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CZR RESOURCES LTD — Annual Report 2012
Sep 27, 2012
64748_rns_2012-09-27_63892e06-e746-4c37-a702-84bf4264efad.pdf
Annual Report
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES ABN 91 112 866 869
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2012
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
TABLE OF CONTENTS
Corporate Directory ........................................................................................................................................... 3 Directors’ Report ................................................................................................................................................ 4 Auditor’s Independence Declaration ................................................................................................................ 16 Statement of Comprehensive Income ............................................................................................................. 17 Statement of Financial Position ....................................................................................................................... 18 Statement of Cash Flows ................................................................................................................................ 19 Statement of Changes in Equity ...................................................................................................................... 20 Notes to the Financial Statements ................................................................................................................... 21 Directors’ Declaration ...................................................................................................................................... 43 Independent Audit Report ................................................................................................................................ 44 Corporate Governance .................................................................................................................................... 46 Additional Shareholder Information ................................................................................................................. 50 Schedule of Mineral Tenements ...................................................................................................................... 52
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
CORPORATE DIRECTORY
DIRECTORS
Stephen Lowe Adam Sierakowski Kwong Choon Soong
COMPANY SECRETARY Stephen Hewitt-Dutton
PRINCIPAL OFFICE
Level 24
44 St George’s Terrace PERTH WA 6000 Telephone: (08) 6211 5099 Facsimile: (08) 9218 8875
REGISTERED OFFICE
Level 24
44 St George’s Terrace PERTH WA 6000 Telephone: (08) 6211 5099 Facsimile: (08) 9218 8875 Website: www.coziron.com
AUDITORS
BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008 Telephone: (08) 6382 4600 Facsimile: (08) 6382 6401
SHARE REGISTRAR
Security Transfer Registrars Alexandria House, Suite 1 770 Canning Highway APPLECROSS WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233
STOCK EXCHANGE LISTING
Australian Stock Exchange (Home Exchange: Perth, Western Australia) Code: CZR
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT
The directors of Coziron Resources Limited present the financial report of the company and its controlled entities (referred to hereafter as the Company) for the financial year ended 30 June 2012.
In order to comply with the provisions of the Corporations Act 2001 , the directors report as follows:
DIRECTORS
The names of directors who held office during or since the end of the year:
Stephen Lowe (appointed 21 October 2010) Adam Sierakowski (appointed 21 October 2010) Kwong Choon Soong (appointed 11 February 2010)
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
COMPANY SECRETARY
The following persons have held the position of company secretary during or at the end of the financial year:
Stephen Hewitt-Dutton (appointed 21 October 2010)
PRINCIPAL ACTIVITIES
The principal activity of the Economic Entity during the financial year was mineral exploration.
There were no significant changes in the nature of the Entity’s principal activities during the financial year.
OPERATING RESULTS
The loss of the Group after providing for income tax amounted to $2,079,768 (2011: $773,552).
DIVIDENDS PAID OR RECOMMENDED
The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report.
REVIEW OF OPERATIONS
Project Acquisition
On December 2011, the Company entered into agreements, which were subject to variation on 16 July 2012, to acquire 3 separate projects in Western Australia for total consideration of 500 million shares at an agreed value of $15,000,000 ($0.03 per share). At the current share price of $0.09 the value of the consideration shares is $45,000,000. The Vendors would retain a 15% interest in 3 separate joint ventures, free carried through until the completion of a Bankable Feasibility Study on the tenements each of the 3 projects.
Prior to completion of the purchase the following conditions needed to be satisfied:
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(a) Obtaining approvals, if any, under the relevant Mining Act;
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(b) The Company maintaining a balance of $2 million in its share application account; and
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(c) The acquisitions were subject to shareholder approval at a general meeting which was held on 13 September 2012. The acquisition was approved at that meeting.
Additionally, under the agreements the Vendors are entitled to be reimbursed for prior expenditure on the tenements acquired of approximately $1.8 million across the 3 projects. Reimbursement is subject to the approval of the ASX and the Company raising a minimum of $7 million by 30 June 2013, which the Company may extend to 30 June 2014. The amount may also be reimbursed through the issue of equivalent shares.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
At the date of this report the conditions have been met and the settlement of the acquisition will occur shortly.
Details of the projects are as follows:
YARRALOOLA
During the year the Company undertook the first ever exploratory drill program on the Yarraloola iron-ore project in the Pilbara’s iron producing Hamersley Basin. The program involved 65 vertical RC holes for 4,090m. In addition, geologists from Coziron undertook further mapping and collected 150 rock-chip samples. This programme is the first to be conducted by Coziron on the seven contiguous exploration licences and two prospecting licenses which cover a total area of 1,456.3km[2] .
The main units which host economic deposits of iron-ore in the Pilbara are the Brockman and Marra Mamba banded iron formations (BIF’s) and Channel Iron Deposits (CID’s). Historical work on the Yarraloola tenements has mapped the Brockman over a strike length of 26 km and Marra Mamba over 29 km. CID’s have also been mapped in outcrop and have been prioritised for second stage exploration.
This exploratory RC programme drilled holes into five of seven preliminary target areas that were generated by Zanthus Resources Pty Ltd. Each target with a strike length of about 1km and width of about 500m had previously reported rock-chip samples with Fe>50%. Geologically, almost all holes were at sites which were interpreted to be the upper parts of the Marra Mamba Iron Formation which further east in the Hamersley Basin hosts the West Angeles iron-ore deposits.
Target areas for preliminary reconnaissance drilling are shown in figure 1
DRILL RESULTS
The results provide significant insights into the geology of the targets and are summarised as follows.
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Target 1 – Shales within the Wittenoom Dolomite that become locally Fe-enriched near surface.
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Target 2 – Palaeo-river channel containing fragments of bedded haematite, CID and Brockman Iron Formation.
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Target 3 – Graphitic and sulphidic, highly contorted shales in the interval beneath the Wittenoom Dolomite and above the Marra Mamba that become Fe-enriched near surface (Table 1). The sulphidic units in the graphitic shale show complimentary enrichment in Au (max = 24ppb) Cu (max = 382ppm), Pb (max = 95ppm), Zn (max = 1460ppm), Co (max = 91ppm), As (max = 107ppm) and U (max = 4.2ppm).
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Target 4 – Graphitic shales overlying the Marra Mamba that become mineralised at surface.
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Target 5 – Goethite-cemented haematitic conglomerates overlying Wittenoom Dolomite (not drilled in this programme but mapped and sampled in more detail).
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Target 6 – Goethite-cemented conglomerates overlying mineralised shales of the Wittenoom Dolomite.
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Target 7 – Haematite enrichment associated with the Brockman Iron Formation was not accessible for this programme.
Overall, thicker, more continuous and higher-grade drill intercepts were reported at Area 3 which had the most laterally extensive zones of goethite-limonite enrichment at the surface. Drilling through the goethitic outcrop intercepted graphitic and sulphidic shales at depths of about 20m suggesting limited opportunities for West Angeles-style iron-ore development in this area. In contrast, the anomalous gold and trace-metal contents which is reported in the graphitic and sulphidic shale is regarded as a positive indicator for the potential presence of exhalative or volcanic-associated base-metal mineralisation.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
Table 1. Representative XRF analyses from the Yarraloola drill targets with Fe> 50%
| Target | Hole No | From (m) |
To (m) |
Fe % |
SiO2 % |
Al2O3 % |
P % |
*LOI | Easting | Northing |
|---|---|---|---|---|---|---|---|---|---|---|
| 3 | YAR017 | 4 | 5 | 50.29 | 13.65 | 3.64 | 0.034 | 6.92 | 421671 | 7625461 |
| 4 | YAR041 | 4 | 5 | 53.91 | 8.28 | 2.04 | 0.048 | 8.85 | 420336 | 7618896 |
| 6 | YAR061 | 9 | 10 | 53.21 | 11.31 | 2.10 | 0.015 | 8.38 | 420693 | 7606730 |
| 6 | YAR062 | 37 | 38 | 53.23 | 9.93 | 1.22 | 0.024 | 10.97 | 420527 | 7606880 |
Easting and Northing - GDA94 – Zone 50; * LOI at 1100°C
RECONNAISSANCE GEOLOGY RESULTS
A programme of mapping and rock-chip sampling was initiated as part of a geological review and iron-ore target generation programme. About 150 samples each weighing 1-2kg were collected from a variety of geological settings which hosted iron-rich outcrop. Representative results with Fe > 55% are presented in Table 2.
Table 2: A selection of representative XRF analyses from rock-chip samples that report Fe>55%.
| Sample | Easting | Northing | Rock type |
Fe % |
**SiO2% ** | Al2O3 % |
CaO % |
MnO % |
P % |
LOI* |
|---|---|---|---|---|---|---|---|---|---|---|
| Marra Mamba | ||||||||||
| RR2012-020 | 421244 | 7625805 | Shale | 55.39 | 10.94 | 0.78 | 0.08 | 0.61 | 0.07 | 7.79 |
| RR2012-039 | 421241 | 7629951 | BIF | 64.83 | 5.82 | 0.36 | 0.08 | 0.03 | 0.01 | 0.57 |
| RR2012-053 | 421375 | 7631897 | Shale | 55.36 | 15.87 | 0.21 | 1.01 | 0.09 | 0.07 | 3.09 |
| RR2012-054 | 421488 | 7631970 | Shale | 58.78 | 5.33 | 0.65 | 0.04 | 0.12 | 0.07 | 9.26 |
| Brockman | ||||||||||
| RR2012-009 | 420259 | 7626683 | Detrital | 57.58 | 8.88 | 2.43 | 0.99 | 0.03 | 0.07 | 3.8 |
| RR2012-046 | 413824 | 7601914 | Breccia | 59.89 | 3.52 | 1.63 | 0.12 | 0.54 | 0.1 | 6.89 |
| RR2012-120 | 419808 | 7607483 | BIF | 55.37 | 17.03 | 0.16 | 0.02 | 0.09 | 0.03 | 3.54 |
| RR2012-124 | 420522 | 7604968 | BIF | 55.26 | 16.85 | 0.15 | 0.04 | 0.01 | 0.06 | 3.91 |
| Laterite/Conglomerate | ||||||||||
| RR2012-014 | 421544 | 7624810 | 56.94 | 7.81 | 1.56 | 0.18 | 0.49 | 0.14 | 7.98 | |
| RR2012-099 | 419117 | 7612302 | 57.25 | 9.68 | 1.35 | 0.12 | 0.06 | 0.05 | 6.8 | |
| RR2012-100 | 419113 | 7612377 | 62.66 | 6.56 | 0.29 | 0.1 | 0.09 | 0.04 | 3.29 |
Easting and Northing - GDA94 – Zone 50; * LOI at 1100°C
Results show that outcrop of the Marra Mamba hosts shales with Fe to 58.8% and there are iron-rich, bedded interbands with Fe to 64.8%. The Brockman also reports haematitic detritus and outcrops of haematitic breccias with Fe up to 59.9%, while strongly magnetic, 20-30cm thick, siliceous bands in the Brockman report Fe>55%. Sampling of 1-5m thick, lateritic and Fe-rich, conglomeratic beds unconformably overlying the Wittenoom Dolomite have reported Fe to 62.7%.
Many of the samples were collected at sites well removed from the targets in the initial drill programme and follow-up work is underway.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
SECOND STAGE EXPLORATION TARGETING
As a result of its preliminary drilling and reconnaissance geological work, the Company has for the first time generated an evolving picture of the geological setting in the Yarraloola projects and where to best focus future exploration. The first stage drilling program has only explored a small portion of the 1,456.3km[2] of the total tenement package, with exploration targeting expected to continue over the next exploration drilling phases. Stage 2 exploration will investigate the iron formations within the Marra Mamba and Brockman which essentially remain untested, along with CID prospects.
Stage 2 exploration prospects and CID targets identified in figure 1
KING-X
The KingX project has applications and granted exploration licenses covering an area of 2,986km[2] located in the Earaheedy basin. These are underlain by Palaeoproterozoic-age clastic and chemical sediments. The Company’s focus is the widespread occurrence of stratabound manganiferous-rich material which marks the upper part of the Frere Formation.
Subsequent to the end of the financial year, the Company conducted a review of the geology, geological setting and geochemistry of the manganese occurrences on three of the KingX granted tenements. Following the review, a 4,100 line km airborne magnetic-radiometric survey at a line spacing of 100m has been engaged and is anticipated to be completed during October 2012. This survey will provide additional data on the stratigraphic and structural controls of the mineralised outcrop and assist with the selection of drill targets.
BUDDADOO
The Buddadoo Project covers an area of 210km[2] in part of the Yalgoo Greenstone Belt. The project has identified gabbro-hosted V-Ti-magnetite and felsic-related copper-gold mineralisation and is prospective for Archaean-age orogenic gold. Following a review of work to date, the following work plan has been generated for the 2013 financial year.
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Undertake infill and extensional soil and rock-chip sampling in areas regarded as being prospective for gold and copper.
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Characterise the mineralogy and chemistry of the V-Ti-magnetite bands to determine down-stream processing options.
Competent Persons Statement
The information in this report that relates to mineral resources and exploration results is based on information compiled by Rob Ramsay BScHons, MSc PhD, MAIG. Rob Ramsay is a full-time Consultant Geologist for Coziron and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Rob Ramsay has given his consent to the inclusion in this report of the matters based on the information in the form and context in which it appears.
AGAM IRON SANDS PROJECT
The Company maintains its interest in the Agam Iron Sands project, located on the island of Sumatra. The project comprises two licences totalling 3,960 hectares. The two licences are situated approximately 100 kms north-west of Padang, the capital city of West Sumatra. The licences are located on the coastal plains within a few hundred metres of the shoreline. The northernmost tenement has been the focus for exploration of iron rich sands. The concentrations of heavy mineral sands, principally magnetite, occur as distinct bands of varying thicknesses within a sequence of silt, sand and gravel beds below surface. No significant expenditure is planned for this project in the next 12 months therefore the exploration asset has been impaired during the period by the amount of $519,834.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
Figure 1 – Coziron Yarraloola iron-ore project showing the distribution of the Marra Mamba and Brockman Iron Formations, stage 1 targets (1-7) and stage 2 exploration targets.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
Figure 2 - Location of the Coziron Resources Ltd projects in Western Australia.
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Figure 3 - Location of the Yaraloola project showing proximity to local infrastructure.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than as outlined in the review of operations above, there were no significant changes in the state of affairs of the Company.
EVENTS OCCURING AFTER THE REPORTING PERIOD
On 13 September 2012 shareholders approved the acquisition of the above projects by acquiring 3 entities, Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd. At the same meeting shareholders gave approval to issue of 500 million shares as consideration for the acquisition of the 3 entities.
On 20 September 2012, the Company issued 20,670,000 shares at 10c per share in a placement for applications and funds received by the Company prior to 30 June 2012.
There has not been any matter or circumstance that has arisen after the reporting date that has 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 future financial periods.
INFORMATION ON DIRECTORS
Adam Sierakowski
Non-Executive Chairman (appointed 21 October 2010)
Experience Mr Sierakowski is a lawyer and partner of the legal firm Price Sierakowski. He has over 16 years of experience in legal practice, much of which he has spent as a corporate lawyer consulting and advising on a range of transactions to a variety of large private and listed public entities. Interest in Shares 3,030,000 Fully paid ordinary shares Interest in Options Nil Other Directorships My ATM Holdings Limited (since 23 July 2012) Kinetiko Energy Limited (since 8 December 2011) Triangle Energy (Global) Limited (since 9 October 2009 to 5 October 2011) Carnavale Resources Limited (22 November 2006 to 2 March 2011) Stirling Biofuels International Limited (21 June 2006 to 29 April 2010) International Resource Holdings Limited (4 March 2009 to 9 October 2009) Stephen Lowe Non-Executive Director (appointed 21 October 2010) Experience Mr Stephen Lowe is a taxation and business management specialist with over 15 years of experience consulting to a wide range of corporate and private clients on a broad range of taxation issues including mining and international matters. He is a former director of the Perth based specialist taxation firm MKT - Taxation Advisors.
His qualifications include a Bachelor of Business, Post-Graduate Diploma in Advanced Taxation and a Master of Taxation from the University of New South Wales. Steve is a Fellow of the Taxation Institute of Australia and a Member of the Australian Institute of Company Directors.
Steve is currently the business manager for major shareholder Yandal Investments Pty Ltd. Steve manages all aspects of Mark Creasy’s various business interests and investments. Interest in Shares 5,143,000 Fully paid ordinary shares Interest in Options Nil Other Directorships Sirius Resources Limited (since 12 July 2007) Apex Minerals NL (31 October 2001 to 17 February 2010)
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
Kwong Choon Soong
Kwong Choon Soong Non-Executive Director Experience Mr Soong was previously General Manager of Malaysia Airlines based in Perth, Australia. He has worked with the airline for over 25 years as a senior manager, and also as Director of Industrial Relations. His qualifications include a Bachelor of Arts Degree. Mr. Soong is currently a Director of 2 private limited companies involved in information technology. Interest in Shares 3,000,000 Fully paid ordinary shares Interest in Options Nil Other Directorships Nil
MEETINGS OF DIRECTORS
The number of directors' meetings held during the financial year and the number of meetings attended by each director is:
| Number | Meetings | |
|---|---|---|
| Eligible to | Attended | |
| Director | Attend | |
| Adam Sierakowski | 3 | 3 |
| Stephen Lowe | 3 | 3 |
| Kwong Choon Soong | 3 | 3 |
The Company does not have a formally constituted audit committee as the board considers that the company’s size and type of operation do not warrant such a committee.
FUTURE DEVELOPMENTS
The Group will continue to evaluate and review the Agam Iron Sands project. The Company has acquired 3 new projects Zanthus, Buddadoo and KingX, and controls the exploration on the 3 projects. In addition, the Company will continue to review other potential projects with the object of increasing shareholder value.
ENVIRONMENTAL REGULATION
The Company is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out any exploration work.
Greenhouse gas and energy data reporting requirements
The group has reviewed the reporting requirements of both the Energy Efficiency Opportunities Act 2006 and the National Greenhouse and Energy Reporting Act 2007 . Based on the Group’s current operations, they are not required to register, nor are they required to report emissions data to the Greenhouse and Energy Data Officer.
REMUNERATION REPORT (Audited)
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001 .
The information contained in this Remuneration Report, including the amount of remunerations paid and the principles of compensation employed relate to the period up until the appointment of the Administrators. Following the successful recapitalisation of the Company the Board will establish new principles commensurate with the small scale of the Company’s enterprise and the associated economic restrictions this places on the Company.
Remuneration policy
The remuneration policy of Coziron Resources Limited has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates and offering specific long-term incentives based on key performance areas affecting the economic entity’s financial results. The board of Coziron Resources
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors and executives to run and manage the economic entity.
The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the economic entity is as follows:
The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The board policy is to review executive packages annually by reference to the economic entity’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries.
The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is to attract the highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.
Executives are also entitled to participate in the employee share and option arrangements. The executive directors and executives receive a superannuation guarantee contribution required by the government, which is currently 9%, and do not receive any other retirement benefits. All remuneration paid to directors and executives is valued at the cost to the company and expensed. Options are valued using the BlackScholes method.
The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is to be sought when required, however has not been sought during this reporting period. The maximum aggregate amount of fees that can be paid to non-executive directors is $250,000 approved by shareholders at the Annual General Meeting on 30 November 2011. Fees for non-executive directors are not linked to the performance of the economic entity. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares in the company and are able to participate in the employee option plan.
The objective of the Company’s executive reward framework is set to attract and retain the most qualified and experienced directors and senior executives. The board ensures that executive reward satisfies the following key criteria for good reward governance practices:
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Competitiveness
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Acceptability to shareholders
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Performance linkage
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Capital management
Directors’ fees
A director may be paid fees or other amounts as the directors determine where a director performs special duties or otherwise performs services outside the scope of the ordinary duties of a director. A director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.
Bonuses
No bonuses were given to key management personnel during the 2011 and 2012 years.
Performance based remuneration
The company currently has no performance-based remuneration component built into director and executive remuneration packages given that the company is currently still in exploration phase. Therefore, all remuneration is fixed and no amount is considered at risk.
Company performance, shareholder wealth and director’s and executive’s remuneration
The remuneration policy has been tailored to increase goal congruence between shareholders and directors and executives. In prior years, this was facilitated through the issue of options to the majority of directors and executives to encourage the alignment of personal and shareholder interests. For details of movements in
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
directors’ and executives’ interests in options, refer Note 21 of the financial statements. There are currently no director or executive options on issue.
The following table shows the gross revenue and losses and the share price of the Company at the end of the respective financial year:
| Revenue Net Loss Share price |
30 June 2012 30 June 2011 30 June 2010 30 June 2009 30 June 2008 |
|---|---|
| 128,506 31,178 735 10,623 48,411 2,079,768 773,552 331,288 1,100,519 4,100,491 8.5c 3.1c 2.8c 3.0c 15.0c * |
- Share prices for the 2010 financial year and earlier are based on the shares prior to the 1 for 2 consolidation approved at the annual general meeting held on 31 January 2011 and effected in the register on 9 February 2011.
Key management personnel
The following persons were key management personnel and specified executives of Coziron Resources Limited during the financial year:
Name Position Held (i) Directors Kwong Choon Soong Non-Executive Director (Appointed 11 February 2010) Adam Sierakowski Non-Executive Chairman (Appointed 21 October 2010) Stephen Lowe Non-Executive Director (Appointed 21 October 2010)
(ii) Specified Executives Stephen Hewitt-Dutton Company Secretary (appointed 21 October 2010)
Employment contracts of key management personnel
The Company does not currently have key management personnel employed under an employment contract, rather the board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is $250,000 approved by shareholders at the Annual General Meeting on 30 November 2011. Fees for nonexecutive directors are not linked to the performance of the economic entity.
Mr. Hewitt-Dutton is an employee of Trident Management Services Pty Ltd, to which Coziron Resources Limited paid fees for the provision of accounting and Company Secretarial services under a Service Agreement. For more information, refer to Note 21.
Remuneration of key management personnel
| 2012 Short-term benefits Cash salary and fees Post-Employment Benefits Pension & Superannuation Share-based payments Total |
Adam Sierakowski 1 Stephen Lowe Kwong Choon Soong Stephen Hewitt- Dutton 2 Total $ $ $ $ 64,000 49,541 37,800 102,667 254,008 - 4,459 16,600 - 21,059 - - - - - |
|---|---|
| 64,000 54,000 54,400 102,667 **275,067 ** |
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
| 2011 Short-term benefits Cash salary and fees Post-Employment Benefits Pension & Superannuation Share-based payments Total |
Adam Sierakowski 1 Stephen Lowe Kwong Choon Soong Richard Tan Sin Hin Lim Stephen Hewitt- Dutton 2 Total $ $ $ $ $ $ 44,405 34,238 31,302 - - 88,513 198,458 - 3,081 6,017- - - - 9,098 - - - - - - - |
|---|---|
| 44,405 37,319 37,319 - - 88,513 207,556 |
Note 1: Adam Sierakowski was not in receipt of any remuneration or any other fees from Coziron Resources Limited during the 2012 financial year. Mr. Sierakowski is a director of Trident Capital Pty Ltd, to which Coziron Resources Limited paid director’s fees. For more information, refer to Note 21.
Note 2: Stephen Hewitt-Dutton was not in receipt of any remuneration or any other fees from Coziron Resources Limited during the 2012 financial year. Mr. Hewitt-Dutton is an employee of Trident Management Services Pty Ltd, to which Coziron Resources Limited paid fees for the provision of accounting and Company Secretarial services under a Service Agreement. For more information, refer to Note 21.
Compensation options granted and exercised during the year ended 30 June 2012
No remuneration options were granted or exercised during the year ended 30 June 2012 (2011: Nil).
Performance income as a proportion of total income
No performance-based bonuses have been paid to key management personnel during the financial year (2011: Nil).
Voting and comments made at the Company’s 2011 Annual General Meeting
The Company received more than 85% of votes, of those shareholders who exercised their right to vote, in favour of the remuneration report for the 2011 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
END OF REMUNERATION REPORT (Audited).
OPTIONS
At the date of this report there are nil unissued ordinary shares of the Company under option. Options that expired during the year are:
| Grant Date | Expiry Date | Exercise Price | Number of Options |
|---|---|---|---|
| 3 March 2010 | 30 September 2011 | $0.10 | 577,500 |
During the year ended 30 June 2010 3,250,000 options exercisable at $0.25 on or before 31 December 2009 expired. Also during that year, the Directors issued 1,155,000 options exercisable at $0.05 on or before 30 September 2011 as free attaching options as part of the capital raising completed in March 2010. At the general meeting held on 31 January 2011 the options were consolidated on a 1 for 2 basis in accordance with the ordinary shares. These remaining 577,500 options expired on 30 September 2011.
INDEMNIFYING OFFICERS OR AUDITOR
In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every Officer, auditor or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as Officer, auditor or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ REPORT (Continued)
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court under s.237 of the Corporations Act to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of these proceedings. The Company was not a party to any such proceedings during the year.
NON-AUDIT SERVICES
The Directors are satisfied that the provision of non-audit services, during the year, by the auditor or a related practice of the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
During the 2012 year, the Company’s auditors assisted the Company in the preparation of the Prospectus by preparing the Investigating Accountants Report and the provision of taxation services. No other non – audit services have been provided by the Company’s auditors. Remuneration paid to the Company’s auditors is as below:
| Audit services Amounts paid/payable to BDO Audit (WA) Pty Ltd for: - audit or review of the financial report for the entity or any entity in the group Amounts paid/payable to related entities of BDO Audit (WA) Pty Ltd - Other services Amounts paid to Cormac Sharkey & Co for: audit or review of the financial report for the entity or any entity in the group Amounts paid/payable to other audit firms for: - audit or review of the financial report for the entity or any entity in the group - Other services |
Consolidated 2012 $ 2011 $ 55,049 40,707 16,542 18,120 |
|---|---|
| 71,590 58,827 - 28,009 2,344 3,409 - 20,000 |
|
| 73,934 110,245 |
The Directors are also satisfied that the provision of non-audit services by the auditor, as set out in Note 10 to the financial statements, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
All non-audit services have been reviewed by the Board of Directors to ensure they do not impact the impartiality and objectivity of the auditor, and
-
None of the services undermine the general principles relating to auditor’s independence as set out in APES110: Code of Ethics for Professional Accountants.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration under section 307C of the Corporations Act 2001 for the year ended 30 June 2012 is set out on page 16.
This report is signed in accordance with a resolution of the Board of Directors.
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Adam Sierakowski Director Dated this 28[th] day of September 2012
15
38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia
Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au
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28 September 2012
The Directors Coziron Resources Limited Level 24, 44 St Georges Terrace PERTH WA 6000
Dear Sirs,
DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF COZIRON RESOURCES LIMITED
As lead auditor of Coziron Resources Limited for the year ended 30 June 2012, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Coziron Resources Limited and the entities it controlled during the period.
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Phillip Murdoch Director
BDO Audit (WA) Pty Ltd Perth, Western Australia
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012
| (a) Note Revenue from continuing operations 6 Depreciation and amortisation expense 7 Impairment of receivables and assets 7 Employee benefits expense 7 Compliance and professional fees Occupancy expenses 7 Administrator’s costs Administration expenses Directors’ fees Exploration costs 14 Impairment of exploration assets 14 (Loss) before income tax Income tax expense 8 (Loss) for the year Other comprehensive loss for the year Total comprehensive loss for the year Loss and total comprehensive loss is attributable to: Owners of Coziron Resources Limited (Loss) per share Basic and diluted loss per share 9 |
Consolidated 2012 $ 2011 $ 128,506 31,178 - (24,359) - (35,648) - (3,543) (435,898) (422,643) (24,463) (72,022) - (57,021) (61,738) (70,451) (164,456) (119,043) (1,001,885) - (519,834) |
|---|---|
| (2,079,768) (773,552) - - |
|
| (2,079,768) (773,552) |
|
| - - |
|
| (2,079,768) (773,552) |
|
| (2,079,768) (773,552) |
|
| (2,079,768) (773,552) |
|
| Cents Cents (0.46) (0.40) |
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
17
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012
| Note ASSETS Current Assets Cash and cash equivalents 11 Trade and other receivables 12 Total Current Assets Non-Current Assets Exploration assets and exploration expenditure 14 Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables 15 Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 16 Reserves Accumulated losses 17 TOTAL EQUITY |
Consolidated 2012 $ 2011 $ 3,204,911 2,420,255 142,421 75,991 |
|---|---|
| 3,347,332 2,496,246 |
|
| - 519,834 |
|
| - 519,834 |
|
| 3,347,332 3,016,080 |
|
| 2,644,439 233,419 |
|
| 2,644,439 233,419 |
|
| 2,644,439 233,419 |
|
| 702,893 2,782,661 |
|
| 3,248,200 3,248,200 - - (2,545,307) (465,539) |
|
| 702,893 **2,782,661 ** |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
18
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012
| Note Cash flows from operating activities Cash paid to suppliers and employees Interest received Net cash (outflow) from operating activities 19 Cash flows from investing activities Payments for exploration expenditure Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Proceeds from application for shares Payments for share issue costs Proceeds from borrowings Repayment of borrowings Net cash inflow from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 11 |
Consolidated 2012 $ 2011 $ (737,357) (823,595) 113,180 31,178 |
|---|---|
| (624,177) (792,417) |
|
| (645,772) - |
|
| (645,772) - |
|
| - 2,500,000 2,054,605 - (92,250) - 800,000 - (53,000) |
|
| 2,054,605 3,154,750 |
|
| 784,656 2,362,333 2,420,255 57,922 |
|
| 3,204,911 2,420,255 |
The above consolidated cash flow statement should be read in conjunction with the accompanying notes.
19
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2012
| At 1 July 2010 Total comprehensive loss for the year Transactions with owners in their capacity as owners Conversion of convertible notes Reduction of capital as approved at the general meeting Shares Issued Transaction costs Total transactions with owners in their capacity as owners At 30 June 2011 At 1 July 2011 Total comprehensive loss for the year Total transactions with owners in their capacity as owners At 30 June 2012 |
Issued capital Share issue costs Accumulated losses Total equity $ $ $ $ 6,628,614 - (6,280,151) 348,463 - - (773,552) (773,552) 800,000 - - 800,000 (6,588,164) - 6,588,164 - 2,500,000 - - 2,500,000 - (92,250) - (92,250) |
|---|---|
| (3,288,164) (92,250) 6,588,164 3,207,750 |
|
| 3,340,450 (92,250) (465,539) 2,782,661 |
|
| 3,340,450 (92,250) (465,539) 2,782,661 - - (2,079,768) (2,079,768) |
|
| - - - - |
|
| 3,340,450 (92,250) (2,545,307) 702,893 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
20
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012
1. CORPORATE INFORMATION
The consolidated financial report of Coziron Resources Limited for the year ended 30 June 2012 was authorised for issue in accordance with a resolution of the directors on 28 September 2012 and covers Coziron Resources Limited as an individual entity as well as the Consolidated Entity consisting of Coziron Resources Limited and its subsidiaries as required by the Corporations Act 2001 .
The consolidated financial report is presented in the Australian currency.
Coziron Resources Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange.
2. SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for Coziron Resources Limited as an individual entity and the consolidated entity consisting of Coziron Resources Limited and its subsidiaries.
(a) Basis of Preparation
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001
Compliance with IFRS
Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report complies with International Financial Reporting Standards (IFRS)
Historical cost convention
These financial statements have been prepared under the historical cost convention.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 3.
Going concern
The accompanying financial statements have been prepared on a going concern basis.
(b) Basis of Consolidation
Subsidiaries
The consolidated financial statements comprise the financial statements of Coziron Resources Limited and its subsidiaries at 30 June each year (“the Group”). Subsidiaries are entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Potential voting rights that are currently exercisable or convertible are considered when assessing control. Consolidated financial statements include all subsidiaries from the date that control commences until the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent, using consistent accounting policies.
21
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
All intercompany balances and transactions, including unrealised profits arising from intragroup transactions have been eliminated. Unrealised losses are also eliminated unless costs cannot be recovered.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the statement of comprehensive income, statement of changes in equity and statement of financial position respectively.
Subsidiaries are accounted for in the parent entity’s financial statements at cost.
Associates
Associates are entities over which the Group has significant influence but not control. Associates are accounted for in the parent entity’s financial statements at cost and the consolidated financial statements using the equity method of accounting. Under the equity method of accounting, the consolidated income statement reflects the Group’s share of associates’ post-acquisition profits or losses and the consolidated statement of financial position reflects the Group’s share of post-acquisition movements in reserves or equity. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends received from associates are recognised in the parent entity’s statement of comprehensive income but rather reduce the carrying amount of the investment in the consolidated financial statements.
When the Group’s share of post-acquisition losses in an associate exceeds its interest in the associate (including any unsecured receivables), the Group does not recognise further losses unless it has obligations to, or has made payments, on behalf of the associate.
The financial statements of the associates are used to apply the equity method. The reporting dates of the associates and the parent are identical and both use consistent accounting policies.
(c) Foreign Currency Translation
The functional and presentation currency of Coziron Resources Limited and its subsidiaries is Australian dollars (AUD).
Foreign currency transactions are translated into the functional currency using the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. Foreign exchange gains and losses resulting from settling foreign currency transactions, as well as from restating foreign currency denominated monetary assets and liabilities, are recognised in the statement of comprehensive income, except when they are deferred in equity as qualifying cash flow hedges or where they relate to differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when fair value was determined.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
(d) 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.
(e) Revenue Recognition
Revenue is recognised at the fair value of consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. The following specific recognition criteria must also be met before revenue is recognised:
22
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
Interest
Revenue is recognised as interest accrues using the effective interest method. The effective interest method uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial asset.
(f) Income Tax
The income tax expense for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
(g) Impairment of Assets
At each reporting date the Group assesses whether there is any indication that individual assets are impaired. Where impairment indicators exist, recoverable amount is determined and impairment losses are recognised in the statement of comprehensive income where the asset’s carrying value exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purpose of 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.
Where it is not possible to estimate recoverable amount for an individual asset, recoverable amount is determined for the cash-generating unit to which the asset belongs.
(h) Cash and Cash Equivalents
For consolidated statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the consolidated statement of financial position.
(i) Trade Receivables
Trade receivables are recognised at original invoice amounts less an allowance for uncollectible amounts and have repayment terms between 30 and 90 days. Collectability of trade receivables is assessed on an ongoing basis. Debts which are known to be uncollectible are written off. An allowance is made for doubtful debts where there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will not be able to collect all amounts due according to the original terms.
(j) Impairment of Financial Assets
The Group assesses at each reporting date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously amortised in profit or loss – is removed from equity and amortised in the statement of comprehensive. Impairment losses amortised in the statement of comprehensive income on equity instruments classified as available-for-sale are not reversed through the statement of comprehensive income.
23
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
(k) Fair Values
Fair values may be used for financial asset and liability measurement and well as for sundry disclosures.
Fair values for financial instruments traded in active markets are based on quoted market prices at reporting date. The quoted market price for financial assets is the current bid price and the quoted market price.
The fair value of financial instruments that are not traded in an active market are determined using valuation techniques. Assumptions used are based on observable market prices and rates at reporting date. The fair value of long-term debt instruments is determined using quoted market prices for similar instruments. Estimated discounted cash flows are used to determine fair value of the remaining financial instruments. The fair value of forward exchange contracts is determined using forward exchange market rates at reporting date.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the group for similar financial instruments.
(l) Exploration, Evaluation and Development Expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which:
-
(i) such costs are expected to be recouped through successful development and exploitation or from sale of the area; or
-
(ii) exploration and evaluation activities in the area have not, at reporting date, reached a stage which permit a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active operations in, or relating to, the area are continuing.
Accumulated costs in respect of areas of interest which are abandoned are written off in full against profit in the year in which the decision to abandon the area is made.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on the successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.
(m) Property, Plant and Equipment
All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the statement of comprehensive income during the reporting period in which they are incurred.
24
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
Land is not depreciated. Depreciation on other assets is calculated on a straight-line basis over the estimated useful life of the asset as follows:
| - Vehicles | 3 – 5 years |
|---|---|
| - Furniture, fittings and equipment | 3 – 8 years |
| - Plant and equipment | 10 – 15 years |
The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each reporting date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 2(g)).
Gains and losses on disposals are calculated as the difference between the net disposal proceeds and the asset’s carrying amount and are included in the income statement in the year that the item is derecognised.
(n) Intangible Assets
Goodwill
Goodwill represents the excess of the cost of the business combination over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities. Goodwill is not amortised but is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination’s synergies. Impairment is determined by assessing the recoverable amount of the cashgenerating unit to which the goodwill relates. Impairment losses on goodwill cannot be reversed.
(o) Trade and Other Payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the year end and which are unpaid. These amounts are unsecured and have 30-60 day payment terms.
(p) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
(q) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
25
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
(r) Employee Benefit Provisions
Short term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised in respect of employees’ services rendered up to reporting date and measured at amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when leave is taken and measured at the actual rates paid or payable. Liabilities for wages and salaries are included as part of Other Payables and liabilities for annual sick leave are included as part of Employee Benefit Provisions.
Other Long term employee benefit obligations
Liabilities for long service leave are recognised as part of the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees to the reporting date using the projected unit credit method. Consideration is given to expected future salaries and wages levels, experience of employee departures and periods of service. Expected future payments are discounted using national government bond rates at reporting date with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
(s) Contributed Equity
Ordinary shares are classified as equity.
Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.
(t) Earnings Per Share
Basic earnings per share
Basic earnings per share is calculated by dividing the net loss attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings per share
Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after-tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(u) Goods and Services Tax (GST)
Revenues, expenses are recognised net of GST except where 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.
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 cash flow statement 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.
26
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
(v) New Accounting Standards and Interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2012 reporting periods. The group's assessment of the impact of these new standards and interpretations is set out below.
(i) AASB 9 Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (effective from 1 January 2015)
AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2015 but is available for early adoption.
There will be no impact on the group’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the group does not have any such liabilities. The derecognition rules have been transferred from AASB 139 Financial Instruments: Recognition and Measurement and have not been changed. The group has not yet decided when to adopt AASB 9.
(ii) AASB 10 Consolidated Financial Statements (effective from 1 January 2013) AASB 10 Introduces a single ‘control model’ for all entities, including special purpose entities (SPEs), whereby all of the following conditions must be present:
-
Power over investee (whether or not power used in practice)
-
Exposure, or rights, to variable returns from investee
-
Ability to use power over investee to affect the [Entity]’s returns from investee
-
Introduces the concept of ‘defacto’ control for entities with less than 50% ownership interest in an entity, but which have a large shareholding compared to other shareholders. This could result in more instances of control and more entities being consolidated
When this standard is first adopted for the year ended 30 June 2014, there will be no impact on transactions and balances recognised in the financial statements because the Group does not have any special purpose entities.
(iii) AASB 11 Joint Arrangements (effective from 1 January 2013)
Joint arrangements will be classified as either ‘joint operations’ (where parties with joint control have rights to assets and obligations for liabilities) or ‘joint ventures’ (where parties with joint control have rights to the net assets of the arrangement). The group intends to apply the amendment from 1 July 2013.
(iv) AASB 12 Disclosure of Interests in Other Entities (effective from 1 January 2013)
AASB 12 combines existing disclosures from AASB 127 Consolidated and Separate Financial Statements, AASB 128 Investments in Associates and AASB 131 Interests in Joint Ventures . AASB 12 introduces new disclosure requirements for interests in associates and joint arrangements, as well as new requirements for unconsolidated structured entities.
As this is a disclosure standard only, there will be no impact on amounts recognised in the financial statements. However, additional disclosures will be required for interests in associates and joint arrangements, as well as for unconsolidated structured entities
(v) AASB 13 Fair Value Measurement (effective for annual reporting periods beginning on or after 1 July 2013)
AASB 13 establishes a single framework for measuring fair value of financial and non-financial items recognised at fair value in the statement of financial position or disclosed in the notes in the financial statements.
Additional disclosures required for items measured at fair value in the statement of financial position, as well as items merely disclosed at fair value in the notes to the financial statements.
Extensive additional disclosure requirements for items measured at fair value that are ‘level 3’ valuations in the fair value hierarchy that are not financial instruments
27
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
When this standard is adopted for the first time for the year ended 30 June 2014, additional disclosures will be required about fair values.
(vi) AASB 119 Employee Benefits ( effective from 1 July 2013)
In Employee benefits expected to be settled (as opposed to due to settled under current standard) wholly within 12 months after the end of the reporting period are short-term benefits, and therefore not discounted when calculating leave liabilities. Annual leave not expected to be used wholly within 12 months of end of reporting period will in future be discounted when calculating leave liability.
When this standard is first adopted for 30 June 2014 year end, annual leave liabilities will be recalculated on 1 July 2012 as long-term benefits because they are not expected to be settled wholly within 12 months after the end of the reporting period. This will result in a reduction of the annual leave liabilities recognised on 1 July 2012, and a corresponding increase in retained earnings at that date.
(vii) AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements ( effective from 1 July 2013)
Amendments to remove individual key management personnel (KMP) disclosure requirements from AASB 124 to eliminate duplicated information required under the Corporation Act 2001.
When this standard is first adopted for the year ended 30 June 2014 the Group will show reduced disclosures under Key Management Personnel note to the financial statements.
(viii) AASB 2011-9 Amendments to Australian Accounting Standards - Presentation of Items of Other Comprehensive Income ( effective from 1 July 2012) Amendments are to align the presentation of items of other comprehensive income (OCI), with US GAAP. Various name changes of statements in AASB 101 as follows:
-
1 statement of comprehensive income – to be referred to as ‘statement of profit or loss and other comprehensive income’
-
2 statements – to be referred to as ‘statement of profit or loss’ and ‘statement of comprehensive income’.
-
OCI items must be grouped together into two sections: those that could subsequently be reclassified into profit or loss and those that cannot.
When this standard is first adopted for the year ended 30 June 2013, there will be no impact on amounts recognised for transactions and balances for 30 June 2013 (and comparatives).
(ix) AASB 2012-5 Annual Improvements to Australian Accounting Standards 2009-2011 Cycle ( effective from 1 July 2013)
Non-urgent but necessary changes to IFRSs (IAS1, IAS 16 & IAS 32)
When this standard is first adopted for the year ended 30 June 2013, there will be no material impact.
3. ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. There are no estimates, assumptions or judgments that are expected to have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, except for the following:
Exploration and Evaluation Assets
Acquisition, exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are carried forward in respect of an area that has not, at reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. As there has been no active and significant operations in or relating to, the area of interest, the value of the exploration asset and expenditure has been impaired at the reporting date.
28
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
4. 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.
Coziron Resources Limited operates in the mineral exploration industry in Australia and Indonesia.
Given the nature of the Company, its size and current operations, management does not treat any part of the Company as a separate operating segment. Internal financial information used by the Company’s decision makers is presented on a “whole of entity” manner without dissemination to any separately identifiable segments.
The Company’s management operate the business as a whole without any special responsibilities for any separately identifiable segments of the business.
Accordingly the financial information reported elsewhere in this financial report is representative of the nature and financial effects of the business activities in which it engages and the economic environments in which it operates.
5. PARENT INFORMATION
| 5. PARENT INFORMATION |
|
|---|---|
| STATEMENT OF FINANCIAL POSITION Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Equity Contributed equity Accumulated losses Total equity STATEMENT OF COMPREHENSIVE INCOME Total loss for the year Total comprehensive income |
Parent 2012 $ 2011 $ 3,347,332 2,496,246 - - |
| 3,347,332 2,496,246 |
|
| 2,496,439 85,419 - - |
|
| 2,496,439 85,419 |
|
| 3,248,200 3,248,200 (2,397,307) (837,373) |
|
| 850,893 2,410,827 |
|
| (1,559,934) (837,373) |
|
| (1,559,934) (837,373) |
Guarantees
Coziron Resources Limited has not entered into any guarantees, in the current or previous financial year, in relation to the debt of its subsidiaries
Contractual Commitments
At 30 June 2012, Coziron Resources Limited has not entered into any contractual commitments for the acquisition of property, plant and equipment (2011: Nil)
29
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
| 6. REVENUE From continuing operations Interest Income 7. EXPENSES Profit/(Loss) before income tax includes the following specific expenses: Depreciation expense Impairment/Write off Write off fixtures and office equipment Related party receivables Employee benefits expense Occupancy expenses Other Net loss on disposal of property, plant and equipment Net foreign exchange (gain)/loss Exploration costs 8. INCOME TAX EXPENSE Income tax expense Current tax expense Deferred tax expense Total income tax expense in income statement Reconciliation of the effective tax rate Loss before income tax expense Tax at the Australian tax rate of 30% (2011: 30%) Tax losses not recognised as own asset - revenue losses - foreign losses - overseas losses Capital raising costs recognised in directly in equity Recognised temporary differences - deductible temporary differences Income tax expense |
Consolidated 2012 $ 2011 $ 128,506 31,178 |
|---|---|
| 128,506 31,178 |
|
| Consolidated 2012 $ 2011 $ - 24,359 - 35,648 - - - 35,648 - 3,543 24,463 3,543 - - - - 1,001,885 - 1,001,885 - Consolidated 2012 $ 2011 $ - - - - - - (2,079,768) (773,552) (623,930) (232,066) 641,980 245,441 - - - 6,432 (18,050) (18,050) - (1,757) - - - - |
30
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
8. INCOME TAX EXPENSE (Continued)
| 8. INCOME TAX EXPENSE (Continued) |
|
|---|---|
| Tax losses Unused tax losses for which no deferred tax asset has been recognised: Australia - Carry forward revenue losses - Carry forward foreign losses Potential benefit at 30% (2011: 30%) Unrecognised deferred tax assets Deferred tax assets have not been recognised in the statement of financial position for the following items: Deductible temporary differences - capital raising costs - provision and accruals Potential benefit at 30% (2011: 30%) |
Consolidated 2012 $ 2011 $ 1,398,387 912,357 83,851 83,851 |
| 1,482,238 996,208 |
|
| 444,671 298,862 |
|
| 28,613 28,613 - - |
|
| 28,613 28,613 |
|
| 8,584 8,584 |
The tax benefits of the above deferred tax assets will only be obtained if:
-
the company derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;
-
the company continues to comply with the conditions for deductibility imposed by law; and
-
no changes in income tax legislation adversely affect the company in utilising the benefits.
31
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
9. LOSS PER SHARE
Reconciliation of earnings used in calculating loss per share
| Basic loss per share Loss from operations attributable to ordinary equity holders of Coziron Resources Limited used to calculate basic loss per share Weighted average number of ordinary shares used as the denominator in calculating basic loss per share |
Consolidated 2012 $ 2011 $ (2,079,768) (773,552) |
|---|---|
| Consolidated 2012 Number 2011 Number 454,473,654 194,994,202 |
The Company’s potential ordinary shares, being options granted, are not considered dilutive as conversion of these shares would result in a decrease in the net loss per share.
10. AUDITORS' REMUNERATION
| Audit services Amounts paid/payable to BDO Audit (WA) Pty Ltd for: - audit or review of the financial report for the entity or any entity in the group Amounts paid/payable to related entities of BDO Audit (WA) Pty Ltd - Other services Amounts paid to Cormac Sharkey & Co for: audit or review of the financial report for the entity or any entity in the group Amounts paid/payable to other audit firms for: - audit or review of the financial report for the entity or any entity in the group - Other services 11. CASH AND CASH EQUIVALENTS Cash at bank and in hand Cash management account Term deposit |
Consolidated 2012 $ 2011 $ 55,049 40,707 16,542 18,120 |
|---|---|
| 71,590 58,827 - 28,009 2,344 3,409 - 20,000 |
|
| 73,934 110,245 |
|
| 16,652 8,781 2,188,259 911,474 1,000,000 1,500,000 |
|
| 3,204,911 2,420,255 |
Cash at bank and in hand, are interest bearing (2011: interest bearing) and at call. Funds held in term deposit are interest bearing and held, on average, at a term of less than 90 days.
32
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
Reconciliation of Cash
The above figures are reconciled to the cash at the end of the financial year as shown in the statement of cash flows as follows:
| Balances as above Balances per statement of cash flows |
Consolidated 2012 $ 2011 $ 3,204,911 2,420,255 |
|---|---|
| 3,204,911 2,420,255 |
The Groups exposure to interest rate risk is discussed in Note 18. The maximum exposure to interest rate risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above.
12. TRADE AND OTHER RECEIVABLES
| Deposits and interest receivable Prepayments Other receivables |
15,327 - 12,921 14,932 114,173 61,059 |
|---|---|
| 142,421 75,991 |
As of 30 June 2012, there were no trade or other receivables which were past due but not impaired. Please refer to Note 18 for assessment of Financial Risk Management.
13. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in Note 2(b).
| Country of | Class of | Equity | holding | |
|---|---|---|---|---|
| incorporation | shares | 2012 | 2011 | |
| $ | $ | |||
| PT Coziron Pertambangan | Indonesia | Ordinary | 100% | 100% |
| PT Coziron Copper | Indonesia | Ordinary | 100% | 100% |
- the proportion of ownership interest is equal to the proportion of voting power held.
14. EXPLORATION ASSETS
| Exploration and evaluation phases At cost Accumulated amortisation (and impairment) Reconciliations Exploration and evaluation phases Balance at beginning of period Exploration expenditure capitalised during the year Exploration expenditure impaired Balance at end of period Exploration expenditure expensed during the year |
Consolidated 2012 $ 2011 $ 519,834 519,834 (519,834) - |
|---|---|
| - 519,834 |
|
| 519,834 519,834 - - (519,834) - - 519,834 1,001,885 - |
33
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
Exploration costs are only carried forward to the extent that they are expected to be recouped through the successful development or sale of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.
In addition, the group has material mining exploration rights in Indonesia which are the subject of contractual requirements to undertake continuous work throughout the period. The directors do not plan to undertake significant expenditure of the projects at this time and have impaired the exploration asset and exploration expenditure during the reporting period.
15. TRADE AND OTHER PAYABLES
| Trade payables Accruals Employee entitlements Other payables |
Consolidated 2011 $ 2011 $ 569,834 191,341 20,000 29,000 - 13,078 2,054,605 - |
|---|---|
| 2,644,439 233,419 |
Other payables relates to the funds received for the issue of shares that are unissued at the date of this report. Coziron Resources Limited would be required to repay the funds to applicants if the shares are not issued.
Information about the Group’s exposure to foreign exchange risk is provided in Note 18.
16. CONTRIBUTED EQUITY
| 2012 Number Share capital Ordinary shares - Fully paid 454,473,654 - Capital raising costs - 454,473,654 Options - Fully paid - - Total contributed equity – parent entity Movements in ordinary shares Date Details 1-Jul-10 Opening balance 9-Feb-11 Consolidation of capital on 1 for 2 basis as approved at the Annual General Meeting on 31 January 20111 9-Feb-11 Reduction of capital 17-Feb-11 Issue of shares to Convertible Note Holders 17-Feb-11 Issue of shares under Prospectus Less: Transaction costs arising on shares issued 30-Jun-11 Closing Balance 30-Jun-12 Closing Balance |
2012 Number 454,473,654 - |
2012 Number 454,473,654 - |
2011 $ Number $ 3,340,450 454,473,654 3,340,450 (92,250) - (92,250) 3,248,200 454,473,6543,248,200 - 577,500 - - 577,500 - 3,248,200 3,248,200 Number Issue price $ |
2011 $ Number $ 3,340,450 454,473,654 3,340,450 (92,250) - (92,250) 3,248,200 454,473,6543,248,200 - 577,500 - - 577,500 - 3,248,200 3,248,200 Number Issue price $ |
2011 $ Number $ 3,340,450 454,473,654 3,340,450 (92,250) - (92,250) 3,248,200 454,473,6543,248,200 - 577,500 - - 577,500 - 3,248,200 3,248,200 Number Issue price $ |
|---|---|---|---|---|---|
| 454,473,654 | 3,248,200 454,473,654 |
||||
| - | - 577,500 |
||||
| - | - 577,500 |
||||
| 3,248,200 Number Issue price |
|||||
| 88,947,328 (44,473,674) - 160,000,000 $0.005 250,000,000 $0.01 - 454,473,654 454,473,654 |
6,311,006 (6,270,556) 800,000 2,500,000 (92,250) |
||||
| 3,248,200 3,248,200 |
34
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
16. CONTRIBUTED EQUITY (Continued)
| Movements in options 1-Jul-10 Opening Balance 9-Feb-11 Consolidation of capital on 1 for 2 basis as approved at the Annual General Meeting on 31 January 2011 30-Jun-11 Closing Balance 30-09-11 Expiry of 10c options 30-Jun-12 Closing Balance |
1,155,000 (577,500) 577,500 (577,500) - |
317,608 (317,608) - |
|---|---|---|
| - | ||
| - |
Note 1: During the prior year, a Deed of Company Arrangement was entered into and fully effectuated and the Company was removed from external administration. As part of this process the shareholders resolved in accordance with Sections 254H of the Corporations Act to consolidate the share capital of the Company on a 1 for 2 basis.
Ordinary shares
Ordinary shareholders are entitled to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. Every ordinary shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands or by poll.
Options
At the end of the reporting period there were nil options over unissued shares.
Capital risk management
The Group's and the parent entity's objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
17. ACCUMULATED LOSSES
Movements in accumulated losses
| Balance at start of period Net profit/(loss) for the year Reduction of capital1 Balance at end of period |
Consolidated 2011 $ 2011 $ (465,539) (6,280,151) (2,079,768) (773,552) - 6,588,164 |
|---|---|
| (2,545,307) (465,539) |
Note 1: During the previous year, a Deed of Company Arrangement was entered into and fully effectuated and the Company was removed from external administration. As part of this process the shareholders resolved in accordance with Sections 256B and 258F of the Corporations Act to reduce the share capital of the Company by applying a portion of the accumulated losses of the Company against share capital considered permanently lost or not represented by available assets.
35
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
18. FINANCIAL RISK MANAGEMENT
(a) General objectives, policies and processes
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
The Group’s principal financial instruments comprise cash and short term deposits. The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the Group. The Group also has other financial instruments such as other debtors and creditors which arise directly from its operations. For the current financial year, it has been the Group’s policy not to trade in financial instruments
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk and credit risk. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
All loans to subsidiary companies are eliminated on consolidation and therefore do not expose the group to currency risk.
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies. The Groups' risk management policies and objectives are designed to minimise the potential impacts of these risks on the results of the Group where such impacts may be material.
The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below:
(b) Market Risk
Market risk arises from the use of interest bearing financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk).
(i) Interest rate risk
The Group is exposed to movements in market interest rates on short term deposits. The Directors monitor the Company’s cash position relative to the expected cash requirements. Where appropriate, surplus funds are placed on deposit earning higher interest. The Group does not have short or long term debt, and therefore this risk is minimal.
36
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
(i) Interest rate risk (continued)
The Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out in the following table:
2012
| 2012 Financial assets Cash and cash equivalents Trade and other receivables Weighted average interest rate Financial liabilities Trade and other payables Weighted average interest rate |
Floating rates $ |
Fixed interest maturing in < 1 year 1 - 5 years > 5 years Non- interest bearing Total $ $ $ $ $ |
|---|---|---|
| 2,204,911 - |
1,000,000 - - - 3,204,911 - - - 142,421 142,421 |
|
| 2,204,911 | 1,000,000 - - 142,421 3,347,332 |
|
| 4.75% | 5.3% - - - 4.92% |
|
| - | - - -2,644,439 2,644,439 |
|
| - | - - - 2,644,439 2,644,439 |
|
| - | - - - - - |
| 2011 Financial assets Cash and cash equivalents Trade and other receivables Weighted average interest rate Financial liabilities Trade and other payables Weighted average interest rate |
Floating rates $ |
Fixed interest maturing in < 1 year 1 - 5 years > 5 years Non- interest bearing Total $ $ $ $ $ |
|---|---|---|
| 920,255 - |
1,500,000 - - - 2,420,255 - - - 61,059 61,059 |
|
| 920,255 | 1,500,000 - - 61,059 2,481,314 |
|
| 4.75% | 6.0% - - - 5.47% |
|
| - | - - - 233,419 233,419 |
|
| - | - - - 233,419 233,419 |
|
| - | - - - - - |
Group and parent entity sensitivity
At 30 June 2012, if interest had changed by -/+ 100 basis points from the year end rates with all other variables held constant, pre-tax profit for the year would have increased/decreased by $32,049 (2011 – change of 100 basis points; $24,203 lower/higher). The group’s interest income from both financial years comes solely from the parent entity.
37
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
18. FINANCIAL RISK MANAGEMENT (Continued)
(c) Credit Risk
Credit risk is managed on a group basis. Credit risk arises mainly from cash and cash equivalents, and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted.
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The carrying amount of financial assets recorded in the financial statements, net of any provisions for losses, represents the Group’s maximum exposure to credit risk. As at 30 June 2012, the group held cash at bank with financial institutions with an S&P rating of AA.
(d) Liquidity risk
Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet commitments associated with financial instruments, e.g. borrowing repayments. The Group actively manages its operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient levels of cash to meet its working capital requirements. The Group does not have any overdraft, loans or borrowings facilities from financial institutions as at reporting date.
Maturity analysis for financial liabilities
Financial liabilities of the Group and Company comprise trade and other payables. As at 30 June 2012 and 30 June 2011 all financial liabilities are contractually due within 60 days.
(e) Fair Values
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-term nature. The same applies to the carrying value of cash and cash equivalents.
(f) Foreign exchange risk
The Consolidated Entity transacts predominately in Australian dollars and therefore does not participate in the use of derivative financial instruments. Minor exposure to foreign exchange transactions may occur as a result of the Consolidated Entity’s activities in other jurisdictions arising from variations in the Australian exchange rate. The impact of these foreign exchange rate differences are not material, therefore the Consolidated Entity considers there is no material foreign exchange risk present.
38
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
19. CASH FLOW INFORMATION
| Reconciliation of (loss) after income tax to net cash flow from operating activities (Loss) for the year Depreciation and amortisation Net loss on sale of property, plant & equipment Property plant & equipment written off Impairment of related party receivables Payments included in investing activities Change in operating assets - (increase)/decrease in trade and other receivables - (increase)/decrease in prepayments - (increase)/decrease in other assets - increase/(decrease) in trade and other payables - increase/(decrease) in other provisions Net cash flow from operating activities |
Consolidated 2012 2011 $ $ (1,559,934) (773,552) - 24,359 - - - 35,648 - - 1,001,885 - - (68,441) (19,724) 2,011 (12,932) - - 302 (46,216) - - |
|---|---|
| (624,177) (792,417) |
Non-cash financing activities
During the previous financial year the Company issued 160,000,000 ordinary shares at a value of $0.005 to holders of the convertible loans in full satisfaction of the loans. No non-cash investing or financing activities occurred in the current year.
20. RELATED PARTY TRANSACTIONS
Parent entity
Coziron Resources Limited is the ultimate parent entity of the Group.
Subsidiaries
Interests in subsidiaries are disclosed in Note 13.
Transactions with related parties
There were no transactions with related parties in the current or previous period.
Outstanding balances
Outstanding balances are nil in relation to transactions with related parties.
21. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Key management personnel compensation
| Short-term benefits Post-employment benefits |
Consolidated 2012 2011 $ $ 254,008 198,458 21,059 9,098 |
|---|---|
| 275,067 207,556 |
Further details of compensation of the key management personnel of Coziron Resources Limited are set out in the Remuneration Report on page 9.
39
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
(b) Options and rights holdings
Details of options and rights held directly, indirectly or beneficially by key management personnel and their related parties are as follows:
| Name Adam Sierakowski Stephen Lowe Kwong Choon Soong Stephen Hewitt-Dutton Total Name Adam Sierakowski Stephen Lowe Kwong Choon Soong Stephen Hewitt-Dutton Richard Tan Lam Fatt Tan Sai Kwok Miu Total |
Balance at 1 July 2011 Options Exercised Options Expired Bought & (Sold) Balance at 30 June 2012 - - - - - - - - - - - - - - - |
|---|---|
| - - - - - |
|
| Balance at 1 July 2010 Options Exercised Options Expired Bought & (Sold) Balance at 30 June 2011 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
|
| - - - - - |
(c) Shareholdings
Details of equity instruments (other than options and rights) held directly, indirectly or beneficially by key management personnel and their related parties are as follows:
| Name Adam Sierakowski Stephen Lowe Kwong Choon Soong Stephen Hewitt-Dutton Total Name Adam Sierakowski Stephen Lowe Kwong Choon Soong Stephen Hewitt-Dutton Richard Tan Lam Fatt Tan Sai Kwok Miu Total* |
Balance at 1 July 2011 Granted as compensation Other changes Balance at 30 June 2012 Balance held nominally 3,000,000 - - 3,000,000 3,000,000 5,143,000 - - 5,143,000 5,143,000 3,000,000 - - 3,000,000 3,000,000 2,000,000 - - 2,000,000 2,000,000 |
|---|---|
| 13,143,000 - - 13,143,000 13,143,000 |
|
| Balance at 1 July 2010 Granted as compensation Other changes Balance at 30 June 2011 Balance held nominally - - 3,000,000 3,000,000 3,000,000 - - 5,143,000 5,143,000 5,143,000 - - 3,000,000 3,000,000 3,000,000 - - 2,000,000 2,000,000 2,000,000 17,250,001 - (17,250,001) - - 12,250,001 - (12,250,001) - - 1,808,920 - (1,808,920) - - |
|
| 31,308,922 - (18,165,922) 13,143,000 13,143,000 |
*Subsequent to the reporting date, on 20 September 2012 Mr Adam Sierakowski purchased 30,000 shares in the Company indirectly through an entity, Trident Capital Pty Ltd, of which Mr Sierakowski is a director and shareholder.
(d) Loans from/to key management persons
No loans were made from or to key management personnel of the Company during the 2011 and 2012 financial years.
40
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
(e) Other transactions and balances
Company secretarial and accounting services
Stephen Hewitt-Dutton is an employee of Trident Management Services Pty Ltd, a director related entity of Adam Sierakowski. Trident Management Services Pty Ltd provided accounting and company secretarial services during the financial year. The services were provided on normal commercial terms and conditions no more favourable than those available to other parties. The amounts paid were as follows:
| Consulting services provided by officers recognised as an expense during the year - Stephen Hewitt-Dutton |
2012 $ 2011 $ 102,667 88,513 |
|---|---|
| 102,667 88,513 |
Corporate Finance and Legal Services
Adam Sierakowski is a Director and shareholder of Trident Capital Pty Ltd and Price Sierakowski Pty Ltd, which provided corporate finance and legal services respectively to the Group during the financial year. Trident Capital Pty Ltd also provides the group with office accommodation and services. These services provided by both parties were based upon normal commercial terms and conditions no more favourable than those available to other parties. The amounts paid were as follows:
| Consulting services provided by officers recognised as an expense during the year - Payments to Price Sierakowski Pty Ltd, an entity in which Adam Sierakowski is a Director and shareholder, for legal services provided. - Payments to Trident Capital Pty Ltd, an entity in which Adam Sierakowski is a Director and shareholder, for: - corporate financial services; - capital raising services; and - provision of office services. - Payments to Trident Management Services Pty Ltd, a director related entity of Adam Sierakowski, for the provision of accounting and company secretarial. |
2012 $ 2011 $ |
|---|---|
| 73,160 152,342 120,000 - 24,000 120,000 92,250 12,000 107,167 88,513 |
|
| 324,327 465,105 |
Aggregate amounts of liabilities at reporting date relating to consulting services with directors of the group are as follows:
| Current liabilities Trident Management Services Pty Ltd Trident Capital Pty Ltd |
2012 $ 2011 $ |
|---|---|
| - 7,590 - 8,067 |
|
| - 15,657 |
22. CONTINGENCIES
Subsidiaries in Indonesia have no insurance. If there is any claim of whatsoever nature, the company would have to satisfy such claim. As at the date of the report, the Directors are not aware of any material contingent liabilities that would require disclosure.
41
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
NOTES TO THE FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2012
23. COMMITMENTS
| Lease commitments Non-cancellable operating leases - future minimum lease payments Within one year Later than one year but not later than 5 years Later than 5 years |
Consolidated 2012 2011 $ $ - - - - - - |
|---|---|
| - - |
24. SHARE BASED PAYMENTS
No share based payments have occurred in the current or previous financial year.
25. EVENTS OCURRING AFTER THE REPORTING PERIOD
On 13 September 2012 shareholders approved the acquisition of the above projects by acquiring 3 entities, Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd. At the same meeting shareholders gave approval to issue of 500 million shares as consideration for the acquisition of the 3 entities.
On 20 September 2012, the Company issued 20,670,000 shares at 10c per share in a placement for applications and funds received by the Company prior to 30 June 2012.
There has not been any matter or circumstance that has arisen after reporting date that has 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 future financial periods.
42
38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia
Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF COZIRON RESOURCES LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Coziron Resources Limited, which comprises the consolidated statement of financial position as at 30 June 2012, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the 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 company and the consolidated entity 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 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the 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 company’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 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.
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 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Coziron Resources Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
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Opinion
In our opinion the financial report of Coziron Resources Limited is in accordance with the Corporations Act 2001 , including:
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(a) the financial report of Coziron Resources Limited is in accordance with the Corporations Act 2001 , including:
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(i) giving a true and fair view of the consolidated entity’s financial positions as at 30 June 2012 and of it’s performance for the year ended on that date; and
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(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001
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(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2012. 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.
Opinion
In our opinion, the Remuneration Report of Coziron Resources Limited for the year ended 30 June 2012 complies with section 300A of the Corporations Act 2001 .
BDO Audit (WA) Pty Ltd
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Phillip Murdoch Director
Perth, Western Australia Dated this 28[th] day of September 2012
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
DIRECTORS’ DECLARATION FOR THE YEAR ENDED 30 JUNE 2012
The directors of Coziron Resources Limited declare that:
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The financial statements and notes of the Consolidated Entity, as set out on pages 17 to 42 are in accordance with the Corporations Act 2001 and:
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(a) comply with Accounting Standards, Corporations Regulations 2001 and other mandatory professional reporting requirements; and
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(b) give a true and fair view of the financial position as at 30 June 2012 and of its performance for the year ended on that date ;
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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 Company Secretary has declared that:
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1) the financial records of the company for the financial year have been properly maintained in accordance with s286 of the Corporations Act 2001;
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2) the financial statement and notes for the financial year comply with Accounting Standards; and
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3) the financial statement and notes for the year give a true and fair view;
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:
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Adam Sierakowski Chairman
Dated 28 September 2012
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
CORPORATE GOVERNANCE
The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs. To the extent they are applicable, the Company has adopted the Eight Essential Corporate Governance Principles and Best Practice Recommendations (“Recommendations”) as published by ASX Corporate Governance Council.
The Company’s Corporate Governance policies and its Securities Trading Policy are available on the Company’s website. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.
Principle 1 – Lay solid foundations for management and oversight
The Board and management have formalised their respective roles and responsibilities and the functions reserved to the Board and management. The Board has established and adopted a Board Charter for this purpose.
The Board is responsible for oversight of the management and the overall corporate governance of the Company including its strategic direction, establishing goals for management and monitoring the achievement of those goals with a view to optimising company performance and the protection and enhancement of long-term shareholder value.
The Board has also established a Nomination and Remuneration Committee Charter which, amongst other functions, guides the Board in its evaluation of the performance of senior executives and encourages an appropriate mix of skills, experience, expertise and diversity on the Board.
The role of management is the efficient and effective operation of the activities of the Company in accordance with the objectives, strategies and policies determined by the Board. The performance of senior management is reviewed annually in a formal process with the executive’s performance assessed against the company and personal benchmarks. Benchmarks are agreed with the executives and reviews are based upon the degree of achievement against those benchmarks.
Principle 2 – Structure the Board to add value
The Board has been formed such that it has effective composition, size and commitment to adequately discharge its responsibilities and duties. Directors are appointed based on the specific skills required by the Company and on their experience, decision-making and judgement skills.
The Company has adopted a Nomination and Remuneration Committee Charter which encourages a transparent Board selection process in searching for and selecting new directors to the Board and having regard to any gaps in the skills and experience of the directors of the Board and ensuring that a diverse range of candidates is considered. The Board composition is reviewed on an ongoing basis with regard to the activities of the Company and the skills sets required to support those activities.
A separate nomination committee has not been formed. The role of the nomination committee is carried out by the full Board in accordance with the Nomination and Remuneration Committee Charter. The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing a separate committee.
The composition of the Board is determined using the following principles:
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A minimum of three directors, with a broad range of expertise
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Directors should bring characteristics which allow a mix of qualifications, skills, experience, expertise and diversity to the Board
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The skills, experience, expertise and tenure of each director are disclosed in the Directors’ Report within this Annual Report.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
CORPORATE GOVERNANCE
In assessing the independence of directors, the Board follows the ASX guidelines and will consider whether the director:
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Is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company
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Is employed, or has previously been employed in executive capacity by the Company or another group member, and there has not been a period of at least three years between ceasing such employment and serving the on board
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Has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another group member, or an employee materially associated with the service provided
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Is a material supplier or customer of the Company or another group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer
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Has a material contractual relationship with the Company or another group member other than as director of the Company
The Board does have a majority of independent directors. It is comprised of 3 non-executive directors and the Board is confident that each non-executive director brings independent judgement to the Board’s decisions. The Board considers the existing structure and skill sets of the directors’ appropriate given the small scale of the Company’s enterprise and the associated economic restrictions the scale of operations places on the Company. The existing structure is aimed at maximising the financial position of the Company by keeping its operating costs to a minimum.
Where additional skills are considered necessary for specific purposes, access is made to independent professional advice at the expense of the Company.
Principle 3 – Promote ethical and responsible decision making
All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. The Board has established a Code of Conduct to guide the Directors, managers, employees and officers of the Company with respect to matters relevant to the Company’s legal and ethical obligations and the expectations of stakeholders.
The Code of Conduct requires officers and employees to avoid or ensure proper management of conflicts of interest, to not use confidential information for personal gain and to act in fair, honest and respectful manner. The Board has procedures in place for reporting any matters that give rise to unethical practices or conflicts between the interests of a director or senior executive and those of the Company.
Diversity Policy
The Board has also established a Diversity Policy which affirms the Company’s commitment to promoting a corporate culture that is supportive of diversity and outlines strategies that the Board can undertake to encourage and promote a diverse working environment.
The Company does not select candidates based on gender or ethnicity, rather the recruitment process chooses candidates from a diverse group after widely canvassing the market and by selecting the most appropriate candidate based on merit and suitability for the role.
Currently the Company has no employees as the operations are managed by the Board. Operations are carried out through the engagement of independent consultants and the administration is outsourced to a management company. There are currently no women on the Board of the Company or employed by the Company.
Given the Company’s size and that it currently has no employees the Board does not consider it appropriate to set objectives regarding gender diversity at this time. As the operations grow, the Board will give consideration to the setting of such objectives and their achievement through the appointment of appropriate candidates to the Board and senior executive positions as they become available:
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
CORPORATE GOVERNANCE
Securities Trading Policy
The Board encourages directors and employees to hold shares in the Company to align their interest with the interests of all Shareholders. The Company has adopted a Securities Trading Policy which guides directors, employees or contractors in trading the Company’s securities in accordance with ASX Listing Rules. Trading the Company’s shares is prohibited under certain circumstances and a director, employee or contractor must not deal in the Company’s securities at any time when he or she is in possession of information which, if generally available, may affect the price of the Company’s shares.
The Policy sets out the following information:
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(a) closed periods in which directors, employees and contractors of the Company must not deal in the Company’s securities;
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(b) trading in the Company’s securities which is not subject to the Company’s Trading Policy; and
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(c) the procedures for obtaining written clearance for trading in exceptional circumstances.
Principle 4 – Safeguard integrity in financial reporting
The Directors require the Managing Director and external company auditors to state in writing to the Board, that the Company’s financial reports present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards.
A separate audit committee has not been formed. However, the Company has adopted an Audit Committee Charter. The role of the audit committee is carried out by the full Board in accordance with the Audit Committee Charter. The Board considers that given its size, no efficiencies or other benefits would be gained by establishing a separate audit committee.
Principle 5 – Make timely and balanced disclosure
The Directors are committed to keeping the market fully informed of material developments to ensure compliance with the ASX Listing Rules and the Corporations Act. The Directors have established a written policy and procedure to ensure compliance with the disclosure requirements of the ASX Listing Rules. At each meeting of the directors, consideration is given as to whether notice of material information concerning the Company, including its financial position, performance, ownership and governance has been made to all investors.
Under the policy the Company’s employees and contractors must disclose any relevant information which comes to their attention and is believed to potentially be material to the Company Secretary or Executive Director.
Principle 6 – Respect the rights of Shareholders
The Directors have established a communications strategy to promote effective communication with Shareholders and encourage effective participation at general meetings. As well as ensuring timely and appropriate access to information for all investors via announcements to the ASX, the Company will also ensure that all relevant documents are released on the Company’s website.
Communication with Shareholders is achieved through the distribution of the following information:
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The Annual Report is distributed to Shareholders;
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The Half Yearly Report is available on the Company’s website
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Regular reports and announcements are released through the ASX
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The Annual General Meeting and other meetings called by the Company to obtain Shareholder approval as appropriate
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Investor information released through the Company’s website
Principle 7 – Recognise and manage risk
The Board is responsible for overseeing the risk management function and ensuring that risks and opportunities are identified on a timely basis. The Directors have established a Risk Management Policy regarding the oversight and management of material business risks.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
CORPORATE GOVERNANCE
Responsibility for the control and risk management is delegated to the appropriate level of management within the Company, with the Executive Director having ultimate responsibility to the Board for monitoring the risk management and control framework. Risk analysis and evaluation occurs on an ongoing basis in the course of the activities of the Company. Management is responsible for the development of risk mitigation plans and the implementation of risk reduction strategies.
The Executive Director reports on a regular basis to the Board on the areas of their responsibility, including material business risks and provides an annual written report to the Board summarising the effectiveness of the Company’s management of material business risks.
Principle 8 – Remunerate fairly and responsibly
A separate remuneration committee has not been formed. However, the Company has adopted a Nomination and Remuneration Committee Charter. The role of the remuneration committee is carried out by the full Board in accordance with the Nomination and Remuneration Committee charter. The charter details how the Board fulfils its duties in regards to the Company’s remuneration plans, policies and practices, including the compensation of non-executive directors, executive directors and management. The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing a separate committee.
The Board has provided disclosure within this Annual Report in relation to Directors’ remuneration and remuneration policies in accordance with the ASX Listing Rules and the Corporations Act. There are no retirement schemes or retirement benefits other than statutory benefits for non-executive directors.
The Company has a policy to prohibit its directors and employees, who participate in an equity-based incentive plan of the Company, from entering into transactions which would have the effect of hedging or otherwise transferring to any other person the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities. Directors and employees are encouraged to take sufficient professional advice in relation to their individual financial position.
49
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
ADDITIONAL SHAREHOLDER INFORMATION
SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed in the company register as at 25 September 2012 are as follows:
| Shareholder | Shares | % |
|---|---|---|
| Yandal Investments Pty Ltd | 174,857,000 | 36.80 |
| NEFCONomineesPtyLtd | 40,030,000 | 8.42 |
DISTRIBUTION OF SHAREHOLDERS
The distribution of members and their holdings of equity securities in the Company as at XX September 2012 was as follows:
| 2012 was as follows: | |
|---|---|
| Range of holding | Shareholders Number Of Ordinary Shares % |
| 1 – 1,000 | 26 14,459 0.00 |
| 1,001 –5,000 | 156 691,754 0.15 |
| 5,001 – 10,000 | 72 596,774 0.13 |
| 10,001 – 100,000 | 185 6,727,686 1.42 |
| 100,001 and over Totals |
157 467,113,281 98.31 |
| 596 475,143,654 100.00 |
The number of shareholders with less than a marketable parcel of fully paid shares based on a closing price of $0.095 is 183 holding in total 711,042 shares.
UNQUOTED SECURITIES
The Company has nil unquoted securities:
RESTRICTED SECURITIES
The Company has no restricted securities:
VOTING RIGHTS (ORDINARY SHARES)
In accordance with the Company's Constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held.
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COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
ADDITIONAL SHAREHOLDER INFORMATION (Continued)
TWENTY LARGEST SHAREHOLDERS
The names of the twenty largest shareholders of the fully paid ordinary shares of the Company as at 25 September 2012 are as follows:
51
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2012
SCHEDULE OF MINERAL TENEMENTS
Minerals : Iron Sand Tenement : Agam Tenement No: No. 476/Year 2008 Coziron Resources Limited interest in the tenement is an 80% joint venture interest, through its 100% owned subsidiary PT Coziron Copper.
| Coordinates | Longitude | Latitude | |
|---|---|---|---|
| 001 | 099 47 29 00 | 000 10 46 00 | LS |
| 002 | 099 49 07 00 | 000 10 46 00 | LS |
| 003 | 099 49 07 00 | 000 13 44 00 | LS |
| 004 | 099 48 16 00 | 000 13 44 00 | LS |
| 005 | 099 48 16 00 | 000 12 48 00 | LS |
| 006 | 099 48 08 00 | 000 12 48 00 | LS |
| 007 | 099 48 08 00 | 000 12 34 00 | LS |
| 008 | 099 47 54 00 | 000 12 34 00 | LS |
| 009 | 099 47 54 00 | 000 11 57 00 | LS |
| 010 | 099 47 29 00 | 000 11 57 00 | LS |
52