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Celsius Resources Limited Interim / Quarterly Report 2015

Mar 16, 2015

10450_rns_2015-03-16_fee1ca16-6603-4fff-8aab-5165f8455de6.pdf

Interim / Quarterly Report

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A.B.N. 95 009 162 949

HALF-YEAR FINANCIAL REPORT

31 DECEMBER 2014

CONTENTS

Corporate Directory 1
Directors’ Report 2
Statement of Profit or Loss and Other Comprehensive Income 5
Statement of Financial Position 6
Statement of Changes in Equity 7
Statement of Cash Flows 8
Notes to the Financial Statements 9
Directors’ Declaration 13
Independent Review Report 14
Auditor’s Independence Declaration 16

CELSIUS COAL LIMITED CORPORATE DIRECTORY

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________________

DIRECTORS

SHARE REGISTRY

William Oliver – Non-Executive Chairman Ranko Matic – Non-Executive Director Alistair Muir – Non-Executive Director

Automic Registry Services Level 1 7 Ventnor Avenue WEST PERTH WA 6005 +61 8 9324 2099

COMPANY SECRETARY

Ranko Matic

STOCK EXCHANGE LISTING

AUDITORS

RSM Bird Cameron Partners 8 St Georges Terrace PERTH WA 6000

Australian Securities Exchange Limited (Home Branch - Perth) ASX Code: CLA

REGISTERED OFFICE

BANKERS

National Australia Bank 1/1238 Hay St WEST PERTH WA 6005

Level 1 12 Kings Park Road WEST PERTH WA 6005

CONTACTS

SOLICITORS

Steinepreis Paganin Level 4 The Read Buildings 16 Milligan Street PERTH WA 6000 Ph: +61 8 9321 4000 Fax: +61 8 9321 4333

Telephone: +61 8 9226 4500 Facsimile: +61 8 9226 4300 E-mail: [email protected] Website: www.celsiuscoal.com.au

Page 1

CELSIUS COAL LIMITED DIRECTORS’ REPORT

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________________

Your Directors present their report together with the half-year financial report on the consolidated entity, consisting of Celsius Coal Limited and the entities it controlled at the end of, or during the halfyear ended 31 December 2014.

Directors

The Directors in office at the date of this report and at any time during the half-year are as follows.

Alexander Molyneux Non-Executive Chairman (resigned on 10 November 2014) William Oliver Non-Executive Director and Chairman Alistair Muir Non-Executive Director Ranko Matic Non-Executive Director

Review of Operations

Corporate:

The consolidated net loss of the Company after income tax for the six months ended 31 December 2014 amounted to $19,580,539 (31 December 2013: $4,228,520).

On 2 July 2014, the Company made a further drawing under their Convertible Note Facility with the Blumont Group and received $100,000 (USD) with the funds utilised for exploration expenses and working capital of the consolidated entity.

On 14 August 2014, the Company issued 227,062,500 ordinary shares under the Share Purchase Plan (SPP). The issue price was $0.0008 per share representing a 20% discount to the 5-day volume weighted average price (VWAP), providing the Company with $181,650 in funds.

On 29 August 2014, the Company issued 18,750,000 ordinary shares under the Share Purchase Plan (SPP). The issue price was $0.0008 per share representing a 20% discount to the 5-day volume weighted average price (VWAP), providing the Company with $15,000 in funds.

On 31 October 2014, 5,000,000 unlisted options exercisable at $0.02 expired.

Alexander Molyneux, the Non-Executive Chairman for Celsius Coal Limited resigned on 10 November 2014 in order to pursue other executive and non-executive opportunities. The role of Chairman was then assumed by current Non-Executive Director, William Oliver.

On 23 December 2014, the Company issued 238,365,922 ordinary fully paid shares at $0.0009 to the Directors in lieu of director fees and salaries owed as per approval received at the Company’s Annual General Meeting held on 28 November 2014. The Company also issued 122,393,512 ordinary fully paid shares at $0.0009 to ex-employees in lieu of salaries owed, and issued under the Company’s general placement facility.

Exploration:

Kyrgyzstan Coal Projects

The initial coal testing program from the 2013 drilling campaign at the Company’s Uzgen Basin Coking Coal Project was completed and reported during the 2014 financial year. As reported at the time this work identified the need for further CSR testing based on the initial results. The Company has suspended further work at the Uzgen Basin Coking Coal Project until its funding position is resolved, and/or alternative decisions are required on these projects.

Page 2

CELSIUS COAL LIMITED DIRECTORS’ REPORT

________________

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Celsius has decided not to proceed with any further works at its non-core thermal coal property in Southern Kyrgyz Republic, namely Sary Mogol.

West Australian Nickel Assets

Celsius owns two nickel assets in Western Australia. Celsius (through View Nickel Pty Ltd) owns a 30% joint venture interest in the Carnilya Hill Joint Venture (JV) in Western Australia with Mincor Resources NL. Mincor Resources NL ( Mincor , ASX: MCR) is the operator of the Carnilya Hill JV. The tenements covered by the Carnilya Hill JV include Mining Licences M26/47, M26/48, M26/49 and M26/453. Additionally the Company has a 100% interest in the Abengo Hill Nickel Project to the south and west of Minara Resources’ Murrin Murrin nickel mine. The tenements are located near to Minara Resources’ Murrin Murrin mine and the NiWest operation currently under development by GME Resources Ltd and are believed to have potential for both nickel laterite and nickel sulphide mineralisation.

Celsius initiated a reassessment of its nickel assets earlier in 2014. A data compilation and target generation exercise on its Abengo Hill Project for laterite and sulphide nickel was finalized during the Quarter. Based on this work, the Company is assessing its options for further work on this Project, either resuming exploration activity or seeking to monetize its nickel assets.

Events Subsequent to Reporting Date

On 3 March 2015, the Company converted the outstanding debt and accrued interest owing on the Blumont Group Ltd’s Convertible Notes. The Company issued 155,368,852 fully paid ordinary shares at $0.025 to convert the total principal outstanding and issued 21,782,674 fully paid ordinary shares at $0.0275 to convert the accrued interest, as per the Convertible Note Agreement. On 6 March 2015, the Company and Blumont Group Ltd signed a Deed of Termination and Release in respect of the Convertible Note Deed and Subscription Agreement signed between the Company and Blumont Group Ltd. The effect is that the Company will no longer be receiving any further funds from Blumont Group Ltd as previously expected and with the amount outstanding converted into ordinary shares, the Company no longer has any loans payable or borrowings outstanding to Blumont Group Ltd.

On 21 February 2015, 20,000,000 unlisted Class C options exercisable at $0.02 expired.

Other than the above, no other matters or circumstances have arisen since the end of the half-year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

Page 3

CELSIUS COAL LIMITED DIRECTORS’ REPORT

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________________

Auditor’s Independence Declaration

The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is included within this half-year financial report.

This directors’ report is signed in accordance with a resolution of the Board of Directors.

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William Oliver Non-Executive Chairman Dated this 16[th] day of March 2015

Page 4

CELSIUS COAL LIMITED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2014

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Other income
Employee benefits expense
Director fees
Legal and other professional fees
Travel and accommodation
Share based payments
Impairment of exploration assets
Impairment of other assets
Interest expense
Other expenses
Loss before income tax
Income tax expense
Loss for the period
Other comprehensive income
Items that may be reclassified subsequently to
operating results
Foreign currency translation
Total comprehensive loss for the period
Net loss attributable to:
Members of the parent entity
Non-controlling interest
Total comprehensive loss attributable to:
Members of the parent entity
Non-controlling interest
Loss per share:
Basic loss per share
Diluted loss per share
Consolidated
31 December
2014
$
31 December
2013
$
1,773
4,675
(49,704)
(1,038,190)
(190,385)
(234,365)
(61,658)
(278,663)
(16,370)
(299,211)
133,131
(46,642)
(18,503,744)
(1,497,016)
(101,850)
-
(242,504)
(73,288)
(549,228)
(765,820)
(19,580,539)
(4,228,520)
-
-
(19,580,539)
(4,228,520)
412,137
275,994
(19,168,402)
(3,952,526)
(19,579,048)
(3,878,976)
(1,491)
(349,544)
(19,580,539)
(4,228,520)
(19,166,911)
(3,585,946)
(1,491)
(366,580)
(19,168,402)
(3,952,526)
Cents
Cents
(0.93)
(0.19)
(0.93)
(0.19)

The accompanying notes form part of this interim financial report.

Page 5

CELSIUS COAL LIMITED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2014

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________________

Note
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total Current Assets
Non-Current Assets
Other non-current assets
Property, plant and equipment
Exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Borrowings
3
Total Current Liabilities
Non-Current Liabilities
Borrowings
3
Total Non-Current Liabilities
Total Liabilities
Net (Liabilities)/ Assets
EQUITY
Issued capital
4
Reserves
Accumulated losses
Parent entity interest
Non-controlling interest
Total Equity
Consolidated
31 December
2014
$
30 June
2014
$
18,951
117,231
8,510
44,082
-
30,119
27,461
**191,432 **
18,623
87,490
130,935
18,562,486
149,558
18,649,976
177,019
18,841,408
1,560,003
1,805,233
4,384,327
-
5,944,330
1,805,233
-
3,987,443
-
3,987,443
5,944,330
5,792,676
(5,767,311)
**13,048,732 **
24,110,506
23,625,016
1,827,810
1,548,804
(31,130,159)
(11,551,111)
(5,191,843)
13,622,709
(575,468)
(573,977)
(5,767,311)
**13,048,732 **

The accompanying notes form part of this interim financial report.

Page 6

CELSIUS COAL LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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________________

Consolidated
Balance at 1 July 2013
Loss for the period
Other comprehensive
income
Total comprehensive
loss for the period
Issue of share capital
Capital raising costs
Share based payments
Balance at
31 December 2013
Balance at 1 July 2014
Loss for the period
Other comprehensive
income
Total comprehensive
loss for the period
Issue of share capital
Capital raising costs
Share based payments
Balance at
31 December 2014
Issued
Capital
$
Accumulated
Losses
$
23,303,437
(4,483,070)
Foreign
Currency
Translation
Reserve
$
411,293
Equity
Based
Payments
Reserve
$
Non-
Controlling
Interest
$
Total
$
1,022,178
(40,034)
20,213,804
-
(3,878,976)
-
-
-
293,030
-
(349,544)
(4,228,520)
-
(17,036)
275,994
-
(3,878,976)
293,030 -
(366,580)
(3,952,526)
331,443
-
(6,815)
-
-
-
-
-
-
-
-
331,443
-
-
(6,815)
(134,802)
-
(134,802)
23,628,065
(8,362,046)
704,323 887,376
(406,614)
**16,451,104 **
23,625,016
(11,551,111)
-
(19,579,048)
-
-
661,428
-
412,137
887,376
(573,977)
13,048,732
-
(1,491)
(19,580,539)
-
-
412,137
-
(19,579,048)
412,137 -
(1,491)
(19,168,402)
521,333
-
(35,843)
-
-
-
-
-
-
-
-
521,333
-
-
(35,843)
(133,131)
-
(133,131)
24,110,506
(31,130,159)
1,073,565 754,245
(575,468)
(5,767,311)

The accompanying notes form part of this interim financial report.

Page 7

CELSIUS COAL LIMITED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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________________

CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Payments for exploration and evaluation
Interest received
Receipts from customers
Net cash outflow from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment
Net cash outflow from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Proceeds from share issue
Payment for capital raising
Net cash inflow from financing activities
Net decrease in cash held
Cash at the beginning of the financial period
Cash at the end of the financial period
Consolidated
31 December
2014
$
31 December
2013
$
(266,951)
(1,690,770)
(99,194)
(2,766,807)
1,773
4,032
-
643
(364,372)
(4,452,902)
-
(68,288)
-
(68,288)
105,285
2,500,000
196,650
150,000
(35,843)
(6,815)
266,092
2,643,185
(98,280)
(1,878,005)
117,231
2,339,971
18,951
461,966

The accompanying notes form part of this interim financial report.

Page 8

CELSIUS COAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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1. BASIS OF PREPARATION

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 ‘Interim Financial Reporting’. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’.

The half-year financial report does not include full disclosures of the type normally included in an annual financial report. It is recommended that this half-year financial report be read in conjunction with the annual financial report for the year ended 30 June 2014 and any public announcements made by Celsius Coal Limited during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 .

The half-year financial report has also been prepared on an accruals basis and is based on historical costs, modified, where applicable by the measurement at fair value for certain classes of assets and liabilities. The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted in the annual financial report for the year ended 30 June 2014, except as set out below:

New and Revised Accounting Standards and Interpretations

The consolidated entity has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. The adoption of these new and revised Accounting Standards and Interpretations has not resulted in a significant or material change to the consolidated entity’s accounting policies. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted by the consolidated entity.

Going Concern

The half-year financial report has been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the half-year financial report, the consolidated entity incurred a loss of $19,580,539 and had net cash operating outflows of $364,372 for the half-year ended 31 December 2014. As at that date, the consolidated entity had net current liabilities of $5,916,869 and net liabilities of $5,767,311.

The Directors believe that there are reasonable grounds to believe that the consolidated entity will continue as a going concern after consideration of the following factors:

  • Subsequent to 31 December 2014, $4,483,245 of the Blumont Convertible Note debt and the corresponding accrued interest were converted into equity;

  • The Company has director related payables of $138,276 as at 31 December 2014 and has negotiated with the directors for those payables to be repaid in shares as was done during the half-year;

  • The Company is negotiating with other creditors in order to be able to satisfy a significant number of liabilities via share based payments;

  • The Company has received written confirmation from an independent stockbroker of their intention to undertake a capital raising where some funds will be applied to satisfy remaining creditors and provide working capital; and

  • The ability to scale down its operations in order to curtail expenditure, in the event insufficient cash is available to meet projected expenditures.

Page 9

CELSIUS COAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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1. BASIS OF PREPARATION (Continued)

Accordingly, the Directors believe that the consolidated entity will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the halfyear financial report.

If the consolidated entity is not successful in raising additional capital, there is significant uncertainty whether the consolidated entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the half-year financial report.

The half-year financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the consolidated entity does not continue as a going concern.

2. OPERATING SEGMENTS

Identification of Reportable Segments

The consolidated entity operates within two reportable business segments, being mineral exploration and extraction operations in Australia and the Kyrgyz Republic.

Half-Year Ended
31 December 2014
Sales to external customers
Other revenue
Total segment revenue
Segment results before
income tax
Loss before income tax
As At 31 December 2014
Segment assets
Total assets
Segment liabilities
Total liabilities
Half-Year Ended
31 December 2013
Sales to external customers
Other revenue
Total segment revenue
Segment results before
income tax
Loss before income tax
Australia
$ Kyrgyz Republic
$ -
-
158
1,615
Consolidated
$ -
1,773
158
1,615
1,773
(512,784)
(19,067,755)
(19,580,539)
177,019
-
(19,580,539)
177,019
4,880,343
1,063,987
177,019
5,944,330
Australia
$ Kyrgyz Republic
$ -
643
4,032
-
4,032
643
(1,525,211)
(2,703,309)
5,994,330
Consolidated
$
643

4,032

4,675
(4,228,520)
(4,228,520)

Page 10

CELSIUS COAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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2. OPERATING SEGMENTS (continued)

As At 31 December 2013

Segment assets
Total assets
Segment liabilities
Total liabilities
253,078
20,118,876

20,371,954
2,895,576
1,025,274
20,371,954

3,920,850
3,920,850

3. BORROWINGS

This is comprised of Convertible Notes issued to Blumont Group Ltd and interest accrued on these notes.

On 3 March 2015, the Company converted the outstanding debt and accrued interest owing on the Blumont Group Ltd’s Convertible Notes. The Company issued 155,368,852 fully paid ordinary shares at $0.025 to convert the total principal outstanding and issued 21,782,674 fully paid ordinary shares at $0.0275 to convert the accrued interest, as per the Convertible Note Agreement. On 6 March 2015, the Company and Blumont Group Ltd signed a Deed of Termination and Release in respect of the Convertible Note Deed and Subscription Agreement signed between the Company and Blumont Group Ltd. The effect is that the Company will no longer be receiving any further funds from Blumont Group Ltd as previously expected and with the amount outstanding converted into ordinary shares, the Company no longer has any loans payable or borrowings outstanding to Blumont Group Ltd.

4. ISSUED CAPITAL

At the beginning of the reporting period
Shares issued during the period:
-
6/8/14 Shares issued under Share Purchase Plan
-
29/8/14 Shares issued under Share Purchase Plan
-
23/12/14 Shares issued to directors and ex-employees
Capital raising costs
At reporting date
Number of
Shares
$
2,011,471,247
23,625,016
227,062,500
181,650
18,750,000
15,000
360,759,434
324,683
-
(35,843)
2,618,043,181
24,110,506

5. CONTINGENT LIABILITIES

Since the last annual reporting date, there has been no material change to any contingent liabilities.

Page 11

CELSIUS COAL LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2014

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6. DIVIDENDS

No dividends have been paid or provided for during the half-year (2013: nil).

7. EVENTS SUBSEQUENT TO REPORTING DATE

On 3 March 2015, the Company converted the outstanding debt and accrued interest owing on the Blumont Group Ltd’s Convertible Notes. The Company issued 155,368,852 fully paid ordinary shares at $0.025 to convert the total principal outstanding and issued 21,782,674 fully paid ordinary shares at $0.0275 to convert the accrued interest, as per the Convertible Note Agreement. On 6 March 2015, the Company and Blumont Group Ltd signed a Deed of Termination and Release in respect of the Convertible Note Deed and Subscription Agreement signed between the Company and Blumont Group Ltd. The effect is that the Company will no longer be receiving any further funds from Blumont Group Ltd as previously expected and with the amount outstanding converted into ordinary shares, the Company no longer has any loans payable or borrowings outstanding to Blumont Group Ltd.

On 21 February 2015, 20,000,000 unlisted Class C options exercisable at $0.02 expired.

Other than the above, no other matters or circumstances have arisen since the end of the half-year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

Page 12

CELSIUS COAL LIMITED DIRECTORS’ DECLARATION

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The directors of the Company declare that:

  1. The financial statements and notes, as set out in this half-year financial report are in accordance with Corporations Act 2001 including:

  2. a. complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001 ; and

  3. b. giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance for the half-year ended on that date.

  4. In the director’s opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

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William Oliver Non-Executive Chairman Dated this 16[th] day of March 2015

Page 13

RSM Bird Cameron Partners

8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9111 www.rsmi.com.au

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF CELSIUS COAL LIMITED

We were engaged to review the accompanying half-year financial report of Celsius Coal Limited which comprises the statement of financial position as at 31 December 2014 and the statement of profit or loss and other comprehensive income, statement of changes in equity and the statement of cash flows for the halfyear ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year 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 half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on conducting the review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Because of the matter described in the Basis for Disclaimer of Conclusion paragraph, however, we were not able to obtain sufficient appropriate evidence to provide a basis for a review conclusion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Celsius Coal Limited, would be in the same terms if given to the directors as at the time of this auditor's review report .

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Liability limited by a Major Offices in: scheme approved Perth, Sydney, Melbourne, under Professional Adelaide and Canberra Standards Legislation ABN 36 965 185 036

RSM Bird Cameron Partners is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

Basis for Disclaimer of Conclusion

The consolidated entity includes two wholly-owned controlled entities, Pandj Sher ANK LLC and Baidamar Mining Company LLC, in the Kyrgyz Republic, which had combined net assets of $3,971,936 as at 30 June 2014. The directors of the company have been unable to obtain the financial statements for the half-year ended 31 December 2014 of these wholly-owned controlled entities. We were unable to conduct our required review procedures on these wholly-owned controlled entities for the half-year ended 31 December 2014. As a result, we were unable to obtain sufficient appropriate evidence to provide a basis for a review conclusion. Accordingly we were unable to determine whether any adjustments were necessary in respect of the consolidated entity’s share of these wholly-owned controlled entities’ assets and liabilities as at 31 December 2014, its share of these wholly-owned controlled entities’ income and expenses for the half-year ended 31 December 2014 and the effect of this on the statement of changes in equity and the statement of cash flows.

Disclaimer of Conclusion

Because of the significance of the matter described in the Basis for Disclaimer of Conclusion paragraph, we were unable to, and do not express a conclusion as to whether the half-year financial report of Celsius Coal Limited is in accordance with the Corporations Act 2001 including:

  • (a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001 .

Emphasis of Matter

We draw attention to Note 1 in the financial report, which indicates that the consolidated entity incurred a loss of $19,580,539 and had net cash operating outflows of $364,372 for the half-year ended 31 December 2014. As at that date, the consolidated entity had net current liabilities of $5,916,869 and net liabilities of $5,767,311. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty which may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.

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RSM BIRD CAMERON PARTNERS

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Perth, WA Dated: 16 March 2015

TUTU PHONG Partner

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RSM Bird Cameron Partners

8 St George’s Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9101 www.rsmi.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Celsius Coal Limited for the half-year ended 31 December 2014, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • (ii) any applicable code of professional conduct in relation to the review.

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RSM BIRD CAMERON PARTNERS

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Perth, WA Dated: 16 March 2015

TUTU PHONG Partner

Liability limited by a Major Offices in: RSM Bird Cameron Partners is a member of the RSM network. Each member scheme approved Perth, Sydney, Melbourne, of the RSM network is an independent accounting and advisory firm which under Professional Adelaide and Canberra practises in its own right. The RSM network is not itself a separate legal entity Standards Legislation ABN 36 965 185 036 in any jurisdiction.

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