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CADOUX LIMITED — Annual Report 2015
Sep 28, 2015
64620_rns_2015-09-28_ecdb86f5-eb08-4165-a241-b3999f4f682c.pdf
Annual Report
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FYI RESOURCES LIMITED
ABN 85 061 289 218
ANNUAL REPORT 2015
Corporate Information
Directors : Edmund Babington Adrian Jessup David Sargeant Managing Director : Roland Hill Company Secretary : Phillip MacLeod Registered Office : Registered Office and Principal Place of Business 53 Canning Highway Victoria Park WA 6100 Telephone: (08) 9361 3100 Facsimile: (08) 9361 3184 Website: www.fyiresources.com.au Auditor : HLB Mann Judd Level 4 130 Stirling Street Perth WA 6000 Share Registry : Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233 Australian Securities Exchange : Home Branch: Perth Code: FYI ABN : 85 061 289 218
1
Review of Operations
FYI Resources is a Southeast Asian focused potash explorer with the corporate objective of developing a significant potash presence in the region.
PROJECTS
POTASH
Background
The United Nations estimates that global population will reach 9 billion by 2050 with over 60% living in Asia alone. As the region’s population and economic markets grow, so will the demand for food and feedstocks required for biofuels. This, along with the decline of available arable land, means farmland needs to be more productive and deliver higherquality yields.
The Food and Agriculture Organization of the United Nations states that crop production must rise 70% in order to feed the estimated global population in 2050. As one of the three essential nutrients in fertilizer, potassium or potash increases crop yields by strengthening plant roots, improving water retention as well as increasing resistance to disease and drought. Potash also improves the taste, colour and texture of food.
Asia’s potash consumption accounts for approximately 43% of global demand and with very little domestic supply, the region is heavily dependent on imports. Asia’s demand for potash has grown 3% annually over the past decade and this upward trend is expected to continue
About Potash
Potash or Potassium Chloride (KCl) is a naturally occurring pink salty mineral that cannot be manufactured synthetically. The term "potash" or carbonate of potash refers to a group of potassium (K) bearing minerals and chemicals used for fertilizer in agriculture. Potash is in fact a mixture of potassium salt with impure form of potassium carbonate (K2CO3). In other words, it is the common term used for the fertilizer forms of the element potassium and is a dominant force in the world potash market.
Potash bearing rock deposits occur in many regions of the world. They are derived from the minerals in ancient seas that dried up millions of years ago. Fertilizer potash is mostly derived from these potash rocks.
South East Asian Potash Strategy
Thailand and Laos are considered to be highly prospective for potash. A detailed geological study carried out in the 1970’s that included the drilling of a number of selected exploration holes identified northeast Thailand and central west of Laos as a region of significance due to the discovery of widespread intersections of potash minerals and basin salts. Very little subsequent exploration has been undertaken since the 1970’s with the exception of a few localised areas.
Recent changes in both countries’ national and provincial mining legislation has allowed exploration and commercial exploitation of these areas.
FYI believes there to be a great opportunity in the exploration and development of potash in Thailand and Laos. As a result, FYI has formulated a strategy that is structured around the application and progressive exploration of specially selected and located exploration permits that are prospective for high grade, large tonnage potash deposits.
The target areas are located in the world class Khorat evaporate basin that is well regarded geologically for its extensive potash occurrences relative to other prominent potash production regions globally. The positive attributes of the Thai potash sector are shallow formation of the targeted deposits (i.e. close to surface), generally of significant width and elevated commercial grade which all contribute to potential superior commercial project economics. Thailand is currently a net importer of potash and other fertiliser products and would benefit from any new domestic production and supply. Thailand and Laos are also positioned in close proximity to the large Southeast Asian, Chinese and Indian markets. This could provide a substantial price benefit to the Company over producers in Europe and North America.
Thailand Potash
The Company initially submitted 6 Special Prospecting Licence (SPL) applications for the West Mekong Minerals project (WMM) to commence its potash exploration and development strategy in Thailand. The applications have been approved by the Governor of the province where the SPLs are located and have progressed to the Department of Mineral Resources, and the Minerals Committee for approval. Recent changes in the regularity of the convening of the Minerals Committee hearings should result in a more streamlined and quicker deliberation of approvals.
FYI has submitted applications for a further 6 SPL’s for the East Siam Minerals project (ESM).
Both Thai SPL application areas were selected on the basis of geological merit and other defined operating and logistical criteria.
2
Review of Operations
Laos Potash
FYI has made a submission to the Lao Government regarding a significant concession area in the southeast region of Laos in Khammouane Province.
The concession covers 190sqkm and is ideally positioned within a highly regarded potash district where the activities of previous parties exploration and drilling activities has proven the existence of a shallow evaporite basin of potash bearing horizons and that currently host potash production from two trial processing facilities.
The concession area is adjacent to the two operating trial processing facilities that separately state high grade, high tonnage deposits.
The concession submission is currently before the various Ministerial departments prior to final consideration by the Prime Minister.
YARLARWEELOR: Uranium Project
As a consequence of the Company’s focus on its potash strategy in Southeast Asia, as well as the Boards continuing capital preservation measures, the Yarlarweelor project was relinquished early in 2015. The decision was made following a thorough review of the prospectivity and potential of the project and significant efforts to seek an alternative commercial outcome.
3
Directors' Report
Your Directors submit their report for the year ended 30 June 2015.
DIRECTORS
The names and details of the Directors of the Company in office during the financial year and until the date of this report are listed below. Directors were in office for this entire period unless otherwise stated.
Mr Edmund Babington (Non-Executive Chairman)
Mr Babington is a Director of WA commercial law firm, Lyons Babington, and is a member of the Franchise Council of Australia, the resources and energy law association, AMPLA Ltd and is a WA Board member of the Australian Institute of Business Brokers. He is a specialist in franchising, mining and resources, and corporations law in particular relating to capital raisings, stock exchange requirements, corporate governance and compliance.
Mr Babington has not acted as a Director of any other listed company in the last three years.
Mr David Sargeant (Non-Executive)
Mr Sargeant holds a Bachelor of Science degree in economic geology from the University of Sydney and has more than 40 years of experience as a geologist, consultant and Company director. As such, he has been involved in numerous mineral exploration, ore deposit evaluation and mining development projects and is a member of AusIMM and the Geological Society of Australia.
During his career, Mr Sargeant has held a range of senior positions, including that of senior geologist with Newmont Pty Ltd and senior supervisory geologist with Esso Australia Ltd at the time of the Harbour Lights Gold Mine discovery and development. Further, Mr Sargeant was the first chief geologist at Telfer Gold Mine during exploration, development and production at that project. In addition, he was exploration manager for the Adelaide Petroleum NL group of companies, manager of resources development for Sabminco NL and a technical director of Western Reefs Limited during the period in which that Company became a successful producer at the Dalgaranga Gold Project.
Mr Sargeant successfully managed an exploration and geological consulting business for 18 years, which included the formation and management of platinum and copper-gold companies in Botswana until they were taken over during the 2005 to 2007 period by United Kingdom listed public companies. He was the principal promoter in forming Empire Resources Limited and remains Managing Director.
Mr Sargeant has been a director of the following listed Company during the past three years.
| Company | Position | Appointed |
|---|---|---|
| Empire Resources Ltd | Managing Director | 13/04/2000 |
Mr Adrian Jessup (Non-Executive)
Mr Jessup also holds a Bachelor of Science degree (with honours) in economic geology from the University of Sydney and has more than 40 years continuous experience as a geologist, Company director and consultant involved in mineral exploration, ore deposit evaluation and mining. He is a member of AusIMM, the Geological Society of Australia and the Australian Institute of Geoscientists.
For the last 15 years, Mr Jessup has operated a geological consulting company. During that time, he was a founding director of publicly listed companies Empire Resources Limited and Sylvania Resources Limited. He remains an executive director of Empire Resources Ltd. He was also a director of two mineral exploration companies based in southern Africa that were subsequently acquired by United Kingdom listed public companies. Prior to commencing consulting, Mr Jessup was managing director of Giralia Resources NL for eight years, from the Company's inception in 1987. Previously, he had worked for AMAX Exploration Inc., as a senior geologist and as regional manager in charge of that Company's mineral exploration in Western Australia.
Mr Jessup has been a director of the following listed Company during the past three years.
| Company | Position | Appointed |
|---|---|---|
| Empire Resources Ltd | Executive Director | 15/08/2003 |
Mr Roland Hill (Managing Director)
Mr Hill holds a Bachelor of Science and Bachelor of Commerce from Curtin University. Mr Hill was appointed to the position of chief executive officer on 4 February 2011 and to the position of Managing Director on 1 July 2014. Mr Hill has extensive resource
4
Directors' Report
industry and investment, finance and funds management experience. He has been directly associated with the mining and exploration sector for over 18 years. Mr Hill has not acted as a director of any other listed company within the past three years.
INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY
As at the date of this report the interests of the directors in the shares and options of the Company were:-
| Director | Direct Interest Indirect Interest Ordinary Shares |
Direct Interest Indirect Interest Ordinary Shares |
Direct Interest Indirect Interest Options |
Direct Interest Indirect Interest Options |
|---|---|---|---|---|
| Edmund Babington | - | 829,807 | 500,000 |
- |
| David Sargeant | 350,000 | 12,000,000 | 500,000 | - |
| Adrian Jessup | 350,000 | 12,000,000 | 500,000 | - |
| Roland Hill | 600,000 | 3,470,672 | 750,000 | - |
COMPANY SECRETARY
Mr Phillip MacLeod was appointed to the position of Company Secretary on 19 May 2008. Mr MacLeod has over 20 years commercial experience and has held the position of Company Secretary with listed public companies since 1995.
CORPORATE INFORMATION
FYI Resources Limited is a Company limited by shares incorporated and domiciled in Australia.
PRINCIPAL ACTIVITY
During the period the principal activities of the Company consisted of mineral exploration of existing projects in Australia and the evaluation of new projects in Australia and overseas.
RESULTS OF OPERATIONS
The loss after income tax for the financial year was $1,814,322 (2014: $743,243).
DIVIDENDS
No dividend was paid during the financial year and the Directors do not recommend payment of a dividend.
REVIEW OF OPERATIONS
Detailed comments on operations are included separately in this annual report under the Chairman’s Report and Review of Operations.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Company that occurred during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
In August 2015, the Company raised $200,000 through the issue of 6,666,668 fully paid ordinary shares at an issue price of $0.03 per share to sophisticated investors.
During August 2015 the Company received and accepted an offer to purchase the investment property for $1,000,000. The contract for sale of the land is due to settle on 26 October 2015.
Other than this, no matter or circumstance has arisen, since the end of the financial year, which significantly affected, or may significantly affect, the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years.
DIRECTORS’ MEETINGS
The number of meetings of directors (including meetings of committees of directors) held during the year and the numbers of meetings attended by each director were as follows:
5
Directors' Report
| Director | A B Directors’ Meetings |
A B Directors’ Meetings |
|---|---|---|
| Edmund Babington | 8 | 8 |
| David Sargeant | 8 | 8 |
| Adrian Jessup | 8 | 8 |
| Roland Hill | 8 | 8 |
A - Meetings eligible to attend
B - Meetings attended
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
Indemnification:
The Company has agreed to indemnify all the directors and the Company Secretary who have held office in the Company during this financial year, against all liabilities to another person (other than the Company or its related body corporate) that may arise from their position as a director or officer of the Company, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.
Insurance Premiums:
During the financial year the Company has paid insurance premiums of $14,112 (2014: $13,962) in respect of directors and officers liability and legal expenses insurance contracts, for current and former directors and officers, including executive officers of the Company. The insurance premiums relate to:
-
Costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and
-
Other liabilities that may arise from their position, with the exception of conduct involving the wilful breach of duty or improper use of information or position to gain a personal advantage.
REMUNERATION REPORT (Audited)
This Remuneration Report consists of the following sections:
-
A. Principles of Remuneration
-
B. Details of Remuneration
-
C. Equity holdings
A. Principles of Remuneration
This Remuneration Report outlines the director and executive remuneration arrangements of the Company in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report Key Management Personnel (KMP) of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company and includes the executives in the Company receiving the highest remunerations.
For the purposes of this report, the term “executive” encompasses the Directors and Managing Director of the company.
Details of Key Management Personnel for the year ended 30 June 2015
Directors
| Name | Position |
|---|---|
| E Babington | Chairman (Non-Executive) |
| Dr D Sparling | Director (Non-Executive- resigned 1 July 2014) |
| D Sargeant | Director (Non-Executive) |
| A Jessup | Director (Non-Executive) |
| R Hill | Managing Director |
Remuneration Philosophy
This section details the remuneration arrangements in place for the executives and directors of FYI Resources Limited.
The broad remuneration philosophy is to ensure that remuneration properly reflects the relevant person's duties and responsibilities, and that the remuneration is competitive in attracting, retaining and motivating people of the highest quality. The Board believes that the best way to achieve this objective is to provide any executive directors and executives with a remuneration package consisting of components that reflect the person’s responsibilities, duties, personal and corporate performance.
6
Directors' Report
REMUNERATION REPORT (Cont.)
At this time no part of an executive’s remuneration package is directly dependent on Company performance. This may be reviewed as the activities of the Company increase with the existing product or the acquisition of a new business.
To this end FYI Resources follows the following principles;
-
Provide competitive rewards.
-
That a part of the senior executive’s remuneration may be “at risk” and is linked to pre-determined achievements.
-
That any variable part of executive remuneration has appropriate and demanding performance hurdles attached.
Remuneration Committee
FYI Resources does not have a remuneration committee. The remuneration of non-executive directors is determined by the Board as a whole having regard to industry standards of similar sized entities.
Each director receives a fee for being a director of the Company, with additional fees considered in recognition of specific duties carried out by each director. Fees paid to Non-Executive Directors are reviewed annually.
Non-Executive Director Remuneration
The board seeks to set aggregate remuneration at a level that provides the Company with an ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to the shareholders.
The constitution and the ASX listing rules specify that the aggregate remuneration of Non-Executive directors shall be determined from time to time by general meeting of shareholders.
The aggregate amount payable to the Company’s non-executive directors must not exceed the maximum annual amount approved by the Company’s shareholders. An aggregate amount of $300,000 was approved by shareholders at the Annual General Meeting held in November 2008.
The remuneration of non-executive directors for the period ending 30 June 2015 and 30 June 2014 is detailed in Section B.
Details of Remuneration.
Senior Manager and Executive Director Remuneration
The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:
-
reward executives for Company, business unit and individual performance against targets set by reference to appropriate benchmarks;
-
align the interests of executives with those of shareholders;
-
link rewards with the strategic goals and performance of the Company; and
-
ensure total remuneration is competitive by market standards.
Remuneration packaging contains the following key elements;
-
Fixed remuneration - fixed components of salaries, fee and non-monetary benefits.
-
Variable remuneration - share options.
-
Post employment benefits – superannuation.
The Chairman, subject to Board approval, generally sets remuneration of any executive directors and the Chief Executive Officer.
Fixed Remuneration
The level of fixed remuneration for executives is set so as to provide a base level of remuneration which is both appropriate to the position and competitive in the market. Fixed remuneration is reviewed annually.
Variable Remuneration
Short term incentives (STI) may be linked to achievement of the Company’s operational targets if the relevant executives achieve the target. STI is not linked to the Company’s prevailing share price or results as the Company is not at a profitable stage of operations.
7
Directors' Report
REMUNERATION REPORT (Cont.)
The Directors, subject to shareholder approval, and executives are eligible to participate in the Company’s share option plan whereby options may be granted at an exercise price above the prevailing share price. This premium in conversion price, coupled with an appropriate vesting period, provides a long term incentive (LTI) whereby directors and executives will benefit only if there is a substantial improvement in the Company’s share price. The number of options granted to each director and executive is determined by the Board based on the Company’s and the eligible participant’s performance. The grant of options is not linked to the Company’s financial results, as the Company is not at a profitable stage of operations.
The Company does not have a policy for Directors to hedge their equity positions.
Employment contracts
In February 2011, the Company entered into a management services agreement with Capstone Capital Pty Ltd (a Company associated with Mr Roland Hill) (“Capstone”) for the term of 36 months, for the provision of services by Mr Hill, acting in the capacity of FYI’s Chief Executive Officer, overseeing the day to day administration and management of the business. The monthly fee payable to Capstone is $15,000 plus GST in arrears. The termination payment is 50% of the number of months remaining under the term of the Agreement multiplied by the monthly fee payable.
B. Details of remuneration
The remuneration for each director and each of the executive officers of the Company receiving remuneration during the year was as follows:
| 2015 Specified Directors |
Consulting Salary Fees $ $ $ Short Term Directors Fees |
Post Employment Super $ |
Share Based Payment Options $ |
Total $ |
% performance based |
|---|---|---|---|---|---|
| E Babington3(Non-Executive) | - - 30,000 - 3,569 33,569 0% |
||||
| D Sargeant (Non-Executive) A Jessup (Non-Executive) R Hill3(Managing Director) |
- - 24,500 - 3,568 28,068 0% - - 24,500 - 3,568 28,068 0% - - 110,000 - 5,353 115,353 0% |
||||
| - - 189,000 - 16,058 205,058 0% |
3 Appointed 1 July 2014
| 2014 Specified Directors |
Consulting Salary Fees $ $ $ Short Term Directors Fees |
Post Employment Super $ |
Share Based Payment Options $ |
Total $ |
% performance based |
|---|---|---|---|---|---|
| D Sparling1(Non-Executive) D Sargeant (Non-Executive) A Jessup (Non-Executive) |
- - 24,500 - - 24,500 - - 24,500 |
2,266 - - |
- - - |
26,766 0% 24,500 0% 24,500 0% |
|
| - - 73,500 |
2,266 | - | 75,766 0% |
||
| Key Management Personnel | |||||
| R Hill (CEO)2 | 180,000 - - |
- | - | 180,000 0% |
|
| 180,000 - - |
- | - | 180,000 0% |
1 Resigned 1 July 2014
2 Mr Hill agreed to forego $77,000 in fees for this period.
8
Directors' Report
REMUNERATION REPORT (Cont.)
C. Equity Holdings
Directors and other Key Management Personnel
Options granted, exercised or lapsed during the year by directors and executives:
| Name | No. of options held at 30 June 2014 |
Number of options lapsed |
Number of options granted |
No. of options held at 30 June 2015 |
Value of options lapsed at the date of lapse |
|---|---|---|---|---|---|
| E Babington | - | - | 500,000 | 500,000 | $0 |
| DSargeant | - | - | 500,000 | 500,000 | $0 |
| AJessup | - | - | 500,000 | 500,000 | $0 |
| R Hill | - | - | 750,000 | 750,000 | $0 |
No options granted as part of remuneration were exercised during the year ended 30 June 2015 or in the period to date.
There is no performance criteria linked to KMP options. The option holders must remain employed with the Company until vesting date to be entitled to the options.
The option holders do not have any right, by virtue of the option to participate in any share issue of the Company or any related body corporate.
Option Holdings of Directors and key Management Personnel
| 2015 | Balance at beginning of period 1 Jul 2014 |
Granted as Remuneration |
Options Exercised |
Net Change Other # |
Balance at end of period 30 Jun 2015 |
Total Exercisable Not Exercisable Vested at 30 June 2015 |
Total Exercisable Not Exercisable Vested at 30 June 2015 |
Total Exercisable Not Exercisable Vested at 30 June 2015 |
|---|---|---|---|---|---|---|---|---|
| Non-Executive Directors |
- - - - - |
500,000 500,000 500,000 750,000 - |
- - - - - |
- - - - - |
500,000 500,000 500,000 750,000 - |
500,000 500,000 500,000 750,000 - |
500,000 500,000 500,000 750,000 - |
- - - - - |
| E Babington2 | ||||||||
| DSargeant | ||||||||
| AJessup | ||||||||
| R Hill2 | ||||||||
| DSparling1 | ||||||||
| Total | - | 2,250,000 |
- |
- |
2,250,000 |
2,250,000 | 2,250,000 |
- |
D Sparling[1 ] resigned 1 July 2014 R Hill[ 2] and E Babington[ 2 ] appointed 1 July 2014
9
Directors' Report
REMUNERATION REPORT (Cont.)
| 2014 | Balance at beginning of period 1 Jul 2013 |
Granted as Remuneration |
Options Exercised |
Net Change Other # |
Balance at end of period 30 Jun 2014 |
Total Exercisable Not Exercisable Vested at 30 June 2014 |
Total Exercisable Not Exercisable Vested at 30 June 2014 |
Total Exercisable Not Exercisable Vested at 30 June 2014 |
|---|---|---|---|---|---|---|---|---|
| Non-Executive Directors |
500,000 500,000 500,000 |
- - - |
- - - |
(500,000) (500,000) (500,000) |
- - - |
- - - |
- - - |
- - - |
| DSargeant | ||||||||
| AJessup | ||||||||
| DSparling | ||||||||
| Executives | 2,000,000 | - |
- |
(2,000,000) | - | - |
- |
- |
| R Hill | ||||||||
| Total | 3,500,000 | - |
- |
(3,500,000) | - | - |
- |
- |
options expired on 1 January 2014
Share Holdings of Directors and Key Management Personnel
| 2015 | Balance at beginning of period 1 July 2014 |
Issued as Remuneration |
Issued on Exercise of Options |
Net Change Other |
Balance at end of period 30 Jun 2015 |
|---|---|---|---|---|---|
| Non-Executive Directors |
829,807 350,000 350,000 2,530,672 1,048 |
- - - - - |
- - - - - |
- - - 1,540,000 - |
829,807 350,000 350,000 4,070,672 1,048 |
| E Babington2 | |||||
| DSargeant | |||||
| AJessup | |||||
| R Hill2 | |||||
| DSparling1 | |||||
| Total | 4,061,527 | - |
- |
1,540,000 |
5,601,527 |
D Sparling[1 ] resigned 1 July 2014
R Hill[ 2] and E Babington[ 2 ] appoirnted 1 July 2014
| 2014 | Balance at beginning of period 1 July 2013 |
Issued as Remuneration |
Issued on Exercise of Options |
Net Change Other |
Balance at end of period 30 Jun 2014 |
|---|---|---|---|---|---|
| Non-Executive Directors |
350,000 350,000 1,048 |
- - - |
- - - |
- - - |
350,000 350,000 1,048 |
| DSargeant | |||||
| AJessup | |||||
| DSparling | |||||
| Executives | 2,444,527 | - |
- |
86,145 |
2,530,672 |
| R Hill | |||||
| Total | 3,145,575 | - |
- |
86,145 |
3,231,720 |
10
Directors' Report
REMUNERATION REPORT (Cont.)
D. Transactions with Directors
Consolidated 2015 2014 $ $ Other transactions with Directors The Director, Mr Babington was a partner of Cullen Babington Macleod which has provided legal services to the company on normal commercial terms. This excludes fees included as remuneration noted under section B of the Directors report 5,787 - 5,787 -
AUDITORS INDEPENDENCE AND NON-AUDIT SERVICES
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page 12 and forms part of this directors’ report for the year ended 30 June 2015.
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of FYI Resources Ltd support the principles of corporate governance. The Company's corporate governance statement is contained in the additional corporate governance section of the Annual Report.
Signed at Perth this 29[th] day of September 2015
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Roland Hill Managing Director
11
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of FYI Resources Limited for the year ended 30 June 2015, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
b) any applicable code of professional conduct in relation to the audit.
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Perth, Western Australia N G Neill 29 September 2015 Partner
HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of International, a worldwide organisation of accounting firms and business advisers.
12
Directors' Declaration
-
In the opinion of the directors of FYI Resources Limited (“the Company”):
-
a) the financial statements, notes and the remuneration disclosures (contained in sections A to C of the remuneration report in the Directors’ report), are in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the financial position of the Company as at 30 June 2015 and of its performance, as represented by the results of its operations and its cash flows, for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;
-
-
b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1(c);
-
c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
-
The directors have been given the declarations pursuant to Section 295A of the Corporation Act 2001 for the financial year ended 30 June 2015.
Dated this 29[th] day of September 2015.
Signed in accordance with a resolution of the directors:
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Roland Hill Managing Director
13
Statement of Comprehensive Income
For The Year Ended 30 June 2015
| Note | Consolidated | Consolidated | |
|---|---|---|---|
| 2015 $ |
2014 $ |
||
| Continuing Operations Gain on revaluation of investment property |
250,000 - |
||
| Other income | 2(a) | 5,242 42,685 |
|
| Exploration expense Depreciation expense ASX fees Share based payments Accounting and audit fees |
(232,985) (352,906) (188) (494) (14,637) (12,576) (16,058) - (68,500) (70,250) |
||
| Other administration expenses | 2(b) | (12,229) (59,096) |
|
| Salaries and wages Share registry expenses Rent Legal expenses Impairment of exploration and evaluation expenditure Foreign exchange loss Loss before income tax expense |
(189,000) (255,766) (7,007) (8,268) (18,047) (20,514) (1,109) (1,740) (1,509,804) - - (4,318) |
||
| (1,814,322) (743,243) |
|||
| Income tax benefit / (expense) | 3 | - - |
|
| Net loss for the year Other comprehensive income, net of tax |
(1,814,322) (743,243) |
||
| Items that may be reclassified to profit or loss Exchange differences of translation of foreign operations |
7,443 - |
||
| Other comprehensive income Total comprehensive loss Loss for the year is attributable to: Owners of FYI Resources Ltd |
7,443 - |
||
| (1,806,879) (743,243) |
|||
| (1,761,070) (721,476) |
|||
| Non-controlling interests | (53,252) (21,767) |
||
| Total comprehensive loss for the year is Owners of FYI Resources Ltd |
(1,814,322) (743,243) |
||
| (1,753,627) (721,476) |
|||
| Non-controlling interests | (53,252) (21,767) |
||
| (1,806,879) (743,243) |
|||
| Basic and diluted loss per share (cents per share) |
21 | (2.66) (1.30) |
The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
14
Statement of Financial Position As At 30 June 2015
| Note | Consolidated | Consolidated | |
|---|---|---|---|
| 2015 $ |
2014 $ |
||
| CURRENT ASSETS Cash and cash equivalents Trade and other receivables Assets held for sale Total Current Assets NON-CURRENT ASSETS |
19(a) 4 22 |
25,709 133,995 108,798 65,997 1,000,000 - |
|
| 1,134,507 199,992 |
|||
| Plant and equipment | 5 | - 557 - 750,000 |
|
| Investment property | 6 | ||
| Exploration and evaluation expenditure Total Non-Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses |
7 8 10 11 |
- 1,509,804 |
|
| - 2,260,361 |
|||
| 1,134,507 2,460,353 |
|||
| 584,155 393,764 |
|||
| 584,155 393,764 |
|||
| 584,155 393,764 |
|||
| 550,352 2,066,589 |
|||
| 28,501,043 28,226,459 1,760,834 1,737,333 (29,636,506) (27,875,436) |
|||
| Equity attributable to owners of the parent Non-controlling interests |
625,371 2,088,356 |
||
| (75,019) (21,767) |
|||
| TOTAL EQUITY | |||
| 550,352 2,066,589 |
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
15
Statement of Changes in Equity
For The Year Ended 30 June 2015
| Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | Consolidated | |
|---|---|---|---|---|---|---|---|---|
| Issued Capital |
Accumulated Losses |
Share Based Payments Reserve |
Option Premium Reserve |
Asset Revaluation Reserve |
Foreign Currency Translation Reserve |
Non- controlling interests |
Total | |
| $ | $ | $ | $ | $ | $ | $ | $ | |
| Balance at 1 July 2013 Loss for the year Total comprehensive loss for the year Equity transactions: Shares issued net of transactions costs Balance at 30 June 2014 Balance at 1 July 2014 Loss for the year Other comprehensive income Total comprehensive loss for the year Equity transactions: Shares issued net of transactions costs Share based payments Balance at 30 June 2015 |
27,741,615 (27,153,960) 481,427 834,677 421,229 - - 2,324,988 - (721,476) - - - - (21,767) (743,243) |
|||||||
| - (721,476) - - - - (21,767) (743,243) 484,844 - - - - - - 484,844 |
||||||||
| 28,226,459 (27,875,436) 481,427 834,677 421,229 - (21,767) 2,066,589 |
||||||||
| 28,226,459 (27,875,436) 481,427 834,677 421,229 - (21,767) 2,066,589 - (1,761,070) - - - - (53,252) (1,814,322) - - - - - 7,443 - 7,443 |
||||||||
| - (1,761,070) - - - 7,443 (53,252) (1,806,879) 274,584 - - - - - - 274,584 - - 16,058 - - - - 16,058 |
||||||||
| 28,501,043 (29,636,506) 497,485 834,677 421,229 7,443 (75,019) 550,352 |
The above statement of changes in equity should be read in conjunction with the accompanying notes.
16
Statement of Cash Flows
For The Year Ended 30 June 2015
| Note | Consolidated | Consolidated | |
|---|---|---|---|
| 2015 $ |
2014 $ |
||
| Cash Flows from Operating Activities | |||
| Receipts from customers Payments to suppliers and employees Payments for exploration and evaluation Interest received |
3,400 40,900 (66,576) (148,838) (227,281) (481,593) 1,831 1,785 |
||
| Net cash used in operating activities | 19(b) | (288,626) (587,746) |
|
| Cash Flows from Investing Activities Payments for plant and equipment Net cash used in investing activities Cash Flows from Financing Activities Proceeds from issue of shares Share issue costs Net cash provided by financing activities Net Increase / (decrease) in cash held Cash at the beginning of the financial year Cash at the end of the financial year |
19(a) | - (369) |
|
| - (369) |
|||
| 245,000 515,000 (64,660) (12,912) |
|||
| 180,340 502,088 |
|||
| (108,286) (86,027) 133,995 220,022 |
|||
| 25,709 133,995 |
The above statement of cash flows should be read in conjunction with the accompanying notes.
17
Notes to the Financial Statements For the Year ended 30 June 2015
CORPORATE INFORMATION
The financial report of FYI Resources Limited (“the Company”) for the year ended 30 June 2015 was authorised for issue in accordance with a resolution of the directors on 29 September 2015. FYI Resources Limited is a Company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The nature of the operations and principal activities of the Company during the financial year are mineral exploration and evaluation of properties in Australia.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Preparation
This financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards (including Australian Interpretations). The financial report of FYI Resources Limited complies with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board. The financial report has also been prepared on a historical cost basis, except for land and improvements and available for sale financial assets, which have been measured at fair value. The financial report is presented in Australian dollars, which is the Company’s functional and presentation currency.
b) Adoption of New and Revised Accounting Standards
In the year ended 30 June 2015, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period.
It has been determined by the Directors that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on the Company and, therefore, no change is necessary to Company accounting policies.
The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2015. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on the Company and, therefore, no change necessary to Company accounting policies.
c) Statement of compliance
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).
d) Going Concern
As disclosed in the Statement of Comprehensive Income, the Company recorded operating losses of $1,814,322 (2014: $743,243) and as disclosed in the Statement of Cash Flows, the Company recorded cash outflows from operating activities of $288,626 (2014: $587,746) and cash inflows from financing activities of $180,340 (2014: $502,088). After consideration of these financial conditions, the Directors have assessed the following matters in relation to the adoption of the going concern basis of accounting by the Company:
-
The Company has the ability to complete capital raisings on a timely basis, pursuant to the Corporations Act 2001, as is budgeted to occur in the twelve month period from the date of this financial report. In August 2015, the Company raised $200,000 through the issue of ordinary shares;
-
The Company has a working capital surplus of $550,352 (2014: deficiency $193,772) at balance date and expenditure commitments for the next 12 months of $Nil (2014: $238,052), as disclosed in Note 14 (i), and retains the ability to scale down its operations to conserve cash, in the event that the proposed capital raisings are delayed or partial. Included in current trade and other payables there is $382,379 owing to key management personnel for consulting fees. They have agreed to receive payment once the company has secured suitable funding.
-
The Company has the ability, if required, to undertake mergers, acquisitions or restructuring activity or to wholly or in part, dispose of interests in mineral exploration and development assets;
-
During August 2015, the Company received and accepted an offer to purchase the investment property for $1,000,000. The contract for the sale of land is due to settle on 29 September 2015; and
-
The Company has a bank overdraft facility available of $400,000 which was unused at reporting date.
Due to the above matters, the Directors believe that it is reasonably foreseeable that the company will continue as a going concern and that it is appropriate that this basis of accounting be adopted in the preparation of the financial statements. The directors also anticipate that a further equity raising will be required and will be completed in 2015. Should this equity raising not be completed, there is a material uncertainty that may cast significant doubt as to whether the Company will be able to realise its assets and extinguish its liabilities in the normal course of business.
18
Notes to the Financial Statements For the Year ended 30 June 2015
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
e) Significant Accounting Judgements, Estimates and Assumptions
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Share-based payment transactions
The Company 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 Black and Scholes model, using the assumptions detailed in Note 16.
Valuation of Land and Improvements
The Company’s land and improvements are measured at fair value. The fair value of land and improvements is determined by reference to market based evidence which is the amount for which the assets could be exchanged between a knowledgeable and willing buyer and a knowledgeable and willing seller in an arm’s length transaction. The valuation is prepared by an independent licensed land valuer on a biennial basis.
f) Income Tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
-
when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
-
when the taxable temporary difference is associated with investments in subsidiaries, associates or interest in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:
-
when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
-
when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
19
Notes to the Financial Statements For the Year ended 30 June 2015
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
f) Income Tax (Continued)
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
g) Goods and Services Tax (GST)
Revenue, expenses and assets are recognised net of the amount of GST except:
-
where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
-
receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
h) Revenue
Revenue is recognised to the extent that it is probable that the economic benefit will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Interest income is recognised as it accrues in profit or loss, using the effective interest method.
i) Plant and Equipment
Plant and equipment is stated at cost less accumulated depreciation and any impairment in value.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset as follows:
| Estimated useful life | |
|---|---|
| Plant and equipment | 4 – 5 years |
Impairment The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cashgenerating unit to which the asset belongs.
If any such indication exists and where the carrying values exceed the estimated recoverable amounts, the assets or cashgenerating units are written down to their recoverable amount.
The recoverable amount of plant and equipment is the greater 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.
j) Investment Property
Investment Property is measured at fair value based on periodic valuations by external independent valuers.
20
Notes to the Financial Statements For the Year ended 30 June 2015
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Revaluations
Following initial recognition at cost, land and improvements are carried at a revalued amount which is the fair value at the date of the revaluation less any accumulated impairment losses.
Fair value is determined by reference to market-based evidence, which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation date.
A gain or loss arising from a change in the fair value of investment property shall be recognised in profit or loss for the period in which it arises.
k) Exploration and Evaluation Expenditure
Exploration and evaluation costs, excluding the costs of acquiring licences, are expensed as incurred. Acquisition costs will be assessed on a case by case basis and, if appropriate, they will be capitalised. These acquisition costs are only carried forward only if the rights to tenure of the area of interest are current and either:
-
They are expected to be recouped through successful development and exploitation of the area of interest or alternatively, by its sale; or
-
The activities in the area of interest at the reporting date have not 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
Accumulated acquisition costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.
The carrying values of acquisition costs are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
l) Trade and other receivables
Trade receivables, which generally have 30-90 day terms, are carried at amortised cost using the effective interest method less impairment losses.
m) Share-based Payments
Share-based compensation benefits are provided to directors and executives.
The fair value of options granted to directors and executives is recognised as an employee benefit expense with a corresponding increase in equity over the vesting period. The fair value is measured at grant date and recognised over the period during which the directors and/or executives becomes unconditionally entitled to the options.
The fair value at grant date is independently determined using an option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected divided yield and the risk-free interest rate for the term of the option.
n) Cash and Cash Equivalents
Cash and cash equivalents in the statement of financial position includes cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
o) Loss per Share
Basic loss per share is calculated as net result attributable to the Company, adjusted to exclude costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.
Diluted loss per share is calculated as net result attributable to members, adjusted for:
-
costs of servicing equity (other than dividends);
-
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
21
Notes to the Financial Statements For the Year ended 30 June 2015
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
- other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
p) Trade and Other Payables
Trade payables and other payables are carried at amortised cost. They represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months.
q) Impairment of Assets
At each balance date, the Company assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Company makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset’s value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or group of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
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. Impairment losses relating to continuing operations are recognised in the statement of comprehensive income.
An assessment is also made at each balance date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss.
r) Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
When the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
s) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of FYI Resources Ltd.
t) Issued Capital
Ordinary shares are classified as equity. Incremental costs directory attributably to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
22
Notes to the Financial Statements For the Year ended 30 June 2015
2. REVENUE & EXPENSES
| 2. REVENUE & EXPENSES |
|||
|---|---|---|---|
| Consolidated | |||
| 2015 $ |
2014 $ |
||
| (a) Revenue Interest received Recovery of debt previously provided for Other income |
1,831 1,785 - 40,500 3,411 400 |
||
| 5,242 42,685 |
|||
| Gain on revaluation of investment property | |||
| 250,000 - |
|||
| (b) Other Administration Expenses Corporate Administration costs Insurance Other administration (recovered) / expenses |
14,112 14,394 (1,883) 44,702 12,229 59,096 |
||
| 3. INCOME TAXES |
The prima facie income tax benefit on pre-tax accounting loss from operations reconciles to the income tax expense in the financial statements as follows:
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Accounting loss before tax Income tax benefit at 30% (2014: 30%) |
(1,814,322) (743,243) |
|
| 544,297 222,973 (839) (222) (4,817) - (23,813) 22,923 75,000 - (452,941) - (136,887) (245,674) |
||
| Tax effect of: Non-deductible expenses |
||
| Share based payment | ||
| Deductible temporary differences (net) | ||
| Gain on investment property | ||
| Impairment of exploration and evaluation expenditure |
||
| Deferred tax asset not recognised | ||
| Income tax benefit / (expense) attributable to loss from ordinary activities before tax |
||
| - - |
||
| Unrecognised deferred tax balances | Consolidated | |
| 2015 $ |
2014 $ |
|
| Tax losses carried forward Potential Income tax benefit at 30% (2014: 30%) |
7,595,275 7,364,258 |
|
| 2,278,583 2,209,277 |
These deferred tax assets will only be obtained if:
(i) Future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised; (ii) The conditions for deductibility imposed by tax legislation continue to be complied with; and
(iii) No changes in tax legislation adversely affect the Company in realising the benefit.
23
Notes to the Financial Statements For the Year ended 30 June 2015
4. TRADE AND OTHER RECEIVABLES
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Current Prepaid expenses Trade receivables Allowance for impairment Other receivables |
53,343 45,443 8,116 8,116 (8,116) (8,116) 55,455 20,554 |
|
| 108,798 65,997 |
Trade and sundry receivables are non interest bearing and are generally received on 30-60 day terms.
5. PLANT AND EQUIPMENT
| 5. PLANT AND EQUIPMENT |
||
|---|---|---|
| Consolidated | ||
| Plant & Equipment $ |
Total $ |
|
| Year ended 30 June 2014 | ||
| At 1 July 2013, net of accumulated depreciation Additions Depreciation charge for the year At 30 June 2014, net of accumulated depreciation |
682 682 369 369 (494) (494) |
|
| 557 557 |
||
| Year ended 30 June 2015 | ||
| At 1 July 2014, net of accumulated depreciation Effects of movement in foreign exchange Depreciation charge for the year At 30 June 2015, net of accumulated depreciation |
557 557 (369) (369) (188) (188) |
|
| - - |
||
| At 30 June 2014 | ||
| Cost / Fair value Accumulated depreciation |
2,504 2,504 (1,947) (1,947) |
|
| Net carrying amount At 30 June 2015 |
557 557 |
|
| Cost / Fair value Accumulated depreciation |
2,135 2,135 (2,135) (2,135) |
|
| Net carrying amount | - - |
6. INVESTMENT PROPERTY
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Land At start of period Revaluation Transferred to Assets held for sale Balance at 30 June 2015 |
750,000 750,000 250,000 - (1,000,000) - |
|
| - 750,000 |
24
Notes to the Financial Statements For the Year ended 30 June 2015
6. INVESTMENT PROPERTY CONTINUED
During August 2015, the Company received and accepted an offer to purchase the investment property for $1,000,000. The contract for sale of the land is due to settle on 26 October 2015.
If land was measured using the cost model the carrying amount would be as follows:
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Land Net carrying amount on cost basis |
262,893 262,893 |
|
| 262,893 262,893 |
Non-current assets pledged as security
Refer to note 19(c) for information on non-current assets pledged as security by the Company.
7. EXPLORATION AND EVALUATION EXPENDITURE
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Current Acquisition costs carried forward in respect of Exploration and Evaluation Phase – At Cost Balance at beginning and end of year Expenditure written off |
1,509,804 1,509,804 (1,509,804) - |
|
| - 1,509,804 |
In December 2014, the Company surrendered the tenements and as a result the carrying value was written down to $Nil.
8. TRADE AND OTHER PAYABLES
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Current Trade and other payables Director related payables Accruals |
60,422 96,434 382,379 257,950 141,354 39,380 |
|
| 584,155 393,764 |
Trade payables are non-interest bearing and most suppliers have 30 day terms.
25
Notes to the Financial Statements For the Year ended 30 June 2015
9. DEFERRED TAX LIABILITIES
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Deductions Doubtful debts Tax losses Provision for expenses Deferred tax assets offset against deferred tax liabilities Deferred tax liability offset against deferred tax asset Deferred tax assets not recognised1 Exploration costs Investment property Net deferred tax asset/(liabilities) |
30,490 13,917 2,435 2,435 2,278,583 2,209,277 42,415 11,037 - - - - (2,132,791) (1,637,593) |
|
| 221,132 599,073 - (452,941) 78,868 (146,132) |
||
| 78,868 (599,073) |
||
| 300,000 - |
||
1 to the extent of offsetting deferred tax liabililites. Full details of deferred tax assets not recognised are outlined in Note 3.
10. ISSUED CAPITAL
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| 69,751,118 (30 June 2014: 63,311,118) fully paid ordinary shares |
28,501,043 28,226,459 |
|
| (i) Ordinary shares - number | Consolidated | |
| 2015 No. |
2014 No. |
|
| At start of period | 63,311,118 53,011,118 |
|
| 5,300,000 shares issued at 5 cents per share on 25 October 2013 5,000,000 shares issued at 5 cents per share on 28 May 2014 4,900,000 shares issued at 5 cents per share on 29 September 2014 1,540,000 shares issued at 5 cents per share on 29 September 2014 |
- 5,300,000 - 5,000,000 4,900,000 - 1,540,000 - |
|
| Balance at 30 June 2015 | 69,751,118 63,311,118 |
26
Notes to the Financial Statements For the Year ended 30 June 2015
10 ISSUED CAPITAL CONTINUED
| (ii) Ordinary shares – value | Consolidated | Consolidated |
|---|---|---|
| 2015 $ |
2014 $ |
|
| At start of period | 28,226,459 27,741,615 |
|
| 5,300,000 shares issued at 5 cents per share on 25 October 2013 5,000,000 shares issued at 5 cents per share on 28 May 2014 4,900,000 shares issued at 5 cents per share on 29 September 2014 1,540,000 shares issued at 5 cents per share on 29 September 2014 Costs of shares issued |
- 265,000 - 250,000 245,000 - 77,000 - (47,416) (30,156) |
|
| Balance at 30 June 2015 | 28,501,043 28,226,459 |
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.
| Options - number | Consolidated | Consolidated |
|---|---|---|
| 2015 No. |
2014 No. |
|
| At start of period | - 4,000,000 |
|
| Expired 1 January 2014 Issue of options 3 October 2014 |
- (4,000,000) 2,250,000 - |
|
| Balance at 30 June 2015 | 2,250,000 - |
|
| Option details at 30 June 2015 - |
Option holders do not have any rights, by virtue of their option holding, to vote at a meeting of the Company.
Share Options
For details of the share based payment option scheme under which options to subscribe for the Company shares are granted to directors and executives, refer to note 16.
11. RESERVES
| Consolidated | Consolidated | |
|---|---|---|
| 2015 | 2014 | |
| $ | $ | |
| Share based premium reserve Option premium reserve Asset revaluation reserve |
497,485 481,427 834,677 834,677 421,229 421,229 |
|
| Foreign Currency Translation Reserve | 7,443 - |
|
| Reserves | ||
| 1,760,834 1,737,333 |
27
Notes to the Financial Statements For the Year ended 30 June 2015
11. RESERVES CONTINUED
Nature and purpose of reserves
Share based payment reserve
The share based payments reserve is used to record the value of share based payments. The reserve includes grant of options to directors and employees, including key management personnel, as part of their remuneration.
Option premium reserve
The option premium reserve is used to record premiums received when options are issued to shareholders at a premium.
Asset revaluation reserve
The asset revaluation reserve is used to record increases in the fair value of assets and decreases to the extent that such decreases relate to an increase on the same assets previously recognised in equity.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of loans to foreign subsidiaries that are expected to be repaid in the long term and the translation of the financial statements of foreign subsidiaries.
12. DIVIDENDS
No dividends were paid or provided for during the year (2014: nil).
13. SEGMENT INFORMATION
Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of FYI Resources Ltd.
The Company operates in one business and two geographical segments being mineral exploration and evaluation of properties in Australia and Asia. The Company considers its business operations in mineral exploration to be its primary reporting function.
During the period the principal activities of the Company consisted of mineral exploration of existing projects in Australia and the evaluation of new projects in Australia and overseas. During the period, the Company identified an opportunity to secure a number of mineral properties in Thailand considered to be prospective for high grade, large tonnage potash deposits. The Company invested in FYI Thailand Pty Ltd, a 100% owned subsidiary, which is incorporated in Australia. FYI Thailand Pty Ltd invested in West Mekong Minerals Ltd, a 49% owned subsidiary and East Siam Minerals Ltd, a 49% owned subsidiary, which are both incorporated in Thailand.
The following tables present revenue and profit information and certain asset and liability information regarding business segments for the years ended 30 June 2015 and 30 June 2014.
28
Notes to the Financial Statements For the Year ended 30 June 2015
13. SEGMENT INFORMATION CONTINUED
| Mineral Exploration and Evaluation Mineral Exploration and Evaluation Australia Asia $ $ Continuing Operations |
Mineral Exploration and Evaluation Mineral Exploration and Evaluation Australia Asia $ $ Continuing Operations |
Unallocated Items $ |
Total $ |
|
|---|---|---|---|---|
| Year ended 30 June 2015 Revenue Gain on investment property - - 250,000 250,000 Other - - 3,411 3,411 Segment net operating loss after tax (1,532,088) (210,701) (71,533) (1,814,322) Interest revenue - - 1,831 1,831 Depreciation - - (188) (188) Income tax benefit/(expense) - - - - Discontinued operations after income tax - - - - Segment assets - 50,481 1,084,026 1,134,507 Segment liabilities 90 57,534 526,531 584,155 Cashflow information |
||||
| Net cash used in operating activities (11,452) (215,829) (61,345) (288,626) |
||||
| Net cash provided by investing activities - - - - Net cash provided by financing activities - - 180,340 180,340 |
||||
| Continuing Operations | ||||
| Mineral Exploration and Evaluation Australia $ |
Mineral Exploration and Evaluation Asia $ |
Unallocated Items $ |
Total $ |
|
| Year ended 30 June 2014 Revenue Other - - 40,900 40,900 Segment net operating loss after tax (188,648) (164,258) (390,337) (743,243) Interest revenue - - 1,785 1,785 Depreciation - - (494) (494) Income tax benefit/(expense) - - - - Segment assets 1,555,063 45,259 905,290 2,505,612 |
||||
| Segment liabilities 17,446 - 376,318 393,764 |
||||
| Cashflow information | ||||
| Net cash used in operating activities (481,593) - (106,153) (587,746) |
||||
| Net cash provided by investing activities - - (369) (369) Net cash provided by financing activities - - 502,088 502,088 |
29
Notes to the Financial Statements For the Year ended 30 June 2015
14. EXPENDITURE COMMITMENTS
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| (i) Capital Expenditure Commitments Exploration Tenements In order to maintain current rights of tenure to exploration tenements, the Company is required to outlay rentals and to meet the minimum expenditure requirements. These obligations are not provided for in the financial statements and are payable: |
||
| - not later than 12 months - between 12 months and 5 years |
- 238,052 - 952,208 |
|
| - 1,190,260 |
||
| Consolidated | ||
| 2015 $ |
2014 $ |
(ii) Other Commitments
Commitments for the payment of project implementation fees for a contract in existence at the reporting date but not recognised as liabilities, payable:
| - not later than 12 months - between 12 months and 5 years |
- 27,240 - - |
|---|---|
| - 27,240 |
15. REMUNERATION OF AUDITOR
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Amounts received or due and receivable by HLB Mann Judd for: Audit or review of the financial reports of the Company |
24,000 23,450 |
|
| 24,000 23,450 |
16. SHARE BASED PAYMENTS
Executive and Director Share Based Payment Plan
An Executive and Director Equity-settled Share Based Payment Plan (“the Plan”) has been established where the Company, at the discretion of the Directors, may grant options over the ordinary shares of the Company to executives and directors of the Company. The Company has adopted this plan to enable executives and directors to acquire an ownership interest in the Company. The options issued under the Plan are not quoted on the ASX.
The expense recognised in the statement of comprehensive income in relation to share-based payments is $16,058 (2014: $NIL).
30
Notes to the Financial Statements For the Year ended 30 June 2015
16. SHARE BASED PAYMENTS CONTINUED
The following share-based payment arrangements were in place during the current and prior periods:
| Number | Grant date | Expiry date | Exercise Price |
Fair value at grant date |
|
|---|---|---|---|---|---|
| Key Executive Options | 1,000,000 | 20-Jun-11 | 01-Jan-14 | $0.15 | $0.03 |
| Key Executive Options | 3,000,000 | 20-Jun-11 | 01-Jan-14 | $0.15 | $0.04 |
| Director Options | 2,250,000 | 03-Oct-14 | 22-Sep-16 | $0.08 | $0.05 |
The following table illustrates the number and weighted average exercise prices of and movements in share options issued during the year:
| 2015 Number |
2015 Weighted average exercise price |
2014 Number |
2014 Weighted average exercise price |
|
|---|---|---|---|---|
| Outstanding at the beginning of the year Granted during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year |
- - 4,000,000 $0.15 2,250,000 $0.08 - - - - (4,000,000) $0.15 2,250,000 $0.08 - 2,250,000 - |
The fair value of the equity-settled share options is estimated as at the date of grant using the Black and Scholes model taking into account the terms and conditions upon which the options were granted.
17. DIRECTOR AND EXECUTIVE DISCLOSURES
Details of Key Management Personnel for the year ended 30 June 2015 Directors
Name
Position
E Babington Chairman (Non-Executive) D Sargeant Director (Non-Executive) A Jessup Director (Non-Executive) R Hill Managing Director
Compensation of Key Management Personnel by category
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Short-term Post-employment Share-based payment |
189,000 283,500 - 2,266 16,058 - |
|
| 205,058 285,766 |
The amounts outstanding to Key Management Personnel at the reporting date are included in Note 18.
31
Notes to the Financial Statements For the Year ended 30 June 2015
18. RELATED PARTY TRANSACTIONS
The consolidated financial statements include the financial statements of FYI Resources Ltd and the subsidiaries listed in the following table.
| Controlled entities | Country of incorporation |
Percentage Owned | Percentage Owned |
|---|---|---|---|
| 30/06/2015 % |
30/06/2014 % |
||
| Parent Entity: FYI Resources Ltd Australia |
|||
| Subsidiaries of FYI Resources Ltd: FYI Thailand Pty Ltd Australia which owns West Mekong Minerals Ltd Thailand |
100 100 49 49 |
||
| East Siam Minerals Ltd Thailand |
49 - |
The Company finances the operations of FYI Thailand Pty Ltd and thus this company has unsecured borrowings from the Company that are interest free and at call. The ability of this controlled entity to repay debts due to the company (and other parties) will be dependent on the commercialisation of the prospecting licences owned by the subsidiary.
| Company | Company | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | ||||||||
| Amounts owed by / (to) Related Parties | $ | $ | |||||||
| Subsidiaries | |||||||||
| FYI Thailand Pty Ltd | 404,249 | 215,507 | |||||||
| West Mekong Minerals Ltd | - | - | |||||||
| East Siam Minerals Ltd | - | - | |||||||
| 404,249 | 215,507 | ||||||||
| Directors and specified | executives | ||||||||
| Disclosures relating to the remuneration and shareholding of directors and specified executives are | set out in the Directo | ||||||||
| Empire Resources Ltd has a 17% interest in FYI Resources Ltd (2014: 19%). | The Company reimburses Empire Resour | ||||||||
| office costs and exploration costs incurred by them on behalf of FYI Resources Ltd. These transactions are made at m | |||||||||
| market prices and on normal commercial terms. | |||||||||
| The following table provides the total amount of transactions that were entered into with related | parties for the releva | ||||||||
| year: | |||||||||
| Purchase of | Reimbursement of | ||||||||
| tenement from | Expenditure to | Amounts owed by | Amounts Owed to | ||||||
| Related party | Related Parties | Related Parties | Related Parties | Related parties | |||||
| $ | $ | $ | $ | ||||||
| Empire Resources Ltd | 2015 | - | 22,665 | - | 1,744 | ||||
| 2014 | - | 68,323 | - | 12,366 |
Disclosures relating to the remuneration and shareholding of directors and specified executives are set out in the Directors’ Report.
Empire Resources Ltd has a 17% interest in FYI Resources Ltd (2014: 19%). The Company reimburses Empire Resources Ltd the office costs and exploration costs incurred by them on behalf of FYI Resources Ltd. These transactions are made at made normal market prices and on normal commercial terms.
The following table provides the total amount of transactions that were entered into with related parties for the relevant financial year:
32
Notes to the Financial Statements For the Year ended 30 June 2015
18. RELATED PARTY TRANSACTIONS CONTINUED
The following table provides the amounts outstanding at the reporting date in relation to transactions with related parties:
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Amounts payable to Key Management Personnel: E Babington |
30,000 - |
|
| Kirkdale Holdings Pty Ltd Murilla Exploration Pty Ltd D Sparling Capstone Capital Pty Ltd1 |
38,791 13,475 38,588 13,475 12,250 12,250 275,000 231,000 |
|
| 394,629 270,200 |
||
| Consolidated | ||
| 2015 $ |
2014 $ |
|
| Amounts paid to Directors for Directors Fees: E Babington |
30,000 - |
|
| Kirkdale Holdings Pty Ltd Murilla Exploration Pty Ltd D Sparling Amount paid to CEO for management fees: Capstone Capital Pty Ltd1 |
24,500 24,500 24,500 24,500 - 24,500 110,000 180,000 |
|
| 189,000 253,500 |
Capstone Capital Pty Ltd[1 ] –In July 2014, Mr Hill agreed to forego fees of $77,000 and to settle an amount of $77,000 by the issue of 1,540,000 shares in the Company.
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| Other transactions with Directors The Director, Mr Babington was a partner of Cullen Babington Macleod which has provided legal services to the company on normal commercial terms. This excludes fees included as remuneration noted under section B of the Directors report |
5,787 - |
|
| 5,787 - |
33
Notes to the Financial Statements For the Year ended 30 June 2015
19. NOTES TO THE STATEMENT OF CASH FLOWS
| Consolidated | Consolidated | |
|---|---|---|
| 2015 $ |
2014 $ |
|
| (a) Reconcilation to Statement of Cash Flows For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand and at bank. Cash and cash equivalents as shown in the statement of cash flows are reconciled to the related items in the statement of financial position as follows: Cash and cash equivalents |
25,709 133,995 |
|
| (b) Reconciliation of loss after income tax to net cash flows from operating activities: |
||
| Consolidated | ||
| 2015 $ |
2014 $ |
|
| Loss after income tax Share based payments Gain on investment property Depreciation Impairment of exploration and evaluation expenditure Movements in Assets and Liabilities Trade and other receivables Trade and other payables Provisions Net cash outflow from operating activities |
(1,814,322) (743,243) 16,058 - (250,000) - 188 494 1,509,804 - (28,004) (47,491) 277,650 202,494 - - |
|
| (288,626) (587,746) |
||
| Consolidated | ||
| 2015 $ |
2014 $ |
|
| (c) Financing Facilities At balance date, the following financing facilities had been negotiated and were available: Total Facilities Bank overdraft Used at reporting date Unused at reporting date |
400,000 400,000 Nil Nil 400,000 400,000 |
Details of Financing Facilities
The overdraft is secured on the freehold investment property owned by the Company and is reviewed annually. The overdraft is secured by a registered mortgage over the Baldivis land in favour of National Australia Bank.
34
Notes to the Financial Statements For the Year ended 30 June 2015
20. FINANCIAL RISK MANAGEMENT
Overview
The Company has exposure to the following risks from their use of financial instruments:
-
Credit risk
-
Liquidity risk
-
Market risk
This note presents information about the Company’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Management monitors and manages the financial risks relating to the operations of the Company through regular reviews of the risks.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities.
Investments
The Company limits its exposure to credit risk by only investing with counterparties that have an acceptable credit rating. Cash and cash equivalents are held with National Australia Bank which is an Australian bank with an AA credit rating (Standard & Poor’s). Cash and cash equivalents are held with BankWest which is an Australian bank with an AA- credit rating (Standard & Poor’s).
Trade and other receivables
During the last three financial years the Company has sold some equipment and has a small exposure to trade receivables at 30 June 2015.
The Company has established an allowance for impairment that represents their estimate of incurred losses in respect of other receivables and investments. The components of this allowance may include a specific loss component that relates to individually significant exposures.
Exposure to credit risk
The carrying amount of the Company’s financial assets represents the maximum credit exposure. The Company’s maximum exposure to credit risk at the reporting date was:
| exposure to credit risk at the reporting date was: | ||
|---|---|---|
| Company | ||
| 2015 $ |
2014 $ |
|
| Cash & cash equivalents Trade and other receivables |
25,709 133,995 108,798 65,997 |
Impairment losses
There are none of the Company’s other receivables past due (2014: $Nil).
An impairment loss of $Nil (2014: $Nil) has been recognised in respect of trade receivables.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows.
Typically the Company ensures it has sufficient cash on demand to meet expected operational expenses for a period of 90 days.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Currency risk
As a result of controlled entities in Thailand and purchases in Thai Baht, the Group’s statement of financial position can be affected by movements in the Thai Baht / AUD exchange rates. The Group does not have a policy to enter into forward foreign exchange contracts.
35
Notes to the Financial Statements For the Year ended 30 June 2015
20. FINANCIAL RISK MANAGEMENT CONTINUED
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the balance date expressed in Australian dollars are as follows:
Thai Baht
| Consolidated | Consolidated | Consolidated | Consolidated |
|---|---|---|---|
| Liabilities | Assets | ||
| 2015 $ |
2014 $ |
2015 $ |
2014 $ |
| (47,299) (7,250) 45,108 33,535 |
At 30 June 2015 and 30 June 2014, had the Australian dollar moved up or down by 10%, with all other variables held constant, post tax result and equity would have not been materially affected.
Interest rate risk
The Company is exposed to interest rate risk due to variable interest being earned on its assets held in cash and cash equivalents.
The Company has currently has no borrowings.
Profile
At the reporting date the interest rate profile of the Company’s interest bearing financial instruments was:
| Company | Company | Company | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | |||||||||
| $ | $ | |||||||||
| Fixed rate instruments | ||||||||||
| Financial assets | - | - | ||||||||
| Variable rate instruments | ||||||||||
| Financial assets | 25,709 | 133,995 | ||||||||
| Interest Rate Risk | ||||||||||
| Where possible the Company enters | into fixed interest rate deposits to | reduce its | exposure to in | |||||||
| Company’s exposure to interest rate risk, which is the risk that a | financial instrument's value will fluctu | |||||||||
| market interest rates, and the effective | weighted average interest | rates on | these financial | instruments, | ||||||
| Weighted | ||||||||||
| Average | ||||||||||
| Effective | Floating | Non-interest | ||||||||
| Company 30 June 2015 | Interest Rate | Interest Rate | bearing | Total | ||||||
| $ | $ | $ | ||||||||
| Financial Assets: | ||||||||||
| Cash & cash equivalents | 1.7% | 25,709 | - | 25,709 | ||||||
| Trade and other receivables | - | - | 108,798 | 108,798 | ||||||
| Total Financial Assets | 25,709 | 108,798 | 134,507 | |||||||
| Financial Liabilities: | ||||||||||
| Trade and other payables | - | - | 584,155 | 584,155 | ||||||
| Total financial liabilities | - | 584,155 | 584,155 | |||||||
| Net Financial Assets (liabilities) | 25,709 | (475,357) | (449,648) |
Where possible the Company enters into fixed interest rate deposits to reduce its exposure to interest rate fluctuations. The Company’s exposure to interest rate risk, which 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 rates on these financial instruments, are as follows:
36
Notes to the Financial Statements For the Year ended 30 June 2015
20. FINANCIAL RISK MANAGEMENT CONTINUED
| Company 30 June 2014 | Weighted Average Effective Interest Rate |
Floating Interest Rate $ |
Non-interest bearing $ |
Total $ |
|---|---|---|---|---|
| Financial Assets: Cash & cash equivalents 1.7% 133,995 - 133,995 Trade and other receivables - - 65,997 65,997 Total Financial Assets 133,995 65,997 199,992 Financial Liabilities: Trade and other payables - - 393,764 393,764 Total financial liabilities - 393,764 393,764 Net Financial Assets (liabilities) 133,995 (327,767) (193,772) |
||||
| 133,995 65,997 199,992 |
||||
- 393,764 393,764 |
||||
| - 393,764 393,764 |
||||
| 133,995 (327,767) (193,772) |
Fair value sensitivity analysis for fixed rate instruments
The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Company does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model Therefore a change in interest rates at the reporting date would not affect profit or loss.
A change of 100 basis points in interest rates would have increased or decreased the Company’s equity by $1,108 (2014: $1,069)
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, remain constant. The analysis is performed on the same basis for 2014.
| 100bp 100bp increase decrease Profit or Loss |
100bp 100bp increase decrease Equity |
|
|---|---|---|
| 30 June 2015 Variable rate instruments 1,103 (1,103) 1,103 (1,103) 30 June 2014 Variable rate instruments 1,069 (1,069) 1,069 (1,069) |
Fair values versus carrying amounts
The fair values of financial assets and liabilities are as per the carrying amounts shown in the statement of financial position.
Other market price risk
Other Equity price risk is the risk that the value of the instrument will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk), whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market.
Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The Company defines return on capital as net operating income divided by total shareholders equity.
There were no changes in the Company’s approach to capital management during the year. The Company is not subject to externally imposed capital requirements.
37
Notes to the Financial Statements For the Year ended 30 June 2015
21. LOSS PER SHARE
Basic loss per share amounts are calculated by dividing the net result for the year attributable to ordinary equity holders of the Company (after deducting interest on the convertible redeemable preference shares) by the weighted average number of ordinary shares outstanding during the year.
Diluted loss per share amounts are calculated by dividing the net result attributable to ordinary equity holders of the Company (after deducting interest on the convertible redeemable preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted loss per share computations:
| Company | Company | |
|---|---|---|
| 2015 Cents |
2014 Cents |
|
| Basic loss per share Loss used in the calculation of basic EPS Weighted average number of shares outstanding during the year used in calculations of basic loss per share |
(2.66) (1.30) |
|
| (1,814,322) (743,243) |
||
| 68,145,529 57,064,269 |
22. SUBSEQUENT EVENTS
In August 2015, the Company raised $200,000 through the issue of 6,666,668 fully paid ordinary shares at an issue price of $0.03 per share to sophisticated investors.
During August 2015 the Company received and accepted an offer to purchase the investment property for $1,000,000. The contract for sale of the land is due to settle on 26 October 2015.
Other than this, no matter or circumstance has arisen, since the end of the financial year, which significantly affected, or may significantly affect, the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years.
23 CONTINGENCIES
In the opinion of the directors there were no contingent liabilities at the date of the report.
38
Notes to the Financial Statements For the Year ended 30 June 2015
24 PARENT ENTITY DISCLOSURES
Financial position
| Financial position | |||
|---|---|---|---|
| Company | |||
| 2015 | 2014 | ||
| $ | $ | ||
| CURRENT ASSETS Cash and cash equivalents Trade and other receivables Assets held for sale Total Current Assets NON-CURRENT ASSETS Other financial assets Investments Property, plant and equipment |
13,527 127,665 41,257 18,506 1,000,000 - |
||
| 1,054,784 146,171 |
|||
| 404,249 215,507 2 2 - 188 |
|||
| Investment property | - 750,000 |
||
| Exploration and evaluation expenditure Total Non-Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Loss before income tax expense Income tax benefit / (expense) Loss after tax |
- 1,509,804 |
||
| 404,251 2,475,501 |
|||
| 1,459,035 2,621,672 |
|||
| 536,856 386,514 |
|||
| 536,856 386,514 |
|||
| 536,856 386,514 |
|||
| 922,179 2,235,158 |
|||
| 28,501,043 28,226,459 1,753,391 1,737,333 (29,332,255) (27,728,634) |
|||
| 922,179 2,235,158 |
|||
| (1,603,621) (574,674) - - |
|||
| (1,603,621) (574,674) |
39
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INDEPENDENT AUDITOR’S REPORT
To the members of FYI Resources Limited
Report on the Financial Report
We have audited the accompanying financial report of FYI Resources Limited (“the company”), which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration for the consolidated entity. The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ responsibility for the financial report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error.
In Note 1(c), the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements , that the financial report complies 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 company’s preparation and fair presentation of the financial report 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 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.
Our audit did not involve an analysis of the prudence of business decisions made by directors or management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .
HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of International, a worldwide organisation of accounting firms and business advisers.
40
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Auditor’s opinion
In our opinion:
-
(a) the financial report of FYI Resources Limited 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 2015 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 financial report also complies with International Financial Reporting Standards as disclosed in Note 1(c).
Emphasis of Matter
Without qualification to the opinion expressed above, we draw attention to Note 1 (d) which indicates that in order to continue as a going concern additional funding will be required. If the Company is unsuccessful in deriving sufficient additional funding for its operations, there exists a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern and realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the financial report.
Report on the Remuneration Report
We have audited the remuneration report included in the directors’ report for the year ended 30 June 2015. 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.
Auditor’s opinion
In our opinion the remuneration report of FYI Resources Limited for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001 .
==> picture [217 x 55] intentionally omitted <==
HLB Mann Judd Chartered Accountants
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N G Neill Partner
Perth, Western Australia 29 September 2015
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Corporate Governance
The primary responsibility of the Board is to represent and advance shareholders’ interests and to protect the interests of all stakeholders. To fulfil this role, the Board is responsible for the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of these goals.
The Company has established a set of corporate governance policies and procedures that are based on the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ("Principles & Recommendations ").
Corporate Governance Compliance
A description of the Company's main corporate governance practices are set out below. All these practices, unless otherwise stated, have been in place for financial year ended 30 June 2015. The Company has considered the ASX Corporate Governance Principles and the corresponding Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.
Disclosure of Corporate Governance Practices
| Principle | Conform | Disclosure |
|---|---|---|
| 1. Lay Solid Foundations for Management and Oversight |
||
| 1.1 A listed entity should disclose: (a) The respective roles and responsibilities of its Board and management; and (b) Those matters expressly reserved for the Board and those delegated to management. |
Yes | The Directors are responsible to the shareholders for the performance of the Company in both the short and the longer term and seek to balance sometimes competing objectives in the best interests of the Company as a whole. Their focus is to enhance the interests of shareholders and other key stakeholders and to ensure the Company is properly managed. The Board has sole responsibility for the following: Appointing and removing the Managing Director and any other executives and approving their remuneration; Appointing and removing the Company Secretary and Chief Financial Officer and approving their remuneration; Determining the strategic direction of the Company and measuring performance of management against approved strategies; Review of the adequacy of resources for management to properly carry out approved strategies and business plans; Adopting operating and capital expenditure budgets at the commencement of each financial year and monitoring the progress by both financial and non-financial key performance indicators; Monitoring the Company’s medium term capital and cash flow requirements; Approving and monitoring financial and other reporting to regulatory bodies, shareholders and other organisations; Determining that satisfactory arrangements are in place for auditing the Company’s financial affairs; Review and ratify systems of risk management and internal compliance and control, codes of conduct and compliance with legislative requirements; and Ensuring that policies and compliance systems consistent with the Company’s objectives and best practice are in place and that the Company and its officers act legally, ethically and responsibly on all matters. Day to day management of the Company’s affairs and the implementation of the corporate strategy and policy initiatives are undertaken by the CEO and his performance is monitored and evaluated by the Board. Some Board functions may be handled through Board Committees. These committees are appointed when the size and scale of operations requires. However, the Board as a whole is responsible for determining the extent of powers residing in each Committee and is ultimately responsible for accepting, modifying or rejecting Committee recommendations. |
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| 1.2 A listed entity should: (a) Undertake appropriate checks before appointing a person, or putting forward for security holders a candidate for election, as a director ; and (b) Provide security holders with all material information in its procession relevant to a decision on whether or not to elect or re- elect a director |
Yes | (a) The Company undertakes checks on any person who is being considered as a director. These checks may include good fame and character, experience, education and financial history and background. (b) All material information relevant to a decision on whether or not to elect or re-elect a Director is provided to security holders in a Notice of Meeting pursuant to which the resolution to elect or re-elect a Director will be voted on. |
|---|---|---|
| 1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
Yes | Each senior executive and executive Director has a formal employment contract and non-executive Directors have a letter of appointment. |
| 1.4 The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
Yes | The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. |
| 1.5 A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. |
No | The Company has not adopted a formal diversity policy. The Company respects and values the benefit of diversity throughout the Company in order to enrich the Company’s perspective, improve corporate performance, increase Shareholder value and maximise the probability of achievement of the Company’s goals. However, given the size and nature of the Company’s current operations, the Company has not implemented a formal policy or set measurable goals with respect to diversity. The Company has four Directors all of whom are male. One of the Directors is also the CEO. The Company has no other employees. |
| 1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
Yes | The Chairman is responsible for evaluation of the Board and committees as and when considered appropriate. The review is based on the goals for the Board and individual Directors. The goals are based on corporate requirements and any areas for improvement that may be identified. The Chairman will provide each Director with confidential feedback on his or her performance. No formal review was undertaken during the reporting period. Evaluation of the Board is currently carried out on a continuing and informal basis. A formal process will be put in place when the Board considers it is justified by the level of the Company’s operations. |
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| 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. |
Yes | The Board is responsible for the evaluation of senior executives. No formal periodic review of senior executives was undertaken during the reporting period with evaluation of management carried out on continuing basis by the Chairman. All directors and senior executives report to the Board as to their area of responsibility at each Board meeting, if required. |
|---|---|---|
| 2. Structure the Board to Add Value |
||
| 2.1 The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. |
No Yes |
A nomination committee has not been established. The current size and composition of the Board does not allow for a suitably constituted nomination committee and the committee is not warranted given the level of operations of the Company. The role and processes of a nomination committee has been assumed by the full Board. When circumstance require, the Board considers the necessary skills, knowledge and experience of the Board and management and seeks to fill any gaps in these areas as appropriate. |
| 2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. |
Yes | The Board has identified that the appropriate mix of skills and diversity required of its members to operate effectively and efficiently is achieved by personnel having substantial skills and experience in operational management, exploration and geology, corporate law, finance, listed resource companies, corporate governance and equity markets as well as time availability. The current Board composition adequately addresses these areas. If and when there is a change in the Company’s business and/or level of operations, the Board will reconsider the skills matrix and ensure the Board has members with the appropriate skills and experience. A profile of each Director setting out their skills, experience and expertise is set out in the Directors Report of the 2015 Annual Report. |
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| 2.3 A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
Yes | The current following Board members and their date of appointment are: Edmund Babington Non-Executive Chairman 1 July 2014 Roland Hill Managing Director/CEO 1 July 2014 Adrian Jessup Non-executive Director 30 November 2009 David Sargeant Non-executive Director 30 November 2009 The Board has assessed the independence status of the directors in terms of the ASX Corporate Governance Council's discussion of independent status and has determined that Mr Edmund Babington is an independent director. |
|---|---|---|
| 2.4 A majority of the board of a listed entity should be independent directors. |
No | The Company does not have a majority of independent directors. The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the appointment and further expense of additional independent Non-executive Directors. The Board believes that the individuals on the Board can make, and do make, quality and independent judgments in the best interests of the Company on all relevant issues. |
| 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. |
Yes | The Company’s Chairman, Mr Edmund Babington, is an independent Director. The role of the Chairman and the CEO are not exercised by the same person. |
| 2.6 A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. |
Yes | A new director is inducted into the Company’s policies and processes on engagement. The Company does not have a formal policy or program for professional development of Directors. Directors are expected to maintain and develop their skills and knowledge needed to perform their role effectively. The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Company’s expense. The engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably. If appropriate, any advice so received will be made available to all Board members. |
| 3. Act Ethically and Responsibly |
||
| 3.1 A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it. |
Yes | The Board has adopted a Code of Conduct for Directors, management and employees to promote ethical and responsible decision-making. The code outlines: Responsibilities to shareholders. Responsibilities to clients, employees, suppliers, creditors, customers and consumers. Employment practices. Responsibility to the community. Responsibility to the individual. Obligations relative to fair trading and dealing. Business courtesies, and prohibition on bribes, facilitation payments and inducements. Avoiding and dealing with conflicts of interest. Confidentiality of information unless that disclosure has been authorised by the Company, or the person from whom the information is provided, or is required by law. |
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| 4. Safeguard Integrity in Corporate Reporting |
||
|---|---|---|
| 4.1 The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. |
No Yes |
An Audit Committee has not been established and the role of the Audit Committee has been assumed by the full Board. The composition of the Board does not currently allow for a properly constituted committee in accordance with the recommendations. When the establishment of a separate Audit Committee is considered justified an appropriate Charter will be adopted. The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Board. |
| 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
Yes | The Board requires and has received an appropriate declaration from the CEO and CFO (or those people fulfilling the roles) before it approves the Company’s financial statements for each financial period. |
| 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. |
Yes | The Company’s external auditor is invited to and attends the Annual General Meeting. The auditor’s presence is made known to the shareholders during the meeting and shareholders are provided with an opportunity to address questions to the auditor. |
| 5. Make Timely and Balanced Disclosure |
||
| 5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it. |
Yes | In order to ensure that the Company meets its obligations with regard to the continuous disclosure requirements, the Company has adopted a Continuous Disclosure Policy. The Continuous Disclosure Policy sets out the Company’s obligations and its policies and procedures to ensure timely and accurate disclosure of price sensitive information to the market. The Policy was released to ASX on 30 December 2010 and is available on the ASX website. |
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| 6. Respect the Rights of Security Holders |
||
|---|---|---|
| 6.1 A listed entity should provide information about itself and its governance to investors via its website. |
No | At the date of this report the Company’s website is being rebuilt and is consequently unavailable. This information was available prior to reconstruction and will be available again once the process is completed. |
| 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. |
No | The Company has not established a formal investor relations program. The Company does actively communicate with its Shareholders in order to identify their expectations and promotes Shareholder involvement in the Company. |
| 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. |
Yes | The Company has a Shareholder Communications Policy to ensure a regular and timely release of information about the Company to shareholders. Shareholders are encouraged to attend and participate in general meetings. |
| 6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its securityregistry electronically. |
Yes | Shareholders are able to make contact with and receive communications from both the Company and it share registry electronically. |
| 7. **Recognise and Manage Risk ** |
||
| 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk managementframework. |
No Yes |
The Company does not have a risk management committee with that role undertaken by the Board. The Company has policies and procedures in place which are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives. |
| 7.2 The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
Yes | The identification and review of operational and strategic risks are reviewed on an informal and ongoing basis during regular Board and management meetings. |
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| 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. |
No | The Company does not have an internal audit function. All functions, roles and responsibilities with regard to risk oversight and management and internal control are undertaken by the Board and management. |
|---|---|---|
| 7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. |
Yes | The identification and effective management of risk, including calculated risk-taking, is viewed as an essential part of the Company's approach to creating long-term shareholder value. These include but are not limited to: fluctuations in exchange rates; ability to source suitable new projects; sovereign risk in the countries and regions of operation; taxation, government regulations and the legal systems in jurisdictions of operations; ability to obtain ongoing financing; and fluctuations in commodity prices and investment markets. These risk areas are provided above to assist investors to understand better the nature of the risks faced by our Company and the industry in which it invests and operates. They are not necessarily an exhaustive list. |
| 8. Remunerate Fairly and Responsibly |
||
| 8.1 The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate andnot excessive. |
No | A Remuneration Committee has not been established. The role of the Remuneration Committee has been assumed by the full Board. When the establishment of a separate Remuneration Committee is considered to be justified the Committee will comply with these recommendations and an appropriate Charter will be adopted. |
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| 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non- executive directors and the remuneration of executive directors and other senior executives. |
Yes | The Company provides disclosure of all Director and executive remuneration in its Annual Report. Non-executive directors are remunerated at a fixed fee for time, commitment and responsibilities. There are no agreements providing for termination or retirement benefits to non-executive directors (other than for superannuation). Executive directors and senior executives are offered a competitive level of base pay at market rates and are reviewed periodically to ensure market competitiveness. Long term performance incentives may include performance and production bonus payments, shares options granted at the discretion of the Board and subject to obtaining the relevant approvals. |
|---|---|---|
| 8.3 A listed entity which has an equity- based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. |
No | The Company has not established a policy on this matter. The Company’s current option plan only provides for the issue of unlisted options to eligible participants. KMP are required to comply with the Company’s Securities Trading Policy. |
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Additional Securities Exchange Information
The additional information dated 18 September 2015 is required by the ASX Limited Listing Rules and not disclosed elsewhere in this report.
Distribution of Security Holders
| Quoted Ordinary shares |
Quoted Ordinary shares |
|
|---|---|---|
| Number of holders |
Number of Shares |
|
| 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over |
1,136 550 155 174 65 |
459,497 1,250,749 1,249,407 5,547,809 67,910,324 |
| TOTAL | 2,080 | 76,417,789 |
There were 1,900 holders of less than marketable parcel of ordinary shares.
Twenty Largest Shareholders
| y Largest Shareholders | ||
|---|---|---|
| Shareholder | Number of Shares | Percentage |
| Empire Resources Limited G & J Super Fund Pty Ltd Geba Pty Ltd Capstone Capital Pty Ltd Peloton Capital Pty Ltd KSLCorp Pty Ltd Sayers Investments (ACT) Pty Ltd Pershing Australia Nominees Pty Ltd LJL Investments Pty Ltd Number 7 Investments Pty Ltd Yandal Investments Pty Ltd Alexander Sutherland GKB Global Pty Ltd Wakeford Holdings Pty Ltd Ningbo Inwit Pty Ltd Carnethy Evergreen Pty Ltd Nicole Gallin & Kyle Haynes Pillage Investments Pty Ltd Wimalex Pty Ltd Tyche Investments Pty Ltd |
12,000,000 3,900,716 3,630,672 3,470,672 3,311,111 3,300,000 2,650,000 2,500,000 2,441,092 2,175,081 1,837,143 1,610,334 1,012,794 1,010,418 1,003,700 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 |
15.70 5.10 4.75 4.54 4.33 4.32 3.47 3.27 3.19 2.85 2.40 2.11 1.33 1.32 1.31 1.31 1.31 1.31 1.31 1.31 |
| 50,853,733 | 66.54 |
| Substantial Shareholders Substantial holder notices have been received from the following holders. Shareholder Number of Shares Empire Resources Limited 12,000,000 Kirke, G 4,300,000 |
Substantial Shareholders Substantial holder notices have been received from the following holders. Shareholder Number of Shares Empire Resources Limited 12,000,000 Kirke, G 4,300,000 |
Substantial Shareholders Substantial holder notices have been received from the following holders. Shareholder Number of Shares Empire Resources Limited 12,000,000 Kirke, G 4,300,000 |
|
|---|---|---|---|
| **Shareholder ** | Number of Shares | Percentage | |
| Empire Resources Limited | 12,000,000 | 15.70 | |
| Kirke, G | 4,300,000 | 5.63 |
Voting Rights
The voting rights attaching to each class of equity securities are set our below:
(a) Ordinary Shares: On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
(b) Options: No voting rights.
Stock Exchange Listing
FYI Resources Limited’s ordinary shares are quoted on ASX Limited. The home exchange is Perth.
On- Market Buy-back
There is currently no on-market buy-back programme for any of the Company’s equity securities.
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Additional Securities Exchange Information
Interest in Mineral Tenements
Tenement Location WMM SPLs (6) Thailand ESM SPLs (6) Thailand
Interest
100% (under application) 100% (under application)
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