9th Mar 2012 07:00
WOLF MINERALS LIMITED
A.B.N. 11 121 831 472
AND CONTROLLED ENTITIES
HALF YEAR FINANCIAL REPORT
31 DECEMBER 2011
31 DECEMBER 2011
CONTENTS
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2011 and any public announcements made by Wolf Minerals Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
CORPORATE DIRECTORY
NON-EXECUTIVE CHAIRMAN
John Hopkins
EXECUTIVE MANAGING DIRECTOR
Humphrey Hale
NON-EXECUTIVE DIRECTORS
Jonathan Downes
Adrian Byass
Chris Corbett
Don Newport
Jim Williams
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 REGISTER
Security Transfer Registrars Pty Ltd
770 Canning Hwy
APPLECROSS WA 6153
UK DEPOSITORY
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZZ
SECURITIES 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
DIRECTORS' REPORT
Your Directors submit the financial report of the economic entity for the half year ended
31 December 2011.
DIRECTORS
The names of Directors who held office during or since the end of the half year:-
John Hopkins Non Executive Chairman
Humphrey Hale Executive Managing Director
Jonathan Downes Non Executive Director
Adrian Byass Non Executive Director
Don Newport Non Executive Director
Jim Williams Non Executive Director
Chris Corbett Non Executive Director
PRINCIPAL ACTIVITIES
During the half year the principal activities of the Consolidated Entity consisted of mineral exploration and development.
REVIEW OF RESULTS
The Directors of Wolf Minerals Limited (Wolf) announce for the half year to 31 December 2011 a net consolidated loss after tax of $1,623,997 (2010: $641,890).
REVIEW OF OPERATIONS
Summary
Wolf is focused on the development of the Hemerdon Ball Tungsten and Tin project ("Hemerdon" or "the Project") located in Devon, England. Key activities during the half 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
·; Appointment of senior debt providers to raise GBP£55 million project finance for the Hemerdon Tungsten Project
·; Company completed successful listing on AIM
·; All planning permissions granted and contractor selected to construct Hemerdon link road
·; Wolf receives formal UK Government support post the period end for the Hemerdon Tungsten Project
Development capital facility
In August the Company accepted an offer from Resource Capital Fund V L.P. ("RCF") to provide a 12 month secured development capital facility for $6 Million.
The development funding allows Wolf to maintain an aggressive timetable to production.
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.
DIRECTORS REPORT (CONT)
REVIEW OF OPERATIONS (CONT)
Engagement of UK Operations Manager
Wolf engaged Jeffery 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 (CONT)
REVIEW OF OPERATIONS (CONT)
Appointment of senior debt providers to raise GBP£55 million project finance for the Hemerdon Tungsten Project
In December, 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 GBP£55 million (AUD$81.58 million) to fund the commercial development of the Hemerdon Project in Southwest England. Subsequent to the end of the period, the Company received credit approval for the senior debt finance facilities in March.
The funding will support the planned construction of the Hemerdon project, based on the completed Definitive Feasibility Study (released in May 2011). The study confirmed the robust economic viability of the project and estimated a net present value of GBP£74 million at a tungsten price of $360/mtu.
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.
This review process supported the findings of the Definitive Feasibility Study and the robust economics of the project.
Provision of the senior debt finance facilities is subject to completion of the project finance documentation and conditions precedent customary for a financing of this nature. The current timetable is for the lenders to obtain credit approval for the facilities in February.
Wolf is also in continuing discussions with potential off-take partners to provide subordinated debt for the project. The total debt facilities will enable Wolf to minimise the equity component of the funding package required to put Hemerdon into production.
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. 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.
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.
DIRECTORS REPORT (CONT)
REVIEW OF OPERATIONS (CONT)
The AIM listing is designed to provide a direct mechanism for UK investors to share in Wolf's growth, and the Company will benefit from having direct access to the London capital market.
Planning permissions granted and contractor appointed to construct the Hemerdon link road
Also in December, the Company reported that all relevant planning permissions for the Hemerdon link road had been received, and that a contractor had been appointed to construct the road. The existing planning permission for the mine was updated in January 2011.
Bardon Contracting, an Aggregate Industries UK Ltd. business, will 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.
As specified in the conditions of the main mine permit, the public link road will be 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.
Bardon was selected following a competitive tender process and have already completed work on the detailed design of the two bridges required. Subsequent to the end of the period, construction has commenced in March and the road is scheduled to be completed in June.
UK Government support for the Hemerdon Tungsten Project from UK Minister of State for Trade and Investment
Subsequent to the end of the period (as announced on 13 January 2012), Wolf reported that it had received formal UK Government support for the development of the Hemerdon Tungsten and Tin project in Devon, in Southwest England.
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."
DIRECTORS REPORT (CONT)
AUDITOR'S DECLARATION
The lead auditor's independence declaration under section 307c of the Corporations Act 2001 is set out on page 7 for the half year ended 31 December 2011.
This report is made in accordance with a resolution of the Directors.
_____________________________
Humphrey Hale
Managing Director
Dated: 9 March 2012
AUDITORS INDEPENDENCE DECLARATION
UNDER SECTION 307C OF THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF WOLF MINERALS LIMITED
AND CONTROLLED ENTITIES
I declare that, to the best of my knowledge and belief, during the half year ended 31 December 2011 there has been:
a) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and
b) no contraventions of any applicable code of professional conduct in relation to the review.
PKF Mack & Co
Simon Fermanis
Partner
9th march 2012
West Perth,
Western Australia
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
| 31 December 2011 | 31 December 2010 | |
$ | $ | ||
Revenue | 136,233 | 19,120 | |
Other income | 2,612 | - | |
Administrative expenses | (158,457) | (131,097) | |
Compliance expenses | (161,464) | (112,914) | |
Consultancy expenses | (828,112) | (163,190) | |
Depreciation and amortisation expenses | (6,523) | (1,286) | |
Directors fees | (87,368) | (50,003) | |
Exploration expenditure written off | - | (1,040) | |
Employee benefits expense | (399,811) | (162,442) | |
Equity compensation benefits | (262,657) | - | |
Finance costs | (206,492) | - | |
Foreign exchange loss | (1,181) | - | |
Insurance expenses | (13,315) | (13,075) | |
Occupancy expenses | (112,042) | (25,963) | |
Provision for impairment | (7,500) | - | |
Loss before income tax | (2,106,077) | (641,890) | |
Income tax (expense)/benefit | 482,080 | - | |
Loss for the period | (1,623,997) | (641,890) | |
Other comprehensive income | |||
Other comprehensive income for the period (net of tax) | (302,811) | - | |
Total comprehensive loss for the period | (1,926,808) | (641,890) | |
Earnings per share | |||
Basic and diluted loss per share (cents)
| (1.93) |
| (0.91) |
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2011
| Note | 31 December 2011 | 30 June 2011 | |
$ | $ | |||
CURRENT ASSETS | ||||
Cash and cash equivalents | 214,157 | 3,135,863 | ||
Trade and other receivables | 163,088 | 132,804 | ||
Other current assets | 18,705 | 90,525 | ||
TOTAL CURRENT ASSETS | 395,950 | 3,359,192 | ||
NON-CURRENT ASSETS | ||||
Property, plant and equipment | 521,546 | 521,884 | ||
Exploration and evaluation expenditure | 9 | 8,807,700 | 6,827,448 | |
Investments | 52,500 | - | ||
TOTAL NON-CURRENT ASSETS | 9,381,746 | 7,349,332 | ||
TOTAL ASSETS | 9,777,696 | 10,708,524 | ||
CURRENT LIABILITIES | ||||
Trade and other payables | 947,271 | 478,746 | ||
Short-term provisions | 137,987 | 64,222 | ||
Other current liabilities | 8,638
| -
| ||
TOTAL CURRENT LIABILITIES | 1,093,896 | 542,968 | ||
TOTAL LIABILITIES | 1,093,896 | 542,968 | ||
NET ASSETS | 8,683,800 | 10,165,556 | ||
EQUITY | ||||
Issued capital | 8 | 15,538,494 | 15,356,099 | |
Reserves | 61,222 | 101,376 | ||
Accumulated losses | (6,915,916) | (5,291,919) | ||
TOTAL EQUITY | 8,683,800 | 10,165,556 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
| Issued Capital | Accumulated Losses | Share Based Payments Reserve | Foreign Currency Translation Reserve | Total | ||||
$ | $ | $ | $ | $ | |||||
Balance at 1 July 2010 | 10,300,781 | (4,238,126) | 1,405,207 | - | 7,467,862 | ||||
Loss for the period | - | (641,890) | - | - | (641,890) | ||||
Other comprehensive income | |||||||||
Foreign currency translation differences | - | - | - | - | - | ||||
Total comprehensive loss for the period | - | (641,890) | - | - | (641,890) | ||||
Transactions with owners, recorded directly in equity | |||||||||
Issue of share capital | 2,004,254 | - | - | - | 2,004,254 | ||||
Transaction costs | (147,299) | - | - | - | (147,299) | ||||
Equity compensation benefit | - | - | 136,000 | - | 136,000 | ||||
Balance at 31 December 2010 | 12,157,736 | (4,880,016) | 1,541,207 | - | 8,818,927 | ||||
Balance at 1 July 2011 | 15,356,099 | (5,291,919) | 1,541,207 | (1,439,831) | 10,165,556 | ||||
Loss for the period | - | (1,623,997) | - | - | (1,623,997) | ||||
Other comprehensive income | |||||||||
Foreign currency translation differences | - | - | - | (302,811) | (302,811) | ||||
Total comprehensive loss for the period | - | (1,623,997) | - | (302,811) | (1,926,808) | ||||
Transactions with owners, recorded directly in equity | |||||||||
Issue of share capital | 182,395 | - | - | - | 182,395 | ||||
Transaction costs | - | - | - | - | - | ||||
Equity compensation benefit | - | - | 262,657 | - | 262,657 | ||||
Balance at 31 December 2011 | 15,538,494 | (6,915,916) | 1,803,864 | (1,742,642) | 8,683,800 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
| 31 December 2011 | 31 December 2010 | |
$ | $ | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Payments to suppliers and employees | (1,456,300) | (548,144) | |
Other income | 37,957 | - | |
Interest received | 70,259 | 18,421 | |
Income tax | 482,080 | - | |
Net cash used in operating activities | (866,004) | (529,723) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Payments to related parties | - | (1,392) | |
Payments for exploration and evaluation | (2,048,624) | (1,843,907) | |
Payments for property, plant & equipment | (18,915) | - | |
Proceeds from sale of investments | 70,000 | - | |
Payments for investments | (60,000) | - | |
Net cash used in investing activities | (2,057,539) | (1,845,299) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issue of shares | 2,395 | 2,004,253 | |
Payments for costs of issue of shares | - | (142,174) | |
Net cash from financing activities | 2,395 | 1,862,079 | |
Net increase/(decrease) in cash and cash equivalents | (2,921,148) | (512,943) | |
Effects of exchange rate changes on the balance of cash held in foreign currencies | (558) | - | |
Cash and cash equivalents at the beginning of the period | 3,135,863 | 2,126,434 | |
Cash and cash equivalents at the end of the period | 214,157 | 1,613,491 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
NOTE 1: BASIS OF PREPARATION OF HALF YEAR FINANCIAL REPORT
Statement of Compliance
Wolf Minerals Limited is a public company, limited by shares, domiciled and incorporated in Australia and listed on the Australian Securities Exchange and Alternative Investment Market. The consolidated interim financial report of the company for the six months ended 31 December 2011, comprise the Company and its subsidiaries (the "consolidated entity").
The half year consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001 and AASB 134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Standard IAS 34 Interim Financial Reporting.
The half year report does not include full disclosures of the type normally included in an annual financial report. Accordingly, it is recommended that this interim financial report be read in conjunction with the annual report for the year ended 30 June 2011 and any public announcements made by Wolf Minerals Limited and its controlled entities during the interim reporting period in accordance with the continuous disclosure requirements arising under the Corporations Act 2001.
These consolidated interim financial statements were approved by the Board of Directors on
27 February 2012.
Basis of preparation
The half year report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. The presentation and functional currency is in Australian Dollars.
The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the company's 2011 annual financial report for the financial year ended 30 June 2011, except for the impact of the Standards and Interpretations described below. Those accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current reporting period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
NOTE 1: BASIS OF PREPARATION OF HALF YEAR FINANCIAL REPORT (CONT)
The Group has adopted all new and amended Australia Accounting Standards effective from 1 July 2011 including:
AASB 2009-12 | Amendments to Australian Accounting Standards (AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052)
|
AASB 2010-4 | Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project (AASB 1, AASB 7, AASB101 & AASB 134 and Interpretation 13)
|
AASB 2010-5 | Amendments to Australian Accounting Standards (AASB 1, 3, 4, 5, 101, 107, 112, 118, 119, 121, 132, 133, 134, 137, 139, 140, 1023 & 1038 and Interpretations 112, 115, 127, 132 & 1042)
|
AASB 124 (Revised) | Related Party Disclosures |
The adoption of these amendments has not resulted in any changes to the consolidated entity's accounting policies and has no effect on the amounts reported for current and prior periods.
Going Concern Basis
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 $1,623,997 for the half year ended 31 December 2011 (2010: $641,890).
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.
On 16 May 2011, the Company announced the results of the Definitive Feasibility Study on the Hemerdon Project and commenced negotiations on project funding for £104 million ($166 million). The project funding is expected to be completed by early 2012.
On 26 August 2011 the Company announced an agreement with Resource Capital Fund V LP to provide a development capital facility of A$6 million (before costs). This facility was approval by shareholders at an EGM on 5 October 2011. Funds will be used to fast track the Hemerdon Project into pre-production activities. The Company has not drawn down any funds from this facility as at 31 December 2011.
On 30 November 2011 the Company announced its shares had been admitted to trading on the Alternative Investment Market (AIM) of the London Stock Exchange. The Company will benefit from having direct access to the London capital market to raise capital from investors in the United Kingdom and Europe.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
NOTE 1: BASIS OF PREPARATION OF HALF YEAR FINANCIAL REPORT (CONT)
On 19 December 2011, the Company mandated UniCredit Bank AG, ING Bank N.V. and Caterpillar Financial SARL to provide senior debt finance facilities totalling GBP£55 million to fund the commercial development of the Hemerdon Project in Southwest England.
Provision of the senior debt finance facilities is subject to completion of the project finance documentation and the usual credit approvals and conditions precedent customary for a financing of this nature. The current timetable is for the lenders to obtain credit approval for the facilities in February.
The Company is also in continuing discussions with potential off-take partners to provide subordinated debt for the project. The total debt facilities will enable the Company to minimise the equity component of the funding package required to put Hemerdon into production.
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.
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 is determined by an external valuer using an appropriate valuation model.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
NOTE 1: BASIS OF PREPARATION OF HALF YEAR FINANCIAL REPORT (CONT)
(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.
(ii) Impairment of exploration and evaluation assets and investments in and loans to subsidiaries(cont)
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 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.
NOTE 2: SEGMENT INFORMATION NOTES
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 CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
NOTE 2: SEGMENT INFORMATION (CONT)
Australia | United Kingdom | Unallocated | Total | |
$ | $ | $ | $ | |
For the period ended 31 December 2011 | ||||
Revenue | - | - | 138,845 | 138,845 |
Total segment revenue | - | - | 138,845 | 138,845 |
Segment net operating profit after tax | - | - | (1,623,997) | (1,623,997) |
Interest revenue | - | - | 36,912 | 36,912 |
Depreciation | - | - | 6,523 | 6,523 |
As at 31 December 2011 | ||||
Segment assets | - | 9,141,655 | 636,041 | 9,777,696 |
Segment Liabilities | - | - | 1,093,896 | 1,093,896 |
Australia | United Kingdom | Unallocated | Total | |
$ | $ | $ | $ | |
For the period ended 31 December 2010 | ||||
Revenue | - | - | 19,120 | 19,120 |
Total segment revenue | - | - | 19,120 | 19,120 |
Segment net operating profit after tax | (1,040) | - | (640,850) | (641,890) |
Interest revenue | - | - | 19,120 | 19,120 |
Depreciation | - | - | 1,286 | 1,286 |
As at 31 December 2010 | ||||
Segment assets | - | 7,287,045 | 1,818,450 | 9,105,495 |
Segment Liabilities | - | - | 286,568 | 286,568 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
NOTE 3: CONTINGENT LIABILITIES
There has been no change to contingent liabilities since the last annual reporting date.
NOTE 4: EVENTS SUBSEQUENT TO REPORTING DATE
On 9 January 2012 the Company completed the first draw down from the Resource Capital Fund V LP development capital facility of A$6 million. This facility is repayable within 12 months from first draw down.
Other than noted above, no matter or circumstance has arisen subsequent to 31 December 2011 that has significantly affected, or may significantly affect:
(a) the Company's operations in future financial years: or
(b) the results of those operations in future financial years: or
(c) the Company's state of affairs in future financial years.
NOTE 5: COMMITMENTS
(a) Exploration commitments
In order to maintain current rights of tenure to mining tenements, the Consolidated Entity has the following discretionary 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 statements and are payable:
31 December 2011 | 30 June 2011 | ||
$ | $ | ||
Not longer than one year | 494,000 | 114,000 | |
Longer than one year, but not longer than five years | 412,000 | 380,000 | |
906,000 | 494,000 |
On the 4 December 2007 the Company entered into an Option Agreement to take a lease of Mineral Rights at Hemerdon Mine and Crownhill Down, Plympton, Plymouth UK. The terms of the agreement require the Company to pay an annual option fee on the anniversary of the date of the option agreement of the greater of: the option fee (GBP £69,231); or the revised option fee (the option fee indexed by the All Items Index figure of the General Index of Retail Prices described in the Employment Gazette UK).
In addition the Company is required to pay a Further Option Fee of GBP £250,000 on or before the 5th and every subsequent 5th anniversary date. The agreement terminates on the 21st anniversary.
At the time that the Option agreement was signed, the terms of the proposed Lease Agreement of Minerals and Rights at Hemerdon Mine and Crownhill Down, Plympton, Plymouth UK were agreed. The term of the lease is 40 years. An amount of Certain Rent equal to the annual option fee (GBP £69,231 in the first year) must be paid annually in advance.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
NOTE 5: COMMITMENTS (CONT)
(a) Exploration commitments (cont)
Following commencement of mining operations the Company must pay a Metals Royalty being 2% of the net smelter return in respect of tungsten, wolfram tin, tin ore or other metals or metallic minerals worked or taken away from the mine.
The Company must pay a General Royalty being 5% of the General Return on all other minerals not included within the Metals Royalty whether before or after the commencement of mining operations.
In addition to the payments under the Option Agreement, the Company has also entered into a Supplementary Agreement to gain access to the land required to build the Link Road, as part of the planning permission. The terms of the agreement require the Company to pay a compensation fee (GBP £103,000) prior to commencement, of which GBP £77,250 is still outstanding at 31 December 2011.
If the Consolidated Entity decides to relinquish certain leases and/or does not meet these obligations, assets recognised in the balance sheet 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
31 December 2011 | 30 June 2011 | ||
$ | $ | ||
Not longer than one year | 122,448 | 122,448 | |
Longer than one year, but not longer than five years | 306,120 | 367,344 | |
428,568 | 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
NOTE 6: DIVIDENDS
No dividends have been declared or paid during the half year ended 31 December 2011.
NOTE 7: KEY MANAGEMENT PERSONNEL
Remuneration arrangements of key management personnel are disclosed in the annual financial report.
31 December 2011 | 30 June 2011 | ||
$ | $ | ||
NOTE 8: CONTRIBUTED EQUITY | |||
(a) Issued and fully paid shares | |||
Fully paid ordinary shares | 16,362,804 | 16,180,409 | |
Less: capital issue costs net of tax | (824,310) | (824,310) | |
15,538,494 | 15,356,099 |
Number of shares | $ | ||
Balance at the beginning of the period | 83,944,377 | 15,356,099 | |
Shares issued during the period | 633,803 | 180,000 | |
Options exercised | 10,194 | 2,395 | |
Less: capital issue costs | - | - | |
643,997 | 182,395 | ||
Balance at the end of the period | 84,588,374 | 15,538,494 |
31 December 2011 | 30 June 2011 | ||
$ | $ | ||
NOTE 9: EXPLORATION EXPENDITURE | |||
Balance at the beginning of the period | 6,827,448 | 5,186,473 | |
Exploration expenditure capitalised during the year | 1,980,252 | 1,642,015 | |
Impairment of exploration expenditure | - | (1,040) | |
Balance at the end of the period | 8,807,700 | 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.
DIRECTORS' DECLARATION
The Directors of the Company declare that:-
1. The financial statements and notes, as set out on pages 8 to 19 are in accordance with the Corporations Act 2001, and:
(a) complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporation Regulations 2001; and
(b) giving a true and fair view of the Consolidated Entity's financial position as at 31 December 2011 and of its performance for the half year ended on that date; and
(c) the half year financial statements are compliance with International Financial Reporting Standards, as stated in Note 1 to the financial statements.
2. 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
Managing Director
Dated: 9 March 2012
INDEPENDENT AUDITORS' REVIEW REPORT
TO THE MEMBERS OF
WOLF MINERALS LIMITED
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Wolf Minerals Ltd (the Company) which comprises the condensed statement of financial position as at 31 December 2011, the condensed statement of comprehensive income, condensed statement of changes in equity and condensed statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information and the directors' declaration of the consolidated entity comprising the Company and the entities it controlled at 31 December 2011, or during the half year.
Directors' Responsibility for the Half-Year Financial Report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with the Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2011 and its performance for the half year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporation Regulations 2001. As the auditor of Wolf Minerals Ltd, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. In accordance with the Corporations Act 2001, we have given the directors' of the company a written Auditor's Independence Declaration.
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Wolf Minerals Ltd is not in accordance with the Corporations Act 2001 including:
(a) giving a true and fair view of the consolidated entity's financial position as at 31 December 2011 and of its performance for the half-year ended on that date; and
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
Material Uncertainty Regarding Continuation as a Going Concern
Without qualifying our conclusion, we draw attention to Note 1 in the financial report which indicates that the consolidated entity incurred a net loss of $(1,623,997) during the half year ended 31 December 2011 (31 December 2010: $(641,890)) and had negative operating cashflow of $(866,004) (31 December 2010: $(529,723)). These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast significant doubt about the consolidated entity's ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the financial report.
PKF Mack & Co
Simon Fermanis
Partner
9th March 2012
West Perth,
Western Australia
For further details, please contact:
Wolf Minerals Limited Humphrey Hale
| +61 8 6364 3776 |
Evolution Securities Limited Mark Wellesley-Wood/Neil Elliot | +44 (0) 20 7071 4300
|
Newgate Threadneedle Graham Herring/Beth Harris | +44 (0) 20 7653 9850 |
About Wolf Minerals
Wolf Mineral is an ASX listed and AIM listed specialty metals company focused on developing the world class Hemerdon Tungsten and Tin Project, in Devon, in the south-west of the UK. The Company holds an option over 100% of the Hemerdon project, which the Directors consider to be one of the largest undeveloped tungsten and tin resources in the western world. It is ranked as the fourth largest tungsten deposit in the world in terms of contained tungsten metal, by The British Geological Survey. The Company aims to develop the project into a large scale, open pit mining operation, which will position it as a world class tungsten and tin producer. Wolf recently released a positive Definitive Feasibility Study for the Hemerdon project, and it has updated planning permission for mining until 2021.
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