ARIKA RESOURCES LIMITED — Annual Report 2012

Aug 29, 2012

PLD CORPORATION LIMITED (formerly Portland Orthopaedics Limited) ABN 92 086 839 992

Appendix 4E ASX Listing Rule 4.3A Preliminary Final Report Year ended 30 June 2012 (Previous corresponding period year ended 30 June 2011)

Results for Announcement to the Market

	30 June 2012 $	30 June 2011 $	Change
Revenuefrom continuing operations	24,579	5,560	Up 342%
(Loss)/profitfrom continuing operations	(365,307)	5,530	N/a
Profitfrom discontinued operations	4,261,348	-	N/a
Profitattributable to members of PLD Corporation Limited	3,896,041	5,530	Up 70,352%

On 2nd December 2008, the Company went into voluntary administration and entered into receivership on 5th December 2008 and operations were suspended. The Administrators sought expressions of interest from third parties in either acquiring the assets of the Company or reconstructing and recapitalising the Company.

As part of this process, the creditors approved the Administrators entering into a Deed of Company Arrangement (DoCA) on 15 April 2009 (which was varied on 5 July 2011), pursuant to which the Deed Administrator was authorised, among other things, to investigate the restructure of the Company’s capital with a view to re-instating the Company’s Shares to quotation on the ASX for the benefit of creditors and Shareholders.

The Company’s creditors subsequently agreed with a proposal presented by a syndicate headed by Pager Partners for the restructure and recapitalisation of the Company. This proposal was approved by Shareholders on 23 November 2011 and was successfully completed on 6 February 2012 with the Company’s shares re-instated to Official Quotation on the ASX on 10 February 2012.

The success of this proposal has resulted in the company:

• retaining its existing business assets (unencumbered), and specifically those relating to the Company’s Margron Total Hip Replacement and Tite Tool and Universal Joint Replacement ;

• entering into a Creditors’ Trust Deed to satisfy approved creditor claims;

• making a payment to the Deed Administrator for the purposes of satisfying creditors’ claims under the Creditors’ Trust Deed, with all other liabilities and obligations of the Company being compromised under the DoCA;

• consolidating the issued capital of the Company on the basis that every ten (10) Shares being consolidated into one (1) Share; and every ten (10) Options being consolidated into one (1) Option.

• completing a capital raising to raise a total of $2,001,500;

• appointing new Directors Messrs Michael Pollak, Jonathan Pager and Hugh Warner to the Board;

• changing its name from Portland Orthopaedics Limited to PLD Corporation Limited.

The profit after income tax for the year ended 30 June 2012 was $3,896,041 (30 June 2011: profit $5,530) due to primarily a gain arising from the settlement of all liabilities and obligations of the Company as a result of the effectuation of the DoCA and creation of the Creditors’ Trust Deed.

Dividends

No Dividends have been declared or paid.

Net tangible assets per security

Net tangible assets per security

30 June 2012 30 June 2011 Cents / Share Cents / Share 0.30 0.00

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PLD CORPORATION LIMITED (formerly Portland Orthopaedics Limited) ABN 92 086 839 992

Other

1. No entities were gained or lost during the period.

2. The Company does not have any dividend or distribution reinvestment plan.

3. The Company had no associates and no joint venture entity interest.

Audit Status

The accounts are in the process of being audited.

Incomplete records

The management and affairs of the Company were not under the control of the Directors of the Company from the time it entered voluntary administration on 2 December 2008 until the time it was been released from external administration on 23 November 2011. The financial report has been prepared by Directors who were not in office at the time the Company entered voluntary administration or for the full periods presented in this report. The Directors who prepared this financial report were appointed on 23 November 2011 as part of the recapitalisation proposal approved by the Company’s creditors and shareholders.

As a result, the financial information relating to the 30 June 2012 financial report was not subject to the same accounting and internal controls processes, which includes the implementation and maintenance of internal controls, that are relevant to the preparation and fair presentation of the financial report. Furthermore, it has not been possible for the Directors to obtain all of the books and records of the Company for the period up to 23 November 2011, being the date that the DoCA effectuated and control of the Company was passed over to the Directors. Whilst the books and records of the Company have been reconstructed to the maximum extent possible, the Directors are unable to satisfy themselves as to the completeness of the general ledger and financial records as well as the relevant disclosures in the financial report for the year ended 30 June 2012.

Consequently, the Directors are of the opinion that it is not possible to state that this financial report has been prepared in accordance with Australian Accounting Standards including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001, because of the possible effect of this matter on the comparability of the current year’s figures and the corresponding figures.

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Hugh Warner Director 30 August 2012

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PLD CORPORATION LIMITED (formerly Portland Orthopaedics Limited) ABN 92 086 839 992

STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2012

Revenue from continuing operations Expenses (Loss)/profit from continuing operations Profit from discontinued operations Profit before income tax expense Income tax expense Profit for the year Other comprehensive income Total comprehensive income for the period Basic earnings/(loss) per share (cents) - Continuing operations - Discontinued operations Diluted (loss) / earnings per share (cents) - Continuing operations - Discontinued operations	Note 1 2 3(b)	2012 $ 2011 $
		24,579 5,560 (389,886) (30)
		(365,307) 5,530 4,261,348 -
		3,896,041 5,530 - -
		3,896,041 5,530
		- -
		3,896,041 5,530
		(0.26) 0.002 3.05 -
		2.79 0.002
		(0.22) 0.002 2.58 -
		2.36 0.002

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PLD CORPORATION LIMITED (formerly Portland Orthopaedics Limited) ABN 92 086 839 992

STATEMENT OF FINANCIAL POSITION As at 30 June 2012

Current assets Cash and cash equivalents Trade and other receivables Prepayments Total current assets Non-current assets Intangible assets Total non-current assets Total assets Current liabilities Trade and other payables Short term borrowings Total current liabilities Total liabilities Net Assets / (Liabilities) Equity Contributed equity Option premium reserve Accumulated losses Total Equity / (Deficiency)	Notes 4	2012 $ 2011 $
		961,993 9,055 29,279 - 9,000 -
		1,000,272 9,055
		50,000 50,000
		50,000 50,000
		1,050,272 59,055
		72,285 2,688,224 - 2,212,089
		72,285 4,900,313
		72,285 4,900,313
		977,987 (4,841,258)
		33,789,136 31,867,432 1,500 - (32,812,649) (36,708,690)
		977,987 (4,841,258)

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PLD CORPORATION LIMITED (formerly Portland Orthopaedics Limited) ABN 92 086 839 992

STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2012

Balance at 1stJuly 2010 Profit for the year Other comprehensive income Total comprehensive income/(expense) Balance at 30 June 2011 Balance at 1stJuly 2011 Profit for the year Other comprehensive income Total comprehensive income/(expense) Contributions of equity Share issue costs Balance at 30 June 2012	Issued capital Option Premium Reserve Accumulated losses Total $ $ $ $
	31,867,432 - (36,714,220) (4,846,788) - - 5,530 5,530 - - - -
	- - 5,530 5,530
	31,867,432 - (36,708,690) (4,841,258)
	31,867,432 - (36,708,690) (4,841,258) - - 3,896,041 3,896,041 - - - -
	- - 3,896,041 3,896,041
	2,000,000 1,500 - 2,001,500 (78,296) - - (78,296)
	33,789,136 1,500 (32,812,649) 977,987

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PLD CORPORATION LIMITED (formerly Portland Orthopaedics Limited) ABN 92 086 839 992

STATEMENT OF CASH FLOWS For the year ended 30 June 2012

Cash flows from operating activities Payments to suppliers and employees Interest received Other revenue Net cash provided by/(used in) operating activities Cash flows from investing activities Net cash provided by financing activities Cash flows from financing activities Net proceeds from issue of shares Repayment of short term borrowings Net cash provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year	Company
	2012 $ 2011 $
	(361,653) (30) 21,387 - - 5,560
	(340,266) 5,530
	- -
	1,923,204 - (630,000) -
	1,293,204 -
	952,938 5,530 9,055 3,525
	961,993 9,055

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PLD CORPORATION LIMITED (formerly Portland Orthopaedics Limited) ABN 92 086 839 992

NOTES

1. Revenue

1. Revenue
Other revenue Interest earned Total revenue 2. Expenses Accounting & audit ASIC ASX Company Secretarial fees Consultants Director fees Insurance Legal fees Rent and office costs Salaries and on costs Share registry fees Other Total Expenses	Company
	2012 $ 2011 $ - 5,560 24,579 -
	24,579 5,560
	Company
	2012 $ 2011 $ 66,863 - 5,169 - 14,227 - 27,744 - 5,000 - 115,000 - 17,234 - 60,000 - 14,000 - 29,167 - 21,587 - 13,895 30
	389,886 30

3. Discontinued operations

(a) Details of operations disposed

On 2nd December 2008, the Company went into voluntary administration and entered into receivership on 5th December 2008 and operations were suspended. The Administrators sought expressions of interest from third parties in either acquiring the assets of the Company or reconstructing and recapitalising the Company.

As part of this process, the creditors approved the Administrators entering into a Deed of Company Arrangement (DoCA) on 15 April 2009 (which was varied on 5 July 2011), pursuant to which the Deed Administrator was authorised, among other things, to investigate the restructure of the Company’s capital with a view to re-instating the Company’s Shares to quotation on the ASX for the benefit of creditors and Shareholders.

The Company’s creditors subsequently agreed with a proposal presented by a syndicate headed by Pager Partners for the restructure and recapitalisation of the Company. This proposal was approved by Shareholders on 23 November 2011 and was successfully completed on 6 February 2012.

At or subsequent to completion, the following occurred:

• 1) The syndicate headed by Pager Partners paid $630,000 to the Deed Administrator;

• 2) The Deed Administrator satisfied creditors’ claims under the Creditors Trust Deed, with all other liabilities and obligations of the Company being comprised under the DoCA;

• 3) The Company confirmed the retention of the Company’s existing business assets (unencumbered); and

• 4) The DoCA terminated.

(b) Financial performance of operations disposed

(b) Financial performance of operations disposed
Carrying value of Net Liabilities transferred to Creditors Trust Net proceeds received from transfer to Creditors Trust Net result for the year Net gain on transfer of Net Liabilities to Creditors Trust	Company
	2012 $ 2011 $ 4,261,348 - - - - -
	4,261,348 -

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PLD CORPORATION LIMITED (formerly Portland Orthopaedics Limited) ABN 92 086 839 992

NOTES

3. Discontinued operations (continued)

(c) Assets and liabilities of discontinued operations

(c) Assets and liabilities of discontinued operations
Trade and other payables Short term borrowings Net liabilities attributed to discontinued operations (d) Cash flows used in discontinued operations Net cash used in operating activities Net cash from investing activities Net cash from financing activities Net cash flows for the year (e) Net cash out flow from disposal Consideration received, satisfied in cash Cash and cash equivalents disposed of Net cash outflow 4. Trade and other payables Trade, other payables and accruals Superannuation PAYG Withholding tax	Company
	2012 $ 2011 $ (2,049,259) - (2,212,089) -
	(4,261,348) -
	(9,055) - - - - -
	(9,055) -
	- - - -
	- -
	Company
	2012 $ 2011 $ 32,068 2,688,224 8,188 - 32,029 -
	72,285 2,688,224

The prior year trade and other payables have been satisfied by the Deed Administrator via the Creditors Trust Deed.

5. Contributed equity

(a) Issued share capital

Ordinary shares fully paid (b) Movement in ordinary share capital Date Details 01/07/2010 Opening balance Issued during the year 30/06/2011 Balance at the end of the year Date Details 01/07/2011 Opening balance 06/12/2011 Share Consolidation 1:10 06/02/2012 Placement 06/02/2012 Issue Share Issue Costs 30/06/2012 Balance at the end of the year	Company 2012 Shares 2011 Shares 314,297,641 242,975,503 Number of shares Issue price $ 242,975,503 31,867,432 - - 242,975,503 31,867,432 Number of shares Issue price $ 242,975,503 31,867,432 (218,677,862) 120,000,000 $0.0025 300,000 170,000,000 $0.01 1,700,000 (78,296) 314,297,641 33,789,136	Company	Company
		2012 Shares 314,297,641	2011 Shares 242,975,503
			$ 31,867,432 -
			31,867,432
			$ 31,867,432 300,000 1,700,000 (78,296)
			33,789,136

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands or on a poll every holder of ordinary shares present at a meeting in person or by proxy is entitled to one vote.

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PLD CORPORATION LIMITED (formerly Portland Orthopaedics Limited) ABN 92 086 839 992

NOTES

6. Options, reserves and accumulated losses

(a) Option at the end of the year	2012 2012 Options $ 61,834,852 1,500	2011 2011 Options $ 18,348,517 -

• (b) Movement in options

Date Details 01/07/2010 Opening balance Issued during the year 30/06/2011 Balance at the end of the Date Details 01/07/2011 Opening balance 06/12/2011 Consolidation 1:10 06/02/2012 Issue 30/06/2012 Balance at the end of the (c) Option Premium Reserve Movement in reserve Balance at beginning of the year Options issued (d) Share Based Payments Reserve Movement in reserve Balance at beginning of the year Consolidation 1:10	Number of options Fair value/ ssue Price 18,348,517 - year 18,348,517 Number of options Fair value/ ssue Price 18,348,517 (16,513,665) 60,000,000 0.0025 cents year 61,834,852 2012 2012 2011 Options $ Options - - - 60,000,000 1,500 -	$ - -
		-
		$ - 1,500
		1,500
		2011 $ - -
	60,000,000 1,500 -	-
	2012 2012 2011 Options $ Options 18,348,517 - 18,348,517 (16,513,665) - -	2011 $ - -
	1,834,852 - 18,348,517	-

At the 30 June 2012 the company had 1,834,852 (30 June 2011 – 18,348,517) options over ordinary shares under issue. The options had various exercise prices and expiry dates no later than 10 years from date of issue.

Nature and Purpose of Reserves

The option premium reserve arises pursuant to an issue of options pursuant to a capital raising.

The share based payments reserve arises pursuant to an issue of shares or options as consideration for a service or an acquisition transaction.

(e) Accumulated losses Movements in accumulated losses were as follows: Balance at the beginning of the year Profit for the year Balance at the end of the year		Company
		2012 $ 2011 $ (36,708,690) (36,714,220) 3,896,041 5,530
		(32,812,649) (36,708,690)

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