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COPPERMOLY LIMITED — Interim / Quarterly Report 2009
Mar 5, 2009
64690_rns_2009-03-05_4a5fe62a-e5bd-400f-95d3-822fc4417ab8.pdf
Interim / Quarterly Report
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COPPERMOLY LTD
A.B.N. 54 126 490 855
INDEX TO CONSOLIDATED INTERIM FINANCIAL REPORT
HALF-YEAR ENDED 31 DECEMBER 2008
| Page | |
|---|---|
| DIRECTORS’ REPORT | 2 |
| AUDITOR’S INDEPENDENCE DECLARATION | 3 |
| INDEPENDENT REVIEW REPORT TO THE MEMBERS | 4-5 |
| DIRECTORS’ DECLARATION | 6 |
| CONSOLIDATED INCOME STATEMENT | 7 |
| CONSOLIDATED BALANCE SHEET | 8 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 9 |
| CONSOLIDATED CASH FLOW STATEMENT | 10 |
| NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 11-16 |
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2008 and any public announcements made by Coppermoly Ltd during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
Page 1 of 16
DIRECTORS’ REPORT
Your directors present their report on the consolidated entity consisting of Coppermoly Limited and the entity it controlled at the end of, or during, the half-year ended 31 December 2008.
DIRECTORS
The following persons were directors of Coppermoly Limited during the half-year and up to the date of this report:
Robert D. McNeil Peter Swiridiuk Dal Brynelsen Peter McNeil Doug Hutchinson – resigned as a director 30 July 2008 Ces Iewago – appointed as a director 1 November 2008
RESULTS AND DIVIDENDS
The consolidated entity loss after income tax for the half-year is $3,174,386 (2007: $282,000). There is no dividend paid or recommended.
REVIEW OF OPERATIONS
During the half-year, the Company:
-
(i) Allotted 2,589,437 listed options (COYO), being the shortfall from the Entitlements Issue dated 30 April 2008;
-
(ii) Funded ongoing exploration and evaluation work on its exploration areas in Papua New Guinea; and
-
(iii) Listed on the Port Moresby Stock Exchange on 9 December 2008.
AUDITORS’ INDEPENDENCE DECLARATION
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 immediately follows this report.
This report is made in accordance with a resolution of the directors.
This report is made in accordance with a resolution of the directors.
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Peter Swiridiuk Managing Director Bundall, Qld Dated: 6 March 2009
Page 2 of 16
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6[th] March 2009
The Directors Coppermoly Limited PO Box 7996 Gold Coast Mail Centre QLD 9726
Dear Directors
DECLARATION OF INDEPENDENCE BY CHRISTOPHER SKELTON TO THE DIRECTORS OF COPPERMOLY LIMITED
As lead auditor for the review of Coppermoly Limited for the half year ended 31 December 2008, I declare that to the best of my knowledge and belief, there have been:
-
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
b) no contraventions of any applicable code of professional conduct in relation to the review .
This declaration is in respect of Coppermoly Limited and the entity it controlled during the period.
Yours faithfully BDO Kendalls (QLD)
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C J Skelton Partner
Page 3 of 16
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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF COPPERMOLY LIMITED
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Coppermoly Limited and its controlled entity, which comprises the balance sheet as at 31 December 2008, and the income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, other selected explanatory notes and the directors’ declaration for Coppermoly Group (the consolidated entity). The consolidated entity comprises both Coppermoly Limited (the company) and the entity 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 and fair presentation of the halfyear financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim and other Financial Reports Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the disclosing entity’s financial position as at 31 December 2008 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Coppermoly Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Matters relating to the electronic presentation of the reviewed financial report
This review report relates to the financial report of Coppermoly Limited (the company) for the half-year ended 31 December 2008 included on Coppermoly Limited’s web site. The company’s directors are responsible for the integrity of the Coppermoly Limited web site. We have not been engaged to report on the integrity of this web site. The review report refers only to the financial report identified above. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report. If users of this report are concerned with the inherent risks arising from electronic data communications they are advised to refer to the hard copy of the reviewed financial report to confirm the information included in the reviewed financial report presented on this web site.
Page 4 of 16
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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF COPPERMOLY LIMITED (continued)
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 would be in the same terms if it had been given to the Directors at the time that this auditor’s review report was made.
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Coppermoly Limited is not in accordance with the Corporations Act 2001 including:
-
(a) giving a true and fair view of the entity’s financial position as at 31 December 2008 and of its performance for the half-year ended on that date; and
-
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
Emphasis of Matters
Without qualification to the opinion expressed above attention is drawn to the following matter:
As set out in Note 1, the financial report has been prepared on a going concern basis. The ability of the consolidated entity to maintain continuity of normal business activities and to pay its debts as and when they fall due is dependent upon the continued ability of the consolidated entity to raise capital and or to successfully explore and subsequently exploit the consolidated entity’s tenements.
The ultimate recoupment of costs carried forward for exploration and evaluation is dependent upon the successful development and commercial exploitation or sale of the respective areas of interest. Ultimate exploitation through the development of mines will depend on raising necessary funding.
No adjustments have been made to the financial report relating to the recoverability and classification of the asset carrying amounts or the amounts and classification of liabilities that might be necessary should the company be unable to raise capital as and when required and the exploitation of the areas of interest not be successful or the company not continue as a going concern.
BDO Kendalls (QLD)
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C J Skelton Partner Brisbane 6 March 2009
Page 5 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES A.B.N. 54 126 490 855
DIRECTORS’ DECLARATION
In the directors’ opinion:
-
(a) the financial statements and notes set out on pages 7 to 16 are in accordance with the Corporations Act 2001 , and:
-
(i) comply with Accounting Standards and the Corporations Regulations 200 1; and
-
(ii) give a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and of its performance for the half-year ended on that date; and
-
(b) there are reasonable grounds to believe that Coppermoly Limited 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 directors.
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Peter Swiridiuk Managing Director Bundall Qld Dated: 6 March 2009
Page 6 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES CONSOLIDATED INCOME STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
| Revenue from continuing operations – interest received Other income Depreciation Employee benefits expense Exploration expenditure Administration and insurances Corporate compliance and shareholder relations Office rental, communications and consumables Other expenses Profit / (Loss) before income tax Income tax (expense)/credit Net Profit / (Loss) for the half year Basic and diluted earnings / (loss) per share |
Half - year 2008 $ 2007 $ |
Half - year 2008 $ 2007 $ |
|---|---|---|
| 136,083 7,353 |
- - |
|
| 143,436 | - | |
| (77,609) (245,345) (2,809,958) (49,787) (38,195) (20,826) (76,102) |
- (282,000) - - - - - |
|
| (3,174,386) - |
(282,000) - |
|
| (3,174,386) | (282,000) | |
| Cents (4.76) |
Cents (0.57) |
The above consolidated income statement should be read in conjunction with the accompanying notes.
Page 7 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2008
| Notes ASSETS Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Receivables Property plant and equipment 3 Mineral exploration and development expenditure 4 Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and other payables Provisions Total Current Liabilities Non-Current Liabilities Provisions Total Non-Current Liabilities Total Liabilities Net Assets EQUITY Contributed equity 5(a) Reserves 5(b) Accumulated losses 5(c) Total Equity |
31-Dec-08 $ |
30-June-08 $ |
|---|---|---|
| 1,169,765 140,361 |
5,444,437 75,092 |
|
| 1,310,126 | 5,519,529 | |
| 19,406 791,651 1,915,548 |
14,435 355,554 1,392,470 |
|
| 2,726,605 | 1,762,459 | |
| **4,036,731 ** | 7,281,988 | |
| 194,840 48,600 |
733,554 38,943 |
|
| 243,440 | 772,497 | |
| 4,283 4,283 |
2,362 2,362 |
|
| 247,723 | 774,859 | |
| 3,789,008 | 6,507,129 | |
| 8,518,007 988,673 (5,717,672) |
8,540,982 509,433 (2,543,286) |
|
| 3,789,008 | 6,507,129 |
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
Page 8 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2008
| Notes Total equity at the beginning of the half year Foreign currency translation Profit / (Loss) for the half-year Total recognised income and expense for the half-year Transactions with equity holders in their capacity as equity holders: Contributions of equity net of transaction costs Share options Share based payments expense Total equity at the end of the half-year |
Half - year 2008 $ 2007 $ |
|---|---|
| 6,507,129 - 453,346 3,044 (3,174,386) (282,000) (2,721,040) (278,956) |
|
| (22,975) 1,940,000 25,894 - - 282,000 |
|
| 2,919 2,222,000 |
|
| 3,789,008 1,943,044 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Page 9 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES CONSOLIDATED CASH FLOW STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2008
| Cash Flows From Operating Activities Cash receipts /(paid) in the course of operations Interest received Payments to suppliers and employees not included as part of exploration and evaluation activities below Goods and Services Tax refunded /(paid) Net Cash Flow Inflow (Outflow) From Operating Activities Cash Flows From Investing Activities Exploration and evaluation activities Payments for property, plant and equipment Security deposits recovered /(paid) Proceeds from sale of property, plant and equipment Net Cash (Outflow) Inflow From Investing Activities Cash Flows From Financing Activities Proceeds from the issue of shares (net of share issue costs) Proceeds from share subscription money held pending issue of shares Net Cash Inflow (Outflow) From Financing Activities Net increase /(decrease) in cash and cash equivalents Effect of foreign exchange on cash and cash equivalents Cash and cash equivalents at the beginning of the half-year Cash and cash equivalents at end of the half-year |
Half-year 2008 $ 2007 $ |
|---|---|
| (161) - 135,942 - (399,690) - (83,833) - (347,742) - |
|
| (3,578,888) (176,757) (395,336) (5,128) (504) - 10,518 - |
|
| (3,964,210) (181,885) |
|
| (2,011) 340,608 (350) 4,552,392 (2,361) 4,893,000 |
|
| (4,314,313) 4,711,115 |
|
| 39,641 - 5,444,437 - |
|
| 1,169,765 4,711,115 |
The above consolidated cash flow statement should be read in conjunction with the accompanying notes.
Page 10 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2008
NOTE 1. BASIS OF PREPARATION OF HALF-YEAR REPORT
This general purpose financial report for the interim half-year reporting period ended 31 December 2008 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2008 and any public announcements made by Coppermoly Ltd during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The accounting policies and methods of computation adopted in the preparation of the half year financial report are consistent with those adopted and disclosed in the Company’s 2008 Annual Financial Report for the financial year ended 30 June 2008, unless otherwise stated.
Basis of Preparation and Going Concern Basis
The financial statements have been prepared on the going concern basis. The financial report has also been prepared on a historical cost basis. Non-current assets and disposal groups held-for-sale are measured at the lower of carrying amounts and fair value less costs to sell. As at 31 December 2008 the Group had net assets of $3,789,008 and continues to incur expenditure on its exploration tenements drawing on its cash balances. As at 31 December 2008 the Company had $1,169,765 in cash and cash equivalents. The ultimate recoupment of costs carried forward for exploration and evaluation is dependent upon the successful development and commercial exploitation or sale of the respective areas of interest. Ultimate exploitation through the development of mines will depend on raising necessary funding. The directors are of the opinion that they will be able to raise capital as and when required. At this time the directors are of the opinion that no asset is likely to be realised for an amount less than the amount at which it is recorded in the financial report at 31 December 2008. Accordingly, no adjustments have been made to the financial report relating to the recoverability and classification of the asset carrying amounts or the amounts and classification of liabilities that might be necessary should the company be unable to raise capital as and when required and the exploitation of the areas of interest not be successful or the company not continue as a going concern.
NOTE 2. SEGMENT INFORMATION
Primary reporting format – geographical segments.
| Segment revenue Segment results Segment depreciation Segment write down of exploration assets |
Half Year | GEOGRAPHICAL SEGMENTS Australia $ Papua New Guinea $ Consolidated $ |
GEOGRAPHICAL SEGMENTS Australia $ Papua New Guinea $ Consolidated $ |
GEOGRAPHICAL SEGMENTS Australia $ Papua New Guinea $ Consolidated $ |
|---|---|---|---|---|
| 2008 | 135,942 | 7,494 | 143,436 | |
| 2007 | - | - | - | |
| 2008 | (322,250) | (2,852,136) | (3,174,386) | |
| 2007 | (282,000) | - | (282,000) | |
| 2008 | 4,485 | 73,124 | 77,609 | |
| 2007 | - | - | - | |
| 2008 | - | 2,809,958 | 2,809,958 | |
| 2007 | - | - | - |
The entity operates predominantly in the mining industry. This comprises exploration and evaluation of copper – gold-(molybdenum) projects. Inter-segment transactions are priced at cost to the entity.
Page 11 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2008
| NOTE 3. NON CURRENT ASSETS: PROPERTY, PLANT AND EQUIPMENT Plant and Equipment Plant and equipment at cost Less accumulated depreciation Reconciliation Reconciliation of the carrying amount of property, plant and equipment at the beginning and end of the financial year are set out below: Carrying amount at the beginning of the period Additions Disposals Depreciation expense Foreign currency exchange differences Carrying amount at the end of the period NOTE 4. MINERAL EXPLORATION AND EVALUATION EXPENDITURE Balance at the beginning of the period Foreign currency adjustment to asset carrying value Expenditure during the period Acquired by issue of shares Amounts written-off during the period Balance at the end of the period |
31 December 2008 $ |
30 June 2008 $ |
|---|---|---|
| 900,707 (109,056) |
374,200 (18,646) |
|
| **791,651 ** | 355,554 | |
| 355,554 395,336 (3,572) (77,609) 125,942 |
- 374,247 (47) (18,646) - |
|
| 795,651 | 355,554 | |
| 31 December 2008 $ |
30 June 2008 $ |
|
| 1,392,470 523,078 2,809,958 - (2,809,958) |
- - 1,956,915 1,392,470 (1,956,915) |
|
| 1,915,548 | 1,392,470 |
The term of the Mt Nakru Exploration Licence (EL 1043) expired on 8 December 2008 and is currently subject to an application for renewal (lodged 21 August 2008). The Company has fully complied with all licence requirements and has exceeded expenditure requirements and therefore expects that the licence will be renewed in the near future.
Page 12 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2008
NOTE 5. CONTRIBUTED EQUITY AND RESERVES
| OTE 5. CONTRIBUTED EQUITY AND RESERVES | ERVES | |
|---|---|---|
| (a) Contributed Equity Half-Year ended 31 December 2008 Year ended 30 June 2008 Number of Shares Number of Shares Opening Balance - - Issues of ordinary shares during the half- year Acquisition of Copper Quest PNG from New Guinea Gold Corporation, Canada - 1 Seed Capital Issue - 10,000,000 Shares issued to Pacific Kanon Gold Corporation for termination of the Nakru Joint Venture - 10,526,316 Shares issued to New Guinea Gold Corporation for transfer of EL 1043 and EL 1077 - 29,473,683 Initial Private Offering subscriptions - 32,015,288 Less costs of raising capital Contributed Equity (b) Reserves Share-based payments reserve Share option reserve Foreign currency translation reserve Share-based payments reserve Balance at the beginning of the period Option expense Transfer to share capital (options exercised) Balance at the end of the period Share option reserve Balance at the beginning of the period Options issued Balance at the end of the period |
Half-Year ended 31 December 2008 Year ended 30 June 2008 Number of Shares Number of Shares |
Half-Year Ended 31 December 2008 Year ended 30 June 2008 $ $ |
| 8,540,982 - - - - 500,000 - 378,947 - 1,061,052 - 8,003,822 (22,975) (1,402,839) |
||
| 8,518,007 8,540,982 |
||
| Half-Year Ended 31 December 2008 Year ended 30 June 2008 $ $ |
||
| 423,307 423,307 205,038 179,144 360,328 (93,018) |
||
| 988,673 509,433 |
||
| 423,307 - - 423,307 - - |
||
| 423,307 423,307 |
||
| 179,144 - 25,894 179,144 |
||
| 205,038 179,144 |
Page 13 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2008
NOTE 5. CONTRIBUTED EQUITY AND RESERVES (Continued)
| OTE 5. CONTRIBUTED EQUITY AND RESERVES (Continued) | |
|---|---|
| (b) Reserves Foreign Currency Translation Reserve Balance at the beginning of the period Currency translation difference arising during the half year Balance at the end of the period (c) Accumulated losses Movements in accumulated losses were as follows: Balance at the beginning of the period Net Profit / (Loss) for the half year Balance at the end of the period (d) Nature and purpose of reserves (i) Share-based payments reserve |
Half-Year Ended 31 December 2008 Year ended 30 June 2008 $ $ |
| (93,018) - 453,346 (93,018) |
|
| 360,328 (93,018) |
|
| (2,543,286) - (3,174,386) (2,543,286) |
|
| (5,717,672) (2,543,286) |
|
The share-based payments reserve is used to recognise the fair value of options issued as part of remuneration but not exercised.
(ii) Foreign Currency Translation Reserve
Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency translation reserve. The reserve is recognised in profit and loss when the net investment is disposed of.
(iii) Share Option Reserve
Represents the issue of 20,503,822 listed options at $0.01 per option in accordance with a non-renounceable rights issue of 1 option per 4 shares which was commenced in June 2008 and finalised in July 2008.
NOTE 6. RELATED PARTY TRANSACTIONS
-
(i) Coppermoly Ltd shares its Head Office facilities and services with New Guinea Gold Ltd. The two companies share accounting, administration and geological services. Some personnel costs may be intercharged between the two companies on a cost-recovery basis and generally on an as needed project specific basis. New Guinea Gold Ltd’s parent company, New Guinea Gold Corporation, holds 46.667% of the ordinary shares of, and has two directors in common with, Coppermoly Ltd (Peter McNeil and Robert D. McNeil).
-
(ii) Copper Quest (PNG) Ltd purchased two drill rigs and ancillary equipment in November 2008 for a total consideration of Papua New Guinea Kina 415,000 ($250,000) from Frontier Resources Ltd. The equipment purchase was negotiated under normal commercial terms and conditions and was approved by the full Board of Directors of Coppermoly Ltd with Peter McNeil and Robert D. McNeil abstaining from the discussion and approval process. Peter McNeil is Chairman of Coppermoly Ltd and Managing Director of Frontier Resources Ltd and Robert D. McNeil is a Director of Coppermoly Ltd and Chairman of Frontier Resources Ltd.
The above transactions were made on normal terms and conditions and at market rates.
Page 14 of 16
COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2008
NOTE 7. EXPLORATION COMMITMENTS
| 7. EXPLORATION COMMITMENTS Exploration Expenditure Commitments In order to maintain rights of tenure to exploration tenements the company and the consolidated entity are required to perform exploration work to meet the minimum expenditure requirements (the amounts shown) as specified by various governments. The Company has exceeded these minimum expenditure requirements. Not later than 1 year Later than 1 year but not later than 2 years |
Half Year 2008 $ 2007 $ 274,730 300,000 249,460 100,000 |
|---|---|
| 524,190 400,000 |
(a) Exploration Expenditure Commitments
(b) Other operating commitments Future property, equipment hire, service and exploration drilling agreements not provided for in the financial statements and payable. Equipment hire, service agreements and exploration drilling agreements were all completed or terminated in the December 2008 half-year.
| Not later than 1 year Later than 1 year but not later than 2 years |
41,759 301,952 28,800 27,450 |
|---|---|
| 70,559 329,402 |
NOTE 8. CONTINGENT LIABILITIES
(i) The Macmin Royalty
By an agreement dated 12 June 2002 between Macmin NL, Macmin (PNG) Limited and New Guinea Gold Corporation (NGG Canada), NGG Canada indirectly acquired all rights, title and interests held by Macmin NL in respect of EL1043 (Nakru) and EL1077 (Simuku) through the purchase of all of the issued capital of Macmin (PNG) Limited (being a wholly owned subsidiary of Macmin NL).
Under the terms of the agreement NGG Canada granted a 1% net smelter return royalty (NSRR) in favour of Macmin NL payable in respect of all mineral products produced from the tenements upon being brought into production. The royalty remains attached to the tenements and becomes payable by the company upon the tenements being brought into production.
(ii) The Yeaman Trust Deed
Macmin NL’s original application for EL1077 (Simuku) was lodged as agent for both itself and Mr William Stanley Yeaman (Yeaman). By two deeds of trust dated 5 June 1994 and 20 April 1996 respectively Yeaman is entitled to a 10% free carried interest (FCI) in the tenement. Upon the completion of a bankable feasibility study Yeaman must elect to convert his FCI to either a 10% fully contributing joint venture interest or a 2% gross royalty interest payable in respect of all products mined from the Simuku property.
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COPPERMOLY LIMITED & ITS CONTROLLED ENTITIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2008
NOTE 8. CONTINGENT LIABILITIES (continued)
(iii) Joint Financial Advisor and Sponsoring Broker
By an agreement dated 20 August 2007 the company agreed to pay fees to Novus Capital Limited (Novus) for its services in raising the IPO capital. Novus has a right to be retained as: (1) joint financial advisor, together with South Pacific Securities Limited (SPS), and as exclusive broker and lead manager for a period of 24 months from the date of the company’s official listing in respect of any further capital raising and (2) as the exclusive investor relations adviser to the company for a monthly fee of $6,000 (plus GST) for a period of 12 months from the date of the company’s official listing.
(iv) Termination benefits
Termination benefits are payable in certain circumstances under the employment agreement with an executive director. Under this agreement, a sum equal to three months salary is payable in lieu of notice, at the date of such termination, if services are terminated without notice.
NOTE 9. DIVIDENDS
There was no dividend recommended during the reporting period.
Page 16 of 16