AI assistant
CZR RESOURCES LTD — Annual Report 2016
Sep 22, 2016
64748_rns_2016-09-22_2f9b1649-e59a-4fae-bc12-3f1a0783ec09.pdf
Annual Report
Open in viewerOpens in your device viewer
==> picture [373 x 159] intentionally omitted <==
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES ABN 91 112 866 869
ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2016
1
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
TABLE OF CONTENTS
Corporate Directory ........................................................................................................................................... 3 Directors’ Report ................................................................................................................................................ 4 Auditor’s Independence Declaration ................................................................................................................ 29 Consolidated Statement of Profit or Loss and Other Comprehensive Income ................................................ 30 Consolidated Statement of Financial Position ................................................................................................. 31 Consolidated Statement of Cash Flows .......................................................................................................... 32 Consolidated Statement of Changes in Equity ................................................................................................ 33 Notes to the Consolidated Financial Statements ............................................................................................ 34 Directors’ Declaration ...................................................................................................................................... 60 Independent Audit Report ................................................................................................................................ 61 Corporate Governance .................................................................................................................................... 63 Additional Shareholder Information ................................................................................................................. 70 Schedule of Mineral Tenements ...................................................................................................................... 72 Details of Mineral Resources and Ore Reserves ............................................................................................ 73
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CORPORATE DIRECTORY
DIRECTORS
Stephen Lowe Adam Sierakowski Robert Ramsay
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 4601
SHARE REGISTRY
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
3
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT
The directors of Coziron Resources Limited present the financial report of the company and its controlled entities (referred to hereafter as the Group) for the financial year ended 30 June 2016.
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:
Adam Sierakowski (Chairman) Stephen Lowe Dr Robert Ramsay
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
PRINCIPAL ACTIVITIES
The principal activity of the Group 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 $2,358,402 (2015: $5,361,215).
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
Introduction
Coziron Resources Ltd has exploration focused primarily on feed-stock material for the steel-making business but investigates any opportunities for gold, copper and other base-metal mineralisation on the tenements controlled by the company. The most significant tenements are the Yarraloola, Shepherds Well and Yarrie Iron-ore projects in the Pilbara region of Western Australia (Fig 1). Yarraloola and Shepherds Well are located in the West Pilbara and are crossed by the proposed haul-road to the trans-shipping port being developed by Iron-ore Holdings Ltd and a rail corridor controlled by the Australian Premium Iron Joint Venture. Yarrie is located in the North Pilbara adjacent to the recently closed BHP mining operations. Other projects include the Buddadoo Iron Project in the mid-west of Western Australia, near a rail corridor to the port of Geraldton (Fig 1).
Details of the projects and an overview of the activities, prospectivity and results from the past year are presented in the following sections.
4
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
==> picture [299 x 422] intentionally omitted <==
Fig 1 – Location of the Coziron Resources Ltd tenements in Western Australia.
Yarraloola Iron-ore Project
The Yarraloola Project consists of eight exploration licences and three prospecting licenses with a total area of 853km[2] (Fig 2). These cover the western part of the Hamersley Basin, adjacent parts of the Ashburton Trough and on-lapping younger sediments of the Carnarvon Basin. In the southern part of the tenements palaeo-channels of the Robe River host deposits of pisolitic iron-ore (CID) which are mined by RioTinto Ltd. Additional JORC-compliant resources are reported within palaeo-channel extensions covered by tenements held by Red Hill Iron Ltd. The Group's tenements also cover banded iron-formation units which are being mined and processed for magnetite by Citic Pacific Mining Ltd to the north of Yarraloola. Another significant contributor to the value of Yarraloola is independent study completed by Engenium Pty Ltd for the Group in 2013 which estimated costs of loading and transporting direct-shipping ore to Cape Preston for about $24.33/tonne, while magnetite could be transported through an 82km pipeline for a capital cost about $130 million and an operating cost of $2.80/tonne. As such, relatively small exploration targets have the potential to deliver economic deposits due to the relatively low capital and operating costs required to deliver product to market.
During 2015-2016, the Group continued to focus exploration activities on the Robe Mesa pisolitic ironstone (CID) deposit and magnetite mineralisation in the Ashburton Trough. Additional drilling on the Robe Mesa deposit has increased the ore-tonnage and the confidence of the resource classification category from Inferred to Indicated and Inferred and identified the potential for extensions that require additional drilling. Additional
5
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
drilling on the Ashburton is being used to establish the geological setting and determine the extent and grade of mineralisation. Other high-priority prospects that had been generated from a systematic review of all the available geological, geochemical and geophysical data from the Yarraloola Project will be progressively evaluated. The included areas with the potential to host extensions to the known palaeo-channel systems hosting CID and the upper parts of the Marra Mamba and Brockman Iron Formations in the Hamersley Basin that elsewhere host major deposits of direct-shipping iron-ores (Fig 2).
==> picture [395 x 558] intentionally omitted <==
Fig 2 - Yarraloola tenements showing the location of the adjacent mining operations, Robe Mesa deposit, other pisolitic iron-stone (CID) targets, the Ashburton Magnetite Schist and the Marra Mamba, Brockman and Boolgeeda Iron Formations.
6
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
CID Exploration and Drilling
Among the priority exploration targets for CID mineralisation at Yarraloola, the Group has focussed on infill and extensional drilling onto pisolitic iron-stones in the Robe Mesa deposit on tenements E08/1060 and an adjacent portion of E08/1686 (Fig 2). The maiden resource which was announced in early 2015 covers a small part of an intermittently preserved palaeo-channel system between the Mesa J and Mesa A-Warramboo CID Mines. During the year, the Group reported results for an additional 52 RC drill-holes for a total of 3138m (Fig 3: ASX report 18-Aug 2015 and 23-Sept-2015). These drill-holes were sampled on 1m intervals and submitted to Bureau Veritas Laboratories in Perth for basic iron-ore suite XRF analysis and loss on ignition from a fused disk.
Results from these drill-holes indicated the following.
-
The confidence in the geological model which subdivided the mineralisation in an upper and lower interval of pisolitic iron-stone separated by an interval of sandy iron-stone increased. The best intercept with Fe>50% in the upper zone was reported from YAR147 with 22m @ 57.3% Fe (Feca @ 63.7%) and the lower zone was from YAR121 with 30m @ 55.4% Fe (Feca @ 61.2%).
-
The mineralised intervals are characterised by low phosphorus (P<0.05%) and high loss on ignition (LOI>10%). During processing, the volatiles which are dominated by water in the loss on ignition are lost and the resulting calcined iron content (Feca) is upgraded.
-
Survey results show that the interval of lower-zone mineralisation extends to depths beneath the topography to the east and west of the drilled mesa.
-
Potential extensions to the mineralisation remain to be drilled on the eastern, northern and western sides of the drilled grid.
Representative schematic cross-sections from the Robe Mesa are included in this summary to provide guidance on the interpreted relationships of the reported intercepts between the drill-holes and potential for lateral continuity (Figs 4 and 5).
Other CID targets such as the 6km long easterly extension of the Whitegate Channel on E08/1685 and the potential for a westerly extension to the Peters Creek system on E08/1686 continue to be assessed as drill targets.
==> picture [453 x 311] intentionally omitted <==
Fig 3. Location of the 2015 RC drill-sites on the Robe Mesa within the tenements E08/1060 and E08/1686.
7
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
==> picture [427 x 302] intentionally omitted <==
Fig 4. Interpreted geological cross-section on 7593300N (from Fig 3) showing the 1m sampled down-hole intervals reporting calcined Fe>55% (Fe>50%).
==> picture [431 x 306] intentionally omitted <==
Fig 5. Interpreted geological cross-section on 7593950N (from fig 3) showing the 1m sampled down-hole intervals reporting calcined Fe>55% (ie Fe>50%).
8
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
CID Resource
Following the receipt, integration and verification of the geological, geochemical and hole-survey data from the 2014 and 2015 drill prgrammes into the Coziron database and a revision of the geological model, Optiro Pty Ltd generated a resource model in Surpac reported an update to the ore-categories and tonnages which are summarised in the following tables.
Table 1. Robe Mesa – Mineral Resource Estimate at February 2016 – reported above a Fe cut-off grade of 50% .
| Category | Mt | Fe% | **SiO2% ** | **Al2O3% ** | **TiO2% ** | LOI% | P% | S% | **Feca% ** |
|---|---|---|---|---|---|---|---|---|---|
| Indicated | 65.7 | 53.8 | 8.3 | 3.4 | 0.14 | 10.6 | 0.04 | 0.02 | 60.2 |
| Inferred | 18.8 | 53.8 | 8.2 | 3.4 | 0.14 | 10.7 | 0.05 | 0.02 | 60.3 |
| Total | 84.5 | 53.8 | 8.3 | 3.4 | 0.14 | 10.6 | 0.04 | 0.02 | 60.2 |
Table 2. Robe Mesa – Mineral Resource Estimate at February 2016 – reported above a Fe cut-off grade of 55% .
| Category | Mt | Fe% | **SiO2% ** | **Al2O3% ** | **TiO2% ** | LOI% | P% | S% | **Feca% ** |
|---|---|---|---|---|---|---|---|---|---|
| Indicated | 19.5 | 56.0 | 6.0 | 2.7 | 0.10 | 10.7 | 0.04 | 0.02 | 62.7 |
| Inferred | 5.2 | 56.0 | 5.8 | 2.8 | 0.10 | 10.7 | 0.05 | 0.02 | 62.7 |
| Total | 24.7 | 56.0 | 5.9 | 2.7 | 0.10 | 10.7 | 0.04 | 0.02 | 62.7 |
Full details of the parameters used in the resource study were reported to the ASX by CZR on 8-Feb-2016.
Overall, the pisolitic iron-stone in the Robe Mesa represents a low phosphorous (P) style of “channel-iron” mineralisation which will upgrade significantly (reported as Feca content) during the calcining process to remove the volatiles (mostly crystalline water) prior to smelting. The 2015 RC-drilling on the Robe achieved an overall increase in the resource of about 16% and resulted in 78% of the resource being upgraded from Inferred to Indicated. Further drilling is planned to assess the potential extensions to mineralisation and recover core-material for metallurgical studies.
Yarraloola Magnetite
Yarraloola contains low-risk opportunities for the discovery of large-scale magnetite deposits in the Brockman Iron Formation and Ashburton Trough. However, the Brockman Iron Formation is a very fine grained rock and the unit is known to host crocidolite (blue asbestos) due to the low grades of metamorphism. In contrast, magnetite-bearing rock-types in the Ashburton Trough which report similar Fe-grades to those from the Brockman Iron Formation are coarser grained due to the higher grades of metamorphism.
Ashburton Magnetite Drilling
Following the receipt of the statutory and heritage approvals, sixteen inclined (-60) RC holes for a total of 3168m and three diamond drill-holes for a total of 1560m were completed to provide some representative geological and geochemical sections along 10km of strike of the magnetic anomalies (Fig 6). The best intercepts were reported from the Spinifex Hill section towards the centre of the anomaly system with YAR reporting a down-hole intercept of 156m @ 28.3% Fe. A summary of the intercepts was reported to the ASX on 6[th] -Oct-2015.
The diamond-drilling confirmed the sequence hosting the magnetite mineralisation in the Ashburton trough contains felsic and acid volcanics ranging through andesites, dacites and fragmental rhyolites. This is the first direct confirmation for an Algoma-style iron deposit. Following from the mineralogical and geochemical results, selected intervals from the higher grade sections in the Trailer Laydown, Spinifex Hill and Discovery sections were sampled and process by Davis Tube to provide data on the optimum grind-size for recovery, mass yield and quality of the concentrates. Results from the Davis Tube study were reported by CZR to ASX on 28-April2016.
9
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
==> picture [452 x 639] intentionally omitted <==
Fig 6. RC and diamond drill-collars for the magnetite-bearing sequence in the Ashburton Trough overlain on the first vertical derivative magnetic imagery. (Green circles = 2015 RC, Yellow = 2014 RC, Red = 2015 diamond hole).
10
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
The most significant results can be summarised as follows.
-
A significant proportion of samples with a mass yield of 30 to 40% report Fe > 65% and SiO 2 in the range of 2 to 6% (Fig 7).
-
Mass yields increase significantly below 70m down-hole or about 35m vertically which is interpreted as the base of surface oxidation.
-
All the holes contain intervals that will produce high-quality magnetite concentrates with a weightedaverage SiO2 < 5wt% and Fe > 66%.
-
The magnetite concentrates with SiO2 < 5% produced by Davis Tube are low in phosphorous (less than 0.05%) and alumina (less than 0.50%).
-
The highest mass-yields and most consistently low-SiO2 from the magnetite concentrates are reported from the Spinifex Hill drill-holes (Fig 3). This is also the prospect with the broadest intercepts and appears to represent an interval of mineralisation towards the core of the Ashburton magnetic anomaly system.
-
Samples from the Trailer Laydown (YAR098 and YAR099) appear to represent the upper section of the anomaly system, while the Northern Discovery section (YAR102 and YAR103) are regarded as a reflection of the basal portions of the system.
-
Some samples appear to be magnetite dominant, which is reflected by a maximum Fe at about 72.3% while other samples appear to be dominated by ferri-magnetic haematite which has a maximum Fe at about 70% Fe (Fig 8).
Further work to establish the continuity, grade and quality of the magnetite system in the Ashburton is being planned.
==> picture [462 x 302] intentionally omitted <==
Fig 7. Magnetite mass-yield versus silica content from the Ashburton samples showing the high proportion of samples from the Spinifex Hill section (YAR100 and YAR101) reporting +3O% mass yield and SiO2 <5%.
11
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
==> picture [462 x 302] intentionally omitted <==
Fig 8. Distribution of silica versus iron in the Davis Tube concentrates highlighting the magnetite and haematite mineralisation in the different samples.
Shepherds Well
Shepherds Well is a 192.2km2 exploration license (E08/2361) located 50 km southwest of Karratha (Fig 1). Geographically the tenement is contiguous with the Yarraloola Project and logistically it is serviced by bitumen road access from the Great Northern Highway, located only 25-50km from a new public access port that is proposed for development at Cape Preston East by Iron-ore Holdings and crossed in part by the corridor for the proposed Australian Premium Iron Joint Venture railway. This planned infrastructure has the potential to improve the economics of any mineral deposits identified within the project area.
Geologically, Shepherds Well compliments Yarraloola through the addition of potential iron-ore mineralisation both as high-grade haematite and magnetite from Archaean-age metasediments of the Cleaverville Terrain. The Cleaverville consists of a sequence of ocean-floor basalts and associated sediments that are part of an accretionary domain that pre-dates the formation of the Hamersley Basin. Regionally, there are iron-formations up to 500m thick interbedded in the Cleaverville and base-metal (Cu-Au-Pb-Zn) occurrences attributed to a sea-floor volcanogenic origin.
Since acquiring the project CZR has acquired a 2,724 line km, fixed-wing, magnetic-radiometric survey over the licence, processed the data and identified targets for iron-ore, base-metal and gold mineralisation and undertaken an initial programme of mapping and rock-chip sampling which detected lead and silver mineralisation (Fig 9).
12
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
==> picture [452 x 639] intentionally omitted <==
Fig 9. Map of total magnetic intensity over the Shepherds Well Project (E08/2361) showing the major prospects.
13
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
Activities and Results
In the past year, the Company has focussed work onto sites the mineralised rock-chip samples using a more systematic programme of mapping and gridded soil sampling using an initial programme of 400m lines with 80m interval samples then infilling to 200m by 20m intervals. Additional rock-chips are collected at any sites where alteration is noted. The area of interest covers the transition from mafic to felsic rocks in the Cleaverville Terrain which is prospective for volcanic-hosted sulphide with base-metals and gold mineralisation. After collection, the samples were transported to Perth and analysed at Bureau Veritas laboratories for a suite of major elements by XRF, a full suite of trace-elements by laser ablation ICPMS and gold platinum and palladium by fire assay. This analysis procedure provides an opportunity to identify anomalism across a broad suite of metals. Results from the 2015 programme have identified anomalism in three commodity suites.
-
Lead (Pb), zinc (Zn) and silver (Ag).
-
Nickel (Ni).
-
Gold (Au).
The geochemical data from the soil samples high-lights the following.
-
Ten soil lines across the felsic sequence highlight anomalism in lead (Pb) with a peak value of 786 ppm (Fig 3). The anomalous zone is associated with zinc (Zn) to 1150 ppm and detectable silver (Ag). The lead-zinc-silver anomalism is subdivided into two zones. An eastern zone that is associated with historical drilling reported by Arimco and the pits sampled with rock-chips by CZR in 2014 that reported lead and silver mineralisation (Fig 10; Fig 11. A western zone that was generated by the 2015 sampling reports a rock-chip with epidote alteration with lead (Pb) at 0.9% and silver (Ag) at 6g/t (Fig 10; Fig 11).
-
Three soil lines across an area with surficial carbonate (calcrete and magnesite) crossing from the felsics into the mafics report nickel (Ni) to 1100 ppm. The carbonate and anomalous nickel is also associated with chromium (Cr) to 1350 ppm and suggests that the area is underlain by more ultramafic rocks (Fig 10).
-
One line of soil samples across a less magnetic zone with quartz veining cross-cutting basalts from the Cleaverville Terrain reports a peak gold (Au) value of 61 ppb (Fig 12).
14
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
==> picture [447 x 630] intentionally omitted <==
Fig 10 - Location of the 2015 soil samples showing the lead (Pb) distribution overlain on the regional geology and outlines the zone of low magnetic response with gold and areas that are anomalous with either nickel (Ni) and chromium (Cr) or lead (Pb), zinc (Zn) and silver (Ag).
15
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
==> picture [456 x 644] intentionally omitted <==
Fig 11 – Geochemical anomaly outlines and the location of rock-chip samples with the associated lead (Pb) and silver (Ag) results collected in 2014 (RR2014-0056 and RR2014-0057, fully reported to ASX by CZR on 29[th] July 2014), and 2015 (PK2015-030).
16
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
==> picture [452 x 639] intentionally omitted <==
Fig 12 - Location of the 2015 soil samples showing the gold (Au) distribution overlain on the regional geology, an outline of the zone of low magnetic response and prospects with either anomalous nickel (Ni) and chromium (Cr) or lead (Pb), zinc (Zn) and silver (Ag).
17
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
Yarrie
The Yarrie tenements are located approximately 150km to the east of Pt Hedland and cover the interpreted extensions to the geology that hosts the high-grade iron-ore deposits which were mined by BHP Billiton in the Goldsworthy and Shay Gap areas of the North Pilbara (Fig 13).
==> picture [452 x 380] intentionally omitted <==
Fig 13 - Location map for the Yarrie Project in the North Pilbara showing the location of the BHPB iron-ore mines and deposits in the Goldsworthy district as blue triangles.
The prospectivity of Yarrie is highlighted by the results from low-level, high-resolution magnetic surveys which map extensions of the Archaean-age Nimingarra Iron Formation beneath a cover of younger overburden. In addition, historical work on outcropping parts of the Nimingarra by Creasy Group report drill-intercepts of up to 19m at 63% Fe (ASX report 6-Aug-2014) and show mineralised parts of the Nimingarra extend beyond the BHP Billiton tenement holdings. A detailed gridded gravity survey has also been used to highlight anomalies within the iron-formations where the magnetic response is diminished but the density appears to remain high. These anomalies have the potential to be generated by the alteration of magnetite to haematite and will be priority targets for drilling.
Work Programmes
During the year, the Company has undertaken a systematic review of the available geological and geophysical data and selected four priority targets for drilling and the sites have works approval. Since the end of the financial year, the pads have been cleared and are ready for RC drilling.
18
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
BUDDADOO
The Buddadoo Project is located about 200km east of the port of Geraldton and covers an area of 125.3km[2] . The project is mostly underlain by units of the Gullewa Greenstone belt and hosts vanadiferous titanomagnetite, copper and gold mineralisation in different geological settings. Coarse-grained, vanadiferous titanomagnetite outcrops as bands up to 10m thick in a 250m wide zone within a 7km by 1.5km area of the Buddadoo Range (Fig 12).
Work Programmes
A programme of works is approved to allow RC drilling that will examine the distribution of titanomagnetite across the 250m wide, highly magnetic interval in the intrusive complex.
==> picture [335 x 475] intentionally omitted <==
Fig 12. Geology map of the Buddadoo Project.
19
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
KingX Manganese Project
The KingX Manganese project comprised four granted exploration licenses in the Earaheedy basin. After a review, it was concluded that the KingX Manganese Project was no longer aligned to the Company's strategy and on 29 September 2015 the Company withdrew from the KingX Joint Venture and maintains no interest in the KingX Manganese Project.
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, Member of the Australian Institute of Geoscientists. 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 2012 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.
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 20 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 16,251,931 Fully paid ordinary shares Interest in Options 2,500,000 options exercisable at $0.03 on or before 28 October 2017 2,500,000 options exercisable at $0.035 on or before 28 October 2018 Other Directorships Kinetiko Energy Limited (since 8 December 2010) Rision Limited (since 24 August 2016) Flexiroam Limited (since 18 March 2015, resigned 23 August 2016) ResApp Health Limited (since 20 December 2013, resigned 22 March 2016) iWebGate Limited (since 23 July 2012, resigned 12 February 2016) Stephen Lowe Non-Executive Director (appointed 21 October 2010) Experience Mr Lowe is currently the part-time Business Manager for major shareholder and joint venture partner, Mark Creasy and is responsible for managing all aspects of Mr Creasy's business interests and investments. Mr Lowe is also former chairman of ASX Listed Sirius Resources NL. Mr Lowe is a taxation and business management specialist with over 16 years’ experience in a variety of different roles. He is a former director of the Perth based specialist taxation firm MKT - Taxation Advisors. Mr Lowe has a Bachelor of Business from ECU, a Post Graduate Diploma in Advanced Taxation and a Masters of Taxation from the UNSW. Mr Lowe is a Certified Taxation Advisor and a Member of the Australian Institute of Company Directors. Interest in Shares 13,346,766 Fully paid ordinary shares Interest in Options 2,500,000 options exercisable at $0.03 on or before 28 October 2017 2,500,000 options exercisable at $0.035 on or before 28 October 2018 Other Directorships Windward Resources Limited (appointed 18 May 2012) Talga Resources Limited (appointed 17 December 2015)
20
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
Dr Robert Ramsay Executive Director (Appointed 20 December 2012) Experience Dr Rob Ramsay is a Geologist with over 31 years of industry experience. He has worked across a range of commodities, which include; iron-ore, gold, basemetals, platinum group metals, fluorite, mineral sands and diamonds, in Australia and elsewhere in the World. He is a past Director of Striker Resources NL (now North Australian Diamonds) and has previously worked with, and consulted to, a range of companies that include CRA Exploration (now Rio Tinto Ltd), BHPBilliton Ltd, Gravity Diamonds, Mineral Securities Ltd and Speewah Metals Ltd.
Dr Ramsay is a Member of the Australian Institute of Geoscientists. He manages the target generation process and assists with field follow-up of exploration targets for Coziron Resources.
Interest in Shares Nil Fully paid ordinary shares Interest in Options 2,500,000 options exercisable at $0.03 on or before 28 October 2017 2,500,000 options exercisable at $0.035 on or before 28 October 2018 Other Directorships Narhex Life Sciences Limited (since 20 December 2013, resigned 2 July 2015)
Company Secretary
Stephen Hewitt-Dutton
Stephen is a Chartered Accountant and is an Associate Director of Trident Capital Pty Ltd. He holds a Bachelor of Business from Curtin University and is an affiliate of the Institute of Chartered Accountants. He has over 20 years of experience in corporate finance, accounting and company secretarial matters.
Before joining Trident Capital, Stephen was an Associate Director of Carmichael Corporate where he assisted clients by providing equity market, IPO and M&A advice and assistance. He has also held Financial Controller and Company Secretary positions for both public and private companies for in excess of 17 years.
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 | 7 | 7 |
| Stephen Lowe | 7 | 7 |
| Robert Ramsay | 7 | 7 |
The Company does not have a formally constituted audit committee as the board considers that the Group’s size and type of operation do not warrant such a committee.
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Group.
EVENTS OCCURING AFTER THE REPORTING PERIOD
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.
21
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
The Group has four projects Yaraloola, Yarrie, Shepherds Well and Buddadoo, and controls the exploration on the projects. The Group will continue exploration of all projects and also to review other potential projects with the object of increasing shareholder value.
ENVIRONMENTAL REGULATION
The Group 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 Group’s enterprise and the associated economic restrictions this places on the Group.
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 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 9.5%, 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 Black-Scholes 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
22
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
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:
-
Competitiveness
-
Acceptability to shareholders
-
Performance linkage
-
Capital management
No remuneration consultants were engaged during the year.
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 2015 and 2016 years.
Performance based remuneration
The Group 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.
Group 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. During the year no options were issued to Directors. During the prior year the Company issued options to Directors as approved at the general meeting held on 28 October 2014. The options were issued to the Directors to align the long term goals of the Directors with that of Shareholders and to establish an incentive for the Directors to provide ongoing dedicated services to the Company. The options were intended to provide remuneration to the Directors (and/or their nominees) that is linked to the performance of the Company. The benefit will only be received from the Options upon the Share price exceeding the exercise price of the Options and thereby warranting their exercise. The options are not linked to the performance of the relevant Director.
Under the Group's circumstances at the time, the Directors considered that the incentive noted above, represented by the issue of options, was a cost effective and efficient reward and incentive to provide the Directors, as opposed to alternative forms of incentive such as the payment of cash compensation only. In addition, the Directors considered it prudent to remunerate the Directors by way of options so as to preserve the cash reserves of the Company.
The following table shows the gross revenue and losses and the share price of the Group at the end of the respective financial year:
| Revenue Net Loss Share price |
30 June2016 30 June2015 30 June2014 30 June2013 30 June2012 |
|---|---|
| 30,866 9,562 11,002 46,006 128,506 2,358,402 5,361,215 1,631,531 2,807,436 2,079,768 0.7c 0.3c 2.4c 5.5c 8.5c |
23
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
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 Adam Sierakowski Non-Executive Chairman (Appointed 21 October 2010) Stephen Lowe Non-Executive Director (Appointed 21 October 2010) Robert Ramsay Executive Director (Appointed 20 December 2012)
Remuneration of key management personnel
| 2016 Short-term benefits Cash salary and fees Post-Employment Benefits Pension & Superannuation Share-based payments Total 2015 Short-term benefits Cash salary and fees Post-Employment Benefits Pension & Superannuation Share-based payments Total Percentage of Remuneration that consists of options |
Adam Sierakowski1 Stephen Lowe Robert Ramsay Total $ $ $ $ 64,000 49,315 146,000 259,315 - 4,685 - 4,685 - - - - |
|---|---|
| 64,000 54,000 146,000 264,000 |
|
| Adam Sierakowski1 Stephen Lowe Robert Ramsay Total $ $ $ $ - - - 64,000 49,315 183,000 296,315 - 4,685 - 4,685 45,474 45,474 45,474 136,422 |
|
| 109,474 99,474 228,474 437,422 |
|
| 42% 46% 20% 31% |
Note 1: Adam Sierakowski was not in receipt of any remuneration or any other fees from Coziron Resources Limited during the 2015 and 2016 financial years. Mr. Sierakowski is a director of Trident Capital Pty Ltd, to which Coziron Resources Limited paid director’s fees.
Employment contracts of key management personnel
The Group 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 non-executive directors are not linked to the performance of the economic entity.
Compensation options granted and exercised during the year ended 30 June 2015
During the 2015 financial year 15,000,000 options were issued by the Company to the Directors (2016: Nil). The fair value of the options issued to Directors calculated using the Black-Scholes option valuation methodology and applying the following inputs:
| Grant date 5 Day VWAP at 28 October 2014 Exercise Price Expiry Date Risk Free Rate Volatility Value per Option Total Value of Options Amount Expensed in Current Year Amount to be Expensed in Future Years |
3c Options 3.5c Options **Total ** |
|---|---|
| 28 Oct 2014 28 Oct 2014 $0.0209 $0.0209 3c 3.5c 28 Oct 2017 28 Oct 2018 3% 3% 75% 75% $0.0087 $64,934 $64,934 $- $0.0095 $71,488 $71,488 $- $136,422 $136,422 $- |
24
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
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 Robert Ramsay Total Name Adam Sierakowski Stephen Lowe Robert Ramsay Total |
Balance at 1 July 2015 Options Issued and Vested 5,000,000 - 5,000,000 - 5,000,000 - |
Options Exercised or Expired - - - |
Bought & (Sold) Balance at 30 June 2016 - 5,000,000 - 5,000,000 - 5,000,000 |
|---|---|---|---|
| 15,000,000 - |
- | - 15,000,000 |
|
| Balance at 1 July 2014 Options Issued and Vested - 5,000,000 - 5,000,000 - 5,000,000 |
Options Exercised or Expired - - - |
Bought & (Sold) Balance at 30 June 2015 - 5,000,000 - 5,000,000 - 5,000,000 |
|
| - 15,000,000 |
- | - 15,000,000 |
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 Robert Ramsay Total Name Adam Sierakowski Stephen Lowe Robert Ramsay Total |
Balance at 1 July 2015 Granted as compensation 8,836,931 - 8,146,766 - - - |
Other changes 7,415,000 5,200,000 - |
Balance at 30 June 2016 Balance held nominally 16,251,931 16,251,931 13,346,766 13,346,766 - - |
|---|---|---|---|
| 16,983,697 - |
12,615,000 | 29,598,697 **29,598,697 ** |
|
| Balance at 1 July 2014 Granted as compensation 6,203,800 - 5,893,000 - - - |
Other changes 2,633,131 2,253,766 - |
Balance at 30 June 2015 Balance held nominally 8,836,931 8,836,931 8,146,766 8,146,766 - - |
|
| 12,096,800 - |
**4,886,897 ** | 16,983,697 **16,983,697 ** |
Loans from/to key management persons
No loans were made from or to key management personnel of the Group during the 2015 and 2016 financial years.
25
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
Other transactions and balances
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. |
2016 $ 2015 $ |
|---|---|
| 15,373 14,872 112,500 - 24,000 180,000 47,201 24,000 85,148 73,665 |
|
| 237,021 339,738 |
Aggregate amounts of liabilities at reporting date relating to consulting services with directors of the group are as follows:
| s follows: | |
|---|---|
| Current liabilities Price Sierakowski Pty Ltd Rob Ramsay Trident Management Services Pty Ltd Trident Capital Pty Ltd |
2016 $ 2015 $ |
| 600 - 18,583 - 7,783 6,000 14,117 20,333 |
|
| 41,083 26,333 |
Performance income as a proportion of total income
No performance-based bonuses have been paid to key management personnel during the financial year (2015: Nil).
Voting and comments made at the Group’s 2015 Annual General Meeting
The Group received more than 99% of votes, of those shareholders who exercised their right to vote, in favour of the remuneration report for the 2015 financial year. The Group did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
END OF REMUNERATION REPORT (Audited).
26
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
OPTIONS
At the date of this report there are 17,500,000 unissued ordinary shares of the Company under option.
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.
PROCEEDINGS ON BEHALF OF GROUP
No person has applied for leave of Court under s.237 of the Corporations Act to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of these proceedings. The Group 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 2015 year, the Group’s auditors assisted the Group through the provision of taxation services and the attendance of the AGM. During the 2015 year, the Group’s auditors assisted the Group through the provision of taxation services and the preparation of an Independent Expert’s Report. No other non – audit services have been provided by the Group’s auditors. Remuneration paid to the Group’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 - Taxation compliance services - Other services |
2016 $ 2015 $ 31,817 33,634 10,741 16,450 12,240 - |
|---|---|
| 54,798 50,084 |
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.
27
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ REPORT (Continued)
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration under section 307C of the Corporations Act 2001 for the year ended 30 June 2016 is set out on page 29.
This report is signed in accordance with a resolution of the Board of Directors.
==> picture [104 x 58] intentionally omitted <==
Adam Sierakowski Director Dated this 23[rd] day of September 2016
28
Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia
==> picture [78 x 30] intentionally omitted <==
DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF COZIRON RESOURCES LIMITED
As lead auditor of Coziron Resources Limited for the year ended 30 June 2016, I declare that, to the best of my knowledge and belief, there have been:
-
No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
No contraventions of 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.
==> picture [82 x 48] intentionally omitted <==
Dean Just Director
BDO Audit (WA) Pty Ltd
Perth, 23 September 2016
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.
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016
| (a) Note Revenue from continuing operations 6 Depreciation and amortisation expense 7 Compliance and professional fees Occupancy expenses 7 Administration expenses Directors’ fees Share based payments expense Exploration costs 7 Stamp duty on acquisition of tenements Impairment of exploration assets 15 (Loss) before income tax Income tax expense 8 (Loss) after income tax 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 attributable to the ordinary equity holders of the company Basic and diluted loss per share 9 |
2016 $ 2015 $ 30,866 9,562 (7,173) (6,961) (316,616) (373,762) (24,000) (24,000) (66,652) (57,710) (124,022) (118,000) - (159,158) (1,850,805) (1,066,384) - (217,420) - (3,347,382) |
|---|---|
| (2,358,402) (5,361,215) - - |
|
| (2,358,402) (5,361,215) |
|
| - - |
|
| (2,358,402) (5,361,215) |
|
| (2,358,402) (5,361,215) |
|
| Cents Cents (0.15) (0.45) |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
30
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016
| Note ASSETS Current Assets Cash and cash equivalents 11 Trade and other receivables 12 Total Current Assets Non-Current Assets Property, plant and equipment 14 Exploration assets and exploration expenditure 15 Total Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables 16 Total Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity 17 Reserves Accumulated losses 19 TOTAL EQUITY |
2016 $ 2015 $ 2,308,836 1,632,883 252,812 103,129 |
|---|---|
| 2,561,648 1,736,012 |
|
| 31,432 38,605 11,481,916 10,397,422 |
|
| 11,513,348 10,436,027 |
|
| 14,074,996 12,172,039 |
|
| 286,443 89,578 |
|
| 286,443 89,578 |
|
| 286,443 89,578 |
|
| 13,788,553 **12,082,461 ** |
|
| 28,333,286 24,268,792 159,158 159,158 (14,703,891) (12,345,489) |
|
| 13,788,553 12,082,461 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
31
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016
| Note Cash flows from operating activities Cash paid to suppliers and employees Interest received Payment of stamp duty on acquisition Payments for exploration expenditure Net cash (outflow) from operating activities 21 Cash flows from investing activities Payments for property, plant and equipment Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from issue of ordinary shares 17 Payments for share issue costs Net cash inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 11 |
2016 $ 2015 $ (525,845) (617,902) 30,866 9,562 - (217,420) (1,809,068) (1,221,935) |
|---|---|
| (2,304,047) (2,047,695) |
|
| - (6,122) |
|
| - (6,122) |
|
| 2,980,000 2,663,435 (56,376) |
|
| 2,980,000 2,607,059 |
|
| 675,953 553,242 1,632,883 1,079,641 |
|
| 2,308,836 1,632,883 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
32
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016
| At 1 July 2015 Total comprehensive loss for the year Transactions with owners in their capacity as owners Shares issued – Placement Shares issued – Acquisition Share issue costs At 30 June 2016 At 1 July 2014 Total comprehensive loss for the year Transactions with owners in their capacity as owners Shares issued – Placement Shares issued – Entitlement issue Shares issued – Acquisition Shares issued – Debt repayment Options issued Share issue costs At 30 June 2015 |
Issued capital Reserves Accumulated losses Total equity $ $ $ $ 24,268,792 159,158 (12,345,489) 12,082,461 - - (2,358,402) (2,358,402) 2,980,000 - - 2,980,000 1,084,494 - - 1,084,494 - - - - |
|---|---|
| 28,333,286 159,158 (14,703,891) 13,788,553 |
|
| 18,661,733 - (6,984,274) 11,677,459 - - (5,361,215) (5,361,215) 767,500 - - 767,500 1,895,935 - 1,895,935 878,517 - - 878,517 2,121,483 - - 2,121,483 - 159,158 - 159,158 (56,376) - - (56,376) |
|
| 24,268,792 159,158 (12,345,489) **12,082,461 ** |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
33
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016
1. CORPORATE INFORMATION
The consolidated financial report of Coziron Resources Limited for the year ended 30 June 2016 was authorised for issue in accordance with a resolution of the directors on 23 September 2016 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. Coziron is a for profit entity.
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 and Interpretations and the Corporations Act 2001. Coziron Resources Limited is a for-profit entity for the purpose of preparing the financial statements.
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 0.
(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 all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the parent, using consistent accounting policies.
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.
34
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
Non-controlling interests in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other 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 profit or loss and other 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 profit or loss and other 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:
35
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
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 profit or loss and other 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.
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.
(i) 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 profit or loss and other comprehensive. Impairment losses amortised in the statement of profit or loss and other comprehensive income on equity instruments classified as available-for-sale are not reversed through the statement of profit or loss and other comprehensive income.
36
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
(j) 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.
(k) Exploration, Evaluation and Development Expenditure
Exploration and evaluation costs including costs of studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities along with those for general and administrative costs are expensed in the period they are incurred. Acquisition costs of acquiring are capitalised until the viability of the area of interest is determined. Those acquisition costs are carried forward when the following conditions are satisfied:
-
(i) the rights to tenure of the area of interest are current; and
-
(ii) at least one of the following conditions is also met:
-
a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
-
b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.
(l) 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
37
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
derecognised. All other repairs and maintenance are charged to the statement of profit or loss and other comprehensive income during the reporting period in which they are incurred.
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 statement of profit or loss and other comprehensive income in the year that the item is derecognised.
(m) 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.
(n) 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.
(o) 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.
(p) 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.
38
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
(q) 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.
(r) 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.
(s) New and amended standards adopted by the Group
The group has applied the following standards and amendments for first time for their annual reporting period commencing 1 July 2015:
-
AASB 2012-6 Amendments to Australian Accounting Standards - Mandatory Effective Date of AASB 9 and Transition Disclosures.
-
AASB 2014-1 Amendments to Australian Accounting Standards – Parts A-C and E.
None of these standards have altered any amounts in the current or prior periods and are not likely to impact future periods.
(t) New Accounting Standards not yet mandatory or early adopted
| Reference | Title | Summary | Application date |
Expected Impact |
|---|---|---|---|---|
| AASB 2014-3 |
Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations |
This Standard amends AASB 11 to provide guidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business. |
Financial years beginning on or after 1 January 2016 |
No expected impact |
39
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
| Reference | Title | Summary | Application date |
Expected Impact |
|---|---|---|---|---|
| AASB 2014-4 |
Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation |
This Standard amends AASB 116 and AASB 138 to establish the principle for the basis of depreciation and amortisation as being the expected pattern of consumption of the future economic benefits of an asset, and to clarify that revenue is generally presumed to be an inappropriate basis for that purpose. |
Financial years beginning on or after 1 January 2016 |
No expected impact |
| AASB 2014-9 |
Amendments to Australian Accounting Standards – Equity Method in Separate Financial Statements |
This amending standard allows entities to use the equity method of accounting for investments in subsidiaries, joint ventures and associates in their separate financial statements. |
Financial years beginning on or after 1 January 2016 |
No expected impact |
| AASB 2014-10 |
Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
This amending standard requires a full gain or loss to be recognised when a transaction involves a business (even if the business is not housed in a subsidiary), and a partial gain or loss to be recognised when a transaction involves assets that do not constitute a business (even if those assets are housed in a subsidiary). |
Financial years beginning on or after 1 January 2016 |
No expected impact |
| AASB 2015-1 |
Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012- 2014Cycle |
The Standard makes amendments to various Australian Accounting Standards arising from the IASB’s Annual Improvements process, and editorial corrections. |
Financial years beginning on or after 1 January 2016 |
No expected impact |
| AASB 2015-2 |
Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101 |
The Standard makes amendments to AASB 101 Presentation of Financial _Statements_arising from the IASB’s Disclosure Initiative project. |
Financial years beginning on or after 1 January 2016 |
Disclosures Only |
40
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
| Reference | Title | Summary | Application date |
Expected Impact |
|---|---|---|---|---|
| AASB 15 | Revenue from Contracts with Customers |
This Standard establishes principles (including disclosure requirements) for reporting useful information about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contractswithcustomers. |
Financial years beginning on or after 1 January 2018 |
No expected impact |
| AASB 2016-1 |
Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Tax Losses |
Clarifies four issues with respect to recognising deferred tax assets (DTAs) for unrealised tax losses: If all other recognition criteria are met, DTAs must be recognised for the deductible temporary difference between the fair value and tax base on fixed rate debt instruments that are not deemed to be impaired. Deductible temporary differences must be compared to taxable profits of the same type (e.g. capital or revenue profits) to determine whether there are sufficient taxable profits against which the deductible temporary differences can be utilised. When comparing deductible temporary differences against the amount of future taxable profits, the calculation of future taxable profits must exclude tax deductions resulting from the reversal of those deductible temporary differences. The estimate of future taxable profits can include recovery of certain assets at amounts more than theircarrying amount |
Financial years beginning on or after 1 January 2017 |
No expected impact |
41
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
| Reference | Title | Summary | Application date |
Expected Impact |
|---|---|---|---|---|
| if there is enough evidence that it is probable that the entity will recover the asset for more than its carrying amount. Examples would include: oProperty measured using cost model for which an external valuation has been conducted oFixed rate debt instruments held to maturity. |
||||
| AASB 2016-3 |
Amendments to Australian Accounting Standards – Clarifications to AASB 15 |
Clarifies AASB 15 application issues relating to: Identifying performance obligations Principal vs. agent considerations Licensing Practicalexpedients |
Financial years beginning on or after 1 January 2018 |
No expected impact |
| AASB 9 | Financial Instruments |
AASB 9 (December 2014) is a new standard which Replaces AASB 139. This new version supersedes AASB issued in December 2009 (as amended) and AASB 9 (issued in December 2010) and includes a model for classification and measurement, a single, forward-looking ‘expected loss’ impairment model and a substantially reformed approach to hedge accounting. AASB 9 is effective for annual periods beginning on or after 1 January 2018. However, the Standard is available for early adoption. The own credit changes can be early adopted in isolation without otherwise changing the accounting for financial instruments. |
Financial years beginning on or after 1 January 2018 |
No expected impact |
42
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
| Reference | Title | Summary | Application date |
Expected Impact |
|---|---|---|---|---|
| AASB 16 | Leases | AASB 16 eliminates the operating and finance lease classifications for lessees currently accounted for under AASB 117 Leases. It instead requires an entity to bring most leases onto its balance sheet in a similar way to how existing finance leases are treated under AASB 117. An entity will be required to recognise a lease liability and a right of use asset in its balance sheet for most leases. There are some optional exemptions for leases with a period of 12 months or less and for low value leases. Lessor accounting remains largely unchanged from AASB 117. |
Financial years beginning on or after 1 January 2019 |
No expected impact |
| IFRS 2 (Amendme nts) |
Classification and Measurement of Share-based Payment Transactions [Amendments to IFRS 2 |
This standard amends to IFRS 2 Share-based Payment, clarifying how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for: The effects of vesting and non-vesting conditions on the measurement of cash settled share-based payments Share-based payment transactions with a net settlement feature for withholding tax obligations A modification to the terms and conditions of a share- based payment that changes the classification of the transaction from cash-settled to equity-settled |
1 January 2018 |
No expected impact |
43
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
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 costs 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. During the prior period, as there had been no active and significant operations in or relating to the KingX project the value of the exploration asset and expenditure in relation to that project was impaired during the 30 June 2015 financial reporting period.
Share Based Payments
The Group measures the cost of equity-settled transactions with other parties by reference to the fair value of the goods or services received. Where the fair value of the goods or services cannot be reliably determined, or where the goods or services cannot be identified, the Group measures the cost of the transaction by reference to the fair value of the equity instruments granted.
The Group measures the cost of equity-settled transactions with directors and the company secretary by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Black-Scholes model, using assumptions detailed in Note 21.
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.
Given the nature of the Group, its size and current operations, management does not treat any part of the Group as a separate operating segment. Internal financial information used by the Group’s decision makers is presented on a “whole of entity” manner without dissemination to any separately identifiable segments.
The Group’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.
44
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
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 Reserves Accumulated losses Total equity Total loss for the year Total comprehensive income |
2016 $ 2015 $ 2,552,156 1,703,463 11,522,840 10,468,576 |
|---|---|
| 14,074,966 12,172,039 |
|
| 286,443 89,578 - - |
|
| 286,443 89,578 |
|
| 28,333,286 24,268,792 159,158 159,158 (14,703,891) (12,345,489) |
|
| 13,788,553 **12,082,461 ** |
|
| (2,197,512) (5,093,783) |
|
| (2,197,512) (5,093,783) |
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 2016, Coziron Resources Limited has not entered into any contractual commitments for the acquisition of property, plant and equipment (2015: Nil)
6. REVENUE
From continuing operations Interest Income
| 2016 | 2015 | |
|---|---|---|
| $ | $ | |
| 30,866 | 9,562 | |
| 30,866 | 9,562 |
45
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
| 7. EXPENSES Profit/(Loss) before income tax includes the following specific expenses: Depreciation expense Employee benefits expense Occupancy expenses Other Exploration costs 8. INCOME TAX EXPENSE Income tax expense Current tax expense Deferred tax expense Total income tax expense Reconciliation of the effective tax rate Loss before income tax expense Prima facie income tax benefit 30% (2014: 30%) Non-deductible expenses: - Fines and penalties - Other - Impairment of exploration assets Add/(Deduct) adjustments due to: - Revenue losses not recognised as own asset - Unrecognised temporary differences current year - Unrecognised temporary differences prior year - Adjustments for current tax of prior periods - Unrecognised deductible temporary differences oCapital raising costs recognised in equity Income tax expense |
2016 $ 2015 $ 7,173 6,961 |
|---|---|
| - 159,158 |
|
| 24,000 24,000 |
|
| 1,850,805 1,066,384 |
|
| 2016 $ 2015 $ - - - - |
|
| - - |
|
| (2,358,402) (5,361,215) |
|
| (707,521) (1,608,364) - - 5,527 69,511 - 1,004,215 786,171 498,024 84,178 25,339 - - - - - - - 11,275 |
|
| - - |
|
| - - |
46
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
8. INCOME TAX EXPENSE (Continued)
| Unrecognised deferred tax assets Unused tax losses for which no deferred tax asset has been recognised: - Carry forward revenue losses prior year - Carry forward revenue losses current year - Carry forward capital losses prior year - Carry forward foreign losses Tax on losses at 30% (2015: 30%) Deferred tax assets have not been recognised in the statement of financial position for the following items: Deductible temporary differences - Amounts deductible under Sec 40-880 - Accrued expenditure - Difference between accounting and tax written down value Tax on timing differences at 30% (2015: 30%) Unrecognised deferred tax assets in equity Sec 40-880 Capital raising costs Tax on losses at 30% (2015: 30%) Unrecognised deferred tax liabilities - Prepayments - Accrued interest - Deferred exploration expenditure Tax on timing differences at 30% (2015: 30%) |
2015 $ 2015 $ 20,587,137 18,927,057 2,620,572 1,660,080 7,232,563 7,232,563 |
|---|---|
| 30,440,272 27,819,700 |
|
| 9,132,082 8,345,910 |
|
| 57,783 91,254 12,000 38,333 3,727 3,727 |
|
| 73,510 133,314 |
|
| 22,053 39,994 |
|
| 115,412 179,781 |
|
| 34,624 53,934 |
|
| 210,917 20,254 - - 7,980,000 7,980,000 |
|
| 8,190,917 8,000,254 |
|
| 2,457,275 2,400,076 |
The tax benefits of the above deferred tax assets will only be obtained if:
-
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;
-
the Group continues to comply with the conditions for deductibility imposed by law; and
-
no changes in income tax legislation adversely affect the Group in utilising the benefits.
47
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
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 |
2016 $ 2015 $ 2,358,402 5,361,215 |
|---|---|
| 2016 Number 2015 Number 1,548,954,792 1,186,907,837 |
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. AUDITOR'S 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 - Taxation compliance services - Other services 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 1. CASH AND CASH EQUIVALENTS Cash at bank and in hand Cash management account Term deposit |
2016 $ 2015 $ 31,817 33,634 10,742 16,450 12,240 - |
|---|---|
| 54,799 50,084 - - - - |
|
| 54,799 50,084 |
|
| 7,999 31,534 550,837 1,601,349 1,750,000 - |
|
| 2,308,836 1,632,883 |
11. CASH AND CASH EQUIVALENTS
Cash at bank and in hand, are interest bearing (2015: 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.
48
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
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 |
2016 $ 2015 $ 2,308,836 1,632,883 |
|---|---|
| 2,308,836 1,632,883 |
The Groups exposure to interest rate risk is discussed in Note 20. 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 Prepaid insurance Prepaid tenement rent GST receivable Other receivables |
8,079 6,000 23,332 20,254 187,585 50,114 32,235 25,180 1,581 1,581 |
|---|---|
| 252,812 103,129 |
As of 30 June 2016, there were no trade or other receivables which were past due but not impaired. Please refer to Note 20 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 | 2016 | 2015 | |
| $ | $ | |||
| Zanthus Resources Pty Ltd | Australia | Ordinary | 100% | 100% |
| Buddadoo Metals Pty Ltd | Australia | Ordinary | 100% | 100% |
| KingX Pty Ltd | Australia | Ordinary | 100% | 100% |
- the proportion of ownership interest is equal to the proportion of voting power held.
49
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
14. PROPERTY, PLANT AND EQUIPMENT
| Motor vehicles At cost Accumulated depreciation Software At cost Accumulated depreciation Plant and equipment At cost Accumulated depreciation Reconciliation Motor vehicles Opening balance Additions Depreciation charge for the year Closing balance, net of accumulated depreciation and impairment Software Opening balance Additions Depreciation charge for the year Closing balance, net of accumulated depreciation and impairment Plant and equipment Opening balance Additions Depreciation charge for the year Closing balance, net of accumulated depreciation and impairment |
2016 $ 2015 $ 40,595 40,595 (12,801) (9,368) |
|---|---|
| 27,794 31,227 |
|
| 13,282 13,282 (9,760) (6,430) |
|
| 3,522 6,852 |
|
| 769 769 (653) (243) |
|
| 116 526 |
|
| 31,227 34,650 - - (3,433) (3,423) |
|
| 27,794 31,227 |
|
| 6,852 10,173 - - (3,329) (3,321) |
|
| 3,523 6,852 |
|
| 526 743 (410) (217) |
|
| 116 526 |
|
| 31,433 38,605 |
50
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
| 15. EXPLORATION ASSETS Exploration and evaluation phases At cost Accumulated amortisation (and impairment) Reconciliations Exploration and evaluation phases Balance at beginning of year Add: Acquisition of Shepherds Well tenement Acquisition of Yarrie Tenements Exploration expenditure capitalised during the year Exploration expenditure impaired Balance at end of period Exploration expenditure expensed during the year |
2016 $ 2015 $ 13,744,804 13,744,804 (3,347,382) (3,347,382) |
|---|---|
| 10,397,422 10,397,422 |
|
| 10,397,422 12,744,804 - 1,000,000 1,084,494 - - - - (3,347,382) |
|
| 11,481,916 10,397,422 |
|
| 1,850,805 1,066,384 |
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.
During the 2015 year the Directors resolved that they will not be conducting further exploration of the KingX Manganese project. Accordingly the carrying value of the project was fully impaired at 30 June 2015. On 29 September 2015 the Company announced that it had withdrawn from the KingX Joint Venture and accordingly the Company no longer has any interest in the KingX Manganese project.
16. TRADE AND OTHER PAYABLES
| Trade payables Accruals Employee entitlements |
2016 $ 2015 $ 273,272 43,889 12,000 38,333 1,171 7,356 |
|---|---|
| 286,443 89,578 |
51
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
| 17. CONTRIBUTED EQUITY 2016 2015 Number $ Number $ Share capital Ordinary shares - Fully paid 1,752,217,935 28,747,379 1,318,656,235 24,682,885 - Capital raising costs - (414,093) - (414,093) 1,752,217,935 28,333,286 1,318,656,235 24,268,792 Total contributed equity 28,333,286 24,268,792 Movements in ordinary shares Date Details Number Issue price $ 30-Jun-14 Closing Balance 1,102,743,654 18,661,733 4-Nov-14 Issue of shares – Acquisition of Shepherds Well 10,000,000 $0.087 878,517 4-Nov-14 Issue of shares – Extinguish Creasy liability 66,666,666 $0.03 2,000,000 20-Nov-14 Issue of shares – placement 38,375,000 $0.02 767,500 6-Mar-15 Issue of shares – payment of Shepherds Well cash consideration 6,074,150 $0.02 121,483 29-May-15 Issue of shares – Entitlement Offer 94,796,765 $0.02 1,895,935 Less: Transaction costs arising on shares issued - (56,376) 30-Jun-15 Closing Balance 1,318,656,235 24,268,792 7-Dec-15 Issue of shares – Acquisition of Yarrie Project 135,561,700 $0.008 1,084,494 29-Dec-15 Issue of shares – placement 298,000,000 $0.01 2,980,000 Less: Transaction costs arising on shares issued - - 30-Jun-16 Closing Balance 1,752,217,935 28,333,286 |
2016 2015 Number $ Number $ 1,752,217,935 28,747,379 1,318,656,235 24,682,885 - (414,093) - (414,093) |
2016 2015 Number $ Number $ 1,752,217,935 28,747,379 1,318,656,235 24,682,885 - (414,093) - (414,093) |
2016 2015 Number $ Number $ 1,752,217,935 28,747,379 1,318,656,235 24,682,885 - (414,093) - (414,093) |
2016 2015 Number $ Number $ 1,752,217,935 28,747,379 1,318,656,235 24,682,885 - (414,093) - (414,093) |
|---|---|---|---|---|
| 1,752,217,935 | 28,333,286 1,318,656,235 |
24,268,792 | ||
| 28,333,286 Number Issue price |
||||
| 24,268,792 | ||||
| $ | ||||
| 1,102,743,654 10,000,000 $0.087 66,666,666 $0.03 38,375,000 $0.02 6,074,150 $0.02 94,796,765 $0.02 - 1,318,656,235 135,561,700 $0.008 298,000,000 $0.01 - 1,752,217,935 |
18,661,733 878,517 2,000,000 767,500 121,483 1,895,935 (56,376) 24,268,792 1,084,494 2,980,000 - |
|||
| 28,333,286 |
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
| Options | |
|---|---|
| Outstanding at beginning of year Issued during the year Outstanding at the end of the year Exercisable at the end of the year |
2016 No. 2016 Weighted average exercise price 2015 No. 2015 Weighted average exercise price |
| 17,500,000 0.0325 - - - - 17,500,000 0.0325 |
|
| 17,500,000 0.0325 17,500,000 0.0325 |
|
| 17,500,000 0.0325 17,500,000 0.0325 |
52
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
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.
18. RESERVES
| Share based payments reserve | 2016 $ 2015 $ |
|---|---|
| 159,158 159,158 |
The share-based payments reserve arises on the grant of share options to directors and the company secretary (no grants were made in the prior financial year). Amounts are transferred out of the reserve and into issued capital when options are exercised. See note 22 for details of the calculation of the fair value of options issued.
19. ACCUMULATED LOSSES
Movements in accumulated losses
| Movements in accumulated losses | |
|---|---|
| Balance at start of year Net (loss) for the year Balance at end of year |
2016 $ 2015 $ (12,345,489) (6,984,274) (2,358,402) (5,361,215) |
| (14,703,891) (12,345,489) |
20. 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.
53
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
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).
Interest rate risk
The Group is exposed to movements in market interest rates on short term deposits. The Directors monitor the Group’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. 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:
2016
| 2016 Financial assets Cash and cash equivalents Trade and other receivables Weighted average interest rate Financial liabilities Trade and other payables Weighted average interest rate 2015 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 $ $ $ $ $ |
|---|---|---|
| 558,836 - |
1,750,000 - - - 2,308,836 - - - 252,812 252,812 |
|
| 558,836 | 1,750,000 - - 252,812 2,561,648 |
|
| 1.48% | 2.90% - - - 2.56% |
|
| - | - - - 273,272 273,272 |
|
| - | - - - 273,272 273,272 |
|
| - | - - - - - |
|
| Floating rates $ |
Fixed interest maturing in < 1 year 1 - 5 years > 5 years Non- interest bearing Total $ $ $ $ $ |
|
| 1,632,883 - |
- - - - 1,632,883 - - - 103,129 103,129 |
|
| 1,632,883 | - - - 103,129 1,736,012 |
|
| 1.47% | - - - - 1.47% |
|
| - | - - - 89,578 89,578 |
|
| - | - - - 89,578 89,578 |
|
| - | - - - - - |
54
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
20. FINANCIAL RISK MANAGEMENT (Continued)
Group sensitivity
At 30 June 2016, 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 $23,088 (2015 – change of 100 basis points; $16,329 lower/higher). The group’s interest income from the comparative financial years comes solely from the parent entity.
(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 2016, 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 include trade and other payables and employee entitlements. As at 30 June 2016 and 30 June 2015 trade payables and employee entitlements 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 in Australian dollars and therefore does not participate in the use of derivative financial instruments. Minor exposure to foreign exchange transactions may occur if the Consolidated Entity’s transacts 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.
55
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
21. CASH FLOW INFORMATION
| 1. CASH FLOW INFORMATION |
|
|---|---|
| Reconciliation of (loss) after income tax to net cash flow from operating activities (Loss) for the year Depreciation and amortisation Impairment of exploration assets Share based payments Change in operating assets - (increase)/decrease in trade and other receivables - (increase)/decrease in prepayments - increase/(decrease) in trade and other payables Net cash flow from operating activities |
2016 $ 2015 $ (2,358,402) (5,361,215) 7,173 6,961 - 3,347,382 - 159,158 (9,134) 65,056 (140,549) (6,901) 196,865 (258,136) |
| (2,304,047) (2,047,695) |
Non-cash financing activities
During the financial year the Company issued:
-
100,000,000 ordinary shares as consideration for the acquisition of the Yarrie Project.
-
35,561,700 ordinary shares in settlement of the cash consideration payable in relation to the acquisition of the Yarrie Project.
During the prior financial year the Company issued:
-
66,666,666 ordinary shares in settlement of the cash consideration payable in relation to the acquisition of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd.
-
10,000,000 ordinary shares as consideration for the acquisition of the Shepherds Well tenement.
-
6,074,150 ordinary shares in settlement of the cash consideration payable in relation to the acquisition of the Shepherds Well tenement.
22. SHARE BASED PAYMENTS
Ordinary Shares
| Shares provided in respect of acquisition of Shepherds Well tenement Shares provided in respect of acquisition of Yarrie Project Shares provided in respect of the repayment of the Creasy Group liability (Notes 16,17) Total share based payments |
2016 $ 2015 $ - 1,000,000 1,084,494 - - 2,000,000 1,084,494 3,000,000 |
|---|---|
The acquisition of the Yarrie Project is accounted as a share based payment under AASB 2. A share based payment transaction arises whereby Coziron Resources Limited has issued 100 million shares in exchange for a 70% interest in the Yarrie Project tenements, and a further 35,561,700 shares in settlement of the cash consideration. The amount recognised as issued equity instruments in the consolidated financial statements has been determined by adding the share based payment to the issued capital of Coziron Resources Limited on the date of the acquisition. The value of the share based payment is based on the value of the securities on the date of issue based on the price at which they last traded on the ASX.
The acquisition of the Shepherds Well tenement is accounted as a share based payment under AASB 2. A share based payment transaction arises whereby Coziron Resources Limited has issued 10 million shares in exchange for a 70% interest in the tenement, and a further 6,074,150 shares in settlement of the cash consideration. The amount recognised as issued equity instruments in the consolidated financial statements has been determined by adding the share based payment to the issued capital of Coziron Resources Limited on the date of the acquisition. The value of the share based payment is based on the fair value of the acquisitions as determined by an external valuation that was performed during the acquisition process.
56
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
The repayment of the Creasy Group Liability is accounted as a share based payment under AASB 2. A share based payment transaction arises whereby Coziron Resources Limited has issued 66,666,666 shares in satisfaction of the $2,000,000 owed to Creasy Group in relation to the acquisition of Zanthus Resources Pty Ltd, Buddadoo Metals Pty Ltd and KingX Pty Ltd. The amount recognised as issued equity instruments in the consolidated financial statements has been determined by adding the share based payment to the issued capital of Coziron Resources Limited on the date the shares were issued. The value of the share based payment is based on the fair value of the liability extinguished.
Options
During the prior year, $159,158 (2016: $Nil) was recognised as a share based payment made to the Directors and Company Secretary of the Company. The issue of options to the Directors was as approved at the General Meeting held on 28 October 2014. The fair value of the options as determined using the Black-Scholes option valuation methodology and applying the following inputs:
Summary of options granted during the year:
| 2015 Exercise Grant date Expiry date price 28 Oct 2014 28 Oct 2017 $0.03 28 Oct 2014 28 Oct 2018 $0.035 |
Balance at Expired/ Balance at the start of forfeited/ the end of the year Granted Exercised other the year - 8,750,000 - - 8,750,000 - 8,750,000 - - 8,750,000 |
|---|---|
| -17,500,000 - -17,500,000 |
There were no options granted or on issue during the year ended 30 June 2016.
| 5 Day VWAP at 28 October 2014 Exercise Price Expiry Date Risk Free Rate Volatility Value per Option Total Value of Options Amount Expensed in Current Year Amount to be Expensed in Future Years |
3c Options 3.5c Options **Total ** |
|---|---|
| $0.0209 $0.0209 3c 3.5c 28 Oct 2017 28 Oct 2018 3% 3% 75% 75% $0.0087 $75,755 $75,755 $- $0.0095 $83,403 $83,403 $- $159,158 $159,158 $- |
No other share based payment transactions were entered into during the period and at the time of this report the Group does not have a formal employee option plan in place.
The weighted average remaining contractual life of options outstanding at the end of the financial year was 1.83 years (2015: 2.83).
57
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
23. 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
Transactions with related parties are disclosed in Note 24.
Outstanding balances
Outstanding balances in relation to transactions with related parties are disclosed in Note 24.
24. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Key management personnel compensation
| Short-term benefits Post-employment benefits Share based payment |
2016 2015 $ $ 259,315 296,315 4,685 4,685 - 136,422 |
|---|---|
| 264,000 437,422 |
Further details of compensation of the key management personnel of Coziron Resources Limited are set out in the Remuneration Report on page 22.
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. |
2016 $ 2015 $ |
|---|---|
| 15,373 14,872 112,500 - 24,000 180,000 47,201 24,000 85,418 73,665 |
|
| 237,291 339,738 |
58
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) FOR THE YEAR ENDED 30 JUNE 2016
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 |
2016 $ 2015 $ 85,418 73,665 |
|---|---|
| 85,418 73,665 |
Aggregate amounts of liabilities at reporting date relating to consulting services with directors of the group are as follows:
| Current liabilities Price Sierakowski Pty Ltd Rob Ramsay Trident Management Services Pty Ltd Trident Capital Pty Ltd |
2016 $ 2015 $ |
|---|---|
| 600 - 18,583 - 7,783 6,000 14,117 20,333 |
|
| 41,083 26,333 |
25. CONTINGENCIES
As at the date of the report, the Directors are not aware of any material contingent liabilities that would require disclosure.
26. COMMITMENTS
| Exploration commitments Payable: Within one year Later than one year but not later than 5 years Later than 5 years |
2016 2015 $ $ 1,261,021 1,418,793 2,176,706 2,869,865 - - |
|---|---|
| 3,437,727 4,288,659 |
27. EVENTS OCURRING AFTER THE REPORTING PERIOD
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.
59
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
DIRECTORS’ DECLARATION FOR THE YEAR ENDED 30 JUNE 2016
The directors of Coziron Resources Limited declare that:
-
The financial statements and notes of the consolidated entity, as set out on pages 30 to 59 are in accordance with the Corporations Act 2001 and:
-
(a) comply with Accounting Standards, Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
(b) give a true and fair view of the financial position as at 30 June 2016 and of its performance for the year ended on that date ;
-
There are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.
The Company Secretary has declared that:
-
1) the financial records of the Group for the financial year have been properly maintained in accordance with s286 of the Corporations Act 2001;
-
2) the financial statement and notes for the financial year comply with Accounting Standards; and
-
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:
==> picture [141 x 78] intentionally omitted <==
Adam Sierakowski Chairman
Dated 23 September 2016
60
Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia
==> picture [78 x 30] intentionally omitted <==
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 2016, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the 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 .
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.
==> picture [78 x 30] intentionally omitted <==
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.
Opinion
In our opinion:
-
(a) the financial report of Coziron Resources Limited is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 22 to 26 of the directors’ report for the year ended 30 June 2016. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Coziron Resources Limited for the year ended 30 June 2016 complies with section 300A of the Corporations Act 2001 .
BDO Audit (WA) Pty Ltd
==> picture [73 x 79] intentionally omitted <==
Dean Just
Director
Perth, 23 September 2016
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CORPORATE GOVERNANCE
The Board is responsible for establishing the Company’s corporate governance framework. In establishing its corporate governance framework, the Board has referred to the 3[rd] edition of the ASX Corporate Governance Councils’ Corporate Governance Principles and Recommendations.
The Corporate Governance Statement discloses the extent to which the Company follows the recommendations. The Company will follow each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Company’s corporate governance practices will follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the “if not, why not” reporting regime, where, after due consideration, the Company’s corporate governance practices will not follow a recommendation, the Board has explained its reasons for not following the recommendation and disclosed what, if any, alternative practices the Company will adopt instead of those in the recommendation.
The following governance-related documents can be found on the Company’s website at www.coziron.com under the section marked “Corporate Governance”:
-
a) Board Charter;
-
b) Board Performance Evaluation Policy;
-
c) Code of Conduct;
-
d) Audit Committee Charter;
-
e) Remuneration and Nomination Committee Charter;
-
f) Security Trading Policy;
-
g) Continuous Disclosure Policy;
-
h) Shareholder Communication and Investor Relations Policy;
-
i) Risk Management Policy; and
-
j) Diversity Policy.
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
The Company has established the respective roles and responsibilities of its Board and management, and those matters expressly reserved to the Board and those delegated to management, and has documented this in its Board Charter.
The responsibilities of the Board include but are not limited to:
-
a) setting and reviewing strategic direction and planning;
-
b) reviewing financial and operational performance;
-
c) identifying principal risks and reviewing risk management strategies; and
-
d) considering and reviewing significant capital investments and material transactions.
In exercising its responsibilities, the Board recognises that there are many stakeholders in the operations of the Company, including employees, shareholders, co-ventures, the government and the community.
The Board has delegated responsibility for the business operations of the Company to the Chief Executive Officer (currently the Executive Director) and the management team. The management team, led by the Chief Executive Officer is accountable to the Board.
Recommendation 1.2
The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election as a director and provides shareholders with all material information in its possession relevant to a decision on whether or not to elect a director.
63
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CORPORATE GOVERNANCE
The checks which are undertaken, and the information provided to shareholders, are set out in the Company’s Remuneration and Nomination Committee Charter.
Recommendation 1.3
The Company has a written agreement with each of the Directors. The material terms of any employment, service or consultancy agreement the Company, or any of its child entities, has entered into with its Chief Executive Officer, any of its directors, and any other person or entity who is a related party of the Chief Executive Officer or any of its directors will be disclosed in accordance with ASX Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule).
Recommendation 1.4
The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. The Company Secretary is responsible for the application of best practice in corporate governance and also supports the effectiveness of the Board by:
-
a) ensuring a good flow of information between the Board, its committees, and Directors;
-
b) monitoring policies and procedures of the Board;
-
c) advising the Board through the Chairman of corporate governance policies; and
-
d) conducting and reporting matters of the Board, including the despatch of Board agendas, briefing papers and minutes.
Recommendation 1.5
The Company has a Diversity Policy, the purpose of which is:
-
a) to outline the Company’s commitment to creating a corporate culture that embraces diversity and, in particular, focuses on the composition of its Board and senior management; and
-
b) to provide a process for the Board to determine measurable objectives and procedures which the Company will implement and report against to achieve its diversity goals.
The Board intends to set measurable objectives for achieving diversity, specifically including gender diversity and will review and report on the effectiveness and relevance of these measurable objectives. However, due to the current size of the Board and management, these measurable objectives have not yet been set.
Recommendation 1.6
The Chief Executive Officer will be responsible for evaluating the performance of the Company’s senior executives in accordance with the process disclosed in the Company’s Process for Performance Evaluations, which is currently being developed by the Board.
The Chair will be responsible for evaluating the performance of the Company’s Chief Executive Officer in accordance with the process disclosed in the Company’s Process for Performance Evaluations, which is currently being developed by the Board.
During the reporting period, an evaluation of the Chief Executive Officer has taken place with the Board pleased with performance.
Recommendation 1.7
The Chair will be responsible for evaluating the performance of the Board, Board committees and individual directors in accordance with the process disclosed in the Company’s Board performance evaluation policy.
This policy is to ensure:
-
a) individual Directors and the Board as a whole work efficiently and effectively in achieving their functions;
-
b) the executive Directors and key executives execute the Company’s strategy through the efficient and effective implementation of the business objectives; and
-
c) committees to which the Board has delegated responsibilities are performing efficiently and effectively in accordance with the duties and responsibilities set out in the board charter.
64
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CORPORATE GOVERNANCE
This policy will be reviewed annually.
During the reporting period, an evaluation of the Board, its committees and individual directors has taken place in accordance with the Company’s policy.
Principle 2: Structure the board to add value
Recommendation 2.1
Due to the size of the Board, the Company does not have a separate nomination committee. The roles and responsibilities of a nomination committee are currently undertaken by the Board.
The duties of the full Board in its capacity as a nomination committee are set out in the Company’s Remuneration and Nomination Committee Charter which is available on the Company’s website.
When the Board meets as a remuneration and nomination committee is carries out those functions which are delegated to it in the Company’s Remuneration and Nomination Committee Charter. Items that are usually required to be discussed by a Remuneration and Nomination Committee are marked as separate agenda items at Board meetings when required.
The Board has adopted a Remuneration and Nomination Committee Charter which describes the role, composition, functions and responsibilities of a Nomination Committee and is disclosed on the Company’s website.
Recommendation 2.2
The mix of skills and diversity which the Board is looking to achieve in its composition is:
-
a) a broad range of business experience; and
-
b) technical expertise and skills required to discharge duties.
Recommendation 2.3
The Board considers the independence of directors having regard to the relationships listed in Box 2.3 of the Principles and Recommendations.
Currently the Board is structured as follows:
-
a) Adam Sierakowski (Non-Executive Chairman);
-
b) Dr Robert Ramsay (Executive Director); and
-
c) Stephen Lowe (Non-Executive Director).
Dr Ramsay, who is a non-independent executive director, appointed to the Board on 20 December 2012. The Chairman, Mr Adam Sierakowski has been a director of the Company since 21 October 2010. He is a director and shareholder of Trident, a provider of material professional services, and accordingly, is not independent. Mr Stephen Lowe has been a director of the Company since 21 October 2010. He is an employee of Creasy Group, the Company's major shareholder, and accordingly, is also not independent.
Recommendation 2.4
Currently, the Board considers that membership weighted towards technical expertise is appropriate at this stage of the Company’s operations. Accordingly, the Board does not have any independent directors.
Recommendation 2.5
As noted above, Mr Sierakowski is not an independent Chairman. Mr Sierakowski is considered to be the most appropriate person to Chair the Board because of his public company experience.
Recommendation 2.6
It is a policy of the Company, that new Directors undergo an induction process in which they are given a full briefing on the Company. Where possible this includes meetings with key executives, tours of the premises, an induction package and presentations.
65
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CORPORATE GOVERNANCE
In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. Specifically, Directors are provided with the resources and training to address skills gaps where they are identified.
Principle 3: Act ethically and responsibly
Recommendation 3.1
The Company is committed to promoting good corporate conduct grounded by strong ethics and responsibility. The Company has established a Code of Conduct ( Code ), which addresses matters relevant to the Company’s legal and ethical obligations to its stakeholders. It may be amended from time to time by the Board, and is disclosed on the Company’s website.
The Code applies to all Directors, employees, contractors and officers of the Company.
The Code will be formally reviewed by the Board each year.
Principle 4: Safeguard integrity in corporate reporting
Recommendation 4.1
Due to the size of the Board, the Company does not have a separate Audit Committee. The roles and responsibilities of an audit committee are undertaken by the Board.
The full Board in its capacity as the audit committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing the independence of the external auditors. The duties of the full Board in its capacity as the audit committee are set out in the Company’s Audit Committee Charter which is available on the Company’s website.
When the Board meets as an audit committee is carries out those functions which are delegated to it in the Company’s Audit Committee Charter. Items that are usually required to be discussed by an Audit Committee are marked as separate agenda items at Board meetings when required.
The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Board.
The Board has adopted an Audit Committee Charter which describes the role, composition, functions and responsibilities of the Audit Committee and is disclosed on the Company’s website.
Recommendation 4.2
Before the Board approves the Company financial statements for each financial period it will receive from the Chief Executive Officer and the Chief Financial Officer or equivalent a declaration that, in their opinion, the financial records of the Company for the relevant financial period have been properly maintained and that the financial statements for the relevant financial period comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and the consolidated entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
Recommendation 4.3
Under section 250RA of the Corporations Act, the Company’s auditor is required to attend the Company’s annual general meeting at which the audit report is considered, and does not arrange to be represented by a person who is a suitably qualified member of the audit team that conducted the audit and is in a position to answer questions about the audit. Each year, the Company will write to the Company’s auditor to inform them of the date of the Company’s annual general meeting. In accordance with section 250S of the Corporations Act, at the Company’s annual general meeting where the Company’s auditor or their representative is at the meeting, the Chair will allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor (or its representative) questions relevant to the conduct of the audit; the preparation and content of the auditor’s report; the accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the auditor in relation to the conduct of the audit. The Chair will also allow a reasonable opportunity for the auditor (or their representative) to answer written questions submitted to the auditor under section 250PA of the Corporations Act.
66
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CORPORATE GOVERNANCE
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
The Company is committed to:
-
a) ensuring that shareholders and the market are provided with full and timely information about its activities;
-
b) complying with the continuous disclosure obligations contained in the Listing Rules and the applicable sections of the Corporations Act; and
-
c) providing equal opportunity for all stakeholders to receive externally available information issued by the Company in a timely manner.
The Company has adopted a Disclosure Policy, which is disclosed on the Company’s website. The Disclosure Policy sets out policies and procedures for the Company’s compliance with its continuous disclosure obligations under the ASX Listing Rules, and addresses financial markets communication, media contact and continuous disclosure issues. It forms part of the Company’s corporate policies and procedures and is available to all staff.
The Company Secretary manages the policy. The policy will develop over time as best practice and regulations change and the Company Secretary will be responsible for communicating any amendments. This policy will be reviewed by the Board annually.
Principle 6: Respect the rights of security holders
Recommendation 6.1
The Company provides information about itself and its governance to investors via its website at www.coziron.com. The Company is committed to maintaining a Company website with general information about the Company and its operations and information specifically targeted at keeping the Company’s shareholders informed about the Company. In particular, where appropriate, after confirmation of receipt by ASX, the following will be posted to the Company website:
-
a) relevant announcements made to the market via ASX;
-
b) media releases;
-
c) investment updates;
-
d) Company presentations and media briefings;
-
e) copies of press releases and announcements for the preceding three years; and
-
f) copies of annual and half yearly reports including financial statements for the preceding three years.
Recommendation 6.2
The Company has a Shareholder Communication and Investor Relations Policy which aims to ensure that Shareholders are informed of all major developments of the Company. The policy is disclosed on the Company’s website.
Information is communicated to Shareholders via:
-
a) reports to Shareholders;
-
b) ASX announcements;
-
c) annual general meetings; and
-
d) the Company website.
This Shareholder Communication and Investor Relations policy will be formally reviewed by the Board each year. While the Company aims to provide sufficient information to Shareholders about the Company and its activities, it understands that Shareholders may have specific questions and require additional information. To ensure that Shareholders can obtain all relevant information to assist them in
67
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CORPORATE GOVERNANCE
exercising their rights as Shareholders, the Company has made available a telephone number and relevant contact details (via the website) for Shareholders to make their enquiries.
Recommendation 6.3
The Board encourages full participation of Shareholders at meetings to ensure a high level of accountability and identification with the Company’s strategies and goals.
However, due to the size and nature of the Company, the Board does not consider a policy outlining the policies and processes that it has in place to facilitate and encourage participating at meetings of shareholders to be appropriate at this stage.
Recommendation 6.4
Shareholders are given the option to receive communications from, and send communication to, the Company and its share registry electronically. To ensure that shareholders can obtain all relevant information to assist them in exercising their rights as shareholders, the Company has made available a telephone number and relevant contact details (via the website) for shareholders to make their enquiries.
Principle 7: Recognise and manage risk
Recommendation 7.1
Due to the size of the Board, the Company does not have a separate Risk Committee. The Board is responsible for the oversight of the Company’s risk management and control framework.
When the Board meets as a risk committee is carries out those functions which are delegated to it in the Company’s Risk Committee Charter. Items that are usually required to be discussed by a Risk Committee are marked as separate agenda items at Board meetings when required.
The Board has adopted a Risk Committee Charter which describes the role, composition, functions and responsibilities of the Risk Committee and is disclosed on the Company’s website.
The Board has adopted a Risk Management Policy, which is disclosed on the Company’s website. Under the policy, responsibility and control of risk management is delegated to the appropriate level of management within the Company with the Chief Executive Officer having ultimate responsibility to the Board for the risk management and control framework.
The risk management system covers:
-
a) operational risk;
-
b) financial reporting;
-
c) compliance / regulations; and
-
d) system / IT process risk.
A risk management model is also being developed and will provide a framework for systematically understanding and identifying the types of business risks threatening the Company as a whole, or specific business activities within the Company.
Recommendation 7.2
The Board will review the Company’s risk management framework annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the Company faces and to ensure that the Company is operating within the risk appetite set by the Board.
Arrangements put in place by the Board to monitor risk management include, but are not limited to:
-
a) monthly reporting to the Board in respect of operations and the financial position of the Company; and
-
b) quarterly rolling forecasts prepared;
Recommendation 7.3
The Company does not have, and does not intend to establish, an internal audit function. To evaluate and continually improve the effectiveness of the Company’s risk management and internal control
68
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
CORPORATE GOVERNANCE
processes, the Board relies on ongoing reporting and discussion of the management of material business risks as outlined in the Company’s Risk Management Policy.
Recommendation 7.4
Given the speculative nature of the Company’s business, it is subject to general risks and certain specific risks as outlined in the Company’s Prospectus. .
The Company has identified those economic, environmental and/or social sustainability risks to which it has a material exposure, and disclosed how it intends to manage those risks..
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
Due to the size of the Board, the Company does not have a separate remuneration committee. The roles and responsibilities of a remuneration committee are currently undertaken by the Board.
The duties of the full board in its capacity as a remuneration committee are set out in the Company’s Remuneration and Nomination Committee Charter which is available on the Company’s website
When the Board meets as a remuneration committee is carries out those functions which are delegated to it in the Company’s Remuneration and Nomination Committee Charter. Items that are usually required to be discussed by a Remuneration Committee are marked as separate agenda items at Board meetings when required.
The Board has adopted a Remuneration and Nomination Committee Charter which describes the role, composition, functions and responsibilities of the Remuneration Committee and is disclosed on the Company’s website.
Recommendation 8.2
Details of the Company’s policies on remuneration will be set out in the Company’s ”Remuneration Report” in each Annual Report published by the Company. This disclosure will include a summary of the Company’s policies regarding the deferral of performance-based remuneration and the reduction, cancellation or clawback of the performance-based remuneration in the event of serious misconduct or a material misstatement in the Company’s financial statements.
Recommendation 8.3
The Company’s Security Trading Policy includes a statement on the Company’s policy on prohibiting participants in the Company’s Employee Incentive Plan entering into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the Employee Incentive Plan.
Security Trading Policy
In accordance with ASX Listing Rule 12.9, the Company has adopted a trading policy which sets out the following information:
-
a) closed periods in which directors, employees and contractors of the Company must not deal in the Company’s securities;
-
b) trading in the Company’s securities which is not subject to the Company’s trading policy; and
-
c) the procedures for obtaining written clearance for trading in exceptional circumstances.
The Company’s Security Trading Policy is available on the Company’s website.
69
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
ADDITIONAL SHAREHOLDER INFORMATION
SUBSTANTIAL SHAREHOLDERS
The names of the substantial shareholders listed in the Company register as at 22 September 2016 are as follows:
| **Shareholder ** | Shares | % |
|---|---|---|
| MarkGarethCreasy | 1,270,139,003 | 72.49 |
DISTRIBUTION OF SHAREHOLDERS
The distribution of members and their holdings of equity securities in the Company as at 22 September 2016 was as follows:
| Range of holding | Shareholders Number Of Ordinary Shares % |
|---|---|
| 1 – 1,000 | 26 14,208 0.00 |
| 1,001 –5,000 | 144 638,804 0.04 |
| 5,001 – 10,000 | 73 584,393 0.03 |
| 10,001 – 100,000 | 221 9,087,565 0.52 |
| 100,001 and over Totals |
258 1,741,892,965 99.41 |
| 722 1,752,217,935 100.00 |
The number of shareholders with less than a marketable parcel of fully paid shares based on a closing price of $0.01 is 383 holding in total 4,275,041 shares.
UNQUOTED SECURITIES
| Number of | Number of | Holders with | |
|---|---|---|---|
| Securities | Options | Holders | more than 20% |
| Options exercisable at $0.03, expiry28 Oct2017 | 8,750,000 | 4 | 3* |
| Options exercisable at $0.035, expiry 28 Oct 2018 | 8,750,000 | 4 | 3* |
Each of the directors, being Adam Sierakowski, Stephen Lowe and Robert Ramsay hold 2,500,000 options of each series, being greater than 20% of the total on issue for that class.
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.
70
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2015
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 22 September 2016 are as follows:
| Name | Number Of Ordinary Fully Paid Shares % Held Of Issued **Ordinary Capital ** |
Number Of Ordinary Fully Paid Shares % Held Of Issued **Ordinary Capital ** |
|---|---|---|
| Yandal Investments PtyLtd | 919,099,694 | 52.45% |
| Motwil PtyLtd | 310,844,653 | 17.74% |
| Mark Gareth Creasy | 40,194,656 | 2.29% |
| CiticorpNominees PtyLtd | 22,991,539 | 1.31% |
| Botsis Holdings PtyLtd | 21,505,356 | 1.23% |
| Milwal PtyLtd | 20,000,000 | 1.14% |
| Nefco Nomimees PtyLtd | 20,000,000 | 1.14% |
| Lecard PtyLtd | 16,550,000 | 0.94% |
| Ojai EnergyPtyLtd | 14,300,000 | 0.82% |
| Leowm ThangFong | 13,346,766 | 0.76% |
| Tee KeongMing | 11,981,906 | 0.68% |
| Lowe Stephen John + Suzanne Lee Lowe | 11,600,000 | 0.66% |
| Tan Yee Chin | 11,282,292 | 0.64% |
| Wah Nyok Choo | 10,000,000 | 0.57% |
| HSBC CustodyNominees Australia Ltd | 9,000,000 | 0.51% |
| ProsperityAsset Ventures PtyLtd | 7,000,000 | 0.40% |
| IML Holdings PtyLtd | 40,194,656 | 2.29% |
| Lam Yuen Suen Sherman | 22,991,539 | 1.31% |
| Fenwick Enterprises Ptyltd | 21,505,356 | 1.23% |
| Construction Technique Australia PtyLtd | 20,000,000 | 1.14% |
| Totals | 1,511,154,778 86.22% |
71
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
SCHEDULE OF MINERAL TENEMENTS
| Project | Location | Tenement Number |
Economic Entity's Interest |
|---|---|---|---|
| Yarraloola | West Pilbara, WA | E08/1060 | 85% |
| Yarraloola | West Pilbara, WA | E08/1684 | 85% |
| Yarraloola | West Pilbara, WA | E08/1685 | 85% |
| Yarraloola | West Pilbara, WA | E08/1686 | 85% |
| Yarraloola | West Pilbara, WA | E08/1824 | 85% |
| Yarraloola | West Pilbara, WA | E08/1825 | 85% |
| Yarraloola | West Pilbara, WA | E08/1826 | 85% |
| Yarraloola | West Pilbara, WA | E08/2408 | 100% |
| Yarraloola | West Pilbara, WA | P08/529 | 85% |
| Yarraloola | West Pilbara, WA | P08/666 | 100% |
| Yarraloola | West Pilbara, WA | P08/669 | 100% |
| Yarrie | EastPilbara,WA | E45/3725 | 70% |
| Yarrie | East Pilbara, WA | E45/3728 | 70% |
| Yarrie | EastPilbara,WA | E45/4065 | 70% |
| Yarrie | East Pilbara, WA | E45/4604 | 70% |
| Yarrie | East Pilbara, WA | E45/4605 | 70% |
| Yarrie | EastPilbara,WA | E45/4433 | 100% |
| Shepherds Well | West Pilbara, WA | E08/2361 | 70% |
| Buddadoo | Mid-west, WA | E59/1350 | 85% |
72
COZIRON RESOURCES LIMITED & CONTROLLED ENTITIES
ANNUAL REPORT 2016
SCHEDULE OF MINERAL TENEMENTS
DETAILS OF MINERAL RESOURCES AND ORE RESERVES
Results of Annual Review of Mineral Resource and Ore Reserve
The Yaraloola mineral resource was first estimated during the 2015 financial year (Tables 3 and 4) and has subsequently been updated from the drill results obtained in the 2016 financial year (Tables 1 and 2).
The Company does not have any ore reserves.
Governance Arrangements for Mineral Resource and Ore Reserves Estimates
Mineral Resources are estimated by independent external consultants in accordance with the JORC 2012 Code, using industry standard techniques and internal guidelines for the estimation and reporting of and Mineral Resources. All statements have been accompanied by the appropriate sections of Table 1 from the JORC (2102) guidelines. Mineral Resource Statements included in the Annual Report are reviewed by suitably qualified Competent Persons from the Company prior to its inclusion.
Yaraloola Mineral Resource
Table 1. Robe Mesa – Mineral Resource Estimate at February 2016 reported above a Fe cut-off grade of 50% .
| Category | Mt | Fe% | SiO2 % |
Al2O 3% |
TiO2 % |
LOI % |
P% | S% | Feca % |
|---|---|---|---|---|---|---|---|---|---|
| Inferred | 65.7 | 53.8 | 8.3 | 3.4 | 0.14 | 10.6 | 0.04 | 0.02 | 60.2 |
| Indicated | 18.8 | 53.8 | 8.2 | 3.4 | 0.14 | 10.7 | 0.05 | 0.02 | 60.3 |
| Total | 84.5 | 53.8 | 8.3 | 3.4 | 0.14 | 10.6 | 0.04 | 0.02 | 60.2 |
Table 2. Robe Mesa – Mineral Resource Estimate at February 2016 reported above a Fe cut-off grade of 55% .
| Category | Mt | Fe% | SiO2 % |
Al2O 3% |
TiO2 % |
LOI % |
P% | S% | Feca % |
|---|---|---|---|---|---|---|---|---|---|
| Inferred | 19.5 | 56.0 | 6.0 | 2.7 | 0.10 | 10.7 | 0.04 | 0.02 | 62.7 |
| Indicated | 5.2 | 56.0 | 5.8 | 2.8 | 0.10 | 10.7 | 0.05 | 0.02 | 62.7 |
| Total | 24.7 | 56.0 | 5.9 | 2.7 | 0.10 | 10.7 | 0.04 | 0.02 | 62.7 |
Reported according to the 2012 JORC Code on 8 February 2016 2015. Full details of the Robe Mesa resource calculations as per JORC Code (2012) are contained in the Company’s announcement dated 8 February 2016.
Table 3. Robe Mesa – Mineral Resource Estimate at January 2015 reported above a Fe cut-off grade of 50% .
| Category | Mt | Fe% | SiO2 % |
Al2O 3% |
TiO2 % |
LOI % |
P% | S% | Feca % |
|---|---|---|---|---|---|---|---|---|---|
| Inferred | 73 | 53.9 | 8.0 | 3.4 | 0.13 | 10.8 | 0.04 | 0.02 | 60.4 |
Table 4. Robe Mesa – Mineral Resource Estimate at January 2015 reported above a Fe cut-off grade of 55% .
| Category | Mt | Fe% | SiO2 % |
Al2O 3% |
TiO2 % |
LOI % |
P% | S% | Feca % |
|---|---|---|---|---|---|---|---|---|---|
| Inferred | 20 | 55.7 | 6.2 | 2.9 | 0.11 | 10.6 | 0.04 | 0.02 | 62.3 |
Reported according to the 2012 JORC Code on 3 February 2015. Full details of the Robe Mesa resource calculations as per JORC Code (2012) are contained in the Company’s announcement dated 3 February 2015.
73