AVIRA RESOURCES LTD — Annual Report 2012

Jan 6, 2013

ABN: 38 131 715 645 MGT Resources Limited

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Pro Forma Historical Financial Information

MGT Resources Limited Pro Forma Statement of Financial Position as at 30 June 2012

Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Trade and other receivables Other financial assets Exploration and evaluation expenditure Plant & Equipment Total non-current assets Total assets Total liabilities Trade and other payables Borrowings Provisions Total current liabilities Non-current liabilities Borrowings Provisions Total non-current liabilities Total liabilities Net assets Equity Share capital Reserves Share Option Reserves Retained earnings Non-controlling interest Total equity	Note A B C	Audited 30June 2012 $ 3,185,842 113,920 3,299,762 36,108 10,364 4,719,367 3,856,618 8,622,457 11,922,219 2,226,756 21,932 60,144 2,308,832 2,945,321 21,823 2,967,144 5,275,976 6,646,243 9,831,962 64,356 1,878,147 (4,881,246) (246,976) 6,646,243	Subsequent Events $ 394,020 - 394,020 - - - - - 394,020 (1,622,400) - - (1,622,400) - - - (1,622,400) 2,016,420 2,113,920 - - (138,617) 41,117 2,016,420	Pro-forma Adjustments $ 1,085,660 - 1,085,660 - - - - - 1,085,660 - - - - - - - - 1,085,660 1,085,660 - - - - 1,085,660	Unaudited Pro-forma After Issue $
					4,665,522 113,920
					4,779,442 36,108 10,364 4,719,367 3,856,618
					8,622,457
					13,401,899
					604,356 21,932 60,144
					686,432
					2,945,321 21,823
					2,967,144
					3,653,576
					9,748,323
					13,031,542 64,356 1,878,147 (5,019,863) (205,859)
					9,748,323

The pro-forma statement of financial position after Issue is as per the statement of financial position before Issue adjusted for the transactions relating to the issue of shares pursuant to this Replacement Prospectus. The above statement of financial position should be read in conjunction with the accompany notes and forming part of the historical financial information set out in Section 9.3.

ABN: 38 131 715 645 MGT Resources Limited

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A. Cash and cash equivalents

ash and cash equivalents
Audited 30 June 2012 $ Cash and cash equivalents 3,185,842 Adjustments arising in the preparation of the pro-forma cash and cash equivalents balance are summarised as follows: Audited balance at 30 June 2012 Subsequent Events Investment in subsidiary (i) Cash proceeds in advance relating to pre IPO share placement (ii) Cash proceeds in advance relating to shares issued under this Replacement Prospectus (ii) Transfer of cash proceeds in advance to funds held in trust relating to the shares issued under this Replacement Prospectus (iii) Pro Forma Proceeds from issue of shares under this Replacement Prospectus Costs of the Offer (iv) Pro-forma balance (v) (vi)	Unaudited Pro-forma After Issue $
	4,665,522
	3,185,842 (97,500) 991,520 500,000 (1,000,000) 1,262,000 (176,340)
	4,665,522

• i. On 2 August 2012, MGT Resources Limited acquired a further 2.15% of the issued capital in MGT Mining Limited by purchasing 1,500,000 shares at $0.065 per share for a total of $97,500.

• ii. Cash received post 30 June 2012 comprised of the following:

• $500,000 received in advance in relation to the proposed share issue under this Replacement Prospectus; and

• $991,520 received in advance in relation to the pre IPO placement initiated in June 2012 and closed on 10 October 2012.

A pre IPO placement was initiated in June 2012 for the issue of 13,212,000 shares at an issue price of $0.16 per share to raise $2,113,920. This placement closed on 10 October 2012. The placement raised $1,122,400 pre 30 June 2012 and $991,520 post 30 June 2012.

• iii. On 20 September 2012, $1,000,000 of cash received both pre and post 30 June 2012 relating to the proposed share issue under this Replacement Prospectus, was transferredto HWLEbsworth trust account on behalf of two investors. Of the amount transferred, $500,000 was received prior to 30 June 2012 and is reflected in the June 2012 audited balance and $500,000 was received subsequent to 30 June 2012, as mentioned at note (ii) above.

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ABN: 38 131 715 645 MGT Resources Limited

• iv. Total estimated capital raising costs in relation to the IPO are $450,000 (excl GST). To date, $273,660 (excl GST) of costs have been incurred and accounted for at 30 June 2012.The estimated future remaining capital raising costs are $176,340 (excl GST).

• v. The pro forma cash balance is committed as follows:

Exploration (vi) Administration Property, Plant and Equipment Working Capital Expenses Total	$2,005,522 $ 360,000 $ 350,000 $1,500,000 $ 450,000 $4,665,522

• vi. MGT proposes to deploy the funds raised under this Offer together with existing cash at bank to exploration as follows over a 24 month period:

TENEMENT	Name	Mineral	Application of funds
ML 4349	Mt Veteran	Tin	$605,481
MLA 20547	Summer Hills	Tin
ML 20655	Heads or Tails	Tin	$10,000
EPM 16948	Nymbool	Tin	$464,240
EPM 12887	Pyramid	Gold	$730,641
EPM 8402	Yarrol	Gold	$65,053
EPM 12834	Steadman	Gold	$65,053
EPM 15426	Gooroolba	Gold	$65,053
Total			$2,005,522

B. Trade and other payables

Trade and other payables Sundry creditors Total trade and other payables Adjustments arising in the preparation of the pro-forma sundry creditors balance are summarised as follows: Audited balance at 30 June 2012 Cash proceeds in advance relating to share placement pre-IPO and proposed share issue under this Replacement Prospectus (i) Transfer of cash proceeds in advance to funds held in trust relating to the shares issued under this Replacement Prospectus(ii) Issue of shares resulting from pre placement IPO (iii) Pro-forma balance	Audited 30 Jun 2012 $ 604,356 1,622,400 2,226,756	Unaudited Pro-forma After Issue $
		604,356 -
		604,356
		2,226,756 1,491,520 (1,000,000) (2,113,920)
		604,356

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ABN: 38 131 715 645 MGT Resources Limited

• i. Cash proceeds in advance relating to share placement pre IPO and proposed share issue under this Replacement Prospectus. Total cash received post 30 June 2012 was $1,491,520 and comprised as follows:

• $500,000 received in advance in relation to the proposed share issue under this Replacement Prospectus; and

• $991,520 received in advance in relation to the pre IPO placement initiated in June 2012 and closed on 10 October 2012.

• ii. On 20 September 2012, $1,000,000 of cash received both pre and post 30 June 2012 relating to the proposed share issue under this Replacement Prospectus, was transferred to HWL Ebsworth trust account on behalf of two investors. Of the amount transferred, $500,000 was received prior to 30 June 2012 and is reflected in the June 2012 audited cash balance and $500,000 was received subsequent to 30 June 2012, as mentioned at note (i) above.

• iii. A pre IPO placement was initiated in June 2012 for the issue of 13,212,000 shares at an issue price of $0.16 per share to raise $2,113,920. This placement closed on 10 October 2012. The placement raised $1,122,400 pre 30 June 2012 and $991,520 post 30 June 2012.

C. Share Capital

Share Capital Adjustments arising in the preparation of the pro-forma share capital balance are summarised as follows: Audited balance at 30 June 2012 Issue of shares resulting from pre placement IPO (i) Capital Raising Costs through equity (ii) Proceeds from shares issued under this Replacement Prospectus Pro-forma balance	Audited 30 Jun 2012 $ 9,831,962	Unaudited Pro-forma After Issue $
		13,031,542
		9,831,962 2,113,920 (176,340) 1,262,000
		13,031,542

• i. A pre IPO placement was initiated in June 2012 and for the issue of 13,212,000 shares at an issue price of $0.16 per share to raise $2,113,920. This placementclosed on 10 October 2012.

• ii. Total estimated capital raising costs in relation to the IPO are $450,000 (excl GST). As at 30 June 2012, $273,660 (excl GST) of costs have been incurred andrecorded as a reduction in issued capital. The estimated future remaining capital raising costs are $176,340 (excl GST).

D. Related Party Transactions

MGT Resources Ltd has an 83.48% controlling interest MGT Mining Ltd (“the subsidiary”) as at 19 September 2012. Funds have been loaned to the subsidiary for the purposes of working

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ABN: 38 131 715 645 MGT Resources Limited

capital and as at 30 June 2012 the balance of the funds owed to MGT Resources Ltd,including interest was $6,858,695. Interest is charged at a rate of 8% per annum. The Pro Forma Financial Information has been prepared on a consolidation basis and therefore excludes amount owed by the subsidiary to MGT Resources Ltd.

Director’s holdings of shares and other directors interests are set out in Section 4 of the Replacement Prospectus.