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DART MINING NL — Annual Report 2011
Aug 25, 2011
64792_rns_2011-08-25_79d85507-74af-41ac-b9b8-dd95481d64a3.pdf
Annual Report
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ASX ANNOUNCMENT
26 August 2011
ASX Code: DTM
Investment Data
Shares on issue 119.4m Listed options 15.6m Unlisted options 5m
Shareholders
Top 20 Hold 38.8%
Key Projects / Metals
- Unicorn Porphyry Mo-Cu-Ag
- Morgan Porphyry Mo-Ag-Au
- Mountain View Lode Au
Mo – Molybdenum
Cu – Copper Au – Gold
Ag – Silver
Board & Management
Chairman
Mr Chris Bain
MD and CEO
Mr Lindsay Ward
Executive Directors
Mr Dean Turnbull Manager – Exploration
Non-Executive Directors
Mr Stephen Poke Mr Richard Udovenya
Contact Details
Dart Mining NL Level 2 395 Collins Street Melbourne VIC 3000 Australia
Mr Lindsay Ward
Phone: +61 (0)3 9621 1299
Email: [email protected]
Visit our webpage: www.dartmining.com.au
DART MINING LODGES ANNUAL FINANCIAL RESULTS TO 30 JUNE 2011
- 73% of total company expenditure spent on exploration
- Opening cash at bank 30 June 2010 \$1.186 million
- Closing cash at bank 30 June 2011 \$1.096 million
- \$2.026 million capital raised in the financial year
- Exploration expenditure \$1.534 million
Dart Mining NL lodged its audited accounts today for the financial year ending 30 June 2011, well ahead of the ASX deadline of 30 September 2011. "Dart Mining has had a very productive financial year spending approximately \$1.5 million on exploration including two diamond drilling programs at Unicorn," said Lindsay Ward, Managing Director of Dart Mining.
The Company ended the financial year with approximately \$1.1 million cash, having raised \$2.0 million through the financial year to support exploration.
Dart Mining continues to maintain a very lean corporate structure in line with its imperative to devote expenditure on exploration.
Dart Mining will be bringing its 2011 AGM forward by a month to October. Shareholders will be updated sooner on progress with the maiden JORC inferred resource for Unicorn and preliminary metallurgical testing currently being carried out. These will confirm likely recoveries of Molybdenum (Mo) + Copper (Cu) + Silver (Ag) from crushing and processing ore should the project move to mining.
About Molybdenum
Molybdenum is both a traditional and new age / future metal with unique characteristics. Its primary use is as an essential metal in the manufacture of steel where it adds strength, hardness and toughness as well as increasing steels resistance to corrosion. Molybdenum also has a range of chemical uses including acting as s a catalyst to remove impurities, including sulphur, during crude oil production. Molybdenum is also used in the paint and plastics industry.
Molybdenum has a growing use in the renewable energy sector where it is used in the manufacture of solar panels and has a potential use as the electrode plate for the separation of hydrogen and oxygen to produce hydrogen energy. Molybdenum is also used in nano technologies to make electrical goods smaller.
The world demand for Molybdenum is growing at approximately 5% per year. Molybdenum is traded on the LME and is currently priced at approximately \$US\$36,000 per tonne being approximately four times that of copper at approximately US\$8800 per tonne with silver at approximately US\$38 / oz.
About Dart Mining
Dart Mining NL, a Victoria-based exploration company, has discovered a new mineralised province hosting molybdenum - copper – silver (Mo-Cu-Ag) mineralised porphyry intrusives. The province occurs within the Lachlan Fold Belt near Corryong in north east Victoria. The Lachlan Fold Belt is a proven host of substantial porphyry hosted mines including North Parkes, Cadia and Ridgeway. Dart also has a number of other very prospective porphyry intrusives as well two gold projects including Mountain View where drilling identified high-grade gold along a 150 metre strike with results including 6m @ 7.8 g/t Au (including 2m @ 19.3 g/t Au) and 4m @ 8.72 g/t Au (including 1m @ 18.75 g/t Au)as well as the Fairleys disseminated gold prospect where drilling has confirmed the presence of a very large (up to 22 metres in width) disseminated sulphide related gold system.
DART MINING NL
ABN 84 119 904 880
Financial report for the year ended 30 June 2011
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TABLE OF CONTENTS
| Directors' report | |
|---|---|
| Auditors independence declaration expansion $\frac{1}{2}$ |
17 |
| Consolidated statement of comprehensive income | 18 |
| Consolidated statement of financial position | -19 |
| Statement of changes in equity ______ | 20 |
| Consolidated statement of cash flows ______ | 21 |
| Notes to the financial statements | 22 |
| Audit report | 46 |
| ASX Additional Information | 48 |
DIRECTORS' REPORT
Your directors submit herewith their report for the year ended 30 June 2011.
Directors
The names and details of the Company's directors in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Christopher J Bain Chairman Appointed 26 May 2006 And Interim Chief Executive Officer 1 June 2010 to 30 April 2011
Chris Bain is a geologist and mineral economist. He has over 30 years experience in resources having worked in underground mine geology in Mt Isa and Tasmania and exploration around Broken Hill. Since joining the finance sector he has been instrumental in mining project divestitures and acquisitions, evaluations and valuations, capital raisings including several initial public offerings and ASX listings. Chris is currently Chief Investment Officer of Phillip Resources Fund and a member of the Australasian Institute of Mining and Metallurgy and the Australian Institute of Company Directors.
Mr Bain is currently a member of the Audit and Risk Management Committee.
Other current directorships of listed companies None.
Former directorships of listed companies in last three years None.
Lindsay J Ward Managing Director and Chief Executive Officer Appointed 28 April 2011
Lindsay Ward is a an experienced senior executive having worked in a broad range of industries including ports, mining, mineral processing, rail haulage, electricity generation, transport and logistics at both General Manager and CEO level. Prior to joining Dart Mining, Lindsay was General Manager - Patrick Ports and Pacific National Bulk Rail, a business unit of Asciano Ltd. As an integral part of this role, Lindsay was also the CEO of the Port of Geelong. Before joining Patrick, Lindsay was General Manager Production - Yallourn Energy, a Victorian based integrated mine and power generator.
Lindsay started his career in the Mining Industry, spending 15 years working with various mining companies in WA, Queensland NSW and Victoria in roles ranging from Mining Engineer through to Mine Manager and has
experience in gold and base metals exploration as well as a detailed knowledge of the Victorian approvals process.
Mr Ward is currently a member of the Audit and Risk Management Committee.
Other current directorships of listed companies
None.
Former directorships of listed companies in last three years None.
Dean Turnbull is a geology graduate from the Bendigo College of Advanced Education and has a Postgraduate Honours degree in geology from the Key Centre For Ore Deposit and Exploration Studies (CODES) at the University of Tasmania. Dean is an exploration and mine geologist specialising in 3D geological and structural modelling, working on detailed geological models for many Victorian mining centres. Positions previously held have spanned the spectrum from leading grass roots green fields exploration to multi-rig Resource/Reserve drill outs and resource estimations on large scale underground mining projects. Dean was instrumental in the discovery and subsequent exploration of the Unicorn Porphyry Mo – Cu – Ag project and has built a knowledge base in porphyry systems. Dean is a member of Australian Institute of Geoscientists.
Mr Turnbull is currently a member of the Audit and Risk Management Committee.
Other current directorships of listed companies None.
Former directorships of listed companies in last three years None.
Dean G Turnbull Executive Director Appointed 26 May 2006
DIRECTORS' REPORT
Stephen G Poke Non-Executive Director Appointed 15 June 2006
Richard G Udovenya
Non-Executive Director
Appointed 15 June 2006
Stephen Poke has over 30 years of hands on, technical and management experience in the drilling services sector. Stephen has been involved in and managed some of Australia's largest drilling programs and has held executive positions with both local and multinational drilling companies. Stephen is currently Managing Director of E-Drill, a leading Australian exploration drilling company with drills operating along the Eastern Seaboard and within Tasmania.
Mr Poke is currently chairman of the Audit and Risk Management Committee.
Other current directorships of listed companies None.
Former directorships of listed companies in last three years None
Richard Udovenya is a member of the law firm ResourcesLaw International, the legal advisers to Dart Mining NL. He has over 25 years' legal experience in Australia and New Zealand and holds a Bachelor of Laws, a Bachelor of Commerce and a Graduate Diploma in Applied Finance and Investment (SIA). Richard is also a Fellow of the Financial Services Institute of Australia and a Member of both the Australasian Institute of Mining and Metallurgy and the Australian Institute of Company Directors. Richard's focus is in the corporate, corporate governance and commercial law areas. He is a director of, and legal advisor to, a number of Australian and international companies, and has advised, and continues to advise, on resource projects in Australia, Africa and South America.
Other current directorships of listed companies
None.
Former directorships of listed companies in last three years Uranex NL (ACN 115 111 763) 30 November 2007 to 27 August 2010
Bernhard R Hochwimmer Executive Director Appointed 26 May 2006 Resigned 30 May 2011
Bernhard Hochwimmer graduated from The University of New England, BSc, 1978, with multidisciplinary double majors in zoology, biochemistry and ecology, and from The University of Tasmania, 1980 with a geology double major. Bernhard has twenty five years' industrial experience as a geo-scientist with integrated multidisciplinary training and experience in Engineering Geology and Medical Geology. Bernhard has been involved in multiple discoveries including gold, as well as heavy minerals; rare earths; silica and diatomite reserves for Westralian Sands Ltd (now Iluka). He has published definitive works in both heavy mineral deposit genesis and medical geology. Bernhard is a member of Australian Institute of Geoscientists, and the International Medical Geology Society.
Other current directorships of listed companies None.
Former directorships of listed companies in last three years None.
Company Secretary
Andrew Draffin Appointed 1 June 2010
Andrew Draffin is a partner of the accounting firm Draffin Walker & Co. He holds a Bachelor of Commerce and is a member of the Institute of Chartered Accountants in Australia. Andrew is a director and Chief Financial Officer of both listed and private companies across a broad range of industries. His focus is on financial reporting, treasury management, management accounting and corporate services, areas where he has gained experience over 15 years. Andrew is also a long serving member of a Finance Committee for a not for profit industry association in Victoria.
DIRECTORS' REPORT
Shareholdings of directors and other key management personnel
The interests of each director and other key management personnel, directly and indirectly, in the shares and options of Dart Mining NL at the date of this report are as follows
| Director | Ordinary shares | Options over ordinary shares (listed) |
Options over ordinary shares(unlisted) |
|---|---|---|---|
| C J Bain | 1,628,332 | 75,000 | 1,000,000 |
| D G Turnbull | 4,700,000 | 22,500 | 1.000.000 |
| S G Poke | 3.856,666 | 42.033 | 1,000,000 |
| R G Udovenya | 378,500 | 19,250 | 1,000,000 |
Corporate information
Corporate structure
Dart Mining NL is a company limited by shares that is incorporated and domiciled in Australia. Dart Mining NL has prepared a consolidated financial report incorporating Dart Resources Pty Ltd, which it controlled during the financial vear and which is included in the financial statements.
Principal activities
The principal activity of the Company during the financial year was exploration for base metals and gold in North-east Victoria.
Employees
The Company employed 8 employees as at 30 June 2011 (2010: 4 employees).
Consolidated results
The loss for the consolidated entity after income tax was \$526,388 (2010: \$844,916).
Dividend
No dividends in respect of the current financial year have been paid, declared or recommended for payment.
Operating and financial review
Group overview
Dart Mining NL was established in May 2006 for the purpose of exploring for and developing base metals and gold properties in north-east Victoria and southern New South Wales.
Exploration overview
Please refer to the Exploration Report for details of exploration activities undertaken during the financial year.
Financial overview
Operating results for the year
The loss for the consolidated entity after income tax was \$526,388 (2010: \$844,916). This result is consistent with expectations of costs associated with the exploration programme and reflected:
- costs associated with managing the exploration program; and
- corporate overheads associated with statutory and regulatory requirements as a consequence of being listed on the Australian Securities Exchange.
Review of financial position
During the year, the Company continued its exploration programme in north-east Victoria. At the end of the financial year, a proportion of the funds raised during and in prior financial years were held by the Company as cash investments for use in future financial periods. The Company strives to maximise the return on these funds for exploration purposes by investing surplus funds and minimising expenditure on corporate overheads.
Cash flows
The cash flows of the Company consist primarily of payments to employees and suppliers for exploration activities on tenements held; and the maintenance of the corporate head office which manages existing projects as well as costs involved in investigating new exploration opportunities.
DIRECTORS' REPORT
Capital raising and capital structure
During the year under review, the Company raised \$1,828,180 (net of capital raising costs) through the issue of 31,169,232 ordinary shares (2010: \$2,561,792).
Summary of shares and options on issue
At 30 June 2011 the Company has 119,838,316 ordinary shares, 15,584,621 listed options and 5,000,000 unlisted options on issue. Details of the options are as follows:
| Issuing entity | Number of shares under option |
Class of shares | Exercise price | Expiry date |
|---|---|---|---|---|
| Dart Mining NL | 5,000,000 | Ordinary | 15 cents | 31 December 2013 |
| Dart Mining NL | 15.584.621 | Ordinary | 10 cents | 31 December 2011 |
There were no shares issued during or since the end of the financial year as a result of the exercise of options.
During the financial year, the following options were granted to directors of the Company:
| Director | Number of options granted |
Issuing entity | Number of ordinary shares under option |
|---|---|---|---|
| $C \upharpoonright$ Bain | 1.000.000 | Dart Mining NL | 1,000,000 |
| B R Hochwimmer (resigned 31 May 2011) | 1,000,000 | Dart Mining NL | 1,000,000 |
| D G Turnbull | 1,000,000 | Dart Mining NL | 1,000,000 |
| S G Poke | 1,000,000 | Dart Mining NL | 1,000,000 |
| R G Udovenya | 1,000,000 | Dart Mining NL | 1,000,000 |
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Company during the financial year.
Significant events after the balance date
There has been no matter or circumstance since 30 June 2011 which 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 subsequent financial years.
Future developments
The Board of Directors intends to continue with the exploration of the Company's tenements and project generation for base metals and gold targets in north-east Victoria as outlined in the prospectus dated 14 March 2007. Further details of the Company's prospects are included in the Exploration Report.
$\ddot{\phantom{a}}$
As the Company is listed on the Australian Securities Exchange, it is subject to the continuous disclosure requirements of the ASX Listing Rules which require immediate disclosure to the market of information that is likely to have a material effect on the price or value of Dart Mining NL's securities.
Environmental regulation
The economic entity holds participating interests in a number of exploration tenements. The various authorities granting such tenements require the tenement holder to comply with the terms of the grant of the tenement and all directions given to it under those terms of the tenement. There have been no known breaches of the tenement conditions, and no such breaches have been notified by any government agencies during the year ended 30 June 2011.
Directors' meetings
The Board of Directors established the Audit and Risk Management Committee on 9 May 2007. The charter for the Audit and Risk Management Committee was adopted on 12 July 2007. The members of the committee consist of Stephen Poke (Chairman), Chris Bain, and Dean Turnbull.
DIRECTORS' REPORT
The number of directors' meetings held during the year and the numbers of meetings attended by each director were as follows:
| Board of directors Entitled to |
Audit and Risk Management Committee Entitled to |
||||||
|---|---|---|---|---|---|---|---|
| Directors | Held | attend | Attended | Held | attend | Attended | |
| C J Bain | 10 | 10 | 10 | ||||
| B R Hochwimmer | 10 | 8 | 6 | ||||
| D G Turnbull | 10 | 10 | 10 | ||||
| S G Poke | 10 | 10 | 8 | ||||
| R G Udovenya | 10 | 10 | 10 | ||||
| L J Ward | 10 | 3 | 3 |
Non-audit services
The directors are satisfied that the provision of non-audit services, during the year by the auditor (or by another person or firm on the auditor's behalf) is compatible with the general standards of independence for auditors imposed by the Corporations Act 2001.
Auditor independence declaration
A copy of the auditor's independence declaration under s.307C of the Corporation Act 2001 in relation to the audit of the full year is included in this report.
DIRECTORS' REPORT
REMIINERATION REPORT - AUDITED
This remuneration report, which forms part of the directors' report, sets out information about the remuneration of the Group's directors and other key management personnel for the financial year ended 30 June 2011. The prescribed details for each person covered by this report are detailed below.
Details of directors and other key management personnel
Directors and other key management personnel of the Company during and since the end of the financial year are as follows:
Directors
C J Bain L J Ward (appointed 28 April 2011) B R Hochwimmer (resigned 30 May 2011) D G Turnbull S G Poke R G Udovenya
Remuneration philosophy
The Board of Directors of Dart Mining NL is responsible for determining and reviewing compensation arrangements for the directors, the chief executive officer and other key management personnel. The Board's remuneration policy is to ensure that the remuneration package properly reflects the person's duties and responsibilities, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. Such officers are given the opportunity to receive their base emolument in a variety of forms, including cash and fringe benefits such as motor vehicles. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost to the company.
To assist in achieving these objectives, the Board intends to link the nature and amount of directors' and other key management personnel's emoluments to the Company's financial and operational performance. It is the Board's policy that employment contracts are entered into with all senior executives. At the date of this report, executive remunerations are set at levels approved by the Board. The Board has granted these guaranteed levels of remuneration which are not dependent on performance in order to ensure the Group's ability to retain quality personnel during its infancy.
The Group's earnings and movements in shareholders' wealth since listing to 30 June 2011 is detailed in the following table: . . . . . . . . . . $\mathbb{R}^2$ $\sim$ $\sim$ $\frac{1}{2}$
| 30 June 2011 | 30 June 2010 | 30 June 2009 | 30 June 2008 | 30 June 2007 | |
|---|---|---|---|---|---|
| Revenue | \$42,893 | \$16,679 | \$106.379 | \$186,684 | \$76,998 |
| Net loss after tax | $(\$526.388)$ | (S844.916) | (S1, 146, 803) | (S755, 721) | (\$101,074) |
| Share price at start of year or period | 11c | 8c | 18c | 21c | 17c |
| Share price at end of year | 6c | 11c | 8с | 18c | 21c |
| Dividends | $\overline{\phantom{0}}$ | ۰. | |||
| Basic earnings per share | (0.51)c | (1.32)c | (2.62)c | (1.77)c | (1.28)c |
| Diluted earnings per share | (0.51)c | (1.32)c | (2.62)c | (1.77)c | (1.28)c |
Employment Agreements are entered into with Executive Directors and Specified Executives. Employment contract with one Executive Director is terminable by either party by giving three months' notice. Service Agreement with a Specified Executive is terminable by the Company by giving six months' notice or by the Executive by giving three months' notice.
Remuneration structure
In accordance with best practice corporate governance, the structure of non-executive and executive director remuneration is separate and distinct.
DIRECTORS' REPORT
Non-executive director remuneration
Objective
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. The latest determination was in the constitution adopted on 22 June 2006 which approved an aggregate remuneration of \$200,000 per year.
The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.
Each non-executive director receives a fee for being a director of the Company. Directors who are called upon to perform extra services beyond the director's ordinary duties may be paid additional fees for those services.
Non-executive directors have long been encouraged by the Board to hold shares in the Company. It is considered good governance for directors to have a stake in the company on whose board he or she sits.
The remuneration of non-executive directors for the financial year ended 30 June 2011 is detailed in this report.
Senior executive remuneration
Ohiective
The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the company and so as to:
- reward executives for company, business unit and individual performance against targets set by reference to appropriate benchmarks;
- align the interests of executives with those of shareholders;
- link reward with the strategic goals and performance of the Company; and
- ensure total remuneration is competitive by market standards.
Structure
In determining the level and make-up of executive remuneration, the Board obtained independent advice from external consultants on market levels of remuneration for comparable executive roles. It is the Board's policy that employment contracts are entered into with all senior executives.
Service contracts
Service contracts were entered into with Executive Directors and Specified Executives.
Bernhard R Hochwimmer
Mr Hochwimmer resigned on 30 May 2011. Prior to his resignation, the terms of his employment agreement included inter alia:
- A remuneration package of \$158,050 per annum, with annual reviews, together with reimbursement of all business related expenses including motor vehicle running and maintenance expenses:
- A restraint on Mr Hochwimmer undertaking additional part-time consulting or provision of other services which may conflict with the activities of Dart without the approval of the Chairman which may not be unreasonably withheld. This restraint continues for 12 months after cessation of engagement with the Company;
- An obligation on Mr Hochwimmer to maintain confidentiality in respect of proprietary information obtained during employment;
- The agreement was terminable by either party on 3 months' notice being given.
DIRECTORS' REPORT
Dean G Turnbull
The terms of an employment agreement with Mr Turnbull include inter alia:
- A remuneration package of \$158,050 per annum, with annual reviews, together with reimbursement of all business $\ddot{\phantom{a}}$ related expenses including motor vehicle running and maintenance expenses;
- A restraint on Mr Turnbull undertaking additional part-time consulting or provision of other services which may conflict with the activities of Dart without the approval of the Chairman which may not be unreasonably withheld. This restraint continues for 12 months after cessation of engagement with the Company;
- An obligation on Mr Turnbull to maintain confidentiality in respect of proprietary information obtained during employment:
- The agreement is terminable by either party on 3 months' notice being given.
Lindsay J Ward
The terms of an employment agreement with Mr Ward include inter alia:
- A remuneration package of \$218,000 per annum, with annual reviews, together with reimbursement of all business $\bullet$ related expenses including motor vehicle running and maintenance expenses;
- Subject to shareholders' approval, Mr Ward is entitled to either 6,000,000 non-transferable performance rights or 6.000.000 non-transferable options;
- A restraint on Mr Ward to be engaged in the carrying on of any business the same as or substantially similar to or in competition with Dart:
- An obligation on Mr Ward to maintain confidentiality in respect of proprietary information obtained during employment. This obligation continues after cessation of engagement with the Company;
- The agreement is terminable by the Company on 6 months' notice or by Mr Ward on 3 months' notice being given.
Andrew Draffin
The Company remunerates Draffin Walker Pty Ltd, a firm of Chartered Accountants of which Mr Draffin is a director, for secretarial and corporate compliance services. An amount of \$7,000 was due and payable at 30 June 2011. Fees are expected to be \$14,000 per annum subject to the number of corporate action undertaken by the Company.
DIRECTORS' REPORT
Remuneration of directors and other key management personnel
| Short term employee benefits |
Post employment benefits |
Share-based payments | Percentage of share-based payments |
|||
|---|---|---|---|---|---|---|
| Salaries | Performance | Total | ||||
| $&$ fees | Superannuation | Options | rights | |||
| 2011 | S | S | S | S | \$ | $\%$ |
| Directors | ||||||
| C J Bain | 70,642 | 6.358 | 6,290 | $\blacksquare$ | 83,290 | 7.55 |
| B R Hochwimmer (resigned) |
164.097 | 12.259 | 6,290 | $\blacksquare$ | 182,646 | 3.44 |
| D G Turnbull | 145,000 | 13,050 | 6.290 | ۰. | 164.340 | 3.83 |
| S G Poke | 32,110 | 2.890 | 6,290 | $\blacksquare$ | 41,290 | 15.23 |
| R G Udovenya | 35,000 | 6,290 | $\overline{\phantom{a}}$ | 41,290 | 15.23 | |
| L J Ward | 29,492 | 2.654 | 44,192 | $\blacksquare$ | 76,338 | 57.89 |
| 476.341 | 37.211 | 75.642 | ۰ | 589,194 |
1 Remuneration of L J Ward includes an estimated value of \$44,192 share-based payment not yet granted and subject to shareholders' approval.
| 2010 | ||||||
|---|---|---|---|---|---|---|
| Directors | ||||||
| C J Bain | 43.750 | (336) | 43,414 | (0.77) | ||
| B R Hochwimmer | 115,000 | 10,350 | ٠ | (1, 393) | 123,957 | (1.12) |
| D G Turnbull | 115,000 | 10,350 | ۰. | (1,393) | 123,957 | (1.12) |
| S G Poke | 28,096 | 2.529 | $\overline{\phantom{a}}$ | (237) | 30,388 | (0.78) |
| R G Udovenya | 21,875 | 8.750 | (237) | 30.388 | (0.78) | |
| Other key management personnel | ||||||
| J E Quayle (resigned) | 137.500 | 12.375 | (1.165) | 148.710 | (0.78) | |
| 461.221 | 44.354 | (4,761) | 500,814 |
Bonuses
No bonuses were granted during the financial year ended 30 June 2011 (2010: NIL).
Employee options
5,000,000 options were issued to directors during the year.
At the end of the financial year, the following share-based payment arrangements were in existence:
| Exercise | Fair value at | |||||
|---|---|---|---|---|---|---|
| Grantee | Number | Grant date | Expiry date | price | grant date | Vesting date |
| C J Bain | 1.000.000 | 26 Nov 2010 | 31 Dec 2013 | 15 cents | $0.629$ cents | 26 Nov 2010 |
| B R Hochwimmer | 1.000.000 | 26 Nov 2010 | 31 Dec 2013 | 15 cents | $0.629$ cents | 26 Nov 2010 |
| D G Turnbull | 1.000.000 | 26 Nov 2010 | 31 Dec 2013 | 15 cents | $0.629$ cents | 26 Nov 2010 |
| S G Poke | 1.000.000 | 26 Nov 2010 | 31 Dec 2013 | 15 cents | $0.629$ cents | 26 Nov 2010 |
| R G Udovenya | 1,000,000 | 26 Nov 2010 | 31 Dec 2013 | 15 cents | $0.629$ cents | 26 Nov 2010 |
These options are not quoted, not transferrable and may be exercised at any time after vesting date.
No options lapsed during the financial year.
The following table summarises the value of remuneration options granted, exercised or lapsed during the year:
| Value of options granted |
Value of options exercised |
Value of options lapsed at lapse date |
|
|---|---|---|---|
| C J Bain | 6,290 | ||
| B R Hochwimmer | 6,290 | $\blacksquare$ | |
| D G Turnbull | 6.290 | $\blacksquare$ | |
| S G Poke | 6,290 | $\blacksquare$ | |
| R G Udovenya | 6.290 | - | |
| J E Quayle (resigned) | 15,000 |
$\ddot{\phantom{a}}$
DIRECTORS' REPORT
Indemnification and insurance of directors and officers
The Company has entered into Deeds of Indemnity with the directors and the company secretary, indemnifying them against certain liabilities and costs to the extent permitted by law.
The Company has also agreed to pay a premium in respect of a contract insuring the directors and officers of the Company. Full details of the cover and premium are not disclosed as the insurance policy prohibits the disclosure.
This directors' report is signed in accordance with a resolution of directors made pursuant to s.298(2) of the Corporations Act 2001.
On behalf of the Directors
C Í Bain Director
Melbourne 25 August 2011
CALLard
L J Ward Managing Director
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Dart Mining NL (the Company) is committed to the principle of good practice in corporate governance. The Board believes that genuine commitment to good corporate governance is essential to the performance and sustainability of the Company's business and as such depends upon the corporate culture – values and behaviours – that underlie day-to-day activities.
The Board continually reviews its corporate governance practices and regularly monitors developments in good practice governance in Australia and overseas. Where international and Australian guidelines are not consistent, the good practice guidelines of the ASX Corporate Governance Council has been adopted as the minimum base for corporate governance practices.
Board of Directors
The Board has adopted a formal charter which allocates responsibilities between the Board and management which is available from the corporate governance section of the Company website at www.dartmining.com.au. The charter details the composition, responsibilities and code of conduct under which the Board operates. The Board has resolved unanimously that the Company will at all times aspire to "good practice" in Corporate Governance.
Unless otherwise indicated in this statement the practices specified in the charter have been followed throughout the reporting period and will remain in force until amended by resolution of the Board.
Role of the Board
The Board acknowledges its accountability to shareholders for creating shareholder value within a framework that protects the rights and interests of shareholders and ensures the Company is properly managed. The Board aims to achieve these objectives through the adoption and monitoring of strategies, plans, policies and performance as follows:
- Providing input into, and approval of, the Group's strategic direction; approval and monitoring of budgets and $\mathbf{a}$ business plans; and ensuring appropriate resources are available, including capital management and major capital expenditure:
- Approving the Group's systems of risk management, monitoring their effectiveness and maintaining a dialogue . with the Group's auditors;
- Considering, approving and monitoring internal and external financial and other reporting, including reporting $\mathbf{c}$ . to shareholders, the ASX and other stakeholders;
- Selection and evaluation of Directors, the Chief Executive Officer (CEO), and senior executives and planning d. for their succession:
- Setting the CEO and Director remuneration within shareholder approved limits and ensuring that the $\ddot{e}$ . remuneration and conditions of service of senior executives are appropriate;.
- Ensuring, and setting standards for, ethical behaviour and compliance with the Group's own governing $f$ . documents, including the Group's Code of Conduct and corporate governance standards.
Board Processes
The Board aims to perform its role and objectives through the adoption and monitoring of strategies, plans, policies and performance; the review of the CEO and senior management performance, conduct and reward; monitoring of the major risks of the Company's business; and by ensuring the Company has policies and procedures to satisfy its legal and ethical responsibilities.
The Board determines the strategic direction of the Company and sets policies accordingly. In addition to maintaining oversight of the Company's executive management and operations, the Board monitors substantive issues such as ethical standards and social and environmental responsibilities.
Composition of the Board
The names of the directors of the Company at the date of this statement are set out in the Directors' Report in this financial report. The composition of the Board is determined using the following principles:
- a maximum of twelve directors; $\bullet$
- a non-executive director as Chairman;
- a majority of non-executive directors; and
- a balance between independent and non-independent directors. $\bullet$
The Board is currently comprised of five directors: three non-executive directors and two executive directors. The Company's Constitution provides for a maximum of 12 directors. The Board periodically reviews its size as appropriate. The Chief Executive Officer, who is appointed by the Board, is invited to attend all Board meetings.
Directors are considered to be independent if they are not major shareholders, are independent of management, and are free from any business or other relationship that could materially interfere with their exercise of free and independent
CORPORATE GOVERNANCE STATEMENT
judgement. Messrs Bain, Poke and Udovenya are considered to fall within this category. Mr Bain temporarily ceased to fall within this category by virtue of his role as Interim Chief Executive Officer between 1 June 2010 and 30 April 2011.
Messrs Turnbull and Ward are considered to be non-independent directors as they provide management services to the Company.
The Board regards the present composition of directors and Board Committees as a good balance at this stage of the development of the Company with the appropriate mix of expertise and experience and ability to represent the interests of all shareholders.
Future director appointees will receive a formal letter of appointment setting out the responsibilities, rights and terms and conditions of their appointment. Directors participate in a comprehensive induction which covers the operations, financial position, strategic and risk management issues, as well as the operation of the Board and any sub-committees.
Meetings
The Board meets on a regular basis to retain full and effective control and monitor executive management. During the financial year to 30 June 2011, the full Board met 10 times. The Directors' attendance at meetings is detailed in the Directors' Report.
Members of the management team may attend meetings at the invitation of the Board.
Role of Chairman and Managing Director or Chief Executive Officer (CEO)
The Chairman is an independent director elected by the full Board, having no association with the Company, nor is he a substantial shareholder of the Company, and has not previously been an employee.
The Chairman is responsible for leading the Board, ensuring directors are properly briefed in all matters relevant to their role and responsibilities, facilitating Board discussions and managing the Board's relationship with the Company's senior executives.
The Managing Director and CEO is responsible for implementing Group strategies and policies. The Board Charter specifies that these are separate roles to be undertaken by separate people.
Term of office
The Board reviews its performance and composition on an annual basis and aims to have members with high levels of intellectual ability, experience, soundness of judgement and integrity to maximise its effectiveness and contribution. Directors serve a maximum three-year term before being required to be re-elected by members. Dart's constitution provides that at least one third (or the nearest whole number) of directors must retire at each Annual General Meeting, but are eligible for re-election at that meeting. There is no compulsory retiring age.
Independent professional advice
In performing their duties directors have the right to seek independent, professional advice at the Company's expense, in furtherance of their duties as directors, with the approval of the Chairman, which approval shall not be unreasonably withheld.
Board committees
The Company has a formally constituted Audit and Risk Management Committee reporting to the Board of Directors. This committee is chaired by a non-executive director and operates under a charter with authority to examine and report on any matters concerning risk management within the company including, but not limited to, operational, occupational health and safety, and financial matters. The charter is published on the Company's website.
The directors consider that the Company is not of a size nor are its affairs of such complexity as to justify the formation of other special or separate committees such as Remuneration or Nomination committees. The Board as a whole is able to address the governance aspects of the Company's activities and ensure that it adheres to appropriate ethical standards. However as appropriate and as required the Board will establish Board Committees to assist in the execution of its responsibilities. Any Committees formed will have written mandates and operating procedures that, together with membership, will be reviewed on a regular basis.
Code of business conduct
The Board has adopted a Code of Conduct (the Code) and a policy "Behaviour Standards - Standards of Business Conduct" setting out parameters for ethical behaviour and business practices which applies to all of the Company's directors, officers and employees. The Code is included in the Board Charter and is available for review on the Company website. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism and the practices necessary to maintain confidence in the Group's integrity.
CORPORATE GOVERNANCE STATEMENT
In summary, the Code requires that at all times all group personnel act with the utmost integrity, objectivity and in compliance with both the letter and the spirit of the law and Company policies.
Conflicts of interest
All directors of the Company must keep the Board advised, on an ongoing basis, of any private interest that could potentially conflict with the interests of the Company. Where the Board believes that a significant conflict exists, the director concerned does not receive relevant board papers and is not present at the meeting whilst the item is considered. The Board has developed procedures to assist Directors to disclose potential conflicts of interest.
All directors and executive officers of the Company are required to disclose to the Company any material transaction or commercial relationship or corporate opportunity that reasonably could be expected to give rise to such a conflict.
Insider trading
Trading in shares by any director or senior executive of the Company within the period between the close of each financial quarter and the release of quarterly, half yearly interim and full year results by the Company requires the express written approval of the Chairman before any trading is conducted or the entry into any share trading agreements.
Fair dealing and ethical standards
The Code requires all directors, officers and employees of the Company to behave honestly and ethically at all times with all people and other organisations.
The Code requires employees who are aware of unethical practices within the Group or breaches of the Company's trading policy to report these using the Company's whistleblower program. This can be done anonymously. The Company Secretary also has responsibility for the initial investigations of significant issues raised under the whistleblower program. These matters are reported to the Board.
The directors are satisfied that the Company has complied with its policies on ethical standards, including trading in securities.
Financial reporting
Reporting standards
The Company is committed to providing shareholders with clear, transparent, and high quality financial information in a timely manner. The Company's continuous disclosure policy underpins this approach.
The financial reports of the Company are produced in accordance with Australian International Financial Reporting Standards, other authoritative pronouncements of the Australian Accountings Standards Board and the Corporations Act. The financial statements and reports are subject to review every half year and the auditor issues an audit opinion accompanying the full year results for each financial year.
External auditors
The Company policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually, taking into consideration assessment of performance, existing value and tender costs. Deloitte Touche Tomatsu have been appointed as the external auditors.
An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in Note 20 to the financial statements. It is the policy of the external auditors to provide an annual declaration of their independence to the Board.
The external auditor is requested to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.
Management Certification
The Company requires that the Chief Executive Officer make the following certifications to the Board:
- that the Company's financial reports are complete and present a true and fair view, in all material respects, of the $\mathbf{1}$ financial condition and operational results of the Company and group and are in accordance with relevant accounting standards:
- that the above statement is founded on a sound system of risk management and internal compliance and control and $2^{\circ}$ which implements the policies adopted by the Board and that the Company's risk management and internal compliance and control is operating efficiently and effectively in all material respects.
CORPORATE GOVERNANCE STATEMENT
Risk assessment
The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Board has appointed an Audit and Risk Management Committee to advise it in these matters. In summary, the Company policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company's business objectives.
Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn lines of accountability and delegation of authority. Adherence to the Code of Conduct is required at all times and the Board actively promotes a culture of quality and integrity.
Detailed control procedures cover management accounting, purchases and payments, financial reporting, capital expenditure requests, project appraisal, environment, health and safety, IT security, compliance, and other risk management issues. There is a systematic review and monitoring of key business operational risks by management which reports on current and future risks and mitigation activities to the Board.
The Company recognises the importance of environmental and occupational health and safety (OH&S) issues and is committed to the highest levels of performance with the systematic identification of environmental and OH&S issues to ensure they are managed in a structured manner. This system allows the Company to:
- monitor its compliance with all relevant legislation; $\bullet$
- continually assess and improve the impact of its operations on the environment; $\bullet$
- encourage employees to actively participate in the management of environmental and OH&S issues; $\bullet$
- work with trade associations representing the entity's businesses to raise standards; $\bullet$
- use energy and other resources efficiently; and $\bullet$
- encourage the adoption of similar standards by the entity's principal suppliers, contractors and distributors. $\bullet$
Continuous disclosure and shareholder communication
The Company is a disclosing entity under the Corporations Act and is subject to the continuous disclosure requirements under the ASX Listing Rules. Communications with shareholders and other stakeholders are given a high priority. In addition to statutory disclosure documents such as Annual Reports and Quarterly production reports, the Board is committed to keeping all stakeholders informed of all material developments that affect the Company in a timely manner.
The Company has a formal policy and comprehensive procedures on continuous disclosure. Once the Board or management becomes aware of information concerning the Company that would be likely to have a material effect on the price or value of the Company's securities (and which does not fall within the exceptions to the disclosure requirements contained in the Listing Rules), that information is released to the ASX.
The Board has appointed the Company Secretary (or in his absence, the Chairman) as the person responsible for communication to ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public. All Company announcements, presentations or other briefings are posted on the Company's website after release to the Australian Securities Exchange.
The Board also endorses full and regular communication with and between Directors, the Chief Executive Officer, senior management, the external auditors and other professional advisers, shareholders and other significant stakeholders. The Board also ensures the Company Secretary maintains a good, open and frank relationship with the ASX and its designated company officers to ensure compliance and full disclosure.
All shareholders have the opportunity to elect to receive a copy of the Company's annual report at the same time as they receive by post a copy of the Notice of the Annual General Meeting.
Full use is made of annual general meetings to inform shareholders of current developments through appropriate presentations and to provide opportunities for questions.
CORPORATE GOVERNANCE STATEMENT
$\ddot{\phantom{0}}$
Compliance with ASX Corporate Governance Council Good Practice Recommendations
The Company complies with all of the ASX Corporate Governance Principles and Recommendations with the following exceptions:
- (i) The Company does not have a Nomination Committee (Recommendation 2.4): the Board as a whole meets to consider any additional appointments;
- (ii) A member of the Audit Committee is an executive director (Recommendation 4.2): the Board considers that the composition of the Audit Committee is appropriate to properly and effectively discharge its functions;
- (iii) The roles of chair and chief executive officer (CEO) were temporarily being exercised by the same person (Recommendation 2.3). The Chairman also had the role of interim CEO between 1 June 2010 and 30 April 2011.
Deloitte.
Deloitte Touche Tohmatsu ABN 74 490 121 060
550 Bourke Street Melbourne VIC 3000 GPO Box 78 Melbourne VIC 3001 Australia
$DX: 111$ Tel: +61 (0) 3 9671 7000 Fax: +61 (0) 3 9671 7001 www.deloitte.com.au
The Board of Directors Dart Mining NL Level 2 395 Collins Street Melbourne VIC 3000
25 August 2011
Dear Board Members
Dart Mining NL
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Dart Mining NL.
As lead audit partner for the audit of the financial statements of Dart Mining NL for the financial year ended 30 June 2011, I declare that to the best of my knowledge and belief, there have been no contraventions of:
- (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
- (ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
Detoille Touche Tohmatsu DELOITTE TOUCHE TOHMATSU
$au$ a
Craig Bryan Partner Chartered Accountants
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/au/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011
| Consolidated | |||
|---|---|---|---|
| Note | 2011 | 2010 | |
| \$ | $\mathbf S$ | ||
| Revenue | 2a | 42,893 | 16,679 |
| Exploration costs written-off | 1 k | (1, 170) | (3, 810) |
| Employment related costs | (307, 246) | (526, 920) | |
| Depreciation and amortisation expense | 2 b | (4, 869) | (8,143) |
| Office expenses | (19, 794) | (18, 444) | |
| Administration expenses | (213,506) | (213, 632) | |
| Travel expenses | (20, 686) | (42, 326) | |
| Other expenses | (2,010) | (48, 320) | |
| Loss before income tax expense | (526, 388) | (844,916) | |
| Income tax expense | 3 | ||
| Loss for the year | (526, 388) | (844, 916) | |
| Other comprehensive income | |||
| Total comprehensive income | (526, 388) | (844,916) | |
| Total comprehensive income attributable to | |||
| Members of Dart Mining NL | (526, 388) | (844,916) | |
| Non-controlling interests | |||
| Total comprehensive income | (526, 388) | (844,916) | |
| Earnings per share | |||
| Basic (cents per share) | 4 | (0.51) | (1.32) |
| Diluted (cents per share) | 4 | (0.51) | (1.32) |
The accompanying notes form part of these financial statements
Ļ,
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011
| Consolidated | |||
|---|---|---|---|
| Note | 2011 | 2010 | |
| \$ | S | ||
| Current assets | |||
| Cash and cash equivalents | 14(b) | 1,096,081 | 1,186,319 |
| Trade and other receivables | 5 | 45,529 | 60,715 |
| Prepayments | 6 | 17,485 | 14,683 |
| Total current assets | 1,159,095 | 1,261,717 | |
| Non-current assets | |||
| Other receivables | 48,000 | 40,000 | |
| Property, plant and equipment | 7 | 74,973 | 110,423 |
| Deferred exploration and evaluation costs | 8 | 5,898,385 | 4,350,629 |
| Total non-current assets | 6,021,358 | 4,501,052 | |
| Total assets | 7,180,453 | 5,762,769 | |
| Current liabilities | |||
| Payables | 9 | 402,296 | 367,091 |
| Provisions | 10 | 33,312 | 28,267 |
| Total current liabilities | 435,608 | 395,358 | |
| Total liabilities | 435,608 | 395,358 | |
| Net assets | 6,744,845 | 5,367,411 | |
| Equity | |||
| Company interest | |||
| Issued capital | 11 | 9,812,795 | 7,984,615 |
| Reserves | 12 | 75,642 | 231,310 |
| Accumulated losses | (3,143,592) | (2,848,514) | |
| Total equity | 6,744,845 | 5,367,411 | |
The accompanying notes form part of these financial statements
STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011
| Ordinary share capital |
Share-based payment reserve |
Accumulated losses |
Total | |
|---|---|---|---|---|
| Consolidated | S | S | \$ | S |
| Balance at 1 July 2009 | 5,422,823 | 245,417 | (2,003,598) | 3,664,642 |
| Loss for the year/ Total comprehensive income for the year |
(844,916) | (844, 916) | ||
| Options and performance rights issued | 12,174 | 12,174 | ||
| Options and performance rights forfeited | (26, 281) | (26, 281) | ||
| Shares issued during the year | 2,764,278 | 2,764,278 | ||
| Capital raising costs | (202, 486) | (202, 486) | ||
| Balance at 30 June 2010 | 7,984,615 | 231,310 | (2,848,514) | 5,367,411 |
| Balance at 1 July 2010 | 7,984,615 | 231,310 | (2,848,514) | 5,367,411 |
| Loss for the year/ Total comprehensive income for the year |
(526, 388) | (526, 388) | ||
| Options and performance rights issued | 75,642 | 75,642 | ||
| Shares issued during the year | 2,026,359 | 2,026,359 | ||
| Capital raising costs | (198, 179) | (198, 179) | ||
| Share-based costs reclassified to accumulated costs |
(231,310) | 231,310 | ||
| Balance at 30 June 2011 | 9,812,795 | 75,642 | (3, 143, 592) | 6,744,845 |
The accompanying notes form part of these financial statements
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2011
| Note | 2011 \$ |
Consolidated 2010 \$ |
|
|---|---|---|---|
| Cash flows from operating activities | |||
| Interest received | 36,078 | 16,813 | |
| Payments to suppliers and employees | (409, 739) | (812,740) | |
| Net cash flows used in operating activities | 14(a) | (373, 661) | (795, 927) |
| Cash flows from investing activities | |||
| Payments for exploration costs | (1,507,171) | (947, 228) | |
| Purchase of plant and equipment | (19, 745) | (32,750) | |
| Cash amounts used as security deposits | (8,000) | (40,000) | |
| Net cash flows used in investing activities | (1, 534, 916) | (1,019,978) | |
| Cash flows from financing activities | |||
| Proceeds from issue of ordinary shares | 2,026,359 | 2,764,278 | |
| Payment of share issue costs | (208, 020) | (192, 645) | |
| Net cash flows from financing activities | 1,818,339 | 2,571,633 | |
| Net increase/(decrease) in cash held | (90, 238) | 755,728 | |
| Cash at the beginning of the financial year | 1,186,319 | 430,591 | |
| Cash at the end of the financial year | 14(b) | 1,096,081 | 1,186,319 |
The accompanying notes form part of these financial statements
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011
Note Contents
- $\overline{1}$ . Summary of significant accounting policies
- $\overline{2}$ . Revenue and expenses
- $\overline{3}$ . Income tax
- $\overline{4}$ . Earnings per share
-
- Receivables
-
- Prepayments
- $\overline{7}$ . Plant and equipment
-
- Deferred exploration and evaluation costs
-
- Payables
- $10.$ Provisions
- $11.$ Issued capital
-
- Reserves
- $13.$ Franking credits
- $14.$ Cash flow reconciliation
-
- Expenditure commitments
-
- Subsequent events
-
- Employee benefits and superannuation commitments
-
- Share-based payments
-
- Key management personnel remuneration
-
- Auditors' remuneration
- $21.$ Related party transactions
-
- Financial instruments
-
- Segment information
-
- Contingent liabilities and contingent assets
-
- Parent entity information
-
- Subsidiaries
NOTES TO THE FINANCIAL STATEMENTS
Summary of significant accounting policies $\mathbf{1}$
Statement of compliance
These financial statements are general-purpose financial statements which have been prepared in accordance with the Corporations Act 2001. Accounting Standards and Interpretations, and comply with other requirements of the law.
The financial statements comprise of the consolidated financial statements of the Group.
Accounting Standards include Australian equivalents to International Financial Reporting Standards ('A-IFRS'). Compliance with A-IFRS ensures that the financial statements and notes of the Group comply with International Financial Reporting Standards ('IFRS').
The financial statements were authorised for issue by the directors on 25
August 2011.
The financial statements have been prepared on the basis of historical cost, except for the revaluation of certain noncurrent assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars.
The following significant policies have been adopted in the preparation and presentation of the financial statements:
(a) Adoption of new and revised Accounting Standards
The following new and revised Standards and Interpretations have been adopted in the current year and have affected the presentation and disclosure of these financial statements.
The amendments (part of AASB 2010-4 'Further Amendments to Australian Amendments to AASB 7 Accounting Standards arising from the Annual Improvements Project') clarify 'Financial Instruments: the required level of disclosures about credit risk and collateral held and Disclosure' (adopted in advance provide relief from disclosures previously required regarding renegotiated of effective date of 1 January $2011)$ loans. The amendments (part of AASB 2010-4 'Further Amendments to Australian Amendments to AASB 101 'Presentation of Financial Accounting Standards arising from the Annual Improvements Project') clarify Statements' (adopted in advance that an entity may choose to present the required analysis of items of other of effective date of 1 January comprehensive income either in the statement of changes in equity or in the $2011)$ notes to the financial statements. The amendments (part of AASB 2009-5 'Further Amendments to Australian Amendments to AASB 107 Accounting Standards arising from the Annual Improvements Project') specify 'Statement of Cash Flows' that only expenditures that result in a recognised asset in the statement of financial position can be classified as investing activities in the statement of cash flows. Consequently, cash flows in respect of development costs that do not meet the criteria in AASB 138 'Intangible Assets' for capitalisation as part of an internally generated intangible asset (and, therefore, are recognised in
There are no new and revised Standards and Interpretations adopted in these financial statements affecting the reporting results or financial position.
activities in the statement of cash flows.
The following new and revised Standards and Interpretations have also been adopted in these financial statements. Their adoption has not had any significant impact on the amounts reported in these financial statements but may affect the accounting for future transactions or arrangements.
- $\bullet$ AASB 2009-5 'Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project'
- AASB 2009-8 'Amendments to Australian Accounting Standards - Group Cash-Settled Sharebased Payment Transactions'
Except for the amendments to AASB 107 described earlier this section, the application of AASB 2009-5 has not had any material effect on amounts reported in the financial statements.
profit or loss as incurred) have been reclassified from investing to operating
The application of AASB 2009-8 makes amendments to AASB 2 'Share-based Payment' to clarify the scope of AASB 2, as well as the accounting for group cash-settled share-based payment transactions in the separate (or individual) financial statements of an entity receiving the goods or services when another group entity or shareholder has the obligation to settle the award.
$\sim$
NOTES TO THE FINANCIAL STATEMENTS
1 Summary of significant accounting policies (continued)
| $\bullet$ | AASB 2009-10 'Amendments to Australian Accounting Standards - Classification of Rights Issues' |
The application of AASB 2009-10 makes amendments to AASB 132 'Financial Instruments: Presentation' to address the classification of certain rights issues denominated in a foreign currency as either an equity instrument or as a financial liability. To date, the Group has not entered into any arrangements that would fall within the scope of the amendments. |
|---|---|---|
| $\bullet$ | AASB 2010-3 'Amendments to Australian Accounting Standards arising from the Annual Improvements Project' |
The application of AASB 2010-3 makes amendments to AASB 3(2008) 'Business Combinations' to clarify that the measurement choice regarding non- controlling interests at the date of acquisition is only available in respect of non-controlling interests that are present ownership interests and that entitle their holders to a proportionate share of the entity's net assets in the event of liquidation. All other types of non-controlling interests are measured at their acquisition-date fair value, unless another measurement basis is required by other Standards. |
| In addition, the application of AASB 2010-3 makes amendments to AASB 3(2008) to give more guidance regarding the accounting for share-based payment awards held by the acquiree's employees. Specifically, the amendments specify that share-based payment transactions of the acquiree that are not replaced should be measured in accordance with AASB 2 'Share-based Payment' at the acquisition date ('market-based measure'). |
||
| $\bullet$ | AASB 2010-4 'Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project' |
Except for the amendments to AASB 7 and AASB 101 described earlier this section, the application of AASB 2010-4 has not had any material effect on amounts reported in the financial statements. |
At the date of authorisation of the financial statements, the Standards and Interpretations listed below were in issue but not yet effective.
| vel effective. | |||
|---|---|---|---|
| Standard/Interpretation | Effective for annual reporting periods beginning on or after |
Expected to be initially applied in the financial year ending |
|
| ٠ | AASB 124 'Related Party Disclosures' (revised December 2009), AASB 2009-12 'Amendments to Australian Accounting Standards' |
1 January 2011 | 30 June 2012 |
| ٠ | AASB 9 'Financial Instruments', AASB 2009-11 'Amendments to Australian Accounting Standards arising from AASB 9' and AASB 2010- 7 'Amendments to Australian Accounting Standards arising from AASB 9 (December 2010)' |
1 January 2013 | 30 June 2014 |
| $\bullet$ | AASB 1053 'Application of Tiers of Australian Accounting Standards' and AASB 2010-2 'Amendments to Australian Accounting Standards arising from Reduced Disclosure Requirements' |
1 July 2013 | 30 June 2014 |
| $\bullet$ | AASB 2009-14 'Amendments to Australian Interpretation - Prepayments of a Minimum Funding Requirement' |
1 January 2011 | 30 June 2012 |
| $\bullet$ | AASB 2010-4 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project' |
1 January 2011 | 30 June 2012 |
| $\bullet$ | AASB 2010-5 'Amendments to Australian Accounting Standards' | 1 January 2011 | 30 June 2012 |
| ٠ | AASB 2010-6 'Amendments to Australian Accounting Standards - Disclosures on Transfers of Financial Assets' |
1 July 2011 | 30 June 2012 |
| $\bullet$ | AASB 2010-8 'Amendments to Australian Accounting Standards - Deferred Tax: Recovery of Underlying Assets' |
1 January 2012 | 30 June 2013 |
| $\bullet$ | AASB 2011-1 'Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence Project' |
1 July 2011 | 30 June 2012 |
| ٠ | AASB 2011-4 'Amendments to Australian Accounting Standards to remove individual key management personnel disclosure requirements |
1 July 2013 | 30 June 2014 |
NOTES TO THE FINANCIAL STATEMENTS
1 Summary of significant accounting policies (continued)
At the date of authorisation of the financial statements, the following IASB Standards and IFRIC Interpretations were also in issue but not yet effective, although Australian equivalent Standards and Interpretations have not yet been issued.
| Standard/Interpretation | Effective for annual reporting periods beginning on or after |
Expected to be initially applied in the financial year ending |
|---|---|---|
| IFRS 10 'Consolidated Financial Statements | $1$ January 2013 | 30 June 2014 |
| IFRS 11 'Joint Arrangements' $\bullet$ . |
1 January 2013 | 30 June 2014 |
| IFRS 12 'Disclosure of Interests in Other Entities' $\bullet$ |
1 January 2013 | 30 June 2014 |
| IFRS 13 'Fair Value Measurement' $\bullet$ |
1 January 2013 | 30 June 2014 |
| IAS 19 'Employee Benefits (2011) $\bullet$ . |
1 January 2013 | 30 June 2014 |
| IAS 28 'Investments in Associates and Joint Ventures (2011) $\bullet$ . |
1 January 2013 | 30 June 2014 |
| Presentation of Items of Other Comprehensive Income (Amendments to $\bullet$ IAS 1). |
1 July 2012 | 30 June 2013 |
The directors anticipate that the adoption of these Standards and Interpretations will have no material financial impact on the financial statements of the Group.
These Standards and Interpretations will be first applied in the financial report of the Group that relates to the annual reporting period beginning after the effective date of each pronouncement.
(b) Critical accounting judgements and sources of estimations
In applying the Group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities. These estimates and assumptions are made based on past experience and other factors that are considered relevant. Actual results may differ from these estimates. All estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects both current and future periods.
The following describes critical judgements that management has made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:
Impairment of deferred exploration costs
The Group's accounting policy for exploration expenditure results in some items being capitalised for an area of interest where it is considered likely to be recoverable in the future or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. Management is required to make certain estimates and assumptions as to future events and circumstances, which may change as new information becomes available. If a judgement is made that recovery of a capitalised expenditure is unlikely, the relevant amount will be written off to the income statement.
(c) Principles of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries) (referred to as 'the Group' in these financial statements). Control is achieved where the Company has the ability to control the financial and operating policies of an entity so as to obtain benefits from its activities.
The result of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation. In the separate financial statements of the Company, intra-group transactions ('common control transactions') are generally accounted for by reference to the existing (consolidated) book value of the items. Where the transaction value of common control transactions differ from their consolidated book value, the difference is recognised as a contribution by or distribution to equity participants by the transacting entities.
NOTES TO THE FINANCIAL STATEMENTS
1 Summary of significant accounting policies (continued)
(d) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market investments readily converted to cash, net of outstanding bank overdrafts.
(e) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Interest Income
Interest revenue is recognised when it is probable that the economic benefits will flow to the Group and the amount can be measured reliably. The amount is accrued on a time basis taking into account the effective interest rate applicable and the principal outstanding.
(f) Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grant will be received.
Government grants that are conditional on costs already incurred or receivable for the purpose of giving financial support to the Group with no future related costs are recognised as revenue in the period they become receivable.
Government grants conditional on the completion of projects relating to identifiable area of interest are recognised as a reduction in the accumulated costs of the area in the statement of financial position.
$(g)$ Income tax
Current tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
Deferred tax
Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
NOTES TO THE FINANCIAL STATEMENTS
1 Summary of significant accounting policies (continued)
(h) Goodwill
Goodwill acquired in a business combination was initially measured at its cost, being the excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. Goodwill is subsequently measured at its cost less any impairment losses.
(i) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST except:
- where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
- receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(j) Receivables
All debtors are recognised and carried at original invoice amount less a provision for any uncollectible debts. Collectability of debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful debts is raised where some doubt as to full collection exists.
(k) Exploration and evaluation assets
In accordance with AASB 6 Exploration For and Evaluation of Mineral Resources, exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against operating results in the year in which the decision to abandon the area is made.
When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structures, waste removal and rehabilitation of the site in accordance with the clauses of the mining permits. Such costs are determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted for on a prospective basis. In determining the costs of site restoration there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs are determined on the basis that restoration will be completed within one year of abandoning a site.
NOTES TO THE FINANCIAL STATEMENTS
1 Summary of significant accounting policies (continued)
(l) Impairment of assets
At each reporting date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exits, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the assets belongs.
Goodwill, intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) 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 (cashgenerating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately.
(m) Property, plant and equipment
i) Acquisition
Items of property, plant and equipment are initially recorded at cost and depreciated as outlined below.
ii) Depreciation of property, plant and equipment
Property, plant and equipment are depreciated on a straight line basis at rates based upon the expected useful lives of these assets. The useful lives of these assets are detailed in Note 7 to the financial statements.
iii) Disposal
The gain or loss arising on disposal or retirement of property, plant or equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit and loss.
$(n)$ Leases
Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.
Operating Leases
The minimum lease payments of operating leases, where the lesser effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight line basis. Contingent rentals are recognised as an expense in the financial year in which they are incurred.
Finance Leases
Leases which effectively transfer substantially the entire risks and benefits incidental to ownership of the leased item to the group are capitalised at the present value of the minimum lease payments and disclosed as property, plant and equipment under lease. A lease liability of equal value is also recognised. The consolidated entity has no finance leases as at 30 June 2011.
(o) Financial assets
Investments are recognised and derecognised on trade date where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value.
NOTES TO THE FINANCIAL STATEMENTS
1 Summary of significant accounting policies (continued)
(p) Payables
Liabilities are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the consolidated entity. Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.
(q) Issued capital
Issued and paid up capital is recognised at the fair value of the consideration received by the Company.
Transaction costs on the issue of equity instruments
Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instrument to which the costs relate. Transaction costs are costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.
Interest and dividends
Interest and dividends are classified as expenses or as a distribution of profit consistent with the balance sheet classification of the related debt or equity instruments or component parts of compound instruments.
(r) Employee benefits
Provision is made for employee benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably.
Provisions made in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.
Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to reporting date.
(s) Share-based payments
The Group measures the cost of equity-settled transactions with employees and consultants by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model, using the assumptions detailed in Note 18.
- $a)$ The fair value determined at the grant date of the equity settled share based payment is expensed on a straight-line basis over the vesting period, based on the directors' estimate of shares that will eventually vest.
- Equity-settled share based payment transactions with other parties are measured at the fair value of the goods and $b)$ services received, except where the fair value cannot be estimated reliably, in which they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
$\sim$
NOTES TO THE FINANCIAL STATEMENTS
1 Summary of significant accounting policies (continued)
(t) Going concern basis
The Group is involved in the exploration and evaluation of mineral tenements and as such expects to be cash absorbing until these tenements demonstrate that they contain economically recoverable reserves.
As at 30 June 2011, the Group had a surplus of current assets over current liabilities of \$723,487 including cash reserves of \$1,096,081.
The balance of these cash reserves broadly approximates the Group's planned expenditure budget including exploration activities for the 12 months to 31 August 2012 which is based on the minimum spend required in order to maintain the Group's existing tenements.
For the year ended 30 June 2011, the Group reported net cash outflows from operations and investing activities of \$373,661 and \$1,534,916 respectively. These cash outflows were offset by net cash inflows from financing activities of $$1,818,339$ resulting in total cash outflows for the year of $$90,238$ .
Notwithstanding the above, the financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
The ability of the Group to continue as a going concern for the twelve months from the date of this report is dependent on its ability to control its overhead costs and exploration expenditures. The Group also has the ability potentially to generate additional funds from activities including:
- the potential farm-out of participating interests in the group's permits;
- $\ddot{\phantom{0}}$ future equity or debt fund raisings; and
- successful development of existing tenements. $\overline{\phantom{a}}$
Having carefully assessed the likelihood of securing additional funding or entering into farm-out arrangements including the funds raised subsequent to the balance date and the Group's ability to effectively manage their expenditures and cash flows from operations, the directors believe that the Group will continue to operate as a going concern for the foreseeable future and therefore it is appropriate to prepare the financial statements on a going concern basis.
2 Revenue and expenses
| Consolidated | |||
|---|---|---|---|
| 2011 | 2010 | ||
| \$ | S | ||
| (a) | Revenue | ||
| Continuing operations | |||
| Interest – other persons/corporations | 42,893 | 16,679 | |
| Other income | $\overline{\phantom{a}}$ | ||
| af 4 | Total revenue | 42,893 | 16.679 |
| (b) | Loss before income tax | ||
| Loss before income tax has been arrived at after charging the following expenses: | |||
| Depreciation | 4,869 | 8,143 | |
| Share based payments | 75,642 | (14,107) | |
| Defined contribution plans | 56,702 | 56,685 |
NOTES TO THE FINANCIAL STATEMENTS
$\overline{\mathbf{3}}$ Income tax
| Consolidated | |||
|---|---|---|---|
| 2011 | 2010 | ||
| \$ | S | ||
| Income tax recognised in profit and loss | |||
| The prima facie income tax expense on pre tax accounting loss reconciles to the income tax expense | |||
| (benefit) in the financial statements as follows | |||
| Loss from continuing operations | 526,388 | 844,916 | |
| Income tax expense (benefit) calculated at 30% | (157,916) | (253, 475) | |
| Effect of non-deductible expenses | 29,486 | 973 | |
| Effect of deductible temporary differences | (9,079) | ||
| Effect of unused tax losses and tax offsets not recognised as deferred tax assets |
137,509 | 252,502 | |
| Income tax expense | |||
| Tax losses not brought to account | |||
| Tax losses brought forward | 1,628,543 | 1,160,279 | |
| Current year tax losses | 137,509 | 316,262 | |
| Recognition of tax losses - prior years | (734, 197) | 152,002 | |
| Tax losses carried forward | 1,031,855 | 1,628,543 | |
| 4 | Earnings per share | ||
| Consolidated | |||
| 2011 | 2010 | ||
| S | S | ||
| The following reflects the income and share data used in calculating basic and diluted earnings per share: | |||
| Net loss for the year | (526, 388) | (844,916) | |
| Basic earnings per share | (0.51) | (1.32) | |
| Diluted earnings per share | (0.51) | (1.32) | |
| Weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share |
102,972,646 | 63,913,153 | |
Diluted earnings per share is calculated after classifying all options on issue remaining unconverted at 30 June 2011 as potential ordinary shares. At 30 June 2011, the Company had on issue 15,384,621 options over unissued capital and had incurred a net loss. Options are not considered dilutive and have not been included in the calculations of diluted earnings per share.
$\overline{5}$ Receivables
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| S | -S | |
| Accrued interest – other persons/corporations | 8,159 | 1,344 |
| Security deposits | 4,736 | 4,137 |
| GST receivable (net) | 32,634 | 54,635 |
| Other receivables | 599 | |
| 45,529 | 60,715 |
No receivable amounts were past due or impaired at 30 June 2011 (2010: NIL)
NOTES TO THE FINANCIAL STATEMENTS
6 Prepayments
| . . | 7,485 | 14,683 |
|---|---|---|
| Insurance | _____ | ------- |
| ,485 $\overline{ }$ ________ |
14.683 1980 - 1990 - 1990 - 1990 - 1990 - 1990 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 1991 - 199 |
7 Plant and equipment
$\overline{\phantom{a}}$
$\overline{\mathbf{8}}$
| Consolidated | ||||
|---|---|---|---|---|
| Plant & equipment |
Computer equipment & software |
Motor vehicles |
Total | |
| \$ | \$ | S | S | |
| Gross carrying amount | ||||
| Balance at 1 July 2009 | 63,978 | 80,497 | 91,681 | 236,156 |
| Additions | 23,621 | 9,129 | 32,750 | |
| Balance at 30 June 2010 | 87,599 | 80,497 | 100,810 | 268,906 |
| Additions | 9,500 | 24,970 | 34,470 | |
| Balance at 30 June 2011 | 97,099 | 105,467 | 100,810 | 303,376 |
| Accumulated depreciation | ||||
| Balance at 1 July 2009 | (23,559) | (38,035) | (25,966) | (87,560) |
| Depreciation expense | (2,309) | (5,834) | (8, 143) | |
| Depreciation expense capitalised | (24,073) | (15, 431) | (23, 276) | (62,780) |
| Balance at 30 June 2010 | (49, 941) | (59,300) | (49,242) | (158, 483) |
| Depreciation expense | (1,768) | (3,101) | (4, 869) | |
| Depreciation expense capitalised | (23, 630) | (16,218) | (25,203) | (65, 051) |
| Balance at 30 June 2011 | (75, 339) | (78, 619) | (74, 445) | (228, 403) |
| Net book value | ||||
| As at 30 June 2010 | 37,658 | 21,197 | 51,568 | 110,423 |
| As at 30 June 2011 | 21,760 | 26,848 | 26,365 | 74,973 |
| The following useful lives are used in the calculation of depreciation: | ||||
| Plant and equipment | $3 - 6$ years | |||
| Computer equipment & software | $3 - 4$ years | |||
| Motor vehicles | $4-5$ years | |||
| Consolidated | ||||
| 2011 | 2010 | |||
| \$ | S | |||
| Deferred exploration and evaluation costs | ||||
| Balance at beginning of financial year | 4,350,629 | 3,143,518 | ||
| Current year expenditure capitalised | 1,548,926 | 1,210,921 | ||
| Exploration costs written-off | (1, 170) | (3, 810) | ||
| Balance at end of financial year | 5,898,385 | 4,350,629 |
Ultimate recovery of deferred exploration and evaluation costs is dependent upon success in exploration and evaluation or sale or farm-out of the exploration interests.
NOTES TO THE FINANCIAL STATEMENTS
9 Payables – current
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| \$ | S | |
| Trade and other payables | 235,082 | 300,275 |
| Accrued expenses | 152,214 | 46,316 |
| Accrued audit fees | 15,000 | 20,500 |
| 402,296 | 367,091 |
Terms and conditions relating to the above financial instruments:
Trade creditors are non-interest bearing and are usually settled on 30 day terms. $(i)$
Other creditors are non-interest bearing and have an average term of 30 days. $(i)$
| $\sim$ | $\tilde{\phantom{a}}$ | Consolidated | |
|---|---|---|---|
| 2011 | 2010 | ||
| S | S | ||
| $10-10$ | Provisions | ||
| Employee benefits | 33,312 | 28,267 | |
| 33,312 _________ |
28,267 _________ |
11 Issued capital
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| -S | S | |
| (a) Issued and paid up capital | ||
| Fully paid ordinary shares | 9.812,795 | 7,984,615 |
Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a par value.
| 2011 | 2010 | ||||
|---|---|---|---|---|---|
| (b) | Movement | Number | S | Number | |
| Fully paid ordinary shares | |||||
| Balance at beginning of the financial year | 88,669,084 | 7.984,615 | 48,160,000 | 5,422,823 | |
| Shares issued during the year | 31,169,232 | 2,026,359 | 40,509,084 | 2,764,278 | |
| $-$ Less transaction costs arising from issue of shares |
(198, 179) | (202, 486) | |||
| Balance at end of financial year | 119,838,316 | 9,812,795 | 88,669,084 | 7,984,615 |
NOTES TO THE FINANCIAL STATEMENTS
11 Issued capital (continued)
(c) Terms and condition of contributed equity
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.
The issued capital of the Company quoted on the ASX comprises 119,838,316 (2010: 88,669,084) ordinary shares.
Partly-paid shares (9c payable)
For every two ordinary shares issued pre-IPO, shareholders also received one partly-paid share credited as paid to 1 cent, with an unpaid amount of 9 cents per partly-paid share. Partly-paid shares issued by the Company were not quoted on the ASX. A call on the partly paid shares during the previous financial year resulted in the issue of 1,813,332 ordinary shares. The remaining 7,061,668 partly paid shares were subsequently forfeited and sold by auction. The Company had no unlisted partly-paid shares on issue at 30 June 2011(2010: NIL).
(d) Share options
Options over ordinary shares
At the end of the financial year, there were 20,584,621 (2010: 2,800,000) unissued ordinary shares in respect of which the following options were outstanding:
| Expiry date | Number | Securities | Escrow period | Exercise price |
|---|---|---|---|---|
| 31 December 2013 | 5,000,000 | Unlisted options | $\sim$ | 15 cents |
| 31 December 2011 | 15.584.621 | Listed options | $\sim$ | 10 cents |
20,584,621 options were issued during the financial year, of which 15,584,621 were issued as part of a Rights Issue (2010: NIL). No options were exercised during the financial year (2010: 69,084).
(e) Performance rights
During the previous financial year 302,400 performance rights lapsed and 693,600 were forfeited. There were no performance rights on issue at 30 June 2011 (2010: NIL).
12 Reserves
| Consolidated | ||
|---|---|---|
| Option reserve | 2011 | 2010 |
| Balance at beginning of financial year | 231,310 | 245,417 |
| Reclassified to accumulated loss | (231,310) | |
| $5,000,000$ options granted at a fair value of 0.629 cents per option to directors on 26 November 2010 |
31.450 | |
| 6,000,000 performance rights or options subject to shareholders' approval | 44,192 | |
| 504,000 performance rights granted to employees and directors at a fair value of 12.2 cents on 28 June 2008 |
6,160 | |
| 492,000 performance rights granted to employees and directors at a fair value of 6.03 cents on 21 November 2008 |
6,014 | |
| 693,600 performance rights forfeited | (26, 281) | |
| Balance at end of financial year | 75.642 | 231.310 |
The reserve arises on the grant of share options to third parties and executives as equity-based payments.
13 Franking credits
There are no franking credits available for the subsequent financial year.
NOTES TO THE FINANCIAL STATEMENTS
14 Cash flow reconciliation
| Consolidated | |||
|---|---|---|---|
| 2011 | 2010 | ||
| \$ | \$ | ||
| (a) | Reconciliation of loss from ordinary activities after tax to net cash flows from operations |
||
| Loss from ordinary activities after tax Non cash flows in operating result |
(526, 388) | (844, 916) | |
| Depreciation of property, plant and equipment | 4.869 | 8,143 | |
| Exploration cost written off | 1,170 | 3,810 | |
| Share-based payments | 75,642 | 12,174 | |
| Performance rights forfeited | (26, 281) | ||
| Changes in assets and liabilities | |||
| (Increase)/Decrease in receivables | 15,186 | (42, 840) | |
| Decrease in prepayments | (2,801) | 4,211 | |
| Increase/(Decrease) in payables | 53,616 | 72,421 | |
| Increase/(Decrease) in provisions | 5,045 | 17,351 | |
| Net cash used in operating activities | (373, 661) | (795, 927) | |
| (b) | Reconciliation of cash | ||
| Cash balance comprises: | |||
| Cash on hand and at call | 596,081 | 1,186,319 | |
| Term deposits | 500,000 | ||
| 1,096,081 | 1,186,319 | ||
(c) Financing facility
The Group has no available finance facilities at balance date.
(d) Non-cash financing and investing activities
There were no non-cash financing or investing activities during the financial year.
Expenditure commitments 15
The Company has no expenditure commitments at the end of the financial year, except under exploration tenement licences where the Company has the following expenditure obligations. These obligations are not provided for in the financial statements.
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| Exploration expenditure | S | |
| Not longer than 1 year | 635,000 | 590,000 |
| Between 1 and 5 years | 875,000 | 1,300,000 |
| Longer than 5 years | $\overline{\phantom{a}}$ | |
| 1,510,000 | 1,890,000 |
The Company is in the process of consolidating its exploration leases involving amalgamation and relinquishment of some licences. When completed, expenditure commitments will be reduced to approximately \$180,000.
Operating leases
The Company has no operating lease commitments at the end of the financial year.
NOTES TO THE FINANCIAL STATEMENTS
16 Subsequent events
Under the terms of the Share Purchase Plan announced on 4 August 2011, the Company has received applications for the issue of new shares totalling \$336,700. In addition, applications to subscribe to the Company's shares are in progress and expected to raise approximately \$500,000.
No other matters or circumstances have arisen since the end of the financial year that have significantly affected or may have a significant effect on the financial operations of the Group, the financial performance of those operations or the financial position of the Group in the subsequent financial year.
17 Employee benefits and superannuation commitments
The consolidated entity contributes in accordance with the Government Superannuation Guarantee legislation.
18 Share-based payments
The aggregate share-based payments for the financial year are set out below:
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| \$ | S | |
| Details of share-based payments | ||
| Fair value of options granted to chairman and acting chief executive officer | 6.290 | |
| Fair value of options granted to directors | 25,160 | |
| Fair value of performance rights or options to be granted to director $\frac{1}{1}$ | 44.192 | |
| Fair value of performance rights granted to employees | 6,160 | |
| Fair value of performance rights granted to directors | 6.014 | |
| Fair value of performance rights forfeited | (26, 281) | |
| Expense arising from share-based payments | 75.642 | (14.107) |
1 Remuneration of L J Ward includes an estimated value of \$44,192 share-based payment not yet granted and subject to shareholders' approval. Terms and conditions relating to the vesting and grant of performance rights or options are subject to agreement between the Company and Mr Ward.
Executive options
Share-based payment options held at the end of the reporting year were as follows:
| Grantee | Number | Grant date | Vesting date | Expiry date | Exercise price |
Fair value at grant date |
|---|---|---|---|---|---|---|
| C J Bain | 1.000.000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15c | 0.629c |
| D G Turnbull | 1,000,000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15c | 0.629c |
| B R Hochwimmer | 1.000.000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15c | 0.629c |
| S G Poke | 1.000.000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15c | 0.629c |
| R G Udovenya | ,000.000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15 c | 0.629c |
No executive options were exercised during the financial year.
NOTES TO THE FINANCIAL STATEMENTS
18 Share-based payments (continued)
The following table shows options over unissued shares held by the former Chief Executive Officer (resigned 31 May $2010$ ) of the Company at 30 June 2010. $\mathbf{r}$ and $\mathbf{r}$
| ган value at |
||||||
|---|---|---|---|---|---|---|
| Grantee | Number | Grant date | Vesting date | Expiry date | Exercise price |
grant date |
| J E Quayle J E Quayle |
500,000 500.000 |
3 Jan 2007 3 Jan 2007 |
6 Dec 2007 6 Dec 2008 |
31 Dec 2010 31 Dec 2010 |
20c 20c |
7.9c 7.9 c |
Expiry date 31 December 2010 or 3 months after ceasing employment whichever comes first. As J E Quayle resigned on 31 May 2010, these options lapsed on 31 August 2010.
Third party options
Options held at 30 June 2010 were as follows
| Grantee | Number | Grant date | Vesting date | Expiry date | Exercise price |
Fair value at grant date |
|---|---|---|---|---|---|---|
| Investor Resources Finance Pty Ltd |
400,000 | 18 Oct 2006 | 18 Oct 2006 | 31 Dec 2010 | 20c | 7.9c |
| LAH Securities Pty Ltd 2 |
400,000 | 18 Oct 2006 | 18 Oct 2006 | 31 Dec 2010 | 20c | 7.9c |
| Intersuisse Corporate Ltd |
1.000.000 | 18 Oct 2006 | 18 Oct 2006 | 31 Dec 2010 | 20c | 7.9c |
1 Investor Resources Finance Pty Ltd is a company in which Mr C. Bain, a director of Dart Mining NL, has an interest
2 LAH Securities Pty Ltd is a company in which Mr R. Udovenya, a director of Dart Mining NL, has an interest
The total fair value of the share options granted during the financial year was \$31,450. Options were priced using a Black-Scholes model. Where relevant, the expected life used in the model has been adjusted based on management's best estimate for the effects of non-transferability, exercise restrictions. Expected volatility is based on the historical share price volatility.
Inputs into the model
| Share price at grant date | 7.5c |
|---|---|
| Exercise price | 15c |
| Expected volatility | 35% |
| Option life | 3.1 years |
| Dividend yield | $\blacksquare$ |
| Risk-free interest rate | 5.2% |
Weighted average remaining contractual Life
The share options outstanding at the end of the financial year had a weighted average contractual life of 362 days $(2010:183 \text{ days}).$
Movements in share-based payments options
| 2011 | 2010 | |||
|---|---|---|---|---|
| Weighted | Weighted | |||
| average | average | |||
| Number | exercise price | Number | exercise price | |
| Balance at beginning of year | 2,800,000 | 20c | 2,800,000 | 20c |
| Granted during the year | 5,000,000 | 15c | ||
| Expired during the year | (2,800,000) | 20c | - | |
| Balance at end of year | 5,000,000 | 2,800,000 | ||
| Exercisable at end of year | 5,000,000 | 2,800,000 |
NOTES TO THE FINANCIAL STATEMENTS
18 Share-based payments (continued)
Performance rights
There were no performance rights on issue at 30 June 2011.
Movements in performance rights
| 2011 | 2010 | |||
|---|---|---|---|---|
| Weighted | Weighted | |||
| average | average | |||
| Number | exercise price | Number | exercise price | |
| Balance at beginning of year | - | 996,000 | ||
| Performance rights lapsed | $\qquad \qquad$ | $\overline{\phantom{0}}$ | (302, 400) | |
| Performance rights forfeited | $\overline{\phantom{a}}$ | - | (693,600) | |
| Balance at end of year | - |
19 Key management personnel compensation
(a) Compensation of key management personnel
The aggregate compensation made to key management personnel of the company and the Group is set out below:
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| Short-term employee benefits | 476,341 | 461,221 |
| Post-employment benefits | 37.211 | 44,354 |
| Share-based payment | 75.642 | (4,761) |
| 589,194 | 500,814 |
(b) Remuneration options: granted and vested during the year
5,000,000 remuneration options were granted and vested during the year.
(c) Shares issued on exercise of remuneration options
No shares were issued on the exercise of remuneration options during the year.
(d) Remuneration performance rights: granted and vested during the year
No remuneration performance rights were granted during the year. 302,400 remuneration performance rights vested and lapsed during the previous year.
20 Auditors' remuneration
| Consolidated | ||
|---|---|---|
| 2011 | 2010 | |
| Amounts received or due and receivable by | ||
| Deloitte Touche Tohmatsu for: | ||
| Audit or review of the financial statements of the Group | 33.400 | 34,600 |
| 33.400 | 34,600 |
Related party transactions 21
(a) The key management personnel of the Group during the financial year were:
Directors
Christopher John Bain Lindsay James Ward (Appointed 28 April 2011) Bernhard Rupert Hochwimmer (Resigned 30 May 2011) Dean George Turnbull Stephen Gary Poke Richard Glenn Udovenya
NOTES TO THE FINANCIAL STATEMENTS
21 Related party transactions (continued)
Other key management personnel
None
Information on remuneration and retirement benefits of directors is disclosed in Note 19.
(b) Key management personnel share holdings
| Opening balance 1 July |
Shares acquired through Rights |
Converted to fully paid |
Net change other 1 |
Closing balance 30 June |
|
|---|---|---|---|---|---|
| Fully paid ordinary shares in Dart Mining NL | Issue | ordinary shares | |||
| 2011 | No. | No. | No. | No. | No. |
| Directors | |||||
| C J Bain | 1,478,332 | 150,000 | 1,628,332 | ||
| B R Hochwimmer | 4,625,000 | 62,500 | (4,687,500) | ||
| D G Turnbull | 4,655,000 | 45,000 | 4,700,000 | ||
| S G Poke | 3,772,500 | 84,166 | 3,856,666 | ||
| R G Udovenya | 340,000 | 38,500 | 378,500 | ||
| Total | 14,870,832 | 380,166 | (4,687,500) | 10,563,498 | |
| 2010 | |||||
| Directors | |||||
| C J Bain | 1,100,000 | 178,332 | 200,000 | 1,478,332 | |
| B R Hochwimmer | 4,600,000 | 25,000 | 4,625,000 | ||
| D G Turnbull | 4,600,000 | 55,000 | 4,655,000 | ||
| S G Poke | 3,772,500 | 3,772,500 | |||
| R G Udovenya | 240,000 | 100,000 | 340,000 | ||
| Other key management personnel | |||||
| J E Quayle | 210,000 | (210,000) | |||
| Total | 14,522,500 | 358,332 | (10,000) | 14,870,832 |
$1$ Net change during the year and the previous financial year represent :
shares held by J E Quayle excluded at 30 June 2010 as Mr Quayle resigned on 31 May 2010; $a)$
net of shares disposed by Investor Resources Finance Pty Ltd, a company in which C J Bain has an interest and shares $b)$ acquired by C J Bain from Investor Resources Finance Pty Ltd;
shares held by B R Hochwimmer excluded at 30 June 2011 as Mr Hochwimmer resigned on 31 May 2011. $\mathbf{c}$
| Partly paid shares (9c payable) in Dart Mining NL | Opening balance 1 July |
Converted to fully paid ordinary shares |
Forfeited | Closing balance 30 June |
|---|---|---|---|---|
| 2011 | ||||
| Directors | ||||
| C J Bain | ||||
| B R Hochwimmer | ||||
| D G Turnbull | ||||
| S G Poke | ||||
| R G Udovenya | ||||
| Total | ||||
| 2010 | ||||
| C J Bain | 503,332 | (178, 332) | (325,000) | |
| B R Hochwimmer | 2,250,000 | (25,000) | (2,225,000) | |
| D G Turnbull | 2,250,000 | (55,000) | (2,195,000) | |
| S G Poke | 1,750,000 | (1,750,000) | ||
| R G Udovenya | 100,000 | (100,000) | ||
| Total | 6,853,332 | (358, 332) | (6,495,000) |
NOTES TO THE FINANCIAL STATEMENTS
Related party disclosures (continued) $21$
Key management personnel performance rights holdings $(c)$
| Opening balance 1 |
Granted as remunera- |
Rights | Rights | Closing balance |
Vested and exercisable |
|
|---|---|---|---|---|---|---|
| July | tion | lapsed | forfeited | 30 June | at 30 June | |
| 2011 | ||||||
| Directors | ||||||
| C J Bain | ||||||
| B R Hochwimmer | ||||||
| D G Turnbull | ||||||
| S G Poke | ||||||
| R G Udovenya | ||||||
| Other key management personnel | ||||||
| J E Quayle | ||||||
| $\qquad \qquad \blacksquare$ | $\blacksquare$ | $\qquad \qquad \blacksquare$ | $\overline{a}$ | |||
| 2010 | ||||||
| Directors | ||||||
| C J Bain | 60,000 | (12,000) | (48,000) | |||
| B R Hochwimmer | 174,000 | (69, 600) | (104, 400) | |||
| D G Turnbull | 174,000 | (69, 600) | (104, 400) | |||
| S G Poke | 42,000 | (8,400) | (33,600) | |||
| R G Udovenya | 42,000 | (8,400) | (33,600) | |||
| Other key management personnel | ||||||
| J E Quayle | 180,000 | - | (72,000) | (108,000) | ||
| 672,000 | (240,000) | (432,000) | $\overline{\phantom{0}}$ | |||
| Key management personnel options holdings (d) |
||||||
| Options | Options | Options | ||||
| Opening | granted as | acquired | exercised | Closing | Vested and | |
| balance | remunera- | through | lapsed or | balance | exercisable | |
| 1 July | tion | Rights Issue | excluded | 30 June | at 30 June | |
| 2011 | ||||||
| Directors | ||||||
| $C$ J Bain (i) | 400,000 | 1,000,000 | 75,000 | (400,000) | 1,075,000 | 1,075,000 |
| B R Hochwimmer | 1,000,000 | 31,250 | (1,031,250) | |||
| D G Turnbull | 1,000,000 | 22,500 | 1,022,500 | 1,022,500 | ||
| S G Poke | 1,000,000 | 42,033 | 1,042,033 1,019,250 |
1,042,033 1,019,250 |
||
| R G Udovenya (ii) | 400,000 | 1,000,000 | 19,250 | (400,000) | ||
| Other key management personnel J E Quayle |
1,000,000 | (1,000,000) | ||||
| 1.800,000 | 5,000,000 | 190,033 | (2, 831, 250) | 4,158,783 | 4,158,783 | |
| 2010 | ||||||
| Directors | ||||||
| C J Bain (i) | 878,333 | (478, 333) | 400,000 | 400,000 | ||
| B R Hochwimmer | 2,250,000 | (2,250,000) | ||||
| D G Turnbull | 2,250,000 | (2,250,000) | ||||
| S G Poke | 1,876,250 | (1,876,250) | ||||
| R G Udovenya (ii) | 500,000 | ä, | (100,000) | 400,000 | 400,000 | |
| Other key management personnel | ||||||
| J E Quayle | 1,075,000 | (75,000) | 1,000,000 | 1,000,000 |
(i) Includes 400,000 options held by Investor Resources Finance Pty Ltd, a company in which C J Bain has an interest. (ii) Includes 400,000 options held by LAH Securities Pty Ltd, a company in which R G Udovenya has an interest.
$\overline{\phantom{0}}$
8,829,583
All equity transactions with directors and other key management personnel other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm's length.
$\Box$
$(7,029,583)$
1.800,000
1.800,000
NOTES TO THE FINANCIAL STATEMENTS
$21$ Related party disclosures (continued)
$(e)$ Other related party transactions during the year:
Drilling services at normal commercial rates totalling \$286.650 (2010: \$489.989) were provided by Edrill Pty Ltd. of which S G Poke is a part owner. There was no outstanding amount at 30 June 2011 (2010: SNIL).
Legal services at normal commercial rates totalling \$42,434 (2010: \$44,630) were provided by ResourcesLaw International, of which R G Udovenva is a partner. There was no outstanding amount at 30 June 2011 (2010: \$NIL). Directors fee payable to R G Udovenya totalling \$35,000 (2010: \$13,125) was also paid to ResourcesLaw International.
A fee at normal commercial rates of \$NIL (2010: \$20,600) was paid to Blackwatch International Pty Ltd. of which R G Udovenya is a shareholder. There was no outstanding amount at 30 June 2011 (2010: \$NIL).
There were no payments made to Phillip Capital Pty Ltd during the year ended 30 June 2011 (2010: \$172,747). C J Bain is Chief Investment Officer of Phillip Resources Fund which is a related entity to Phillip Capital Pty Ltd. There was no outstanding amount at 30 June 2011 (2010: \$NIL).
$(f)$ Other transactions and balances with key management personnel:
There were no related party transactions other than those described in Note 21(e).
$22$ Financial instruments
Market risk $(a)$
The Group's exposure to market risk primarily consist of financial risks associated with changes in interest rates as detailed in note $22(f)$ . As the level of risk is low, the Group does not use any derivatives to hedge its exposure. Market risks are managed through cash flow forecasts and sensitivity analysis on a regular basis.
$(b)$ Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of equity. The Group's capital structure consist of equity comprising issued capital, reserves and accumulated losses. Operating cash flows are used to maintain and monitor the Group's operating, investing and financing activities.
Categories of financial instruments
| Consolidated | |||
|---|---|---|---|
| 2011 | 2010 | ||
| S | S | ||
| Financial assets | |||
| Loans and receivables | 78.380 | 60,763 | |
| Cash and cash equivalents | 1,096,081 | 1,186,319 | |
| Financial liabilities | |||
| Trade payables | 402,296 | 367,091 |
$(c)$ Credit risk exposure
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Group's exposure to credit risks are continously monitored and controlled by counterparty limits that are reviewed and approved by the management on a regular basis.
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The credit risk on liquid funds and derivative financial instruments is limited as the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represent the Group's maximum exposure to credit risk.
NOTES TO THE FINANCIAL STATEMENTS
$22$ Financial instruments (continued)
$(d)$ Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk management framework for the management of the Group's short, medium and long term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and matching profiles of financial assets and liabilities.
Liquidity and interest risk table
The following table details the Group's remaining contractual maturity for its financial assets.
| Weighted average effective interest |
Less than 1 | 3 months to | |||
|---|---|---|---|---|---|
| Consolidated | rate | month | 1-3 months | 1 year | 1-5 years |
| $\%$ | S | S | S | S | |
| 2011 | |||||
| Non-interest bearing | 25.644 | 4,736 | |||
| Variable interest rate instruments | 3.60 | 596.081 | |||
| Fixed interest rate instruments | 5.90 | 500,000 | 48,000 | ||
| 2010 | |||||
| Non-interest bearing | 16.627 | 4,136 | |||
| Variable interest rate instruments | 2.16 | 1.186.319 | |||
| Fixed interest rate instruments | 5.37 | 20,000 | 20,000 |
The following table details the Group's remaining contractual maturity for its financial liabilities.
| Weighted average effective interest |
Less than 1 | 3 months to | |||
|---|---|---|---|---|---|
| Consolidated | rate | month | 1-3 months | 1 year | 1-5 years |
| $\%$ | S | S | |||
| 2011 | |||||
| Non-interest bearing | 402,296 | ||||
| Variable interest rate instruments | |||||
| Fixed interest rate instruments | |||||
| 2010 | |||||
| Non-interest bearing | 367,091 | $-0.5$ | |||
| Variable interest rate instruments | |||||
| Fixed interest rate instruments |
$\mathbf{r}$
$(e)$ Fair values
The irectors consider that the carrying amounts of financial assets and financial liabilities recorded at cost less any accumulated impairments in the financial statements approximates their fair values.
The fair values of financial assets and financial liabilities are determined as follows:
- Holdings in unlisted shares are measured at cost less any impairments. The directors consider that no other measure could be used reliably;
- Other financial assets and financial liabilities are determined in accordance with generally accepted pricing models.
NOTES TO THE FINANCIAL STATEMENTS
22 Financial instruments (continued)
$(f)$ Interest rate risk management
The Group is exposed to interest rate risks as it holds funds at both fixed and variable interest rates. This risk is managed through the use of cash flow forecasts supplemented by sensitivity analysis
The Group currently holds no amounts of borrowed funds.
Interest rate sensitivity analysis
A sensitivity analysis have been determined based on the exposure to interest rates at reporting date with the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the possible change in interest rates.
At reporting date, if interest rates had been 50 basis points higher or lower and all other variables were held constant, the Group's net loss would decrease by \$3,894 or increase by \$3,894. (2010 increase by \$1,431 or decrease by \$1,431). This is mainly due to the Group's exposure to variable interest rates on cash and cash equivalents.
23 Segment information
The Group's activities consist of base metal and gold exploration in one geographic region of North-east Victoria. There are no other significant classes of business, either singularly or in aggregate. Internal monthly management reports are provided to the Group's directors that consolidate operations in one segment. Therefore the Group's activities are classed as one business segment and as a result operating result and financial information are not separately disclosed in this note.
$24$ Contingent liabilities and contingent assets
No contingent liabilities or contingent assets existed at the reporting date except under tenement licences in Victoria where the Group is required to rehabilitate each licence area to its original state subsequent to any exploration works.
25 Parent entity information
Financial position $(a)$
$(b)$
| 2011 | 2010 | |
|---|---|---|
| S | \$ | |
| Assets | ||
| Current assets | 1,159,725 | 1,262,062 |
| Non-current assets | 6,021,358 | 4,501,052 |
| Total assets | 7,181,083 | 5,763,114 |
| Liabilities | ||
| Current liabilities | 435,608 | 395,358 |
| Non-current liabilities | ||
| Total liabilities | 435,608 | 395,358 |
| Net assets | 6,745,475 | 5,367,756 |
| Equity | ||
| Issued capital | 9,812,795 | 7,984,615 |
| Accumulated losses | (3,142,962) | (2,848,169) |
| Reserves | 75,642 | 231,310 |
| Total Equity | 6,745,475 | 5,367,756 |
| Financial performance | ||
| 2011 | 2010 | |
| S | S | |
| Profit (loss) for the year | (526, 103) | (858, 435) |
| Other comprehensive income | ||
| Total comprehensive income | (526, 103) | (858, 435) |
NOTES TO THE FINANCIAL STATEMENTS
$25$ Parent entity information (continued)
| Expenditure commitments | ||
|---|---|---|
| 2011 | 2010 | |
| Exploration expenditure | S | |
| Not longer than 1 year | 635,000 | 590,000 |
| Between 1 and 5 years | 875,000 | 1,300,000 |
| Longer than 5 years | $\blacksquare$ | |
| 1.510,000 | 1,890,000 |
$(d)$ Guarantees
$\left( \mathbf{c} \right)$
There were no guarantees entered into during the year by the parent entity in relation to the debts of its subsidiary.
Contingent liabilities $(e)$
The parent entity had no contingent liabilities at 30 June 2011 (2010: SNIL) except under tenement licences where the entity is required to rehabilitate each licence area to its original state subsequent to any exploration works.
$\cdot$
$26$ Subsidiaries
$\bar{z}$
Details of the Company's subsidiaries at 30 June 2011 are as follows:
| Name of subsidiary | Place of incorporation | Ownership interest | |||
|---|---|---|---|---|---|
| 2011 | 2010 | ||||
| Dart Resources Pty Ltd | Australia | 100% | l00% |
DIRECTORS' DECLARATION
The Directors of Dart Mining NL declare that:
-
- in the opinion of the Directors, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;
- the attached financial statements are in compliance with International Financial Reporting Standards as stated in note 1 $2.$ to the financial statements:
-
- the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and give a true and fair view of the financial position and performance of the consolidated entity; and
- the Directors have been given the declarations required by section 295A of the Corporations Act 2001. $4.$
Signed in accordance with a resolution of the Directors of Dart Mining NL made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the Board
$Q'$ J Bain Director
Melbourne 25 August 2011
Conard
L J Ward Director

Deloitte Touche Tohmatsu ABN 74 490 121 060
550 Bourke Street Melbourne VIC 3000 GPO Box 78 Melbourne VIC 3001 Australia
DX: 111 Tel: +61 (0) 3 9671 7000 Fax: +61 (0) 3 9671 7001 www.deloitte.com.au
Independent Auditor's Report to the Members of Dart Mining NL
Report on the Financial Report
We have audited the accompanying financial report of Dart Mining NL, which comprises the consolidated statement of financial position as at 30 June 2011, the consolidated statement of comprehensive income, the consolidated statement of cash flows and the statement of changes in equity for the year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity, comprising the company and the entities it controlled at the year's end or from time to time during the financial year as set out on pages 18 to 45.
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 is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the consolidated financial statements comply with International Financial Reporting Standards.
Auditor's Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance 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 entity'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 entity'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.
Auditor's Independence Declaration
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Dart Mining NL, would be in the same terms if given to the directors as at the time of this auditor's report.
Liability limited by a scheme approved under Professional Standards Legislation.
Deloitte
Opinion
In our opinion:
- (a) the financial report of Dart Mining NL 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 2011 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 consolidated financial statements also comply with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 7 to 10 of the directors' report for the year ended 30 June 2011. 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 Dart Mining NL for the year ended 30 June 2011, complies with section 300A of the Corporations Act 2001.
Detain Tauche Tohmatsu DELOITTE TOUCHE TOHMATSU
Craig Bryan
Partner Chartered Accountants Melbourne, 25 August 2011
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Securities Exchange Ltd Listing Rules and not disclosed elsewhere in this report is as follows. The information is current as at 18 August 2011.
TWENTY LARGEST SHAREHOLDERS
| Percentage of issued |
No. of ordinary |
||
|---|---|---|---|
| Name of holder | capital | shares held | |
| MR RUSSELL SIMPSON & MRS ELIZABETH SIMPSON & MS MEREDITH SIMPSON |
5.64% | 6,753,507 | |
| $\overline{c}$ | NORTH EAST GEOLOGICAL CONTRACTORS PTY LTD | 3.92% | 4,700,000 |
| 3 | TESANEER PTY LTD | 2.94% | 3.520,000 |
| 4 | B HOCHWIMMER AND ASSOCIATES PTY LTD | 2.82% | 3,375,000 |
| 5 | GONCANG PTY LTD | 2.50% | 3,000,000 |
| 6 | J BARLOW CONSULTANTS PTY LTD | 2.23% | 2,666,666 |
| 7 | MR PHILIP ALAN KENNETH NAYLOR & MRS ANDREA NAYLOR | 2.21% | 2.653.379 |
| 8 | SPECIALISED ALLOYS SERVICES PTY LTD | 2.00% | 2,400,000 |
| 9 | GRANITE HILLS (VICTORIA) PTY LTD | 1.76% | 2,110,000 |
| 10 | CITICORP NOMINEES PTY LIMITED | 1.54% | 1,846,050 |
| 11 | MR RUSSELL MCLARTY SIMPSON & MRS ELIZABETH VERNON | 1.29% | 1,349,000 |
| SIMPSON & MS MEREDITH HILARY SIMPSON | |||
| 12 | BANNABY INVESTMENTS PTY LTD | 1.25% | 1,500,000 |
| 13 | MR ERROL GIUSEPPE ROBERTSON | 1.17% | 1,400,000 |
| 14 | MINADCO PTY LTD | 0.86% | 1,034,998 |
| 15 | MR STEPHEN PHILIP HUNT | 0.83% | 1,000,000 |
| 15 | LIMITED BANNABY INVESTMENTS PTY |
0.83% | 1,000,000 |
| 15 | FORTY TRADERS LIMITED | 0.83% | 1,000,000 |
| 16 | STONNINGTON SECURITIES PTY LTD | 0.80% | 960,000 |
| 17 | MR IAN MCMILLAN HALLIDAY & MRS HELEN MCPHERSON HALLIDAY | 0.79% | 946,666 |
| 18 | NATURAL RESOURCES GROUP PTY LTD | 0.71% | 850,000 |
| 19 | MR ROBERT DAVID BOYD | 0.69% | 830,511 |
| 20 | MR JAMES VINCENT CHESTER GUEST | 0.68% | 817,275 |
SHARES ON ISSUE
Ordinary fully-paid shares
SUBSTANTIAL SHAREHOLDERS
Substantial shareholders as advised to the Company are set out below:
| Name | No. of Ordinary Shares |
Percentage of Issued Capital |
|---|---|---|
| R Simpson, E Simpson and M Simpson | 6.753.507 | 5.64% |
119,838,316
DISTRIBUTION OF MEMBER HOLDINGS
| Ordinary shares | ||
|---|---|---|
| Size of holding | No of holders | No of shares |
| $1 - 1.000$ | 24 | 2.788 |
| $1,001 - 5,000$ | 56 | 199.739 |
| $5,001 - 10,000$ | 198 | 1,798,072 |
| $10,001 - 100,000$ | 551 | 21,842,059 |
| $100,001$ and over | 211 | 95,995,658 |
| Total Holders | 1.040 | 119,838,316 |
The number of security investors holding less than a marketable parcel of securities is 138 with a combined total of 611,729 securities.
VOTING RIGHTS
All shares carry one vote per share without restriction.
TWENTY LARGEST OPTION HOLDERS
| Name of holder | Percentage of listed options |
No. of listed options held |
|
|---|---|---|---|
| 1 | JACOBS CORPORATION PTY LTD | 17.38% | 2,708,292 |
| 2 | BIMEDENT PTY LTD | 9.62% | 1,500,000 |
| 3 | MR PHILIP ALAN KENNETH NAYLOR & MRS ANDREA NAYLOR | 6.27% | 976,690 |
| 4 | J BARLOW CONSULTANTS PTY LTD | 5.35% | 633,333 |
| 5 | BANNABY INVESTMENTS PTY LIMITED | 4.81% | 750,000 |
| 6 | MR BIN LIU | 4.36% | 680,000 |
| 7 | NATURAL RESOURCES GROUP PTY LTD | 2.73% | 425,000 |
| 8 | SPECIALISED ALLOYS SERVICES PTY LTD | 2.57% | 400,000 |
| 9 | SPECIALISED ALLOYS SERVICES PTY LTD | 2.14% | 333,334 |
| 10 | MR MATTHEW GARY WALLACE | 1.67% | 260,115 |
| 11 | POT OF GOLD ENTERPRISES PTY LTD | 1.62% | 252,308 |
| 12 | MRS MARIANNE BROENG | 1.60% | 250,000 |
| 12 | 2. GONCANG PTY LTD | 1.60% | 250,000 |
| 13 | MR ERROL GIUSEPPE ROBERTSON | 1.55% | 241,667 |
| 14 | MR PHILIP ALAN KENNETH NAYLOR & MR RAYMOND JAMES SHAW | 1.28% | 200,000 |
| 15 | MR IAN MCMILLAN HALLIDAY & MRS HELEN MCPHERSON HALLIDAY | 1.24% | 193,333 |
| 16 | MR ROBERT WILLIAM PROE | 1.24% | 192,500 |
| 17 | MR PETER PHILIP & MRS YVETTE PHILIP | 1.13% | 176,667 |
| 18 | UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD | 1.07% | 166,667 |
| 19 | WALKAROUND PTY LTD | 1.04% | 161,696 |
| 20 | CAMBOURNE CAPITAL PTY LTD | 0.96% | 150,000 |
OPTIONS ON ISSUE
As 4 August 2011, a total of 20,584,621 options, of which 15,584,621 are listed on the Australian Securities Exchange remain outstanding. Details are as follows:
5,000,000 unlisted options exercisable on or before 31 December 2013 at an exercise price of 15 cents each. The $\bullet$ number of unlisted option holders is 5.
15,584,621 listed options exercisable on or before 31 December 2011 at an exercise price of 10 cents each. $\blacksquare$
DISTRIBUTION OF OPTION HOLDINGS
| Ordinary shares | ||
|---|---|---|
| Size of holding | No of holders | No of shares |
| $1 - 1,000$ | 19 | 9.225 |
| $1,001 - 5,000$ | 94 | 261,863 |
| $5,001 - 10,000$ | 36 | 286,548 |
| $10,001 - 100,000$ | 85 | 3,206,755 |
| $100,001$ and over | 27 | 11,820,230 |
| Total Holders | 261 | 15,584,621 |
The number of security investors holding less than a marketable parcel of options is 221 with a combined total of $2,617,611$ options.
TENEMENT SCHEDULE
| Tenement number EL4724 |
Licensed holder Dart Mining NL |
Name & region of subject of licence Buckland, north-east Victoria including Fairleys prospect |
|---|---|---|
| EL4726 | Dart Mining NL | Dart, north-east Victoria including Mountain View, Elliot, Morgan and Unicorn prospects |
| EL 5131 | Dart Mining NL | Bunroy, north-east Victoria abutting Dart EL |
| EL 5132 | Dart Mining NL | Boebuck, north-east Victoria abutting Dart EL |
| EL 5123 | Dart Mining NL | Myrtleford, Victoria |
| EL 5058 | Dart Mining NL | Cudgewa and Koetong, north-east Victoria abutting Dart EL |
| EL 5194 | Dart Mining NL | Mt. Alfred, north-east Victoria abutting Dart EL |