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DART MINING NL — Regulatory Filings 2012
Aug 6, 2012
64792_rns_2012-08-06_e1dc951c-64cb-43a4-afc8-c684c2d7315f.pdf
Regulatory Filings
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ASX ANNOUNCEMENT
7 AUGUST2012
ASX Code: DTM
Investment Data
Shares on issue 180,937M Unlisted options 8.35M
Shareholders
Top 20 Hold 36%
Key Projects/Metals •UnicornPorphyryMo-Cu-Ag
•MorganPorphyryMo-Ag-Au
•Mountain ViewLode – Au
Mo– Molybdenum Cu –Copper Au – Gold Ag – Silver
Board & Management
Chairman
Mr Chris Bain
Managing Director
Mr Lindsay Ward
Executive Director
Mr Dean Turnbull Manager – Exploration
Non-Executive Directors
Mr Stephen Poke Mr Richard Udovenya
Contact Details
Dart Mining NL Level2 395 Collins Street Melbourne VIC 3000 Australia
Mr Lindsay Ward
Phone: +61 (0)3 9621 1299
Email: [email protected]
Visit our web page: http://www.dartmining.com.au
DART MINING LODGES ANNUAL FINANCIAL RESULTS TO 30 JUNE 2012
- 64% OF TOTAL COMPANY EXPENDITURE SPENT ON EXPLORATION
- OPENING CASH AT BANK 30 JUNE 2011 \$1.096 MILLION
- CLOSING CASH AT BANK 30 JUNE 2012 \$3.482 MILLION
- \$ 5.474 MILLION CAPITAL RAISED IN THE FINANCIAL YEAR
- EXPLORATION EXPENDITURE \$1.935 MILLION
Dart Mining NL lodged its audited accounts today for the financial year ending 30 June 2012, well ahead of the ASX deadline of 30 September 2012. "Dart Mining has had a very good year, spending approximately \$2 million on exploration, including completing two drilling programs, announcing a maiden JORC Resource and completing initial metallurgical testing on the Unicorn deposit" said Lindsay Ward, Managing Director of Dart Mining.
The Company ended the year with approximately \$3.482million in cash, having raised \$5.474 million through the year to support its exploration program.
"Dart Mining continues to maintain a very lean corporate structure in line with its imperative to devote expenditure on exploration," Lindsay Ward added.
Dart Mining will be advising Shareholders on the date and location of its 2012 AGM, in due course.
About Dart Mining
Dart Mining NL (ASX:DTM), a Melbourne based exploration and development company, has discovered a new mineralised porphyry province in NE Victoria. The Dart Mining province hosts molybdenum (Mo) + copper (Cu) + silver (Ag) mineralisation in Climax style porphyry igneous intrusions and lies adjacent to the Gilmore suture with numerous intersecting splay faults. The Gilmore suture in NSW, is a proven host of world class porphyry mines such as North Parkes, Cadia and Ridgeway. The Gilmore sutures extension into Victoria also hosts the Stockman Zinc – Lead VMS project, which is approximately 35 kilometres to the south of Dart Mining's tenements and is at an advanced stage of development. Climax style porphyries are very rare, mostly known to occur only within the North American Cordillera.
"Unicorn" approximately 30 kilometres from Corryong, Victoria, is Dart Mining's principle project. The Unicorn project is a molybdenum (Mo) + copper (Cu) + silver (Ag) porphyry that has similar geological characteristics to the world class Henderson Climax style primary Mo porphyry mine in Colorado, USA. Dart Mining announced its maiden JORC resource for Unicorn in October 2011 and quickly moved to complete scoping level study metallurgical test work, which confirmed high recoveries - Mo (93%), Cu (96%) and Ag (80%) and that two separate saleable grade concentrates could be produced – Mo concentrate (51%) and Cu / Ag Concentrate (23%). Based on the metallurgical testing and the maiden JORC resource, the Unicorn deposit is estimated to contain approximately 38,000 tonnes of recoverable Mo metal, 58,000 tonnes of recoverable Cu metal and 8.6 million ounces of recoverable Ag metal.
Unicorn has a number of unique characteristic in that it outcrops, is located approximately 20 kilometres from major National Electricity Market infrastructure (Hydro generation, switchyards and transmission lines), has abundant water, road access to the deposit, existing logistics chain from mine to mill and the project is supported by the Corryong community. Dart Mining's extensive tenement holdings in North East Victoria remain largely underexplored and the potential for identifying additional mineralised porphyries is very strong. Specific exploration targets which are known to be mineralised include Morgan (Mo / Ag / Cu / Au), Mammoth (Cu / Ag / Au / Zn / Sn / Mo) and the Dart pluton string (Au / Cu).
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.
Molybdenum is traded on the LME and has worldwide demand of ~ 220,000 tonnes pa that is growing at 5% pa.
COMPETENT PERSON'S STATEMENT
Information in this report that relates to a statement of Exploration Results and Mineral Resources of the Company is based on information compiled by Dean Turnbull B.App.Sc.(Geol) Hons. M. AIG. Mr Turnbull is a Director and full time employee of Dart Mining NL and has sufficient experience relevant to the style of mineralisation and type of deposits under consideration and to the activity he has undertaken to qualify as a competent person as defined in the 2004 Edition of the "Australasian Code for Reporting of Mineral Resources and Ore Reserves" (or "JORC Code"). Mr Turnbull has provided written consent to the inclusion in the report of the matters based on his information in the form and context in which it appears.
DART MINING NL AND CONTROLLED ENTITIES
ABN: 84 119 904 880
Financial Report For The Year Ended 30 June 2012
DART MINING NL AND CONTROLLED ENTITIES
ABN: 84 119 904 880
Financial Report For The Year Ended 30 June 2012
| CONTENTS | Page |
|---|---|
| Directors' Report | 1 |
| Corporate Governance Statement | 9 |
| Auditor's Independence Declaration | 14 |
| Consolidated Statement of Comprehensive Income | 15 |
| Consolidated Statement of Financial Position | 16 |
| Consolidated Statement of Changes in Equity | 17 |
| Consolidated Statement of Cash Flows | 18 |
| Notes to the Financial Statements | 19 |
| Directors' Declaration | 40 |
| Independent Auditor's Report In |
41 |
| Additional Information for Listed Public Companies Ad |
43 |
The Directors of Dart Mining NL submit herewith the financial report of Dart Mining NL and its subsidiary ("the Group") for the year ended 30 June 2012.
Information on Directors
The names and details of the Group'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 |
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 the Octa Phillip Resources Fund and is 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 he has gained 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 Metro Coal Ltd |
|
| Former directorships of listed companies in last three years None. |
|
| Dean G Turnbull Executive Director Appointed 26 May 2006 |
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. |
1
| Stephen G Poke 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 multi-national 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 G Udovenya Non-Executive Director Appointed 15 June 2006 |
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, commercial law and corporate governance 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) |
|
| Company Secretary | |
| Andrew J 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, Chief Financial Officer and Company Secretary of listed, unlisted 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 16 years. |
| Shareholdings of directors and other key management personnel |
The interests of each Director and any other key management personnel, directly and indirectly, in the shares and options of the Company at the date of this report are as follows:
| Director | Ordinary shares | Options over ordinary shares (unlisted) |
|---|---|---|
| C J Bain | 1,853,332 | 1,000,000 |
| L J Ward | 2,000,000 | - |
| D G Turnbull | 4,822,500 | 1,000,000 |
| S G Poke | 2,903,749 | 1,000,000 |
| R G Udovenya | 423,955 | 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 year and which is included in the financial statements.
Principal Activities
The principal activity of the Group during the financial year was exploration for base metals and gold in North-east Victoria.
Employees
The Group employed 6 employees as at 30 June 2012 (2011: 8 employees).
Operating Results
The loss for the consolidated entities after income tax was \$1,020,091 (2011: loss \$526,388).
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 northeast 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 \$1,020,091 (2011: loss \$526,388). This result is consistent with the expectation of the 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 consolidated entities 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 Group as cash investments for use in future financial periods. The Group 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 Group consist primarily of payments to employees and suppliers for exploration activities on tenements held by the Group; and the maintenance of the corporate head office which manages existing projects as well as costs involved in investigating new exploration opportunities.
Capital Raising and Capital Structure
During the year under review, the Group raised \$5,380,262 (net of capital raising costs) through the issue of 61,099,277 ordinary shares (2011: \$1,828,180).
Summary of shares and options on issue
At 30 June 2012 the Group has 180,937,593 ordinary shares and 8,550,000 unlisted options on issue. Details of the options are as follows:
| Number of shares | ||||
|---|---|---|---|---|
| Issuing entity | under option | Class of shares | Exercise price | Expiry date |
| Dart Mining NL | 8,350,000.00 | Ordinary | 15 cents | 31 December 2013 |
| Dart Mining NL | 100,000.00 | Ordinary | 18 cents | 20 March 2017 |
| Dart Mining NL | 100,000.00 | Ordinary | 22 cents | 20 March 2017 |
Options holders do not have any rights to participate in any issues of shares or other interests in the company.
During the year ended 30 June 2012, 17,584,621 ordinary shares of Dart Mining NL were issued on the exercise of options granted. No amounts are unpaid on any of the shares on issue.
For details of options issued to directors and executives as remuneration, refer to the Remuneration Report.
There have been no shares issued since the end of the financial year resulting from the exercise of options.
Significant Changes in State of Affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Events after the Reporting Period
There has been no matter or circumstance since 30 June 2012 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, Prospects and Business Strategies
The Board of Directors intends to continue with the exploration of the Group's tenements and project generation for base metals and gold targets in north-east Victoria as outlined in the Group's prospectus dated 14 March 2007. Further details of the Group's prospects are included in the Exploration Report.
As the Group 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 Issues
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 2012.
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, Dean Turnbull and Lindsay Ward.
The number of directors' meetings held during the year and the numbers of meetings attended by each director were as follows:
| Board of directors | ||||
|---|---|---|---|---|
| Held | Entitled to attend | Attended | ||
| Directors | ||||
| C J Bain | 10 | 10 | 10 | |
| L J Ward | 10 | 10 | 10 | |
| D G Turnbull | 10 | 10 | 10 | |
| S G Poke | 10 | 10 | 8 | 2 |
| R G Udovenya | 10 | 10 | 10 | 2 |
| Audit and Risk Management Committee | ||||
|---|---|---|---|---|
| Held | Entitled to attend Attended |
|||
| 2 | 2 | 2 | ||
| 2 | 2 | 2 | ||
| 2 | 2 | 2 | ||
| 2 | 2 | 1 | ||
| - | - |
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.
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The company was not a party to any such proceedings during the year.
Non-audit Services
The Directors are satisfied that no non-audit services were provided during the year by the auditor (or by another person or firm on the auditor's behalf) thus the Board are satisfied that the auditor is compliant with the general standards of independence for auditors imposed by the Corporations Act 2001.
Auditor's Independence Declaration
The lead auditor's independence declaration for the year ended 30 June 2012 has been received and can be found on page 14 of the Financial Report.
Remuneration 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 2012. 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 Group during and since the end of the financial year are as follows:
C J Bain L J Ward D G Turnbull S G Poke R G Udovenya A J Draffin
Remuneration philosophy
The Board of Directors of Dart Mining NL is responsible for determining and reviewing compensation arrangements for the Directors, the Managing Director 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 Group.
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.
The Group's earnings and movements in shareholders' wealth since listing to 30 June 2012 is detailed in the following table:
| 30 June 2012 | 30 June 2011 | 30 June 2010 | 30 June 2009 | 30 June 2008 30 June 2007 | ||
|---|---|---|---|---|---|---|
| Revenue | \$80,135 | \$42,893 | \$16,679 | \$106,379 | \$186,684 | \$76,998 |
| Net loss after tax | (\$1,020,091) | (\$526,388) | (\$844,916) | (\$1,146,803) | (\$755,721) | (\$101,074) |
| Share price at start of year or period | 6c | 11c | 8c | 18c | 21c | 17c |
| Share price at end of year | 10c | 6c | 11c | 8c | 18c | 21c |
| Dividends | - | - | - | - | - | - |
| Basic earnings per share | (0.68)c | (0.51)c | (1.32)c | (2.62)c | (1.77)c | (1.28)c |
| Diluted earnings per share | (0.68)c | (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. An 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.
Non-executive director remuneration
Objective
The Board seeks to set aggregate remuneration at a level which provides the Group 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 Group. 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 2012 is detailed in this report.
Senior executive remuneration
Objective
The Board 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.
Lindsay J Ward
The terms of an employment agreement with Mr Ward include inter alia :
- A remuneration package of \$250,700 per annum, with annual reviews, together with reimbursement of all business related expenses including motor vehicle running and maintenance expenses;
- Mr Ward is entitled to 4,000,000 non-transferable performance rights as per the Companys Incentive Rights Plan approved at the Company's last AGM. No consideration is payable by Mr Ward at the time of issue of the Incentive Rights or upon exercise thereof. The 4,000,000 Incentive Rights will be issued in two separate tranches:
Tranche 1 - 2,000,000 Incentive Rights post 1 July 2012;
Tranche 2 - 2,000,000 Incentive Rights post 1 July 2013;
The Company's obligation to issue Incentive Rights to Mr Ward on or after these dates is conditional on Mr Wards continued employment with the Company.
- 2,000,000 performance rights were issued and exercised during the financial year after shareholders approval was granted;
- 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.
Dean G Turnbull
The terms of an employment agreement with Mr Turnbull include inter alia :
- A remuneration package of \$173,855 per annum, with annual reviews, together with reimbursement of all business related expenses including motor vehicle running and maintenance expenses plus statutory annual leave entitlements;
- 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.
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 \$20,260 was due and payable at 30 June 2012. Fees are expected to be \$48,000 per annum subject to the number of corporate actions undertaken by the Company.
Remuneration of Directors and other Key Management Personnel for the Year Ended 30 June 2012
| Short-term benefits Salaries, fees and leave |
Post Employment benefits Superannuation |
Share-based payments Options/ Incentive rights |
Long-term employee benefits Annual leave |
Total | Percentage of share-based payments |
|
|---|---|---|---|---|---|---|
| 2012 | \$ | \$ | \$ | \$ | \$ | % |
| Directors | ||||||
| Christopher J Bain | 60,436 | 5,439 | - | - | 65,875 | 0.00% |
| Lindsay J Ward | 231,859 | 19,270 | 220,000 | - | 471,129 | 46.70% |
| Dean G Turnbull | 188,723 | 16,985 | - | 18,946 | 224,654 | 0.00% |
| Stephen G Poke | 38,555 | 3,470 | - | - | 42,025 | 0.00% |
| Richard G Udovenya | 40,000 | 2,025 | - | - | 42,025 | 0.00% |
| 559,573 | 47,189 | 220,000 | 18,946 | 845,708 |
2,000,000 incentive rights were issued to Mr Lindsay Ward according to an incentive rights plan approved by shareholders on 19 October 2011. The incentive rights were exercised on 21 October 2011 with an estimated value of \$220,000.
| Short-term benefits Salaries, fees |
Post Employment benefits |
Share-based payments Options/ Incentive |
Long-term employee benefits |
Total | Percentage of share-based |
|
|---|---|---|---|---|---|---|
| and leave | Superannuation | rights | Annual leave | payments | ||
| 2011 Directors |
\$ | \$ | \$ | \$ | \$ | % |
| Christopher J Bain | 70,642 | 6,358 | 6,290 | - | 83,290 | 7.55% |
| Lindsay J Ward | 29,492 | 2,654 | 44,192 | 1,397 | 77,735 | 56.85% |
| Dean G Turnbull | 145,000 | 13,050 | 6,290 | 31,914 | 196,254 | 3.21% |
| Stephen G Poke | 32,110 | 2,890 | 6,290 | - | 41,290 | 15.23% |
| Richard G Udovenya | 35,000 | - | 6,290 | - | 41,290 | 15.23% |
| Bernhard R Hochwimmer (resigned 30 May 2011) |
164,097 | 12,259 | 6,290 | - | 182,646 | 3.44% |
| 476,341 | 37,211 | 75,642 | 33,311 | 622,505 |
Bonuses
No bonuses were granted during the financial year ended 30 June 2012 (2011: NIL).
Employee options
No options were issued to directors during the year.
At the end of the financial year, the following share-based payment arrangements were in existence:
| Fair value at | ||||||
|---|---|---|---|---|---|---|
| Grantee | Number | Grant date | Expiry date | Exercise 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 |
| 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 without prior approval of the Board and may be exercised at any time prior to their expiry.
This Directors' Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Board of Directors.
On behalf of the Directors
Director Managing Director Christopher J Bain
Melbourne, 6 August 2012
Lindsay J Ward
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 underlies its day-to-day activities.
The Board continually reviews its corporate governance practices and regularly monitors developments in good practice governance both 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 of the Company which is available from the corporate governance section of the Company's 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 business plans; and ensuring that 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 to shareholders, the ASX and other stakeholders;
- Selection and evaluation of Directors, the Managing Director, and senior executives and planning for their succession;
- Setting the Managing Director and Director's remuneration within shareholder approved limits and ensuring that the 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 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 Managing Director and senior management's 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;
- a non-executive director as Chairman;
- a majority of non-executive directors; and
- a balance between independent and non-independent directors.
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 Managing Director, 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 judgement. Messrs Bain, Poke and Udovenya are considered to fall within this category.
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 Company's development with the appropriate mix of expertise, 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, 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 2012, 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, he has not previously been an employee of the Company.
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 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 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's website. The Code is regularly reviewed and updated as necessary to ensure it reflects the highest standards of behaviour and professionalism necessary to maintain confidence in the Group's integrity. 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 the Company's 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 the relevant board papers and is excused at the meeting whilst the item is considered. The Board has developed procedures to assist Directors in disclosing potential conflicts of interest.
All directors and executive officers of the Company are required to disclose to the Company any material transaction, 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 whether during a blackout period which incorporates the periods between the close of each financial quarter and the release of quarterly, half yearly interim and full year results by the Company or not 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 any of the Company's policies 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. MSI Ragg Weir were appointed external auditors at the Company's last AGM, replacing Deloitte Touche Tomatsu after five years of valuable service.
An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in Note 7 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 Managing Director 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 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 together with internal compliance and control 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.
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 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;
- continually assess and improve the impact of its operations on the environment;
- encourage employees to actively participate in the management of environmental and OH&S issues;
- work with trade associations representing the entity's businesses to raise standards;
- use energy and other resources efficiently; and
- encourage the adoption of similar standards by the entity's principal suppliers, contractors and distributors.
Continuous disclosure and shareholder communication
The Company is a disclosing entity under the Corporations Act and is subject to the continuous disclosure requirements under 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 activity 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 of 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 ASX.
The Board also endorses full and regular communication with and between Directors, the Chief Executive Officer, senior management, the external auditors, 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 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.
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) Recommendation 2.4: The Board should establish a Nomination Committee.
The functions to be performed by a nomination committee under the ASX Best Practice Recommendations are currently performed by the full Board and this is reflected in the written policy setting out the responsibilities of the Board. Having regard to the number of members currently comprising the Company's Board, the Board does not consider it appropriate to delegate these responsibilities to a sub-committee. These arrangements will be reviewed periodically by the board to ensure that they continue to be appropriate to the Company's circumstances.
- (ii) Recommendation 4.2: Structure of the Audit Committee so that it consists of:
- only Non-Executive Directors;
- a majority of Independent Directors;
- an independent Chairperson, who is not chairman of the board;
- at least three members.
As mentioned under Recommendation 4.1, the Board does not consider it appropriate for the Company to establish a subcommittee of the board, therefore the structuring requirements of the Audit Committee are not applicable.
(iii) Recommendation 8.1: The Board should establish a Remuneration Committee.
The functions to be performed by a remuneration committee under the ASX Best Practice Recommendations are currently performed by the full board and this is reflected in the written policy setting out the responsibilities of the Board. Having regard to the number of members currently comprising the Company's board, the Board does not consider it appropriate to delegate these responsibilities to a sub-committee. These arrangements will be reviewed periodically by the Board to ensure that they continue to be appropriate to the Company's circumstances.
(iv) Recommendation 8.3: Provide the information indicated in "Guide to reporting on Principle 8".
One of the matters to be included in the corporate governance section of the annual report pursuant to the Guide to reporting on Principle 8 is "the names of members of the remuneration committee and their attendance at meetings of the committee ". As stated in the previous paragraph, the Board does not consider it appropriate for the Company to establish a remuneration committee and therefore this information has not been included in the annual report. However as the board fulfils the role of the remuneration committee, details of the Company's directors and their attendance at board meetings are set out in the Company 's annual report. In all other respects, the Company has complied with the disclosure requirements contained in the "Guide to reporting on Principle 8".


DART MINING NL ABN: 84 119 904 880 AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012
| Consolidated Group | ||||
|---|---|---|---|---|
| 2012 | 2011 | |||
| Note | \$ | \$ | ||
| Revenue | 3 | 80,135 | 42,893 | |
| Employee benefits expense | (543,774) | (307,246) | ||
| Exploration costs written off | (7,781) | (1,170) | ||
| Depreciation and amortisation expense | (343) | (4,869) | ||
| Other expenses | (13,956) | (2,010) | ||
| Office expenses | (33,095) | (19,794) | ||
| Administrative expenses | (459,052) | (213,506) | ||
| Travel related expenses | (42,225) | (20,686) | ||
| Loss before income tax expense | 4 | (1,020,091) | (526,388) | |
| Income tax expense | 5 | - | - | |
| Loss for the year | 4 | (1,020,091) | (526,388) | |
| Other comprehensive income | - | - | ||
| Total comprehensive income for the year | (1,020,091) | (526,388) | ||
| Total comprehensive income attributable to: | ||||
| Members of Dart Mining NL | (1,020,091) | (526,388) | ||
| Non-controlling interests | - | - | ||
| (1,020,091) | (526,388) | |||
| Earnings per share | ||||
| Basic earnings per share (cents) | 8 | (0.68) | (0.51) | |
| Diluted earnings per share (cents) | 8 | (0.68) | (0.51) |
DART MINING NL ABN: 84 119 904 880 AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012
| Consolidated Group | |||
|---|---|---|---|
| 2012 | 2011 | ||
| Note | \$ | \$ | |
| ASSETS | |||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 9 | 3,482,337 | 1,096,081 |
| Trade and other receivables | 10 | 139,975 | 45,529 |
| Other assets | 14 | 28,986 | 17,485 |
| TOTAL CURRENT ASSETS | 3,651,298 | 1,159,095 | |
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 12 | 83,801 | 74,973 |
| Other non-current assets | 14 | 86,328 | 48,000 |
| Deferred exploration and evaluation costs | 13 | 7,833,200 | 5,898,385 |
| TOTAL NON-CURRENT ASSETS | 8,003,329 | 6,021,358 | |
| TOTAL ASSETS | 11,654,627 | 7,180,453 | |
| LIABILITIES | |||
| CURRENT LIABILITIES | |||
| Trade and other payables | 15 | 544,064 | 402,296 |
| Provisions | 16 | 21,109 | 33,312 |
| TOTAL CURRENT LIABILITIES | 565,173 | 435,608 | |
| TOTAL LIABILITIES | 565,173 | 435,608 | |
| NET ASSETS | 11,089,454 | 6,744,845 | |
| EQUITY | |||
| Issued capital | 17 | 15,193,057 | 9,812,795 |
| Reserves | 26 | 60,080 | 75,642 |
| Retained earnings | (4,163,683) | (3,143,592) | |
| TOTAL EQUITY | 11,089,454 | 6,744,845 | |
DART MINING NL ABN: 84 119 904 880 AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2012
| Note | Ordinary share capital |
Option Reserve |
Accumulated loss |
Total | |
|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | ||
| Consolidated Group Balance at 1 July 2010 |
7,984,615 | 231,310 | (2,848,514) | 5,367,411 | |
| Comprehensive income | |||||
| Loss for the year | - | - | (526,388) | (526,388) | |
| Other comprehensive income for the year | - | - | - | - | |
| Transactions with owners, in their capacity as owners, and other | |||||
| 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 | - | ||
| Total transactions with owners and other transfers | 1,828,180 | (155,668) | 231,310 | 1,903,822 | |
| Balance at 30 June 2011 | 9,812,795 | 75,642 | (3,143,592) | 6,744,845 | |
| Balance at 1 July 2011 | 9,812,795 | 75,642 | (3,143,592) | 6,744,845 | |
| Comprehensive income | |||||
| Loss for the year | - | - | (1,020,091) | (1,020,091) | |
| Other comprehensive income for the year | - | - | - | - | |
| Transactions with owners, in their capacity as owners, and other transfers |
|||||
| Options and performance rights issued | - | 55,700 | - | 55,700 | |
| Shares issued during the year | 5,694,475 | - | - | 5,694,475 | |
| Capital raising costs | (314,213) | - | - | (314,213) | |
| Fair value adjustments for options issued | - | (71,262) | - | (71,262) | |
| Total transactions with owners and other transfers | 5,380,262 | (15,562) | - | 5,364,700 | |
| Balance at 30 June 2012 | 15,193,057 | 60,080 | (4,163,683) | 11,089,454 |
DART MINING NL ABN: 84 119 904 880 AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012
| Consolidated Group | |||
|---|---|---|---|
| Note | 2012 | 2011 | |
| \$ | \$ | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Interest received | 69,465 | 36,078 | |
| Payments to suppliers and employees | (948,772) | (409,739) | |
| Net cash provided by/(used in) operating activities | 21a | (879,307) | (373,661) |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payments for exploration costs | (1,795,225) | (1,507,171) | |
| Purchase of property, plant and equipment | (61,063) | (19,745) | |
| Cash amounts used as security deposit | (38,328) | (8,000) | |
| Net cash provided by/(used in) investing activities | (1,894,616) | (1,534,916) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from issue of shares | 5,474,392 | 2,026,359 | |
| Payment of share issue costs | (314,213) | (208,020) | |
| Net cash provided by/(used in) financing activities | 5,160,179 | 1,818,339 | |
| Net increase/(decrease) in cash held | 2,386,256 | (90,238) | |
| Cash and cash equivalents at beginning of financial year | 9 | 1,096,081 | 1,186,319 |
| Cash and cash equivalents at end of financial year | 9 | 3,482,337 | 1,096,081 |
The Directors of Dart Mining NL and its subsidiary ("the Group") submit herewith the annual report of the Group for the financial year ended 30 June 2012. The separate financial statements of the parent entity, Dart Mining NL, have not been presented within this financial report as permitted by the Corporations Act 2001.
The financial statements were authorised for issue on 6 August 2012 by the Directors of the Company.
Note 1 Summary of Significant Accounting Policies
Basis of Preparation
The financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001.
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 have been prepared on the basis of historical cost, except for the revaluation of certain non-current 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) 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. A list of controlled entities is contained in Note 11 to the financial statements.
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.
(b) 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.
(c) Property, Plant and Equipment
i) Acquisition
Items of property, plant and equipment are initially recorded at net of GST 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 12 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.
(d) 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.
(e) 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.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and or 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 (cashgenerating 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 (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately.
(f) 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 2012.
(g) 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. The Group had no financial assets as at 30 June 2012.
(h) 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.
(i) Cash and Cash Equivalents
Cash comprises cash on hand and demand deposits at call. 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.
(j) 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.
(k) Trade and Other 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.
(l) Trade and Other 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.
(m) Financial Instruments
Recognition and Initial Measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted).
Financial instruments are initially measured at fair value plus transactions costs except where the instrument is classified 'at fair value through profit or loss' in which case transaction costs are expensed to profit or loss immediately. The Group had no Financial Instruments as at 30 June 2012.
Classification and Subsequent Measurement
Financial instruments are subsequently measured at fair value, amortised cost using the effective interest method, or cost.
Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.
The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) over the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss.
(i) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost.
Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.
(ii) Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group's intention to hold these investments to maturity. They are subsequently measured at amortised cost.
Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.
(iii) Financial Liabilities
Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a financial asset has been impaired. A financial asset or a group of financial assets is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a "loss event") having occurred, which has an impact on the estimated future cash flows of the financial asset(s).
In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.
For financial assets carried at amortised cost (including loans and receivables), a separate allowance account is used to reduce the carrying amount of financial assets impaired by credit losses. After having taken all possible measures of recovery, if management establishes that the carrying amount cannot be recovered by any means, at that point the written-off amounts are charged to the allowance account or the carrying amount of impaired financial assets is reduced directly if no impairment amount was previously recognised in the allowance account.
When the terms of financial assets that would otherwise have been past due or impaired have been renegotiated, the Group recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.
Derecognition
Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised when the related obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.
(n) 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.
(o) 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.
(p) 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.
(q) 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 22.
- 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.
- b) Equity-settled share based payment transactions with other parties are measured at the fair value of the goods and services received, except where the fair value cannot be estimated reliably, in which case 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.
(r) 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 2012, the Group had a surplus of current assets over current liabilities of \$3,086,125 including cash reserves of \$3,482,337 (2011: \$1,096,081).
The balance of these cash reserves broadly exceeds the Group's planned expenditure budget including exploration activities for the 12 months to 31 August 2013 which is based on the minimum spend required in order to maintain the Group's existing tenements.
For the year ended 30 June 2012, the Group reported net cash outflows from operations and investing activities of \$879,307 (2011: \$373,661) and \$1,894,616 (2011: \$1,534,916) respectively. These cash outflows were offset by net cash inflows from financing activities of \$5,160,179 (2011: \$1,818,339) resulting in total cash inflows for the year of \$2,386,256 (2011: - \$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;
- future equity or debt fund raisings; and
- successful development of existing tenements.
Having carefully assessed the likelihood of securing additional funding or entering into farm-out arrangements 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.
(s) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
Where the Group has retrospectively applied an accounting policy, made a retrospective restatement of items in the financial statements or reclassified items in its financial statements, an additional statement of financial position as at the beginning of the earliest comparative period will be disclosed.
(t) Critical Accounting Judgments and Sources of Estimation
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.
(u) New Accounting Standards for Application in Future Periods
The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Group. The Group has decided not to early adopt any of the new and amended pronouncements. The Group's assessment of the new and amended pronouncements that are relevant to the Group but applicable in future reporting periods is set out below:
— AASB 9: Financial Instruments (December 2010) and AASB 2010–7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2, 5, 10, 12, 19 & 127] (applicable for annual reporting periods commencing on or after 1 January 2013).
These Standards are applicable retrospectively and include revised requirements for the classification and measurement of financial instruments, as well as recognition and derecognition requirements for financial instruments.
The key changes made to accounting requirements include:
- ─ simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value;
- ─ simplifying the requirements for embedded derivatives;
- ─ removing the tainting rules associated with held-to-maturity assets;
- ─ removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost;
- ─ allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument;
- ─ requiring financial assets to be reclassified where there is a change in an entity's business model as they are initially classified based on: (a) the objective of the entity's business model for managing the financial assets; and (b) the characteristics of the contractual cash flows; and
- ─ requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity's own credit risk in other comprehensive income, except when that would create an accounting mismatch. If such a mismatch would be created or enlarged, the entity is required to present all changes in fair value (including the effects of changes in the credit risk of the liability) in profit or loss.
The Group has not yet been able to reasonably estimate the impact of these pronouncements on its financial statements.
— AASB 2010–8: Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets [AASB 112] (applies to periods beginning on or after 1 January 2012).
This Standard makes amendments to AASB 112: Income Taxes and incorporates Interpretation 121: Income Taxes – Recovery of Revalued Non-Depreciable Assets into AASB 112.
Under the current AASB 112, the measurement of deferred tax liabilities and deferred tax assets depends on whether an entity expects to recover an asset by using it or by selling it. The amendments introduce a presumption that an investment property is recovered entirely through sale. This presumption is rebutted if the investment property is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale.
The amendments are not expected to significantly impact the Group.
— AASB 10: Consolidated Financial Statements, AASB 11: Joint Arrangements, AASB 12: Disclosure of Interests in Other Entities, AASB 127: Separate Financial Statements (August 2011), AASB 128: Investments in Associates and Joint Ventures (August 2011) and AASB 2011–7: Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards [AASB 1, 2, 3, 5, 7, 9, 2009–11, 101, 107, 112, 118, 121, 124, 132, 133, 136, 138, 139, 1023 & 1038 and Interpretations 5, 9, 16 & 17] (applicable for annual reporting periods commencing on or after 1 January 2013).
AASB 10 replaces parts of AASB 127: Consolidated and Separate Financial Statements (March 2008, as amended) and Interpretation 112: Consolidation – Special Purpose Entities. AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees.
The Group has not yet been able to reasonably estimate the impact of this Standard on its financial statements.
AASB 11 replaces AASB 131: Interests in Joint Ventures (July 2004, as amended). AASB 11 requires joint arrangements to be classified as either ' joint operations' (where the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities) or 'joint ventures' (where the parties that have joint control of the arrangement have rights to the net assets of the arrangement). Joint ventures are required to adopt the equity method of accounting (proportionate consolidation is no longer allowed).
AASB 12 contains the disclosure requirements applicable to entities that hold an interest in a subsidiary, joint venture, joint operation or associate. AASB 12 also introduces the concept of a 'structured entity', replacing the 'special purpose entity' concept currently used in Interpretation 112, and requires specific disclosures in respect of any investments in unconsolidated structured entities. This Standard will affect disclosures only and is not expected to significantly impact the Group.
To facilitate the application of AASBs 10, 11 and 12, revised versions of AASB 127 and AASB 128 have also been issued. These Standards are not expected to significantly impact the Group.
— AASB 13: Fair Value Measurement and AASB 2011–8: Amendments to Australian Accounting Standards arising from AASB 13 [AASB 1, 2, 3, 4, 5, 7, 9, 2009–11, 2010–7, 101, 102, 108, 110, 116, 117, 118, 119, 120, 121, 128, 131, 132, 133, 134, 136, 138, 139, 140, 141, 1004, 1023 & 1038 and Interpretations 2, 4, 12, 13, 14, 17, 19, 131 & 132] (applicable for annual reporting periods commencing on or after 1 January 2013). AASB 13 defines fair value, sets out in a single Standard a framework for measuring fair value, and requires disclosures about fair value measurement.
AASB 13 requires:
- inputs to all fair value measurements to be categorised in accordance with a fair value hierarchy; and
- enhanced disclosures regarding all assets and liabilities (including, but not limited to, financial assets and financial liabilities) to be measured at fair value.
These Standards are not expected to significantly impact the Group.
— The main change arising from this Standard is the requirement for entities to group items presented in other comprehensive income (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently. AASB 2011–9: Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive Income [AASB 1, 5, 7, 101, 112, 120, 121, 132, 133, 134, 1039 & 1049] (applicable for annual reporting periods commencing on or after 1 July 2012).
This Standard affects presentation only and is therefore not expected to significantly impact the Group.
— AASB 119: Employee Benefits (September 2011) and AASB 2011–10: Amendments to Australian Accounting Standards arising from AASB 119 (September 2011) [AASB 1, AASB 8, AASB 101, AASB 124, AASB 134, AASB 1049 & AASB 2011–8 and Interpretation 14] (applicable for annual reporting periods commencing on or after 1 January 2013).
These Standards introduce a number of changes to accounting and presentation of defined benefit plans. The Group does not have any defined benefit plans and so is not impacted by the amendment.
AASB 119 (September 2011) also includes changes to the accounting for termination benefits that require an entity to recognise an obligation for such benefits at the earlier of:
- (i) for an offer that may be withdrawn – when the employee accepts;
- (ii) for an offer that cannot be withdrawn – when the offer is communicated to affected employees; and
- (iii) where the termination is associated with a restructuring of activities under AASB 137: Provisions, Contingent Liabilities and Contingent Assets, and if earlier than the first two conditions – when the related restructuring costs are recognised.
The amendments are not expected to significantly impact the Group.
Parent Information Note 2
| 2012 \$ |
2011 \$ |
|
|---|---|---|
| The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting Standards. |
||
| STATEMENT OF FINANCIAL POSITION ASSETS |
||
| Current Assets | 3,630,598 | 1,207,094 |
| Non-current Assets | 8,003,329 | 5,973,989 |
| TOTAL ASSETS | 11,633,927 | 7,181,083 |
| LIABILITIES | ||
| Current Liabilities | 543,842 | 435,608 |
| Non-current Liabilities | - | - |
| TOTAL LIABILITIES | 543,842 | 435,608 |
| NET ASSETS | 11,090,085 | 6,745,475 |
| EQUITY | ||
| Issued Capital | 15,193,058 | 9,812,795 |
| Retained earnings | (4,163,053) | (3,142,962) |
| Reserves | 60,080 | 75,642 |
| TOTAL EQUITY | 11,090,085 | 6,745,475 |
| STATEMENT OF COMPREHENSIVE INCOME | ||
| Loss for the year | (1,020,091) | (526,103) |
| Other comprehensive income | - | - |
| Total comprehensive income | (1,020,091) | (526,103) |
Note 3 Revenue and Other Income
| 2012 2011 (a) Revenue from continuing operations \$ \$ Revenue — interest received 80,134 42,893 — other revenue 1 - 80,135 42,893 Total revenue 80,135 42,893 Note 4 Loss for the Year Consolidated Group Loss before income tax from continuing operations includes the following specific expenses: 2012 2011 \$ \$ Write-off of capitalised exploration expenditure 7,781 1,170 Share-based payments 149,438 75,642 Depreciation 343 4,869 Note 5 Income Tax Expense Consolidated Group 2012 2011 \$ \$ (a) 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 1,020,091 526,388 Income tax expense (benefit) calculated at 30% (306,027) (157,916) 52,348 29,486 Effect of non-deductible expenses (630,683) (9,079) Effect of deductible temporary differences 884,362 137,509 Effect of unused tax losses and tax offsets not recognised as deferred tax - - Income tax expense (b) Tax losses not brought to account Tax losses brought forward 1,031,855 1,628,543 Current year tax losses 884,362 137,509 Recognition of tax losses - prior years 1,253,187 (734,197) Tax losses carried forward 3,169,404 1,031,855 |
Consolidated Group | ||
|---|---|---|---|
Note 6 Key Management Personnel Compensation
Refer to the Remuneration Report contained in the Directors' Report for details of the remuneration paid or payable to each member of the Group's key management personnel (KMP) for the year ended 30 June 2012.
The aggregate compensation made to key management personnel of the company and the Group is set out below:
| 2012 | 2011 | |
|---|---|---|
| \$ | \$ | |
| Short-term employee benefits | 559,573 | 476,341 |
| Post-employment benefits | 47,189 | 37,211 |
| Share-based payments | 220,000 | 75,642 |
| Long-term employee benefits | 18,946 | 33,311 |
| Total KMP compensation | 845,708 | 622,505 |
KMP Options and Rights Holdings
The number of listed options over ordinary shares held during the financial year by each KMP of the Group is as follows:
| Balance at beginning of |
Options acquired through |
Exercised during the |
Lapsed during | Balance at end | |
|---|---|---|---|---|---|
| 30 June 2012 | year | Rights Issue | year | the year | of year |
| Christopher J Bain | 75,000 | - | (75,000) | - | - |
| Lindsay J Ward | - | - | - | - | - |
| Dean G Turnbull | 22,500 | - | (22,500) | - | - |
| Stephen G Poke | 42,083 | - | (42,083) | - | - |
| Richard G Udovenya | 19,250 | - | - | (19,250) | - |
| 158,833 | - | (139,583) | (19,250) | - |
| 30 June 2011 | Balance at beginning of year |
Options acquired through Rights Issue |
Exercised during the year |
Lapsed during the year |
Balance at end of year |
|---|---|---|---|---|---|
| Christopher J Bain | 400,000 | 75,000 | - | (400,000) | 75,000 |
| Bernhard R Hochwimmer (Resigned 30 May 2011) | - | 31,250 | - | (31,250) | - |
| Dean G Turnbull | - | 22,500 | - | - | 22,500 |
| Stephen G Poke | 400,000 | 42,083 | - | (400,000) | 42,083 |
| Richard G Udovenya | - | 19,250 | - | - | 19,250 |
| Other key management personnel | - | ||||
| John E Quayle | 1,000,000 | - | - | (1,000,000) | - |
| 1,800,000 | 190,083 | - | (1,831,250) | 158,833 |
The number of options and incentive rights over ordinary shares held during the financial year by each KMP of the Group is as follows:
| Balance at beginning of |
Incentive rights granted as remuneration |
Incentive rights exercised, lapsed or |
Balance at end | |
|---|---|---|---|---|
| 30 June 2012 | year | during the | excluded | of year |
| Christopher J Bain | 1,000,000 | - | - | 1,000,000 |
| Lindsay J Ward | - | 2,000,000 | (2,000,000) | - |
| Dean G Turnbull | 1,000,000 | - | - | 1,000,000 |
| Stephen G Poke | 1,000,000 | - | - | 1,000,000 |
| Richard G Udovenya | 1,000,000 | - | - | 1,000,000 |
| 4,000,000 | 2,000,000 | (2,000,000) | 4,000,000 | |
| Balance at beginning of |
Options granted as remuneration during the |
Options exercised, lapsed or |
Balance at end | |
| 30 June 2011 | year | year | excluded 1 | of year |
| Christopher J Bain | - | 1,000,000 | - | 1,000,000 |
| Bernhard R Hochwimmer (Resigned 30 May 2011) | - | 1,000,000 | (1,000,000) | - |
| Dean G Turnbull | - | 1,000,000 | - | 1,000,000 |
| Stephen G Poke | - | 1,000,000 | - | 1,000,000 |
| Richard G Udovenya | - | 1,000,000 | - | 1,000,000 |
| - | 5,000,000 | (1,000,000) | 4,000,000 |
KMP Shareholdings
The number of ordinary shares in Dart Mining NL held by each KMP of the Group during the financial year is as follows:
| Balance at beginning of |
Shares acquired through Share |
Shares acquired via exercise of Options & Incentive |
Shares | Net Change | Balance at end | |
|---|---|---|---|---|---|---|
| 30 June 2012 | year | Purchase Plan | Rights | disposal | other | of year |
| Christopher J Bain | 1,628,332 | 150,000 | 75,000 | - | - | 1,853,332 |
| Lindsay J Ward | - | - | 2,000,000 | - | - | 2,000,000 |
| Dean G Turnbull | 4,700,000 | 100,000 | 22,500 | - | - | 4,822,500 |
| Stephen G Poke | 3,856,666 | 100,000 | 42,083 | (1,095,000) | - | 2,903,749 |
| Richard G Udovenya | 378,500 | 45,455 | - | - | - | 423,955 |
| 10,563,498 | 395,455 | 2,139,583 | (1,095,000) | - | 12,003,536 | |
| Balance at beginning of |
Shares acquired through Share |
Shares acquired through |
Shares | Net Change | Balance at end | |
| 30 June 2011 | year | Purchase Plan | Rights Issue | disposal | other 1 | of year |
| Christopher J Bain | 1,478,332 | - | 150,000 | - | 1,628,332 | |
| Dean G Turnbull | 4,655,000 | - | 45,000 | - | 4,700,000 | |
| Stephen G Poke | 3,772,500 | - | 84,166 | - | 3,856,666 | |
| Richard G Udovenya | 340,000 | - | 38,500 | - | 378,500 | |
| Bernhard R Hochwimmer (resigned 30 May 2011) | 4,625,000 | - | 62,500 | - | (4,687,500) | - |
| 14,870,832 | - | 380,166 | - | (4,687,500) | 10,563,498 |
1 Net change during the previous financial year
(a) unlisted options and shares held by B R Hochwimmer excluded at 30 June 2011 as Mr Hochwimmer resigned on 31 May 2011.
Other KMP Transactions
There have been no other transactions involving equity instruments other than those described in the tables above.
For details of other transactions with KMP, refer to Note 24: Related Party Transactions.
For details of loans to KMP, refer to Note 24: Related Party Transactions.
Note 7 Auditors' Remuneration
| Consolidated Group | ||
|---|---|---|
| 2012 | 2011 | |
| \$ | \$ | |
| Remuneration of the auditor for: | ||
| — auditing or reviewing the financial report |
26,250 | 33,400 |
| 26,250 | 33,400 |
Note 8 Earnings per Share
| Consolidated Group | |||
|---|---|---|---|
| 2012 \$ |
2011 \$ |
||
| (a) | Reconciliation of earnings to profit or loss | ||
| Net loss for the year | (1,020,091) | (526,388) | |
| Loss used to calculate basic and dilutive EPS | (1,020,091) | (526,388) | |
| No. | No. | ||
| (b) | Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS |
149,989,031 | 102,972,646 |
| Weighted average number of dilutive options outstanding | - | - | |
| Weighted average number of dilutive converting preference shares on issue | - | - | |
| Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS |
149,989,031 | 102,972,646 |
Diluted earnings per share is calculated after classifying all unlisted options on issue remaining unconverted at 30 June 2012 as potential ordinary shares. At 30 June 2012, the Company had on issue 8,550,000 unlisted options over unissued capital and had incurred a net loss. Unlisted Options are not considered dilutive and have not been included in the calculations of diluted earnings per share.
Note 9 Cash and Cash Equivalents
| Note | Consolidated Group | ||
|---|---|---|---|
| 2012 | 2011 | ||
| \$ | \$ | ||
| Cash at bank and on hand | 1,150,690 | 596,081 | |
| Short-term bank deposits | 2,331,647 | 500,000 | |
| 25 | 3,482,337 | 1,096,081 | |
The effective interest rate on short-term bank deposits was 5.58% (2011: 5.90%); these deposits have an average maturity of 273 days.
Note 10 Trade and Other Receivables
| Consolidated Group | ||
|---|---|---|
| 2012 | 2011 | |
| \$ | \$ | |
| CURRENT | ||
| Other receivables | ||
| - Accrued interest - other persons/ corporations |
18,281 | 8,159 |
| Security Deposit - |
1,676 | 4,736 |
| GST receivable - |
103,883 | 32,634 |
| - Witholding tax receivable |
547 | - |
| Others - |
15,588 | - |
| Total current trade and other receivables | 139,975 | 45,529 |
No receivable amounts were past due or impaired at 30 June 2012 (2011: NIL)
Credit risk
The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties other than those receivables specifically provided for and mentioned within Note 10. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group.
Controlled Entities Note 11
(a) Controlled Entities Consolidated
| Country of Incorporation | Percentage Owned (%)* | ||
|---|---|---|---|
| Subsidiaries of Dart Mining NL: | 2012 | 2011 | |
| Dart Resources Pty Ltd | Australia | 100% | 100% |
| * Percentage of voting power is in proportion to ownership | |||
| Note 12 Property, Plant and Equipment |
|||
| Consolidated Group | |||
| 2012 | 2011 | ||
| \$ | \$ | ||
| PLANT AND EQUIPMENT | |||
| Plant and equipment: | |||
| At cost | 144,914 | 97,099 | |
| Accumulated depreciation | (92,599) | (75,339) | |
| 52,315 | 21,760 | ||
| COMPUTER EQUIPMENT & SOFTWARE | |||
| Computer equipment & software | 118,715 | 105,467 | |
| Accumulated depreciation | (92,320) | (78,619) | |
| 26,395 | 26,848 | ||
| MOTOR VEHICLES | |||
| Motor vehicles | 100,811 | 100,810 | |
| Accumulated depreciation | (95,720) | (74,445) | |
| 5,091 | 26,365 | ||
| Total property, plant and equipment | 83,801 | 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 |
(a) Movements in Carrying Amounts
Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year.
| Plant and Equipment \$ |
Computer Equipment & Software \$ |
Motor Vehicle \$ |
Total \$ |
|
|---|---|---|---|---|
| Consolidated Group: | ||||
| Balance at 1 July 2010 | 37,658 | 21,197 | 51,568 | 110,423 |
| Additions | 9,500 | 24,970 | - | 34,470 |
| Depreciation expense | (1,768) | (3,101) | - | (4,869) |
| Depreciation expense capitalised | (23,630) | (16,218) | (25,203) | (65,051) |
| Balance at 30 June 2011 | 21,760 | 26,848 | 26,365 | 74,973 |
| Balance at 1 July 2011 | 21,760 | 26,848 | 26,365 | 74,973 |
| Additions | 47,815 | 13,247 | - | 61,062 |
| Depreciation expense | - | (343) | - | (343) |
| Depreciation expense capitalised | (17,260) | (13,357) | (21,274) | (51,891) |
| Balance at 30 June 2012 | 52,315 | 26,395 | 5,091 | 83,801 |
Note 13 Deferred Exploration and Evaluation Costs
| Consolidated Group | ||
|---|---|---|
| 2012 | 2011 | |
| \$ | \$ | |
| Balance at beginning of financial year | 5,898,385 | 4,350,629 |
| Current year expenditure capitalised | 1,942,596 | 1,548,926 |
| Exploration costs written off | (7,781) | (1,170) |
| Balance at end of year | 7,833,200 | 5,898,385 |
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. A percentage of the CEO's salary and associated costs are capitalised in line with the Company's policy for capitalising costs directly relating to exploration. Broadly the Company has two cost centres, Corporate and Exploration. Where identifiable, costs associated with the Exploration cost centre are capitalised, these costs are annually reviewed for impairment and a charge is made direct to the Income Statement of the Company where an impairment is identified. An impairment of \$7,781 was brought to account for the financial year, the Company still intends to exploit the tennements under its control.
Note 14 Other Assets
| Note | Consolidated Group | ||
|---|---|---|---|
| 2012 | 2011 | ||
| \$ | \$ | ||
| CURRENT | |||
| Prepayment | |||
| Insurance | 28,986 | 17,485 | |
| 28,986 | 17,485 | ||
| NON-CURRENT | |||
| Other receivables | |||
| - Bond Security for exploration tenement licences | 60,828 | 30,000 | |
| - Bond Security for company credit cards | 25,500 | 18,000 | |
| 86,328 | 48,000 | ||
| Note 15 Trade and Other Payables |
|||
| Consolidated Group | |||
| 2012 | 2011 | ||
| \$ | \$ | ||
| CURRENT | |||
| Unsecured liabilities | |||
| Trade payables | 438,583 | 206,795 | |
| Sundry payables and accrued expenses | 105,481 | 195,500 | |
| 544,064 | 402,296 | ||
| Terms and conditions relating to the above financial instruments: |
(i) Trade creditors are non-interest bearing and are usually settled on 30 day terms.
(ii) Other creditors are non-interest bearing and have an average term of 30 days.
Note 16 Provisions
| Consolidated Group | ||
|---|---|---|
| CURRENT | 2012 \$ |
2011 \$ |
| Employee Benefits | ||
| Opening balance at 1 July 2011 | 33,312 | 28,267 |
| Additional provisions | 48,086 | 5,045 |
| Amounts used | (60,289) | - |
| Balance at 30 June 2012 | 21,109 | 33,312 |
Note 17 Issued Capital
| 2011 | |
|---|---|
| \$ | \$ |
| 15,193,057 | 9,812,795 |
| 15,193,057 | 9,812,795 |
| Consolidated Group 2012 |
The company has authorised share capital amounting to 180,937,593 ordinary shares.
| Consolidated Group | ||||||
|---|---|---|---|---|---|---|
| (a) | Ordinary Shares | 2012 | 2011 | |||
| Number | \$ | Number | \$ | |||
| At the beginning of the reporting period | 119,838,316 | 9,812,795 | 88,669,084 | 7,984,615 | ||
| Shares issued during the year | 61,099,277 | 5,694,475 | 31,169,232 | 2,026,359 | ||
| Less transaction costs arising from issue of shares | - | (314,213) | - | (198,179) | ||
| At the end of the reporting period | 180,937,593 | 15,193,057 | 119,838,316 | 9,812,795 |
During the year, the Company issued 33,514,656 fully paid ordinary shares for a consideration of \$3,366,016 through a Share Purchase Plan, 10,000,000 fully paid ordinary shares for a consideration of \$550,000 through a private placement and 15,584,621 for a consideration of \$1,558,459 via the exercise of the Company's formally listed options.
In addition, the Company granted 2,000,000 incentive rights, following share holder approval of the Company's Incentive Rights Plan, to its Managing Director. Each incentive right on exercise carries the right to one fully paid ordinary share in Dart Mining NL. The incentive rights were exercised in October 2011 and 2,000,000 fully paid ordinary shares were issued with a fair value at grant date of \$0.11 per share totalling \$220,000.
(b) Terms and condition of contributed equity
Ordinary shares
Ordinary shares have the right to receive dividends as declared and, in the event of the 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 180,937,593 (2011: 119,838,316) ordinary shares.
(c) Share Options
Options over ordinary shares
During the financial year, the Company issued 3,550,000 unlisted options in lieu of fees for corporate services provided to the Company as follow:
| Expiry Date | Number | Securities | Escrow period | Exercise price |
|---|---|---|---|---|
| 31 December 2013 | 3,350,000 | Unlisted | - | 15c |
| 20 March 2017 | 100,000 | Unlisted | - | 18c |
| 20 March 2017 | 100,000 | Unlisted | - | 22c |
At the end of the financial year, there were 8,550,000 (2011: 20,584,621) unissued ordinary shares in respect of which the following options were outstanding:
| Expiry Date | Number | Securities | Escrow period | Exercise price |
|---|---|---|---|---|
| 31 December 2013 | 8,350,000 | Unlisted | - | 15c |
| 20 March 2017 | 100,000 | Unlisted | - | 18c |
| 20 March 2017 | 100,000 | Unlisted | - | 22c |
Note 18 Expenditure commitments
Under the terms of the exploration tenement licences held by the Group, the Group has a commitment to meet a minimum expenditure requirement in order to keep its rights current. The minimum expenditure requirement is not recognised as a liability in the statement of financial position of the Group as the Group may relinquish its right to a particular tenement thereby removing the requirement to meet the minimum expenditure requirement.
| Consolidated Group 2012 |
2011 | |
|---|---|---|
| \$ | \$ | |
| Exploration expenditure | ||
| Not longer than 1 year | 794,700 | 635,000 |
| Between 1 and 5 years | 794,700 | 875,000 |
| Longer than 5 years | - | - |
| Committed at the reporting date but not recognised as liabilities | 1,589,400 | 1,510,000 |
| Consolidated Group | ||
| 2012 | 2011 | |
| Operating leases | \$ | \$ |
| Leases as lessee | ||
| Non-cancellable operating lease rentals are payable as follows: | ||
| Not longer than 1 year | 10,791 | - |
| Between 1 and 5 years | 2,872 | - |
| Longer than 5 years | - | - |
| 13,663 | - |
During the financial year, the Group entered an operating lease with a term of 2 years. The lease relates to its exploration office at Corryong, North East Victoria.
Note 19 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.
Note 20 Operating Segments
The Group's activities consist of base metal and gold exploration currently in one geographic region, 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 Managing Director that consolidate operations in one segment. Therefore the Group's activities are classed as one business segment and therefore operating results and financial information are not separately disclosed in this note.
Cash Flow Information Note 21
| Note | Consolidated Group | |||
|---|---|---|---|---|
| 2012 | 2011 | |||
| \$ | \$ | |||
| (a) | Reconciliation of Cash Flow from Operations with Loss after Income Tax |
|||
| Loss from ordinary activities after tax | (1,020,091) | (526,388) | ||
| Non-cash flows in operating result | ||||
| Depreciation | 343 | 4,869 | ||
| Exploration cost written off | 7,781 | 1,170 | ||
| Share-based payments | 22 | 149,438 | 75,642 | |
| Changes in assets and liabilities, net of the effects | ||||
| of purchase and disposal of subsidiaries: | ||||
| (Increase)/decrease in trade and other receivables | (94,446) | 15,186 | ||
| (Increase)/decrease in other assets | (11,502) | (2,801) | ||
| Increase/(decrease) in trade payables and accruals | 101,373 | 53,616 | ||
| (Decrease)/ increase in provisions | (12,203) | 5,045 | ||
| Cash flow from operations | (879,307) | (373,661) | ||
| (b) | Reconciliation of cash | |||
| Cash balance comprises: | ||||
| Cash on hand and at call | 1,150,690 | 596,081 | ||
| Term deposits | 2,331,647 | 500,000 | ||
| 3,482,337 | 1,096,081 | |||
| (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. | ||||
| Note 22 | Share-based Payments |
The aggregate share-based payments for the financial year are set out below:
| Consolidated Group | ||||
|---|---|---|---|---|
| 2012 | 2011 | |||
| \$ | \$ | |||
| Details of share-based payments | ||||
| Fair value of incentive rights granted to managing director and chief executive officer | (ii) | 220,000 | 6,290 | |
| Fair value of options granted to directors | - | 25,160 | ||
| Fair value of performance rights or options to be granted to director | (i) | - | 44,192 | |
| Fair value of granted options which is exploration cost in nature being capitalised during the financial year | (ii) | (55,000) | - | |
| Fair value of options granted as share based payments | (iii) | 55,700 | - | |
| Fair value adjustment of options issued as at 30 June 2012 | (71,262) | - | ||
| Expense arising from share-based payments | 149,438 | 75,642 |
- (i) In prior year, remuneration to Mr Ward included an estimated value of \$44,192 for a share-based payment that had not been yet granted and was 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.
- (ii) The Company granted 2,000,000 incentive rights, following share holder approval of the Company's Incentive Rights Plan, to its Managing Director. Each incentive right on exercise carries the right to one fully paid ordinary share in Dart Mining NL. The incentive rights were exercised in October 2011 and 2,000,000 fully paid ordinary shares were issued with a fair value at grant date of \$0.11 per share totalling \$220,000.
- (iii) The Company granted 3,550,000 options to unrelated third parties in lieu of services provided to the Company during the financial year ending 30 June 2012.
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 |
|
|---|---|---|---|---|---|---|
| Christopher J Bain | 1,000,000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15c | 0.629c |
| Dean G Turnbull | 1,000,000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15c | 0.629c |
| Stephen G Poke | 1,000,000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15c | 0.629c |
| Richard G Udovenya | 1,000,000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15c | 0.629c |
No executive options were exercised during the financial year.
The following table shows options over unissued shares held by the former director (resigned 30 May 2011) of the Company at 30 June 2012.
| Grantee | Number | Grant date | Vesting date | Expiry date Exercise price | Fair value at grant date |
|
|---|---|---|---|---|---|---|
| Bernhard R Hochwimmer | 1,000,000 | 26 Nov 2010 | 26 Nov 2010 | 31 Dec 2013 | 15c | 0.629c |
| Third party options | ||||||
| Grantee | Number | Grant date | Vesting date | Expiry date Exercise price | Fair value at grant date |
|
| 3,350,000 | 07 Nov 2011 | 07 Nov 2011 | 31 Dec 2013 | 15c | 1.420c | |
| 100,000 | 20 Mar 2012 | 20 Mar 2012 | 20 Mar 2017 | 18c | 4.500c |
The total fair value of the share options granted during the financial year was \$55,700. 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.
The following inputs were used to calculate the fair value at grant date:
Share price at grant
Exercise price
Expected volatility
Option life
Dividend yield
Risk-free interest rate
Weighted average remaining contractual Life
The share options outstanding at the end of the financial year had a weighted average contractual life of 576 days (2011: 362 days).
Movements in share-based payments options and incentive rights
| Number | 2012 Weighted average exercise price |
Number | 2011 Weighted average exercise price |
|
|---|---|---|---|---|
| Balance at beginning of year | 5,000,000 | 15c | 2,800,000 | 20c |
| Granted with an exercise price of 11c during the year | 2,000,000 | 11c | - | |
| Granted with an exercise price of 15c during the year | 3,350,000 | 15c | 5,000,000 | 15c |
| Granted with an exercise price of 18c during the year | 100,000 | 18c | - | |
| Granted with an exercise price of 22c during the year | 100,000 | 22c | - | |
| Expired during the year | - | (2,800,000) | 20c | |
| Exercised during the year | (2,000,000) | 11c | - | |
| Balance at end of year | 8,550,000 | 5,000,000 | ||
| Exercisable at end of year | 8,550,000 | 5,000,000 |
There were no performance rights on issue on 30 June 2012.
Note 23 Events After the Reporting Period
No 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.
Related Party Transactions Note 24
(a) The Group's main related parties are as follows:
i. Key Management Personnel:
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity are considered key management personnel.
For details of disclosures relating to key Management Personnel, refer to Note 6: Key management personnel compensation.
ii Other Related Parties
Other related parties include entities controlled by the ultimate parent entity and entities over which key management personnel have joint control.
(b) Transactions with related parties:
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
The following transactions occurred with related parties:
| Consolidated Group | |||
|---|---|---|---|
| 2012 | 2011 | ||
| \$ | \$ | ||
| i. | Director related entities | ||
| - | Professional fees paid to ResourcesLaw International, of which Mr Udovenya is a member. | 22,025 | 42,434 |
| Directors fees payable to Mr Udovenya was also paid to ResourcesLaw International. | 40,000 | 35,000 | |
| - | Consultancy fees paid to North East Geological Contractors Pty Ltd, a Company of which Mr Turnbull is a director and shareholder. |
27,000 | 27,000 |
| - | Professional fees paid to Draffin Walker Pty Ltd, a Company of which Mr Draffin is a director and | ||
| shareholder. | 57,175 | 7,000 | |
| - | Drilling services fee paid to Edrill Pty Ltd, a Company of which Mr Poke is a part owner. | - | 286,650 |
| (c) Amount due to related parties as at 30 June 2012: | |||
| Draffin Walker & Co. | 20,260 | 7,000 | |
(d) Other transactions and balances with key management personnel:
There were no related party transactions other than those described in Note 24 (b) & (c).
Note 25 Financial Risk Management
The Group's financial instruments consist mainly of deposits with banks, short-term investments, receivables and trade and other payables.
The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows:
| Consolidated Group | ||||
|---|---|---|---|---|
| 2012 | 2011 | |||
| Note | \$ | \$ | ||
| Financial Assets | ||||
| Cash and cash equivalents | 9 | 3,482,337 | 1,096,081 | |
| Other receivables | 10 | 139,975 | 45,529 | |
| Other non-current receivables | 14 | 86,328 | 48,000 | |
| Total Financial Assets | 3,708,640 | 1,189,610 |
Financial Liabilities
| Financial liabilities at amortised cost | |||
|---|---|---|---|
| — Trade and other payables |
15 | 544,064 | 402,296 |
| Total Financial Liabilities | 544,064 | 402,296 | |
a. 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.
b. Liquidity risk
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.
The following table details the Group's remaining contractual maturity for its financial liabilities:
| Within 1 Year | 1 to 5 years | Over 5 years | Total | |||||
|---|---|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | |
| Consolidated Group | \$ | \$ | \$ | \$ | \$ | \$ | \$ | \$ |
| Financial liabilities due for payment | ||||||||
| Trade and other | ||||||||
| payables | 544,064 | 402,296 | - | - | - | - 544,064 |
402,296 | |
| Total contractual | ||||||||
| outflows | 544,064 | 402,296 | - | - | - | - 544,064 |
402,296 |
The following table details the Group's remaining contractual maturity for its financial assets:
| 2011 |
|---|
| \$ |
| 596,081 |
| 48,000 |
| 500,000 |
| 45,529 |
| 1,189,610 |
| 787,314 |
c. Market Risk
i. Interest rate risk
The Group's exposure to market risk primarily consist of financial risks associated with changes in interest rates as detailed below. 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.
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 has 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 \$3,946 or increase by \$3,946. (2011 increase by \$3,894 or decrease by \$3,894). This is mainly due to the Group's exposure to variable interest rates on cash and cash equivalents.
d. Fair Values
The directors 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.
Fair value estimation
The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying amounts as presented in the statement of financial position. Fair value is the amount at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.
Fair values derived may be based on information that is estimated or subject to judgment, where changes in assumptions may have a material impact on the amounts estimated. Areas of judgment and the assumptions have been detailed below. Where possible, valuation information used to calculate fair value is extracted from the market, with more reliable information available from markets that are actively traded. In this regard, fair values for listed securities are obtained from quoted market bid prices. Where securities are unlisted and no market quotes are available, fair value is obtained using discounted cash flow analysis and other valuation techniques commonly used by market participants.
Differences between fair values and carrying amounts of financial instruments with fixed interest rates are due to the change in discount rates being applied by the market since their initial recognition by the Group. Most of these instruments, which are carried at amortised cost (ie term receivables, held-to-maturity assets, loan liabilities), are to be held until maturity and therefore the fair value figures calculated bear little relevance to the Group.
| Note | 2012 | 2011 | |||
|---|---|---|---|---|---|
| Consolidated Group | Carrying Amount \$ |
Fair Value \$ |
Carrying Amount \$ |
Fair Value \$ |
|
| Financial assets | |||||
| Cash and cash equivalents | (i) | 1,150,690 | 1,150,690 | 596,081 | 596,081 |
| Trade and other receivables | (i) | 86,328 | 86,328 | 48,000 | 48,000 |
| Other non-interest bearing receivables | (i) | 139,975 | 139,975 | 45,529 | 45,529 |
| Investments - held-to-maturity | (ii) | 2,331,647 | 2,331,647 | 500,000 | 500,000 |
| Total financial assets | 3,708,640 | 3,708,640 | 1,189,610 | 1,189,610 | |
| Financial liabilities | |||||
| Trade and other payables | (i) | 544,064 | 544,064 | 402,296 | 402,296 |
| Total financial liabilities | 544,064 | 544,064 | 402,296 | 402,296 |
The fair values disclosed in the above table have been determined based on the following methodologies:
(i) Cash and cash equivalents, trade and other receivables, non-interest bearing receivables and trade and other payables are short-term instruments in nature whose carrying amount is equivalent to fair value. Trade and other payables excludes amounts provided for annual leave, which is outside the scope of AASB 139.
(ii) Fair values of held-to-maturity investments are based on closing quoted bid prices at the end of the reporting period.
Financial Instruments Measured at Fair Value
The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the following levels:
-
quoted prices in active markets for identical assets or liabilities (Level 1)
-
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and
-
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
Consolidated Group Level 1 Level 2 Level 3 Total Financial assets: \$ \$ \$ \$ Held-to-maturity investments: - fixed interest term deposits - 2,331,647 - 2,331,647 - 2,331,647 - 2,331,647 Level 1 Level 2 Level 3 Total Financial assets: \$ \$ \$ \$ Held-to-maturity investments: - fixed interest term deposits - 500,000 - 500,000 - 500,000 - 500,000 2012 2011
No transfers between the levels of the fair value hierarchy occurred during the current or previous reporting period.
Reserves Note 26
| Consolidated Group | ||
|---|---|---|
| 2012 \$ |
2011 \$ |
|
| Option Reserve | ||
| Balance at beginning of financial year | 75,642 | 231,310 |
| Reclassified to accumulated loss | - | (231,310) |
| 3,350,000 options granted at a fair value of 1.42 cents per option to an unrelated third party on 7 November 2011 | 47,570 | - |
| 100,000 options granted at a fair value of 4.50 cents per option to an unrelated third party on 20 March 2012 | 4,500 | - |
| 100,000 options granted at a fair value of 3.63 cents per option to an unrelated third party on 20 March 2012 | 3,630 | - |
| 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 |
| Fair value adjustments for options issued as at 30 June 2012 | (71,262) | - |
| Balance at end of financial year | 60,080 | 75,642 |
The reserve arises on the grant of share options to third parties and executives as equity-based payments.
A fair value adjustment of \$44,192 was made to 6,000,000 performance rights recorded in the Option Reserve at 30 June 2011. At the date of this report no Incentive Rights are on issue therefore no fair value can be attributed to them resulting in the adjustment.
Note 27 Company Details
Dart Mining NL Level 2 The registered office of the company is: 395 Collins Street Melbourne VIC 3000
395 Collins Street Melbourne VIC 3000 Dart Mining NL Level 2 The principal places of business are:
In accordance with a resolution of the directors of Dart Mining NL, the directors of the company declare that:
-
- the financial statements and notes, as set out on pages 15 to 39, are in accordance with the Corporations Act 2001 and:
- (a) comply with Accounting Standards, which, as stated in accounting policy note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards (IFRS); and
- (b) give a true and fair view of the financial position as at 30 June 2012 and of the performance for the year ended on that date of the consolidated group;
-
- in the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable;
-
- the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer.
The company and a wholly-owned subsidiary, Dart Resources Pty Ltd, have entered into a deed of cross guarantee under which the company and its subsidiary guarantee the debts of each other.
At the date of this declaration, there are reasonable grounds to believe that the companies which are party to this deed of cross guarantee will be able to meet any obligations or liabilities to which they are, or may become subject to, by virtue of the deed.
Melbourne, 6 August 2012 Director Christopher J Bain




DART MINING NL ABN: 84 119 904 880 AND CONTROLLED ENTITIES ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
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 3 August 2012.
- Shareholding
a. Distribution of Shareholders
| No. of Ordinary | ||
|---|---|---|
| Category (size of holding) | No. of Holders | Shares |
| 1 – 1,000 | 42 | 7,505 |
| 1,001 – 5,000 | 100 | 393,907 |
| 5,001 – 10,000 | 246 | 2,190,653 |
| 10,001 – 100,000 | 718 | 28,889,440 |
| 100,001 – and over | 280 | 149,456,088 |
| 1,386 | 180,937,593 |
b. The number of shareholdings held in less than marketable parcels is 152 (2011: 138) with a combined total of 453,465 securities (2011: 611,729).
c. The names of the substantial shareholders listed in the holding company's register are:
| No. of Ordinary | Percentage of | |
|---|---|---|
| Shareholder | Shares | Issued Capital |
| R Simpson, E Simpson and M Simpson | 11,967,963 | 6.50% |
d. Voting Rights
All shares carry one vote per share without restriction.
e. 20 Largest Shareholders — Ordinary Shares
| Number of Ordinary | % Held | ||||
|---|---|---|---|---|---|
| Fully Paid Shares | of Issued | ||||
| Name | Held | Ordinary Capital | |||
| 1 | MR RUSSELL SIMPSON & MRS ELIZABETH SIMPSON & MS MEREDITH SIMPSON <rimered SUPER FUND A/C></rimered |
9,646,235 | 5.33% | ||
| 2 | W & E MAAS HOLDINGS PTY LIMITED | 6,045,000 | 3.34% | ||
| 3 | CITICORP NOMINEES PTY LIMITED | 5,336,462 | 2.95% | ||
| 4 | NORTH EAST GEOLOGICAL CONTRACTORS PTY | 4,822,500 | 2.67% | ||
| 5 | MR PHILIP ALAN KENNETH NAYLOR & MRS ANDREA NAYLOR |
4,000,000 | 2.21% | ||
| 6 | SPECIALISED ALLOYS SERVICES PTY LTD | 3,250,600 | 1.80% | ||
| 7 | B HOCHWIMMER & ASSOCIATES PTY LTD |
3,250,483 | 1.80% | ||
| 8 | J BARLOW CONSULTANTS PTY LTD | 2,666,666 | 1.47% | ||
| 9 | GRANITE HILLS (VICTORIA) PTY LTD | 2,611,666 | 1.44% | ||
| 10 | GONCANG PTY LTD <dga superannuationFUND A/C> | 2,500,000 | 1.38% | ||
| 11 | TESANEER PTY LTD | 2,425,000 | 1.34% | ||
| 12 | MR RUSSELL MCLARTY SIMPSON & MRS | ||||
| ELIZABETH VERNON SIMPSON & MS MEREDITH HILARY SIMPSON |
2,321,728 | 1.28% | |||
| 13 | MR ERROL GIUSEPPE ROBERTSON | 2,050,000 | 1.13% | ||
| 14 | STRATH DEE PTY LTD | 2,000,000 | 1.11% | ||
| 14 | LINDSAY WARD | 2,000,000 | 1.11% | ||
| 15 | BFJ CAPITAL PTY LTD | 1,550,000 | 0.86% | ||
| 16 | MR ANDREW MATTHEW CAMERON & MRS | ||||
| GWENETH MARSH CAMERON & MRS FIONA | 1,500,000 | 0.83% | |||
| CRICHTON BARCLAY <est hugh="" l<="" late="" td=""> |
DART MINING NL ABN: 84 119 904 880 AND CONTROLLED ENTITIES ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES
e. 20 Largest Shareholders — Ordinary Shares (con't)
| Name | Number of Ordinary | % Held | |
|---|---|---|---|
| 16 | MR MICHAEL ANDREW PAJMON | 1,500,000 | 0.83% |
| 17 | M F CUSTODIANS LTD | 1,393,971 | 0.77% |
| 18 | MR IAN MCMILLAN HALLIDAY & MRS HELEN MCPHERSON HALLIDAY <nardana fundA/C> |
1,276,363 | 0.71% |
| 19 | DOLIVER SUPER PTY LTD <doliver fundA/C> | 1,271,757 | 0.70% |
| 20 | HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED | 1,250,256 | 0.69% |
| 64,668,687 | 35.74% |
f. Options on Issue
The following unlisted options are on issue and remain outstanding at the date of this report
- 8,350,000 options exercisable on or before 31 December 2013 at an exercise price of 15 cents;
- 100,000 options exercisable on or before 20 March 2017 at an exercise price of 18 cents; and
- 100,000 options exercisable on or before 20 March 2017 at an exercise price of 22 cents.
2 Other Disclosures
Tenement Schedule
| Tenement Number EL4724 |
Licenced Holder Dart Mininig NL |
Name & region of subject of licence Buckland, north-east Victoria including Fairleys prospect |
|---|---|---|
| EL4726 | Dart Mininig NL | Dart, north-east Victoria including Mountain View, Elliot, Morgan and Unicorn prospects |
| EL5058 | Dart Mininig NL | Cudgewa and Koetong, north-east Victoria abutting Dart EL |
| ELA5131 | Dart Mininig NL | Bunroy, north-east Victoria abutting Dart EL |
| ELA5132 | Dart Mininig NL | Boebuck, north-east Victoria abutting Dart EL |
| ELA5194 | Dart Mininig NL | Mt. Alfred, north-east Victoria abutting Dart EL |