accumulated depreciation | (35,429) |
| (29,817) |
Asset written-off | - |
| (4,824) |
Total plant and equipment | 38,263 |
| 29,693 |
|
|
|
|
Total property, plant and equipment | 554,145 |
| 521,884 |
|
|
|
|
| Freehold land |
| Plant and equipment |
| Total |
|
|
| $ |
| $ |
|
|
|
|
|
|
Balance at 1 July 2010 | 666,758 |
| 8,576 |
| 675,334 |
Additions | - |
| 25,000 |
| 25,000 |
Depreciation expense | - |
| (3,883) |
| (3,883) |
Effect of foreign currency exchange differences | (174,567) |
| - |
| (174,567) |
Balance at 30 June 2011 | 492,191 |
| 29,693 |
| 521,884 |
|
|
|
|
|
|
Additions | - |
| 18,915 |
| 18,915 |
Depreciation expense | - |
| (10,345) |
| (10,345) |
Effect of foreign currency exchange differences | 23,691 |
| - |
| 23,691 |
Balance at 30 June 2012 | 515,882 |
| 38,263 |
| 554,145 |
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
| 2012 |
| 2011 |
| $ |
| $ |
NOTE 12: OTHER ASSETS |
|
|
|
|
|
|
|
Current |
|
|
|
Bond receivable | - |
| 10,000 |
Prepayments | 44,172 |
| 43,220 |
Accrued interest | - |
| 33,464 |
Other assets | 417,594 |
| 3,841 |
| 461,766 |
| 90,525 |
Non-Current |
|
|
|
Borrowing costs | 1,365,303 |
| - |
|
|
|
|
Borrowing costs relate to establishing a credit facility for the purposes of ongoing development of the Hemerdon project. | |||
|
|
|
|
NOTE 13: EXPLORATION EXENDITURE |
|
|
|
|
|
|
|
Exploration expenditure capitalised |
|
|
|
- exploration and evaluation phases | 10,888,468 |
| 6,827,448 |
Total exploration expenditure | 10,888,468 |
| 6,827,448 |
|
|
|
|
Movement in carrying value: |
|
|
|
Brought forward | 6,827,448 |
| 5,186,473 |
Exploration expenditure capitalised during the year | 4,061,020 |
| 1,642,015 |
Impairment on exploration expenditure | - |
| (1,040) |
At reporting date | 10,888,468 |
| 6,827,448 |
The value of the exploration expenditure is dependent upon:
- The continuance of the rights to tenure of the areas of interest;
- The results of future exploration; and
- The recoupment of costs through successful development and exploitation of the areas of interest or alternatively by their sale.
NOTE 14: TRADE PAYABLES |
|
|
|
| 2012 |
| 2011 |
| ||
|
|
|
|
| $ |
| $ |
| ||
Current |
|
|
|
|
|
|
|
| ||
Trade payables |
|
|
|
| 1,619,533 |
| 341,236 |
| ||
Sundry payables and accrued expenses |
|
|
|
| 527,146 |
| 137,510 |
| ||
|
|
|
|
| 2,146,679 |
| 478,746 |
| ||
|
|
|
|
|
|
|
|
| ||
|
|
| Employee benefits | |||||||
NOTE 15: PROVISIONS |
|
| $ | |||||||
|
|
|
| |||||||
Opening balance at 1 July 2011 |
|
| 64,222 | |||||||
Additional provisions |
|
| 44,143 | |||||||
Balance at 30 June 2012 |
|
| 108,365 | |||||||
|
|
|
| |||||||
| 2012 |
| 2011 | |||||||
| $ |
| $ | |||||||
Analysis of total provisions |
|
|
| |||||||
Current | 108,365 |
| 64,222 | |||||||
Non current | - |
| - | |||||||
| 108,365 |
| 64,222 | |||||||
|
|
|
|
|
|
|
|
| ||
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 16: INTEREST-BEARING LIABILITIES |
|
|
|
|
|
|
|
| ||
| 2012 |
| 2011 | |||||||
| $ |
| $ | |||||||
Current |
|
|
|
|
|
|
|
| ||
Loan from Resource Capital Fund | 6,000,000 |
| - | |||||||
On 25 October 2011 the Company entered into a A$6,000,000 development loan facility agreement with Resource Capital Fund V L.P. to provide additional working capital to commence pre-development activities at the Hemerdon Project. The loan facility includes the following costs:
- Establishment fees of 3% payable in shares on commencement of the loan. The Company issued 633,803 shares in October 2011 at a value of $0.284 per share in satisfaction of these fees;
- Interest expense is paid quarterly in arrears at a rate of 10% per annum on the drawn down amount. The Company is able to pay interest in cash or shares. During the year, the Company issued a total of 328,767 shares at a value of $0.31 per share in satisfaction of these expenses;
- Commitment fees are paid quarterly in arrears at a rate of 2% per annum on the undrawn amount. The Company is able to pay commitment fees in cash or shares. During the year, the Company issued a total of 113,910 shares at a value of $0.28 per share in satisfaction of these fees; and
- Utilisation fees are paid quarterly in arrears at the rate of 0.7 of an option per annum on each dollar of drawdown divided by 1.2 times the volume weighted average price of the Company's shares at the time of drawdown. During the year, the Company issued a total of 578,430 options at an average exercise price of $0.34 per share in satisfaction of these fees.
The loan facility is fully drawn as at 30 June 2012 and is due for repayment by 9 January 2013. It is expected to be repaid from the balance of project finance scheduled to be completed later this year.
Refer to Note 22 for further information on share based payments.
NOTE 17: ISSUED CAPITAL |
|
|
|
| 2012 |
| 2011 |
| $ |
| $ |
|
|
|
|
91,653,358 (2011: 83,944,377) fully paid ordinary shares | 17,271,469 |
| 15,356,099 |
| 2012 |
| 2011 | ||||
| No |
| $ |
| No |
| $ |
a. Ordinary shares |
|
|
|
|
|
|
|
At the beginning of reporting period | 83,944,377 |
| 15,356,099 |
| 36,256,098 |
| 10,300,781 |
Shares issued during the year |
|
|
|
|
|
|
|
- 18 October 2011 | 633,803 |
| 180,000 |
| - |
| - |
- 12 January 2012 | 82,801 |
| 22,356 |
| - |
| - |
- 10 April 2012 | 359,876 |
| 111,562 |
| - |
| - |
- 7 June 2012 | 4,351,852 |
| 1,175,000 |
| - |
| - |
- Options exercised during the year | 2,280,649 |
| 426,452 |
| 27,617 |
| 6,490 |
- 17 September 2010 | - |
| - |
| 6,666,667 |
| 1,857,828 |
- 23 September 2010 (split 1.7 for 1) | - |
| - |
| 30,045,985 |
| - |
- 18 March 2011 | - |
| - |
| 10,948,010 |
| 3,191,000 |
At reporting date | 91,653,358 |
| 17,271,469 |
| 83,944,377 |
| 15,356,099 |
|
|
|
|
|
|
|
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 17: ISSUED CAPITAL (continued)
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. Ordinary shares have no par value.
At the shareholders' meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.
Capital Management
The Directors' primary objective is to maintain a capital structure that ensures the lowest cost of capital to the Company. The Company is not subject to any externally imposed capital requirements.
b. Options and Performance Rights
For information relating to the Wolf Minerals Limited employee option plan and performance rights plan, including details of options and performance rights issued, exercised and lapsed during the financial year and the options and performance rights outstanding at year end, refer to Note 22 Share-based Payments.
For information relating to share options and performance rights issued to key management personnel during the financial year, refer to Note 22 Share-based Payments.
NOTE 18: RESERVES
Share based payments reserve
The share based payments reserve records items recognised as expenses on valuation of share options and performance rights.
| 2012 |
| 2011 | ||||
| No |
| $ |
| No |
| $ |
|
|
|
|
|
|
|
|
Balance 1 July | 27,856,747 |
| 1,541,207 |
| 3,500,000 |
| 1,405,207 |
Issued during the year to key management personnel | 1,523,612 |
| 236,407 |
| 3,088,826 |
| - |
Issued during the year to shareholders | - |
| - |
| 19,595,538 |
| - |
Issued during the year to finance providers | 578,430 |
| 69,880 |
| - |
| - |
Issued during the year to consultants (Note 22) | 525,000 |
| 26,250 |
| 1,700,000 |
| 136,000 |
Exercised during the year | (2,280,649) |
| - |
| (27,617) |
| - |
Balance 30 June | 28,203,140 |
| 1,873,744 |
| 27,856,747 |
| 1,541,207 |
Foreign currency translation reserve
The foreign currency translation reserve records the effect of exchange differences on the translation of foreign currency financial statements of subsidiaries.
|
| 2012 | 2011 | |
|
| No |
| $ |
|
|
|
|
|
Balance 1 July |
| (1,439,831) |
| - |
Foreign currency differences during the year |
| 438,799 |
| (1,439,831) |
Balance 30 June |
| (1,001,032) |
| (1,439,831) |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 19: COMMITMENTS
(a) Exploration commitments
In order to maintain current rights of tenure to exploration tenements, the consolidated entity has the following exploration expenditure requirements up until expiry of leases. These obligations, which are subject to renegotiation upon expiry of the leases, are not provided for in the financial report and are payable:
| 2012 |
| 2011 |
| $ |
| $ |
Not longer than one year | 528,000 |
| 114,000 |
Longer than one year, but not longer than five years | 592,000 |
| 380,000 |
| 1,120,000 |
| 494,000 |
If the Group decides to relinquish certain leases and/or does not meet these obligations, assets recognised in the statement of financial position may require review to determine the appropriateness of carrying values. The sale, transfer or farm-out of exploration rights to third parties will reduce or extinguish these obligations.
(b) Lease expenditure commitments
| 2012 |
| 2011 |
| $ |
| $ |
Not longer than one year | 153,330 |
| 122,448 |
Longer than one year, but not longer than five years | 306,660 |
| 367,344 |
| 459,990 |
| 489,792 |
The Company has entered into a 4 year lease on commercial terms for office accommodation at 22 Railway Road, Subiaco expiring 19 June 2015.
(c) Other contractual commitments
| 2012 |
| 2011 |
| $ |
| $ |
Not longer than one year | 561,000 |
| - |
Longer than one year, but not longer than five years | - |
| - |
| 561,000 |
| - |
In order to satisfy a condition of the Planning Permission for the Hemerdon project, the Group is required to construct a link road for Devon County Council. The construction of the road commenced in February 2012 and was completed in July 2012.
NOTE 20: SEGMENT REPORTING
The consolidated entity has identified its operating segments based on the internal reports that are reviewed and used by the chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance.
Operating segments are identified by Management based on the mineral resource and exploration activities in Australia and United Kingdom. Discrete financial information about each project is reported to the chief operating decision maker on a regular basis.
The reportable segments are based on aggregated operating segments determined by the similarity of the economic characteristics, the nature of the activities and the regulatory environment in which those segments operate.
The consolidated entity has two reportable segments based on the geographical areas of the mineral resource and exploration activities in Australia and United Kingdom. Unallocated results, assets and liabilities represent corporate amounts that are not core to the reportable segments.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 20: SEGMENT REPORTING (cont)
| Australia |
| United Kingdom |
| Unallocated |
| Total |
| $ |
| $ |
| $ |
| $ |
(i) Segment performance |
|
|
|
|
|
|
|
For the year ended 30 June 2012 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
Interest revenue | - |
| 2 |
| 57,653 |
| 57,655 |
Other income | - |
| - |
| 95,186 |
| 95,186 |
Total segment revenue | - |
| 2 |
| 152,839 |
| 152,841 |
|
|
|
|
|
|
|
|
Reconciliation of segment result to consolidated entity net profit/(loss) before tax |
|
|
|
|
|
|
|
Amounts not included in segment result but reviewed by the Board: |
|
|
|
|
|
|
|
·; Depreciation expenses | - |
| - |
| 10,345 |
| 10,345 |
·; Exploration expenditure written off | - |
| - |
| - |
| - |
·; Other expenses | - |
| 2,115,230 |
| 3,934,898 |
| 6,050,128 |
Net loss before tax from continuing operations |
|
|
|
|
|
| (5,907,632) |
|
|
|
|
|
|
|
|
(ii) Segment assets |
|
|
|
|
|
|
|
As at 30 June 2012 |
|
|
|
|
|
|
|
Segment assets at 1 July 2011 | - |
| 7,319,639 |
| 29,693 |
| 7,349,332 |
Segment asset increase/(decrease) for the period: |
|
|
|
|
|
|
|
·; Exploration expenditure | - |
| 4,061,020 |
| - |
| 4,061,020 |
·; Plant and equipment | - |
| 23,691 |
| 8,570 |
| 32,261 |
·; Borrowing costs | - |
| - |
| 1,365,303 |
| 1,365,303 |
| - |
| 11,404,350 |
| 1,403,566 |
| 12,807,916 |
|
|
|
|
|
|
|
|
Reconciliation of segment assets to consolidated entity assets |
|
|
|
|
|
|
|
Unallocated assets: |
|
|
|
|
|
|
|
·; Other assets | - |
| - |
| 2,873,838 |
| 2,873,838 |
Total group assets |
|
|
|
|
|
| 15,681,754 |
|
|
|
|
|
|
|
|
(iii) Segment liabilities |
|
|
|
|
|
|
|
As at 30 June 2012 |
|
|
|
|
|
|
|
Segment liabilities at 1 July 2011 | - |
| - |
| - |
| - |
Reconciliation of segment liabilities to consolidated entity liabilities |
|
|
|
|
|
|
|
·; Other liabilities | - |
| - |
| 8,255,044 |
| 8,255,044 |
Total consolidated entity liabilities |
|
|
|
|
|
| 8,255,044 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 20: SEGMENT REPORTING (cont)
| Australia |
| United Kingdom |
| Unallocated |
| Total |
| $ |
| $ |
| $ |
| $ |
(i) Segment performance |
|
|
|
|
|
|
|
For the year ended 30 June 2011 |
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
Interest revenue | - |
| 461 |
| 77,421 |
| 77,882 |
Other income | - |
| - |
| 21,780 |
| 21,780 |
Total segment revenue | - |
| 461 |
| 99,201 |
| 99,662 |
|
|
|
|
|
|
|
|
Reconciliation of segment result to consolidated entity net profit/(loss) before tax |
|
|
|
|
|
|
|
Amounts not included in segment result but reviewed by the Board: |
|
|
|
|
|
|
|
·; Depreciation expenses | - |
| - |
| 3,883 |
| 3,883 |
·; Exploration expenditure written off | 1,040 |
| - |
| - |
| 1,040 |
·; Other expenses | - |
| 92,754 |
| 1,278,765 |
| 1,371,519 |
Net loss before tax from continuing operations |
|
|
|
|
|
| (1,276,780) |
|
|
|
|
|
|
|
|
(iv) Segment assets |
|
|
|
|
|
|
|
As at 30 June 2011 |
|
|
|
|
|
|
|
Segment assets at 1 July 2010 | - |
| 5,853,231 |
| 8,576 |
| 5,861,807 |
Segment asset increase/(decrease) for the period: |
|
|
|
|
|
|
|
·; Exploration expenditure | - |
| 1,640,975 |
| - |
| 1,640,975 |
·; Plant and equipment | - |
| (174,567) |
| 21,117 |
| (153,450) |
| - |
| 7,319,639 |
| 29,693 |
| 7,349,332 |
|
|
|
|
|
|
|
|
Reconciliation of segment assets to consolidated entity assets |
|
|
|
|
|
|
|
Unallocated assets: |
|
|
|
|
|
|
|
·; Other assets | - |
| - |
| 3,359,192 |
| 3,359,192 |
Total group assets |
|
|
|
|
|
| 10,708,524 |
|
|
|
|
|
|
|
|
(v) Segment liabilities |
|
|
|
|
|
|
|
As at 30 June 2011 |
|
|
|
|
|
|
|
Segment liabilities at 1 July 2010 | - |
| - |
| - |
| - |
Reconciliation of segment liabilities to consolidated entity liabilities |
|
|
|
|
|
|
|
·; Other liabilities | - |
| - |
| 542,968 |
| 542,968 |
Total consolidated entity liabilities |
|
|
|
|
|
| 542,968 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 21: CASH FLOW INFORMATION |
|
|
|
| 2012 |
| 2011 |
| $ |
| $ |
|
|
|
|
a. Reconciliation of cash flow from operations with profit after income tax |
|
|
|
Net loss | (5,425,552) |
| (1,053,793) |
Non cash flows in profit |
|
|
|
Depreciation | 10,345 |
| 3,883 |
Net gain on sale of investments | (77,864) |
| - |
Equity compensation benefits | 646,455 |
| 136,000 |
Exploration written off | - |
| 1,040 |
Foreign exchange differences | 3,386 |
| - |
Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries |
|
|
|
(Increase)/decrease in trade and term receivables | (576,138) |
| (19,224) |
(Increase)/decrease in prepayments | (952) |
| (21,124) |
Increase/(decrease) in trade payables and accruals | 1,667,931 |
| 125,396 |
Increase/(decrease) in provisions | 44,143 |
| 16,972 |
Cash flow from operations | (3,708,246) |
| (810,850) |
NOTE 22: SHARE BASED PAYMENTS
The following share-based payment arrangements existed at 30 June 2012:
During the year, 850,000 options and 673,612 performance rights were provided to key management personnel as remuneration. Refer to Note 5 Key Management Personnel Compensation for further details.
During the year, the following share based payments were made in accordance with the A$6,000,000 development loan facility agreement with Resource Capital Fund V L.P.:
- On 18 October 2011, 633,803 shares were issued by the Company in satisfaction of establishment fees;
- On 12 January 2012, 82,801 shares were issued by the Company in satisfaction of commitment fees due for the quarter ended 31 December 2011;
- On 10 April 2012, 359,876 shares were issued by the Company in satisfaction of interest and commitment fees due for the quarter ended 31 March 2012; and
- On 10 April 2012, 578,430 options were issued by the Company in satisfaction of utilisation fees due for the quarter ended 31 March 2012, with exercise prices ranging from $0.33 to $0.39 with a weighted average exercise price of $0.34 and a life of 3 years.
Included under equity compensation benefits expense in the statement of comprehensive income is $646,455 (2011: $136,000), and relates, in full, to equity-settled share-based payment transactions.
All options granted to key management personnel are for ordinary shares in Wolf Minerals Limited, which confer a right of one ordinary share for every option held.
2012 | 2011 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
No | $ | No | $ | |
Issued to key management personnel | ||||
Outstanding at the beginning of the year | 6,588,826 | 0.53 | 3,500,000 | 0.96 |
Reconstruction | - | - | 2,450,000 | (0.40) |
Bonus issue | - | - | 638,826 | 0.23 |
Granted | 850,000 | 0.35 | - | - |
Outstanding at year end | 7,438,826 | 0.51 | 6,588,826 | 0.53 |
Exercisable at year end | 7,438,826 | 0.51 | 6,588,826 | 0.53 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 22: SHARE BASED PAYMENTS (continued)
2012 | 2011 | |||
Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |
No | $ | No | $ | |
Issued to consultants | ||||
Outstanding at the beginning of the year | - | - | - | - |
Granted | 525,000 | 0.23 | - | - |
Outstanding at year end | 525,000 | 0.23 | - | - |
Exercisable at year end | 525,000 | 0.23 | - | - |
Issued to finance providers | ||||
Outstanding at the beginning of the year | - | - | - | - |
Granted | 578,430 | 0.34 | - | - |
Outstanding at year end | 578,430 | 0.34 | - | - |
Exercisable at year end | 578,430 | 0.34 | - | - |
For the options granted to key management personnel during the year, the valuation model inputs used to determine the fair value at the grant date are as follows:
Grant Date | Date of Expiry | Share Price at Grant Date | Exercise Price | Expected Volatility | Discount Factor | Risk-free Interest Rate | Fair Value at Grant Date |
07/10/11 | 20/11/13 | $0.28 | $0.35 | 75.00% | 20% | 3.59% | $0.08 |
10/04/12 | 01/04/15 | $0.31 | $0.33 | 75.00% | 20% | 3.66% | $0.12 |
10/04/12 | 01/04/15 | $0.31 | $0.39 | 75.00% | 20% | 3.66% | $0.11 |
The options granted to consultants during the year have been valued at the agreed fee amount of $26,250.
When key management personnel cease employment the options are deemed to have lapsed. Since reporting date, no key management personnel has ceased their employment.
During the year, 1,700,000 options were exercised by key management personnel.
The options outstanding for key management personnel at 30 June 2012 had exercise prices ranging from $0.23 to $0.88 with a weighted average exercise price of $0.51 and a life of between 1 and 3 years.
As at 30 June 2012, the unissued ordinary shares of Wolf Minerals Limited under option are as follows:
Grant Date | Date of Expiry | Exercise Price | Number under Option |
13/03/08 | 12/03/13 | $0.88 | 2,550,000 |
26/11/09 | 26/11/12 | $0.59 | 850,000 |
26/11/09 | 26/11/14 | $0.34 | 850,000 |
15/10/10 | 30/09/12 | $0.29 | 850,000 |
15/10/10 | 30/09/12 | $0.23 | 21,001,098 |
07/10/11 | 20/11/13 | $0.35 | 850,000 |
10/04/12 | 01/04/15 | $0.33 | 478,012 |
10/04/12 | 01/04/15 | $0.39 | 100,418 |
27,529,528 |
There are also 673,612 performance rights outstanding, but not vested, for key management personnel at 30 June 2012. These rights have been valued at $0.28 by an independent third party. A 90% probability has been applied. The rights have no exercise price and confer a right of one ordinary share for every right held.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 23: RELATED PARTY DISCLOSURES
i. Interests in controlled entities are disclosed in Note 10. The loan amount receivable from Wolf Minerals (UK) Limited for the financial year ended 30 June 2012 was $12,902,798. Refer to Note 25 for further details of parent entity disclosures.
ii. Key management personnel equity holdings are disclosed in Note 5.
iii. No amounts in addition to those disclosed in Note 5 to the financial statements were paid or payable to Directors of the Company at the end of the year.
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
NOTE 24: FINANCIAL RISK MANAGEMENT
a. Financial Risk Management Policies
The group's financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable and payable and loans to and from subsidiaries.
i. Treasury Risk Management
The board meets on a regular basis to analyse financial risk exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.
The board's overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, whilst minimising potential adverse effects on financial performance.
Risk management policies are approved and reviewed by the board on a regular basis. These include the use of credit risk policies and future cash flow requirements.
ii. Financial Risk Exposures and Management
The main risks the group is exposed to through its financial instruments are foreign currency risk, liquidity risk, credit risk and price risk.
Foreign currency risk
The group is exposed to fluctuations in foreign currencies arising from the sale and purchase of goods and services in currencies other than the group's measurement currency. The currencies in which these transactions primarily are denominated are AUD and GBP.
Liquidity risk
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the group's reputation. Typically the group ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 90 days; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
Financing arrangements
Unused borrowing facilities at the reporting date:
| 2012 |
| 2011 |
| $ |
| $ |
|
|
|
|
Loan from Resource Capital Fund | - |
| - |
|
|
|
|
The loan facility of $6,000,000 from Resource Capital Fund has been fully drawn as at 30 June 2012 and is due for repayment in January 2013.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 24: FINANCIAL RISK MANAGEMENT (continued)
Credit risk
Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the group's receivables from customers and investment securities. The maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements.
The consolidated group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the consolidated group.
Price risk
The group is not exposed to commodity price risk.
The group holds the following financial instruments:
| 2012 |
| 2011 |
| $ |
| $ |
Financial assets: |
|
|
|
Cash and cash equivalents | 2,073,419 |
| 3,135,863 |
Receivables | 338,653 |
| 132,804 |
Total financial assets | 2,412,072 |
| 3,268,667 |
|
|
|
|
Trade and sundry receivables are expected to be received as follows: |
|
|
|
Less than 1 month | 338,653 |
| 132,804 |
Less than 6 months | - |
| - |
|
|
|
|
Financial liabilities |
|
|
|
Trade and sundry payables | 2,146,679 |
| 478,746 |
Interest bearing liabilities | 6,000,000 |
| - |
Total financial liabilities | 8,146,679 |
| 478,746 |
|
|
|
|
Trade and sundry payables are expected to be paid as follows: |
|
|
|
Less than 1 month | 2,146,679 |
| 478,746 |
Less than 6 months | - |
| - |
|
|
|
|
Interest bearing liabilities are expected to be paid as follows: |
|
|
|
Less than 1 month | - |
| - |
Less than 12 months | 6,000,000 |
| - |
iii. Net fair values
No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments, forward exchange contracts and interest rate swaps.
Fair values are materially in line with carrying values.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 24: FINANCIAL RISK MANAGEMENT (continued)
iv. Sensitivity analysis
Interest Rate Risk and Foreign Currency Risk
The group has performed sensitivity analysis relating to its exposure to interest rate risk and foreign currency risk at reporting date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in these risks.
Interest Rate Sensitivity Analysis
At 30 June 2012, the effect on profit and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows:
| 2012 |
| 2011 |
| $ |
| $ |
Change in profit |
|
|
|
Increase in interest rate by 1% (100 basis points) | (39,265) |
| 31,359 |
Decrease in interest rate by 1% (100 basis points) | 39,265 |
| (31,359) |
|
|
|
|
Change in equity |
|
|
|
Increase in interest rate by 1% (100 basis points) | (39,265) |
| 31,359 |
Decrease in interest rate by 1% (100 basis points) | 39,265 |
| (31,359) |
Foreign Currency Risk Sensitivity Analysis
At 30 June 2012, the effect on profit and equity as a result of changes in the value of the Australian Dollar to the British Pound (GBP) with all other variables remaining constant is as follows:
| 2012 |
| 2011 |
| $ |
| $ |
Change in profit |
|
|
|
Improvement in AUD to GBP by 10% | 262,261 |
| 83,772 |
Decline in AUD to GBP by 10% | (320,541) |
| (102,388) |
|
|
| |
Change in equity |
|
|
|
Improvement in AUD to GBP by 10% | 262,261 |
| 83,772 |
Decline in AUD to GBP by 10% | (320,541) |
| (102,388) |
The above interest rate and foreign exchange rate risk sensitivity analysis has been performed on the assumption that all other variables remain unchanged.
Interest Rate Risk Exposure Analysis
| Weighted Average Effective Interest Rate | Floating Interest Rate | Non Interest Bearing | ||||
2012 | 2011 | 2012 | 2011 | 2012 | 2011 | ||
FINANCIAL ASSETS | % | % | |||||
Cash at bank & on hand | 3.5 | 4.7 | 2,073,419 | 3,135,863 | - | - | |
Receivables | - | - | - | - | 338,653 | 132,804 | |
Total financial assets | 2,073,419 | 3,135,863 | 338,653 | 132,804 | |||
FINANCIAL LIABILITIES | |||||||
Payables | - | - | - | - | 2,146,679 | 478,746 | |
Interest bearing liabilities | 10 | - | 6,000,000 | - | - | - | |
Total financial liabilities | 6,000,000 | - | 2,146,679 | 478,746 | |||
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 25: PARENT ENTITY DISCLOSURES | ||||
Financial position | 2012 | 2011 | ||
Assets | $ | $ | ||
Current assets | 1,245,639 | 3,115,232 | ||
Non-current assets | 13,689,639 | 8,706,659 | ||
Total assets | 14,935,278 | 11,821,891 | ||
Liabilities | ||||
Current liabilities | 7,508,567 | 299,623 | ||
Non-current liabilities | - | - | ||
Total liabilities | 7,508,567 | 299,623 | ||
Net assets | 7,426,711 | 11,522,268 | ||
Equity | ||||
Issued capital | 17,271,469 | 15,356,099 | ||
Equity settled benefits | 952,145 | 619,607 | ||
Accumulated losses | (10,796,903) | (4,453,438) | ||
Total equity | 7,426,711 | 11,522,268 |
Financial performance | 2012 | 2011 | ||
$ | $ | |||
Loss for the year | (6,343,465) | (1,239,150) | ||
Other comprehensive loss | - | - | ||
Total comprehensive loss | (6,343,465) | (1,239,150) |
The parent company has no contingent liabilities or guarantees outstanding at 30 June 2012.
NOTE 26: DIVIDENDS
The Board of Directors have recommended that no dividend be paid.
NOTE 27: CONTINGENT ASSETS AND LIABILITIES
The Company is unaware of any contingent assets or liabilities that that may have a material impact on the Group's financial position.
NOTE 28: EVENTS AFTER THE BALANCE SHEET DATE
On 20 July 2012 the Company announced the completion of the A$5,000,000 placement to RCF and Traxys following shareholder approval at a meeting on 16 July 2012. An additional 14,166,667 shares were issued to RCF for A$3,825,000. The funds will provide additional working capital for the Company as it continues to complete the financing arrangements for the project.
On 20 July 2012 the Company announced the issue of 515,824 shares and 747,968 options to RCF in satisfaction of interest and utilisation fees respectively on the development loan facility for the quarter ended 30 June 2012.
On 31 July 2012 the Company announced the construction of the link road had been completed and the road had been officially opened on 27 July 2012.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 28: EVENTS AFTER THE BALANCE SHEET DATE (continued)
On 3 September 2012 the Company announced UniCredit Bank AG (UniCredit Corporate & Investment Banking), ING Bank N.V. and Caterpillar Financial SARL had been mandated to seek revised credit approval for an increase in senior debt finance facilities from £55 million to £75 million to fund the commercial development of the Hemerdon Project. The increase in senior debt facilities provides a simplified finance structure for the project and will enable the Company to finalise the offtake agreements without the need for subordinated debt facilities. The revised credit approval is expected to be completed by mid-October 2012.
No other matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the company, the results of those operations, or the state of affairs of the company in future financial years.
NOTE 29: COMPANY DETAILS
The registered office and principal place of business address is:
Level 3
22 Railway Road
SUBIACO WA 6008
additional information for listed public companies
The following additional information is required by the Australian Securities Exchange Ltd in respect of listed public companies only.
Shareholding
| 1. | Distribution | ||
a. | Distribution of Shareholders | of holders | ||
Category (size of holding) | ||||
1 - 1,000 | 54 | |||
1,001 - 5,000 | 182 | |||
5,001 - 10,000 | 146 | |||
10,001 - 100,000 | 382 | |||
100,001 - and over | 97 | |||
861 | ||||
a. There are no shareholdings held in less than marketable parcels.
b. The names of the substantial shareholders listed in the holding company's register as at 6 September 2012 are: |
Number |
Shareholder | Ordinary |
Resource Cap Fund V LP | 32,916,401 |
Computershare Clearing | 10,805,381 |
Traxys Projects LP | 10,144,535 |
Note: Computershare Clearing is the nominee account for the depositary interests that are traded on the Alternative Investment Market of the London Stock Exchange.
c. Voting Rights
The voting rights attached to each class of equity security are as follows:
Ordinary shares
- Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.
d. 20 Largest Shareholders - Ordinary Shares | |||
Name | Number of Ordinary Fully Paid Shares Held | Number of Ordinary Fully Paid Shares Held | |
1. Resource Cap Fund V LP | 32,916,401 | 30.90% | |
2. Computershare Clearing | 10,805,381 | 10.14% | |
3. Traxys Projects LP | 10,144,535 | 9.52% | |
4. RMB Capital | 3,225,807 | 3.03% | |
5. Kevin Barry Building Services | 2,587,595 | 2.43% | |
6. ABN Amro Clearing | 2,398,216 | 2.25% | |
7. Humphrey Hale | 1,827,500 | 1.72% | |
8. Phillip Sec Hong Kong Ltd | 1,297,072 | 1.22% | |
9. Russell Ralph & Hynes A M | 1,287,731 | 1.21% | |
10. National Nom Ltd | 1,247,888 | 1.17% | |
11. Spar Nom PL | 1,105,000 | 1.04% | |
12. Pylara PL | 1,070,000 | 1.00% | |
13. JP Morgan Nom Aust Ltd | 1,016,988 | 0.95% | |
14. Valiant Equity Mgnt PL | 867,000 | 0.81% | |
15. Humboldt Cap Corp | 740,000 | 0.69% | |
16. Ian Robert Bruce | 659,770 | 0.62% | |
17. UBS Wealth Management Aust Nom | 616,200 | 0.58% | |
18. Citicorp Nom PL | 604,025 | 0.57% | |
19. Novacarta PL | 600,000 | 0.56% | |
20. Goldmember PL | 552,500 | 0.52% | |
75,569,609 | 70.93% |
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
1. The name of the company secretary is Richard Lucas
2. The address of the principal registered office in Australia is:
Level 3
22 Railway Road
SUBIACO WA 6008
Telephone 61 (08) 6364 3776
3. Registers of securities are held at the following address in Western Australia is:
Security Transfer Registrars Pty Ltd
770 Canning Hwy
Applecross WA 6153
4. Stock Exchange Listing
Quotation has been granted for all the ordinary shares and 21,001,098 options over unissued shares of the company on all Member Exchanges of the Australian Securities Exchange Limited. The ordinary shares are also admitted to trading on the AIM market of the London Stock Exchange plc.
5. Unquoted Securities
Ordinary Shares
Nil
Options over Unissued Shares
A total of 6,528,430 unquoted options are on issue. Of these 4,250,000 are on issue to 5 directors, 850,000 are on issue to an employee, 850,000 are on issue to an advisor and 578,430 are issued to a finance provider.
Corporate Governance
Wolf Minerals Limited and its controlled entities ("the Consolidated Entity") are committed to high standards of corporate governance. Policies and procedures which follow the "Principles of Good Corporate Governance and Best Practice Recommendations" issued by the Australian Security Exchange ("ASX") Corporate Governance Council, to the extent they are applicable to the Consolidated Entity, have been adopted.
Principle 1 : Lay solid foundations for management and oversight | Comply | |
1.1 | Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose those functions. The role of the Board is formally set out in the Board Charter. This charter summarizes the role and responsibility of the Board of the Company. The disclosure of the role and responsibility of the Board is designed to assist those affected by corporate decisions to better understand the respective accountabilities and contributions of the Board and management of the Company.
The roles and responsibilities of the Board will evolve as the Company moves forward. As such, a regular review of the balance of responsibilities will ensure that the division of the functions remains appropriate to the needs of the Company.
The key responsibilities of the board include:
·; Appointing, evaluating, rewarding and if necessary, the removal of the Managing Director and senior management; ·; Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management; ·; Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company; ·; Overseeing the management of business risks, safety and occupational health, environmental issues and community development; ·; Satisfying itself that the financial statements fairly and accurately set out the financial position and financial performance of the Company for the period under review; ·; Satisfying itself that there are appropriate reporting systems and controls in place to assure the board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately. Further, approving and monitoring financial and other reporting; ·; Assuring itself that appropriate audit arrangements are in place, when considered appropriate by the board; ·; Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted, and that it's practice is consistent with, a number of guidelines, being: o Directors and Executive Officers Code of Conduct; o Dealings in Company Securities; and o Reporting and Dealing with Unethical Practices ·; Reporting to and advising shareholders.
| Yes |
1.2 | Companies should disclose the process for evaluating the performance of senior executives. The process and outcomes of the evaluation is disclosed in the Remuneration Report contained in the Directors' report. The Remuneration Committee Charter also discloses additional information in respect to evaluation the performance of senior executives. | Yes |
Corporate Governance
Principle 2 : Structure the Board to add value | Comply | |
2.1 | A majority of the Board should be independent directors. The Consolidated Entity has complied with this recommendation. The following Directors are not considered to be independent: ·; Humphrey Hale - Executive Managing Director ·; Chris Corbett - Non Executive Director The independent directors are: ·; John Hopkins - Non Executive Chairman ·; Jonathan Downes - Non Executive Director ·; Adrian Byass - Non Executive Director ·; Don Newport - Non Executive Director ·; Jim Williams - Non Executive Director The skills, experience and expertise relevant to the position of Director held by each Director in office at the date of the annual report are detailed in the Directors' Report.
The Board collectively and each Director has the right to seek independent professional advice at the Consolidated Entity's expense, up to specified limits, to assist them to carry out their responsibilities.
Directors are appointed based on the specific governance skills required by the Consolidated Entity. Given the size of the Consolidated Entity and the business it operates, the Board aims to achieve a relevant blend of direct experience appropriate to the Consolidated Entity's target market, personal experience in accounting and financial management and Director-level business experience.
| Yes |
2.2 | The chair should be an independent director. The Consolidated Entity complies with this recommendation. Mr. John Hopkins, an independent director, is the Chair.
| Yes |
2.3 | The roles of chair and chief executive officer should not be exercised by the same individual. The Consolidated Entity complies with this recommendation. Mr. Humphrey Hale is the Managing Director.
| Yes |
2.4 | The Board should establish a nomination committee. The Consolidated Entity does not have a nomination committee. The Board believes that due to the Group's relatively small size, a nomination committee is not necessary as the board can undertake all functions normally delegated to a nomination committee. The Corporate Governance Board Charter contains procedures for the appointment and resignation of Directors.
| No |
2.5 | Companies should disclose the process for evaluating the performance of the Board, its committees and individual directors. The Corporate Governance Board Charter contains the details of the procedures for the performance reviews and evaluation.
It is the policy of the Board to conduct a regular evaluation of its own performance, the committees' performances and the Directors' performances against appropriate measures.
| Yes |
Principle 3 : Promote ethical and responsible decision-making |
| |
3.1 | Companies should establish a code of conduct and disclose the code or a summary of the code. A formal Directors and Executive Officers' code of conduct forms part of the Corporate Governance Charter. The code of conduct addresses the maintenance of the confidence in the Consolidated Entity's integrity, legal obligations and expectations of shareholders, responsibility and accountability of individuals for reporting and investigating reports of unethical behaviour.
| Yes |
Corporate Governance
Principle 3 : Promote ethical and responsible decision-making (continued) |
Comply |
| |
3.2 | Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them. The Consolidated Entity recognises and respects the value of diversity at all levels of the organisation. The Consolidated Entity is committed to setting measurable objectives for attracting and engaging women at the Board level, in senior management and across the whole organisation.
| Yes |
|
3.3 | Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the Board in accordance with the diversity policy and progress towards achieving them. The Consolidated Entity's objective is to promote a culture which embraces diversity through ongoing education, succession planning, director and employee selection and recognising skills are not gender specific.
| Yes |
|
3.4 | Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the Board. As at the date of this report, the Consolidated Entity has the following proportion of women appointed: ·; To the Board - 0% ·; To senior executive - 20% ·; To the organisation as a whole - 29%
| Yes |
|
Principle 4 : Safeguard integrity in financial reporting |
| ||
4.1 | The Board should establish an audit committee. The Consolidated Entity has established an Audit Committee.
| Yes | |
4.2 | The audit committee should be structured so that it: ·; Consists only of non-executive directors ·; Consists of a majority of independent directors ·; Is chaired by an independent chair, who is not chair of the Board ·; Has at least three members The Consolidated Entity has complied with this recommendation. The following Directors are considered to be independent: ·; Jim Williams - Non Executive Director (Chair) ·; Don Newport - Non Executive Director ·; John Hopkins - Non Executive Director
| Yes | |
4.3 | The audit committee should have a formal charter. The Consolidated Entity has a formal charter for the Audit Committee. The Audit Committee is responsible for reviewing the integrity of the Consolidated Entity's financial reporting and overseeing the independence of the external auditors. The Audit Committee reviews the audited annual and half-year financial statements and any reports which accompany published financial statements and recommends their approval to the members.
The Audit Committee is also responsible for establishing policies on risk oversight and management.
| Yes | |
Principal 5 : Make timely and balanced disclosure |
| ||
5.1 | Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies. The Board has adopted a Disclosure Policy, which sets out the key obligation of the Managing Director and Company Secretary to ensure that the Consolidated Entity complies with its disclosure obligations under the ASX Listing Rules and The Corporations Act 2001 (Cth). | Yes |
Corporate Governance
Principal 6 : Respect the rights of shareholders | Comply | |
6.1 | Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy. The Board has adopted a Communication Strategy. The directors of the Company recognise the importance of forthright communication. The Consolidated Entity posts all the report, ASX announcements, media release, business presentation and Group information on the Group's website. | Yes |
Principal 7 : Recognize and manage risk |
| |
7.1 | Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies. The Board has adopted a Risk Management and internal Control Policy. Procedures have been established at the board and executive management levels which are designed to safeguard the assets and interests of the Consolidated Entity, and to ensure the integrity of reporting.
| Yes |
7.2 | The Board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company's management of its material business risks. The Board is responsible for identifying the risks facing the Company, assessing the risks and ensuring that there are controls for these risks, which are to be designed to ensure that any identified risk is reduced to an acceptable level. Management is required to report on material business risks at each Board of Director's meeting.
| Yes |
7.3 | The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. The Managing Director and Chief Financial Officer have provided the written statements required by 7.3.
| Yes |
Principal 8 : Remunerate fairly and responsibly |
| |
8.1 | The Board should establish a remuneration committee. The Consolidated Entity has established a Remuneration Committee. The Remuneration Committee has a formal charter.
| Yes |
8.2 | The remuneration committee should be structured so that it: ·; Consists of a majority of independent directors ·; Is chaired by an independent chair ·; Has at least three members The Consolidated Entity has not complied with this recommendation. The following Directors are not considered to be independent: ·; Chris Corbett - Non Executive Director (Chair) The independent directors are: ·; Jonathan Downes - Non Executive Director ·; Jim Williams - Non Executive Director The Committee considers that the interests of the Group are best served by appointing directors with the relevant skills and expertise to enhance the Group's performance. The Committee believes each director bring an independent, objective judgment to the deliberations of the Committee.
| No |
8.3 | Companies should clearly distinguish the structure of non-executive directors' remuneration from that of executive directors and senior executives. The Remuneration Report, contained in the Directors' Report sets out the remuneration of non-executive directors, the executive director and senior executives. | Yes |
Related Shares:
Wolf Minerals