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DEVELOP GLOBAL LIMITED — Annual Report 2015
Oct 26, 2015
64801_rns_2015-10-26_25d3785f-73b7-49c7-9c1e-89038ea60987.pdf
Annual Report
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2015 ANNUAL REPORT
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CORPORATE DIRECTORY
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CHAIRMAN’S REPORT
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TABLE OF CONTENTS
Chairman’s Report .......................................................................................................................................1 Review of Operations ..................................................................................................................................2 Mineral Resources and Ore Reserves Statement ............................................................................................7 Schedule of Tenement Interests .....................................................................................................................9 Directors’ Report .......................................................................................................................................10 Auditor’s Independence Declaration ........................................................................................................... 17 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Year Ended 30 June 2015 .. 18 Consolidated Statement of Financial Position as at 30 June 2015 ................................................................. 19 Consolidated Statement of Financial Position as at 30 June 2015 ................................................................. 19 Consolidated Statement of Changes in Equity for the Year Ended 30 June 2015 ...........................................20 Consolidated Statement of Cash Flows for the Year Ended 30 June 2015 ..................................................... 21 Notes to the Financial Statements ...............................................................................................................22 Directors’ Declaration ................................................................................................................................43 Independent Audit Report ..........................................................................................................................44 Supplementary Information ........................................................................................................................46
CORPORATE DIRECTORY
Anthony Kiernan Non-Executive Chairman John Nitschke Non-Executive Director Anthony Reilly Non-Executive Director Darren Stralow Non-Executive Director
QUOTED SECURITIES
ASX Code: VXR Shares
AUDITORS
BDO Audit (WA) Pty. Ltd. 38 Station Street Subiaco 6008 Western Australia
COMPANY SECRETARY
Trevor Hart
REGISTERED OFFICE/ PRINCIPAL PLACE OF BUSINESS
SHARE REGISTRY
Level 2
Advanced Share Registry 150 Stirling Highway Nedlands 6009 Western Australia Tel: (61 8) 9389 8033 Fax: (61 8) 9389 7871
91 Havelock Street West Perth 6005 Western Australia Tel: (61 8) 6389 7400 Fax: (61 8) 9463 7836
ABN
28 122 180 205
WEBSITE
www.venturexresources.com
Cover (right to left): 1 Sulphur Springs Outcrop 2 Drilling at Sulphur Springs 3 Field work at Sulphur Springs
Dear Shareholders
On behalf of the Board, I am pleased to present the 2015 Annual Report for Venturex Resources Limited (“Venturex” or “the Company”).
Notwithstanding a challenging year for natural resource businesses, Venturex has achieved significant milestones in its goal of developing a significant copper and zinc production centre in the Pilbara region of Western Australia.
The Company has continued to review the 2012 Feasibility Study and mining plan including initiatives to reduce the required capital. This optimisation study has identified a number of opportunities to materially improve the financial outcome of the Feasibility Study. These include the potential for initial open cut mining operations at Sulphur Springs as opposed to commencing underground, reducing implementation costs by deferring some initial aspects of mine development, further optimising the process plant using conventional tailings disposal and rationalising some project infrastructure.
Cash flow was achieved during the year following the successful refurbishment of an existing five tonne per day SX-EW treatment facility and reprocessesing of the existing heap leach pads to produce Copper Cathode. This has been done under an agreement with private mining group, Blackrock Metals pursuant to which Venturex granted Blackrock access rights to the existing Whim Creek oxide copper processing site. Under the agreement with Blackrock, Venturex receives a 15% Net Profit Interest which commenced being payble after the initial capital cost is recovered by Blackrock. The first payment was received in the third quarter of the 2015FY for the December 2014 quarter.
Despite volatility in both the global markets and base metal prices, the long term outlook for copper, and in particular zinc, remains positive with continued demand growth and production shortfalls forecast. The Company is well positioned to benefit from any medium term positive movements in the outlook for base metal prices and beneficial foreign exchange rates.
Exploration continued in the Pilbara region endeavouring to unlock further potential in the Company’s extensive tenement holdings. Application of innovative exploration technologies has provided considerable advancements in the understanding of the Company’s exploration portfolio.
Additionally, we continue to review the strategic exploration ground holding surrounding the established copper-zinc resources of over 600,000 tonnes of copper metal equivalent spread over several established VMS districts.
The Company completed the closure of its Brazil activities with the sale of its wholly owned
subsidiary CMG Mineração Ltda. to a private group in Brazil.
On behalf of the Board, I would like to thank all Venturex staff for their ongoing dedication and hard work in a difficult market under the leadership of former Managing Director, Michael Mulroney. I would also like to record the efforts of Non-executive Director John Nitschke for stepping in to an interim executive role.
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TONY KIERNAN CHAIRMAN
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30th September 2015
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2015 ANNUAL REPORT
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VENTUREX RESOURCES LIMITED
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REVIEW OF OPERATIONS
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REVIEW OF OPERATIONS
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AUSTRALIA – PILBARA COPPER-ZINC
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The capital and operating costs for the Project are also being reviewed to reflect current market prices.
The optimisation study is expected to deliver a significant reduction in pre-production capital and with the improved recovery of Resource by the open pit and inclusion of Kangaroo Caves have a life in excess of the 8.5 years contemplated in the 2012 Feasibility Study. The results of the optimisation study are expected to assist the Company as it continues to explore a range of financing options with potential funding providers in difficult market conditions aimed at ensuring that the development of the Project delivers appropriate returns to Shareholders.
PILBARA COPPER-ZINC PROJECT
The Company’s long-term strategy is to develop a significant copper–zinc production centre in the Pilbara region of Western Australia (Figure 1).
The Pilbara Copper-Zinc Project involves the establishment of a new processing facility at Sulphur Springs with ore sourced from the Company’s Sulphur Springs, Kangaroo Caves, Mons Cupri and Whim Creek Deposits. The Feasibility Study on the Project delivered in 2012 was based on construction of a 1.0 million tonne per annum (tpa) conventional flotation treatment plant at Sulphur Springs which is forecast to produce high grade copper and zinc concentrates containing an average payable metal production of 16,400tpa copper (Cu), 30,000tpa zinc (Zn) and 250,000ozs pa of silver (Ag) for at least 8.5 years.
Whim Creek Site Activities
The Processing and Access agreement with Blackrock Metals Pty. Ltd. (“Blackrock”) provides for the reprocessing of the existing Whim Creek oxide copper heap leach pads. Under the agreement, Blackrock will pay to Venturex a fee calculated on a 15% Net Profit Interest.
During the year Blackrock successfully recommissioned the treatment facility and then having repaid the cost of refurbishment from operating profits, paid to Venturex its first payment in the December 2014 quarter. Blackrock will now pay a fee based on the 15% Net Profit Interest calculation to Venturex going forward.
Since the completion of the 2012 Feasibility Study, the Company has acquired the Kangaroo Caves deposit and there has been significant infrastructure development that has taken place within the Sulphur Springs Project area, including the development by Altas Iron of the Abodos Haul Road on Miscellaneous Licences owned by Venturex. This road is within 8 km of the proposed plant site which has greatly improved access to this site. The agreement the Company has with Atlas allows Venturex to use the road after payment of a one off contribution fee, and sharing on going road maintenance costs.
During the year the operation produced a total of 1,075 tonnes of cathode copper, bringing the total production to 1,235 tonnes (Table 1) with Venturex’s net profit interest earning the Company a total of $308,000 in revenue.
TOTAL PRODUCTION
Beyond the proposed development at Sulphur Springs, the Company holds other existing resources at Salt Creek and Evelyn (Liberty-Indee) which could be used for additional mill feed. In addition, the Company believes there is excellent exploration potential within the Company’s tenement portfolio for additional base metal discoveries and potentially additional future ore supply for the processing hub at Sulphur Springs.
| TOTAL PRODUCTION | TOTAL PRODUCTION | TOTAL PRODUCTION | TOTAL PRODUCTION | TOTAL PRODUCTION | TOTAL PRODUCTION | TOTAL PRODUCTION |
|---|---|---|---|---|---|---|
| 31 Mar 2014 Qtr |
30 June 2014 Qtr |
30 Sept 2014 Qtr |
31 Dec 2014 Qtr |
31 Mar 2015 Qtr |
30 June2015 Qtr |
|
| Tonnes Produced |
80 | 80 | 140 | 370 | 170 | 395 |
| NPI $ | - | - | - | $45,000 | - | $263,000 |
Project Activities
Following the granting of all necessary Federal, State Government and agency approvals for the development of the Pilbara Copper-Zinc Project during last year, the Company’s attention has been focused on reoptimisation of the Project. The Company is undertaking a detailed review of the 2012 Feasibility Study, focusing on reducing preproduction expenditure and simplifying the proposed project. Key areas the Company is looking to optimise include:
Table 1: Total Production
The Company has been impressed with the professionalism of Blackrock in re-establishing the operation, and bringing it to profitability. Whilst it is not possible for the Company to predict with any certainty the total metal to be recovered from the operation, or revenue that will accrue to the Company, the revenue provided to date is a significant boost to the Company’s finances during a period when access to equity markets to raise funds is limited. To date the revenue received has been used to fund the optimisation study on the Pilbara Copper-Zinc Project.
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Ø A revised mine plan based on mining the top section of the Sulphur Springs Resource using an open pit.
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Ø Use of conventional tailings placement.
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Ø Revised crushing grinding, flotation and thickening circuits.
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Ø Revised infrastructure requirements.
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Ø Bringing the Kangaroo Caves Deposit into the mining inventory.
The Company is working closely with Blackrock looking at ways to improve the copper recovery and extend the life of the operation. Blackrock recently completed a trial series of bore holes on one of the cells into the bottom lift of the heap in order to inject solution deeper to irrigate material that the surface sprays would not necessarily penetrate. It will take one to two months to determine if the trial is successful, if production increases a systematic bore hole injection program will be undertaken. The Company is also investigating additional sources of oxide copper ore that may be used to extend the life of the operation.
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EXPLORATION
Pilbara
The Company’s extensive tenement portfolio in the West Pilbara encompasses three significant geological regions that are highly prospective for volcanogenic massive sulphide (VMS) copper-zinc deposits. Venturex currently controls approximately 60 strike kilometres of prospective target geology across the Sulphur Springs, Whim Creek and Liberty-Indee Joint Venture Project areas.
The three key regions held by the Company with demonstrated potential and known VMS deposits are: Sulphur Springs (Sulphur Springs, Kangaroo Caves), Whim Creek (Whim Creek, Mons Cupri, Salt Creek) and Liberty-Indee (Evelyn). These deposits offer strong exploration opportunities with most systems still open ended. In addition, the surrounding areas contain many identified targets including areas where initial exploration has achieved widespread drilling intersections of moderate to high grade mineralisation at shallow depths that remain to be fully evaluated. This growing portfolio of exploration opportunities even includes areas with long exploration and mining histories such as the Whim Creek/Mons Cupri region, where exploration below a depth of 200 metres is limited.
The Company’s exploration program during the last year included a detailed review of past exploration activities to determine if targets had been adequately tested, and the application of pima spectral scanning designed to fingerprint existing deposits to assist in future exploration drilling target generation.
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Figure 1: Pilbara Copper-Zinc Project Location Plan
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REVIEW OF OPERATIONS
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Sulphur Springs Project
Sulphur Springs
Recent modelling indicates that the Sulphur Springs deposit remains open at depth with limited drilling below the existing resource boundary. The adjacent Bledisloe prospect, with scattered zinc and copper intersections located 600 metres to the west and within the same geological setting as the main Sulphur Springs mineralisation provides an attractive opportunity to extend the existing mineralisation.
Kangaroo Caves
The Kangaroo Caves Copper-Zinc deposit (Figure 2) is located 7 kilometres southeast of the Sulphur Springs deposit.
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Figure 2: Pilbara Copper-Zinc Project Overview
During the year the Company completed pima spectral scanning on a number of current and historical drill holes to assist with the geological modelling of the deposit. Additionally, historical drill data from the deposit was validated to the requirements of the JORC Code (2012) so a revised resource estimate could be prepared incorporating the Company’s 2013 drill program.
Subsequent to the end of the reporting period Hardrock Solutions Pty. Ltd. were engaged to remodel the deposit and calculated the resource of 3.55mt grading at 6% Zn, 0.77% Cu and 15.2 g/t Ag (Table 2) . Refer Venturex Resources ASX Announcement released 22nd September 2015.
| KANGAROO CAVES MINERAL RESOURCE | KANGAROO CAVES MINERAL RESOURCE | KANGAROO CAVES MINERAL RESOURCE | KANGAROO CAVES MINERAL RESOURCE | KANGAROO CAVES MINERAL RESOURCE |
|---|---|---|---|---|
| Tonnes M’tonnes |
Zn% | Cu% | Ag ppm | |
| Indicated | 2.25 | 5.7 | 0.93 | 13.6 |
| Inferred | 1.30 | 6.5 | 0.5 | 18.0 |
| Total | 3.55 | 6.0 | 0.77 | 15.2 |
Table 2: Kangaroo Caves Resource Estimate
The contained metal of economic value is estimated to be 212,750 tonnes of Zinc, 27,425 tonnes of Copper and 1,733,000 ounces of Silver.
This resource is being incorporated into the revised mine plan for the Pilbara Copper-Zinc Project which is part of the optimisation study currently underway.
Regional Exploration
The Company continued to access the potential of the Breakers, Man O’ War, Anomaly 45 and Jamesons Prospects that were acquired last year. The prospects are located between 13 and 20 km from the proposed Pilbara Copper-Zinc Processing plant and offer potential sources of additional mill feed. Each prospect is hosted by a suite of altered tholeiitic rhyolitic volcanics and volcanoclastic units situated beneath the regional Marker Cher horizon.
A detailed review of past exploration on each of the targets and field recognisance was undertaken. In order to secure long term title to the prospects, the Company pegged two mining licences, one covering the Breakers to Anomaly 45 trend and the other over the Jamesons Prospect. These applications are currently being processed by the Department of Mines (Figure 3).
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Figure 3: Sulphur Springs Project
The revised resource model has highlighted a number of areas within the deposit where additional drilling is required which may lead to an increase in the overall resource of the deposit.
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REVIEW OF OPERATIONS
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MINERAL RESOURCES AND ORE RESERVES STATEMENT
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Whim Creek Project
Whim Creek is located 120 kilometres southwest of Port Hedland and the Company’s tenement holdings straddle the sealed North West Coastal Highway (Figure 4).
South of the highway, the Whim Creek Belt comprises a 12 kilometre long sequence of volcanics and associated sediments which are host to the existing copper-zinc-silver deposits at Whim Creek and Mons Cupri.
These sulphide resources are included in the mine plan of the current 2012 Feasibility Study.
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Figure 4: Whim Creek Belt Overview
To the north of the highway in the Salt Creek area, a 15 kilometre long equivalent geological sequence hosts the high-grade Salt Creek copper-zinc-lead-silver-gold deposit and the high priority ACL prospect.
Recent exploration at Whim Creek and Salt Creek has focused on the systematic review and re-interpretation of the existing deposits and exploration targets using a combination of detailed geochemical, geophysical and spectral analysis. In addition, the Company completed a detailed review of historical exploration reports stored in the Western Australian Mineral Exploration Index (WAMEX). This work has involved digitising historical plans, fact maps and drill logs and assay logs that had not previously been collated into the database. Data from a large number of geophysical programs undertaken by previous explorers have been recovered.
The data has been reviewed by the Company’s geophysical consultant to access its quality and the
adequacy of the analysis carried out on it in light of recent advances in geophysical techniques.
This information is being fed back into the Company targeting models in order to define areas for additional
exploration.
The review work has also assisted the Company in rationalising the tenement portfolio. The Company was able to realise $400,000 from the sale of non-core tenements to Rutila Resources Ltd. who are constructing the nearby Balla Balla Port facility.
Liberty-Indee Joint Venture (VXR 70%, up to 90%)
The Company did not complete any additional exploration work on the joint venture tenements during the year. Work on the Project was restricted to accessing the results of the 2014 drilling program, and integrating recently acquired ground magnetic data with existing geophysical datasets.
Brazil
During the year, the Company closed its Brazil operation and surrendered or sold the tenements to local parties. Whilst the Company was encouraged by the results obtained from the project to date, in the current market maintaining this project was a significant financial drain on the Company’s resources. As the project was a non-core asset with no immediate avenue to a cash flow, the Board reluctantly made the decision to divest the project on the best possible terms. The Company does not retain any ongoing exposure to Brazil.
This Mineral Resources and Ore Reserves Statement have been prepared according to the JORC Code (2012). For the JORC Code (2012) Notes accompanying the Resources and Reserves Statement and Exploration Results are referred in the Venturex Resources Limited ASX announcement dated 22 September 2015.
Mineral Resources
The Mineral Resources Statement for the Pilbara Copper-Zinc Project has been modified to reflect the change in the mineral resource for the Kangaroo Caves Deposit which was announced to the ASX on the 22[rd] September 2015. There have been no other changes to the mineral resources for the other deposits listed in the table below:
| MINERAL RESOURCES | MINERAL RESOURCES | MINERAL RESOURCES | ||||||
|---|---|---|---|---|---|---|---|---|
| Location | JORC Classification |
Tonnes ('000t) |
Cu % | Zn % | Pb % | Ag g/t | Au g/t | |
| Measured | - | - | - | - | - | - | ||
| lh i | Indicated | 8,300 | 2.0 | 5.5 | 0.3 | 22.3 | - | |
| Supur Sprngs | Inferred | 4,531 | 0.7 | 1.5 | 0.1 | 8.9 | - | |
| Sub-total | 12,831 | 1.5 | 4.1 | 0.2 | 17.6 | - | ||
| Measured | - | - | - | - | - | - | ||
| Kangaroo Caves | Indicated | 2,250 | 0.9 | 5.7 | 0.3 | 13.6 | - | |
| Inferred | 1,300 | 0.5 | 6.5 | 0.4 | 18.0 | - | ||
| Sub-total | 3,550 | 0.8 | 6.0 | 0.3 | 15.2 | - | ||
| Whim Creek | Measured | - | - | - | - | - | - | |
| Indicated | 967 | 2.1 | 1.1 | 0.2 | 10.3 | 0.1 | ||
| Inferred | 4 | 0.5 | 2.3 | 0.6 | 13.9 | 0.1 | ||
| Sub-total | 972 | 2.1 | 1.1 | 0.2 | 10.3 | 0.1 | ||
| Measured | 1,273 | 1.5 | 1.7 | 0.8 | 41.1 | 0.3 | ||
| Mons Cupri | Indicated | 3,286 | 0.7 | 1.1 | 0.4 | 17.7 | 0.1 | |
| Inferred | 48 | 0.7 | 0.6 | 0.1 | 9.0 | 0.0 | ||
| Sub-total | 4,607 | 0.9 | 1.3 | 0.5 | 24.1 | 0.1 | ||
| Measured | - | - | - | - | - | - | ||
| Zn | Indicated | 475 | 0.2 | 14.1 | 4.4 | 107.1 | 0.5 | |
| Salt Creek |
Cu | Indicated | 423 | 3.7 | 0.9 | 0.1 | 2.7 | 0.1 |
| Inferred | 105 | 3.5 | 0.1 | 0.0 | 1.5 | 0.0 | ||
| Zn/Cu | Sub-total | 1,003 | 2.0 | 7.0 | 2.1 | 52.0 | 0.3 | |
| Liberty-Indee (VXR 70%) |
Measured | - | - | - | - | - | - | |
| Indicated | 453 | 2.2 | 4.5 | 0.4 | 42.0 | 0.9 | ||
| Inferred | 204 | 1.0 | 1.8 | 0.2 | 22.4 | 0.4 | ||
| Sub-total | 657 | 1.8 | 3.7 | 0.3 | 35.9 | 0.8 | ||
| Measured | 1,273 | 1.5 | 1.7 | 0.8 | 41.1 | 0.3 | ||
| TOTAL | Indicated | 16,155 | 1.6 | 4.5 | 0.4 | 22.0 | 0.1 | |
| Inferred | 6,192 | 0.7 | 2.5 | 0.2 | 11.1 | 0.0 | ||
| Total Resources | 23,620 | 1.3 | 3.8 | 0.4 | 20.2 | 0.3 |
Table 3: Mineral Resources Statement
NOTE: Rounding errors may occur
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MINERAL RESOURCES AND ORE RESERVES STATEMENT
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SCHEDULE OF TENEMENT INTERESTS
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Ore Reserves
The Ore Reserve Statement for the Pilbara Copper-Zinc Project at 30 June 2015 remained unchanged. The ore reserve statement is based on the Feasibility Study completed by the Company during 2012.
ORE RESERVES
| ORE RESERVES | ORE RESERVES | ORE RESERVES | ORE RESERVES | ORE RESERVES | ORE RESERVES | ORE RESERVES | ORE RESERVES |
|---|---|---|---|---|---|---|---|
| Location | JORC Classification |
Tonnes ('000t) |
Cu % | Zn % | Pb % | Ag g/t | Au g/t |
| Whim Creek | Probable | 221 | 2.7 | 1.3 | 0.7 | 47.1 | 0.3 |
| Mons Cupri | Probable | 951 | 0.9 | 1.3 | 0.5 | 24.1 | 0.1 |
| Sulphur Springs | Probable | 7,200 | 1.8 | 4.3 | 0.1 | 18.5 | 0.0 |
| Total | 8,372 | 1.8 | 4.0 | 0.3 | 21.4 | 0.1 |
Table 4: Ore Reserves Statement
NOTE: Rounding errors may occur
COMPETENCY STATEMENT
The information relating to the Mineral Resources within the Kangaroo Caves Deposit was prepared by Mr David Milton, Technical Manager of Hardrock Integrated Mining Solutions Pty. Ltd. All material and technical parameters underpinning the estimate was released to the market in the ASX announcement titled “Kangaroo Caves Resource Upgrade” dated 22nd September 2015.
All material and technical parameters underpinning the estimated relating to the Mineral Resources for the other Deposits mentioned in Table 3 , and Ore Reserves mentioned in Table 4 was detailed in the Company’s ASX announcement titled “Company Resource and Reserve Statement as at 30th September 2013” which was released to the market on the 8th October 2013. The Company is not aware of any new information or data that materially affects the Mineral Resources or Ore Reserves for the deposits since the date of the release.
The exploration data, and other technical data presented in this report was compiled by Mr James Guy. Mr Guy is engaged by the Company as Consultant Exploration Manager.
Both Mr Milton and Mr Guy are members of the Australian Institute of Mining at Metallurgy and have sufficient experience in the style of mineralisation under consideration and the activities undertaken to qualify as Competent Person as defined by the JORC Code (2012) of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Both Mr Milton and Mr Guy give their consent to the inclusion in this report of their information in the form and context in which it appears.
As at 23[rd] September 2015, mineral exploration tenements applied for or granted to the Company, or mineral exploration tenements in which the Company has an interest are as follows:
| Area of Interest | Tenements | Group Entity’s Interest |
|---|---|---|
| Liberty-Indeed Project | E47/1209 | 70% (90% on decision to mine) |
| Liberty-Indee Project | M47/1455 | 70% (90% on decision to mine) |
| Sherlock Project | E47/1796 | 70% (90% on decision to mine) |
| Whim Creek Project | E47/976 | 100% |
| Whim Creek Project | M47/236 | 100% |
| Whim Creek Project | M47/237 | 100% |
| Whim Creek Project | M47/238 | 100% |
| Whim Creek Project | M47/443 | 100% |
| Whim Creek Project | L47/36 | 100% |
| Salt Creek Project | M47/323 | 100% |
| Salt Creek Project | M47/324 | 100% |
| Sulphur Springs Project | E45/4447 | 100% |
| Sulphur Springs Project | M45/494 | 100% |
| Sulphur Springs Project | M45/587 | 100% |
| Sulphur Springs Project | M45/653 | 100% |
| Sulphur Springs Project | M45/1001 | 100% |
| Sulphur Springs Project | L45/166 | 100% |
| Sulphur Springs Project | L45/170 | 100% |
| Sulphur Springs Project | L45/173 | 100% |
| Sulphur Springs Project | L45/179 | 100% |
| Sulphur Springs Project | L45/188 | 100% |
| Sulphur Springs Project | L45/189 | 100% |
| Sulphur Springs Project | L45/287 | 100% |
| Panorama Exploration | P45/2609 | 100% |
| Panorama Exploration | P45/2610 | 100% |
| Panorama Exploration | P45/2611 | 100% |
| Panorama Exploration | P45/2612 | 100% |
| Panorama Exploration | P45/2613 | 100% |
| Panorama Exploration | P45/2614 | 100% |
| Panorama Exploration | P45/2616 | 100% |
| Panorama Exploration | P45/2910 | 100% |
| Panorama Exploration | P45/2911 | 100% |
| Panorama Exploration | MLA45/1253 | 100% |
| Panorama Exploration | MLA45/1254 | 100% |
Table 5: Tenement Interest
Key: E = Exploration Licence G = General Purpose Lease GLA = General Purpose Lease Application L = Miscellaneous Licence LA = Miscellaneous Licence Application M = Mining Lease MLA = Mining Lease Application PLG = Prospecting Licence awaiting conversion to Exploration Licence
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2015 ANNUAL REPORT
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VENTUREX RESOURCES LIMITED
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DIRECTORS’ REPORT
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DIRECTORS’ REPORT
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The Directors of Venturex Resources Limited (the ''Company'') present their report on the consolidated entity (the ''Group Entity''), consisting of Venturex Resources Ltd. and the entities it controlled at the end of, and during, the financial year ended 30 June 2015.
Directors
The name and details of the Group Entity's Directors in office during the year and until the date of this report are as follows. Directors were in office for the entire period unless otherwise stated.
Anthony Kiernan John Nitschke
Anthony Kiernan Non-Executive Chairman Appointed 14 July 2010 John Nitschke Interim CEO Appointed 27 February 2015 Non-Executive Director Appointed 4 July 2013 Non-Executive Director Appointed 30 August 2011, Resigned 17 April 2013 Anthony Reilly Non-Executive Director Appointed 1 July 2015 Darren Stralow Non-Executive Director Appointed 1 July 2015 Michael Mulroney* Managing Director Appointed 27 February 2012, Resigned 27 February 2015 Raymond Parry Non-Executive Director Appointed 29 May 2012, Resigned 1 July 2015
* Previous to being appointed Managing Director, Michael Mulroney was a Non-Executive Director for the period 9 June 2008 to 4 October 2011.
Information on Directors
| Information on Directors | |
|---|---|
| Anthony Kiernan | — Independent Non-Executive Chairman |
| Qualifications | — LLB |
| Appointed to the Board | — 14 July 2010 |
| Experience | — Mr Kiernan, formerly a solicitor, has extensive experience gained over |
| 35 years in the management and operation of listed public | |
| companies. As both a lawyer and general consultant, he has | |
| practiced and advised extensively in the fields of resources, media | |
| and information technology. | |
| Interest in Shares and Options1 | — 13,213,182 Ordinary Shares |
| Internal Committees | — Chair of the Nomination & Remuneration Committee and Chair of |
| the Audit Committee | |
| Directorships held in other listed entities | — BC Iron Limited (Group) (11 October 2006 to present) (Chairman) |
| (Within the last 3 years) | Chalice Gold Limited (15 February 2007 to present) |
| Danakali Limited (formerly South Boulder Mines Ltd.) (15 October | |
| 2012 to present) | |
| Uranium Equities Limited (3 June 2003 to November 2013) (Chairman) | |
| Liontown Resources Limited (2 February 2006 to November 2013) | |
| John Nitschke | — Interim CEO |
| Qualifications | — BEng(Hons), MSc, DIC, GAICD, FAusIMM |
| Appointed to the Board | — 30 August 2011, Resigned 17 April 2013, Appointed Non-Executive |
| Director 4 July 2013, Appointed Interim CEO 27 February 2015 | |
| Experience | — Mr Nitschke is a mining engineer with over 35 years experience in the |
| mining industry, including substantial experience operating at senior | |
| management levels in large resource companies. Recent roles | |
| include Executive General Manager (EGM) Projects & Technical | |
| Services for OZ Minerals Limited, EGM Australian Operations for | |
| Oxiana Limited, and EGM Development for Newmont Australia and | |
| the Normandy Group. | |
| Interest in Shares and Options1 | — Nil |
| Internal Committees | — Member of the Audit Committee and the Nomination & |
| Remuneration Committee | |
| Directorships held in other listed entities | — IMX Resources Limited (23 December 2009 to 31 July 2014) |
| (Within the last 3 years) | (Chairman) |
| Toro Energy Limited (15 June 2009 to 30 June 2012) | |
| Continental Nickel Limited (26 October 2010 13 September 2012) | |
| Syrah Resources Limited (1 January 2013 to 30 January 2013) |
Anthony Reilly Qualifications Appointed to the Board Experience
-
Independent Non-Executive Director
-
BEc
-
1 July 2015
-
Mr. Reilly is a significant shareholder of Venturex and had previously been a director of Venturex. He has over 20 year’s investment banking experience including financial markets, financial risk management and corporate finance. He worked in investment banking in London for over 10 years, and his clients have included a number of global corporations and fund managers based in Australia, the UK and Europe. Since leaving banking he has had 8 years working in the junior resources sector. Anthony was a founding Director of a private Brazil incorporated gold exploration company and he has also served as an Executive Director of several other ASX listed resources.
Interest in Shares and Options[1] — 30,800,000 Ordinary Shares Internal Committees — Nil Directorships held in other listed entities — Paradigm Metals Ltd. (13 September 2013 to present) (Within the last 3 years) Hawkley Oil (14 October 2014 to present)
- Non-Independent Non-Executive Director
Darren Stralow
- Qualifications — BEng (Mining), GAICD, GCAF (Kaplan) Appointed to the Board — 1 July 2015 Experience — Mr. Stralow is the General Manager - Business Development for Norther Star Resources Ltd, who are a substantial shareholder of Venturex. Darren is a mining engineer with over 15 years’ experience in the resources industry. During his career, he has held various roles in both operations and corporate mining environments, focusing on operational effectiveness, mine management and business development. After starting his career in the WA goldfields, he has held senior roles with Intrepid Mines Limited and Northern Star Resources Limited.
| both operations and corporate mining environments, focusing on operational effectiveness, mine management and business development. After starting his career in the WA goldfields, he has held senior roles with Intrepid Mines Limited and Northern Star Resources Limited. |
|
|---|---|
| Interest in Shares and Options1 | — Nil |
| Internal Committees | — Nil |
| Directorships held in other listed entities | — Nil |
| (Within the last 3 years) | |
| Raymond Parry | — Non-Independent Non-Executive Director |
| Qualifications | — BBus(Acc/Fin), MBA, FCPA, GAICD |
| Appointed to the Board | — Appointed 29 May 2012, Resigned 1 July 2015 |
| Experience | — Mr Parry is an accountant with over 25 years of experience in finance |
| and management positions across a number of different industries. | |
| He has held senior management positions with Northern Star | |
| Resources Limited, St Barbara Ltd. and regional finance |
|
| responsibilities for Kerr-McGee Corporation (USA) in the Asia Pacific. | |
| He has also held management positions in the banking industry. | |
| Interest in Shares and Options1 | — Nil |
| Internal Committees | — Chair of the Audit Committee and Member of the Nomination & |
| Remuneration Committee up to resignation. | |
| Directorships held in other listed entities | — Nil |
| (Within the last 3 years) | |
| Michael Mulroney | — Managing Director |
| Qualifications | — BAppSc(Geol), MBA, MAusIMM |
| Appointed to the Board | — Appointed 27 February 2012, Resigned 27 February 2015 |
| Experience | — Mr Mulroney has over 30 years experience in the natural resources |
| and finance sectors. Originally trained as a geologist, he spent 12 | |
| years as a mining company executive in a broad range of | |
| commodities throughout Australia and South East Asia. He has spent | |
| the last 20 years working for several investment banks and ASX listed | |
| companies gaining extensive experience in project finance and | |
| mergers and acquisitions in the global resources sector. Mr Mulroney | |
| was most recently Executive Director of Argonaut Capital Limited, | |
| and Investment Director of AFM Perseus Fund Limited. |
Note:
1 Interest in Shares and Options refer to the relevant interest of each Director in the shares or options over shares issued by the companies within the Group Entity and other related body corporate as notified by the Directors to the Australian Securities Exchange in accordance with Section 205G(1) of the Corporations Act 2001, as at the date of this report.
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Company Secretary/CFO
Trevor Hart , BBus, CPA, AGIA, ACIS - Appointed 5 April 2013
Mr Hart is a Certified Practising Accountant with a Bachelor of Business in Accounting and a Chartered Secretary. He has over 20 years’ experience including 15 years in the resources and mining services industry. He has provided consulting services covering accounting, financial and company secretarial matters to various companies in these sectors. Prior to joining Venturex he has held a number of senior financial positions in other ASX listed companies.
Corporate Structure
The Company is limited by shares that it has issued and is incorporated and domiciled in Australia. As at 30 June 2015, the Company had five subsidiaries incorporated in Australia; Jutt Resources Pty. Ltd, Juranium Pty. Ltd, Venturex Pilbara Pty .Ltd., Venturex Sulphur Springs Pty. Ltd., and CMG Gold Ltd. The Company owned a 100% interest in all subsidiaries as at 30 June 2015. The Company disposed of one subsidiary incorporated in Brazil; CMG Mineração Ltda. on 18 May 2015.
Principal Activities
The principal activity of the Group Entity during the year was resources exploration, focusing on base metals.
Likely Developments
The Group Entity will also continue exploration programs in the Pilbara which may result in additional discoveries and will continue to advance the development of the Company’s Pilbara Copper – Zinc Project’s as part of the Company’s drive to commercialise the Project. In addition, the Group Entity may assess acquisition opportunities that have potential to enhance the value of its existing assets.
Results and Review of Operations
Results
For the year ending 30 June 2015, the consolidated loss of the Group Entity was $41,379,520 (2014: $4,710,654). The loss result includes an impairment/write off of $42,087,264 (2014: $2,446,209) following a detailed review of the tenements, (see Note 14).
REMUNERATION REPORT
This report details the nature and amount of remuneration for the Directors and Key Management Personnel (KMP) of the Group Entity.
Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly.
The Key Management Personnel of the Group Entity during the year included:
-
Anthony Kiernan -‐ Non-Executive Chairman John Nitschke -‐ Interim CEO (Appointed 27 February 2015) -‐ Non-Executive Director (Appointed 30 August 2011, Resigned 17 April 2013, Appointed 4 July 2013)
-
Raymond Parry -‐ Non-Executive Director (Resigned 1 July 2015) Michael Mulroney -‐ Managing Director (Resigned 27 February 2015) Trevor Hart -‐ Company Secretary/CFO The report has been set out under the following main headings:
-
A. Remuneration Policy
-
B. Details of Remuneration
-
C. Equity Issued as Part of Remuneration
-
D. Shareholdings
-
E. Loans to Directors and Key Management Personnel
-
F. Employment Contracts of Directors and Key Management Personnel
-
G. Performance Income as a Proportion of Total Remuneration
-
H. Other transactions with Key Management Personnel
Review of Operations
A. Remuneration Policy
Detailed review of operations can be found on page 2 of the annual report. At 30 June 2015, the Company had 1,547,869,181 quoted fully paid ordinary shares (2014: 1,547,869,181) and no quoted options issued over shares (2014: Nil). As at 30 June 2015 the Group Entity held cash reserves of $1,059,171 (2014: $1,159,329).
Remuneration of all Executive and Non-Executive Directors and Officers of the Group Entity is determined by the Nomination and Remuneration Committee.
The Group Entity is committed to remunerating Senior Executives and Executive Directors in a manner that is marketcompetitive, consistent with "Best Practice" and supports the interests of Shareholders. Remuneration packages are based on fixed and variable components, determined by the Executive’s position, experience and performance, and may be satisfied via cash or equity.
Profit (Loss) Per Share
Basic loss per share 2.67 cents (2014: Loss 0.30 cents).
Dividends
Non-Executive Directors are remunerated out of the aggregate amount approved by Shareholders and at a level that is consistent with industry standards. Non-Executive Directors do not receive performance based bonuses and prior Shareholder approval is required to participate in any issue of equity. No retirement benefits are payable other than statutory superannuation, if applicable.
The Directors did not pay or declare any dividends during the 2015 financial year. The Directors do not recommend the payment of a dividend in respect of the year.
Significant Changes in State of Affairs
In the opinion of the Directors, there were no other significant changes in the state of affairs of the Group Entity during the year under review not otherwise disclosed in this Annual Report.
The maximum annual aggregate directors’ fee pool limit is $400,000 and was approved by shareholders at the general meeting on 23 July 2012.
Emphasis of Matter
Remuneration Policy versus Company Financial Performance
The Independent Auditor Report for the year ended 30 June 2015 contains an emphasis of matter in relation to potential uncertainty regarding the Groups continuing as a going concern. The financial statements have been prepared on the basis of going concern. The Group will require additional funding to carry its exploration and evaluation activities. Refer note 1 and the Independent Audit Report for further details.
The Group Entity's remuneration policy has been based on industry practice rather than the performance of the Group Entity and takes into account the risk and liabilities assumed by the Directors and Executives as a result of their involvement in the speculative activities undertaken by the Group Entity.
Performance Based Remuneration
Subsequent Events
The purpose of a performance bonus is to link individual rewards to the performance of the Company. The Company reviews the mechanism to determine individual performance bonuses on an annual basis. In the 2013 financial year, the Board temporarily suspended the bonus formula linked to the achievement of Company targets (including project outcomes, share price performance and social licence criteria) as well as the individual employee’s personal performance, with individual caps based on seniority and capacity to influence the performance of the Company. The expected outcomes of the remuneration structure are to retain and motivate key Executives, attract high quality Management to the Company and provide performance incentives that allow Executives to share in the success of the Company.
On 1 July 2015, Mr Ray Parry resigned as an independent Non-Executive Director.
On 1 July 2015, Mr Anthony Reilly and Mr Darren Stralow were appointed as Non-Executive Directors.
Other than as disclosed above or elsewhere in this Annual Report, no other material events after the balance date have occurred.
Environmental Regulation
The Group Entity’s operations and projects are subject to State and Federal laws and regulations regarding environmental hazards. In Australia, the regulatory bodies are the WA Department of Environment Regulations (DER), the WA Department of Mines and Petroleum (DMP), the WA Department of Water (DoW) and the Environmental Protection Authority (EPA).
For details of performance based remuneration refer to Section G - Performance income as a proportion of total remuneration of the Remuneration Report.
B. Details of Remuneration
The Board believes that the Group Entity has adequate systems in place for the management of its environmental regulations and is not aware of any breach of those environmental requirements as they apply to the Group Entity.
The Key Management Personnel of the Group Entity are disclosed above.
Share Options on Issue
Remuneration packages contain the following elements:
At the date of this report, there are no unissued ordinary shares of the Company under option.
a) Short-term employee benefits - cash salary and fees, cash bonus, non-monetary benefits and other*;
b) Post-employment benefits - including superannuation and termination, and other; c) Share-based payments - shares and options granted.
Shares Issued as a Result of the Exercise of Options
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During the 2015 financial year, no ordinary shares of the Company were issued as a result of the exercise of options.
- As noted above the Board temporarily suspended the bonus formula linked to the achievement of Company targets.
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The remuneration for each Director and each of the other Key Management Personnel of the Group Entity during the year was as follows:
| Bonus as a | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Share-based | proportion of | ||||||||
| Short-term employee benefits | Post employment benefits | payments | remuneration | ||||||
| Non- | |||||||||
| Cash salary & Cash |
monetary | ||||||||
| fees bonus |
benefits | Superannuation |
Termination |
Options | Total |
||||
| Year | Note | $ $ |
$ | $ | $ | $ | $ | % | |
| Directors | |||||||||
| Anthony | 2015 | 7 | 90,192 - |
- | 7,808 |
- |
- | 98,000 |
- |
| Kiernan | 2014 | 82,380 - |
- | 7,620 |
- |
- | 90,000 |
- |
|
| John | 2015 | 91,500 - |
- | - |
- |
- | 91,500 |
- |
|
| Nitschke | 2014 | 1 | 59,342 - |
- | - |
- |
13,948 | 73,290 |
- |
| Raymond | 2015 | 56,096 - |
- | 3,904 |
- |
- | 60,000 |
- |
|
| Parry | 2014 | 3 | 58,750 - |
- | - |
- |
- | 58,750 |
- |
| Former Directors | |||||||||
| Michael | 2015 | 2 | 273,418 - |
- | 23,948 |
- |
5,484 | 302,850 |
- |
| Mulroney | 2014 | 258,482 - |
- | 23,910 |
- |
71,424 | 353,816 |
- |
|
| Key Management Personnel | |||||||||
| Trevor | 2015 | 160,350 - |
- | - |
- |
- | 160,350 |
- |
|
| Hart | 2014 | 141,300 - |
- | - |
- |
- | 141,300 |
- |
|
| Former Key | Management Personnel | ||||||||
| Karl | 2015 | - - |
- | - |
- |
- | - |
- |
|
| Weber | 2014 | 4 | 89,849 - |
- | 7,169 |
- |
- | 97,018 |
- |
| Jonas | 2015 | 8 | - - |
- | - |
- |
- | - |
- |
| Da Silva | 2014 | 97,124 - |
- | - |
- |
- | 97,124 |
- |
|
| Shelma | 2015 | 8 | - - |
- | - |
- |
- | - |
- |
| Kato | 2014 | 5 | 84,454 - |
- | - |
- |
- | 84,454 |
- |
| Andrea | 2015 | 8 | - - |
- | - |
- |
- | - |
- |
| Rahal | 2014 | 6 | 9,522 - |
- | - |
- |
- | 9,522 |
- |
| Total | 2015 | 671,556 - |
- | 35,660 |
- |
5,484 | 712,700 |
- |
|
| 2014 | 881,203 - |
- | 38,699 |
- |
85,372 | 1,005,274 |
- |
Note:
-
Commenced with the Company in the 2014 financial year.
-
Resigned from the Company in the 2015 financial year.
-
Includes $15,000 (2014: $58,750) paid to Northern Star Resources Ltd. as Director’s Fees.
-
Resigned as a Director of CMG Mineração Ltda. on 31 December 2013.
-
Commenced as a Director of CMG Mineração Ltda. on 9 July 2013.
-
Commenced as a Director of CMG Mineração Ltda. on 1 January 2014.
-
Includes $8,000 (2014: Nil) paid to Banff Holdings Pty. Ltd. as Director’s Fees.
-
Ceased being Key Management Personnel during 2014.
C. Equity Issued as Part of Remuneration
This section only refers to those shares and options issued as part of remuneration. As a result they may not indicate all shares and options held by a Director or other Key Management Personnel.
Shares
No shares in the Company were issued to Directors and other Key Management Personnel as part of remuneration during the 2015 or 2014 financial years.
The following table discloses the movement in Directors and Key Management Personnel Options during the 2015 financial year
| Directors John Nitschke Michael Mulroney |
Balance 1 July 2014 No. Initial Holding No. Granted as Remuneration No. Options Exercised No. Options Lapsed No. Held at Resignation No. Balance 30 June 2015 No. Vested No. Unvested No. Vested % Lapsed %* 3,000,000 - - - (3,000,000) - - - - - 100 30,000,000 - - - (30,000,000) - - - - - 100 |
|---|---|
| 33,000,000 - - - (33,000,000) - - - - |
- -Apart from listed above no other Key Management Personnel have any Options.
D. Shareholdings
The number of shares in the Group Entity held during the financial year by each Director and other Key Management Personnel of the Group Entity, including their personally related parties, are set out below.
| 2015 Note Directors Anthony Kiernan Michael Mulroney Raymond Parry Key Management Personnel Trevor Hart |
Balance at start of the year Received as Compensation Options Exercised Net Change Other Held at Resignation / Termination Balance at end of the year No. No. No. No. No. No.* 13,213,182 - - - - 13,213,182 4,703,608 - - - (4,703,608) - 19,500 - - - - 19,500 1,313,819 - - - - 1,313,819 |
| 19,250,109 - - - (4,703,608) 14,546,501 |
-
*Apart from listed above no other Key Management Personnel have any shareholdings.
-
Closing balance at date of resignation / termination.
E. Loans to Directors and Key Management Personnel
There were no loans made to the Directors or other Key Management Personnel of the Group Entity, including their personally related parties (2014: Nil).
F. Employment Contracts of Directors and Key Management Personnel
The following Directors and Key Management Personnel were under contract at 30 June 2015
| Name | Term of Contract | Commencement Date |
Notice Period by Either Party | $ Amount | Termination Benefit $ |
|---|---|---|---|---|---|
| John Nitschke | Part-time (ongoing) |
27/02/15 | 30 days notice by either party with or without cause |
$7,500 per month plus additional hours at $250 per hour |
None |
| Trevor Hart | Part-time (ongoing) |
5/04/13 | 30 days notice by either party with or without cause |
$7,000 per month plus additional hours at $150 per hour |
None |
Options
The following table discloses the value of options granted, exercised, sold or lapsed during the 2015 financial year for all Key Management Personnel:
| Directors John Nitschke Michael Mulroney |
Options Granted Options Exercised Options Lapsed Value of Options yet to be Expensed Value of Options Included in Remuneration for the Year Options as a Proportion of Total Remuneration Value at Grant Date Value at Exercise Date Value at Time of Lapse $ $ $ $ $ % 106,874 - (106,874) - - 194,498 - (194,498) - 5,484 2 |
|---|---|
| 301,372 - (301,372) - 5,484 2 |
- -Apart from listed above no other Key Management Personnel have any Options.
The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date, the expected price volatility of the underlying shares, the expected dividend yield and the risk free interest rate for the term of the option.
The Model inputs for options granted during the period have been included in Note 19 of the financial statements.
G. Performance Income as a Proportion of Total Remuneration
Performance based remuneration for the financial year is disclosed in B. Details of Remuneration.
All Executives are eligible to receive bonuses through employment contracts and Board discretion. Subject to Board approval, their performance payments are based on a bonus formula linked to the achievement of measurable Company targets (including project outcomes, share price performance and social licence criteria) (weighting: 60% of possible bonus) as well as the individual employee’s personal performance and KPI achievement (weighting: 40% of possible bonus), with individual caps based on seniority and capacity to influence the performance of the Company. The proportion between incentive and non-incentive remuneration is variable. The expected outcomes of the remuneration structure are to retain and motivate key Executives, attract high quality Management to the Company and provide performance incentives that allow Executives to share in the success of the Company. In the 2013 financial year, the Board temporarily suspended the bonus formula linked to the achievement of Company targets.
Non-Executive Directors are not entitled to receive cash performance based remuneration.
H. Other transactions with Key Management Personnel
All transactions with related parties are made on normal commercial terms and conditions except where indicated. There were no transactions with Key Management Personnel not disclosed above.
I. Voting and comments made at the Company’s 2014 Annual General Meeting
Venturex Resources Ltd. received more than 95% of “yes” votes on its remuneration report for the 2014 financial year. The Company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
End of Audited Remuneration Report.
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15
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AUDITOR’S INDEPENDENCE DECLARATION
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Meetings of Directors
The following table sets out the number of Directors' meetings held during the year and the number of meetings attended by each Director while they were a Director.
During the period, 9 Board meetings, 5 Audit Committee meetings and 1 Nomination and Remuneration Committee meetings were held.
| Directors' Meetings | Directors' Meetings | Commi | **ttee Meetings ** | |||
|---|---|---|---|---|---|---|
| Aud | it | Nomination & R | emuneration | |||
| Number eligible to attend |
Number attended |
Number eligible to attend |
Number attended |
Number eligible to attend |
Number attended |
|
| AnthonyKiernan | 9 | 9 | 5 | 5 | 1 | 1 |
| John Nitschke | 9 | 9 | 5 | 5 | 1 | 1 |
| Raymond Parry | 9 | 9 | 5 | 5 | 1 | 1 |
| Michael Mulroney | 5 | 5 | N/A | N/A | N/A | N/A |
Directors’ Indemnities
The Group Entity provides Directors’ and Officers’ Insurance to cover legal liability and expenses for the Directors and Officers performing work on behalf of the Group Entity.
Proceedings on Behalf of Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group Entity, or to intervene in any proceedings to which the Group Entity is a party, for the purpose of taking responsibility on behalf of the Group Entity for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Group Entity with leave of the Court under section 237 of the Corporations Act 2001.
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DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF VENTUREX RESOURCES LIMITED A s le a d a u d it o r o f V e ntur e x R es o ur c es Li m it e d for th e y e ar ende d 3 0 J u n e 2 0 15 , I d ec l ar e t h at , t o th e b e st o f m y kn o wled g e a n d b e lie f , the r e h av e b e e n : 1. N o c o n tr a ve n ti o ns of t h e a u ditor i nd e p e nden c e r eq u ir e m e nt s o f t h e C or p o r ati o n s A c t 2 0 0 1 in r el a tion t o t h e a u d it; an d 2. N o c o n tr a ve n ti o ns of a n y a p plica b le co d e o f p ro f es s io n al c o n du c t in r e la t io n t o t h e a ud i t.
T h is d e c larati o n i s i n r e sp e ct of Ve n ture x R e so u rc e s L i m ited and th e e n tities it c ontrolle d d u ri n g t he p e ri o d.
Non-Audit Services
The Group Entity may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the group are important.
Details of the amounts paid or payable to the auditor BDO (WA) Pty. Ltd. or associated entities for audit and nonaudit services provided during the year are set out below.
The board of directors has considered the position and, in accordance with advice received from the audit committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor
-
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants.
| Remuneration of the auditor of the Group Entity for: - non-audit services - taxation |
2015 2014 $ $ - 2,750 |
|---|---|
| - 2,750 |
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Jarrad Prue Dire c to r
BDO Audit (WA) Pty Ltd P e rt h , 30 Sep t e m ber 2 0 15
Auditor’s Independence Declaration
A copy of the Auditor's Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 17.
Signed in accordance with a resolution of the Board of Directors.
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JOHN NITSCHKE Interim CEO
Dated this 30[th] day of September 2015
BD O Au d it ( W A) Pty Ltd ABN 79 1 1 2 28 4 78 7 is a member o f a n a tion a l as s ocia t ion o f ind e pen d ent entit i es which a re all membe r s of B DO A ustr a lia L t d A B N 77 050 1 10 2 7 5, an A ustr a lian com p any limit e d b y gua r ante e . BDO Au d it ( W A) P t y Lt d and BDO Aust r alia Ltd a re m e mb e rs of BDO Inte r nati o nal L td, a UK comp a ny li m ite d by g uarantee , and for m pa r t of t he i n tern a tion a l BD O ne t wor k of i n dep e nde n t me m be r firm s . Li a bilit y limited b y a s c heme ap p rove d un d er P r ofes s iona l Sta n dard s Leg i slati o n other than f or the acts or o m issi o ns o f fin a ncial serv i ces licen s ees
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2015 ANNUAL REPORT
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VENTUREX RESOURCES LIMITED
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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2015
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| Note Revenue from continuing operations Revenue and other income 2 Expenses Administrative expense 3 Corporate expense 3 Directors, employees and consultants fee 3 Exploration and evaluation expense 3 Closure costs Loss on disposal of subsidiary Impairment/write off of area of interest 3 Write off property, plant and equipment 3 Impairment of trade and other receivables 3 Finance costs 4 Re-estimation of site rehabilitation provisions 4 Loss before income tax Loss after income tax attributable to the owners of the Company Other comprehensive income Items that may be reclassified to profit and loss: Foreign currency translation differences – foreign operations Other comprehensive income for the period, net of tax Total comprehensive loss for the period attributable to owners of the Company Profit (loss) / Earnings per share Basic and Diluted Profit (loss) per share (cents) 7 |
2015 2014 $ $ (Restated) 1,124,278 166,773 (613,905) (900,812) (228,546) (382,750) (1,053,209) (1,074,318) (511,544) (358,181) (135,770) - (223,665) - (42,087,264) (2,446,209) (33,143) - (4,454) - (74,630) (567,453) 2,462,332 852,296 |
|---|---|
| (41,379,520) (4,710,654) |
|
| (41,379,520) (4,710,654) |
|
| 219,930 (215,914) |
|
| 219,930 (215,914) |
|
| (41,159,590) (4,926,568) |
|
| (2.67) (0.30) |
The accompanying Notes form part of these financial statements. See Note 1 for restatement as a result of change in accounting policy.
| Note Assets Current assets Cash and cash equivalents 8 Trade and other receivables 9 Inventories 10 Non-current assets classified as held for sale 11 Other assets 12 Total current assets Non-current assets Property, plant and equipment 13 Exploration and evaluation expenditure 14 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 15 Provisions 16 Employee benefits 17 Total current liabilities Non-current liabilities Provisions 16 Employee benefits 17 Total non-current liabilities Total liabilities Net assets Equity Issued capital 18 Reserves 18 Accumulated losses Total equity |
2015 2014 2013 $ $ $ (Restated) (Restated) 1,059,171 1,159,329 3,265,753 281,190 988,310 38,385 - 26,559 27,455 - 840,810 921,890 141,234 152,138 1,884,150 |
|---|---|
| 1,481,595 3,167,146 6,137,633 |
|
| 1,660,420 2,111,908 2,457,384 23,553,340 65,274,278 67,119,062 |
|
| 25,213,760 67,386,186 69,576,446 |
|
| 26,695,355 70,553,332 75,714,079 |
|
| 330,894 523,070 542,567 330,770 330,770 330,770 3,080 114,420 137,714 |
|
| 664,744 968,260 1,011,051 |
|
| 11,169,738 13,559,249 13,848,305 11,709 22,553 16,630 |
|
| 11,181,447 13,581,802 13,864,935 |
|
| 11,846,191 14,550,062 14,875,986 |
|
| 14,849,164 56,003,270 60,838,093 |
|
| 86,910,839 86,910,839 86,918,414 - 182,833 1,077,125 (72,061,675) (31,090,402) (27,157,446) |
|
| 14,849,164 56,003,270 60,838,093 |
The accompanying Notes form part of these financial statements. See Note 1 for restatement as a result of change in accounting policy.
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2015 ANNUAL REPORT
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VENTUREX RESOURCES LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2015
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2015
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| Note Balance at 30 June 2013 Restatement on change of accounting policy 1v Balance at 30 June 2013 - Restated Loss for the year as reported in the 2014 financial statements Restatement on change of accounting policy 1v Restated loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners in their capacity as owners: Security issue costs 18a Share based payments issued 19i, 19ii Share based payments expired 19iv Balance at 30 June 2014 - Restated Loss for the year Other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: Share based payments issued 19i, 19ii Share based payments expired 19iv Balance at 30 June 2015 |
Issued Capital Share Based Compensation Translation Reserve Accumulated Losses Total Equity $ $ $ $ $ 86,918,414 1,081,141 (4,016) (26,661,726) 61,333,813 - - - (495,720) (495,720) |
|---|---|
| 86,918,414 1,081,141 (4,016) (27,157,446) 60,838,093 |
|
| - - - (2,930,960) (2,930,960) - - - (1,779,694) (1,779,694) |
|
| - - - (4,710,654) (4,710,654) |
|
| - - (215,914) - (215,914) |
|
| - - (215,914) (4,710,654) (4,926,568) |
|
| (7,575) - - - (7,575) - 99,320 - - 99,320 - (777,698) - 777,698 - |
|
| (7,575) (678,378) - 777,698 91,745 |
|
| 86,910,839 402,763 (219,930) (31,090,402) 56,003,270 |
|
| - - - (41,379,520) (41,379,520) - - 219,930 - 219,930 |
|
| - - 219,930 (41,379,520) (41,159,590) |
|
| - 5,484 - - 5,484 - (408,247) - 408,247 - |
|
| - (402,763) - 408,247 5,484 |
|
| 86,910,839 - - (72,061,675) 14,849,164 |
| Note Cash flows related to operating activities Payments to suppliers and employees Interest received Interest paid Research and development tax received – non capitalised portion Net cash used in operating cash flows 24a Cash flows related to investing activities Payment for purchases of plant and equipment Proceeds from sale of plant and equipment Proceeds from sale of tenement Payment for exploration and evaluation expenditure Proceeds from redemption of bank guarantee Research and development tax received – capitalised portion Net cash provided by / ( used) in investing cash flows Cash flows related to financing activities Capital raising costs Proceeds from insurance premium funding Repayment of insurance premium funding Net cash provided by / ( used) in financing cash flows Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the year 8 |
2015 2014 $ $ (Restated) (1,737,987) (2,970,540) 58,363 141,971 (1,475) (1,715) 246,100 42,698 |
|---|---|
| (1,434,999) (2,787,586) |
|
| - (38,232) 1,641,588 34,042 387,500 - (1,970,754) (1,905,197) 12,000 1,692,962 1,261,077 935,628 |
|
| 1,331,411 719,203 |
|
| - (7,575) 44,582 34,251 (35,804) (54,308) |
|
| 8778 (27632) |
|
| , , |
|
| (94,810) (2,096,015) |
|
| 1,159,329 3,265,753 (5,348) (10,409) |
|
| 1,059,171 1,159,329 |
The accompanying Notes form part of these financial statements. See Note 1 for restatement as a result of change in accounting policy.
The accompanying Notes form part of these financial statements. See Note 1 for restatement as a result of change in accounting policy.
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2015 ANNUAL REPORT
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VENTUREX RESOURCES LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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Note 1 - Statement of Significant Accounting Policies
The consolidated financial statement comprises Venturex Resources Limited (the "Company") and its subsidiaries (collectively the "Group Entity" or the “Group”). The Company is a listed public company domiciled in Australia. The Company is a for-profit entity.
Statement of Compliance
The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) adopted by the International Accounting Standards Board (IASB). They were authorised for issue by the Board of Directors on 30[th] September 2015.
Basis of Measurement
The consolidated financial statements have been prepared on the historical cost basis, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
Functional and Presentation Currency
These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency.
Going Concern
The Group Entity incurred a loss before income tax of $41,379,520 (2014: $4,710,654), net decrease of cash flows of $94,810 (2014: $2,096,015) and had a net asset balance of $14,849,164 (2014: $56,003,270) for the year ended 30 June 2015, including a cash balance of $1,059,171 (2014: $1,159,329).
The Directors are of the opinion that the Group’s exploration and development assets will attract further capital investment when required. The Directors will continue to maximise the value of existing assets through careful planning of drilling campaigns, calculation of mineral resources as sufficient data becomes available. In regards to the Pilbara Copper – Zinc Project, the Directors will continue with ongoing discussions with interested groups on opportunities to advance the Project’s development as part of the Company’s drive to commercialise the Pilbara Copper – Zinc Project. The Group will also consider divestments if the proceeds are likely to exceed the realisable value of such assets if they were retained.
The Group will be required to raise additional capital to fund its future activities, including provision for ongoing working capital, exploration and any required pre-production activities that may be identified in the current optimisation/feasibility process for the development of a centralised sulphide processing facility at the Pilbara Copper-Zinc Project. The Directors believe that the Group has the ability to raise additional funds through its 15% share placement capacity (or larger percentage subject to Shareholder approval) or via short term loan funding arrangements.
If the Group is unable to raise additional capital, the Company will investigate funding options including joint venturing the project, defer or reduce certain feasibility and exploration expenditure, divesting other non-core assets or reviewing the Company’s current activities such that the Group Entity will remain a going concern.
However in the event that the Group Entity is not able to successfully complete the above activities, material uncertainty would exist that may cast doubt on whether the Group Entity will continue as a going concern, and therefore whether it will realise the assets and extinguish the liabilities in the normal course of business and at the amounts stated in the financial statements.
The Directors believe that the Group Entity will be successful in the above matters and, at this time. The financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company and the consolidated entity not continue as a going concern.
Significant Accounting Policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group Entities, unless otherwise stated.
Certain comparative amounts have been reclassified to conform to the current year’s presentation.
- (a) Basis of Consolidation
Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that currently are exercisable.
The Group measures goodwill or exploration and evaluation assets on consolidation at the acquisition date as:
-
the fair value of the consideration transferred; plus
-
the recognised amount of any non-controlling interests in the acquiree: plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
-
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Venturex Resources Limited as at 30 June 2015 and the results of all subsidiaries for the year then ended. Venturex Resources Limited and its subsidiaries together are referred to in this financial report as Consolidated Entity.
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Consolidated Entity. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the assets transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity, and Consolidated Statement of Financial Position respectively.
A list of subsidiaries is contained in Note 25 to the financial statements. All subsidiaries have a June financial year-end.
Loss of control
Upon the loss of control, the Company derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Company retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investment or as an available-for-sale financial asset depending on the level of influence retained.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
- (b) Foreign Currencies
Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group Entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit and loss.
Foreign operations
The assets and liabilities of foreign operations are translated to Australian dollars at exchange rates at the end of the reporting period. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to Australian dollars using average exchange rates for the reporting period. Foreign currency differences are recognised in other comprehensive income.
- (c) Financial Instruments
Non-derivative financial assets
The Group initially recognises loans and receivables and deposits on the date that they originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
The Group has the following non-derivative financial assets: loans and receivables and cash and cash equivalents.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses.
Loans and receivables comprise cash and cash equivalents and, trade and other receivables.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of three months or less.
Non-derivative financial liabilities
The Group initially recognises debt securities issued on the date they originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
The Group classified non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest rate method.
Other financial liabilities comprise loans and borrowings, and trade and other payables.
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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Employee Benefits on-costs
Trade and other payables
Employee benefit on-costs, including payroll tax, are recognised when paid or payable by the Group Entity. - Other long term employee benefits
These amounts represent liabilities for goods and services provided to the Group Entity prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
(d) Property, Plant and Equipment
The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior period. That benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the high yield interest rate at the reporting date. Any actuarial gains or losses are recognised in profit or loss in the period in which they arise.
Recognition and measurement
Items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset.
Share-based payment transactions
Items of property are measured at cost less accumulated impairment losses.
The Company operates an employee share-based payment scheme. The fair value of the equity to which employees become entitled is measured at grant date and recognised as an expense over the vesting period, with a corresponding increase to an equity account. The fair value of shares is ascertained as the market bid price. The fair value of options is ascertained using a Black-Scholes pricing model which incorporates all market vesting conditions. The number of shares and options expected to vest is reviewed and adjusted at the end of the reporting period such that the amount recognised as consideration for the equity instruments granted shall be based on the number of equity instruments that eventually vest.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income/other expenses in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.
Depreciation
- (j) Provisions
Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost.
Depreciation is recognised in profit or loss on a straight line basis over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.
Rehabilitation
The estimated useful lives for the current and comparative periods are as follows:
A provision for rehabilitation is recognised if, as a result of exploration and development activities undertaken, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. The estimated future obligations include the costs of restoring the affected areas contained in the Group’s tenements.
| 2015 | 2014 | |
|---|---|---|
| Plant and equipment | 3-30years | 3-30years |
| Buildings | 7-20 years | 7-20 years |
| Furniture and Fittings | 8-20years | 8-20years |
| Leasehold Improvements | 3 years | 3 years |
Future rehabilitation costs will be reviewed annually and any changes in the estimate are reflected in the present value of the rehabilitation provision at each end of the reporting period. The initial estimate of rehabilitation is capitalised into the cost of the related asset and is amortised on the same basis as the related asset. Changes in the estimate of the provision for rehabilitation are also capitalised. The unwinding of the provision for rehabilitation is recognised as a finance cost.
Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
(k) Revenue Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid.
Leasehold improvements are depreciated over the shorter of the lease term and the useful life of the assets.
- (e) Exploration and Evaluation Expenditure
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 that permits reasonable assessment of the existence of economically recoverable reserves.
Revenue from the sale of goods is recognised upon the delivery of goods to customers. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
All revenue is stated net of the amount of goods and services tax (GST).
- (l) Finance Income and Finance Costs Finance income comprises interest income on funds invested. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.
Amortisation
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, unwinding of the discount on contingent liabilities, share based payments in relation to financing services and impairment losses recognised on financial assets. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.
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.
Foreign currency gains and losses are reported on a net basis.
(f) Leases Operating leases are leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group Entity and are not recognised in the Group Entity’s statement of financial position.
- (m) Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.
Deferred tax is accounted for using the liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
(g) Inventories Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and selling expenses.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the statement of profit or loss and other comprehensive income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised.
The cost of inventories is determined using a weighted average cost method. Cost includes expenditure incurred in acquiring the inventories and other costs incurred in bringing them to their existing location and condition.
(h) Impairment At each end of the reporting period, the Group Entity reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the assets carrying value. Any excess of the assets carrying value over its recoverable amount is expensed to the profit and loss.
The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Group Entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.
Impairment testing is performed bi-annually for intangible assets with indefinite lives.
On 14 March 2012, Venturex Resources Limited, together with its 100% owned Australian subsidiaries (“Venturex Group”) formed a Tax Consolidated Group with an effective date of 1 July 2009. The consolidation allows the transfer of losses and assets between group companies for income tax purposes giving the Venturex Group flexibility to commercially structure its business.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group Entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.
- (n) Goods and Services Tax (GST)
(i) Employee Benefits
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the end of the reporting period are recognised in employee provisions in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
Receivables and payables in the statement of financial position are shown inclusive of GST.
The net amount of GST recoverable from or payable is included as a current asset or liability in the statement of financial position.
Superannuation
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The amount charged to the profit and loss in respect of superannuation represents the contributions paid or payable by the Group Entity to the employees' superannuation funds.
- Cash flows are presented in the statement of cashflows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
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25
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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- (o) Earnings per Share
(t) New Accounting Standard for Application in Future Periods
The Group Entity presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share is calculated by dividing the profit or loss after income tax attributable to ordinary Shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.
The following new/amended accounting standards and interpretations have been issued, but are not mandatory for financial years ended 30 June 2015. They have not been adopted in preparing the financial statements for the year ended 30 June 2015 and are expected to impact the entity in the period of initial application. In all cases the entity intends to apply these standards from application date as indicated below.
Financial Instruments
(p) Non-Current Assets Held For Sale
AASB reference: AASB 9 (issued December 204)
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable.
Application date: Annual reporting periods beginning on or after 1 January 2018
Classification and measurement
They are measured at the lower of their carrying amount and fair value less costs to sell.
Nature of Change: AASB 9 amendments the classification and measurement of financial assets:
An impairment loss is recognised for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the noncurrent asset is recognised at the date of derecognition.
-
Financial assets will either be measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL).
-
Financial assets are measured at amortised cost or FVTOCI if certain restrictive conditions are met. All other financial assets are measured at FVTPL.
Non-current assets are not depreciated or amortised while they are classified as held for sale.
-
All investments in equity instruments will be measured at fair value. For those investments in equity instruments that are not held for trading, there is an irrevocable election to present gains and losses in OCI. Dividends will be recognised in profit or loss.
-
(q) Segment Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that related to transactions with any of the Group’s other components. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.
The following requirements have generally been carried forward unchanged from AASB 139 Financial Instruments: Recognition and Measurement into AASB 9:
- • Classification and measurement of financial liabilities, and
(r) Share Capital
- • Derecognition requirements for financial assets and liabilities.
Ordinary shares
However, AASB 9 requires that gains or losses on financial liabilities measured at fair value are recognised in profit or loss, except that the effects of changes in the liability’s credit risk are recognised in other comprehensive income.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.
Impact on Initial Application: Adoption of AASB 9 is only mandatory for the year ending 31 December 2018. The entity has not yet made an assessment of the impact of these amendments.
(s) Use of Estimates and Judgments
Management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results may differ from these estimates.
Impairment
Nature of Change: The new impairment model in AASB 9 is now based on an ‘expected loss’ model rather than an ‘incurred loss’ model.
A complex three stage model applies to debt instruments at amortised cost or at fair value through other comprehensive income for recognising impairment losses.
The 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 only that period or in the period of the revision and future periods if the revision affects both current and future periods.
A simplified impairment model applies to trade receivables and lease receivables with maturities that are less than 12 months.
Critical judgements in applying the entity’s accounting policies
For trade receivables and lease receivables with maturity longer than 12 months, entities have a choice of applying the complex three stage model or the simplified model.
The following are the critical judgements (apart from those involving estimations, which are dealt with below), 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:
Impact on Initial Application: Adoption of AASB 9 is only mandatory for the year ending 31 December 2018. The entity has not yet made an assessment of the impact of these amendments.
Impairment of assets and exploration and evaluation expenditure
Hedge accounting
The Group Entity determines whether non-current assets should be assessed for impairment based on identified impairment triggers. At each reporting date Management assesses the impairment triggers based on their knowledge and judgement.
Nature of Change: Under the new hedge accounting requirements:
- The 80-125% highly effective threshold has been removed
Recoverability of Deferred Tax Assets
- Risk components of non-financial items can qualify for hedge accounting provided that the risk component is separately identifiable and reliably measurable
Deferred tax assets are not recognised for deductible temporary differences as Management consider that it is not probable that the Group will be able to utilise these temporary differences until the Group becomes profitable.
- An aggregated position (i.e. combination of a derivative and a non-derivative) can qualify for hedge accounting provided that it is managed as one risk exposure
Key sources of estimation uncertainty
- When entities designate the intrinsic value of options, the initial time value is deferred in OCI and subsequent changes in time value are recognised in OCI
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year:
- • When entities designate only the spot element of a forward contract, the forward points can be deferred in OCI and subsequent changes in forward points are recognised in OCI. Initial foreign currency basis spread can also be deferred in OCI with subsequent changes be recognised in OCI
Exploration and evaluation expenditure
- • Net foreign exchange cash flow positions can qualify for hedge accounting.
The exploration and evaluation expenditure is reviewed regularly to ensure that the capitalised expenditure is only carried forward to the extent that it is expected to be recouped through the successful development of the areas of interest or when activities in the areas of interest have not yet reached a stage which permit reasonable assessment of the existence of economically recoverable reserves.
Impact on Initial Application: Adoption of AASB 9 is only mandatory for the year ending 30 June 2018. The entity currently does not apply hedge accounting and therefore there will be no impact from these amendments.
Revenue from Contracts with Customers
Share-based payment transactions
AASB reference: AASB 15 (issued December 2014)
The Company measures the cost of equity-settled transactions with Directors and Key Management Personnel and service providers by reference to the fair value of the options at the date at which they are granted. The fair value at grant date is determined using a Black-Scholes option pricing model which takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date, expected price volatility of the underlying share, and the risk free interest rate for the term of the option.
Nature of Change: An entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This means that revenue will be recognised when control of goods or services is transferred, rather than on transfer of risks and rewards as is currently the case under IAS 18 Revenue.
Provision for rehabilitation
Application date: Annual reporting periods beginning on or after 1 January 2017
The provision for rehabilitation is based on the present obligations of the estimates of the future sacrifice of economic benefits required to meet the environmental liabilities on the Group’s tenements. The Group has considered the provision for rehabilitation for its exploration tenements based on reports conducted by independent consultants. The Group has estimated the increase in costs over time for rehabilitation would increase by the Consumer Price Index, and the discount value in determining the present value of the provision for rehabilitation would be the high interest yield.
Impact on Initial Application: Due to the recent release of this standard, the entity has not yet made a detailed assessment of the impact of this standard.
Amendments to Australian Accounting Standards - Annual Improvements to Australian Accounting Standards 2012-2014 Cycle
AASB reference: AASB 2015-1 (issued January 2015)
Nature of Change: Non-urgent but necessary changes to standards
Estimate of useful lives of assets
Application date: Annual reporting periods beginning on or after 1 January 2016
The estimation of the useful lives of assets has been based on Taxation Ruling TR 2015/2 and historical experience. The condition of the assets is assessed at year end and considered against the remaining useful life. Details of the useful lives of property, plant and equipment are set out in Note 1(d).
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Impact on Initial Application: These amendments affect presentation and disclosures only. Therefore on first time adoption of these amendments on 1 July 2016, comparatives will need to be restated in line with presentation and note ordering.
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NOTES TO THE FINANCIAL STATEMENTS
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NOTES TO THE FINANCIAL STATEMENTS
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(u) Adoption of New and Revised Accounting Standards
| Note 3 - Other Expenses | |||
|---|---|---|---|
| Note | 2015 | 2014 | |
| $ | $ | ||
| (Restated) | |||
| Administrative expense | |||
| - Compliance | 38,515 | 37,382 | |
| - Depreciation | 278,410 | 319,736 | |
| - Operating Leases | 20 | 227,322 | 206,025 |
| - Other administrative expenses | 69,658 | 279,079 | |
| - Loss on disposal of asset | - | 58,590 | |
| Administrative expense | 613,905 | 900,812 | |
| Corporate expense | |||
| - Auditing and taxation | 116,025 | 285,848 | |
| - Entertainment expenses | 247 | 405 | |
| - Legal cost | 65,555 | 31,558 | |
| - Recruitment expenses | 15,000 | 11,963 | |
| - Travel expenses | 31,719 | 52,976 | |
| Corporate expense | 228,546 | 382,750 | |
| Directors, employees and consultants fee | |||
| - Directors and employee fee | 666,330 | 720,533 | |
| - Consultants fee | 381,395 | 254,465 | |
| - Share based payments | 19b | 5,484 | 99,320 |
| Directors, employees and consultants fee | 1,053,209 | 1,074,318 | |
| Exploration and evaluation expense | |||
| - Exploration and evaluation expense | 511,544 | 358,181 | |
| Exploration and evaluation expense | 511,544 | 358,181 | |
| Impairment/Write-off | |||
| - Impairment of capitalised exploration | 14 | 41,410,836 | 2,446,209 |
| - Write-off capitalised exploration expenditures | 14 | 676,428 | - |
| - Write-off property, plant and equipment | 13 | 33,143 | - |
| - Impairment of trade and other receivables | 9 | 4,454 | - |
| Impairment/Write-off | 42,124,861 | 2,446,209 | |
| Note 4 - Finance Income and Finance Costs | |||
| Note | 2015 | 2014 | |
| $ | $ | ||
| Recognised in profit or loss | |||
| Interest expense on financial liabilities measured at | |||
| amortised cost (being Mine Rehabilitation Provision) | 16 | (72,821) | (563,240) |
| Re-estimation adjustment on site rehabilitation provision | 16 | 2,462,332 | 852,296 |
| Interest expense on insurance premium funding | (1,809) | (4,213) | |
| Net finance costs recognised in profit or loss | 2,387,702 | 284,843 | |
| Note 5 - Income Tax Expense | |||
| 2015 | 2014 | ||
| $ | $ | ||
| (Restated) | |||
| (a) Income tax recognised in profit or loss |
|||
| Current tax expense | - | - | |
| Deferred tax (credit) expense | - | - | |
| - | - | ||
| Total income tax expense | - | - | |
| (b) Loss before tax |
(41,379,520) | (4,710,654) | |
| Income tax using the domestic corporation tax rate | of 30% (2014: | ||
| 30%) | (12,413,856) | (1,413,196) | |
| Increase/(decrease) in income tax expense due to: | |||
| Non-deductible expenses | 12,733,900 | 952,600 | |
| Deductible expenses | (515,091) | (806,092) | |
| Tax losses not brought to account | 195,047 | 1,266,688 | |
| Income tax (credit) expense | - | - | |
| (c) Unrecognised deferred tax liabilities |
|||
| The Group Entity has a legally enforceable right to | set off current tax assets against current | tax liabilities, an | |
| on a net basis. Deferred tax liabilities not brought to account, are as follows: | |||
| 2015 | 2014 | ||
| $ | $ | ||
| (Restated) | |||
| Taxable temporary differences | 3,435,342 | 4,300,812 | |
| 3,435,342 | 4,300,812 |
During the year, the Group Entity adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory. The adoption of these standards has not significantly impacted the recognition, measurement and disclosure of the transactions of the Group Entity and its consolidated financial statements for the financial year ended 30 June 2015.
(v) Voluntary Change in Accounting Policy for refundable Research & Development (“R&D”) incentives
The consolidated financial statements have been prepared on the basis of a retrospective application of a voluntary change in accounting policy relating to R&D incentives. The previous accounting policy was to account for refundable R&D tax incentives as other income. The Company has determined that these incentives are similar to government grants because they are not conditional upon earning taxable income. Refundable tax incentives are now accounted for as government grants under AASB 120 Accounting for Government Grants as the directors consider this policy to provide more relevant information to meet the economic decision-making needs of users, and to make the financial statements more reliable. The change in accounting policy involves restating each of the affected financial statement items for prior periods as shown in the table below.
| 30 Jun 14 | 30 Jun 14 | 30 Jun 13 | 30 Jun 13 | 30 Jun 13 | |||
|---|---|---|---|---|---|---|---|
| Previous | Movement | Restated | Previous | Movement | Restated | ||
| policy | policy | ||||||
| Consolidated Statement of Financial Position (extract) | |||||||
| Property, plant and equipment | 2,140,925 | (29,017) | 2,111,908 | 2,457,384 | - |
2,457,384 | |
| Exploration and evaluation | |||||||
| expenditure | 67,520,675 | (2,246,397) | 65,274,278 | 67,614,782 | (495,720) |
67,119,062 | |
| Net assets | 58,278,684 | (2,275,414) | 56,003,270 | 61,333,813 | (495,720) |
60,838,093 | |
| Accumulated losses | (28,814,988) | (2,275,414) | (31,090,402) | (26,661,726) | (495,720) |
(27,157,446) | |
| Net equity | 58,278,684 | (2,275,414) | 56,003,270 | 61,333,813 | (495,720) |
60,838,093 | |
| Consolidated Statement of Profit or Loss | and Other Comprehensive Income (extract) | ||||||
| Other income | 1,993,030 | (1,943,030) | 50,000 | 755,186 | (720,311) |
34,875 | |
| Administrative expense | (1,064,148) | 163,336 | (900,812) | (1,355,280) | 224,591 |
(1,130,689) | |
| Loss after income tax | (2,930,960) | (1,779,694) | (4,710,654) | (14,756,752) | (495,720) |
(15,252,472) | |
| Consolidated Statement of Cash Flows (extract) | |||||||
| Payments to suppliers and | |||||||
| employees | (1,968,585) | (1,001,955) | (2,970,540) | (3,135,248) | (503,108) |
(3,638,356) | |
| R & D tax received | 831,578 | (788,880) | 42,698 | 720,311 | (503,108) |
217,203 | |
| Net cash used in operating cash | |||||||
| flows | (1,137,007) | (1,790,835) | (2,927,842) | (2,414,937) | (1,006,216) |
(3,421,153) | |
| Payment for exploration and | |||||||
| evaluation expenditure | (2,760,404) | 855,207 | (1,905,197) | (7,535,227) | 503,108 |
(7,032,119) | |
| R & D tax received | - | 935,628 | 935,628 | - | 503,108 |
503,108 | |
| Net cash used in investing cash | |||||||
| flows | (2,760,404) | 1,790,835 | (969,569) | (7,535,227) | 1,006,216 |
(6,529,011) | |
| Basic and diluted loss per share | |||||||
| (cents) | (0.19) | (0.11) | (0.30) | (1.06) | (0.04) |
(1.10) | |
| Note 2 – Revenue and Other Income | |||||||
| Note | 2015 | 2014 | |||||
| $ | $ | ||||||
| (Restated) | |||||||
| Revenue | |||||||
| - Interest income on bank deposits | 53,167 | 116,773 |
|||||
| - SX-EW Profit Share | i | 313,067 | - | ||||
| 366,234 | 116,773 |
||||||
| Other Income | |||||||
| Non-operating activities | |||||||
| - Non-refundable deposit – sale of hotel | - | 50,000 | |||||
| - Gain on disposal of assets held for sale | 754,393 | - | |||||
| - Other income | 3,651 | - | |||||
| Total other income | 758,044 | 50,000 | |||||
| 1,124,278 | 166,773 |
The Group Entity has a legally enforceable right to set off current tax assets against current tax liabilities, and intends to settle on a net basis. Deferred tax liabilities not brought to account, are as follows:
i Blackrock Metals Pty. Ltd. (“Blackrock”) has access rights to the existing Whim Creek oxide copper processing site to refurbish an existing five tonne per day SX-EW treatment facility and reprocess the existing heap leach pads to recover copper metal. In return Blackrock is required to pay Venturex a 15% Net Profit Interest (“NPI”) .
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NOTES TO THE FINANCIAL STATEMENTS
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(d)
Unrecognised deferred tax assets
In June 2013, the Group Entity entered into discussion with a preferred bidder to sell the Whim Creek Hotel and accommodation units. $100,000 was received as a deposit of which $50,000 is non-refundable should the sale not proceed. The sale was completed in July 2014.
The Group Entity has not recognised deferred tax assets. This future income tax benefit will only be obtained if:
- the Group Entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
In June 2013, the Group Entity decided to sell a mill which is not currently in use. The sale was completed during the financial year ended 30 June 2014.
-
the Group Entity continues to comply with the conditions for deductibility imposed by tax legislation;
-
no changes in tax legislation adversely affect the Group Entity in realising the benefit.
Non-recurring fair value measurements
Land classified as held for sale during the reporting period was measured at the lower of its carrying amount and fair value less costs to sell at the time of the reclassification.
- Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for deductibility set out above occur, are as follows:
Note 12 - Other Assets
| Deductible temporary differences Tax losses |
2015 2014 $ $ (Restated) 6,653,696 17,045,819 18,383,481 18,635,561 |
|---|---|
| 25,037,177 35,681,380 |
| Prepayments Cash backed environmental and rental bonds Total Other Assets Note 13 - Property, Plant and Equipment Property, Plant and Equipment: At cost Accumulated depreciation Total Property, Plant and Equipment |
2015 2014 $ $ 79,003 77,907 62,231 74,231 |
|---|---|
| 141,234 152,138 |
|
| 2015 2014 $ $ (Restated) 2,968,994 3,945,348 (1,308,574) (1,833,440) |
|
| 1,660,420 2,111,908 |
(e) Tax consolidation
On 14 March 2012, Venturex Resources Limited, together with its 100% owned Australian subsidiaries (“Venturex Group”) formed a Tax Consolidated Group with an effective date of 1 July 2009. The consolidation allows the transfer of losses and assets between group companies for income tax purposes giving the Venturex Group flexibility to commercially structure its business.
Note 6 - Auditor’s Remuneration
| Remuneration of the auditor of the Group Entity for: - auditing or reviewing the financial report - taxation services Note 7 - Loss per Share (a) Basic and diluted loss per share (cents) (b) Net loss used in the calculation of basic loss per share and diluted loss per share (c) Weighted average number of ordinary shares outstanding during the year used in calculating basic loss per share and diluted loss per share |
2015 2014 $ $ 33,256 42,710 - 2,750 |
|---|---|
| 33,256 45,460 |
|
| 2015 2014 (Restated) (2.67) (0.30) ($41,379,520) ($4,710,654) 1,547,869,181 1,547,869,181 |
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.
| Total Property, Plant and Equipment Carrying amount at the beginning of year Additions Disposals Depreciation expense R&D tax offset received Transfer to non-current assets classified as held for sale Write Off Effects of movement in exchange rate Carrying amount at the end of year Property Carrying amount at the beginning of year Carrying amount at the end of year Buildings Carrying amount at the beginning of year Depreciation expense Carrying amount at the end of year Leasehold Improvements Carrying amount at the beginning of year Depreciation expense Carrying amount at the end of year Plant and Equipment Carrying amount at the beginning of year Additions Disposals Depreciation expense R&D tax offset received Transfer to non-current assets classified as held for sale Write Off Effects of movement in exchange rate Carrying amount at the end of year Note 14 – Exploration and Evaluation Expenditure Exploration & evaluation expenditure At cost Accumulated impairment loss Net carrying value |
2015 2014 $ $ (Restated) 2,111,908 2,457,385 - 38,232 (96,386) (6,276) (278,410) (319,736) (41,075) (36,516) - (5,276) (33,143) - (2,474) (15,905) |
|---|---|
| 1,660,420 2,111,908 |
|
| 20,000 20,000 |
|
| 20,000 20,000 |
|
| 183,969 255,027 (71,057) (71,058) |
|
| 112,912 183,969 |
|
| 7,894 14,596 (6,702) (6,702) |
|
| 1,192 7,894 |
|
| 1,900,045 2,167,762 - 38,232 (96,386) (6,276) (200,651) (241,976) (41,075) (36,516) - (5,276) (33,143) - (2,474) (15,905) |
|
| 1,526,316 1,900,045 |
|
| 2015 2014 (Restated) 64,964,176 65,274,278 (41,410,836) - |
|
| 23,553,340 65,274,278 |
The Company’s potential ordinary shares are not considered dilutive and accordingly the basic loss per share is the same as the dilutive loss per share.
Note 8 - Cash and Cash Equivalents
| Cash at bank Call deposits Total cash and cash equivalents Note 9 - Trade and Other Receivables Trade and other receivables Provision for impairment Total Trade and other receivables Note 10 - Inventories Diesel fuel Total Inventories Note 11 - Non-Current Assets Classified As Held For Sale Property, plant and equipment Total non-current assets classified as held for sale |
2015 2014 $ $ 556,536 659,329 502,635 500,000 |
|---|---|
| 1,059,171 1,159,329 |
|
| 2015 2014 $ $ 285,644 988,310 (4,454) - |
|
| 281,190 988,310 |
|
| 2015 2014 $ $ - 26,559 |
|
| - 26,559 |
|
| 2015 2014 $ $ - 840,810 |
|
| - 840,810 |
Movements in Carrying Amounts
Movements in carrying amounts for each class of non-current assets classified as held for sale between the beginning and the end of the current financial year.
| Total Non-Current Assets Classified as held For Sale Carrying amount at the beginning of year Disposals Transfer from property, plant, and equipment Carrying amount at the end of year |
2015 2014 $ $ 840,810 921,890 (840,810) (86,356) - 5,276 |
|---|---|
| - 840,810 |
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| Movements in Carrying Amounts of exploration and evaluation expenditure Note Exploration & evaluationexpenditure Balance at the beginning of year Additions incurred during the year Disposals incurred during the year a(i) Written off a Impairment loss b R&D tax offset received Effects of movement in exchange rate Closing carrying value at the end of year |
2015 2014 $ $ (Restated) 65,274,278 67,119,062 1,127,973 2,536,709 (387,500) - (676,428) - (41,410,836) (2,446,209) (374,147) (1,750,676) - (184,608) |
|---|---|
| 23,553,340 65,274,278 |
The recoverability of exploration & evaluation expenditure is dependent upon further exploration and exploitation of commercially viable mineral deposits.
(a) Write Off
| Project Tenement Note Salt Creek E47/924 i Mt Satirist E47/2674 ii Mt Panorama P45/2607 iii |
2015 2014 574,971 - 91,029 - 10,428 - |
|---|---|
| 676,428 - |
-
i The Company sold a non-core Exploration Tenement E47/924, within the Salt Creek Tenement package on 8 May 2015. The net proceeds were $387,500.
-
ii The Company surrendered a non-core Exploration Tenement E47/2674, within the Mt Satirist Tenement package on 16 October 2014.
-
iii The Company surrendered a non-core Exploration Tenement P45/2607, within the Panorama Tenement package on 29 April 2015.
(b) Impairment loss
Following a review of technical, economic and contractual aspects of the following Projects, the Directors of the Group Entity concluded that the carrying value on the following projects were overstated. Therefore the Group Entity impaired $41,410,836 (2014: $2,446,209) previously capitalised exploration and evaluation incurred expenditure as summarised below.
The recoverable amount of the exploration and evaluation expenditure was based on the fair value less costs of disposal, estimated using a non-binding offer received from Orion Finance Group for the sale of the assets on 22 May 2015. The fair value measurement was categorised as a Level 2 fair value.
The impairment has impacted the Australian Exploration operating segments – Refer to Note 23.
| Project Note Salt Creek Whim Creek Sulphur Springs Brazil |
2015 2014 5,910,091 - 2,945,506 - 32,555,239 - - 2,446,209 |
|---|---|
| 41,410,836 2,446,209 |
Note 15 - Trade and Other Payables
| Trade and other payables Accrued expenses Insurance premium funding Deposits received Total Trade and Other Payables Note 16 - Provisions Stamp Duty : Opening balance at beginning of year Additional provisions raised during year Over provision in respect of prior years Unused amounts reversed Amounts used Balance at end of the year |
2015 2014 $ $ 206,751 276,103 92,903 173,031 31,240 23,936 - 50,000 |
|---|---|
| 330,894 523,070 |
|
| 2015 2014 $ $ 330,770 330,770 - - - - - - - - |
|
| 330,770 330,770 |
| Mine Rehabilitation: Opening balance at beginning of year Decrease in the discounted amount arising because of change in assumptions Interest Expense Balance at end of the year Total Provisions Current Non-current |
2015 2014 $ $ 13,559,249 13,848,305 (2,462,332) (852,296) 72,821 563,240 |
|---|---|
| 11,169,738 13,559,249 |
|
| 330,770 330,770 11,169,738 13,559,249 |
|
| 11,500,508 13,890,019 |
Stamp Duty Provision
A provision for Stamp Duty has been recognised in relation to the acquisition of Venturex Pilbara Pty. Ltd. At 30 June 2015, the Office of State Revenue was still in the process of assessing the Stamp Duty payable.
Mine Rehabilitation
In accordance with State government legislative requirements, a provision for mine rehabilitation has been recognised in relation to the Group Entity’s Whim Creek Mine. A small scale SX-EW has been constructed by a third party and is expected to operate for one to two years. The basis for accounting is set out in Note 1(j).
The fair value of the mine rehabilitation model inputs used are as follows:
| 2015 | 2014 | |
|---|---|---|
| Inflation Rate – CPI | 1.50% | 3.00% |
| Cash Rate | - | 3.54% |
| High Yield Interest Rate | 4.20% | - |
| Estimated commencement of outflow | First Quarter 2023 | First Quarter 2023 |
Contingent Liability
As part of the acquisition of Venturex Pilbara Pty. Ltd, Venturex included as part of the purchase consideration a future payment which is triggered by an announcement of its intention to commence mining operations on any of the tenements held by Venturex or its related bodies corporate, within 100 kilometres of Whim Creek. Venturex will issue such number of shares equal to $3,000,000 divided by the 30 day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals, if not obtained; Venturex will instead pay the amount of $3,500,000 cash.
As a result of the Company’s decision to embark on an enhancement programme of the Pilbara Copper-Zinc Project, a definitive date for the commencement of mining is unable to be determined.
Note 17 - Employee Benefits
| Note 17 - Employee Benefits | |||||
|---|---|---|---|---|---|
| 2015 | 2014 | ||||
| $ | $ | ||||
| Annual Leave: | |||||
| Opening balance at beginning of year | 114,420 | 137,714 | |||
| Additional provisions raised during year | 74,076 | 92,650 | |||
| Amounts used | (183,094) | (115,613) | |||
| Effects of movement in exchange rate | (2,322) | (331) | |||
| Balance at end of the year | 3,080 | 114,420 | |||
| Long Service Leave: | |||||
| Opening balance at beginning of year | 22,553 | 16,630 | |||
| Additional provisions raised during year | 29,601 | 10,470 | |||
| Amounts used | (19,546) | - | |||
| Unused amounts reversed | (20,899) | (4,547) | |||
| Balance at end of the year | 11,709 | 22,553 | |||
| Total Employee Benefits | |||||
| Current | 3,080 | 114,420 | |||
| Non-current | 11,709 | 22,553 | |||
| 14,789 | 136,973 | ||||
| Note 18 – Capital and Reserves | |||||
| Note | 2015 | 2014 | |||
| $ | $ | ||||
| Ordinary shares fully paid | 18a | 86,910,839 | 86,910,839 | ||
| Share based payment reserve | 18d(i) | - | 402,763 | ||
| Foreign Currency Translation Reserve | 18d(ii) | - | (219,930) | ||
| 86,910,839 | 87,093,672 | ||||
| (a) Ordinary Shares fully paid |
2015 | 2015 | 2014 | 2014 | |
| No. | $ | No. | $ | ||
| At the beginning of reporting period | 1,547,869,181 | 86,910,839 | 1,547,869,181 | 86,918,414 | |
| Shares issued during year | (i) | - | - | - | - |
| Exercise of Options – Shares issued during the year | (ii) | - | - | - | - |
| Transaction costs relating to share issues | (iii) | - | - | - | (7,575) |
| At end of the reporting period | 1,547,869,181 | 86,910,839 | 1,547,869,181 | 86,910,839 |
-
(i) There were no shares issued during the financial year ended 30 June 2015 or 30 June 2014.
-
(ii) There were no options exercised during the financial year ended 30 June 2015 or 30 June 2014. (iii) There were no transaction costs relating to share issues during the financial year ended 30 June 2015 (30 June 2014: $7,575).
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NOTES TO THE FINANCIAL STATEMENTS
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(b) Terms and conditions of equity
Ordinary Shares
Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Group Entity, 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 Shareholder meeting of the Group Entity.
Options
Options do not have the right to receive dividends as declared and, in the event of winding up the Group Entity, 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.
Options do not entitle their holder to vote at a Shareholder meeting of the Group Entity.
Shares allotted pursuant to an exercise of options shall rank from the date of allotment, equally with existing shares of the Group Entity in all respects.
-
(c) Capital Management
-
Management controls the capital of the Group Entity in order to maintain a good debt to equity ratio, provide the Shareholders with adequate returns and ensure that the Group Entity can fund its operations and continue as a going concern.
The Group Entity’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements.
Management effectively manages the Group Entity’s capital by assessing the Group Entity’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to Shareholders and share issues.
There have been no changes in the strategy adopted by Management to control the capital of the Group Entity since the prior year. This strategy is to ensure that the Group Entity’s gearing ratio remains nil/low. The gearing ratios for the year ended 30 June 2015 and 30 June 2014 are as follows:
| Total insurance premium funding Less: cash and cash equivalents Net debt Total equity Total capital Gearing ratio |
2015 2014 $ $ 31,240 23,936 (1,059,171) (1,159,329) |
|---|---|
| (1,027,931) (1,135,393) 14,849,164 56,003,270 |
|
| 14,849,164 56,003,270 |
|
| - - |
- (d) Nature and purpose of reserves
i) Share based payment reserve;
The share based payment reserve is used to recognise the fair value of options issued but not exercised.
ii) Foreign Currency Translation Reserve
Exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve, as described in note 1(b).
Note 19 - Share-Based Payments Reserve
| At beginning of the reporting period Unlisted Options issued (i) Unlisted Options expensed over vesting period (ii) Unlisted Options exercised (iii) Unlisted Options expiry (iv) At end of the reporting period |
2015 2014 $ $ 402,763 1,081,141 - 23,928 5,484 75,392 - - (408,247) (777,698) |
|---|---|
| - 402,763 |
- (i) Options Granted to Directors or Other Key Management Personnel.
(ii) Unlisted Options Granted to Directors or Other Key Management Personnel expensed over vesting period.
| 2015 Details 02-Dec-13 Issue of options to Directors and Key Management Personnel 2014 Details 6-Dec-11 Issue of options to Directors and Key Management Personnel 23-Jul-12 Issue of options to Directors and Key Management Personnel |
No. Fair Market Value $ 10,000,000 0.001 10,000,000 No. Fair Market Value $ 11,000,000 0.036 10,000,000 0.016 21,000,000 |
Value at Grant Date $ Expensed in 2015 $ 12,914 5,484 |
|---|---|---|
| 12,914 5,484 |
||
Value at Grant Date $ Expensed over vesting period $ 391,871 27,896 165,086 47,496 |
||
| 556,957 75,392 |
A total of 11,000,000 unlisted options were granted to Directors and Key Management Personnel during the financial year 2012. 4,400,000 options vested on 6 December 2012 and 6,600,000 vest on 6 December 2013. The value of these options is $391,871, of which $27,896 was expensed during the financial year.
A total of 10,000,000 unlisted options were granted to Directors and Key Management Personnel during the financial year 2013. 4,000,000 options vest on 23 July 2013 and 6,000,000 vest on 23 March 2014. The value of these options is $165,086, of which $47,496 was expensed during the financial year.
(iii) Unlisted Options Exercised
There were no unlisted options exercised for the year ended 30 June 2015 or 30 June 2014
(iv) Unlisted Options Expired
| Unlisted Options Expired | ||
|---|---|---|
| 2015 Expiry Date Details 5-Dec-14 Expiry of Options – VXRAS 8-Jun-15 Expiry of Options – VXRAK 8-Jun-15 Expiry of Options – VXRAU 8-Jun-15 Expiry of Options – VXRAU |
No. Fair Market Value $ (6,000,000) 0.035 (10,000,000) 0.016 (10,000,000) 0.002 (10,000,000) 0.001 (36,000,000) |
Value at Grant Date $ Expensed over vesting period $ 213,749 (213,749) 165,086 (165,086) 16,498 (16,498) 12,914 (12,914) |
| 408,247 (408,247) |
A total of 6,000,000 unlisted options expired on 5 December 2014. The value of these options is $213,749, of which $213,749 was reversed to accumulated losses during the year ended 30 June 2015.
A total of 10,000,000 unlisted options expired on 8 June 2015. The value of these options is $165,086, of which $165,086 was reversed to accumulated losses during the year ended 30 June 2015.
A total of 10,000,000 unlisted options expired on 8 June 2015. The value of these options is $16,498, of which $16,498 was reversed to accumulated losses during the year ended 30 June 2015.
A total of 10,000,000 unlisted options expired on 8 June 2015. The value of these options is $12,914, of which $12,914 was reversed to accumulated losses during the year ended 30 June 2015.
| 2014 Expiry Date Details 28-Nov-13 Expiry of Options – VXRAD 28-Nov-13 Expiry of Options – VXRAD 4-Apr-14 Expiry of Options – VXRAQ 4-Apr-14 Expiry of Options – VXRAS |
No. Fair Market Value $ (5,000,000) 0.020 (3,000,000) 0.048 (7,500,000) 0.049 (5,000,000) 0.035 (20,500,000) |
Value at Grant Date $ Expensed over vesting period $ 226,181 (226,181) 143,248 (143,248) 230,146 (230,146) 178,123 (178,123) |
|---|---|---|
| 777,698 (777,698) |
There were no Options issued to Directors or Other Key Management Personnel during the financial year ending 30 June 2015.
| 2014 Details 02-Dec-13 Issue of options to Directors and Key Management Personnel 02-Dec-13 Issue of options to Directors and Key Management Personnel |
No. Fair Market Value $ 10,000,000 0.002 10,000,000 0.001 20,000,000 |
Value at Grant Date $ To Expense in 2015 (ii) $ Expensed in 2014 $ 16,498 - 16,498 12,914 5,484 7,430 |
|---|---|---|
| 29,412 5,484 23,928 |
A total of 5,000,000 unlisted options expired on 28 November 2013. The value of these options is $226,181, of which $226,181 was reversed to accumulated losses during the year ended 30 June 2014.
A total of 3,000,000 unlisted options expired on 28 November 2013. The value of these options is $143,248, of which $143,248 was reversed to accumulated losses during the year ended 30 June 2014.
A total of 7,500,000 unlisted options expired on 4 April 2014. The value of these options is $230,146, of which $230,146 was reversed to accumulated losses during the year ended 30 June 2014.
A total of 5,000,000 unlisted options expired on 4 April 2014. The value of these options is $178,123, of which $178,123 was reversed to accumulated losses during the year ended 30 June 2014.
A total of 20,000,000 unlisted options were granted to Directors or other Key Management Personnel during the previous year. 10,000,000 options vest on 2 December 2013 and 10,000,000 vest on 2 December 2014. The value of these options is $29,412, of which $23,928 was expensed during the previous financial year (refer ii for current year expenses).
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NOTES TO THE FINANCIAL STATEMENTS
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(a) Changes in Share Options for Directors, Key Employees and Options to Acquire Goods and Services during the year are as follows:
| 2015 Exercise Price Expiry Date $ Unlisted Options (VXRAS) 0.150 05-Dec-14 Unlisted Options (VXRAK) 0.120 22-Jul-15 Unlisted Options (VXRAU) 0.025 01-Dec-16 Unlisted Options (VXRAU) 0.035 01-Dec-16 2014 Exercise Price Expiry Date $ Unlisted Options (VXRAD) 0.150 28-Nov-13 Unlisted Options (VXRAQ) 0.150 05-Apr-14 Unlisted Options (VXRAS) 0.150 05-Apr-14 Unlisted Options (VXRAS) 0.150 05-Dec-14 Unlisted Options (VXRAK) 0.120 22-Jul-15 Unlisted Options (VXRAU) 0.025 01-Dec-16 Unlisted Options (VXRAU) 0.035 01-Dec-16 |
Balance at beginning of year Issued during the year Exercised during the year Expired during the year Balance at end of year No. No. No. No. No. 6,000,000 - - (6,000,000) - 10,000,000 - - (10,000,000) - 10,000,000 - - (10,000,000) - 10,000,000 - - (10,000,000) - |
|---|---|
| 36,000,000 - - (36,000,000) - |
|
| Balance at beginning of year Issued during the year Exercised during the year Expired during the year Balance at end of year No. No. No. No. No. 8,000,000 - - (8,000,000) - 7,500,000 - - (7,500,000) - 5,000,000 - - (5,000,000) - 6,000,000 - - - 6,000,000 10,000,000 - - - 10,000,000 - 10,000,000 - - 10,000,000 - 10,000,000 - - 10,000,000 |
|
| 36,500,000 20,000,000 - (20,500,000) 36,000,000 |
(b) Expenses Arising From Share-Based Payment Transactions
Total expenses (revenue) arising from share-based payment transactions recognised during the year were as follows:
| Compensation to Directors & Key Management Personnel Compensation to Employees / Former Directors & Key Management Personnel |
2015 2014 $ $ 5,484 85,372 - 13,948 |
|---|---|
| 5,484 99,320 |
Note 20 - Operating Leases
Leases as lessee
Non-cancellable operating lease rentals are payable as follows:
| - not later than 12 months - between 12 months and 5 years - greater than 5 years |
2015 2014 $ $ 24,441 220,794 1,218 25,659 - - |
|---|---|
| 25,659 246,453 |
The Group Entity leases a building in West Perth and office equipment under operating leases.
The building lease runs for a period of 3 years, with an option to renew the lease after that date. Lease payments are subject to either fixed annual reviews (4%) or market reviews.
The office equipment lease runs for a period of 4 years, with an option to renew the lease after that date. Lease payments are fixed for the duration of the lease.
The small appliances lease runs for a period of 5 years, with an option to renew the lease after that date. Lease payments are fixed for the duration of the lease.
During the financial year ended 30 June 2015, $227,322 was recognised as an expense in the profit or loss in respect of operating leases (2014: $206,025).
Note 21 - Capital Commitments
Exploration expenditure commitments
In order to maintain current rights of tenure to exploration tenements, the Group Entity is required to comply with the minimum expenditure obligations under the Mining Act. These obligations have been met, or the appropriate exemptions have been granted. The future obligations which are subject to renegotiation when an application for a mining lease is made and at other times are not provided for in the financial statements. Capital expenditure contracted for at the end of the reporting period but not recognised as liabilities is as follows:
2015 2014 $ $ - not later than 12 months 1,090,460 1,165,329 - between 12 months and 5 years - - - - - greater than 5 years 1,090,460 1,165,329
Note 22 - Contingencies
The Group Entity’s contingencies are as follows:
-
As part of the acquisition of Venturex Pilbara Pty. Ltd, Venturex included as part of the purchase consideration a contingent liability. This is based upon an announcement of the Company’s intention to commence mining operations on any of the tenements held by Venturex or its related bodies corporate, within 100 kilometres of Whim Creek. Venturex will issue such number of shares equal to $3,000,000 divided by the 30 day volume weighted average trading price of the Company’s shares trading on the ASX over the period ending on the day immediately prior to any announcement of the intention to commence mining operations by the Company. This is subject to receipt of all necessary Shareholder approvals. If approval is not obtained, Venturex will instead pay the amount of $3,500,000 cash.
-
As part of the acquisition of Venturex Sulphur Springs Pty. Ltd. Venturex included as part of the purchase consideration the grant of zinc off-take rights to Toho Zinc capped at 230,000t of zinc in zinc concentrate from Sulphur Springs (or Venturex’s other Pilbara Operations) on international benchmark terms.
-
As part of the acquisition of Kangaroo Caves M45/587, Venturex included as part of the purchase consideration for the granting of an uncapped royalty of $2.00 per dry metric tonne for any ore mined and processed from the Kangaroo Caves tenement.
The contingencies will only become payable if favourable economic and infrastructure conditions exist to justify the mining and processing of the ore. These conditions are influenced by numerous external factors for which there is no certainty, and therefore, the Group Entity has made no provision in its account for these potential contingent liabilities.
Note 23 - Operating Segments
The full Board of Directors, who are the chief operating decision makers, has identified two reportable segments from a geographical prospective with the mineral exploration segments being Australian and Brazilian segments.
Management assesses the performance of the operating segments based on a measure of exploration and evaluation expenditure for each geographical area. The measure excludes items such as the effects of share based payments expenses, interest income and corporate expenses as these activities are centralised.
| 2015 Segment revenue Segment other income Segment loss Total segment loss Inter-segment loss Net segment loss Total segment assets Total segment liabilities 2014 Segment revenue Segment other income Segment loss Total segment loss Inter-segment loss Net segment loss Total segment assets Total segment liabilities Reconciliation of segment result to Group net loss before Net segment loss Corporate items: Interest revenue Other revenue Employee and Directors; benefits expense Gain on derecognition of contingent liability Other income/(expenses) Net profit/(loss) before tax from continuing operations |
Australia $ - |
Brazil Total $ $ - - |
|---|---|---|
| - | - - |
|
| (40,684,958) - |
(765,631) (41,450,589) - - |
|
| (40,684,958) | (765,631) (41,450,589) |
|
| 26,695,355 | - 26,695,355 |
|
| (11,846,191) | - (11,846,191) |
|
Australia $ (Restated) - |
Brazil Total $ $ (Restated) - - |
|
| - | - - |
|
| (2,086,393) - |
(2,569,011) (4,655,404) - - |
|
| (2,086,393) | (2,569,011) (4,655,404) |
|
| 70,498,327 | 55,005 70,553,332 |
|
| (14,481,778) | (68,284) (14,550,062) |
|
tax is provided as follows: |
2015 2014 $ $ (Restated) (41,450,589) (4,655,404) 53,167 969,069 1,071,111 50,000 (1,053,209) (1,074,318) - - - (1) |
|
| (41,379,520) (4,710,654) |
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A consolidated statement of profit or loss and other comprehensive income and consolidated statement of financial position, comprising the Company and controlled entity which is a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, for the year ended 30 June 2015 is set out as follows:
Note 24 - Cash Flow Information
| Note (a) Reconciliation of Cash Flow from Operations with Comprehensive Income Loss for the period Add back depreciation expense 13 Add back impairment loss on trade receivables 9 Add back interest from other parties Add back equity issued for nil consideration, options issued 19b Add back impairment of area of interest 14 Add back write off of area of interest 14 Add back income from investing activities Add back re-estimation of rehabilitation provision 16 Add back unwind of discount on rehabilitation 16 Add back derecognition of foreign currency reserve (Net Gain) Loss on sale of plant & equipment Add back impairment of plant & equipment 13 Decreases in accounts receivable Decreases in other current assets Increases/(Decreases) in accounts payable Decreases in employee provisions Cash flow used in operations |
2015 2014 $ $ (Restated) (41,379,520) (4,710,654) 278,732 319,736 4,454 - (1,475) (1,715) 5,484 99,320 41,410,836 2,446,209 676,428 - - (1,692,962) (2,462,332) (852,296) 72,821 563,240 223,665 - (754,392) 58,590 33,143 - 702,438 14,032 37,988 728,495 (162,023) 257,444 (121,246) (17,025) |
|---|---|
| (1,434,999) (2,787,586) |
(b) Non-Cash Financing and Investing Activities
Share and Option Issues
These are no shares and options issued that are not reflected in the Cash Flow Information for the year ended 30 June 2015 and 30 June 2014.
Note 25 - Controlled Entities
| Note 25 - Controlled Entities | |||
|---|---|---|---|
| Country of Incorporation | Percentage Owned (%)* | ||
| 2015 | 2014 | ||
| Company: | |||
| Venturex Resources Limited | Australia | ||
| Subsidiaries of Venturex Resources Limited: | |||
| Jutt Resources Pty. Ltd. | Australia | 100 | 100 |
| Juranium Pty. Ltd. | Australia | 100 | 100 |
| CMG Gold Ltd. | Australia | 100 | 100 |
| CMG Mineração Ltda. | Brazil | - | 100 |
| Venturex Pilbara Pty. Ltd. | Australia | 100 | 100 |
| Venturex Sulphur Springs Pty. Ltd. | Australia | 100 | 100 |
- Percentage of voting power is in proportion to ownership.
The Company disposed of one subsidiary incorporated in Brazil; CMG Mineração Ltda. on 18 May 2015.
Note 26 - Events after the Reporting Period
On 1 July 2015, Mr Ray Parry resigned as an independent Non-Executive Director.
On 1 July 2015, Mr Anthony Reilly and Mr Darren Stralow were appointed as Non-Executive Directors.
There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Group Entity, to affect significantly the operations of the Group Entity, the results of those operations, or the state of affairs of the Group Entity, in future financial years.
Note 27 - Deed of Cross Guarantee
Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, the wholly-owned subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and Director’s reports. It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Company will only be liable in the event that after six months any creditor has not been paid in full.
The subsidiary subject to the Deed of Cross Guarantee is CMG Gold Ltd.
Consolidated Statement of Profit or Loss and Other Comprehensive Income for Closed Group
| Revenue and Other Income Administrative expense Corporate expense Directors, employees and consultants fee Exploration and evaluation expense Closure costs Impairment/write off of area of interest Impairment/write off of intercompany investment Impairment/write off of intercompany receivables Impairment/write off of trade and other receivables Impairment/write off of plant and equipment Finance costs Gain on derecognition of foreign currency reserve Loss before income tax Income tax expense Loss after income tax attributable to the owners of the company Other comprehensive income Items that may be reclassified to profit and loss: Foreign currency translation differences – foreign operations Other comprehensive income for the period, net of tax Total comprehensive loss for the period attributable to owners of the Company Retained earnings at beginning of year Share based payment – expiry of options Restatement on change of accounting policy (see note 1) Retained earnings at end of year attributable to equity holders of the Company Consolidated Statement of Financial Position for Closed Group Assets Current assets Cash and cash equivalents Trade and other receivables Other Total current assets Intercompany investments Plant and equipment Intercompany loans Exploration and evaluation costs Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Employee benefits Total current liabilities Non-current liabilities Provisions Intercompany loans Employee benefits Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity |
2015 2014 $ $ (Restated) 56,795 107,376 (342,110) (391,178) (220,534) (369,858) (929,084) (1,052,138) (398,377) (117,900) (135,770) - - (2,446,209) (16,961,702) (17,591,532) (6,385,553) (2,771,950) (4,454) - (33,143) - (1,809) (1,715) (223,665) - |
|---|---|
| (25,579,406) (24,635,104) - - |
|
| (25,579,406) (24,635,104) |
|
| 219,930 (215,914) |
|
| 219,930 (215,914) |
|
| (25,359,476) (24,851,018) |
|
| (46,769,194) (22,375,215) 408,246 777,698 - (536,573) |
|
| (46,360,948) (22,134,090) |
|
| 2015 2014 $ $ (Restated) 1,059,171 1,159,329 9,312 981,729 119,107 130,535 |
|
| 1,187,590 2,271,593 |
|
| 1,190,791 18,152,494 38,477 100,613 13,368,651 20,865,677 - - |
|
| 14,597,919 **39,118,784 ** |
|
| 15,785,509 41,390,377 |
|
| 259,459 387,907 330,770 330,770 3,080 114,420 |
|
| 593,309 833,097 |
|
| - - 210,006 210,249 11,709 22,553 |
|
| 221,715 **232,802 ** |
|
| 815,024 1,065,899 |
|
| 14,970,485 40,324,478 |
|
| 86,910,839 86,910,839 - 182,833 (71,940,354) (46,769,194) |
|
| 14,970,485 40,324,478 |
CMG Gold Ltd. became a party to the Deed of Cross Guarantee on 11 June 2010.
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Note 28 - Related Party Transactions
Key Management Personnel Compensation
The aggregate compensation made to Directors and Key Management Personnel of the Group Entity is set out below:
| Short-term employee benefits Post-employment benefits Share-based payments Termination benefits |
2015 2014 $ $ 671,556 881,203 35,660 38,699 5,484 85,372 - - |
|---|---|
| 712,700 1,005,274 |
Related Party Transactions
Transactions between related parties are on normal commercial terms and conditions and are no more favourable than those available to other parties unless otherwise stated.
-
(a) Ultimate Parent Company
-
The ultimate parent Company within the Group Entity is Venturex Resources Limited which is incorporated in Australia.
-
(b) Subsidiaries Interests in subsidiaries are set out in Note 25.
-
(c) Key Management Personnel
-
Disclosures relating to Key Management Personnel are set out in the Directors Report. There were no loans to Key Management Personnel or other transactions with Key Management Personnel during the year.
-
(d) Loans to/from related parties Venturex Resources Limited repaid $407,816 (2014 Restated: $317,191) to wholly owned subsidiaries.
-
The loans are unsecured, interest rate free (2014: interest rate free) and repayable on demand. There were no repayments made during the year.
Note 29 - Parent Information
The following details information related to the Company, Venturex Resources Ltd, at 30 June 2015. The information presented here has been prepared using consistent accounting policies as presented in Note 1.
| Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Contributed equity Reserves Accumulated losses Total Equity Profit / (loss) for the year Other comprehensive income for the year Total comprehensive income for the year |
2015 2014 $ $ (Restated) 1,187,552 2,253,371 14,597,956 53,528,720 |
|---|---|
| 15,785,508 55,782,091 593,309 764,812 221,715 232,802 |
|
| 815,024 997,614 86,910,839 86,910,839 - 402,762 (71,940,355) (32,529,124) |
|
| 14,970,484 54,784,477 |
|
| (39,819,476) (21,955,537) - - |
|
| (39,819,476) (21,955,537) |
Guarantees Entered into by the Parent Entity in Relation to Debts of its Subsidiaries
The Parent Entity entered into a Deed of Cross Guarantee in relation to the debts of its subsidiaries during the year ended 30 June 2011 (refer to Note 27).
Commitments and Contingent Liabilities
The Parent Entity has commitments in the form of Operating Leases in relation to Office Premises and Office Equipment (refer to Note 20).
The Parent Entity also has a contingent liability as part of the acquisition of Venturex Pilbara Pty. Ltd. (formerly Straits (Whim Creek) Pty. Ltd.) of a future payment of $3,000,000 which is triggered by an announcement of its intention to commence mining operations on any of the tenements held by Venturex or its related bodies corporate, within 100 kilometres of Whim Creek (refer to Notes 16 and 22).
Note 30 - Financial Instruments
- (a) Financial Instruments
The Group Entity's financial instruments consist of cash and cash equivalents, trade and other receivables and trade and other payables.
The Group Entity does not have any derivative instruments at 30 June 2015 (2014: nil).
(d) Interest Rate Risk
Interest rate risk is the risk that a financial instruments value will fluctuate as a result of changes in market interest rates. The Group Entity’s interest rate risk primarily arises from cash and cash equivalents and long term deposits held. Risk is managed by regular monitoring of the fluctuations of the interest rates. The effective weighted average interest rate on classes of financial assets and financial liabilities is as follows:
| Note Weighted Average Effective Interest Rate 2015 Financial Assets: Cash and cash equivalents 8 1.6% Trade and other receivables 9 - Other assets 12 2.15% Total Financial Assets Financial Liabilities: Trade and other payables 15 Total Financial Liabilities Note Weighted Average Effective Interest Rate 2014 Financial Assets: Cash and cash equivalents 8 2.5% Trade and other receivables 9 Other assets 12 2.5% Total Financial Assets Financial Liabilities: Trade and other payables 15 Total Financial Liabilities |
Floating Interest Rate Fixed Interest Rate Within Year Fixed Interest Rate 1 to 5 years Fixed Interest Rate Over 5 years Non- Interest Bearing Total $ $ $ $ $ $ 1,059,171 - - - - 1,059,171 - - - - 281,190 281,190 62,231 - - - - 62,231 |
|---|---|
| 1,121,402 - - - 281,190 1,402,592 |
|
| - - - - 330,896 330,896 |
|
| - - - - 330,896 330,896 |
|
| Floating Interest Rate Fixed Interest Rate Within Year Fixed Interest Rate 1 to 5 years Fixed Interest Rate Over 5 years Non- Interest Bearing Total $ $ $ $ $ $ 1,159,329 - - - - 1,159,329 - - - - 988,310 988,310 74,231 - - - - 74,231 |
|
| 1,233,560 - - - 988,310 2,221,870 |
|
| - - - - 523,070 523,070 |
|
| - - - - 523,070 523,070 |
Interest rate sensitivity analysis
The following table indicates the impact on how profit or loss income and equity values reported at balance date would have been affected by 2% changes in the interest rates. This sensitivity assumes that the movement in a particular variable is independent of other variables:
| +/- 2% in interest rates - Year ended 30 June 2015 - Year ended 30 June 2014 |
Profit or Loss Income Equity $ $ |
|---|---|
| +/-22,000 - |
|
| +/-23,000 +/-23,000 |
- (e) Credit Risk
Credit risk is the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group Entity. The Group Entity is exposed to credit risk via its cash and cash equivalents and trade and other receivables. To reduce risk exposure for the Group Entity's cash and cash equivalents, it places them with high credit quality financial institutions.
The Group Entity has analysed its trade and other receivables below. Trade and other receivables disclosed below have been impaired by $4,454 (2014: Nil).
| Note 2015 Trade and other receivables 9 2014 Trade and other receivables 9 |
0-30 days 30-60 days 60-90 days 90+day Total |
|---|---|
| 281,190 - - - 281,190 |
|
| 983,732 - - 4,578 988,310 |
- (b) Significant accounting policies
Details of significant accounting policies and methods adopted, including the criteria for recognition, the basis for measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 1 to the financial statements.
(c) Financial Risk Management
The main risks the Group Entity is exposed to through its operations are interest rate risk, credit risk and liquidity risk, and exposure to foreign currencies.
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NOTES TO THE FINANCIAL STATEMENTS
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DIRECTORS’ DECLARATION
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(f) Liquidity Risk
The Group Entity is exposed to liquidity risk via its trade and other payables. Liquidity risk is the risk that the Group Entity will encounter difficulty in raising funds to meet the commitments associated with its financial liabilities. Responsibility for liquidity risk rests with the Board who manage liquidity risk by monitoring undiscounted cash flow forecasts and actual cash flows provided to them by the Group Entity's Management at Board meetings to ensure that the Group Entity continues to be able to meet its debts as and when they fall due. Contracts are not entered into unless the Board believes that there is sufficient cash flow to fund the additional activity. The Board considers when reviewing its undiscounted cash flows forecasts whether the Group Entity needs to raise additional funding from the equity markets.
The Directors of the Company declare that:
-
the financial statements and notes, as set out on pages 18 to 42, are in accordance with the Corporations Act 2001 and :
-
(a) comply with Accounting Standards and the Corporations Regulations 2001 and other
- mandatory professional reporting requirements; and
The Group Entity has analysed its trade and other payables below based on their expected maturities.
| Note 2015 Trade and other payables 15 2014 Trade and other payables 15 |
0-30 days 30-60 days 60-90 days 90+ days Total |
|---|---|
| 318,244 12,650 - - 330,894 |
|
| 419,879 72,391 - 30,800 523,070 |
- (g) Exposure to Foreign Currency risk
The Group Entity is exposed to foreign currency risk on purchases that are denominated in a currency other than the AUD. The currency giving rise to this risk is primarily the Brazilian Real (BRL). The Group Entity’s currency risk primarily arises through fluctuation in foreign exchange rates, particularly the US dollar and the BRL. Risk is managed by regular monitoring of the fluctuations in exchange rates, and by managing budget and cash flow process.
The Group Entity currently does not hedge against foreign currency gains or losses.
The Group Entity’s exposure to foreign currency risk was as follows, based on notional amounts:
| The Group Entity’s exposure to foreign currency risk was as | follows, based on notional amounts: |
|---|---|
| Note Trade and other receivables and other assets Trade and other payables Gross statement of financial position exposure |
2015 2014 $ $ - - - (51,274) |
| - (51,274) |
- (b) give a true and fair view of the financial position as at 30 June 2015 and of the performance for the year ended on that date;
-
the Chief Executive Officer and Chief Finance Officer have each declared that:
-
(a) the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;
-
(b) the financial statements and notes for the financial year comply with the Accounting Standards; and
-
(c) the financial statements and notes for the financial year give a true and fair view.
-
(d) at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group identified in note 27 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross guarantee described in note 27.
-
(e) Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.
-
-
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.
-
(h) Fair Values
All financial assets and liabilities recognised in the Statement of Financial Position, whether they are carried at cost or fair value, are recognised at amounts that represent a reasonable approximation of fair value unless otherwise stated in the applicable notes.
Note 31. Fair Value of Financial Instruments
(a) Recurring fair value measurements
The Group does not have any financial instruments that are subject to recurring or non-recurring fair value measurements.
- (b) Fair values of financial instruments not measured at fair value
Due to their short-term nature, the carrying amounts of current receivables and current trade and other payables is assumed to equal their fair value.
Note 32. Fair Value of Options Granted
The fair value at grant date is determined using a Black-Scholes option pricing model which takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, and the risk free interest rate for the term of the option.
This declaration is made in accordance with a resolution of the Board of Directors.
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JOHN NITSCHKE Interim CEO
Dated this 30th day of September 2015
The weighted average model inputs used for options granted during the period included:
2015 2014 Weighted average exercise price Nil $0.025 & $0.035 Weighted average life of the option Nil 3 years Underlying share price Nil $0.005 Expected share price volatility Nil 105% Risk free interest rate Nil 3.54% Expected dividend yield Nil Nil
The expected share price volatility is based on the Group Entity's historic volatility since listing in April 2007.
A summary of options granted, and a summary of options outstanding at the end of the year are detailed in Note 19.
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INDEPENDENT AUDIT REPORT
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INDEPENDENT AUDIT REPORT
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Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au
38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia
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INDEPENDENT AUDITOR’S REPORT
To the members of Venturex Resources Limited
We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Venturex Resources Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.
Opinion
In our opinion:
Report on the Financial Report
We have audited the accompanying financial report of Venturex Resources Limited, which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Stat ements, that the financial statements comply with International Financial Reporting Standards .
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .
-
(a) the financial report of Venturex Resources Limited is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Emphasis of matter
Without modifying our opinion, we draw attention to Note 1 in the financial report, which indicates the existence of a material uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2015. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Venturex Resources Limited for the year ended 30 June 2015 complies with section 300A of the Corporations Act 2001 .
BDO Audit (WA) Pty Ltd
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Jarrad Prue
Director
Perth, 30 September 2015
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees
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SUPPLEMENTARY INFORMATION
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The following Supplementary Information is provided as at 23 September 2015:
EQUITY SECURITIES HOLDER INFORMATION
Ordinary Shares
1,547,869,181 quoted fully paid ordinary shares (VXR). All ordinary shares carry one vote per share.
| Distribution of Fully Paid Ordinary Shares | No of Holders | No of Units | % of Issued Capital |
|---|---|---|---|
| 1 - 1,000 | 69 | 3,748 | 0.000 |
| 1,001 – 5,000 | 26 | 101,420 | 0.007 |
| 5,001 – 10,000 | 83 | 697,870 | 0.045 |
| 10,001 – 100,000 | 530 | 24,652,587 | 1.593 |
| 100,001–99,999,999,999 | 466 | 1,522,413,556 | 98.355 |
| TOTAL | 1,174 | 1,547,869,181 | 100.000 |
761 Shareholders held less than a marketable parcel (<$500) of ordinary fully paid shares based on the current market price ($0.004 – 23-9-2014).
| Twenty Largest Holders of Ordinary Fully Paid Shares | Twenty Largest Holders of Ordinary Fully Paid Shares | No of Shares | |
|---|---|---|---|
| 1. | REGENT PACIFIC GROUP LIMITED | 518,103,930 | 33.472 |
| 2. | NORTHERN STAR RESOURCES LIMITED | 199,689,768 | 12.901 |
| 3. | HENGHOU INDUSTRIES (HONG KONG) LIMITED | 113,967,184 | 7.363 |
| 4. | GREENRIDGE HOLDINGS PTY. LTD. | 43,411,851 | 2.805 |
| 5. | ARGONAUT EQUITY PARTNERS PTY. LIMITED | 38,315,702 | 2.475 |
| 6. | J P MORGAN NOMINEES AUSTRALIA LIMITED | 37,391,030 | 2.416 |
| 7. | UBS WEALTH MANAGEMENT AUSTRALIA NOMINESS PTY. LTD. | 31,097,648 | 2.009 |
| 8. | MAINPLAY PTY. LTD. | 27,725,455 | 1.791 |
| 9. | AFM PERSEUS FUND LIMITED | 22,786,617 | 1.472 |
| 10. | GJ RISHWORTH & AH IRAWATI | 20,500,000 | 1.324 |
| 11. | ANTHONY MILES REILLY | 18,000,001 | 1.163 |
| 12. | CITICORP NOMINESS PTY LIMITED | 17,995,076 | 1.163 |
| 13. | DOVE NOMINEES PTY. LTD. | 15,518,055 | 1.003 |
| 14. | CHEYNES BEACH FINANCE PTY. LTD. | 12,000,000 | 0.775 |
| 15. | OGDEN GROUP PTY. LTD. | 11,900,000 | 0.769 |
| 16. | ANTHONY WILLIAM KIERNAN | 11,848,182 | 0.765 |
| 17. | BRIAN & MARY FEATHERBY | 11,227,999 | 0.720 |
| 18. | CLARK SUPERANNUATION FUND PTY. LTD. | 10,210,199 | 0.660 |
| 19. | HSBC CUSTODY NOMINEES (AUTRALIA) LIMITED | 10,003,020 | 0.640 |
| 20 | HEATHER MOLINIA | 9,960,000 | 0.640 |
| 1,181,651,717 | 76.340 |
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Substantial Shareholders
The names of substantial Shareholders who have notified the Company in accordance with Section 671B of the Corporations Act are:
| are: | |||
|---|---|---|---|
| Beneficial Owner | No of Shares* | %* | Date |
| Regent Pacific Group Limited | 518,103,930 | 33.472 |
4/06/2013 |
| Northern Star Resources Limited | 199,689,768 | 12.901 |
4/06/2013 |
| Henghou Industries (Hong Kong) Limited | 96,433,771 | 6.718 |
19/04/2013 |
- Figures as reported on the last Substantial Shareholder notice received by the Company.
SHAREHOLDER ENQUIRIES
All Shareholder queries (including Holding Details, Change of Address, Change of Name and Consolidation of Shareholder should be directed to the Share Registry:
Advanced Share Registry Tel: (61 8) 9389 8033 110 Stirling Highway Fax: (61 8) 9389 7871 Nedlands WA 6009
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Registered Office Level 2, 91 Havelock Street West Perth WA 6005 Australia
Postal Address Telephone: +61 8 6389 7400 PO Box 585 Fax: +61 8 9463 7836 West Perth WA 6872 [email protected] Australia www.venturexresources.com
ABN: 28 122 180 205
ASX Code: VXR Shares
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