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ASARA RESOURCES LIMITED — Annual Report 2016
Sep 4, 2016
64427_rns_2016-09-04_9aa552f2-6ab4-460c-84c9-2a32da8f91c3.pdf
Annual Report
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Golden Rim Resources Ltd ABN 39 006 710 774
Annual Report For the Year Ended 30 June 2016
Golden Rim Resources Ltd
Table of Contents
| Table of Contents | |
|---|---|
| Corporate Directory | 3 |
| Chairman’s Report | 4 |
| Review of Operations | 5 |
| Directors’ Report | 16 |
| Corporate Governance Statement | 22 |
| Remuneration Report | 22 |
| Auditor’s Independence Declaration | 27 |
| Consolidated Statement of Profit or Loss and Other Comprehensive Income | 28 |
| Consolidated Statement of Financial Position | 29 |
| Consolidated Statement of Changes in Equity | 30 |
| Consolidated Statement of Cash Flows | 31 |
| Notes to the Financial Statements | 32 |
| Directors’ Declaration | 56 |
| Independent Audit Report to the Members | 57 |
| Additional Shareholder Information | 59 |
Terms used in this Annual Report
| ASX | Australian Securities Exchange |
|---|---|
| Board | Board of Directors of Golden Rim |
| Company | Golden Rim Resources Ltd |
| Golden Rim | Golden Rim Resources Ltd |
| Group | Golden Rim and the entities that it controls |
| Reporting period | 1 July 2015 to 30 June 2016 |
Golden Rim Resources Ltd
Corporate Directory
Directors Rick Crabb BJuris(Hons); LLB; MBA; FAICD Non Executive Chairman Craig Mackay BApp. Sc-App.Geol; BSc(Hons); MSc; MAusIMM; MAICD Managing Director Glenister Lamont BEng-Min(Hon); MBA; FAICD; FAusIMM; FFIN Non Executive Director Company Secretary Hayley Butcher BFA; MScL; ACIS; ACSA; GAICD Registered Office Office 7, Level 2, 609 Canterbury Road and Business Address Surrey Hills VIC 3127 AUSTRALIA T: + 61 3 9836 4146 E: [email protected] W: goldenrim.com.au Share Registry Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 AUSTRALIA T: + 61 1300 554 474 W: linkmarketservices.com.au Home Exchange Australian Securities Exchange Limited Home Branch - Perth ASX Code GMR Auditors Deloitte Touche Tohmatsu Tower 2, Brookfield Place 123 St Georges Terrace Perth WA 6000 AUSTRALIA
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Golden Rim Resources Ltd
Chairman’s Report
Dear Fellow Shareholders
The sale of the Company’s Balogo Project in West Africa in 2015 placed Golden Rim in a comparatively unique position as a junior explorer in the difficult market conditions experienced during the 2016 financial year. The resulting strong cash position enabled the Company to consider other opportunities that had become available due to the market downturn.
The extensive search and review work undertaken by management to identify a suitable project, culminated in the announcement, on 10 May 2016, that the Company had executed an agreement with Herencia Resources plc ( Herencia ) to acquire Herencia’s 70% in the Paguanta zinc-silver-lead project in northern Chile. Paguanta is in a well-developed mining district in a country with low sovereign risk; hosts inferred, indicated and measured resources of zinc, lead and silver; and has potential for resource upgrade leading to mine development. As an advanced project it offers shareholders much lower risk than grassroots exploration and potential for cash flow within a foreseeable time frame.
Importantly, the Board’s expectation of improved prices for the targeted commodities, and thus rationale for the purchase, has been shown to be correct. Moreover, the Company’s sound financial position enables it to commence a substantial drilling program on Paguanta.
The 2017 financial year will see increased exploration and evaluation activity at Paguanta, targeting both an upgrade in the size and grade of the resources. The Company will also be building in-country skills and understanding with a view to undertaking a more detailed feasibility study for mine development.
I wish to thank management who have diligently worked toward delivering our goals. I particularly thank our Managing Director, Craig Mackay, who has worked and travelled tirelessly to identify a suitable project and negotiate the Paguanta deal.
Thank you also to those many shareholders who have stuck with us through this, at times, difficult journey. I feel confident that the broader market will become more aware of the potential of Paguanta, leading to share price improvement. The support of you all is very much appreciated.
Yours faithfully
GOLDEN RIM RESOURCES LTD
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RICK CRABB Chairman
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Golden Rim Resources Ltd
Review of Operations
Paguanta Project
On 10 May 2016 Golden Rim announced that it had executed an agreement with Herencia Resources plc ( Herencia ) to acquire all the issued shares in Herencia’s wholly owned subsidiary Paguanta Resources (Chile) SA ( PRC ). PRC holds 70% of the shares in Compania Minera Paguanta S.A. ( CMP ) which holds mineral concessions at the Paguanta zinc-silver-lead project in northern Chile (Figure 1).
Paguanta is located in the Tarapacá Region of northern Chile, approximately 195km northeast of Iquique and 30km west of the Chile-Bolivia border. Paguanta is situated approximately 40km northeast of BHP Billiton’s Cerro Colorado Mine, which has a Mineral Resource of 400Mt @ 0.62% copper for 5.5Blb of copper and annual copper cathode production of approximately 175Mlb.
Mineral Resources
The Patricia Prospect at Paguanta hosts Inferred, Indicated and Measured Mineral Resources of 4.4Mt at 3.7% zinc, 1.4% lead, 84 g/t silver and 0.2 g/t gold at 2% zinc cutoff and 0.6Mt at 93 g/t silver and 1.4% lead at 40 g/t silver cut-off (Tables 1 & 2, Figure 2, Photo 1).
| Table 1: JORC (2004) Mineral Resource estimate September 2012-Patricia zinc veins | Table 1: JORC (2004) Mineral Resource estimate September 2012-Patricia zinc veins | Table 1: JORC (2004) Mineral Resource estimate September 2012-Patricia zinc veins | Table 1: JORC (2004) Mineral Resource estimate September 2012-Patricia zinc veins | Table 1: JORC (2004) Mineral Resource estimate September 2012-Patricia zinc veins | Table 1: JORC (2004) Mineral Resource estimate September 2012-Patricia zinc veins | Table 1: JORC (2004) Mineral Resource estimate September 2012-Patricia zinc veins |
|---|---|---|---|---|---|---|
| Cut-off Grade (Zinc) |
Category | Tonnes (in situ) (Mt) |
Zinc (%) |
Lead (%) |
Silver (g/t) |
Gold (g/t) |
| 1% | Measured | 0.6 | 5.0 | 1.8 | 98 | 0.2 |
| Indicated | 3.5 | 3.2 | 1.1 | 70 | 0.2 | |
| Inferred | 1.7 | 2.7 | 1.0 | 67 | 0.2 | |
| **Total ** | 5.8 | 3.2 | 1.2 | 72 | 0.2 | |
| 2% | Measured | 0.5 | 5.9 | 2.1 | 115 | 0.2 |
| Indicated | 2.6 | 3.7 | 1.3 | 81 | 0.2 | |
| Inferred | 1.3 | 3.1 | 1.2 | 80 | 0.2 | |
| **Total ** | 4.4 | 3.7 | 1.4 | **84 ** | 0.2 | |
| 3% | Measured | 0.3 | 8.1 | 2.8 | 153 | 0.3 |
| Indicated | 1.1 | 5.6 | 1.9 | 116 | 0.2 | |
| Inferred | 0.5 | 4.2 | 1.6 | 127 | 0.2 | |
| **Total ** | 1.8 | 5.6 | 2.0 | 125 | 0.2 | |
| 4% | Measured | 0.2 | 8.9 | 3.1 | 169 | 0.3 |
| Indicated | 0.7 | 6.9 | 2.2 | 131 | 0.3 | |
| Inferred | 0.1 | 6.2 | 1.8 | 111 | 0.4 | |
| **Total ** | 1.0 | 7.3 | 2.4 | **137 ** | 0.3 |
Notes:
1. This information was prepared by Golder Associates in 2012 and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.
2. Golden Rim plans to conduct further drilling at Paguanta in the second Half of the calendar year 2016 and to update the Mineral Resource under JORC 2012 in the first quarter of the 2017 calendar year.
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Golden Rim Resources Ltd
Table 2: JORC (2004) Mineral Resource Estimate September 2012 - Patricia silver veins
| Cut-off Grade (Silver) |
Category | Tonnes (in situ) (Mt) |
Zinc (%) |
Lead (%) |
Silver (g/t) |
Gold (g/t) |
|---|---|---|---|---|---|---|
| 40g/t | Measured | - | - | - | - | - |
| Indicated | 0.1 | 0.8 | 0.9 | 64 | 0.1 | |
| Inferred | 0.4 | 0.6 | 1.6 | 101 | 0.2 | |
| **Total ** | 0.6 | 0.6 | 1.4 | 93 | 0.2 |
Notes:
1. This information was prepared by Golder Associates in 2012 and first disclosed under the JORC Code 2004. It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported.
2. Golden Rim plans to conduct further drilling at Paguanta in the second Half of the calendar year 2016 and to update the Mineral Resource under JORC 2012 in the first quarter of the 2017 calendar year.
Past expenditure on the project is approximately US$31.5m (approximately A$42m). Work completed on the project includes more than 40,000m of drilling (predominantly diamond drilling) and the majority of a feasibility study.
Golden Rim’s due diligence on Paguanta revealed that coherent higher grade mineralisation predominantly associated with a hydrothermal breccia in the Cathedral Vein at Patricia is likely to be the Company’s focus for a future mine development (Photos 2 & 3).
At a 3% zinc cut-off, there is a higher grade Inferred, Indicated and Measured Mineral Resource at Patricia of 1.8Mt at 5.6% zinc, 2.0% lead, 125 g/t silver and 0.2 g/t gold or 1.8Mt at 9.8% zinc equivalent (ZnEq). The zinc equivalent calculations details are set out below.
The higher grade mineralisation is mainly associated with the Cathedral Vein and is open at depth and along strike.
Exploration Target
Mining Plus Pty Ltd ( Mining Plus ) was contracted by Golden Rim to estimate an initial Exploration Target in accordance with JORC (2012), for the potential strike and depth extensions to the higher grade mineralisation at Patricia (Table 3, Figure 3).
The Exploration Target represents potential polymetallic endowment in addition to the defined Mineral Resource for the Patricia deposit.
Table 3. Patricia Exploration Target Estimation
| Tonnage Range (Mt) |
Tonnage Range (Mt) |
Zinc Grade Range (%) |
Zinc Grade Range (%) |
Lead Grade Range (%) |
Lead Grade Range (%) |
Silver Grade Range (g/t) |
Silver Grade Range (g/t) |
Gold Grade Range (g/t) |
Gold Grade Range (g/t) |
|---|---|---|---|---|---|---|---|---|---|
| 80% | 120% | 80% | 120% | 80% | 120% | 80% | 120% | 80% | 120% |
| 4.5 | 6.8 | 4.5 | 6.7 | 1.5 | 2.3 | 100 | 150 | 0.16 | 0.24 |
| Notes: |
1. Cautionary Statement: The potential quantity (tonnage) and grade of the Exploration Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of Mineral Resources .
2. Mining Plus created an indicative mineralisation model to identify the potential location and size of the immediate strike and dip extensions to the current mineralised system
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Golden Rim Resources Ltd
utilising Leapfrog Geo implicit modelling software to create solids at a 3% cut-off grade and a maximum vein width of 5m.
3. The Exploration Target was based on drilling data, surface geochemical data and a 3D model of Induced Polarisation (IP) chargeability data. The surface geochemical data (1,930 samples) and IP geophysical data (survey by Zonge, Chile, 2012) were utilised to support the continuity of mineralisation in areas where drilling was more sparse.
4. A total of 28 RC drill holes (3,626m) and 11 diamond drill holes (1,338m) were used to prepare the Exploration Target. The holes are generally drilled on lines spaced from 20m – 250m apart, with spacing along the lines ranging from 30m – 200m. The holes used for the Exploration Target are depicted on Figure 4.
5. A base for the Exploration Target was set at 3250mRL – 200m below the base of the current drilling. The Exploration Target extends along strike for 250m from the easternmost drill hole.
6. The Exploration Target was calculated using a SG of 3.2 g/cm3
Transaction Details
Subsequent to the end of the reporting period, the acquisition was finalised for a price of US$1.49m cash. In addition to the cash consideration, Golden Rim will issue US$0.8m in fully paid ordinary shares to Herencia at a deemed issue price equal to the 20 day volume weighted average price (VWAP), in the event a decision to mine at Paguanta.
The consideration under the transaction is payable in instalments and to date Golden Rim has paid US$1,027,000 (including two deposits previously paid). Prior to the next instalment of US$413,000, all outstanding creditors in PRC and CMP are required to be paid. A final amount of US$50,000 is payable within 3 months. Any unknown costs previously incurred that become evident during this period will be deducted from this amount.
Chilean exporters may recover the value added tax ( VAT ) paid with respect to their exports. Under certain circumstances, exporters may claim VAT credits in advance before exports are completed or the VAT has been incurred. CMP has received such VAT credits in advance of approximately £1.5 million. It is expected that upon export, the VAT credit received will be applied to reduce this advanced VAT credit over time. The Company further notes that if CMP does not carry out the exports as approved, such amounts of VAT credits claimed in advanced must be paid back to the tax authorities.
Decision to Focus on South America
The sale of the Company’s Balogo Project in West Africa in 2015 placed the Company in a comparatively unique position as a junior explorer in the difficult market conditions experienced during the year. The sale provided the Company with a strong cash position enabling it to consider other opportunities that had become available due to the market downturn.
During the reporting period, Golden Rim received cash funds of US$3 million from the MNG Group of companies ( MNG ) as final payment for the acquisition of the Balogo Project. The Company was approached by MNG to consider a renegotiation of the remaining consideration for the sale of the Balogo Project. The renegotiation resulted in an agreement to bring forward all sale proceeds.
Given the political uncertainty and associated security issues experienced in Burkina Faso from late 2015 to early 2016, the Company suspended work in in Burkina Faso and decided to look for opportunities elsewhere. Subsequently, the Company identified the Paguanta project and decided to shift its focus to South America.
Golden Rim retains its interest in the Korongou, Yako and Sebba projects, in Burkina Faso.
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Golden Rim Resources Ltd
Korongou Project, Burkina Faso
The Korongou Project covers part of the highly prospective Lower Proterozoic Birimian Samira Hill greenstone belt in Burkina Faso and traversed by a significant NE-trending fault splay which is connected to the major Markoye Fault system. This fault system controls a number of major gold deposits in Burkina Faso, including Kiaka (5.9 Moz gold), Bomboré (5.2 Moz gold) and Essakane (6.2 Moz gold). The mineralised fault system extends into western Niger where the 2 Moz Samira Hill is located.
Exploration Target
At the beginning of the reporting period, an Exploration Target was calculated for gold mineralisation identified within the Guitorga North, Guitorga South, MCA/MCB Pits and Diabouga areas.
The initial Exploration Target for Korongou, detailed in Table 4, is estimated in a range of 7,954,000 to 9,722,000 tonnes grading from approximately 1.8 to 2.2 g/t gold and containing approximately 500,000 to 611,000 ounces of gold.
Table 4. Korongou Exploration Target Estimation
Exploration Target Area |
Tonnage Range |
Tonnage Range |
Gold Grade Range (g/t) |
Gold Grade Range (g/t) |
Gold Range |
Ounces |
|---|---|---|---|---|---|---|
| 90% | 110% | 90% | 110% | 90% | 110% | |
| Guitorga North | 2,924,000 | 3,573,000 | 1.9 | 2.4 | 201,000 | 246,000 |
| Guitorga South | 3,643,000 | 4,452,000 | 1.4 | 1.7 | 178,000 | 219,000 |
| MCA/MCB Pits | 719,000 | 879,000 | 1.8 | 2.2 | 47,000 | 57,000 |
| Diabouga | 669,000 | 818,000 | 3.0 | 3.7 | 73,000 | 89,000 |
| TOTAL | 7,954,000 | 9,722,000 | 1.8 | 2.2 | 500,000 | 611,000 |
Notes:
1. Cautionary Statement: The potential quantity (tonnage) and grade of the Exploration Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of Mineral Resources.
2. The Exploration Target was estimated using the following parameters: 0.5 g/t gold cutoff grade; maximum of 100m strike extent from drill holes (where the continuity of the mineralisation is supported by mapping, the location of artisanal workings or anomalous auger results); maximum of 70m vertical extent below surface for the Guitorga North, Guitorga South and Diabouga areas; maximum of 120m vertical extent below surface for the MCA/MCB Pits area; minimum downhole intercept width of 2m; and SG of 2.5.
2. A total of 94 RC drill holes were used to prepare the Exploration Target. The holes are generally drilled on lines spaced from 40m – 100m apart, with spacing along the lines ranging from 40m – 50m.
The Company has agreed to enter into an unincorporated joint venture for the Korongou Project with MNG.
Babonga and Yako Projects, Burkina Faso
Golden Rim has agreed to sell the Babonga and Yako projects to MNG.
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Golden Rim Resources Ltd
Mali Project (Sepola)
No field work was completed on the projects in Mali during the year. Golden Rim has continued its divestment activity for the Sepola Project and continues to actively discuss divestment opportunities.
Corporate
During the reporting period the Company moved its registered office to Surrey Hills, Victoria.
The Company has also provided a short term loan of A$150,000 to a third party to secure a period of exclusivity in which to review a potential investment. The loan is subject to interest at the rate of 10% per annum and was repayable 9 June 2016. The Company has agreed to extend the period of repayment by a further 12 months.
Mineral Resource Statement
During the reporting period, no work was carried out on the Company’s mineral resources and therefore there has been no material change to any mineral resource.
The Company has no Mineral Resource as at 30 June 2015.
Governance and Internal Controls
Given the size of the Company and the internal expertise available to it, the Company does not calculate its own estimates of mineral resources. It engages reputable, suitably qualified external party to review the Company’s data and determine an estimate of mineral resources. All data is collected and recorded in accordance with JORC requirements. There has been no external audit or review of the Company’s techniques or data.
Zinc Equivalent (ZnEq) Calculation Details
-
Metal prices quoted on Kitco.com on 14 July 2016 were utilised in the ZnEq calculation and included the following: Zn = US$0.98/lb; Pb = US$0.85/lb; Ag = US$20.36/oz and Au = US$1344/oz).
-
Non-optimised metallurgical recoveries were derived from testwork as part of the feasibility study at Paguanta and include 82%, 80% and 90% for Zn, Pb and Ag respectively. For Au a 90% recovery has been assumed, which Golden Rim believes is a reasonable average for an epithermal style of deposit.
-
It is Golden Rim’s opinion that all elements included in the metal equivalent calculation have a reasonable potential to be recovered and sold.
-
The ZnEq calculation formula is as follows: ZnEq = (Zn% x 0.82) + (Pb% x 0.80 x 0.87) + (Au% x 0.90 x 19,996) + (Ag% x 0.90 x 302).
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Golden Rim Resources Ltd
Mining Tenements Schedule
The Company’s mining tenements held (on a consolidated basis) as at 30 June 2016 are set out below.
| Tenement name | Project name | Golden Rim Holding (%) |
Golden Rim’s potential equity (%) |
|---|---|---|---|
| Mali | |||
| Kolumba North | Sepola | 90 | 90 |
| Gourbassi East | Sepola | 90 | 90 |
| Kenibandi East | Sepola | 100 | 100 |
| Burkina Faso | |||
| Babonga | Babonga | 100 | 100 |
| Zanna | Yako | 100 | 100 |
| Korongou | Korongou | 0 | 90 |
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Figure 1. Location of Paguanta, Chile
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Golden Rim Resources Ltd
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Figure 2. Plan view of the Patricia Veins and selected significant drilling intercepts
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Figure 3. Current Mineral Resource Model block (green-yellow). The orange shape represents the extent of the Exploration Target ( Cautionary Statement: The potential quantity (tonnage) and grade of the Exploration Target is conceptual in nature. There has been insufficient exploration to estimate a Mineral Resource and it is uncertain if further exploration will result in the estimation of Mineral Resources ).
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Golden Rim Resources Ltd
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Figure 4. Drill hole collar locations at Patricia. Holes with green collars were used to calculate the Exploration Target.
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Photo 1. General overview of the Patricia Prospect at Paguanta. Fully equipped camp for 30 personnel in the foreground. Drill pads for drilling predominantly into the Cathedral Vein are visible on the hillside.
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Golden Rim Resources Ltd
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Photo 2: Drill core from Hole PTDD101 with hydrothermal breccia from the Cathedral Vein. This metre interval (119 – 120m) assayed 7.4% zinc, 14.6% lead, 631 g/t silver and 0.5 g/t gold.
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Golden Rim Resources Ltd
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Photo 3: Outcropping Cathedral Vein zinc-silver-lead mineralisation associated with hydrothermal breccia and surrounding stockwork veining.
Competent Persons Statement
The information in this report relating to previous results and Exploration Targets at Korongou is extracted from the announcements Guitorga Gold Anomaly at Korongou Extended dated 29 January 2015; Large New Gold Anomalies Outlined at Korongou dated 15 January 2015; Guitorga Gold Anomaly at Korongou Exceeds 3.5km dated 12 February 2015; Quarterly Activities & Cash Flow Report dated 28 April 2015; and Guitorga Delivers Significant Drilling Results dated 11 May 2015; Initial Exploration Target Defined for Korongou dated 16 July 2015 has been reported in accordance with the 2012 edition of the JORC Code. These announcements are available on the Company’s website (www.goldenrim.com.au). The Company confirms that it is not aware of any new information or data that materially affects the information included in these announcements.
The information in this report that relates to previous Mineral Resource estimates, historical Metallurgical test work and historical drilling at Paguanta is extracted from the announcement Golden Rim to Acquire Advanced Base Metals Project in Chile dated 10 May 2016. Golden Rim continues to report exploration results as defined under the 2004 edition of the JORC Code where those results were initially reported prior to the 2012 edition of the JORC Code. Those exploration results have not been reported to comply with the 2012 edition of the JORC Code on the basis that the information has not materially changed since it was initially compiled.
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Golden Rim Resources Ltd
The information in this release that relates to the estimation of the Exploration Target at Paguanta has been compiled by Mr. Richard Buerger BSc (Hons). Mr. Buerger is a full-time employee of Mining Plus Pty Ltd and has acted as an independent consultant during the estimation of the Exploration Target for the Paguanta Deposit. Mr. Buerger is a Member of the Australian Institute of Geoscientists and has sufficient experience with the style of mineralisation, deposit type under consideration and to the activities undertaken to qualify as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (The JORC Code). Mr. Buerger consents to the inclusion in this report of the contained technical information relating to the estimation of the Exploration Target in the form and context in which it appears.
Forward Looking Statements
Certain statements in this document are or maybe “forward-looking statements” and represent Golden Rim’s intentions, projections, expectations or beliefs concerning among other things, future exploration activities. The projections, estimates and beliefs contained in such forward looking statements necessarily involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Golden Rim, and which may cause Golden Rim’s actual performance in future periods to differ materially from any express or implied estimates or projections. Nothing in this document is a promise or representation as to the future. Statements or assumptions in this document as to future matters may prove to be incorrect and differences may be material. Golden Rim does not make any representation or warranty as to the accuracy of such statements or assumptions.
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Golden Rim Resources Ltd
Directors’ Report
The directors present their report on the consolidated entity consisting of Golden Rim and the entities it controlled at the end of or during the year ended 30 June 2016.
Directors
The following persons were directors of Golden Rim during or since the end of the reporting period and up to the date of this Directors’ Report:
Rick Crabb Craig Mackay Glenister Lamont.
Principal Activities
The principal activities of the consolidated entity during the course of the reporting period were mineral exploration and investment. There were no significant changes in the nature of those activities during the reporting period.
Operating Results
During the reporting period the consolidated entity incurred an loss after tax of $274,423 (2015 profit: $3,148,146), after mineral exploration and evaluation expenditure of $765,387 (2015: $3,504,097).
Dividends
No dividends have been paid or declared since the end of the previous financial year and no dividend is recommended in respect of this financial year.
Subsequent Events
Since the end of the reporting period, except as stated elsewhere in this Annual Report and below, there has not been any matter or circumstance occurring subsequent to the end of the reporting period that has significantly affected, or may significantly affect the operations of the consolidated entity, or the state of affairs of the consolidated entity in future financial years.
On 28 July 2016, the Company announced that it had finalised the transaction with Herencia Resources plc ( Herencia ) to acquire all the issued shares in Herencia’s wholly owned subsidiary Paguanta Resources (Chile) SA ( PRC ). PRC holds 70% of the shares in Compania Minera Paguanta S.A. ( CMP ) which holds mineral concessions at the Paguanta zinc-silver-lead project in northern Chile.
The final acquisition price for Paguanta is US$1.49m cash. In addition to the cash consideration, Golden Rim will issue US$0.8m in fully paid ordinary shares ( Shares ) to Herencia at a deemed issue price equal to the 20 day volume weighted average price (VWAP), in the event of a decision to mine at Paguanta.
The consideration under the transaction is payable in instalments and to date Golden Rim has paid US$1,027,000 (including two deposits previously paid). Prior to the next instalment of US$413,000, all outstanding creditors in PRC and CMP are required to be paid. A final
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Golden Rim Resources Ltd
amount of US$50,000 is payable within 3 months. Any unknown costs previously incurred that become evident during this period will be deducted from this amount.
Chilean exporters may recover the value added tax ( VAT ) paid with respect to their exports. Under certain circumstances, exporters may claim VAT credits in advance before exports are completed or the VAT has been incurred. CMP has received such VAT credits in advance of approximately £1.5 million. It is expected that upon export, the VAT credit received will be applied to reduce this advanced VAT credit over time. The Company further notes that if CMP does not carry out the exports as approved, such amounts of VAT credits claimed in advanced must be paid back to the tax authorities.
Future Developments
Details of important developments occurring in this reporting period have been covered in the Review of Operations. As the outcome of exploration and subsequent development is uncertain, it is impossible to determine the effect on the results of the consolidated entity’s operations. Exploration activities on existing projects are expected to be funded for the next reporting period from current funds and/or additional capital. However, existing projects that progress beyond exploration may require additional capital.
Further information on future developments in the operations of the consolidated entity and the expected results of operations have not been included in this Annual Report, as the directors believe it is likely to result in unreasonable prejudice to the consolidated entity.
Review of Operations
The Review of Operations has been disclosed separately in this Annual Report.
Significant Changes in the State of Affairs
In the opinion of the directors, there were no significant changes in the state of affairs of the consolidated entity that occurred during the reporting period except as stated elsewhere in this Annual Report.
Corporate Information
Golden Rim is a public listed company incorporated and domiciled in Australia. Golden Rim has prepared a consolidated financial report incorporating the entities that it controlled during the reporting period. Set out below is Golden Rim’s relationship to its controlled entities.
| Golden Rim SAR Exploration SARL | 90% owned controlled entity |
|---|---|
| Golden Rim MaliSA | 100% owned controlled entity |
| Golden Rim Resources Burkina SARL | 100% owned controlled entity |
| TalphaBurkina SARL | 100% owned controlled entity |
| GoldenRim Resources Cote d’Ivoire SARL | 100% owned controlled entity |
| Golden Rim Resources ChilePtyLtd | 100% owned controlled entity |
Golden Rim Resources Cote d’Ivoire SARL and Talpha Burkina SARL were de-registered on 10 August 2015 and 6 November 2015 respectively.
Golden Rim Resources Chile Pty Ltd was incorporated on 14 June 2016.
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Golden Rim Resources Ltd
Additionally, Golden Rim has a 35% interest in an alliance company, Royal Falcon Mining LLC ( Royal Falcon ). For the purposes of this Annual Report, Royal Falcon is treated as a joint venture and the Group’s interest in this company has been accounted for using the equity method.
Information on Directors
Details of the directors of the Company in office at any time during or since the end of the reporting period are:
Rick Crabb BJuris(Hons); LLB; MBA; FAICD Non Executive Chairman
Experience and Expertise
Rick Crabb holds degrees of Bachelor of Jurisprudence (Honours), Bachelor of Laws and Master of Business Administration from the University of Western Australia. He practiced as a solicitor from 1980 to 2004 specialising in mining, corporate and commercial law. He has advised on all legal aspects including financing, marketing, government agreements and construction contracts for many resource development projects in Australia and Africa. Mr Crabb now focuses on his public company directorships and investments. He has been involved as a director and strategic shareholder in a number of successful public companies. Mr Crabb is a Councillor on the Western Australian Division of the Australian Institute of Company Directors. Mr Crabb has been a director of Golden Rim since 22 August 2001.
Other Directorships
During the reporting period, Mr Crabb was a director of the following other public listed companies:
Paladin Resources Ltd (appointed 8 February 1994)
Platypus Minerals Limited (appointed 1 September 1999, resigned 16 October 2015)
Otto Energy Limited (appointed 19 November 2004, resigned 25 November 2015)
Mr Crabb has not held any other directorships in public listed companies during the last 3 years.
Special Responsibilities
Mr Crabb is the non executive chairman of the Board and a member of the Board’s Audit Committee. He also chairs the Board’s Remuneration Committee.
Interests in Shares and Options
Mr Crabb and his associates hold directly and indirectly the following securities in the capital of the Company at the date of this Directors’ Report:
Fully paid ordinary shares 39,726,384
Page | 18
Golden Rim Resources Ltd
Craig Mackay BApp.Sc-App.Geol; BSc(Hons); MSc; MAusIMM; MAICD Managing Director
Experience and Expertise
Craig Mackay is a geologist with 29 years’ experience and holds a Bachelor of Applied Science – Applied Geology, Bachelor of Science (Honours) and Master of Science degrees. He is also a Member of the Australian Institute of Mining and Metallurgy and the Australian Institute of Company Directors. Mr Mackay has held positions with a number of major resource companies, including Shell, Acacia Resources Ltd and AngloGold Ashanti Ltd. Mr Mackay has been a director of Golden Rim since 8 October 2004 and Managing Director since 19 February 2007.
Other Directorships
Mr Mackay does not hold any other directorships in public listed companies and he has not held any such directorships during the last 3 years.
Special Responsibilities
Mr Mackay is the Managing Director of Golden Rim.
Interests in Shares and Options
Mr Mackay and his associates hold directly and indirectly the following securities in the capital of the Company at the date of this Directors’ Report:
| Fully paid ordinary shares | 34,058,000 |
|---|---|
| ClassKOptions expiring27 November 2016 exercisable at 0.95 cents | 2,000,000 |
| Class L Options expiring 27 November 2017 exercisable at 1.45 cents | 3,000,000 |
Glenister Lamont BEng–Min(Hon); MBA; FAICD; FAusIMM; FFIN Non Executive Director
Experience and Expertise
Glenister Lamont has an Honours degree in Mining Engineering and a Masters of Business Administration from IMD, Switzerland. Mr Lamont is a Fellow of the Financial Services Institute of Australasia, a Fellow of the Australian Institute of Company Directors and a Member of the Australian Institute of Mining and Metallurgy. He has worked as an engineer and manager in gold, base metal and coal mines. Previously as General Manager for Ashton Mining Ltd, he led strategic planning and commercial implementation of business development. Before that, as an Executive Director at UBS, he undertook financial, technical and strategic evaluation of companies and participated in many corporate transactions. Mr Lamont is a professional non executive director and consultant on investor relations. Mr Lamont has been a director of Golden Rim since 17 July 2007.
Other Directorships
During the reporting period, Mr Lamont was a director of the following other public listed companies:
Page | 19
Golden Rim Resources Ltd
Strategic Energy Resources Ltd (appointed 11 December 2008, resigned October 2015)
Valence Industries Ltd (appointed 17 December 2008)
Mr Lamont has not held any other directorships in public listed companies during the last 3 years.
Special Responsibilities
Mr Lamont is a member of the Board’s Remuneration Committee. He is also a member of and chairs the Board’s Audit Committee.
Interests in Shares and Options
Mr Lamont and his associates hold directly and indirectly the following securities in the capital of the Company at the date of this Directors’ Report:
Fully paid ordinary shares 878,051
In relation to special responsibilities of the directors, due to the relative small size of the Company, all directors are generally involved in the decision making process of material matters affecting the Company.
Company Secretary
Hayley Butcher is a governance professional and Chartered Secretary, holding a Graduate Diploma in Applied Corporate Governance. She is responsible for the compliance of the Company including Corporations Law, ASX Listing Rules and other statutory requirements. She is also responsible for the corporate governance of the Company. Ms Butcher holds the degree of Masters of Science Leadership and is a graduate of the Australian Institute of Company Directors.
Meetings of Directors
The following table sets out the number of meetings held during the year ended 30 June 2016 by directors and Board committees, and the attendances.
| Board Meetings | Audit | Remuneration | Nomination | |
|---|---|---|---|---|
| Committee | Committee | Meetings | ||
| Meetings | Meetings | |||
| Number eligible to attend / attended | ||||
| R Crabb | 7/7 | 2/2 | 1/1 | 0 |
| C Mackay | 7/7 | 2/21 | 1/11 | 0 |
| G Lamont | 7/7 | 2/2 | 1/1 | 0 |
- Attendance by invitation.
Shares under Option
The unissued ordinary shares of Golden Rim under option at the date of this Directors’ Report are as follows:
- 2,150,000 unlisted ESOP options, expiring on 12 January 2017 with an exercise price of 14 cents each;
Page | 20
Golden Rim Resources Ltd
-
3,000,000 unlisted Class K options, expiring on 27 November 2016 with an exercise price of 0.95 cents each;
-
4,500,000 unlisted Class L options, expiring on 27 November 2017 with an exercise price of 1.45 cents each;
-
119,382,500 unlisted Class M options, expiring on 30 October 2017 with an exercise price of 1.65 cents each; and
-
14,325,900 unlisted Class N options, expiring on 2 November 2016 with an exercise price of 1.65 cents each.
No person entitled to exercise any of the options has any right, by virtue of the options, to participate in any share issue of any other body corporate.
The names of all persons who currently hold options, granted at any time, are entered in the register kept by the Company pursuant to section 216C of the Corporations Act 2001 and the register may be inspected free of charge.
Proceedings on Behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to 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 part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001 .
Environmental Regulation
The consolidated entity has assessed whether there are any particular or significant environmental regulations which apply. It has determined that the risk of non compliance is low, and has not identified any compliance breaches during the year.
Auditor’s Independence
A copy of the Auditor’s Independence Declaration, as required under section 307C of the Corporations Act 2001, is set out on page 27 of this Annual Report.
Non Audit Services
The Auditor has provided other non-audit services, including taxation advice.
The details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 17 to the financial statements. The directors are satisfied that the provision of non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 17 to the financial statements do not compromise the external auditor’s independence.
Insurance of Directors and Officers
During the reporting period, the Company paid a premium in respect of a contract insuring the Directors and the Company Secretary against a liability incurred to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits disclosure of the nature
Page | 21
Golden Rim Resources Ltd
of the liability and the amount of the premium. The Company has not otherwise, during or since the end of the reporting period, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.
Corporate Governance Statement
A copy of Golden Rim’s Corporate Governance Statement is available on its website at www.goldenrim.com.au, under the section marked “About Us”.
Remuneration Report (Audited)
This Remuneration Report which forms part of the Directors’ Report, sets out information about the remuneration of the directors and other senior management personnel of the Company.
Names and Positions of Key Management Personnel
Names and positions of key management personnel of the consolidated entity in office at any time during or since the end of the reporting period are as follows:
| Key Management Personnel | Position |
|---|---|
| R Crabb | Chairman, Non Executive Director |
| C Mackay | Managing Director |
| G Lamont | Director, Non Executive |
| H Butcher | Company Secretary |
Compensation Practices
Non executive directors’ fees include superannuation. The aggregate fees are fixed and approved by shareholders.
The Company does not have a bonus or incentive option scheme for the directors. The Company has an Employee Share Option Plan, in which the directors may participate. To date, any options granted by the Board to executives, do not have associated specific performance hurdles.
The Board also has a Remuneration Committee, details of which are contained in the Corporate Governance Statement.
Remuneration Policy
Remuneration of directors and senior executives is set by reference to payments made by other companies of similar size and industry, and by reference to the skills and experience of the directors and executives. Details of the nature and amount of remuneration of each director of the Company are disclosed annually in the Company's remuneration report in its annual report.
Non-executive directors
The Company's policy is to remunerate non-executive directors at a fixed fee for time, commitment and responsibilities. Remuneration for non-executive directors is not linked to individual performance. From time to time the Company may grant options to non-executive
Page | 22
Golden Rim Resources Ltd
directors. The grant of options is designed to attract and retain suitably qualified nonexecutive Directors.
The maximum aggregate amount of fees (including superannuation payments) that can be paid to non-executive directors is subject to approval by shareholders at General Meeting. To the extent that any non-executive directors participate in any equity-based remuneration schemes, they are prohibited from entering into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme.
Executive directors and senior executives
The Company's remuneration policy for executive directors and senior executives is designed to promote superior performance and long term commitment to the Company.
Executives receive a base remuneration, which is market related. Overall, the remuneration policy is subject to the discretion of the Board and can be altered to reflect the competitive market and business conditions, where it is in the best interests of the Company and shareholders, to do so.
The Board's reward policy is designed to retain appropriately qualified executive talent for the benefit of the Company. The main principles of the policy are:
-
reward reflects the competitive market in which the Company operates;
-
individual reward should be linked to performance criteria; and
-
executives should be rewarded for both financial and non-financial performance.
Directors' and senior executives' remuneration is reviewed by the board of directors, having regarding to various goals set. This remuneration and other terms of employment are commensurate with those offered within the exploration and mining industry.
Long term performance incentives may include options granted at the discretion of the Board and subject to the successful completion of performance hurdles.
Where the Company has any equity-based remuneration scheme, executive directors and other senior executives are prohibited from entering into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme.
Relationship between Remuneration of Key Management Personnel and Shareholder Wealth
During the Company’s new acquisition, exploration and development phases of its business, the Board anticipates that the Company will retain earnings (if any) and other cash resources for the exploration and development of its resource projects. Accordingly the Company does not currently have a policy with respect to the payment of dividends and returns of capital. Therefore there was no relationship between the Board’s policy for determining the nature and amount of remuneration of key management personnel, and dividends paid and returns of capital by the Company during the current and previous four financial years.
The Board does not determine, and there was no relationship between, the nature and amount of remuneration of key management personnel and changes in the price at which shares in the Company traded between the beginning and end of the current and the previous four financial years.
Page | 23
Golden Rim Resources Ltd
Key Management Personnel Compensation
Details of non-executive director fees as at 30 June 2016 are set out below.
| Non-ExecutiveDirector | Annual fee as at 30 June2016 |
|---|---|
| RickCrabb (Chairman) | $38,325including superannuation |
| Glenister Lamont | $38,325including superannuation |
Table 1: Remuneration of key management personnel for financial year ended 30 June 2016
| Name | Post Employment |
Share Based |
Total $ |
||||
|---|---|---|---|---|---|---|---|
| Short Term | |||||||
| Salary & fees $ |
|||||||
| Non | Tii | ||||||
| Cash |
Monetary | Super- | ermnaton Bfi |
||||
| Bonus $ |
benefits | annuation | enets $ |
Options $ |
|||
| $ | $ | ||||||
| RCrabb | 31,675 | - | - | 6,650 | - | - | 38,325 |
| CMackay | 259,692 | - | - | 19,308 | - | - | 279,000 |
| GLamont | 35,000 | - | - | 3,325 | - | - | 38,325 |
| H Butcher | 128,120 | - | - | 12,171 | - | - | 140,291 |
| **Total ** | **454,487 ** | - | - | **41,454 ** | - | - | 495,941 |
Table 2: Remuneration of key management personnel for financial year ended 30 June 2015
| Name | Post Employment |
Share Based |
Total $ |
||||
|---|---|---|---|---|---|---|---|
| Short Term | |||||||
| Salary & fees $ |
Cash Bonus $ |
Non | |||||
| Monetary | Super- | Termination | |||||
benefits |
annuation | Benefits | Options | ||||
| $ | $ | $ | $ |
||||
| RCrabb | 31,675 | - | - | 6,650 | - | - | 38,325 |
| CMackay | 260,217 | - | - | 18,783 | - | 13,228 | 292,228 |
| GLamont | 35,000 | - | - | 3,325 | - | - | 38,325 |
| GRodgers | 29,441 | - | - | 12,595 | 127,792 | - | 169,828 |
| M Pyle | 27,567 | - | - | 2,619 | - | - | 30,186 |
| H Butcher | 127,252 | 10,000 | - | 13,039 | - | 6,614 | 156,905 |
| **Total ** | **511,152 ** | 10,000 | - | 57,011 | **127,792 ** | 19,842 | **725,797 ** |
-
Resigned 1 July 2014
-
Appointed 18 July 2014, resigned 1 May 2015
Share options
As noted below, a number of key management personnel have received options of the ordinary shares in the Company which generally will only be of value should the value of the Company’s shares increase sufficiently to warrant exercising the options. Options provide a means of ensuring remuneration offered to key management personnel is competitive with market standards and/or practice while maintaining the Company’s cash reserves. The exercise price of the options is determined at the time of their issuance with consideration given to the Company’s underlying share price at the time of issue. The conversion price is usually higher than the price of the shares at the time.
No options were granted as compensation to key management personnel during the financial year ended 30 June 2016.
Page | 24
Golden Rim Resources Ltd
Table 3: Options granted to key management personnel as part of their remuneration that lapsed during the financial year ended 30 June 2016
| Name | Date on which the options were granted |
Number of options lapsed during the year |
|---|---|---|
| R Crabb | 22/11/10 | 3,000,000 |
| C Mackay | 22/11/10 | 5,000,000 |
| G Lamont | 22/11/10 | 1,500,000 |
| H Butcher | 22/11/10 | 1,500,000 |
Table 4: Options of key management personnel at 30 June 2016
| Name | Number Granted |
Grant Date |
Value per Option at Grant Date $ |
Exercise price per option $ |
Vesting Date |
Vested % |
Expiry Date |
Number of Options Vested |
|---|---|---|---|---|---|---|---|---|
| CMackay | 2,000,000 | 28/11/14 | 0.0025 | 0.0095 | 28/11/14 | 100 | 27/11/16 | 2,000,000 |
| 3,000,000 | 28/11/14 | 0.0027 | 0.0145 | 28/11/13 | 100 | 27/11/17 | 3,000,000 | |
| H Butcher | 500,000 | 13/01/12 | 0.0755 | 0.14 | 13/01/12 | 100 | 12/01/17 | 500,000 |
| 1,000,000 | 28/11/14 | 0.0025 | 0.0095 | 28/11/14 | 100 | 27/11/16 | 1,000,000 | |
| 1,500,000 | 28/11/14 | 0.0027 | 0.0145 | 28/11/13 | 100 | 27/11/17 | 1,500,000 |
Key management personnel equity holdings
Table 5: Shares of key management personnel for year ended 30 June 2016
| Name | At start of year Received during the year on the exercise of options Other changes during the year At end of year |
|---|---|
| R Crabb C Mackay G Lamont H Butcher Total |
37,726,384 - 2,000,000 39,726,384 6,858,000 - 27,200,000 34,058,000 878,051 - - 878,051 5,205,065 - 6,326,435 11,531,500 |
| 50,667,500 - 35,526,435 86,193,935 |
Table 6: Options of key management personnel for year ended 30 June 2016
Name |
At start of year Granted during year as remuneration Exercised during year Expired during year At end of year Vested and exercisable at end of year |
|---|---|
| R Crabb C Mackay G Lamont H Butcher Total |
3,000,000 - - 3,000,000 - - 10,000,000 - - 5,000,000 5,000,000 5,000,000 1,500,000 - - 1,500,000 - - 4,500,000 - - 1,500,000 3,000,000 3,000,000 |
| 19,000,000 - - 11,000,000 8,000,000 8,000,000 |
Service and Employment Agreements
On appointment to the Board, non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises Board policies and appointment terms, including compensation.
Details of the employment agreements between the Company and other key management personnel, as at 30 June 2016, are set out below.
Page | 25
Golden Rim Resources Ltd
| Name | Duration of contract | Period of notice under the contract |
Termination provision underthe contract1 |
|---|---|---|---|
| CraigMackay | Nofixed term | 6months | 6months |
| HayleyButcher | Nofixed term | 2 months | 2 months |
- In addition, statutory entitlements of accrued leave and superannuation benefits form part of termination provisions.
Signed 2 September 2016 for and on behalf of the Board in accordance with a resolution of the directors.
==> picture [95 x 66] intentionally omitted <==
Rick Crabb Chairman
Page | 26
Deloitte Touche Tohmatsu ABN 74 490 121 060
==> picture [148 x 28] intentionally omitted <==
Tower 2 Brookfield Place 123 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia
The Board of Directors Golden Rim Resources Ltd Level 2, 609 Canterbury Road Surrey Hills VIC 3127
Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au
2 September 2016
Dear Board Members
Golden Rim Resources Ltd
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Golden Rim Resources Ltd.
As lead audit partner for the audit of the financial statements of Golden Rim Resources Ltd for the financial year ended 30 June 2016, I declare that to the best of my knowledge and belief, there have been no contraventions of:
- (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
==> picture [272 x 46] intentionally omitted <==
DELOITTE TOUCHE TOHMATSU
John Sibenaler Partner Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu Limited
27
Golden Rim Resources Ltd
Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 30 June 2016
| Comprehensive Income For the Year Ended 30 June 2016 |
||
|---|---|---|
| Notes Interest income Other gains / losses 3 Administration expenses 4 Finance costs Depreciation expense 9 Impairment losses Exploration and evaluation expenditure Share of profit / (loss) of joint venture 8 Profit / (Loss) before tax Income tax 5 Profit / (Loss) for the year Other comprehensive income Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Reclassification adjustments relating to investments disposed of during the year Other comprehensive income for the year, net of income tax Total comprehensive income for the year Profit / (Loss) attributable to: Owners of the Company Non-controlling interests 20(c) Total comprehensive income attributable to: Owners of the Company Non-controlling interests 20(c) Earnings per share Basic (cents per share) 6 Diluted (cents per share) 6 |
Consolidated | |
| 2016 $ 31,647 1,671,385 (1,037,838) - (24,811) (150,000) (765,387) 581 |
2015 | |
| $ | ||
| 25,933 | ||
| 8,708,930 | ||
| (1,353,382) | ||
| (158,470) | ||
| (167,556) | ||
| - | ||
| (3,504,097) | ||
| (403,212) | ||
| (274,423) - |
3,148,146 | |
| - | ||
| (274,423) | ||
| 3,148,146 | ||
| 44,542 5,810 |
||
| (502) | ||
| 30,863 | ||
| 50,352 | 30,361 | |
| (224,071) | 3,178,507 | |
| (274,609) 186 |
||
| 3,156,399 | ||
| (8,253) | ||
| (274,423) | 3,148,146 | |
| (223,730) (341) |
||
| 3,186,639 | ||
| (8,132) | ||
| (224,071) | 3,178,507 | |
| (0.02) (0.02) |
||
| 0.25 | ||
| 0.25 |
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
Page | 28
Golden Rim Resources Ltd
Consolidated Statement of Financial Position As at 30 June 2016
| As at 30 June 2016 | ||
|---|---|---|
| Notes Current Assets Cash and cash equivalents 21(a) Trade and other receivables 7 Other assets Total Current Assets Non Current Assets Receivables 7 Investment in joint venture 8 Other financial assets Plant and equipment 9 Exploration expenditure 10 Total Non Current Assets Total Assets Current Liabilities Trade and other payables 11 Provisions 12 Total Current Liabilities Non Current Liabilities Provisions 12 Total Non-Current Liabilities Total Liabilities Net Assets Equity Share capital 13 Reserves 14 Accumulated losses Equity attributable to owners of the Company Non-controlling interests 20(c) Total Equity |
Consolidated | |
| 2016 $ 6,675,153 20,874 8,255 |
2015 $ |
|
| 4,846,453 | ||
| 12,205 | ||
| 46,041 | ||
| 6,704,282 | ||
| 4,904,699 | ||
| - - 30,426 69,437 2,000,229 |
||
| 2,471,783 | ||
| - | ||
| 57,291 | ||
| 146,329 | ||
| 1,637,052 | ||
| 2,100,092 | ||
| 4,312,455 | ||
| 8,804,374 | ||
| 9,217,154 | ||
| 114,549 58,727 |
||
| 333,340 | ||
| 40,393 | ||
| 173,276 | ||
| 373,733 | ||
| 61,215 | ||
| 49,467 | ||
| 61,215 | 49,467 | |
| 234,491 | ||
| 423,200 | ||
| 8,569,883 | ||
| 8,793,954 | ||
| 63,607,959 (516,854) (53,963,220) |
||
| 63,607,959 | ||
| 2,167,067 | ||
| (56,423,411) | ||
| 9,127,885 (558,002) |
9,351,615 | |
| (557,661) | ||
| 8,569,883 | ||
| 8,793,954 |
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Page | 29
Consolidated Statement of Changes in Equity
For the Year ended 30 June 2016
| Note | Share Capital $ Accumulated Losses $ Goodwill on Acquisition Reserve $ Option Reserve $ Foreign Currency Translation Reserve $ Asset Revaluation Reserve $ Non- controlling Interests $ Total Equity $ |
|---|---|
| Balance at 1 July 2014 Profit / (Loss) for the year Other comprehensive income for the year, net of income tax 14 Total comprehensive income for the year Issue of ordinary shares 13 - Placements - Conversion of loan Share issue costs 13 Issue of options Fair value of expired options transferred to accumulated losses 14 Balance at 30 June 2015 Profit / (Loss) for the year Other comprehensive income for the year, net of income tax 14 Total comprehensive income for the year Fair value of expired options transferred to accumulated losses 14 Balance at 30 June 2016 |
58,658,576 (60,112,779) (870,599) 3,430,094 90,390 (50,000) (549,529) 596,153 |
| - 3,156,399 - - - - (8,253) 3,148,146 - - - - (623) 30,863 121 30,361 |
|
| - 3,156,399 - - (623) 30,863 (8,132) 3,178,507 |
|
| 3,872,410 - - - - - - 3,872,410 1,650,000 - - - - - - 1,650,000 (573,027) - - - - - - (573,027) - - - 69,911 - - - 69,911 - 532,969 - (532,969) - - - - |
|
| 63,607,959 (56,423,411) (870,599) 2,967,036 89,767 (19,137) (557,661) 8,793,954 |
|
| - (274,609) - - - - 186 (274,423) - - - - 50,879 - (527) 50,352 |
|
| - (274,609) - - 50,879 - (341) (224,071) |
|
| - 2,734,800 - (2,734,800) - - - - |
|
| 63,607,959 (53,963,220) (870,599) 232,236 140,646 (19,137) (558,002) 8,569,883 |
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Golden Rim Resources Ltd
Consolidated Statement of Cash Flows For the Year Ended 30 June 2016
| Consolidated Statement of Cash Flows For the Year Ended 30 June 2016 |
|
|---|---|
| Notes Cash Flow From Operating Activities Payments to suppliers and employees Payments for exploration and evaluation Interest received Interest and borrowing costs paid Other receipts Net Cash Outflows From Operating Activities 21(b) Cash Flows from Investing Activities Acquisition of exploration interests Proceeds from sale of exploration interests Purchase of plant and equipment Proceeds from sale of plant and equipment Proceeds from sale of investments Loan to unrelated entity Contribution provided to joint venture Net Cash Inflows From Investing Activities Cash Flows From Financing Activities Proceeds from issue of equity instruments Share issue costs Proceeds from borrowings Repayment of borrowings Net Cash Inflows From Financing Activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Translation differences on cash held in foreign currencies Cash and cash equivalents at the end of the financial year 21(a) |
Consolidated |
| 2016 2015 $ $ (894,848) (1,344,845) (969,439) (3,257,095) 2,256 25,933 - (115,813) - 168,798 |
|
| (1,862,031) (4,523,022) |
|
| (308,275) (385,183) 3,949,092 5,908,722 (57,277) (3,988) 188,560 273,030 - 61,076 (150,000) - - (7,918) |
|
| 3,622,100 5,845,739 |
|
| - 3,872,410 - (522,958) - 1,250,000 - (2,600,000) |
|
| - 1,999,452 |
|
| 1,760,069 3,322,169 4,846,453 1,357,582 68,631 166,702 |
|
| 6,675,153 4,846,453 |
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Page | 31
Golden Rim Resources Ltd
Notes to the Financial Statements For the Year Ended 30 June 2016
1. Corporate Information
Golden Rim is a listed public company incorporated in Australia. The nature of the operations and principal activity of Golden Rim is mineral exploration focused on the discovery of significant gold resources.
2. Basis of Accounting
(a) Statement of Compliance
These financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards and Interpretations, and comply with other requirements of the law.
The financial statements comprise the consolidated financial statements of the Group. For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity. Accounting Standards include Australian Accounting Standards. Compliance with Australian Accounting Standards and Interpretations ensures that the financial statements and notes also comply with International Financial Reporting Standards.
The financial statements are prepared on an accruals basis and based on historical costs except for certain financial assets which have been measured at fair value. Cost is based on the fair values of consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.
Except as disclosed in notes 2(d) through to 2(g) the company’s accounting policies are set out within each note disclosure.
The financial statements for the year ended 30 June 2016 were authorised for issue in accordance with a resolution of the directors on 2 September 2016.
(b) Changes to accounting policies
(i) New and Amended Standards and Interpretations Adopted
None of the new standards and amendments to standards that are mandatory for the first time for the financial year beginning 1 July 2015 affected any of the amounts recognised in the reporting period or any prior period and are not likely to affect future periods.
(ii) Standards and Interpretations in issue not yet adopted
At the date of authorisation of the financial statements, the following Standards and Interpretations were in issue but not yet effective. The potential effect of these standards and interpretations on the Group’s financial statements has not yet been determined.
| Standard / Interpretation | Effective for annual reporting periods beginning onorafter |
Expected to be initially applied in the financialyearending |
|---|---|---|
| AASB 9 ‘Financial Instruments’, and the relevant amending standards |
1 January 2018 | 30 June 2019 |
| AASB 15 ‘Revenue from Contracts with Customers’, AASB 2014-5 ‘Amendments to Australian Accounting Standards arising from AASB 15’, AASB 2015-8 “Amendments to Australian Accounting Standards–Effective date of AASB 15’ |
1 January 2018 | 30 June 2019 |
| AASB 16‘Leases’ | 1 January 2019 | 30 June 2020 |
| AASB 1057 ‘Applicationof Australian Accounting | 1January2016 | 30 June2017 |
Page | 32
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2016
| Standard / Interpretation | Effective for annual reporting periods beginning onorafter |
Expected to be initially applied in the financialyearending |
|---|---|---|
| Standards’ and AASB 2015-9 ‘Amendments to Australian Accounting Standards – Scope and Application Paragraphs’ |
||
| AASB 2014-3 ‘Amendments to Australian Accounting Standards – Accounting for Acquisitions of InterestsinJoint Operations |
1 January 2016 | 30 June 2017 |
| AASB 2014-4 ‘Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of DepreciationandAmortisation’ |
1 January 2016 | 30 June 2017 |
| AASB 2014-9 ‘Amendments to Australian Accounting Standards – Equity Method in Separate FinancialStatements’ |
1 January 2016 | 30 June 2017 |
| AASB 2014-10 ‘Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture’, AASB 2015-10 ‘Amendments to Australian Accounting Standards – Effective Date of Amendments toASSB 10 andAASB 128’ |
1 January 2018 | 30 June 2019 |
| AASB 2015-2 ‘Amendments to Australian Accounting Standards’ – Disclosure Initiative: Amendments toAASB 101’ |
1 January 2016 | 30 June 2017 |
| AASB 2016-1 ‘Amendments to Australian Accounting Standards – Recognition of Deferred Tax AssetsforUnrealisedLosses’ |
1 January 2017 | 30 June 2018 |
| AASB 2016-2 ‘Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments toAASB 107’ |
1 January 2017 | 30 June 2018 |
(c) Going Concern
The consolidated financial statements have been prepared on the going concern basis which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.
During the reporting period, the Group incurred a net loss after tax of $274,423 (2015: profit after tax - $3,148,146) and had net cash inflows from operating and investing activities of $1,760,069 (2015 - $1,322,717). At 30 June 2016 the Company has net assets of $8,569,883 (2015 - $8,793,954) and net current assets of $6,531,006 (2015 - $4,530,966).
Based on the cash flow forecasts prepared by the directors and other factors referred to above, the directors are satisfied that the going concern basis of preparation is appropriate.
(d) Foreign Currency Translation
(i) Functional and presentation currency
The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements are presented in Australian dollars which is the functional currency of the Company and the presentation currency for the consolidated financial statements.
The functional currency of the subsidiaries, Golden Rim SAR Exploration SARL; Golden Rim Mali SA; Golden Rim Resources Burkina SARL; Talpha Burkina SARL and Golden Rim Resources Cote d’Ivoire, is CFA Franc.
Page | 33
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
(ii) Transaction 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 costs 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.
(iii) 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 exchange rates prevailing at the reporting date.
-
Income and expenses are translated at average exchange rates for the reporting period.
-
Equity transactions are translated at exchange rates prevailing at the dates of the transaction.
Exchange differences arising on translation of foreign operations are recognised in other comprehensive income and accumulated in the Group’s foreign currency translation reserve. These differences are recognised in the income statement in the period in which the operation is disposed.
(e) Impairment of Assets
At each reporting date, the Group reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. 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 for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case, the impairment loss is treated as a revaluation decrease.
When an impairment loss subsequently reverses, the carrying amount of the asset (or cashgenerating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
(f) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST is not recoverable from the Australian Taxation 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 statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
Page | 34
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2016
(g) Comparative Figures
When required by the Standards, comparative figures are adjusted to conform to changes in presentation for the current financial year.
3. Other Gains / Losses
| Gain on sale of exploration interests Gain on sale of plant and equipment Loss on sale of available for sale investments Foreign exchange gains / (losses) Government grant – R&D tax incentive |
Consolidated |
|---|---|
| 2016 $ 2015 $ 1,327,004 8,302,589 75,819 42,711 - (651) 268,562 195,483 - 168,798 |
|
| 1,671,385 8,708,930 |
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.
Gains or losses arising from the sale of assets are recognised at the later of the date on which all conditions of sale are met and the risks and rewards of ownership have been transferred.
4. Expenses
| Administration expenses comprise: Directors’ fees Employee benefits expenses Defined contribution superannuation expense Share based payments Other employee benefit expenses Investor relations expense Other administration expenses |
Consolidated |
|---|---|
| 2016 $ 2015 $ 76,650 106,836 55,655 66,893 - 19,842 685,458 817,038 55,120 104,676 164,955 238,097 |
|
| 1,037,838 1,353,382 |
5. Income Tax
| Numerical reconciliation of income tax expense to prima facie tax payable: Profit / (Loss) before income tax expense Income tax benefit calculated at 30% (2015: 30%) Effect of amounts which are not deductible/(taxable) in calculating taxable income Share issue costs |
Consolidated |
|---|---|
| 2016 $ 2015 $ (274,423) 3,148,146 |
|
| (82,327) 944,444 - (171,908) |
Page | 35
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
| R&D costs less tax incentive Other expenses Movement in temporary differences not recognised Effect of tax losses for which no deferred tax asset has been recognised Income tax expense Unrecognised temporary differences Deferred Tax Asset (30%) Loans (provisions) Investments (provisions) Capital raising costs Other Carry forward tax losses |
Consolidated | Consolidated |
|---|---|---|
| 2016 $ - 666 |
2015 $ |
|
| 61,892 | ||
| 6,901 | ||
| (81,661) 31,908 49,753 |
841,329 | |
| 135,106 | ||
| (976,435) | ||
| - | - | |
| 1,370,575 75,302 299,900 21,845 15,420,195 |
||
| 1,331,123 | ||
| 75,302 | ||
| 289,306 | ||
| 39,983 | ||
| 15,370,442 | ||
| 17,187,817 | 17,106,156 |
No income tax is payable by the Company. The consolidated entity has un-recouped Australian income tax losses comprising revenue losses of approximately $26.7 million (2015 - $25.4 million), foreign losses of approximately $22.2 million (2015 - $23.5 million) and capital losses of approximately $2.5 million (2015 - $2.3 million).
Such benefits have not been recognised and will only be obtained if:
-
(a) the consolidated entity derives future assessable income of a nature and an amount sufficient to enable the benefit from the deductions for the loss to be realised;
-
(b) the losses are transferred to an eligible entity in the consolidated entity;
-
(c) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation; and
-
(d) no changes in taxation legislation adversely affect the economic entity in realising the benefit from the deductions for the losses.
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable income for the reporting period. Taxable income differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense that are assessable or deductible in other periods and items that are never assessable or deductible.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable income. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that assessable income will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither taxable income nor accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences
Page | 36
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2016
associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient assessable income against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient assessable income will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the period
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity, respectively. Where current or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
6. Earnings per Share
Basic and diluted earnings per share Weighted average number of shares outstanding during the year used in the calculation of basic loss per share |
2016 2015 |
|---|---|
| Cents Cents |
|
| (0.02) 0.25 1,438,520,000 1,250,350,832 |
(i) Basic earnings per share
Basic earnings per share is determined by dividing net profit/loss 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.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking 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.
The profit or loss attributable to the owners of the Company has been used in the calculation of basic loss per share.
As detailed in note 14(a) the Company had on issue 143,358,400 (2015: 163,258,400) unlisted options to subscribe for fully paid ordinary shares exercisable between 0.95 cents and 14 cents each at any time on or before the expiry dates. As the exercise price of these options at balance date was greater than the market price of the shares, it is considered the options are unlikely to be exercised and consequently have not been considered dilutive. None of the options have been included in the determination of basic and diluted earnings per share.
Page | 37
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
7. Trade and Other Receivables
| Current GST refundable Other receivables Non-Current Other receivables |
Consolidated | Consolidated |
|---|---|---|
| 2016 $ 20,874 - |
2015 $ |
|
| 11,544 | ||
| 661 | ||
| 20,874 | 12,205 | |
| - | ||
| 2,471,783 |
The non-current receivable at 30 June 2015 represented an amount of USD 2 million which was receivable as part of the consideration for the sale of the Balogo Project.
A loan of $150,000 advanced during the year to an unrelated party was considered impaired and fully provided for at 30 June 2016.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non-current assets.
8. Investment in Joint Venture
Details of the Group's material joint ventures at the end of the reporting period are detailed below. The entity listed below is engaged in the exploration for minerals and has share capital consisting solely of ordinary shares, which are held directly by the Group.
| Name of entity | Place of business/ | Ownership interest/ |
Ownership interest/ |
Ownership interest/ |
Nature of | Measurement |
|---|---|---|---|---|---|---|
| country of | Voting | rights held by | relationship | method | ||
| incorporation | the group | |||||
| 2016 | 2015 | |||||
| Royal Falcon Mining | ||||||
| LLC JointVenture | AbuDhabi | 35% | 35% | JointVenture | Equitymethod |
(a) Summarised financial information for associates and joint ventures
Summarised financial information for the joint ventures that are material to the Group are set out below. The information disclosed represents amounts presented in the financial statements of the joint venture prepared in accordance with AASBs (adjusted by the Group for equity accounting purposes).
| Summarised Financial position Current assets Cash and cash equivalents Trade and other receivables Total assets Non-Current Liabilities Loans from shareholders Total liabilities Net liabilities |
Royal Falcon Joint Venture |
|---|---|
| 2016 2015 $ $ - 570 118,382 118,393 |
|
| 118,382 118,963 |
|
| 5,516,181 5,516,762 |
|
| 5,516,181 5,516,762 |
|
| (5,397,799) (5,397,799) |
Page | 38
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2016
| Reconciliation to carrying amounts: Opening net liabilities Profit / (Loss) for the period Closing net liabilities Group’s share of net assets (35%) Golden Rim shareholder loan Written off - at beginning of year - in current year Carrying amount Summarised Financial Performance Office and administration expenses Exploration expenditure written off Loss for the year Group’s share of loss (35%) Carrying value written off Share of profit / (loss) of joint venture |
Royal Falcon JointVenture |
Royal Falcon JointVenture |
|---|---|---|
| (5,397,799) - |
||
| (5,402,031) | ||
| 4,232 | ||
| (5,397,799) | (5,397,799) | |
| (1,889,230) 2,293,342 |
||
| (1,889,230) | ||
| 2,293,923 | ||
| 404,112 (404,693) 581 |
404,693 | |
| -) | ||
| (404,693) | ||
| - | - | |
| - - |
||
| (2) | ||
| 4,234 | ||
| - | 4,232 | |
| - 581 |
1,481 | |
| (404,693) | ||
| 581 | (403,212) |
Under AASB 11 ‘Joint Arrangements’, investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor has, rather than the legal structure of the joint arrangement. Golden Rim has assessed the nature of its current joint arrangements and has determined that it is a joint venture.
Interests in joint ventures are accounted for using the equity method. Under this method, the interests are initially recognised in the consolidated balance sheet at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition results and movements in other comprehensive income in profit or loss and other comprehensive income respectively.
When the Group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint ventures), the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.
Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary, to ensure consistency with the policies adopted by the Group.
9. Plant and Equipment
Office equipment, at cost Less: accumulated depreciation Motor vehicles, at cost Less: accumulated depreciation Field equipment, at cost Less: accumulated depreciation |
Consolidated |
|---|---|
| 2016 $ 2015 $ 266,694 369,332 (197,257) (311,961) |
|
| 69,437 57,371 |
|
| - 314,403 - (280,913) |
|
| - 33,490 |
|
| - 153,503 - (98,035) |
|
| - 55,468 |
|
| 69,437 146,329 |
Page | 39
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
Reconciliations of the carrying amounts of each class of plant and equipment at the beginning and end of the reporting period are set out below.
| Office Equipment Motor Vehicles Field Equipment Total |
|
|---|---|
| Carrying amount at 30 June 2014 Additions Disposals Depreciation Foreign exchange movement Carrying amount at 30 June 2015 Additions Disposals Depreciation Foreign exchange movement Carrying amount at 30 June 2016 |
$ $ $ $ |
| 97,328 93,583 351,959 542,870 |
|
| 3,988 - - 3,988 (1,796) - (228,524) (230,320) (42,232) (61,177) (64,147) (167,556) 83 1,084 (3,820) (2,653) |
|
| 57,371 33,490 55,468 146,329 57,277 - - 57,277 (25,947) (31,882) (54,912) (112,741) (19,985) (3,417) (1,409) (24,811) 721 1,809 853 3,383 |
|
| 69,437 - - 69,437 |
Each class of plant and equipment is carried at cost, less, where applicable, any accumulated depreciation and impairment losses.
Depreciation is recognised so as to write off the cost or valuation of plant and equipment less their residual values over their useful lives, using either the straight line basis or diminishing value method, commencing from the time the assets are held ready for use. The depreciation rates used for plant and equipment vary between 10% and 40%. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
The carrying values of plant and equipment are tested for impairment in accordance with the policy in note 2(e) when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from an asset’s employment and subsequent disposal. The expected net cash flows are discounted to their present values in determining recoverable amounts. An asset’s carrying amount is written down immediately to its recoverable amount, if the asset’s carrying value is greater than its estimated recoverable amount.
An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Gains and losses on disposals, being the difference between the sale proceeds and the carrying amount of the asset are recognised in profit or loss.
10. Exploration Expenditure
| 10. Exploration Expenditure |
|
|---|---|
Acquisition costs brought forward Acquisition costs incurred during the year Foreign exchange movement Acquisition costs of exploration interests sold Acquisition costs written off during the year Acquisition costs carried forward |
Consolidated |
| 2016 $ 2015 $ 1,637,052 1,520,006 308,275 385,183 54,902 (4,323) - (77,916) - (185,898) |
|
| 2,000,229 1,637,052 |
The acquisition costs incurred during the year related to the first two instalments of the purchase consideration for the Paguanta Project in Chile (note 25).
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
Page | 40
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2016
-
(i) the rights to tenure of the area of interest are current; and
-
(ii) at least one of the following conditions is also met:
-
(a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
-
(b) exploration and evaluation 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.
Exploration and evaluation assets are initially measured at cost and include the acquisition of permits / licenses that provide the right to explore. All other exploration and evaluation expenditure including studies, exploratory drilling, trenching and sampling and associated activities is expensed as incurred.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (or the cashgenerating unit(s) to which it has been allocated, being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.
Where a decision is made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified.
The ultimate recoupment of acquisition costs carried forward is dependent upon successful development and commercial exploitation, sale or farm out of the respective areas. The carrying values are based upon the Group’s assumption that the exploration licences will be renewed when required, subject to the Group meeting agreed budgets and work programs. No impairment indicators have been identified by management and the exploration program continues on each area of interest.
The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. These include prospectivity of an area of interest and economic and political environments. If an impairment trigger exists, the recoverable amount of the asset is determined.
There is some subjectivity involved in the carrying forward as capitalised or writing off to the income statement exploration and evaluation expenditure, however management give due consideration to areas of interest on a regular basis and are confident that decisions to either write off or carry forward such expenditure reflect fairly the prevailing situation
Exploration Commitments
The Group has the following expenditure commitments in respect of exploration interests, subject to the right to withdraw at any time.
| Not later than one year Later than one year, but not later than 5 years |
Consolidated |
|---|---|
| 2016 $ 2015 $ 197,281 38,509 201,924 49,741 |
|
| 399,205 88,250 |
Page | 41
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
11. Trade and Other Payables
| 11. Trade and Other Payables |
|
|---|---|
Trade creditors Interest payable Accrued expenses Other creditors |
Consolidated |
| 2016 $ 2015 $ 68,634 286,566 - - 27,300 24,675 18,615 22,099 |
|
| 114,549 333,340 |
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
12. Provisions
| Current Employee entitlements – annual leave Non Current Employee entitlements – long service leave |
Consolidated | Consolidated |
|---|---|---|
| 2016 $ 58,727 |
2015 $ |
|
| 40,393 | ||
| 61,215 | ||
| 49,467 |
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.
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on costs. 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.
13. Issued Capital
Issued Capital Fully paid ordinary shares 1,438,520,000 (2015: 1,438,520,000) |
Consolidated |
|---|---|
| 2016 $ 2015 $ 63,607,959 63,607,959 |
Movements in ordinary share capital of the Company during the past 2 years were as follows:
| 30/06/2014 Opening Balance 09/07/2014 Aurora loan conversion (note 21(c)) 28/07/2014 Placement 31/10/2014 Placement 26/03/2015 Placement Cost of share issues 30/06/2015 30/06/2016 |
Number of Shares Cents $ |
|---|---|
| 827,106,887 58,658,576 206,250,000 0.8 1,650,000 24,414,329 0.8 195,315 238,765,000 1.1 2,626,415 141,983,784 0.074 1,050,680 (573,027) |
|
| 1,438,520,000 63,607,959 |
|
| 1,438,520,000 63,607,959 |
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 every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Page | 42
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2016
14. Reserves
| 4. Reserves |
|
|---|---|
| Options Reserve (a) Goodwill on Acquisition Reserve (b) Foreign Currency Translation Reserve (c) Asset Revaluation Reserve (d) |
Consolidated |
| 2016 2015 $ $ 232,236 2,967,036 (870,599) (870,599) 140,646 89,767 (19,137) (19,137) |
|
| (516,854) 2,167,067 |
(a) Option Reserve
The Company had the following options on issue:
| Option series | No. of options 2016 No. of options 2015 Exercise price (cents) Expiry date |
|---|---|
| Class G Class H ESOP ESOP Class K Class L Class M Class N |
- 1,000,000 21.00 10/07/2015 - 15,000,000 29.00 21/11/2015 - 3,900,000 29.00 21/11/2015 2,150,000 2,150,000 14.00 12/01/2017 3,000,000 3,000,000 0.95 27/11/2016 4,500,000 4,500,000 1.45 27/11/2017 119,382,500 119,382,500 1.65 30/10/2017 14,325,900 14,325,900 1.65 02/11/2016 143,358,400 163,258,400 |
Movements in the number of options and the Option Reserve in the past two years were as follows:
| 01/07/2014 Opening Balance Options issued during year 30/10/2014 Class M 03/11/2014 Class N 28/11/2014 Class K 28/11/2014 Class L Options expired during year 30/10/2014 Class E 22/11/2014 Class F 20/02/2015 Class J 30/06//2015 Class I 30/06/2015 Options expired during year 10/07/2015 Class G 21/11//2015 Class H 21/11//2015 ESOP 30/06/2016 |
Number of Options Fair value cents |
$ |
|---|---|---|
| 96,016,667 119,382,500 (i) 14,325,900 0.3495 3,000.000 0.2540 4,500,000 0.2716 141,208,400 (600,000) (7,000,000) (16,366,667) (50,000,000) (73,966,667) 163,258,400 (1,000,000) (15,000,000) (3,900,000) (19,900,000) 143,358,400 |
3,430,094 | |
- 50,069 7,620 12,222 |
||
| 69,911 | ||
| (58,747) (474,222) - - |
||
| (532,969) | ||
| 2,967,036 | ||
| (144,000) (2,115,000) (475,800) |
||
| (2,734,800) | ||
| 232,236 |
The option reserve relates to the fair value of options granted by the Company. The fair values of options are transferred to share capital on exercise or to accumulated losses on expiry.
The Class K, L and N options were issued in the previous year as share based payments (note 15).
(i) No fair value has been attributed to the free attaching Class M options which were issued on 30 October 2014 pursuant to the placement of 238,765,000 fully paid ordinary shares in the Company respectively as the issue price of the shares represented their fair market value.
Page | 43
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
(b) Goodwill on Acquisition Reserve
| Goodwill on acquisition arising from the increase in shareholding in Golden Rim SAR Exploration SARL (c) Foreign Currency Translation Reserve |
Consolidated |
|---|---|
| 2016 $ 2015 $ |
|
| (870,599) (870,599) |
|
| At beginning of year Foreign currency gain / (loss) for year Translation reserves reclassified to profit or loss |
Consolidated |
|---|---|
| 2016 $ 2015 $ 89,767 90,390 45,069 (623) 5,810 - |
|
| 140,646 89,767 |
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to Australian dollars are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal of the foreign operation.
(d) Asset Revaluation Reserve
| At beginning of year Reclassification adjustments relating to investments disposed of during the year |
Consolidated |
|---|---|
| 2016 $ 2015 $ (19,137) (50,000) - 30,863 |
|
| (19,137) (19,137) |
The asset revaluation reserve represents the cumulative gains and losses arising on the revaluation of available-for-sale financial assets that have been recognised in other comprehensive income, net of amounts reclassified to profit or loss when those assets have been disposed of or are determined to be impaired.
15. Share Based Payments
Equity-settled share-based payments to directors, employees and other providing service providers are measured at the fair value of the equity instruments at the grant date.
The value of these option payments are based on reasonable estimates using a recognised option pricing model.
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Trinomial or Black Scholes option pricing model, with appropriate assumptions. The accounting estimates and assumptions relating to equity-settled transactions would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative
Page | 44
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2016
expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
The Golden Rim Resources Ltd Employee Share Option Plan ( ESOP ), first approved by shareholders at the Company’s annual general meeting on 22 November 2010, is designed to provide incentives to the employees and directors of the Company and to recognise their contribution to the Company's success. The directors consider that the incentives provided by a grant of options are a cost effective and efficient means for the Company to provide incentives as opposed to alternative forms of incentives such as cash bonuses or increased remuneration.
Each employee share option converts into one ordinary share in the Company on exercise. Unless the Board determines otherwise, no amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. The options may be exercised at any time from the date of vesting to the date of their expiry.
The options granted under the ESOP are offered to employees and directors on the basis of the Board’s view of the contribution of the person to the company.
In terms of ASX Listing Rules, securities issued under an employee incentive scheme which has been approved by shareholders within three years of the date of issue, are issued as an exception to a company’s 15% placement capacity under the rules. The ESOP was again approved by shareholders at the annual general meeting on 22 November 2013.
The Company also issues, from time to time, share options to directors, employees and consultants either under the 15% placement capacity or with the prior approval of shareholders.
The following share based payment arrangements were in existence during the current and prior reporting periods:
| Option series | Grant date |
Grant date fair | Exercise price | Expiry date | Number of |
|---|---|---|---|---|---|
| value (cents) | (cents) | options | |||
| Class E | 06/10/2009 | 13.39 | 21.00 | 5/10/2014 | 600,000 |
| Class F | 23/11/2009 | 11.29 | 27.00 | 22/11/2014 | 7,000,000 |
| Class G | 22/11/2010 | 14.40 | 21.00 | 10/07/2015 | 1,000,000 |
| Class H | 22/11/2010 | 14.10 | 29.00 | 21/11/2015 | 15,000,000 |
| ESOP | 22/11/2010 | 12.20 | 29.00 | 21/11/2015 | 3,900,000 |
| ESOP | 13/01/2012 | 7.55 | 14.00 | 12/01/2017 | 2,150,000 |
| Class N | 03/11/2014 | 0.35 | 1.65 | 02/11/2016 | 14,325,900 |
| Class K | 28/11/2014 | 0.25 | 0.95 | 27/11/2016 | 3,000.000 |
| Class L | 28/11/2014 | 0.27 | 1.45 | 27/11/2017 | 4,500,000 |
All share options were fully vested on the grant date and there has been no alteration to the terms and conditions of the above share based payment arrangements since the grant date.
Movement, in the current and prior year, in the number and weighted average exercise price (WAEP) of share options issued as share based payments were as follows:
| Outstanding at the beginning of the year Granted during the year Expired during the year Outstanding at the end of the year |
2016 2015 |
|---|---|
| Number WAEPCents Number WAEPCents |
|
| 43,875,900 27.01 29,650,000 27.01 - - 21,825,900 1.51 (19,900,000) (28.60) (7,600,000) (26.53) |
|
| 23,975,900 2.63 43,875,900 14.41 |
The weighted average remaining contractual life of outstanding options issued as share based payments as at 30 June 2016 is 0.57 years (2015: 1.03 years).
No share options were granted as share based payments during the current financial year.
Page | 45
Notes to the Financial Statements for the Year Ended 30 June 2016
Golden Rim Resources Ltd
16. Key Management Personnel Disclosure
Names and positions of key management personnel of the Company and the Group in office at any time during the reporting period were:
| Name | Position |
|---|---|
| R Crabb | Chairman, Non Executive |
| C Mackay | Director, Managing Director |
| G Lamont | Director, Non Executive |
| H Butcher | Company Secretary |
Compensation for Key Management Personnel
Short-term employee benefits Post-employment benefits Termination benefits Share based payments |
Consolidated |
|---|---|
| 2016 $ 2015 $ 454,487 521,152 41,454 57,011 - 127,792 - 19,842 |
|
| 495,941 725,797 |
Other Transactions with Directors
During the previous financial year, Mr R Crabb and his private company guaranteed and secured a short term loan of $1,250,000 to the Company. The loan was repaid during the previous financial year. Mr Crabb (and his related parties) did not receive any fees.
The spouse of Mr Mackay is employed by the Company on a casual basis and earned a gross remuneration of $30,178 (2015: $8,268) during the year.
All transactions between related parties are on normal commercial terms and conditions and are conducted on an arms’ length basis.
17. Remuneration of Auditors – Deloitte Touche Tohmatsu
| Audit or review of the financial statements Non audit services (taxation and other advice) |
Consolidated |
|---|---|
| 2016 $ 2015 $ 38,985 42,000 - 26,586 |
|
| 38,985 68,586 |
18. Related Parties
Directors and Key Management Personnel
Disclosures relating to directors and key management personnel are set out in the Directors’ Report and note 16.
Subsidiaries
The Group consists of Golden Rim and its subsidiaries detailed in note 20. Transactions between Golden Rim and its subsidiaries during the year ended 30 June 2016 consisted of loans on an interest free basis with no fixed term or specific repayment arrangements. No amounts were included in the determination of operating loss before tax of the parent entity that resulted from transactions with its subsidiaries except for a reduction in provision for doubtful debts of $3,936,502 (2015: $2,737,891) in relation to these loans.
Aggregate amounts receivable from subsidiaries in the Group at balance date were as follows:
Page | 46
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2016
| Non-current receivables Provision for doubtful debts 19. Parent Entity Disclosures Financial Position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net assets / (liabilities) Equity Issued capital Reserves Option reserve Asset revaluation reserve Accumulated losses Total equity / (deficit) Financial Performance Profit / (Loss) for the year Other comprehensive income Total comprehensive Income |
Parent Entity | Parent Entity |
|---|---|---|
2016 $ 2015 $ 21,554,989 25,733,315 (21,554,989) (25,733,315) |
||
| - - |
||
| Parent Entity | ||
2016 $ 6,700,118 407,340 |
2015 $ |
|
| 4,669,878 | ||
| 125,708 | ||
| 7,107,458 | 4,795,586 | |
| 172,690 61,215 |
||
| 205,968 | ||
| 49,467 | ||
| 233,905 | 255,435 | |
| 6,873,553 | ||
| 4,540,151 | ||
| 63,607,959 232,236 (19,137) (56,947,505) |
||
| 63,607,959 | ||
| 2,967,036 | ||
| (19,137) | ||
| (62,015,707) | ||
| 6,873,553 | ||
| 4,540,151 | ||
| Parent Entity | ||
2016 $ 2015 $ 2,333,402 862,432 - 30,863 |
||
| 2,333,402 893,295 |
In 2015 and 2016 the parent entity did not enter into any guarantees in relation to the debts of its subsidiaries, enter into any commitments for the acquisition of property, plant and equipment or have any contingent liabilities.
20. Subsidiaries and transactions with Non-Controlling Interests
- (a) Interest in subsidiaries
Page | 47
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
| Name of Subsidiary Country of Incorporation Golden Rim Chile Pty Ltd Australia Golden Rim SAR Exploration SARL Mali Golden Rim Mali SA Mali Golden Rim Resources Burkina SARL Burkina Faso Talpha Burkina SARL Burkina Faso Golden Rim Resources Cote d’Ivoire Ivory Coast |
Cost of Company’s Investment Ownership Interest |
Cost of Company’s Investment Ownership Interest |
|---|---|---|
| 2016 $ 2015 $ 2016 % 100 - 100 338,834 338,834 90 22,602 22,602 100 2,141 2,141 100 - 2,086 - - 1,869 - 363,677 367,532 |
2015 % |
|
| - | ||
| 90 | ||
| 100 | ||
| 100 | ||
| 100 | ||
| 100 | ||
Unless otherwise stated, the subsidiaries have share capital consisting solely of ordinary shares, which are held directly by the Group, and the proportion of ownership interests held is equal to the voting rights held by the Group. The country of incorporation is also their principal place of business.
Golden Rim Chile Pty Ltd has a 30 June financial year end and was incorporated on 14 June 2016. The other subsidiaries have 31 December financial year ends. The Company has made a provision for impairment in value against the full cost of its investment in subsidiaries.
Golden Rim Resources Cote d’Ivoire SARL and Talpha Burkina SARL were de-registered on 10 August 2015 and 6 November 2015 respectively.
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at 30 June 2016 and the results of all subsidiaries for the year then ended.
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statements of profit or loss and other comprehensive income, changes in equity and financial position.
(b) Significant restrictions
There are no significant restrictions noted in relation to these subsidiaries.
(c) Non-controlling interests (NCI)
Set out below is summarised financial information for Golden Rim SAR Exploration SAR in which a 10% ownership interest is held by non-controlling interests. The amounts disclosed are before intercompany eliminations.
| Summarised Financial Position Current assets Non current assets Total assets |
Golden Rim | SAR Exploration SARL |
|---|---|---|
2016 $ 2015 $ |
||
| 1,514 493 - 13,362 |
||
| 1,514 13,855 |
Page | 48
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
| Summarised Financial Position Non current liabilities Total liabilities Net liabilities Accumulated NCI Summarised Financial Performance Profit / (Loss) for the period Other comprehensive income Total comprehensive income Profit / (Loss) allocated to NCI Total comprehensive income allocated to NCI Summarised Cash Flows Cash outflow from investing activities Cash inflow from financing activities Net decrease in cash and cash equivalents |
Golden Rim | SAR Exploration SARL | SAR Exploration SARL |
|---|---|---|---|
2016 $ |
2015 $ |
||
| 5,581,534 | 5,590,470 | ||
| 5,581,534 | 5,590,470 | ||
| (5,580,020) | (5,576,615) | ||
| (558,002) | (557,661) | ||
| 1,857 (5,257) |
|||
| (82,530) | |||
| 1,207 | |||
| (3,400) | (81,323) | ||
| 186 | (8,253) | ||
| (341) | (8,132) | ||
| (17,822) 5,481 |
|||
| (63,865) | |||
| 62,697 | |||
| (12,341) | (1,168) |
21. Notes to the Statement of Cash Flows
(a) Reconciliation of Cash and Cash Equivalents
For the purposes of the Statement of Cash Flows, cash and cash equivalents includes cash on hand and at call, deposits with banks, and investments in money market instruments net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Consolidated Statement of Financial Position as follows:
| ollows: | |
|---|---|
| Cash at bank | Consolidated |
| 2016 $ 2015 $ 6,675,153 4,846,453 |
(b) Reconciliation of Loss after Income Tax to Net Cash Flow from Operating Activities
| Operating profit / (loss) after income tax Depreciation Gain on sale of exploration interests Gain on sale of plant and equipment Loss on sale of available for sale investments Acquisition costs written off Interest on unwinding discount on receivable Share based payments Impairment loss on loan Effect of foreign currency translation Share of loss of joint venture Change in operating assets and liabilities (Increase) / (Decrease) in receivables Decrease / (Increase) in other current assets Decrease in rental bonds Decrease in trade and other payables Increase / (Decrease) in provision for employee entitlements Net cash outflow from operating activities |
Consolidated |
|---|---|
| 2016 $ 2015 $ (274,423) 3,148,146 24,811 167,556 (1,327,004) (8,302,589) (75,819) (42,711) - 651 - 185,898 (29,391) - - 19,842 150,000 - (197,479) (160,227) - 403,212 (8,669) 124,756 37,786 (7,656) 26,866 1,474 (218,791) (29,803) 30,082 (31,571) |
|
| (1,862,031) (4,523,022) |
Page | 49
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
(c) Non-cash transaction
In 2015 a loan was repaid by converting A$1.65 million of the loan into 206,250,000 ordinary fully paid shares in Golden Rim at a deemed issue price of 0.8 cents per share.
22. Financial Instruments
Net Fair Value of Financial Assets and Liabilities
Available for sale investments included in other financial assets are measured at fair value on a recurring basis, using quoted bid prices in an active market (Level 1 hierarchy).
The carrying amounts of financial assets and financial liabilities of the Group approximate their fair values.
The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the Consolidated Statement of Financial Position and in the notes to and forming part of these financial statements.
Page | 50
Carrying Amounts of Financial Assets and Liabilities of the Group
| Financial Assets Cash and cash equivalents Trade and other receivables Other current assets Other financial assets Total financial assets Interest rate Financial Liabilities Trade and other payables Total financial liabilities Interest rate |
Fixed Interest Rate Floating Interest Rate Non interest Bearing Total |
|---|---|
| 2016 $ 2015 $ 2016 $ 2015 $ 2016 $ 2015 $ 2016 $ 2015 $ 20,000 20,000 13,385 143,226 6,641,768 4,683,227 6,675,153 4,846,453 - - - - 20,874 2,483,988 20,874 2,483,988 - - - - 8,255 46,041 8,255 46,041 - - - - 30,426 57,291 30,426 57,291 |
|
| 20,000 20,000 13,385 143,226 6,701,323 7,270,547 6,734,708 7,433,773 |
|
| 2.58% 3.10% 0.41% 1.36% |
|
| - - - - 114,549 333,340 114,549 333,340 |
|
| - - - - 114,549 333,340 114,549 333,340 |
|
| - - - - |
The fixed interest rate cash and cash equivalents is held in a twelve month term deposit.
Interest Rate Risk
The economic entity’s exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rate on classes of financial assets and liabilities. The Group does not have a major exposure in this area as the interest rate earned on deposited funds does not vary greatly from month to month.
Sensitivity Analysis
The Company has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in these risks.
The effect on loss and total equity as a result of changes in the interest rate with all other variables remaining constant would be as follows:
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2016
| Change in loss - Increase interest rate by 1% (one basis point) - Decrease interest rate by 1% (one basis point) Change in equity - Increase interest rate by 1% (one basis point) - Decrease interest rate by 1% (one basis point) |
Consolidated |
|---|---|
| 2016 $ 2015 $ 258 1,552 (252) (1,547) 258 1,552 (252) (1,547) |
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security at balance date to recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts, as disclosed in the Consolidated Statement of Financial Position and notes to and forming part of the financial statements. The Group does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments it has entered into.
Foreign Currency Risk and Sensitivity
The Group undertakes transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. The Group does not hedge to reduce the foreign exchange risk as the directors believe the risk is not significant. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date in Australian dollars are as follows:
| Assets - USD (US dollar) - XOF (CFA franc) Foreign currency denominated monetary assets Liabilities - EUR (Euro) - USD (US dollar) - XOF (CFA franc) Foreign currency denominated monetary liabilities |
Consolidated |
|---|---|
| 2016 $ 2015 $ 6,638,522 6,925,809 2,864 229,071 |
|
| 6,641,386 7,154,880 |
|
| 1,940 - 24,696 - 586 264,701 |
|
| 27,222 264,701 |
Sensitivity Analysis
The table below details the Group’s sensitivity to a 10% increase or decrease in the Australian dollar against the relevant foreign currencies.
| Consolidated | |||
|---|---|---|---|
| AUD | 2016 |
2015 | |
| $ | $ | ||
| Change in loss and equity | |||
| - Increase in EUR rate by 10% | +10% | (176) |
- |
| - Decrease in EUR rate by 10% | -10% | 216 |
- |
| - Increase in USD rate by 10% | +10% | (601,257) |
(629,619) |
| - Decrease in USD rate by 10% | -10% | 734,870 |
769,534 |
| - Increase in XOF rate by 10% | +10% | 207 |
3,239 |
| - Decrease in XOF rate by 10% | -10% | (253) |
(3,959) |
Market Price Risk
The Group is not exposed to any material market price risk.
Page | 52
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2015
Liquidity Risk
The Group manages liquidity risk by monitoring forecast cash flows.
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.
Liquidity risk table of Financial Liabilities
| Weighted average effective interest rate % |
Less than 1 month $ 1-3 months $ 3 months to 1 year $ Total $ |
|---|---|
| 2016 | |
| Non-interest bearing | 87,249 27,300 - 114,549 |
| 2015 | |
| Non-interest bearing - |
308,665 24,675 - 333,340 |
The following table details the Group’s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Group’s liquidity risk management as the liquidity is managed on a net asset and liability basis.
| Liquidity risk table of Financial Assets Weighted average effective interest rate % |
Less than 1 month $ 1-3 months $ 3 months to 1 year $ 1-5 years Total $ |
|---|---|
| 2016 | |
| Non interest bearing - Variable interest rate instruments - Fixed interest rate instruments 2.58 |
6,662,642 8,255 - 30,426 6,701,323 13,389 - - - 13,389 - - 20,516 - 20,516 |
| 6,676,031 8,255 20,516 30,426 6,735,228 |
|
| 2015 | |
| Non interest bearing - Variable interest rate instruments - Fixed interest rate instruments 3.10 |
4,695,432 46,041 - 2,529,074 7,270,547 143,389 - - - 143,389 - - 20,620 - 20,620 |
| 4,838,821 46,041 20,620 2,529,074 7,434,556 |
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities is subject to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of the reporting period.
23. Segment Information
The Group operates in one business, namely exploration for mineral resources in various geographical regions. The financial results from this business are presented to the Board on a geographical basis. Information on a geographical segment basis is presented below:
Page | 53
Golden Rim Resources Ltd
Notes to the Financial Statements for the Year Ended 30 June 2015
2016
| Australia | South | Africa |
Eliminations / | Economic | |
|---|---|---|---|---|---|
| America | Unallocated | Entity | |||
| $ | $ | $ | $ | $ | |
| Interest revenue | 31,647 | - | - | - | 31,647 |
| Gains and losses | 224,888 | - | 1,446,497 | - | 1,671,385 |
| Mineral exploration expenditure | |||||
| written off | - | 508,100 | 209,617 | 47,670 | 765,387 |
| Depreciation expense | 20,545 | - | 4,266 | - | 24,811 |
| Share of loss of joint venture | - | 403,212 | - | - | 403,212 |
| Segment result | 235,990 | (508,100) | 1,184,945 | (1,187,258) | (274,423) |
| Income tax expense | - | - | - | - | - |
| Segment assets | 6,799,183 | 308,275 | 1,696,916 | 8,804,374 | |
| Segment liabilities | 231,965 | - | 2,526 | - | 234,492 |
| Additions to non-current assets | 57,277 | - | - | - | 57,277 |
| 2015 | |||||
| Australia | Europe | Africa | Eliminations / | Economic | |
| Unallocated | Entity | ||||
| $ | $ | $ | $ | $ | |
| Interest revenue | 25,933 | - | - | - | 25,933 |
| Gains and losses | 166,857 | - | 8,346,590 | - | 8,513,447 |
| Interest expense | 145,150 | - | - | - | 145,150 |
| Mineral exploration expenditure | |||||
| written off | - | - | 3,483,663 | 20,434 | 3,504,097 |
| Depreciation expense | 35,695 | - | 131,861 | - | 167,556 |
| Share of loss of joint venture | - | 403,212 | - | - | 403,212 |
| Segment result | 11,945 | (403,212) | 4,731,066 | (1,191,653) | 3,148,146 |
| Income tax expense | - | - | - | - | - |
| Segment assets | 4,760,105 | - | 4,457,049 | 9,217,154 | |
| Segment liabilities | 158,499 | - | 264,701 | - | 423,200 |
| Additions to non-current assets | 3,395 | - | 593 | - | 3,988 |
The accounting policies of the reportable segments are the same as the Group’s accounting policies. Segment result represents the results of each segment without allocation of central administration costs and directors’ salaries, share of losses of associates, investment income, gains and losses, finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.
24. Expenditure Commitments
Operating Lease Commitments
Non-cancellable leases contracted for the lease of premises that have not been capitalised in the financial statements.
| Not later than one year Later than one year, but not later than 5 years |
Consolidated |
|---|---|
| 2016 $ 2015 $ 60,422 70,430 50,807 - |
|
| 111,229 70,430 |
25. Events Occurring after Balance Date
Since the end of the reporting period, except as stated below and elsewhere in this Annual Report, there has not been any matter or circumstance occurring subsequent to the end of the reporting period that has significantly affected, or may significantly affect the operations of the consolidated entity, or the state of affairs of the consolidated entity in future financial years.
On 28 July 2016, the Company announced that it had finalised the transaction with Herencia Resources plc ( Herencia ) to acquire all the issued shares in Herencia’s wholly owned subsidiary
Page | 54
Golden Rim Resources Ltd Notes to the Financial Statements for the Year Ended 30 June 2015
Paguanta Resources (Chile) SA ( PRC ). PRC holds 70% of the shares in Compania Minera Paguanta SA ( CMP ) which holds mineral concessions at the Paguanta zinc-silver-lead project in northern Chile.
The final acquisition price for Paguanta is US$1.49m cash. In addition to the cash consideration, Golden Rim will issue US$0.8m in fully paid ordinary shares ( Shares ) to Herencia at a deemed issue price equal to the 20 day volume weighted average price (VWAP), in the event of a decision to mine at Paguanta.
The consideration under the transaction is payable in instalments and to date Golden Rim has paid US$1,027,000 (including two deposits previously paid). Prior to the next instalment of US$413,000, all outstanding creditors in PRC and CMP are required to be paid. A final amount of US$50,000 is payable within 3 months. Any unknown costs previously incurred that become evident during this period will be deducted from this amount.
Chilean exporters may recover the value added tax ( VAT ) paid with respect to their exports. Under certain circumstances, exporters may claim VAT credits in advance before exports are completed or the VAT has been incurred. CMP has received such VAT credits in advance of approximately £1.5 million (A$2.7 million). It is expected that upon export, the VAT credit received will be applied to reduce this advanced VAT credit over time. The Company further notes that if CMP does not carry out the exports as approved, such amounts of VAT credits claimed in advanced must be paid back to the tax authorities.
Page | 55
Golden Rim Resources Ltd
Directors’ Declaration
The directors declare that:
-
(a) 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;
-
(b) in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 2(a) to the financial statements;
-
(c) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and
-
(d) the directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001
On behalf of the Directors
==> picture [95 x 67] intentionally omitted <==
Rick Crabb Chairman 2 September 2016
Page | 56
Deloitte Touche Tohmatsu ABN 74 490 121 060
==> picture [148 x 28] intentionally omitted <==
Tower 2 Brookfield Place 123 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia
Independent Auditor’s Report to the members of
Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au
Golden Rim Resources Ltd
Report on the Financial Report
We have audited the accompanying financial report of Golden Rim Resources Ltd, which comprises the statement of financial position as at 30 June 2016, the statement of profit or loss and other comprehensive income, the statement of cash flows and the statement of changes in equity for the 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 the year’s end or from time to time during the financial year as set out on pages 28 to 56.
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 is free from material misstatement, whether due to fraud or error. In Note 2(a), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the consolidated 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 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.
Auditor’s Independence Declaration
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Golden Rim Resources Ltd, would be in the same terms if given to the directors as at the time of this auditor’s report.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
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Opinion
In our opinion:
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(a) The financial report of Golden Rim Resources Ltd is in accordance with the Corporations Act 2001, including:
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(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and
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(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
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(b) the consolidated financial statements also comply with International Financial Reporting Standards as disclosed in Note 2(a).
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 22 to 26 of the directors’ report for the year ended 30 June 2016. 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 Golden Rim Resources Ltd for the year ended 30 June 2016, complies with section 300A of the Corporations Act 2001.
DELOITTE TOUCHE TOHMATSU
John Sibenaler Partner Chartered Accountants Perth, 2 September 2016
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Golden Rim Resources Ltd
Additional Shareholder Information
The following additional information is current as at 30 August 2016 and is provided in compliance with the requirements of ASX.
Distribution of Listed Ordinary Shares and Options
The following is an analysis of the number of shareholders by size of holding.
| Distribution | No. of Shareholders No. of Option holders |
|---|---|
| 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total holders |
372 471 267 1,780 1,493 83 |
| 4,383 83 |
There were 1,785 shareholders holding less than a marketable parcel of shares.
The percentage of the total of the 20 largest holders of ordinary shares was 30.14%.
143,358,400 options are held by 83 individual option holders. Options do not carry a right to vote.
20 Largest Shareholders
The names of the 20 largest shareholders of shares (unconsolidated) are listed below:
| Name | No of Shares Held | % |
|---|---|---|
| HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED | 72,170,104 | 5.02 |
| PAL TECHNOLOGY SERVICES LLC | 52,521,875 | 3.65 |
| MR DAVID JOHN DWYER & MRS LYNETTE MAREE DWYER | 33,714,218 | 2.34 |
| MR DAVID VIGOLO | 32,000,000 | 2.22 |
| WARREGO INVESTMENTS PTY LTD | 30,000,000 | 2.09 |
| AURORA MINERALS LTD | 27,350,000 | 1.90 |
| MR HAILONG LI | 23,285,000 | 1.62 |
| MR GREGORY CAMPBELL HINCHLIFFE | 22,333,037 | 1.55 |
| MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED | 20,589,575 | 1.43 |
| MR DAVID JOHN DWYER & MRS LYNETTE MAREE DWYER | 18,806,738 | 1.31 |
| MR YUNG WING HO & MRS KATHERINE KAM LING HO | 16,807,888 | 1.17 |
| WESTESSA HOLDINGS PTY LTD | 11,047,287 | 0.77 |
| MR STEVEN VIGOLO | 11,000,000 | 0.76 |
| MRS HONGYAN MA | 10,002,137 | 0.70 |
| MR GREGORY CLIFFORD | 10,000,000 | 0.70 |
| CITICORP NOMINEES PTY LIMITED | 9,449,765 | 0.66 |
| MR ROHAN LEWIS | 8,470,588 | 0.59 |
| METALLICA INVESTMENTS PTY LTD | 8,364,955 | 0.58 |
| MR HAI TAO ZHANG & MRS MIAO MIAO GUO | 8,000,000 | 0.56 |
| MRS LILIANA TEOFILOVA | 7,648,000 | 0.53 |
| Total | 433,561,167 | 30.14 |
Substantial Shareholders
There are no substantial shareholders of the Company.
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Golden Rim Resources Ltd
Voting Rights
The Company's share capital is of one class being ordinary shares. The voting rights attached to those shares are that on a show of hands every shareholder present in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Restricted Securities
There are no shares on issue that have been classified by ASX, as restricted securities.
Securities Exchange Listing
Golden Rim shares are listed on the Australian Securities Exchange. The home branch of the exchange is in Perth.
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