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CADOUX LIMITED — Annual Report 2016
Sep 28, 2016
64620_rns_2016-09-28_ba692b55-8578-4d72-a5ce-1f3547751b92.pdf
Annual Report
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FYI RESOURCES LIMITED
ABN 85 061 289 218
ANNUAL REPORT 2016
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
INTRODUCTION
FYI Resources is potash explorer with the corporate objective of developing a significant potash presence in southeast Asia.
Thailand and Laos are considered to be highly prospective for potash. The northeast of Thailand and central west of Laos was identified as a region of significance due to the discovery of widespread intersections of potash minerals and basin salts during oil and gas exploration activity in the 1970’s. Very little potash exploration has been undertaken since then.
FYI believes there is a great opportunity in the exploration and development of potash in the region. FYI has devised a strategy that is structured towards the identification, exploration and development of selected project areas that are considered prospective for high grade, large tonnage potash deposits in Laos and Thailand.
Thailand and Laos are also well positioned and in close proximity to the large southeast Asian, Chinese and Indian markets. This could provide a substantial geographical advantage over current suppliers to the region.
PROJECTS
The Company made substantial progress with its potash strategy during the 2016 financial year. FYI has established a number of key relationships with parties with whom we are advancing strategic potash joint ventures.
We are encouraged by the progress we are making and remain dedicated to our stated potash strategy.
We are also pleased to be committed to, and operating under, our publically communicated high ethical, social and environmental standards in our host communities in Laos and Thailand during field operations and drilling programs.
Laos Operations
FYI has continued its potash strategy by focusing on near term production opportunities. This has included the submission of a number of concession applications and advanced joint venture discussions with a several parties regarding possible development and production options for established potash projects.
FYI is conducting several due diligence reviews on a number of projects including data base assessments, legal and financial reviews, field inspections, confirmation drilling, down-hole geophysics and laboratory analysis.
The joint venture reviews and discussions are continuing and FYI is confident that it will partner with a group with a quality asset in developing a world class project.
Thailand Operations
FYI has identified and made applications for two project areas in Thailand. They cover 6 Special Prospecting Licences (SPL’s) under the name of West Mekong Minerals project (WMM) and a further 6 SPL’s under the East Siam Minerals project (ESM).
Both projects are under application and waiting on the final approval by the Department of Mineral Resources of the Thai government.
The applications areas were selected on the basis of geological merit and other defined operating and logistical criteria. Whilst not currently our core focus, they provide FYI with excellent exploration targets once granted.
BACKGROUND
Background to Potash Strategy
The United Nations estimates that the global population will reach 9 billion by 2050 with over 60% living in Asia. As the region’s population and economic markets grow, so too will the demand for agricultural intensive foods and feedstocks required for biofuels. This, along with the expected decline of available arable land, means farmland needs to be more productive and to deliver higher-quality yields.
The Food and Agriculture Organization of the United Nations (FAO) 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 (KCl) 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.
2
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 trend is expected to continue.
About Potash
Potash or Potassium Chloride (KCl) is a naturally occurring clear to pink in colour, 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). 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.
3
Directors' Report
Your Directors submit their report for the year ended 30 June 2016.
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 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 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.
4
Directors' Report
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 | 428,571 | 829,807 | - |
- |
| David Sargeant | - | 875,000 | - |
- |
| Adrian Jessup | 150,000 | 725,000 | - |
- |
| Roland Hill | 4,617,074 | 3,470,672 | - |
- |
COMPANY SECRETARY
Mr Phillip MacLeod, B.Bus, ASA, MAICD, 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 and the evaluation of potash projects in southeast Asia.
RESULTS OF OPERATIONS
The loss after income tax for the financial year was $749,397 (2015: $1,814,322).
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 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
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.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
Disclosure of likely developments in the operations of the Company and the expected results of those operations in future financial years, and any further information, has not been included in the report because, in the reasonable opinion of the Directors to do so would be likely to prejudice the business activities of the Company
ENVIRONMENTAL REGULATION
The Group is not subject to any significant environmental legislation.
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 | 7 | 7 |
| David Sargeant | 7 | 7 |
| Adrian Jessup | 7 | 5 |
| Roland Hill | 7 | 7 |
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 (2015: $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 2016
Directors
Name Position E Babington Chairman (Non-Executive) 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 and the financial resources of the Company.
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 periodically.
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 suitable 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 2016 and 30 June 2015 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.
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
7
Directors' Report
REMUNERATION REPORT (Cont.)
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:
| 2016 Specified Directors |
Consulting Salary Fees $ $ $ Short Term Directors Fees |
Post Employment Super $ |
Share Based Payment Options $ |
Total $ |
% performance based |
|---|---|---|---|---|---|
| E Babington (Non-Executive) D Sargeant (Non-Executive) A Jessup (Non-Executive) R Hill (Managing Director) |
- - 30,000 - - 24,500 - - 24,500 - - 180,000 |
- - - - |
- - - - |
30,000 0% 24,500 0% 24,500 0% 180,000 0% |
|
| - - 259,000 |
- | - | 259,000 0% |
||
| 2015 Specified Directors |
Consulting Salary Fees $ $ $ Short Term Directors Fees |
Post Employment Super $ |
Share Based Payment Options $ |
Total $ |
% performance based |
| E Babington (Non-Executive) D Sargeant (Non-Executive) A Jessup (Non-Executive) R Hill (Managing Director) |
- - 30,000 - - 24,500 - - 24,500 - - 110,000 |
- - - - |
3,569 3,568 3,568 5,353 |
33,569 0% 28,068 0% 28,068 0% 115,353 0% |
|
| - - 189,000 |
- | 16,058 | 205,058 0% |
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 2015 |
Number of options lapsed |
Number of options granted |
No. of options held at 30 June 2016 |
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 2016 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
| 2016 | Balance at beginning of period 1 Jul 2015 |
Granted as Remuneration |
Options Exercised |
Net Change Other # |
Balance at end of period 30 Jun 2016 |
Total Exercisable Not Exercisable Vested at 30 June 2016 |
Total Exercisable Not Exercisable Vested at 30 June 2016 |
Total Exercisable Not Exercisable Vested at 30 June 2016 |
|---|---|---|---|---|---|---|---|---|
| Directors | ||||||||
| E Babington | 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 |
- - - - |
|
| DSargeant | ||||||||
| AJessup | ||||||||
| R Hill | ||||||||
| Total | 2,250,000 | - |
- |
- |
2,250,000 |
2,250,000 | 2,250,000 |
- |
Share Holdings of Directors
| 2016 | Balance at beginning of period 1 July 2015 |
Issued as Remuneration |
Net Change Other |
Balance at end of period 30 Jun 2016 |
|---|---|---|---|---|
| Directors | 829,807 350,000 350,000 4,070,672 |
428,571 525,000 525,000 3,571,429 |
- - - 445,645 |
1,258,378 875,000 875,000 8,087,746 |
| E Babington | ||||
| DSargeant | ||||
| AJessup | ||||
| R Hill | ||||
| Total | 5,600,479 | 5,050,000 |
445,645 |
11,096,124 |
9
Directors' Report
REMUNERATION REPORT (Cont.)
D. Transactions with Directors
Consolidated 2016 2015 $ $ Other transactions with Directors The Director, Mr Babington was a partner of Lyons Babington (2015 - Cullen Babington Macleod and Cullen Babington Hughes) 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
Refer to Note 18 for amounts owing to directors at balance date.
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 2016.
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 can be found on the Company’s website at www.fyiresources.com.au .
Signed at Perth this 29[th] day of September 2016
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Roland Hill Managing Director
10
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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 2016, 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.
Perth, Western Australia 29 September 2016
D I Buckley 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
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HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
11
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 2016 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 2016.
Dated this 29[th] day of September 2016.
Signed in accordance with a resolution of the directors:
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Roland Hill Managing Director
12
Statement of Comprehensive Income
For The Year Ended 30 June 2016
| Note | Consolidated | Consolidated | |
|---|---|---|---|
| 2016 $ |
2015 $ |
||
| Continuing Operations Gain on revaluation of investment property |
- 250,000 |
||
| Other income | 2(a) | 8,944 5,242 |
|
| Exploration expense Depreciation expense ASX fees Share based payments Accounting and audit fees |
(336,304) (232,985) - (188) (16,866) (14,637) - (16,058) (71,610) (68,500) |
||
| Other administration expenses | 2(b) | (57,332) (12,229) |
|
| Directors Fees Share registry expenses Rent Legal expenses Impairment of exploration and evaluation expenditure Loss before income tax expense |
(262,118) (189,000) (6,381) (7,007) (7,730) (18,047) - (1,109) - (1,509,804) |
||
| (749,397) (1,814,322) |
|||
| Income tax benefit / (expense) | 3 | - - |
|
| Net loss for the year Other comprehensive income, net of tax |
(749,397) (1,814,322) |
||
| Items that may be reclassified to profit or loss Exchange differences from translation of foreign operations |
2,663 7,443 |
||
| Other comprehensive income Total comprehensive loss Loss for the period is attributable to: |
2,663 7,443 |
||
| (746,734) (1,806,879) |
|||
| Owners of FYI Resources Ltd | (698,523) (1,761,070) (50,874) (53,252) |
||
| Non-controlling interests | |||
| Total comprehensive loss for the period is attributable to: Owners of FYI Resources Ltd |
(749,397) (1,814,322) |
||
| (695,860) (1,753,627) |
|||
| Non-controlling interests | (50,874) (53,252) |
||
| (746,734) (1,806,879) |
|||
| Basic and diluted loss per share (cents per share) |
21 | (0.89) (2.58) |
The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
13
Statement of Financial Position As At 30 June 2016
| Note | Consolidated | Consolidated | |
|---|---|---|---|
| 2016 $ |
2015 $ |
||
| CURRENT ASSETS Cash and cash equivalents Trade and other receivables Assets held for sale Total Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses |
19(a) 4 6 8 10 11 |
873,357 25,709 111,611 108,798 - 1,000,000 |
|
| 984,968 1,134,507 |
|||
| 984,968 1,134,507 |
|||
| 540,458 584,155 |
|||
| 540,458 584,155 |
|||
| 540,458 584,155 |
|||
| 444,510 550,352 |
|||
| 29,141,935 28,501,043 1,342,268 1,760,834 (29,913,800) (29,636,506) |
|||
| Equity attributable to owners of the parent Non-controlling interests |
570,403 625,371 |
||
| (125,893) (75,019) |
|||
| TOTAL EQUITY | |||
| 444,510 550,352 |
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
14
Statement of Changes in Equity
For the year Ended 30 June 2016
| 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 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 Balance at 1 July 2015 Loss for the period Other comprehensive income Total comprehensive loss for the period Equity transactions: Shares issued net of transactions costs Transfer of revaluation surplus on disposal of the investment property Balance at 30 June 2016 |
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 |
||||||||
| 28,501,043 (29,636,506) 497,485 834,677 421,229 7,443 (75,019) 550,352 - (698,523) - - - - (50,874) (749,397) - - - - - 2,663 - 2,663 |
||||||||
| - (698,523) - - - 2,663 (50,874) (746,734) 640,892 - - - - - - 640,892 - 421,229 - - (421,229) - - - |
||||||||
| 29,141,935 (29,913,800) 497,485 834,677 - 10,106 (125,893) 444,510 |
The above statement of changes in equity should be read in conjunction with the accompanying notes.
15
Statement of Cash Flows
For The Year Ended 30 June 2016
| Note | Consolidated | Consolidated | |
|---|---|---|---|
| 2016 $ |
2015 $ |
||
| Cash flows from operating activities | |||
| Receipts from customers Payments to suppliers and employees Payments for exploration and evaluation Interest received |
- 3,400 (277,608) (66,576) (347,830) (227,281) 8,944 1,831 |
||
| Net cash outflow from operating activities |
19(b) | (616,494) (288,626) |
|
| Cash flows from investing activities Proceeds from sale of assets Net cash inflow from investing activities Cash flows from financing activities Proceeds from issue of shares Share issue costs Net cash inflow from financing activities Net Increase in cash held Cash at the beginning of the financial year Cash at the end of the period |
19(a) | 1,000,000 - |
|
| 1,000,000 - |
|||
| 500,000 245,000 (35,858) (64,660) |
|||
| 464,142 180,340 |
|||
| 847,648 (108,286) 25,709 133,995 |
|||
| 873,357 25,709 |
The above statement of cash flows should be read in conjunction with the accompanying notes.
16
Notes to the Financial Statements For the Year ended 30 June 2016
CORPORATE INFORMATION
The financial report of FYI Resources Limited (“the Company”) for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of the directors on 29 September 2016. 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 potash projects in southeast Asia.
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.
For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity.
b) Adoption of New and Revised Accounting Standards
In the year ended 30 June 2016, 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 2016. 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 $749,397 (2015: $1,814,322) and as disclosed in the Statement of Cash Flows, the Company recorded cash outflows from operating activities of $616,494 (2015: $288,626), cash inflows from investing activities of $1,000,000 (2015: $Nil) and cash inflows from financing activities of $464,142 (2015: $180,340). 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.
-
The Company has a working capital surplus of $444,510 (2015: $550,352) at balance date and expenditure commitments for the next 12 months of $Nil (2015: $Nil), 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 $336,450 (2015: $382,379) owing to key management personnel for consulting fees. They have agreed to receive payment once the company has secured suitable funding; and
-
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.
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 2016. Should this equity raising not
17
Notes to the Financial Statements For the Year ended 30 June 2016
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
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.
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.
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.
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.
18
Notes to the Financial Statements For the Year ended 30 June 2016
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
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.
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.
19
Notes to the Financial Statements For the Year ended 30 June 2016
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
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
-
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.
20
Notes to the Financial Statements For the Year ended 30 June 2016
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
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.
2. REVENUE & EXPENSES
| 2. REVENUE & EXPENSES |
||
|---|---|---|
| Consolidated | ||
| 2016 $ |
2015 $ |
|
| (a) Revenue Interest received Other income |
8,944 1,831 - 3,411 |
|
| 8,944 5,242 |
||
| Gain on revaluation of investment property | ||
| - 250,000 |
21
Notes to the Financial Statements For the Year ended 30 June 2016
2. REVENUE AND EXPENSES CONTINUED
| Consolidated | Consolidated |
|---|---|
| 2016 $ |
2015 $ |
==> picture [215 x 42] intentionally omitted <==
(b) Other Administration Expenses
Corporate Administration costs
| Bad & doubtful debts Insurance Other administration expenses / (recovered) |
23 - 14,176 14,112 43,133 (1,883) |
|---|---|
| 57,332 12,229 |
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 | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Accounting loss before tax Income tax benefit at 30% (2015: 30%) |
(749,397) (1,814,322) |
|
| 224,819 544,297 (6,468) (839) - (4,817) (211,938) - 1,445 (35,059) 8,020 11,246 - 75,000 - (452,941) (15,878) (136,887) |
||
| Tax effect of: Non-deductible expenses |
||
| Share based payment | ||
| Capital gain on disposal of assets | ||
| Deductible temporary differences (net) Captial raising costs |
||
| 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 | |
| 2016 $ |
2015 $ |
|
| Tax losses carried forward Potential Income tax benefit at 30% (2015: 30%) |
7,423,028 7,647,372 |
|
| 2,226,908 2,294,212 |
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.
22
Notes to the Financial Statements For the Year ended 30 June 2016
4. TRADE AND OTHER RECEIVABLES
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Current Prepaid expenses Trade receivables Allowance for impairment Other receivables |
52,263 53,343 8,116 8,116 (8,116) (8,116) 59,348 55,455 |
|
| 111,611 108,798 |
Trade and sundry receivables are non interest bearing and are generally received on 30-60 day terms.
There are no past due but not impaired receivables.
5. PLANT AND EQUIPMENT
| Consolidated | Consolidated | |
|---|---|---|
| Plant & Equipment $ |
Total $ |
|
| 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 2015 | ||
| Cost / Fair value Accumulated depreciation |
2,135 2,135 (2,135) (2,135) |
|
| Net carrying amount At 30 June 2016 |
- - |
|
| Cost / Fair value Accumulated depreciation |
2,135 2,135 (2,135) (2,135) |
|
Net carrying amount |
- - |
|
| 6. INVESTMENT PROPERTY |
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Investment Property At start of period Revaluation Transfer to Assets held for sale Balance at 30 June 2016 |
- 750,000 - 250,000 - (1,000,000) |
|
| - - |
23
Notes to the Financial Statements For the Year ended 30 June 2016
6. INVESTMENT PROPERTY CONTINUED
If land was measured using the cost model the carrying amount would be as follows:
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Land Net carrying amount on cost basis |
- 262,893 |
|
| - 262,893 |
The land was sold in October 2015 for $1 million.
7. EXPLORATION AND EVALUATION EXPENDITURE
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| 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) |
|
| - - |
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 | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Current Trade and other payables Director related payables Accruals |
114,516 60,422 336,450 382,379 89,492 141,354 |
|
| 540,458 584,155 |
Trade payables are non-interest bearing and most suppliers have 30 day terms.
24
Notes to the Financial Statements For the Year ended 30 June 2016
9. DEFERRED TAX LIABILITIES
| 9. DEFERRED TAX LIABILITIES |
||
|---|---|---|
| Consolidated | ||
| 2016 $ |
2015 $ |
|
| Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Capital raising costs Doubtful debts Prepayments Tax losses Provision for expenses Deferred tax assets offset against deferred tax liabilities Deferred tax liability offset against deferred tax asset |
21,980 30,490 2,435 2,435 3,688 - 2,373,300 2,278,583 26,620 42,415 - - - - |
|
| Deferred tax assets not recognised1 | (2,428,023) (2,132,791) |
|
| Investment property Net deferred tax asset/(liabilities) |
- 221,132 - 78,868 |
|
| - 78,868 |
||
| - 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 | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| 88,610,642 (30 June 2015: 69,751,118) fully paid ordinary shares |
29,141,935 28,501,043 |
25
Notes to the Financial Statements For the Year ended 30 June 2016
10 ISSUED CAPITAL CONTINUED
| (i) Ordinary shares - number | Consolidated | Consolidated |
|---|---|---|
| 2016 No. |
2015 No. |
|
| At start of period | 69,751,118 63,311,118 |
|
| 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 6,666,668 shares issued at 3 cents per share on 12 August 2015 3,571,429 shares issued at 3.5 cents per share on 22 December 20151 428,571 shares issued at 3.5 cents per share on 22 December 20151 525,000 shares issued at 3.5 cents per share on 22 December 20151 525,000 shares issued at 3.5 cents per share on 22 December 20151 7,142,857 shares issued at 4.2 cents per share on 21 June 2016 |
- 4,900,000 - 1,540,000 6,666,668 - 3,571,429 - 428,571 - 525,000 - 525,000 - 7,142,857 - |
|
| Balance at 30 June 2016 | 88,610,643 69,751,118 |
1 Issued to settle amounts owed to Directors as approved by shareholders on 27 November 2015.
| (ii) Ordinary shares – value | Consolidated | Consolidated |
|---|---|---|
| 2016 $ |
2015 $ |
|
| At start of period | 28,501,043 28,226,459 |
|
| 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 6,666,667 shares issued at 3 cents per share on 12 August 2015 3,571,429 shares issued at 3.5 cents per share on 22 December 2015 428,571 shares issued at 3.5 cents per share on 22 December 2015 525,000 shares issued at 3.5 cents per share on 22 December 2015 525,000 shares issued at 3.5 cents per share on 22 December 2015 7,142,857 shares issued at 4.2 cents per share on 21 June 2016 Costs of shares issued |
- 245,000 - 77,000 200,000 - 125,000 - 15,000 - 18,375 - 18,375 - 300,000 - (35,858) (47,416) |
|
| Balance at 30 June 2016 | 29,141,935 28,501,043 |
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.
26
Notes to the Financial Statements For the Year ended 30 June 2016
10 ISSUED CAPITAL CONTINUED
| 10 ISSUED CAPITAL CONTINUED |
||
|---|---|---|
| Options - number | Consolidated | |
| 2016 No. |
2015 No. |
|
| At start of period | 2,250,000 - |
|
| Issue of options 3 October 2014 | - 2,250,000 |
|
| Balance at 30 June 2016 | 2,250,000 2,250,000 |
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 | |
|---|---|---|
| 2016 | 2015 | |
| $ | $ | |
| Share based premium reserve Option premium reserve Asset revaluation reserve |
497,485 497,485 834,677 834,677 - 421,229 |
|
| Foreign Currency Translation Reserve | 10,106 7,443 |
|
| Reserves | ||
| 1,342,268 1,760,834 |
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 (2015: Nil).
27
Notes to the Financial Statements For the Year ended 30 June 2016
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 year, the principal activities of the Company consisted of the evaluation of new projects in Australia and overseas. The Company has secured a number of mineral properties in Thailand considered to be prospective for high grade, large tonnage potash deposits.
The following tables present revenue and profit information and certain asset and liability information regarding business segments for the years ended 30 June 2016 and 30 June 2015.
| 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 2016 Segment net operating loss after tax 500 (336,804) (413,093) (749,397) Interest revenue - - 8,944 8,944 Income tax benefit/(expense) - - - - Segment assets - 65,614 919,354 984,968 |
||||
| Segment liabilities - |
156,311 | 384,147 540,458 |
||
| Cashflow information | ||||
| Net cash used in operating activities 418 |
(348,248) | (268,664) (616,494) |
||
| Net cash provided by investing activities - - 1,000,000 1,000,000 Net cash provided by financing activities - - 464,142 464,142 |
| 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) - - - - 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 |
28
Notes to the Financial Statements For the Year ended 30 June 2016
14. EXPENDITURE COMMITMENTS
The Company has no expenditure commitments (2015: $Nil).
15. REMUNERATION OF AUDITOR
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Amounts received or due and receivable by HLB Mann Judd for: Audit or review of the financial reports of the Company |
24,750 24,000 |
|
| 24,750 24,000 |
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 $Nil (2015: $16,058).
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 |
|
|---|---|---|---|---|---|
| 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:
| 2016 Number |
2016 Weighted average exercise price |
2015 Number |
2015 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 |
2,250,000 $0.08 - - - - 2,250,000 $0.08 - - - - 2,250,000 $0.08 2,250,000 $0.08 2,250,000 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.
29
Notes to the Financial Statements For the Year ended 30 June 2016
17. DIRECTOR AND EXECUTIVE DISCLOSURES
Details of Key Management Personnel for the year ended 30 June 2016 Directors
Name
E Babington D Sargeant A Jessup R Hill
Position
Chairman (Non-Executive) Director (Non-Executive) Director (Non-Executive) Managing Director
Compensation of Key Management Personnel by category
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Short-term Share-based payment |
259,000 189,000 - 16,058 |
|
| 259,000 205,058 |
The amounts outstanding to Key Management Personnel at the reporting date are included in Note 18.
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 |
|---|---|---|---|
| 2016 % |
2015 % |
||
| 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 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.
FYI Thailand Pty Ltd possesses 82.8% of the voting rights for both West Mekong Minerals Ltd and East Siam Minerals Ltd.
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and not disclosed in this note.
Directors and specified executives
Disclosures relating to the remuneration and shareholding of directors and specified executives are set out in the Directors’ Report.
Empire Resources Ltd has a 14% interest in FYI Resources Ltd (2015: 17%). 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.
30
Notes to the Financial Statements For the Year ended 30 June 2016
18. RELATED PARTY TRANSACTIONS CONTINUED
The following table provides the total amount of transactions that were entered into with related parties for the relevant financial year:
| Related party | Purchase of tenement from Related Parties $ |
Reimbursement of Expenditure to Related Parties $ |
Amounts owed by Related Parties $ |
Amounts Owed to Related parties $ |
|
|---|---|---|---|---|---|
| Empire Resources Ltd | 2016 | - 6,904 - 2,007 |
|||
| 2015 | - 22,665 - 1,744 |
The following table provides the amounts outstanding at the reporting date in relation to transactions with related parties:
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Amounts payable to Directors: E Babington |
12,500 30,000 |
|
| Kirkdale Holdings Pty Ltd Murilla Exploration Pty Ltd D Sparling Capstone Capital Pty Ltd1 |
13,475 38,791 13,475 38,588 - 12,250 297,000 275,000 |
|
| 336,450 394,629 |
||
| Consolidated | ||
| 2016 $ |
2015 $ |
|
| Amounts paid to Directors for Directors Fees: E Babington |
30,000 30,000 |
|
| Kirkdale Holdings Pty Ltd Murilla Exploration Pty Ltd Amount paid to CEO for management fees: Capstone Capital Pty Ltd1 |
24,500 24,500 24,500 24,500 180,000 110,000 |
|
| 259,000 189,000 |
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.
31
Notes to the Financial Statements For the Year ended 30 June 2016
18. RELATED PARTY TRANSACTIONS CONTINUED
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Other transactions with Directors The Director, Mr Babington was a partner of Lyons Babington (2015 - Cullen Babington Macleod and Cullen Babington Hughes) 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 |
||
| 19. NOTES TO THE STATEMENT OF CASH FLOWS |
||
| Consolidated | ||
| 2016 $ |
2015 $ |
|
| (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 |
873,357 25,709 |
|
| (b) Reconciliation of loss after income tax to net cash flows from operating activities: |
||
| Consolidated | ||
| 2016 $ |
2015 $ |
|
| 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 Net cash outflow from operating activities |
(749,397) (1,814,322) - 16,058 - (250,000) - 188 - 1,509,804 (2,107) (28,004) 135,010 277,650 |
|
| (616,494) (288,626) |
32
Notes to the Financial Statements For the Year ended 30 June 2016
19. NOTES TO THE STATEMENT OF CASH FLOWS CONTINUED
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| (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 - Nil - 400,000 |
Details of Financing Facilities
In 2015, the overdraft was secured on the freehold investment land owned by the Company. The land was sold in October 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 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 2016.
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:
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Cash & cash equivalents Trade and other receivables |
873,357 25,709 111,611 108,798 |
Impairment losses
There are none of the Company’s other receivables past due (2015: $Nil).
33
Notes to the Financial Statements For the Year ended 30 June 2016
20. FINANCIAL RISK MANAGEMENT CONTINUED
An impairment loss of $Nil (2015: $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.
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:
==> picture [385 x 74] intentionally omitted <==
----- Start of picture text -----
Consolidated
Liabilities Assets
2016 2015 2016 2015
$ $ $ $
Thai Baht (169,802) (47,299) 71,695 45,108
----- End of picture text -----
At 30 June 2016 and 30 June 2015, 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 no borrowings.
Profile
At the reporting date the interest rate profile of the Company’s interest bearing financial instruments was:
| Consolidated | Consolidated | |
|---|---|---|
| 2016 $ |
2015 $ |
|
| Fixed rate instruments Financial assets Variable rate instruments Financial assets |
||
| - - |
||
| 873,357 25,709 |
Interest Rate Risk
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:
34
Notes to the Financial Statements For the Year ended 30 June 2016
20. FINANCIAL RISK MANAGEMENT CONTINUED
| 2016 | Weighted Average Effective Interest Rate |
Floating Interest Rate |
Non-interest bearing |
Total |
|---|---|---|---|---|
| $ | $ | $ | ||
| Financial Assets: Cash & cash equivalents 1.4% 873,357 - 873,357 Trade and other receivables - - 111,611 111,611 Total Financial Assets 873,357 111,611 984,968 Financial Liabilities: Trade and other payables - - 540,458 540,458 Total financial liabilities - 540,458 540,458 Net Financial Assets (liabilities) 873,357 (428,847) 444,510 |
||||
| 873,357 111,611 984,968 |
||||
- 540,458 540,458 |
||||
| - 540,458 540,458 |
||||
| 873,357 (428,847) 444,510 |
||||
| 2015 | Weighted Average Effective Interest Rate |
Floating Interest Rate |
Non-interest 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) |
||||
| 25,709 108,798 134,507 |
||||
- 584,155 584,155 |
||||
| - 584,155 584,155 |
||||
| 25,709 (475,357) (449,648) |
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 $6,481 (2015: $1,103)
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 2015.
| 100bp 100bp increase decrease Profit or Loss |
100bp 100bp increase decrease Equity |
|
|---|---|---|
| 30 June 2016 Variable rate instruments 6,481 (6,481) 6,481 (6,481) 30 June 2015 Variable rate instruments 1,103 (1,103) 1,103 (1,103) |
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.
35
Notes to the Financial Statements For the Year ended 30 June 2016
20. FINANCIAL RISK MANAGEMENT CONTINUED
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.
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:
| Consolidated | Consolidated | |
|---|---|---|
| 2016 Cents |
2015 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 |
(0.89) (2.58) |
|
| (698,523) (1,761,070) |
||
| 78,469,391 68,145,529 |
22. SUBSEQUENT EVENTS
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.
36
Notes to the Financial Statements For the Year ended 30 June 2016
24 PARENT ENTITY DISCLOSURES
Financial position
| Financial position | |||
|---|---|---|---|
| Company | |||
| 2016 | 2015 | ||
| $ | $ | ||
| CURRENT ASSETS Cash and cash equivalents Trade and other receivables Assets held for sale Total Current Assets NON-CURRENT ASSETS |
868,213 13,527 45,060 41,257 - 1,000,000 |
||
| 913,273 1,054,784 |
|||
| Other financial assets | 57,660 32,422 |
||
| Investments 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 |
2 2 |
||
| 57,662 32,424 |
|||
| 970,935 1,087,208 |
|||
| 526,425 536,856 |
|||
| 526,425 536,856 |
|||
| 526,425 536,856 |
|||
| 444,510 550,352 |
|||
| 29,141,935 28,501,043 1,332,162 1,753,391 (30,029,587) (29,704,082) |
|||
| 444,510 550,352 |
|||
| Loss before income tax expense | (325,505) (1,975,448) |
||
| Income tax benefit / (expense) Loss after tax |
- - |
||
| (325,505) (1,975,448) |
The recovery of other financial assets and investments are dependent on the successful development and commercial exploitation or sale of the company’s explorations and evaluation projects.
The parent entity has no commitments or contingencies at balance date.
37
==> picture [192 x 84] intentionally omitted <==
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 2016, 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 of the Group comprising 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 gives a true and fair view and 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 , the consolidated financial statements comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about 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 Group’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s and its controlled entities’ 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.
38
==> picture [183 x 59] intentionally omitted <==
Auditor’s opinion
In our opinion:
-
(a) the financial report of FYI Resources Limited is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Group’s financial position as at 30 June 2016 and its performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
-
(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 the Directors anticipate that a further equity raising will be required. Should the equity raising not be completed, there exists a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and realise its assets and discharge its liabilities in the normal course of business.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2016. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s opinion
In our opinion, the Remuneration Report of FYI Resources Limited for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001 .
HLB Mann Judd Chartered Accountants
D I Buckley Partner
Perth, Western Australia 29 September 2016
39
Additional Securities Exchange Information
The additional information dated 23 September 2016 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 |
1,120 520 152 176 80 |
450,668 1,179,642 1,225,196 5,974,109 79,781028 |
| TOTAL | 2,048 | 88,610,643 |
There were 1,726 holders of less than marketable parcel of ordinary shares.
Twenty Largest Shareholders
| Shareholder | Number of Shares | Percentage |
|---|---|---|
| Empire Resources Limited Hill, R Geba Pty Ltd G & J Super Fund Pty Ltd Capstone Capital Pty Ltd Pershing Australia Nominees Pty Ltd Peloton Capital Pty Ltd Sayers Investments (ACT) Pty Ltd J P Morgan Nominees Australia Ltd Alexander Sutherland KSLCorp Pty Ltd Number 7 Investments Pty Ltd Yandal Investments Pty Ltd Lynton-Brown, R & Beek, R Tyche Investments Pty Ltd M & K Korkidas Pty Ltd GKB Global Pty Ltd Wakeford Holdings Pty Ltd Wimalex Pty Ltd Carnethy Evergreen Pty Ltd |
12,000,000 5,617,074 4,595,473 3,900,716 3,470,672 3,200,000 3,000,000 2,650,000 2,381,886 2,372,239 2,250,000 2,000,000 1,837,143 1,368,778 1,223,999 1,107,068 1,012,794 1,010,418 1,000,000 1,000,000 |
13.54 6.34 5.19 4.40 3.92 3.61 3.39 2.99 2.69 2.68 2.54 2.26 2.07 1.54 1.38 1.25 1.14 1.14 1.13 1.13 |
| 56,998,260 | 64.33 |
Substantial Shareholders
Substantial holder notices have been received from the following holders.
| **Shareholder ** | Number of Shares | Percentage |
|---|---|---|
| Empire Resources Limited | 12,000,000 | 13.54 |
| Hill,R | 8,087,746 | 9.13 |
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.
40
Additional Securities Exchange Information
Interest in Mineral Tenements
Tenement Location Interest WMM SPLs (6) Thailand 100% (under application) ESM SPLs (6) Thailand 100% (under application)
Corporate Governance
The Company’s 2016 Corporate Governance Compliance Statement has been released as separate document and is located on our website at http://www.fyiresources.com.au/company/corporate-governance .
41