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DGR GLOBAL LIMITED — Annual Report 2008
Sep 29, 2008
64771_rns_2008-09-29_9bef6ce2-2321-4002-914d-1ff5b929a356.pdf
Annual Report
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D’AGUILAR GOLD LIMITED AND CONTROLLED ENTITIES
ANNUAL REPORT
FOR THE YEAR ENDED 30 JUNE 2008
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D’Aguilar Gold Limited and Controlled Entities
Annual Report for the year ended 30 June 2008
VOLUME 1
-
Chairman’s Report
-
Review of Operations and Future Developments
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Management
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Shareholder Information
-
Interests in Mining and Exploration Tenements
CORPORATE INFORMATION
DIRECTORS Nicholas Mather Ian Levy Brian Moller Vincent Mascolo
COMPANY SECRETARY Duncan Cornish
REGISTERED OFFICE AND PRINCIPAL BUSINESS OFFICE D’Aguilar Gold Ltd Level 5, 60 Edward Street Brisbane QLD 4000 Phone: + 61 7 3303 0680 Fax: +61 7 3303 0681
SOLICITORS
Hopgood Ganim Level 8, Waterfront Place 1 Eagle Street Brisbane QLD 4000
SHARE REGISTER Link Market Services Ltd Level 12, 300 Queen Street Brisbane QLD 4000 Phone: 1300 554 474
AUDITORS
BDO Kendalls (QLD) Level 18, 300 Queen Street Brisbane QLD 4000 Phone: +61 7 3237 5999
COUNTRY OF INCORPORATION Australia
STOCK EXCHANGE LISTING Australian Stock Exchange Ltd ASX Code: DGR
INTERNET ADDRESS www.daguilar.com.au
AUSTRALIAN BUSINESS NUMBER ABN 67 052 354 837
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
CONTENTS
| CONTENTS | |
|---|---|
| Chairman’s Report | 1 |
| Review of Operations and Future Developments | 2 |
| Management | 19 |
| Shareholder Information | 22 |
| Interests in Mining and Exploration Tenements | 24 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
CHAIRMAN’S REPORT
Dear Shareholder,
Notwithstanding the global share market weakness, your company is now a successful generator of new mineral provinces and exploration companies with a positive outlook as the newly industrialising nations of China and India continue to grow strongly. We continue to build a pipeline of emerging projects and place target‐specific assets into subsidiary companies which are separately managed and capitalised to suit their specific projects.
Existing and new shareholders will be able to choose the way they wish to invest – either directly in the shares of the new subsidiaries and/or indirectly via holding shares in D’Aguilar which will retain substantial holdings in the new subsidiaries and will continue to create more mining investment opportunities.
Modern Metals: The economic outlook remains best for the “modern metals”, especially those used in steel alloys that are essential for the construction of new industrial facilities. This is why your company continues to target molybdenum, nickel‐cobalt, copper, uranium and iron‐ore. We continue to explore for gold as well because there is no doubt that in unstable times it is still the best store of value and the best hedge against global currency instability.
Anduramba Molybdenum Pty Ltd: Anduramba Molybdenum Pty Ltd is D’Aguilar’s most advanced project and early mine feasibility studies are very positive. Molybdenum is a steel‐additive metal that is crucial for petroleum pipelines and other specialist applications which will be in increasingly strong demand for the decades ahead. The company has completed a pre‐feasibility study and is now considering several alternative ways to maximise returns to shareholders from this asset.
Mt Isa Metals Ltd: During 2008, our subsidiary, Mt Isa Metals Ltd (ASX: MET) was successfully taken to an Initial Public Offering to raise $7 million and be listed on the Australian Securities Exchange (ASX). It is pleasing to report that the IPO closed oversubscribed and that MET’s exploration programs are in full swing as the independent management team “muscles up” and takes advantage of the improved availability of exploration service providers. MET’s suite of projects include existing phosphate resources at D‐Tree West and its principal exploration targets are large iron‐oxide hosted copper‐gold (“IOCG”) copper‐gold orebodies like the world‐class Olympic Dam and Ernest Henry deposits, base metals and uranium in the prolific northern Queensland mineral province which is known to host some of the world’s largest orebodies. D’Aguilar Gold Limited retains a 48.19% interest in Mt Isa Metals Ltd. We anticipate that MET will also examine opportunities in the current market to add to its asset portfolio in the region, especially those projects that offer significant synergies and operating efficiencies.
AusNiCo Ltd: D’Aguilar’s nickel‐cobalt subsidiary, AusNiCo Limited is our next IPO and it has an exciting array of exploration targets especially the Pembroke nickel sulphide discovery – only the second discovery of its type in the last 55 years. AusNiCo also has prospects for copper‐gold, copper‐silver and nickel‐cobalt oxide occurrences in its tenements which total 1,840km[2] and extend for over 400km from south of Gympie and Kilkivan in Southeast Queensland to northwest of Rockhampton in central Queensland.
Ridge Exploration Pty Ltd and Eastern Uranium Pty Ltd: The Board has decided, subject to final due diligence and documentation, to merge these two subsidiaries so that their overlapping iron‐ore and uranium prospects can be explored efficiently.
Central Minerals Pty Ltd: Central Minerals is a 100% owned subsidiary and houses D’Aguilar's gold exploration projects and some of the company’s most significant advances have been made in gold exploration during the year. We believe that the gold province that has been identified by Central Minerals Pty Ltd in Central Queensland north of the Cracow gold mine and west of the famous historic Mt Morgan goldfield has strong similarities with the major gold province in Nevada USA known as the Carlin‐trend. As I write, we still await gold assays from some recent drilling in this Central Qld gold province at Rannes but irrespective of the drill results, we are confident that your company has discovered Australia’s first sediment‐hosted gold province here. Globally, most of the major goldfields are sediment‐hosted – hence we are proud of this exploration achievement which promises several future exploration successes.
On behalf of the Board, I thank staff and management of the D’Aguilar Group – their astute work and enthusiasm makes these projects increasingly valuable. Most importantly we thank the shareholders for your ongoing support for the Group’s efforts.
Ian Levy Chairman
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
1
REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS
HIGHLIGHTS
Gold – Central Minerals
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Excellent gold discoveries with high silver values on three of the first four targets within the Rannes Project Area
-
• Continued indications that the Rannes area gold mineralisation is a “Carlin Type” lookalike – a flatly dipping sedimentary hosted system rather than the epithermal quartz vein model accepted by earlier explorers. The largest gold systems in the world are sediment hosted (e.g.: Witwatersrand, South Africa; Carlin, USA).
Nickel ‐ AusNiCo
-
Intersections of near surface ore grade nickel sulphides at Pembroke, and copper gold and silver on two nearby prospects by AusNiCo at Black Snake
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Extension of nickel oxide mineralisation at Mt Cobalt with indications of nickel sulphide to north – AusNiCo preparing for IPO and ASX listing
Molybdenum ‐ Anduramba
-
Mineral Development Licence granted by Queensland Government.
-
Feasibility advanced and boosted by lower A$, stable Mo price and encouraging metallurgy
Iron Ore/Uranium ‐ Ridge Exploration and Eastern Uranium
- Early indications of extensive deposits of sediment hosted iron ore with many assays > 40% Fe
Iron Oxide Copper Gold ‐ Mt Isa Metals
- Successful IPO and ASX listing for Mt Isa Metals Limited in August 2008. Exploration commences on large tenement area targeting giant iron oxide copper‐gold‐uranium deposits concealed beneath younger sedimentary rocks.
Introduction
Since late 2006 when it re‐defined its business model D’Aguilar Gold Limited (D’Aguilar or the company) has firmly established its credentials as a generator of exploration and development companies in a wide array of minerals in Queensland and New South Wales.
Other companies have several projects but D’Aguilar offers several distinct points of difference which gives the group competitive advantages:
-
The company generates its projects directly through the skills and experience of its team of accomplished geoscientist explorationists (evident by the experience and track record of senior management as outlined elsewhere in this report), thus avoiding the costly capital expense of purchasing projects.
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Each project or exploration strategy is held in a separate subsidiary.
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Focussed or specialist management for each project/commodity/strategy are engaged as required.
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Project‐specific finance is raised in the subsidiaries – it’s faster, and less dilutive to D’Aguilar.
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When appropriate, the subsidiary can be separately capitalised – for example by an IPO
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Investors can choose to either invest specifically in a project/commodity by investing in the subsidiary or, by investing in D’Aguilar, they can invest in the resource company generating business as well as having the substantial indirect carried interest via the significant D’Aguilar equity retained in the subsidiaries. This way D’Aguilar and its subsidiaries offers appeal to a wider range of investors.
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The projects tend to be very large – in this way the opportunity to make world class discoveries and efficiencies of scale is maximised.
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The exploration concepts are often novel. While increased metals prices and advances in technology can turn former sub economic deposits into viable resources, D’Aguilar’s subsidiary projects frequently involve reassessment of large data bases with new angles and different focus. Again, while existing models might be applied to a new area alternatively new exploration models may be developed and applied to extensive exploration areas which can lead to the discovery of nationally important mineral provinces.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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The current D’Aguilar Gold Limited corporate structure is shown in Figure 1. Reviewing the D’Aguilar business model and strategy as applied over the past year, the company can positively report –
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The successful initial IPO and oversubscribed ASX listing of Mt Isa Metals Limited (ASX Code: MET) in August 2008 in difficult market conditions. This achievement exemplifies the successes which D’Aguilar believes will be forthcoming in respects of its other subsidiaries. Exploration has already commenced on a tenement area north of Mt Isa that is larger than the Tennant Creek inlier, and focussed on the discovery of giant iron oxide copper‐gold uranium deposits concealed beneath younger sediments.
-
Significant exploration success by AusNiCo Pty Ltd , with near surface ore grade intersections of nickel sulphides, copper and silver on three prospects in the Black Snake area, along with substantial extended zones of nickel oxides at Mt Cobalt. The Company believes that a new nickel province has been defined. Mr Ian Levy, formerly CEO of Allegiance Mining, was engaged as CEO. Subject to market conditions, the initial IPO and listing of AusNiCo Limited (proposed ASX Code: ANW) is planned for late 2008.
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Significant advancement of the flagship molybdenum project by subsidiary Anduramba Molybdenum Pty Ltd following the appointment of General Manager Vince Mascolo and the granting of a Mineral Development Licence by the QLD Government.
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Exploration activities by Eastern Uranium Pty Ltd identifying extensive deposits of sediment hosted iron ore, and two new gold/silver prospects, on tenements granted in southern QLD.
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Creation of a new subsidiary Central Minerals Pty Ltd focussed on gold exploration in Central QLD, exciting initial discoveries of gold and silver, and greater excitement at the potential for a new world class “Carlin Type” sediment hosted gold province to be unmasked over an exploration area now covering over 200km.
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Creation of a new subsidiary Ridge Exploration Pty Ltd focussed on iron ore exploration in the northern Surat basin.
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Advances with several other resource strategies in the developmental stage (e.g.: Bathurst, Oaky Creek, Cressbrook‐ Buaraba) and others more embryonic and as yet not tenured. One or more of these will materialise as new resource exploration subsidiaries over the coming year.
Notwithstanding difficult capital market conditions through the year, D’Aguilar believes that the underlying fundamentals exist for a sustained demand for mineral products for many years, driven by the inexorable urbanisation of many countries – foremost the BRIC economies of Brazil, Russia, India and China.
Rights to Explore
D’Aguilar’s business model is significantly based on an extensive exploration licence area in each subsidiary. D’Aguilar Gold Limited and its subsidiaries together hold a substantial package of exploration tenements in Queensland and New South Wales.
Figure 2 shows the location of company projects in South East Queensland, and Figure 3 shows the location of Mt Isa Metals Limited projects in North West and Central Queensland. The company also holds a large Exploration Licence area south of Bathurst in New South Wales (see later Figure 13). A complete list of all granted mining leases, exploration permits for minerals (EPM’s) and exploration area applications is located elsewhere within the Annual Report.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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100% Anduramba
Molybdenum PL
90% AusNiCo
Limited
100% Central Minerals
Pty Ltd
D’Aguilar Gold
Limited (ASX:DGR)
100% Ridge Exploration
Pty Ltd
84% Eastern Uranium
Pty Ltd
100% Projects in
Development
2.38% Solomon Gold plc
1% NSR (LSE/AIM:SOLG)
Mt Isa Metals
48% Limited (ASX:MET)
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Figure 1: D’Aguilar Gold corporate structure
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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Figure 2
D'Aguilar Gold Limited and subsidiary project locations in South‐East Queensland
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Figure 3
Mt Isa Metals Limited Project Locations in North‐West and Central Queensland (D’Aguilar 48%)
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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Review of Projects – Subsidiaries
Anduramba Molybdenum Pty Ltd: The Anduramba Molybdenum Project is located 150 km west of Brisbane in South East Queensland, and is the most advanced project towards development in the D’Aguilar Group. It contains a total Indicated and Inferred Resource of 32 million tonnes averaging 0.06% Mo Equiv (see footnote 1). The JORC compliant resource comprises 21 Mt Indicated and 10.6 Mt Inferred (refer ASX Announcement 31 July 2007).
Following the appointment of Mr Vincent Mascolo as General Manager of Anduramba Molybdenum Pty Ltd in January 2008 the company commenced a complete review of the pre‐feasibility study, and a detailed metallurgical testing program was commenced on the HQ diamond core recovered in the drilling program completed in January. Studies are well advanced to determine the optimum development strategy and optimum project scale. As part of this work it has been established that a 1.95 Mt per annum operation ramping up to 3 Mtpa has the potential to also produce 900,000 – 1.3m tpa of saleable industrial sand by recovery from the ore tailings. Apart from significantly reducing the volume required for tailings disposal (and all the associated costs), proceeds from the sale of industrial sand may present a significant processing cost recovery for the project. Detailed testing of tailings sand is currently underway to confirm initial encouraging tests.
The pre‐feasibility review has been completed and a proposed financing and development schedule finalised. This is shown in Table 1.
Table 1: Anduramba Molybdenum Project Schedule
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Key pre‐feasibility financial parameters and revised pit optimisation are summarised below in Table 2. It is most encouraging to note that the price of molybdenum has remained consistently above US$33/lb over the past year.
Table 2: Key Pre‐Feasibility Financial and Production Figures for Anduramba Molybdenum Project
| Operating Cost | A$15.50/ ton of ore |
|---|---|
| Capital Cost | A$87 M |
| Payback | 30 months (from 1stCashflow) |
| Mine Life | 11 years (from 1stproduction) |
| Average EBITDA | A$49.62 M pa |
| NPV (pre tax/ pre finance) | A$180 M |
| IRR (pre tax/ pre finance | 41.5% |
| Cumulative Operating Surplus | A$442.60 M |
| Average Annual Production: | |
| Molybdenum (Mo) | 2.1 M lbs |
| Copper (Cu) | 0.67 M lbs |
| Silver (Ag) | 0.3 M oz |
| Sand | Up to 1.33 M tonne |
In late June the Queensland Government granted a Mineral Development Licence (MDL 376) over the resource delineated on EPM 14666 thereby giving the company greater security and more appropriate operating tenure as the detailed feasibility study is progressed.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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Mt Isa Metals Limited (MET): The Company was very pleased to announce the appointment of Mr Peter Spiers as Managing Director of Mt Isa Metals in January. The prospectus for the $7.0m IPO and ASX listing of MET was completed and lodged with ASIC in late June. D’Aguilar Gold Limited shareholders registered on 17 June had an entitlement to a priority allocation of 30% of the new shares to be issued in the Initial Public Offering (IPO). This reservation totalled 10.5 million shares ($2.1 m) of the 35 million shares on offer at 20 cents per share.
Mt Isa Metals major project (of eight outlined in the prospectus) is the Gregory Project which has the potential to host giant iron oxide copper‐gold‐uranium deposits concealed beneath younger sedimentary rocks – similar to Olympic Dam – in an area north of and along strike of the major Mt Isa‐Gunpowder fault. This system hosts some of the region’s largest mines, including Mt Isa copper and Mt Isa‐Hilton‐George Fisher lead‐zinc mines.
In addition Mt Isa Metals has a number of targets prospective for copper, zinc, uranium and gold in the broader Mt Isa region.
In June the company also revealed that it held an Exploration Permit over a potentially significant phosphate project at D‐ Tree West (refer Figure 4).
Mt Isa Metals Limited (ASX:MET) was admitted to listing on the ASX during August and the company has recently appointed an Exploration Manager and commenced a comprehensive geophysical exploration programme over the Gregory Project area. D’Aguilar Gold Limited retains a substantial 48% holding in MET.
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EPM 15763
EPM 15763
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Figure 4: D‐Tree West – Location of phosphate mineralisation and tenement boundary
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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AusNiCo Limited: AusNiCo discovered a new nickel province in south‐east Queensland during the year and has moved to secure a very large granted position over the area. The area has been selected on the basis of three key geological features:
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Proximity to a major coastal suture, the Darling lineament
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Extensive belt of nickeliferous greenstones or serpentinites
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Proximity to intrusive granite bodies which have also introduced copper and silver minerals and sulphur, which has scavenged Ni to precipitate nickel sulphides. Bodies of concentrated nickel and copper sulphides and the oxides on top of them form the exploration targets on which AusNiCo has focussed its drill programs at Ridleys, Mt Cobalt and Peenam.
Two exceptional near surface discoveries of ore grades and widths of primary (fresh, un‐oxidised) sulphide mineralisation were made by AusNiCo during May‐June 2008, namely:
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Discovery of gold and nickel sulphides at Pembroke within the South West Anomaly domain south of Mt Cobalt; and,
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Discovery of copper‐silver sulphides at Silver Valley.
The location of these two discoveries is shown in Figure 5. Figure 6 shows their location on an aerial photograph, and their proximity to the mothballed D’Aguilar Gold Limited Shamrock Mill Site.
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Figure 5: Location of AusNiCo’s Pembroke and Silver Valley Discoveries at Black Snake Plateau, 220 km northwest of Brisbane, South‐East QLD
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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Figure 6: Black Snake Project Area
Pembroke Nickel Sulphides Discovery
On 16 June AusNiCo announced to the ASX that the second hole drilled at the Pembroke prospect, PEM2 had discovered near surface ore grade fresh nickel sulphides – believed to be the first ore grade nickel sulphides discovered in Eastern Australia since the Avebury Underground Nickel Mine in Tasmania was discovered in January 1998. Highlights of the discovery are summarised here as follows (also see Table 3).
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4 metres averaging 1.1% Nickel and 525 ppm (0.05%) Cobalt intersected in drillhole PEM 2 from 58 to 62 metres depth at the Pembroke prospect within a 50 metre zone of nickel sulphides that continued to the end of the hole (i.e. still open at depth)
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Nickel mineralisation is primary sulphide and not surface enriched or oxide
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20 metres averaging 1.52 g/t gold and 0.48% copper intersected above the nickel sulphides in hole PEM 2 from 8 to 28 metres depth – mainly primary sulphides
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Drillhole PEM 2 finished in strong mineralisation at 82 metres depth (10 m @ 0.29% nickel, 0.14% copper and 0.2g/t gold)
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New discovery follows on immediately after the company’s recent discovery of copper‐silver sulphide mineralisation at Silver Valley some 2km east (see below)
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Recent discoveries located within a broad nickeliferous belt up to 2km wide, 5km long
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Potential for high tonnages of low grade nickel sulphide mineralisation
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Potential for a high grade polymetallic sulphide project centred on Shamrock treatment site 1km south is increasing as discoveries occur
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High grade gold – copper at Pembroke and silver –copper mineralisation at Silver Valley could augment AusNiCo’s main focus on New Nickel – Cobalt
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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Table 3 : Drill Results from Pembroke Prospect at Black Snake, South‐East QLD
| Drillhole | Easting | Northing | Bearing Degrees |
Dip Degrees | Hole Depth (metres) |
From (metres) |
To (metres) |
Length (metres)* |
Intersection Assay Copper (Cu), Gold (Au), Nickel (Ni), Cobalt (Co) |
|---|---|---|---|---|---|---|---|---|---|
| PEM2 | 427467 | 7101096 | 340 | 60 | 82 | ||||
| Copper‐Gold Zone above the nickel: | 8 | 28 | 20 | 0.48% Cu, 1.5g/t Au | |||||
| Nickel Sulphide Zone to end of hole: | 32 | 82 | 50 | 0.34% Ni | |||||
| Including | 58 | 62 | 4 | 1.1% Ni, 525ppm Co & 0.1g/t Au |
Primary Nickel Sulphides: The nickel sulphide intersection at Pembroke is in fresh, primary sulphide mineralisation with no oxide and is not a surficial supergene enriched zone. Potential extension of nickel sulphide mineralisation to considerable depths is possible.
Copper‐Gold Above Nickel Sulphides: The shallower intercept of 20 metres of copper‐gold mineralisation in drillhole PEM2 grading 0.48% copper and 1.5 g/t gold is mainly primary sulphide mineralisation and is thought to be part of the wider nickel‐copper zonation patterns that extend across the large Black Snake mineral district which is controlled by AusNiCo. Future drilling will delineate this zonation to identify the richer zones of mineralisation suitable for early commencement of a mining project.
Development Setting: The Black Snake plateau is an historic mining district. The Pembroke prospect lies approximately 1 km north of the Shamrock processing plant site which is owned by the D’Aguilar Gold Group. The recently announced AusNiCo discovery of high grade copper‐silver mineralisation (14 metres averaging 1.2% copper and 2.8 ozs/tonne silver) in hole SG1 at Silver Valley located some 2 km east of Pembroke has the potential to form part of a significant development project at Black Snake plateau, South East QLD (see Table 4).
Table 4: Drilling Results from Black Snake Reconnaissance Drilling, April‐May 2008
| Drillhole | Easting | Northing | Bearing Degrees |
Dip Degrees |
Hole Depth (metres) |
From (metres) |
To (metres) |
Length (metres)* |
Intersection Assay Copper (Cu), Gold (Au), Silver (Ag) |
|---|---|---|---|---|---|---|---|---|---|
| SG1 | 429175 | 7101358 | 230 | 60 | 70 | 32 | 46 | 14 | 1.2% Cu, 87g/t Ag |
| Including | 38 | 46 | 8 | 1.5% Cu, 107g/t Ag |
Silver Valley Copper‐Silver Sulphides Discovery
On 2 June AusNiCo announced to the ASX that the first hole drilled at the Silver Valley prospect, SG1 had discovered ore grade, fresh copper‐silver sulphides. The announcement is summarised here as follows:
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14 metres averaging 1.2% copper and 2.8 ounces per tonne silver intersected in drillhole SG 1 from 32 to 46 metres depth
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Mineralisation is primary sulphide and not surface enriched
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Extensive silver zinc copper nickel zone 5km long and up to 500m wide in soil sampling: high tonnage and disseminated mineralisation potential
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Twelve drill targets defined. Mapping and sampling to extend targets and define additional targets
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Historic mine dump samples up to 2,060 g/t silver
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Potential for a high grade polymetallic sulphide project centred on Shamrock treatment site 3km south
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High grade silver –copper add second leg to AusNiCo’s nickel ‐ cobalt strategy
This intersection is in primary sulphide mineralisation with no oxide and is not a surficial supergene enriched zone. The potential for high grade extensions to considerable depths is therefore encouraging. The 5km long, 500m wide soil geochemical anomaly (see Figure 6) suggests significant potential exists for a major mineralised copper and nickel system.
In June‐July 2008 AusNiCo drilled another six (6) vertical reverse circulation holes at Mt Cobalt to further test the extent of the nickel oxide deposit and assist in target definition for the potentially deeper nickel sulphides.
As shown in Figure 7, the program successfully defined an extended nickel zone to the north to be followed up with further drilling. In addition, hole COB 12 returned exceptional grades of 0.37% Cobalt over the first 18 metres, and indicates potential for a significant discovery.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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SSE NNW
500m Elevation
COB 12 COB 5 COB 16 COB 4
COB 13 COB 15 MT CLARA
18m @ 0.5% Ni COPPER MINE
6m @ & 0.37% Co
0.49% Ni
28m @
0.5% Ni 66m @
0.42% Ni 78m @0.55% Ni 82m @ 0.58% Ni
Soils are all > 3000ppm Nickel
OXIDISED
NICKEL-COBALT
400m
(COPPER GOLD) ZONE
Altered peridotite ? Epithermal veins and
(serpentinite) breccias in altered peridotite
(serpentinite)
?
?
?
? ? ?
?
300m MAGNETIC HIGH
MT COBALT
Top of a major magnetic body.
LONGITUDINAL SECTION
Nickel Sulphide Target?
LOOKING WSW
100 m
7102500N
Base of 0.4% Ni bulked grade
Steep terrain
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Figure 7: Mt Cobalt Long Section Looking WSW
Eastern Uranium Pty Ltd: Eastern Uranium applied for exploration tenements in three project areas – Woolgar South, Biloela and Wondai. The tenements in the Biloela and Wondai areas were granted during the last half of calendar 2007, and exploration commenced. Soil and stream sediment sampling were conducted over areas where scintillometer readings indicate increased radioactivity levels above background. A cluster of relatively high uranium values in stream sediments that was identified west of Wondai earlier this year was followed up with a more detailed assessment program. Further field work is also being carried out on two (2) new gold/silver prospects identified late last year.
Some of the most interesting assay results from field work on Eastern Uranium tenements have identified substantial deposits of sediment hosted iron ore, with several assays over 40% Fe. Eastern Uranium tenements exhibiting good prospectivity for sedimentary iron ore are currently being assessed as part of regional work being undertaken by D’Aguilar’s wholly owned subsidiary Ridge Exploration (see later section). Eastern Uranium has been paying for the costs associated only with Eastern Uranium tenements. The current exploration status of Eastern Uranium tenements in the area west of Wondai is shown on Figure 8.
At Woolgar in north Queensland, the company applied for exploration permits over areas downstream of the Strategic Minerals Corporation Woolgar unconformity style uranium projects. Of the nine original applications, three were granted prior to year end, with a further four expected to be granted in September. Initial field work is being planned for later in the 08/09 year.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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CENTRAL MINERALS
CADARGA COPPER GOLD PGMS
AUBURN GOLD
CADARGA IRON
PROSTON
RIDGE
EASTERN URANIUMEASTERN URANIUMEASTEAST RN RN ANIANI MM
KINGAROY PROJECTKINGAROY PROJECTKINGAROY PROJECTKINGAROY PROJECT
WONDAI
URANIUM - LEADURANIUM - LEADURANIUM - LEADURANIUM - LEAD
PROGRESS JUNE 2008PROGRESS JUNE 2008PROGRESPROGRES JUJU E 2008E 2008 ANOMALIESANOMALIESANOMALIESANOMALIES
PROSPECTS SELECTED FOR FOLLOW UPPROSPECTS SELECTED FOR FOLLOW UPPROSPECTS SELECTED FOR FOLLOW UPPROSPECTS SELECTED FOR FOLLOW UP IRONIRONIRONIRON
MAGNETIC IMAGERY BASEMAPMAGNETIC IMAGERY BASEMAPMAGNETIC IMAGERY BASEMAPMAGNETIC IMAGERY BASEMAP
0 20 40
NNNN KINGAROY
kilometres
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Figure 8: Eastern Uranium Tenements, west of Wondai, QLD
Ridge Exploration Pty Ltd: Ridge is a wholly owned subsidiary of D’Aguilar and was incorporated to apply for exploration licences for sedimentary iron ore over parts of the northern Surat Basin and other areas where previous work has identified sedimentary iron ore development with over 40% iron content. While over the past 40 years the mining industry has concentrated on the exploitation of haematite ores grading over 55% iron, it has been overlooked that for most of the history of the iron and steel industry (many centuries) iron ore grading 35+% was the accepted standard. Given that the Ridge target areas are situated adjacent to massive coal and gas reserves, and given the current high prices for iron ore, it is clear that lower than currently used grades of iron ore may have the potential to be profitably exploited even bearing costs of upgrading by processing.
The tenements held or applied for by Ridge Exploration (and those of Eastern Uranium over similar geology) are shown on Figure 9. As indicated on the map, these tenements sit astride major existing or planned railway lines with access to several Queensland ports.
Substantial research into past explorer’s reports has been undertaken while Ridge has been awaiting tenement grant, and detailed radiometric and landsat remote sensing images have been sourced to assist in focussing a field program of the most prospective areas. During the later part of the year further exploration permits were applied for over prospective areas.
As all Eastern Uranium tenements with sedimentary iron ore potential were granted and Ridge tenements had also started to be granted, in May 2008 Ridge Exploration and Eastern Uranium engaged an Exploration Manager and two part time geologists to focus on the iron ore strategy. The company committed to complete an initial broad appraisal of prospective areas over a six month period and the report on this is imminent. Initial field work has already identified extensive deposits of sediment hosted iron ore with several assays >40% Fe. Detailed assays of numerous surface samples are currently being processed.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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==> picture [308 x 243] intentionally omitted <==
Figure 9 : Ridge Exploration and Eastern Uranium Tenements on Significant Geology
Central Minerals Pty Ltd: Early in the year gold exploration tenements located at Rannes north of Cracow, QLD were transferred to the new purely gold focussed subsidiary Central Minerals Pty Ltd, and subsequently new areas were applied for at Clermont and extending north and south of the original Rannes tenements.
One of the most exciting highlights of the year was the excellent new gold and silver discoveries on three of the first four targets within the Rannes Project Area.
As announced to the ASX in releases on 14 and 21 December 2007, excellent widths and gold and silver grades were returned from first pass drilling at Rannes (refer to Location Map, Figure 2). Sixteen (16) reverse circulation drill holes (total 1,302 metres) were drilled on the first four (4) prospects defined by soil sampling. The four prospects drilled – Kauffmans, Crunchie, Homestead and Porcupine Pie are shown in red on the accompanying Figure 10.
The final complete assay results for the 16 holes drilled in late 2007 are shown in Table 5. Recent geological work and the drilling results to date indicate that the deposits are in the form of shallow pitching shoots that are preferentially developed in altered and gently dipping limestone horizons, as opposed to the volcanic rocks. A shallow pitch implies that most of the recorded gold intercepts are close to true thickness (about 75% of the intersections).
High silver contents are considered to provide considerable value to augment the gold grades. Highlights include 38m @ 2.22g/t Au eq at Kauffmans, and 32m @ 2.56 g/t Au eq and 40m @ 2.5g/t Au eq at the Crunchie deposits (see Footnote 2).
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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==> picture [457 x 245] intentionally omitted <==
Figure 10: Rannes Soil Lines and Geochemical Trends
Table 5 : Rannes Gold Project – Drilling Results to end December 2007
| Dip Bearing Mag Hole Depth (m) Drillhole Easting Northing |
Dip Bearing Mag Hole Depth (m) Drillhole Easting Northing |
From (m) |
To (m) |
Length metres ("m") |
Intersection | Intersection | Intersection | Intersection |
|---|---|---|---|---|---|---|---|---|
| Au (g/t) Ag (g/t) Silver factor Au Eq (g/t) |
||||||||
| KAUFFMAN'S PROSPECT DRILLING | ||||||||
| KAU6 205985 7321877 350 60 84 Includes |
28 | 66 | 38 | 1.78 | 25 | 57 | 2.22 | |
| 50 | 54 | 4 | 6.35 | 36 | 57 | 6.98 | ||
| KAU5 | 205940 7321760 170 60 32.5 |
no significant results | ||||||
| KAU4 | 206022 7321759 170 60 60 |
no significant results | ||||||
| KAU4A 206019 7321758 350 60 90 Includes |
24 | 86 | 62 | 0.32 | 4 | 57 | 0.39 | |
| 42 | 44 | 2 | 1.52 | 4 | 57 | 1.59 | ||
| KAU7 | 205947 7321926 170 60 90 |
46 | 52 | 6 | 1.15 | 3.5 | 57 | 1.21 |
| HOMESTEAD PROSPECT DRILLING | ||||||||
| HOM8 | 205649 7322214 170 60 80 |
no significant results | ||||||
| HOM9 | 205613 7322287 170 60 90 |
no significant results | ||||||
| HOM10 | 205572 7322220 170 60 78 |
no significant results | ||||||
| HOM11 205529 7322225 170 60 108 Includes |
18 | 72 | 54 | 0.41 | 8 | 57 | 0.55 | |
| 20 | 24 | 4 | 1.1 | 16 | 57 | 1.38 | ||
| HOM11A | 205535 7322219 350 60 67 |
0 | 12 | 12 | 0.96 | 13 | 57 | 1.19 |
| and 2nd intercept | 40 | 50 | 10 | 1.09 | 13 | 57 | 1.32 | |
| CRUNCHIE PROSPECT DRILLING | ||||||||
| CRU12 | 203295 7319447 180 60 60 |
no significant results | ||||||
| CRU13 | 203345 7319439 70 60 78 |
12 | 46 | 34 | 0.15 | 36.4 | 57 | 0.79 |
| CRU14 203251 7319422 0 60 54 Includes |
0 | 32 | 32 | 1.84 | 41 | 57 | 2.56 | |
| 2 | 18 | 16 | 3.1 | 51 | 57 | 3.99 | ||
| CRU15 203306 7319521 0 60 90 Includes and 2nd intercept |
12 | 52 | 40 | 1.17 | 76.2 | 57 | 2.50 | |
| 32 | 38 | 6 | 2.76 | 115.6 | 57 | 4.78 | ||
| 70 | 78 | 8 | 1.82 | 106.5 | 57 | 3.68 | ||
| PORCUPINE PIE PROSPECT DRILLING | ||||||||
| POR2 | 208143 7320965 350 60 138 |
18 | 36 | 18 | 0.65 | 8 | 57 | 0.79 |
| POR3 | 208185 7320964 350 60 102 |
4 | 12 | 8 | 6.23 | 5.9 | 57 | 6.33 |
*Refer Footnote 2
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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Much interest has been expressed in the exploration model the Company has developed at Rannes – described as a “Carlin Type” sedimentary hosted gold system – after the Carlin Trend gold system in Nevada, USA that first started to be understood in the 1970’s. The distinguishing characteristic of this type of epithermal system is that the gold is deposited in fairly flat lying deposits developed within altered calcareous and dolomitised sediments.
In Figure 11 the difference between this mode of deposition and that (say) at the underground Cracow Gold Mine 140km south of Rannes is well illustrated. The Cracow system is regarded as an epithermal vein hosted system (near vertical) and is a low sulphidation deposit in older rocks than Rannes. Rannes on the other hand is a medium sulphidation gold occurrence (there is sulphurous material in the Bowen Basin sediments) that is sediment hosted in younger rocks. This greatly helps to explain why the step out drilling of earlier explorers was not successful. D’Aguilar considers that many of the previous drill holes did not test the shallow dipping mineralised zones.
At Rannes, several characteristics further complicate the model. As at Carlin, there appears to be folding and thrust faulting which brings the mineralization back to the surface and the sequence repeats. In Figure 10, the prospects already drilled are shown with red stars, with other targets indicated by the soil line grids. There is a strong suggestion (to be proven by drilling over coming months) that by folding or faulting the sequence is repeating, bringing the mineralisation back to near surface. At the Crunchie prospect, D’Aguilar noted the presence of high levels of silver with gold which is also a characteristic of sections of the Carlin Trend.
The Rannes Project area, as demonstrated in Figure 12 covers an area twice the size of that of the Carlin Trend in Nevada, USA. D’Aguilar believes that relatively little Carlin style exploration has been conducted in Australia to date and considers the Rannes Project to offer the potential for the same size and style as evident on the Carlin Trend.
While heavy rain and floods prevented further field work at Rannes until April 2008, subsequent investigation has led to the application for much more ground north and south of Rannes over recent months. Delays in availability of suitable drilling rigs meant that further drilling at Rannes did not commence until late August 2008. Results for this program are pending at the time of this report.
Sufficient field work was also completed on granted Clermont area tenements to allow first pass reconnaissance drilling to commence on initially identified target areas in August.
==> picture [292 x 159] intentionally omitted <==
==> picture [292 x 18] intentionally omitted <==
==> picture [481 x 18] intentionally omitted <==
==> picture [292 x 31] intentionally omitted <==
==> picture [471 x 19] intentionally omitted <==
==> picture [292 x 84] intentionally omitted <==
Figure 11: Rannes Project Schematic Cross‐section – Sediment Hosted Gold Concept
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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==> picture [490 x 310] intentionally omitted <==
Figure 12: Rannes compared to the Carlin Trend, Nevada, USA at the same scale
Developing Project Areas:
Following disappointing results from further field exploration and drilling during the year, the Windera Project Area (gold) was relinquished.
The Bathurst Project Area (Figure 13) located 16km south of Bathurst in NSW returned very encouraging initial results from the re‐assay of 21 historic diamond drill hole cores. Two significant prospects were defined at Apsley and Cow Flat. In March, a Land Access Agreement was reached with the major land holder in the Bathurst Exploration Licence Area, and a follow up field sampling program has been undertaken. Gold has been a particular focus of the latest program, but several copper and base metals areas previously identified were also targeted. Early assay results confirm the prospectivity, and drill testing of the best anomalies is planned for late 2008.
At the Oaky Creek Porphyry Copper/Gold prospect near Gayndah the results of the initial first five (5) reverse circulation drill holes have been sufficiently encouraging for the company to plan drilling 2 deep diamond core holes later this year. One deep diamond core hole is also planned to test a target with an indicated EM conductor coincident with elevated soil copper geochemistry at Peenam, also a porphyry copper/gold prospect, west of Gympie in south‐east Queensland.
Following reinterpretation of previous exploration data by earlier explorers, D’Aguilar believes it has identified mature drilling targets for an initial reconnaissance program for copper/gold at Cressbrook – Buaraba near Toowoomba in south‐ east Queensland. This will be planned once native title access issues have been completed (expected late 2008).
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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==> picture [352 x 389] intentionally omitted <==
Figure 13: EL 6652, 16km south of Bathurst, NSW
Footnote 1:
Footnote regarding estimation and metal equivalents assumptions: Cut‐off grades are based on Molybdenum Equivalence (“Mo Equiv”) and the inputs for this calculation are:
| 1 troyounce(oz) = |
1 troyounce(oz) = |
31.103477 grams(gm) |
31.103477 grams(gm) |
|
|---|---|---|---|---|
| 1 pound(lb) = |
453.5924 grams(gm) |
|||
| Metal* | Prices (US$) July 2008 outlook |
Units | Price (US$) pergram(gm) |
Ratio |
| Mo Ag Cu |
$33.00 $17.30 $3.70 |
/ lb / troy ounce / lb |
$0.073 / gm $0.556 / gm $0.008 / gm |
1.00 7.61 0.109 |
Where Mo = Molybdenum, Ag = Silver and Cu = Copper (all in ppm)
In the Company’s opinion all elements included in the metal equivalents calculation have a reasonable potential to be recovered, approximately in the proportions of 70% to 85% for Mo, 75% to 85% for Ag and 70% to 80% for Cu based on preliminary metallurgical test work results to date. Recoveries may change as test work proceeds. On this basis, the formula used to calculate Mo Equiv is as follows (note no recoveries have been included in this calculation):
Mo Equiv = Mo + 7.61xAg + 0.109xCu
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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Footnote 2:
Footnote regarding Gold Equivalents (“Au Eq”) assumptions:
In most gold‐silver mines of this geological type, both gold and silver are recovered and sold. Gold is far more valuable per gram than silver but the two precious metals can be combined into a gold equivalent vale “Au Eq”. The assumptions used for this Au Eq calculation are:
| 1 troyounce(oz) = |
1 troyounce(oz) = |
31.103477 grams(gm) |
31.103477 grams(gm) |
Ratio Today’s Spot Prices for comparison with the December 2007 outlook prices used 57 US$13.10/oz 1 US$903.30/oz |
|---|---|---|---|---|
| Metal* | Prices (US$) Dec 2007 outlook |
Units | Price (US$) pergram(gm) |
Ratio |
| Ag Au |
$14 $800 |
/ troy ounce / troy ounce |
$0.450 / gm $25.72 / gm |
57 1 |
Where Ag = Silver and Au = gold (all in grams per tonne of ore “g/t”)
In the Company’s opinion all elements included in the metal equivalents calculation have a reasonable potential to be recovered, approximately in the proportions of 85% to 95% for Ag, 90% to 95% for Au based on standard industry practice. Recoveries may change as test work proceeds. On this basis, the formula used to calculate Au Equiv is as follows (note no difference in relative recovery rates have been included in this calculation):
Au Eq = Au + Ag / 57
Competent Persons Statement
The information in this report that relates to Exploration Results and Mineral Resources is based on information compiled by Nicholas Mather B.Sc (Hons) Geol., who is a Member of The Australian Institute of Mining and Metallurgy. Mr Mather is employed by Samuel Holdings Pty Ltd which provides certain consultancy services including the provision of Mr Mather as the Managing Director of D’Aguilar Gold Ltd and director of Central Minerals Pty Ltd of which D’Aguilar Gold owns 100%.
Mr Mather has sufficient experience which is relevant to the style of mineralisation and type of deposit being reported and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves’ (the JORC Code). Mr Mather has consented in writing to the inclusion in this report of the matters based on the information in the form and context in which it appears.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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MANAGEMENT
D’Aguilar Gold Ltd has a highly experienced board and management team.
Nicholas Mather
BSc (Hons, Geol) (Univ. QLD) MAusIMM Managing Director
Mr Mather has 27 years experience in exploration and resource company management. His career has taken him to a variety of countries exploring for precious and base metals and fossil fuels. He has focused his attention on the identification of and investment in large resource exploration projects.
Mr Mather was managing director of BeMaX Resources NL and instrumental in the discovery of the world class Gingko mineral sand deposit in the Murray Basin in 1998. As an executive director of Arrow Energy NL, Mr Mather drove the acquisition and business development of Arrow’s large Surat Basin Coal Bed Methane project in South East Queensland. He was managing director of Auralia Resources NL, a junior gold explorer before its $23 million merger with Ross Mining NL in 1995. He was also a non‐executive director of Ballarat Goldfields NL, having assisted that company in its re‐emergence as a significant emerging gold producer.
Mr Mather is also Chief Executive Officer of Solomon Gold plc which is listed on the Alternative Investments Market of the London Stock Exchange (AIM). Solomon Gold plc is a former subsidiary of D’Aguilar Gold Ltd. He is also a Non‐Executive Director of Mt Isa Metals Ltd, a former subsidiary of D’Aguilar Gold Ltd, which listed on the Australian Stock Exchange (“ASX”) during August 2008, and Non‐Executive Director of ASX‐listed Bow Energy Ltd and TSX‐V‐listed Waratah Coal Inc.
Ian Levy
BSc (Hons) (ANU) MSc (Dist) (London) & Diploma of Imperial College (Royal School of Mines) Director (Chairman) and Chief Executive Officer of AusNiCo Pty Ltd
Mr Levy has had 30 years experience in both mining geology and mineral exploration including 12 years with Western Mining Corporation Limited (WMC) and 11 years experience in mining business development positions.
Mr Levy commenced his mining career with WMC at the Kambalda Nickel Operation in Western Australia. He worked on the Kalgoorlie Golden Mile and Central Norseman Gold Mines prior to being appointed senior commercial geologist at Western Mining's head office in Melbourne in 1980.
In 1984, Mr Levy was appointed WMC’s Chief Geologist of the Tavua Basin Joint Venture with Emperor Gold Mines in Fiji. During this time, exploration teams under his management discovered the million‐ounce Prince William ore system. Mr Levy has worked in development roles for mining‐exploration companies including Pancontinental Mining and Gympie Gold Limited. Between 2005 and 2007 he was Chief Executive Officer of Allegiance Mining Ltd.
Mr Levy has been Federal President of the Australian Institute of Geoscientists and was a member of the Joint Ore Reserve Committee (JORC) for 10 years including four years as Vice Chairman.
On 11 July 2007 Mr Levy was appointed Chief Executive Officer of AusNiCo Pty Ltd, the specialist nickel explorer of which D’Aguilar owns 90% with plans to seek an ASX listing.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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Brian Moller LLB (Hons) (Univ. QLD) Non‐Executive Director
Mr Moller is a corporate partner in the Brisbane based law firm Hopgood Ganim. He was admitted as a solicitor in 1981 and has been a partner since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions.
He holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association.
Mr Moller acts for many public listed resource and industrial companies and brings a wealth of experience and expertise to the board particularly in the corporate regulatory and governance areas. He is a former Chairman of Gold Aura Limited, a Queensland based ASX‐listed company.
Mr Moller is currently a Non‐Executive Director of ASX‐listed Platina Resources Ltd and Solomon Gold plc, which is listed on AIM. Solomon Gold plc is a former subsidiary of D’Aguilar Gold Ltd.
Vincent Mascolo
BEng Mining (Univ. Wollongong) MAusIMM, MEI Aust Director and General Manager of Anduramba Molybdenum Pty Ltd
Mr Mascolo is a qualified mining engineer with extensive experience in a variety of fields including, gold and coal mining, quarrying, civil‐works, bridge‐works, water and sewage treatment and estimating.
Mr Mascolo has completed assignments in the Civil and Construction Industry, including construction and project management, engineering, quality control and environment and safety management.
Mr Mascolo is a member of both the Australian Institute of Mining and Metallurgy and the Institute of Engineers of Australia.
On 15 February 2008, Mr Mascolo was appointed General Manager of Anduramba Molybdenum Pty Ltd, a 100% owned subsidiary of D’Aguilar Gold.
Greg Runge BE (Mining), FAusIMM, FIQ, FAICD General Manager
Greg Runge has more than thirty years experience in the Australian minerals industry, principally in senior management of industrial minerals businesses. He was Managing Director of Australia’s largest diversified lime and limestone company, David Mitchell Limited prior to the successful unsolicited takeover by Unimin in 2003. Mr Runge has served as President of the National Lime Association (1993‐95), a member of Standards Australia Committee BD 27 ‐ Lime (1993‐96) and represented Australia on the Executive Committee of the International Lime Association.
Mr Runge holds a Bachelor of Engineering Degree in Mining (University of Queensland), and is a graduate of the Executive Management Program at the Australian Management College, Mt Eliza and the AICD Company Director Diploma Course.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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Neil Wilkins BSc, MSc. Exploration Manager
Mr Wilkins’ special area of expertise is project generation and exploration management. He has worked in the resource exploration industry for over 30 years. His varied positions with Carpentaria Exploration, Amoco and Cyprus have taken him throughout Australia, to PNG, Mexico and the United States exploring for gold and base metals in a very wide variety of settings.
Mr Wilkins worked in the Northern Territory and Queensland for Amoco Minerals and also was the local geological manager of oil exploration programs for Amoco in Australia for two years.
Mr Wilkins sought out a variety of gold exploration properties for Amoco in 1981 and when the bid for Gold Ridge was successful, became the manager of the Pacific Islands exploration. Mr Wilkins’ career successes include the 2m oz gold discovery at Gold Ridge, the discovery of the first major intersections at Maggies Hays nickel – PGM deposit in WA, and very recently, new discoveries in the Mount Perry area of Queensland for Acapulco Mining Pty Ltd.
Duncan Cornish BBus (Acctcy), ACA CFO and Company Secretary
Mr Cornish has more than 15 years experience in the accountancy profession both in England and Australia, mainly with the accountancy firms Ernst & Young and PriceWaterhouseCoopers. He has extensive experience in all aspects of company financial reporting, corporate regulatory and governance areas, business acquisition and disposal due diligence, capital raising and company listings and company secretarial responsibilities.
Mr Cornish holds a Bachelor of Business (Accounting) and is a member of the Australian Institute of Chartered Accountants. He is also Company Secretary of several other listed companies.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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SHAREHOLDER INFORMATION
The following shareholder information is current as at 16 September 2008:
(a) Distribution of equity securities
The number of holders, by size of holding, in each class of security is:
| Unlisted | $0.197 options | $0.197 options | Unlisted $0.275 options | Unlisted $0.275 options | Unlisted $0.275 options | ||||
|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares | exercisable on or before | exercisable on or before 30 | |||||||
| 30 September 2008 | June 2011 | ||||||||
| Number of | Number of | Number of | Number of | Number of | Number of |
||||
| holders | shares | holders | options | holders | options | ||||
| 1 – 1,000 | 188 | 15,416 | ‐ | ‐ | ‐ | ‐ | |||
| 1,001 – 5,000 | 377 | 1,212,947 | ‐ | ‐ | ‐ | ‐ | |||
| 5,001 – 10,000 | 384 | 3,427,667 | ‐ | ‐ | ‐ | ‐ | |||
| 10,001 – 100,000 | 917 | 34,209,415 | 21 | 826,920 | ‐ | ‐ | |||
| 100,001 and over | 243 | 107,179,108 | 25 | 15,837,678 | 5 | 4,000,000 |
|||
| Total | 2,109 | 146,044,553 | 46 | 16,664,598 | 5 | 4,000,000 |
|||
| Unlisted $0.127 options | Unlisted $0.20 | options | Unlisted | $0.25 options | |||||
| exercisable on or before | exercisable on or before | exercisable on or | before | ||||||
| 30 | June 2009 | 30 | June 2009 | 30 June 2009 | |||||
| Number of | Number of | Number of | Number of | Number of | Number of |
||||
| holders | shares | holders | options | holders | options | ||||
| 1 – 1,000 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | |||
| 1,001 – 5,000 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | |||
| 5,001 – 10,000 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | |||
| 10,001 – 100,000 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | |||
| 100,001 and over | 1 | 400,000 | 1 | 300,000 | 1 | 300,000 | |||
| Total | 1 | 400,000 | 1 | 300,000 | 1 | 300,000 | |||
| Unlisted $0.22 | options exercisable | ||||||||
| on or before | |||||||||
| 30 June 2011 | |||||||||
| Number of | Number of shares | ||||||||
| holders | |||||||||
| 1 – 1,000 | ‐ | ‐ | |||||||
| 1,001 – 5,000 | ‐ | ‐ | |||||||
| 5,001 – 10,000 | ‐ | ‐ | |||||||
| 10,001 – 100,000 | ‐ | ‐ | |||||||
| 100,001 and over | 1 | 300,000 | |||||||
| Total | 1 | 300,000 |
The number of shareholders holding less than a marketable parcel of shares is 650 (holding a total of 1,766,398 ordinary shares).
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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(b) Twenty largest holders
The names of the twenty largest holders, in each class of quoted security are:
Ordinary shares:
| 1 | Tenstar TradingLimited | 10,693,528 | 7.32% |
|---|---|---|---|
| 2 | Fortis ClearingNominees P/L | 5,633,000 | 3.86% |
| 3 | Samuel Capital PtyLtd | 5,057,727 | 3.46% |
| 4 | Dr Leon Eugene Pretorius * | 4,695,454 | 3.22% |
| 5 | Hayes PropertyCorporation PtyLtd | 2,356,231 | 1.61% |
| 6 | Laskho PtyLtd | 2,351,420 | 1.61% |
| 7 | Caxton Street Agencies PtyLtd * | 2,068,181 | 1.42% |
| 8 | Mr Vincent David Mascolo | 1,720,438 | 1.18% |
| 9 | Broadhaven PtyLimited | 1,522,727 | 1.04% |
| 10 | Fortunato PtyLtd | 1,500,000 | 1.03% |
| 11 | AscryPtyLtd * | 1,485,454 | 1.02% |
| 12 | Mr Stephen Chia‐Kuei Hsu & Mrs Jacqueline Chia‐Kuei Hsu | 1,401,941 | 0.96% |
| 13 | Salmon River Resources Ltd | 1,260,042 | 0.86% |
| 14 | Dux Investment Services PtyLtd | 1,227,439 | 0.84% |
| 15 | P J Enterprises PtyLimited | 1,024,685 | 0.70% |
| 16 | Mr Clive Brown & Mrs Cynthia Margaret Brown | 1,022,727 | 0.70% |
| 17 | Warren W Brown & Marilyn H Brown | 1,000,000 | 0.68% |
| 18 | Mr Peter Clifford Chase & Mrs LesleyChristine Chase | 1,000,000 | 0.68% |
| 19 | National Nominees Limited | 845,000 | 0.58% |
| 20 | Dansar PtyLtd | 828,760 | 0.57% |
| Top 20 | 48,694,754 | 33.34% | |
| Total | 146,044,553 | 100.00% |
- Merged
As at the date of this report, there we no securities subject to (ASX or voluntary) restriction agreements.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
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INTERESTS IN MINING AND EXPLORATION TENEMENTS
D’Aguilar Gold Ltd and its subsidiaries held the following interests in mining and exploration tenements as at 16 September 2008:
| Tenure Type, Name and Number | Current Holder | Registered % Interest of Holder |
Date of Expiry |
|---|---|---|---|
| EL 6652 Cow Flat | D’Aguilar Gold Ltd | 100% | 20/10/2008 |
| ELA 3338 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPM 13359 Kilkivan North | AusNiCo Pty Ltd | 100% | 3/01/2009 |
| EPM 13360 Kilkivan East | AusNiCo Pty Ltd | 100% | 5/02/2009 |
| EPM 13361 Kilkivan West | Navaho Mining Pty Ltd | 100% | 5/02/2009 |
| EPM 14372 Tableland | AusNiCo Pty Ltd | 100% | 24/01/2010 |
| EPM 14373 Elginvale No 1 | D’Aguilar Gold Ltd | 100% | 17/02/2010 |
| EPM 14560 Mount Kandanga | AusNiCo Pty Ltd | 100% | 13/09/2010 |
| EPM 14666 Anduramba | Anduramba Molybdenum Pty Ltd | 100% | 27/10/2009 |
| EPM 14881 Dovedale | D’Aguilar Gold Ltd | 100% | 3/03/2010 |
| EPM 15134 Gayndah | D’Aguilar Gold Ltd | 100% | 29/09/2010 |
| EPM 15238 Manumbar | D’Aguilar Gold Ltd | 100% | 13/12/2012 |
| EPM 15254 Black Ridge | Central Minerals Pty Ltd | 100% | 12/01/2011 |
| EPM 15310 Elginvale North | D’Aguilar Gold Ltd | 100% | 9/01/2011 |
| EPM 15403 Buaraba Creek | D’Aguilar Gold Ltd | 100% | 5/10/2011 |
| EPM 15405 Cressbrook Creek | D’Aguilar Gold Ltd | 100% | 5/10/2011 |
| EPM 15457 Poperima Creek | AusNiCo Pty Ltd | 100% | 12/07/2011 |
| EPMA 15460 Mount Delaney | D’Aguilar Gold Ltd | 100% | Under Application |
| EPM 15684 Anduramba Extended | Anduramba Molybdenum Pty Ltd | 100% | 12/09/2011 |
| EPM 15779 Cooper | Central Minerals Pty Ltd | 100% | 20/12/2009 |
| EPM 15803 Cooper Extended | Central Minerals Pty Ltd | 100% | 28/01/2010 |
| EPM 15842 Glenmore | Central Minerals Pty Ltd | 100% | 2/01/2010 |
| EPM 16039 Wolfgang Creek | Central Minerals Pty Ltd | 100% | 18/06/2012 |
| EPM 16075 Cannindah Creek | AusNiCo Pty Ltd | 100% | 28/01/2013 |
| EPM 16077 Boyne River | AusNiCo Pty Ltd | 100% | 11/03/2013 |
| EPM 16079 Mundubbera | AusNiCo Pty Ltd | 100% | 23/08/2012 |
| EPM 16180 Dangore Extended | Eastern Uranium Pty Ltd | 100% | 9/01/2013 |
| EPM 16181 Dangore | Eastern Uranium Pty Ltd | 100% | 22/08/2012 |
| EPM 16183 Boyne | Eastern Uranium Pty Ltd | 100% | 21/09/2012 |
| EPM 16186 Dangore | Eastern Uranium Pty Ltd | 100% | 3/09/2012 |
| EPM 16212 Southern Cross | Central Minerals Pty Ltd | 100% | 11/06/2013 |
| EPM 16239 Chahpingah | Eastern Uranium Pty Ltd | 100% | 22/08/2012 |
| EPM 16254 Greycliffe | Eastern Uranium Pty Ltd | 100% | 26/09/2012 |
| EPM 16259 Cadarga | Eastern Uranium Pty Ltd | 100% | 22/08/2012 |
| EPM 16260 Cadarga 2 | Eastern Uranium Pty Ltd | 100% | 11/06/2013 |
| EPM 16261 Cadarga 1 | Eastern Uranium Pty Ltd | 100% | 27/05/2013 |
| EPMA 16262 Callide | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPM 16307 Mount Blowhard | Central Minerals Pty Ltd | 100% | 23/08/2012 |
| EPM 16417 Shefiff Creek | Eastern Uranium Pty Ltd | 100% | 20/09/2012 |
| EPM 16418 Banana Range | Central Minerals Pty Ltd | 100% | 20/09/2012 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
24
| Tenure Type, Name and Number | Current Holder | Registered % Interest of Holder |
Date of Expiry |
|---|---|---|---|
| EPM 16419 Reedy Creek | Eastern Uranium Pty Ltd | 100% | 3/09/2012 |
| EPM 16420 Dee Valley | Central Minerals Pty Ltd | 100% | 20/09/2012 |
| EPM 16441 Brigooda 2 | Eastern Uranium Pty Ltd | 100% | 22/08/2012 |
| EPMA 16442 Brigooda | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPM 16444 Strategic 2 | Eastern Uranium Pty Ltd | 100% | 28/05/2013 |
| EPM 16445 Strategic 1 | Eastern Uranium Pty Ltd | 100% | 26/05/2013 |
| EPM 16447 Strategic | Eastern Uranium Pty Ltd | 100% | 28/05/2013 |
| EPMA 16498 Johnnies | Mt Isa Metals Ltd | 100% |
Under Application |
| (to be assigned to Central Minerals | |||
| Pty Ltd upon granting) | |||
| EPM 16538 Ballogie | Eastern Uranium Pty Ltd | 100% | 24/10/2012 |
| EPMA 16638 Etheldale Extended | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16639 Etheldale | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16687 Millungera Extended | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16688 Millungera | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16739 Perpendicular Peak | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16740 Georgetown | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16784 Callide 2 | Eastern Uranium Pty Ltd | 100% | 14/11/2009 |
| EPMA 16837 Maranoa 4 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16839 Maranoa 1 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16841 Maranoa 3 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16842 Maranoa 2 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16854 Dawson Valley North | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16855 Gayndah North | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPM 16856 Gayndah South | Ridge Exploration Pty Ltd | 100% | 16/04/2010 |
| EPMA 16857 Belington | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16858 Myrtlevale | Ridge Exploration Pty Ltd | 100% | 16/04/2010 |
| EPMA 16859 Dawson Valley South | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16860 Bungil | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16861 Booringa | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16862 Stephenton | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16863 Gelnolive | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16864 Wallaroo | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPM 16865 Doonkuna | Ridge Exploration Pty Ltd | 100% | 6/04/2010 |
| EPMA 16866 Korcha | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16876 Monsildale | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16882 Emu Creek | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16884 Lawn Hill | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPM 16902 Kingaroy | Ridge Exploration Pty Ltd | 100% | 6/04/2010 |
| EPMA 16932 Mt Dick Project | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16933 Fat Hen | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16949 Mt Kilkoy | Ridge Exploration Pty Ltd | 100% | 6/04/2012 |
| EPMA 16953 Mt Stanley | Ridge Exploration Pty Ltd | 100% | 20/04/2012 |
| EPMA 16958 Middlemount | Ridge Exploration Pty Ltd | 100% | 10/04/2010 |
| EPMA 16959 Duaringa | Ridge Exploration Pty Ltd | 100% | Under Application |
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
25
| Tenure Type, Name and Number | Current Holder | Registered % Interest of Holder |
Date of Expiry |
|
|---|---|---|---|---|
| EPMA 16985 Widgee South | AusNiCo Pty Ltd | 100% | Under Application | |
| EPMA 16989 Denham Range | D’Aguilar Gold Ltd | 100% | Under Application | |
| EPM 17042 Station Creek | AusNiCo Pty Ltd | 100% | 10/03/2010 | |
| EPMA 17072 Banana Central | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17074 Banana South | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17079 Banana North | Central Minerals Pty Ltd | 100% | Under Application | |
| EPM 17129 Isaac River Project | Central Minerals Pty Ltd | 100% | 10/04/2010 | |
| EPMA 17130 Scoria Project | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17131 St Lawrence | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17135 Theodore North | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17139 Theodore South | Central Minerals Pty Ltd | 100% | Under Application | |
| EPM 17239 Miclere North | Central Minerals Pty Ltd | 100% | 15/05/2013 | |
| EPMA 17450 Stanwell | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17492 Auburn River | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17580 Burnwood | Ridge Exploration Pty Ltd | 100% | Under Application | |
| EPMA 17611 Green Rock | AusNiCo Pty Ltd | 100% | Under Application | |
| EPMA 17640 Grosvenor Creek | Ridge Exploration Pty Ltd | 100% | Under Application | |
| EPMA 17664 Fitzroy North | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17665 Fitzroy South | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17679 Copper Mine Creek | AusNiCo Pty Ltd | 100% | Under Application | |
| MDL 376 Anduramba Molybdenum | Anduramba Molybdenum Pty Ltd | 100% | Under Application | |
| ML 3678 United Reefs Gold Mine | D’Aguilar Gold Ltd | 100% | 31/05/2022 | |
| (Shamrock) | ||||
| ML 3732 Jimmy Scrub | D’Aguilar Gold Ltd | 100% | 31/01/2010 | |
| ML 3741 Shamrock Extended | D’Aguilar Gold Ltd | 100% | 30/09/2009 | |
| ML 3748 Black Shamrock | D’Aguilar Gold Ltd | 100% | 28/02/2013 | |
| ML 3749 North Chinaman | D’Aguilar Gold Ltd | 100% | 31/07/2007 | |
| (see Note 1) | ||||
| ML 3752 Shamrock Tailings | D’Aguilar Gold Ltd | 100% | 31/01/2010 | |
| ML 3753 Shamrock Tailings Extended | D’Aguilar Gold Ltd |
100% | 31/08/2013 | |
| ML 50059 Manumbar | D’Aguilar Gold Ltd | 100% | 31/12/2008 | |
| ML 50099 Manumbar Extended | D’Aguilar Gold Ltd | 100% | 31/08/2013 | |
| ML 50148 Tableland | D’Aguilar Gold Ltd | 100% | 30/04/2014 | |
| ML 6622 Golden Spur | D’Aguilar Gold Ltd | 100% | 31/07/2009 |
Note 1 Renewal Applications have been lodged in respect of these Mining Leases.
D’Aguilar Gold Limited Annual Report 2008 – Volume 1
26
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D’Aguilar Gold Limited and Controlled Entities
Annual Report for the year ended 30 June 2008
VOLUME 2
-
Director’s Report
-
Shareholder Information
-
Interests in Mining and Exploration Tenements
-
Corporate Governance Statement
-
Income Statements for the year ended 30 June 2008
-
Balance Sheet as at 30 June 2008
-
Statement of Changes in Equity for the year ended 30 June 2008
-
Cash Flow Statement for the year ended 30 June 2008
-
Notes to the Financial Statements for the year ended 30 June 2008
-
Directors’ Declaration
-
Independent Audit Report
CORPORATE INFORMATION
DIRECTORS Nicholas Mather Ian Levy Brian Moller Vincent Mascolo
COMPANY SECRETARY Duncan Cornish
REGISTERED OFFICE AND PRINCIPAL BUSINESS OFFICE D’Aguilar Gold Ltd Level 5, 60 Edward Street Brisbane QLD 4000 Phone: + 61 7 3303 0680 Fax: +61 7 3303 0681
SOLICITORS
Hopgood Ganim Level 8, Waterfront Place 1 Eagle Street Brisbane QLD 4000
SHARE REGISTER
Link Market Services Ltd Level 12, 300 Queen Street Brisbane QLD 4000 Phone: 1300 554 474
AUDITORS
BDO Kendalls (QLD) Level 18, 300 Queen Street Brisbane QLD 4000 Phone: +61 7 3237 5999
COUNTRY OF INCORPORATION Australia
STOCK EXCHANGE LISTING Australian Stock Exchange Ltd ASX Code: DGR
INTERNET ADDRESS www.daguilar.com.au
AUSTRALIAN BUSINESS NUMBER ABN 67 052 354 837
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
Contents
| Director’s Report | 1 |
|---|---|
| Shareholder Information | 15 |
| Interests in Mining and Exploration Tenements | 17 |
| Corporate Governance Statement | 20 |
| Income Statement for the year ended 30 June 2008 | 23 |
| Balance Sheet as at 30 June 2008 | 24 |
| Statement of Changes in Equity for the year ended 30 June 2008 | 25 |
| Cash Flow Statement for the year ended 30 June 2008 | 26 |
| Notes to the Financial Statements for the year ended 30 June 2008 | 27 |
| Declaration by Directors | 56 |
| Independent Auditor’s Report | 57 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
Director’s Report
Your directors submit their report for the year ended 30 June 2008.
DIRECTORS
The following persons were directors of D’Aguilar Gold Ltd during the financial year end and up to the date of this report, unless otherwise stated:
Christopher Rawlings (resigned 2 July 2007) Nicholas Mather
Ian Levy Brian Moller Vincent Mascolo
Dr Christopher Rawlings BSc (PhD), FAusIMM, FAICD (Director ‐ Chairman until 2 July 2007)
Dr Rawlings was appointed on 21 May 2003 and acted as the Company’s Chairman until his resignation on 2 July 2007.
During the past three years, Dr Rawlings has served as a Director of the following listed companies:
-
Advanced Magnesium Ltd (formerly Australian Magnesium Corporation Ltd) (from 3 October 2002 to 2 May 2007).
-
Renison Consolidated Mines NL (from 26 July 2002 to 10 September 2007)
-
Northern Energy Corporation Ltd* (since 17 February 2005)
-
denotes current directorship
Dr Rawlings was a member of the Audit and Risk Management Committee and the Remuneration and Nomination Committee, until his resignation on 2 July 2007.
Nicholas Mather
BSc (Hons, Geol) (Univ. QLD) MAusIMM (Managing Director)
Mr Mather has 27 years experience in exploration and resource company management. His career has taken him to a variety of countries exploring for precious and base metals and fossil fuels. He has focused his attention on the identification of and investment in large resource exploration projects.
Mr Mather was managing director of BeMaX Resources NL and instrumental in the discovery of the world class Gingko mineral sand deposit in the Murray Basin in 1998. As an executive director of Arrow Energy NL, Mr Mather drove the acquisition and business development of Arrow’s large Surat Basin Coal Bed Methane project in South East Queensland. He was managing director of Auralia Resources NL, a junior gold explorer before its $23 million merger with Ross Mining NL in 1995. He was also a non‐executive director of Ballarat Goldfields NL, having assisted that company in its re‐ emergence as a significant emerging gold producer.
Mr Mather is also Chief Executive Officer of Solomon Gold plc which is listed on the Alternative Investments Market of the London Stock Exchange (AIM). Solomon Gold plc is a former subsidiary of D’Aguilar Gold Ltd. He is also a Non‐Executive Director of Mt Isa Metals Ltd, a former subsidiary of D’Aguilar Gold Ltd, which listed on the Australian Stock Exchange (“ASX”) during August 2008 and Non‐Executive Director of ASX‐listed Bow Energy Ltd and TSX‐V listed Waratah Coal Inc.
During the past three years, Mr Mather has served as a Director of the following listed companies:
-
Bow Energy Ltd* (since 17 September 2004)
-
Mt Isa Metals Ltd* (since 22 December 2006)
-
denotes current directorship
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
1
Ian Levy
BSc (Hons) (ANU) MSc (Dist) (London) & Diploma of Imperial College (Royal School of Mines) (Director ‐ Chairman from 2 July 2007)
Mr Levy was appointed as a director on 12 February 2003 and subsequently appointed as Non‐Executive Chairman on 2 July 2007. Mr Levy has had 30 years experience in both mining geology and mineral exploration including 12 years with Western Mining Corporation Limited (WMC) and 11 years experience in mining business development positions.
Mr Levy commenced his mining career with WMC at the Kambalda Nickel Operation in Western Australia. He worked on the Kalgoorlie Golden Mile and Central Norseman Gold Mines prior to being appointed senior commercial geologist at Western Mining's head office in Melbourne in 1980.
In 1984, Mr Levy was appointed WMC’s Chief Geologist of the Tavua Basin Joint Venture with Emperor Gold Mines in Fiji. During this time, exploration teams under his management discovered the million‐ounce Prince William ore system. Mr Levy has worked in development roles for mining‐exploration companies including Pancontinental Mining and Gympie Gold Limited. Between 2005 and 2007 he was Chief Executive Officer of Allegiance Mining Ltd.
Mr Levy has been Federal President of the Australian Institute of Geoscientists and was a member of the Joint Ore Reserve Committee (JORC) for 10 years including four years as Vice Chairman.
During the past three years, Mr Levy has served as a Director of the following listed companies:
-
Gloucester Coal Ltd* (since 6 April 2004)
-
denotes current directorship
Mr Levy is a member of the Remuneration and Nomination Committee and joined the Audit & Risk Management Committee on 2 July 2007.
On 11 July 2007, Mr Levy was appointed CEO of subsidiary, AusNiCo Pty Ltd.
Brian Moller LLB (Hons) (Univ. QLD) (Non‐Executive Director)
Mr Moller was appointed on 2 August 2002. Mr Moller is a corporate partner in the Brisbane based law firm Hopgood Ganim. He was admitted as a solicitor in 1981 and has been a partner since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions.
He holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association.
Mr Moller acts for many public listed resource and industrial companies and brings a wealth of experience and expertise to the board particularly in the corporate regulatory and governance areas. He is a former Chairman of Gold Aura Limited, a Queensland based ASX‐listed company.
Mr Moller is currently a Non‐Executive Director of ASX‐listed Platina Resources Ltd and Solomon Gold plc, which is listed on AIM. Solomon Gold plc is a former subsidiary of D’Aguilar Gold Ltd.
During the past three years, Mr Moller has served as a Director of the following listed companies:
- Platina Resources Limited (since 30 January 2007)
Mr Moller is a member of the Audit and Risk Management Committee and the Remuneration and Nomination Committee.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
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Vincent Mascolo BEng Mining (Univ. Wollongong) MAusIMM, MEI Aust (Director)
Mr Mascolo was appointed on 30 September 2002. Mr Mascolo is a qualified mining engineer with extensive experience in a variety of fields including, gold and coal mining, quarrying, civil‐works, bridge‐works, water and sewage treatment and estimating.
Mr Mascolo has completed assignments in the Civil and Construction Industry, including construction and project management, engineering, quality control and environment and safety management.
Mr Mascolo is a member of both the Australian Institute of Mining and Metallurgy and the Institute of Engineers of Australia.
Mr Mascolo is a member of the Audit and Risk Management Committee and the Remuneration and Nomination Committee.
On 15 February 2008, Mr Mascolo was appointed General Manager of Anduramba Molybdenum Pty Ltd, a wholly owned subsidiary of D’Aguilar Gold.
SECRETARY
Mr Duncan Cornish was the secretary of the Company during the year and until the date of this report.
Duncan Cornish (Company Secretary) BBus (Acctcy), ACA
Mr Cornish has more than 15 years experience in the accountancy profession both in England and Australia, mainly with the accountancy firms Ernst & Young and PriceWaterhouseCoopers. He has extensive experience in all aspects of company financial reporting, corporate regulatory and governance areas, business acquisition and disposal due diligence, capital raising and company listings and company secretarial responsibilities.
Mr Cornish holds a Bachelor of Business (Accounting) and is a member of the Australian Institute of Chartered Accountants. He is also Company Secretary of several other listed companies.
Interests in the shares and options of the Company
As at the date of this report, the interests of the directors in the shares and options of D’Aguilar Gold Ltd were:
| Ordinary Shares | Unlisted $0.197 options | Unlisted $0.275 options | |
|---|---|---|---|
| exercisable on or before 30 | exercisable on or before 30 | ||
| September 2008 | June 2011 | ||
| Nicholas Mather | 6,375,325 | 35,648 | 2,000,000 |
| Ian Levy | 513,714 | 11,882 | 500,000 |
| Brian Moller | 1,014,394 | ‐ | 500,000 |
| Vincent Mascolo | 1,720,438 | ‐ | 500,000 |
PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was mineral exploration. There where no significant changes in the nature of the Company’s principal activities during the financial year.
DIVIDENDS PAID OR RECOMMENDED
There were no dividends paid or recommended during the financial year.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
3
REVIEW OF OPERATIONS
Detailed comments on operations and exploration programs up to the date of this report are included separately in the Annual Report under Review of Operations and Future Developments.
REVIEW OF FINANCIAL CONDITION
Capital structure
On 12 July 2007, 300,000 $0.127 options expiring 31/7/08 were exercised into ordinary shares.
On 23 July 2007, 594,144 $0.197 options expiring 30/09/08 were exercised into ordinary shares.
On 7 December 2007, a total of 11,240,765 Ordinary Shares was issued pursuant to a Share Purchase Plan at an issue price of 22.0 cents each, raising a total of $2,473,000, incorporating roundings (before issue costs).
At 30 June 2006, the Company had 145,644,553 ordinary shares, 2,400,000 unlisted options (31/07/08 @ $0.127), 16,664,598 unlisted options (30/09/08 @ $ 0.197), 400,000 unlisted options (30/6/09 @ $0.127), 300,000 unlisted options (30/6/09 @ $0.20), 300,000 unlisted options (30/6/09 @ $0.25), 4,000,000 unlisted options (27.5c @ 30/6/11) and 300,000 unlisted options (22.0c @ 30/6/11) on issue.
Subsequent to 30 June 2008, 400,000 $0.127 options expiring 31/7/08 were exercised into ordinary shares. On 31 July 2008, 2,000,000 $0.127 options expired.
At the date of this report, the Company had 146,044,553 ordinary shares, 16,664,598 unlisted options (30/09/08 @ $ 0.197), 400,000 unlisted options (30/6/09 @ $0.127), 300,000 unlisted options (30/6/09 @ $0.20), 300,000 unlisted options (30/6/09 @ $0.25), 4,000,000 unlisted options (27.5c @ 30/6/11) and 300,000 unlisted options (22.0c @ 30/6/11) on issue.
Financial position
The net assets of the consolidated entity have increased by $855,228 from $10,082,196 at 30 June 2007 to $10,937,424 as at 30 June 2008. This increase has largely resulted from the following factors:
-
Proceeds from share issue raisings which has largely been directed on the Company’s (capitalised) exploration expenditure, partly offset by;
-
Operating losses.
The economic entity’s working capital, being current assets less current liabilities, has decreased from $6,099,534 in 2007 to $1,353,862 in 2008.
During the past year the economic entity has invested in increasing its interests in mineral exploration tenements.
Treasury policy
The Company does not have a formally established treasury function. The Board is responsible for managing the Company’s currency risks and finance facilities. The Company does not currently undertake hedging of any kind.
Liquidity and funding
The Company has sufficient funds to finance its operations and to allow the Company to take advantage of favourable business opportunities, not specifically budgeted for, or to fund unforeseen expenditure.
OPERATING RESULTS
For the year ended 30 June 2008, the consolidated loss for the economic entity after providing for income tax and before minority interests was $3,265,894 (2007: $4,485,292).
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
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SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
The following significant changes in the state of affairs of the Company occurred in the financial year:
-
11,240,765 Ordinary Shares was issued pursuant to a Share Purchase Plan
-
4,000,000 unlisted $0.275 options expiring 30/6/11 and 300,000 unlisted $0.22 options expiring 30/6/11 were issued.
-
594,144 unlisted $0.197 options expiring 30/09/08 and 300,000 unlisted $0.127 options expiring 31/7/08 were exercised into ordinary shares during the year.
Changes in controlled entities:
Mt Isa Metals Ltd
On 2 July 2007, 489,810 shares and 326,540 attaching options were issued pursuant to a Share Placement Agreement, raising $171,434. The attaching options were exercisable at $0.50 each on or before 31 May 2012.
On 11 February 2008 it was resolved, and approved by shareholders, that:
-
the status of the Company be changed from a proprietary company limited by shares to a public company limited by shares;
-
the name of the Company be changed from Mt. Isa Metals Pty Ltd to Mt. Isa Metals Ltd;
-
the Company convert all of its ordinary shares into a larger number of ordinary shares on the basis that every (1) ordinary share be sub‐divided into two and a half (2.5) ordinary shares; and
-
the Company adjust all options on issue (excluding employee options) such that the exercise price of the existing options (excluding employee options) will be twenty cents ($0.20).
On 19 May 2008 6,275,475 $0.14 shares and 4,183,650 attaching options were issued. The attaching options are exercisable at $0.20 each on or before 31 May 2012.
On 26 June 2008 the Mt Isa Metals issued a prospectus for the issue of 35,000,000 fully paid ordinary shares to be offered at subscription at 20 cents each to raise $7,000,000.
At 30 June 2008, D’Aguilar held a 72.73% interest in Mt Isa Metals Ltd.
Subsequent to 30 June 2008, Mt Isa Metals allotted and issued 35,000,000 shares pursuant to the Initial Public Offering and was admitted to the ASX. Upon admission to the ASX, Mt Isa Metals issued the following options:
-
3,700,000 $0.20 options expiring 20 August 2011 issued to the Managing Director, Peter Spiers; and
-
1,500,000 $0.25 options expiring 20 August 2011 issued to the Non‐Executive Directors;
Official quotation of Mt Isa Metal’s shares on the ASX commenced on 22 August 2008. Upon quotation on the ASX, Mt Isa Metals issued 900,000 $0.20 options expiring 31 May 2012 were issued to the underwriter.
At the date of this report D’Aguilar holds a 48.19% interest in Mt Isa Metals Ltd.
Ridge Exploration Pty Ltd
Ridge Exploration Pty Ltd, a 100% owned subsidiary of D’Aguilar Gold Ltd was incorporated on 24 August 2007.
There were no other significant changes in the state of affairs of the Company during the year and up to the date of this report.
SIGNIFICANT EVENTS AFTER BALANCE DATE
On 13 August 2008, Mt Isa Metals allotted and issued 35,000,000 ($0.20) shares pursuant to the Initial Public Offering to raise $7,000,000. This allotment diluted D’Aguilar’s interest in Mt Isa Metals to 48.19%. On 20 August 2008, the Mt Isa Metals was admitted to the ASX. Official quotation of Mt Isa Metal’s shares on the ASX commenced on 22 August 2008.
There have been no other events since the end of the financial year that impact upon the financial report as at 30 June 2008.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
5
FUTURE DEVELOPMENTS
Likely developments in the operations of the Company and the expected results of those operations in subsequent financial years have been discussed where appropriate in the Annual Report under Review of Operations and Future Developments.
There are no further developments of which the directors are aware which could be expected to affect the results of the Company’s operations in subsequent financial years other than information which the directors believe comment on or disclosure of, would prejudice the interests of the Company.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The consolidated entity is subject to environmental regulation in relation to its exploration activities. Save for the securing for the benefit of the Company of bonds totalling some $600,000 in respect of a possible future liability for rehabilitation of mining leases, there are no matters that have arisen in relation to environmental issues up to the date of this report. Details of these bonds appear in Note 24 in the Notes to Financial Statements.
REMUNERATION REPORT (AUDITED)
Remuneration policy
The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and Executives.
The Remuneration and Nomination Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the directors and the executive team. The Remuneration and Nomination Committee assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and executive team. Such officers are given the opportunity to receive their base emolument in a variety of forms including cash and fringe benefits. It is intended that the manner of payments chosen will be optimal for the recipient without creating undue cost for the Company. Further details on the remuneration of directors and executives are set out in this Remuneration Report.
The Company aims to reward Executive Directors and Senior Management with a level and mix of remuneration commensurate with their position and responsibilities within the Company. The Board’s policy is to align Director and Executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering long‐term incentives.
In accordance with best practice corporate governance, the structure of Non‐Executive Director and Executive Director and Senior Management remuneration is separate and distinct.
Non‐Executive Director Remuneration
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders.
The Company’s specific policy for determining the nature and amount of emoluments of Non‐Executive Directors of the Company is as follows:
- The Constitution of the Company provides that the Non‐Executive Directors are entitled to remuneration as determined by the Company in general meeting to be apportioned among them in such manner as the directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by the Company is $185,000 per annum. Additionally, Non‐Executive Directors will be entitled to be reimbursed for properly incurred expenses.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
6
-
If a Non‐Executive Director performs extra services, which in the opinion of the Directors are outside the scope of the ordinary duties of the Director, the Company may remunerate that Director by payment of a fixed sum determined by the Directors in addition to or instead of the remuneration referred to above. However, no payment can be made if the effect would be to exceed the maximum aggregate amount payable to Non‐Executive Directors. A Non‐ Executive Director is entitled to be paid travelling and other expenses properly incurred by them in attending Director's or General Meetings of the Company or otherwise in connection with the business of the Company.
-
All directors have the opportunity to qualify for participation in the Directors’ and Executive Officers’ Option Plan, subject to the approval of shareholders.
The remuneration of Non‐Executive Directors for the year ending 30 June 2008 is detailed in Table 1 of this Remuneration Report.
Executive Director and Senior Management remuneration
The Company aims to reward Executive Directors and Senior Management with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:
-
reward the Executive Directors and Senior Management for company and individual performance against targets set by reference to appropriate benchmarks;
-
align the interests of Executive Directors and Senior Management with those of shareholders;
-
link reward with the strategic goals and performance of the Company; and
-
ensure total remuneration is competitive by market standards.
The remuneration of Executive Directors and Senior Management may from time to time be fixed by the Board. The remuneration will comprise a fixed remuneration component and also may include offering specific short and long‐term incentives, in the form of:
-
performance based salary increases and/or bonuses; and/or
-
the issue of options
Executive Directors and Senior Management have the opportunity to qualify for participation in the Directors’ and Executive Officers’ Option Plan, subject to the approval of shareholders. All employees have the opportunity to qualify for participation in the D’Aguilar Employee Share Option Plan.
The remuneration of the Directors and Senior Management for the year ending 30 June 2008 is detailed in Table 1 of this Remuneration Report.
Relationship between remuneration and Company performance
During the financial year, the Company (and its subsidiaries) has generated losses as its principal activity was mineral exploration.
The Company listed on the ASX on 22 August 2003. The following table shows the share price at the end of the financial year for the Company for the last five years:
| 2004 | 2005 | 2006 | 2007 | 2008 | |
|---|---|---|---|---|---|
| Share price at year‐end | $0.09 | $0.08 | $0.05 | $0.40 | $0.13 |
During the year ended 30 June 2008 the market price of the Company’s ordinary shares ranged from a low of $0.07 to a high of $0.42.
There were no dividends paid during the year ended 30 June 2008.
As the Company is still in the exploration and development stage, the link between remuneration, company performance and shareholder wealth is tenuous. Share prices are subject to the influence of metals prices and market sentiment toward the sector, and as such increases or decreases may occur quite independent of executive performance or remuneration.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
7
Employment contracts
It is the Board’s policy that employment agreements are entered into with all Executive Directors, Executives and employees.
Contracts do not provide for pre‐determining compensation values or method of payment. Rather the amount of compensation is determined by the Board in accordance with the remuneration policy set out above.
All Non‐Executive Directors have letters of employment.
Key management personnel are entitled to their statutory entitlements of accrued annual leave and long service leave together with any superannuation on termination.
Managing Director, D’Aguilar Gold Limited
D’Aguilar Gold Ltd has an agreement with Samuel Capital Ltd, an entity associated with Nicholas Mather (a director), and Nicholas Mather for the provision of certain consultancy services. Samuel Capital Ltd will provide Nicholas Mather as the Managing Director of D’Aguilar Gold Ltd for a base fee of $199,413 per annum.
Under the terms of the present contract:
-
Both D’Aguilar Gold Ltd and Samuel Capital Ltd are entitled to terminate the contract upon giving three (3) months written notice.
-
D’Aguilar Gold Ltd is entitled to terminate the agreement upon the happening of various events in respect of Samuel Capital Ltd’s solvency or other conduct or if Nicholas Mather ceases to be a Director of D’Aguilar Gold Ltd.
-
The contract provides for a six monthly review of performance by D’Aguilar Gold Ltd.
There is no termination payment provided for in the Executive Service Contract with Samuel Capital Pty Ltd.
Chief Executive Officer and Managing Director, AusNiCo Pty Ltd
AusNiCo Pty Ltd has entered into an Executive Service Agreement (“Agreement”) with Ian Levy dated 31 May 2007 (commencement date 11 July 2008) under which Mr Levy has agreed to provide certain services to AusNiCo Pty Ltd and be appointed as the Chief Executive Officer and Managing Director of AusNiCo Pty Ltd. The Agreement has a term of three years from commencement.
Mr Levy receives a base remuneration of $300,000 per annum (including superannuation contributions). Mr Levy will also be granted 2,000,000 options of the issued capital of AusNiCo Pty Ltd, exercisable at the lesser of 20 cents or 80% of the IPO price within four years of AusNiCo Pty Ltd listing on the ASX (the Options).
AusNiCo Pty Ltd is obliged to reimburse Mr Levy for all reasonable and necessary expenses incurred by him in the performance of his duties.
AusNiCo Pty Ltd is entitled to terminate the Agreement upon the Board giving six (6) months written notice or immediately upon the happening of various events in respect of Mr Levy’s solvency or other conduct.
(Subject to AusNiCo Pty Ltd complying with any applicable ASX Listing Rules), other than an IPO event, My Levy may terminate this agreement immediately in the event a person or entity acquires voting power of fifty percent (50%) in AusNiCo Pty Ltd. In the case of such termination, Mr Levy shall be entitled to a termination payment equal to the higher of:
-
The Total Employment Cost that would be payable to Mr Levy until the end of the term of the Agreement; or
-
• The Total Employment Cost payable in respect of a twelve (12) month period.
General Manager, Anduramba Molybdenum Pty Ltd
Anduramba Molybdenum Pty Ltd has entered into an Executive Service Agreement (“Agreement”) with Vincent Mascolo dated 21 December 2007 (commencement date 8 February 2008) under which Mr Mascolo has agreed to provide certain services to Anduramba Molybdenum Pty Ltd and be appointed as the General Manager of Anduramba Molybdenum Pty Ltd. The Agreement has no fixed term.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
8
Mr Mascolo receives a base remuneration of $180,000 per annum (including superannuation contributions and allowances). Mr Mascolo will also be granted options of the issued capital of Anduramba Molybdenum Pty Ltd, equal to 3% of the issued capital of Anduramba and exercisable in whole or in part at a total price of $1.5 million within two years of issue, which issue shall be at the earlier of listing of Anduramba on the ASX for a cash free enterprise value of $50 million or a trade sale at a cash free enterprise value of $50m, or financial close of the development funding for the project.
Mr Mascolo shall be entitled to the following cash bonuses in the event that the Board, acting reasonable, is satisfied he has achieved certain milestones:
-
An Annual Cash Bonus of $50,000 upon diligently applying himself in the discharge of his duties, and has diligently pursued the Project being completed in accordance with the Construction Time and Construction Budget;
-
A Practical Completion Bonus of $250,000 upon the Practical Completion of the Project within two years from commencement, and a further $250,000 if the Practical Completion is completed on or below the Construction Budget; and
-
A Project Sale Bonus of $150,000 upon the sale of the Project within six to 12 months of commencement increasing to $500,000 if the sale is made after 12 months from commencement.
Anduramba Molybdenum Pty Ltd is obliged to reimburse Mr Mascolo for all reasonable and necessary expenses incurred by him in the performance of his duties.
Both Anduramba Molybdenum Pty Ltd and Mr Mascolo are entitled to terminate the Agreement upon giving one (1) months written notice or immediately upon the happening of various events in respect of Mr Mascolo’s solvency or other conduct.
Senior Management
Employment contracts entered into with senior management contain the following key terms:
| Event | Company Policy |
|---|---|
| Performance based salary increases and/or bonuses | Board discretion |
| Short and long‐term incentives, such as options | Board discretion |
| Resignation/ notice period | 1 month |
| Serious misconduct | Company may terminate at any time |
| Payouts upon resignation or termination, outside industrial regulations (i.e. | None |
| ‘golden handshakes’) |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
9
(a) Details of Key Management Personnel
| (i) Directors | |
|---|---|
| Christopher Rawlings | Director ‐ Chairman (resigned 2 July 2007) |
| Nicholas Mather | Managing Director |
| Ian Levy | Director‐ Chairman |
| Brian Moller | Director (Non‐Executive) |
| Vincent Mascolo | Director |
| (ii) Senior Management | |
| Greg Runge | General Manager |
| Duncan Cornish | Company Secretary and Chief Financial Officer |
| John Roiko | Geologist |
| Robyn Grayson | Geologist |
| Neil Wilkins | Exploration Manager |
(b) Remuneration of Key Management Personnel
Senior Management includes the five most highly paid executive officers of the consolidated entity for the year ended 30 June 2008.
Table 1:
| Salary & Fees |
Short‐term Salary & Fees for Executive Roles in subsidiaries |
benefits Cash Bonus |
Non‐ cash benefits |
Post‐Employment Super‐ annuation Retire‐ ment Benefits |
Post‐Employment Super‐ annuation Retire‐ ment Benefits |
Equity‐ settled Options |
Other Insurance |
Total | Perform‐ ance Related % |
Remuner‐ ation represented by options 2008 % |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Directors | ||||||||||||||
| Christopher Rawlings (resigned 2 | July 2007) | |||||||||||||
| 2008 | ‐ | ‐ |
‐ | ‐ |
‐ |
‐ | ‐ |
‐ |
‐ | ‐ | ‐ |
|||
| 2007 | 36,697 | ‐ |
‐ | ‐ |
3,303 |
‐ | ‐ |
4,708 |
44,708 | ‐ | ‐ |
|||
| Nicholas Mather | ||||||||||||||
| 2008 | 183,138 | ‐ |
‐ | ‐ |
‐ |
‐ | 281,898 |
3,800 |
468,836 | ‐ | 60.1% |
|||
| 2007 | 175,000 | ‐ |
‐ | ‐ |
‐ |
‐ | ‐ |
4,708 |
179,708 | ‐ | ‐ |
|||
| Ian Levy | ||||||||||||||
| 2008 | 41,667 | 313,796 |
‐ | ‐ |
‐ |
‐ | 70,475 |
3,800 |
429,738 | ‐ | 16.4% |
|||
| 2007 | 30,000 | ‐ |
‐ | ‐ |
‐ |
‐ | ‐ |
4,708 |
34,708 | ‐ | ‐ |
|||
| Brian Moller | ||||||||||||||
| 2008 | 35,246 | ‐ |
‐ | ‐ |
‐ |
‐ | 70,475 |
3,800 |
109,521 | ‐ | 64.3% |
|||
| 2007 | 30,000 | ‐ |
‐ | ‐ |
‐ |
‐ | ‐ |
4,708 |
34,708 | ‐ | ‐ |
|||
| Vincent Mascolo | ||||||||||||||
| 2008 | 31,667 | 71,254 |
‐ | ‐ |
‐ |
‐ | 70,475 |
3,800 |
177,196 | ‐ | 39.8% |
|||
| 2007 | 30,000 | ‐ |
‐ | ‐ |
‐ |
‐ | ‐ |
4,708 |
34,708 | ‐ | ‐ |
|||
| Total Remuneration: Directors | ||||||||||||||
| 2008 | 291,718 | 385,050 |
‐ | ‐ |
‐ |
‐ | 493,323 |
17,048 |
1,185,291 | ‐ | 41.6% |
|||
| 2007 | 301,697 | ‐ |
‐ | ‐ |
3,303 |
‐ | ‐ |
23,540 |
328,540 | ‐ | ‐ |
| Salary & Fees |
Short‐term Salary & Fees for Executive Roles in subsidiaries |
benefits Cash Bonus |
Non‐ cash benefits |
Post‐Employment Super‐ annuation Retire‐ ment Benefits |
Post‐Employment Super‐ annuation Retire‐ ment Benefits |
Equity‐ settled Options |
Other Insurance |
Total | Perform‐ ance Related % |
Remuner‐ ation represented by options 2008 % |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior Management | ||||||||||||
| Greg Runge | ||||||||||||
| 2008 | 148,201 | ‐ |
‐ | ‐ |
13,338 |
‐ | ‐ |
9,574 | 171,113 |
‐ |
‐ | |
| 2007 | 136,027 | ‐ |
‐ | ‐ |
12,242 |
‐ | 7,598 |
4,273 | 160,141 |
‐ |
4.74% | |
| Duncan Cornish | ||||||||||||
| 2008 | 132,262 | ‐ |
‐ | ‐ |
‐ |
‐ | 70,475 |
3,800 | 206,537 |
‐ |
34.1% | |
| 2007 | 116,396 | ‐ |
‐ | ‐ |
‐ |
‐ | ‐ |
4,708 | 121,104 |
‐ |
‐ | |
| John Roiko | ||||||||||||
| 2008 | 119,692 | ‐ |
25,000 | ‐ |
10,772 |
‐ | ‐ |
‐ | 155,464 |
16.1% |
‐ | |
| 2007 | 109,796 | ‐ |
‐ | ‐ |
9,882 |
‐ | 23,262 |
‐ | 142,940 |
‐ |
16.3% | |
| Robyn Grayson | ||||||||||||
| 2008 | 73,042 | ‐ |
‐ | ‐ |
6,574 |
‐ | ‐ |
3,674 | 83,290 |
‐ |
‐ | |
| 2007 | 59,397 | ‐ |
‐ | ‐ |
5,346 |
‐ | ‐ |
3,511 | 68,254 |
‐ |
‐ | |
| Neil Wilkins | ||||||||||||
| 2008 | 134,100 | ‐ |
‐ | ‐ |
‐ |
‐ | ‐ |
‐ | 134,100 |
‐ |
‐ | |
| 2007 | 68,919 | ‐ |
‐ | ‐ |
‐ |
‐ | ‐ |
‐ | 68,919 |
‐ |
‐ | |
| Total Remuneration: Senior Management | ||||||||||||
| 2008 | 607,297 | ‐ |
25,000 | ‐ |
30,684 |
‐ | 70,475 |
17,048 | 750,504 |
‐ |
9.4% | |
| 2007 | 490,535 | ‐ |
‐ | ‐ |
27,470 |
‐ | 30,860 |
12,493 | 561,358 |
‐ |
5.5% |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
10
Performance income as a proportion of total remuneration
Performance based bonuses are paid on set monetary figures, rather than proportions of salaries. The remuneration committee has set these bonuses to encourage achievement of specific goals (applicable to individual’s roles) that have been given a high level of importance in relation to the future growth of the economic entity, such as the discovery of a mineral system, achieving a significant milestone in the development of a project, the successful management of an IPO and listing of a group subsidiary.
The remuneration committee will review the performance bonuses to gauge their effectiveness against achievement of the set goals, and adjust future years’ incentives as they see fit, to ensure the most cost effective and efficient methods.
Options issued as part of remuneration for the year ended 30 June 2008
Options are issued to directors and executives as part of their remuneration. The options are not issued based on performance criteria as the Board does not consider this appropriate for a junior exploration company. The options are issued to the majority of directors and executives of D’Aguilar Gold Ltd to align comparative shareholder return and reward for directors and senior management.
(c) Options granted as remuneration
During the year ended 30 June 2008, 4,000,000 options were granted as remuneration to directors and certain Senior Management.
The Company uses employee continuity of service and the future share price to align comparative shareholder return and reward for Executives.
All options were provided at no cost to the recipient.
Details of all options issued to Key Management Personnel as remuneration are detailed below:
| Value per | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Grant | Grant | Exercise | Expiry | Vest | option at | Exercised in | Exercised in | Balance at | |
| Date | Number | Price | Date | Date | grant date | current year | prior years |
30/6/08 | |
| ($)# | |||||||||
| Directors | |||||||||
| Nicholas Mather | 29/11/2007 | 2,000,000 | $0.275 | 30/6/2011 | 29/11/2007 | $0.1409 | ‐ | ‐ | 2,000,000 |
| Ian Levy | 29/11/2007 | 500,000 | $0.275 | 30/6/2011 | 29/11/2007 | $0.1409 | ‐ | ‐ | 500,000 |
| Brian Moller | 29/11/2007 | 500,000 | $0.275 | 30/6/2011 | 29/11/2007 | $0.1409 | ‐ | ‐ | 500,000 |
| Vincent Mascolo | 29/11/2007 | 500,000 | $0.275 | 30/6/2011 | 29/11/2007 | $0.1409 | ‐ | ‐ | 500,000 |
| Senior Management | |||||||||
| Duncan Cornish | 10/10/2007 | 500,000 | $0.275 | 30/6/2011 | 10/10/2007 | $0.1409 | ‐ | ‐ | 500,000 |
| John Roiko | 7/11/2006 | 300,000 | $0.127 | 31/7/2008 | 7/11/2006 | $0.078 | ‐ | ‐ | 300,000 |
| Neil Wilkins | 30/7/2005 | 600,000 | $0.127 | 31/7/2008 | 30/7/2005 | $0.535 | (300,000) | (300,000) | ‐ |
Calculation of value of options granted using the Black‐Scholes option pricing model, which takes into account factors such as the option exercise price, the market price at the date of issue and volatility of the underlying share price and the time to maturity of the option.
Options can be exercised at any time up to the expiry date.
No options were forfeited during the year ended 30 June 2008.
No options lapsed during the year ended 30 June 2008.
(d) Shares issued on exercise of remuneration options
Options exercised during the year that were previously granted as remuneration in prior periods:
| Key | Management | Personnel | No. of ordinary shares issued |
Amount paid per share |
Amount unpaid per share |
Value of options exercised |
|---|---|---|---|---|---|---|
| Neil | Wilkins | 300,000 | $0.127 | nil | $66,900 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
11
DIRECTORS’ MEETINGS
The number of meetings of directors held during the period and the number of meetings attended by each director were as follows:
| Board Audit & Risk Management Committee |
Remuneration & Nomination Committee |
|---|---|
| Number of meetings held while in office Meetings attended Number of meetings held while in office Meetings attended |
Number of meetings held while in office Meetings attended |
| Christopher Rawlings* ‐ ‐ ‐ ‐ |
‐ ‐ |
| Nicholas Mather 6 6 n/a n/a |
n/a n/a |
| Ian Levy^ 6 6 2 2 |
‐ ‐ |
| Brian Moller 6 6 2 2 |
‐ ‐ |
- Mr Rawlings resigned on 2 July 2007.
^ Mr Levy was appointed to the Audit & Risk Management committee on 2 July 2007.
There was a total of 6 board meetings and 2 audit and risk management committee meetings held during the financial year.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
Each of the directors and secretary of the Company has entered into a Deed with the Company whereby the Company has provided certain contractual rights of access to books and records of the Company to those directors.
The Company has insured all of the directors of D’Aguilar Gold Ltd. The contract of insurance prohibits the disclosure of the nature of the liabilities covered and amount of the premium paid. The Corporations Act does not require disclosure of the information in these circumstances.
The Company has not indemnified its auditor.
SHARE OPTIONS
As balance date, there were 24,364,598 unissued ordinary shares under options as follows:
-
16,664,598 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 19.7 cents. The options expire 30 September 2008.
-
2,400,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 12.7 cents. The options expired on 31 July 2008.
-
400,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 12.7 cents. The options expire 30 June 2009.
-
300,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 20 cents. The options expire 30 June 2009.
-
300,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 25 cents. The options expire 30 June 2009.
-
4,000,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 27.5 cents. The options expire 30 June 2011.
-
300,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 22 cents. The options expire 30 June 2011.
As at the date of this report, there were 21,964,598 unissued ordinary shares under options as follows:
-
16,664,598 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 19.7 cents. The options expire 30 September 2008.
-
400,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 12.7 cents. The options expire 30 June 2009.
-
300,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 20 cents. The options expire 30 June 2009.
-
300,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 25 cents. The options expire 30 June 2009.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
12
-
4,000,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 27.5 cents. The options expire 30 June 2011.
-
300,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 22 cents. The options expire 30 June 2011.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purposes of taking responsibility on behalf if the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.
NON‐AUDIT SERVICES
The following non‐audit services were provided by the entity’s auditor BDO Kendalls (QLD). The Directors are satisfied that the provision of non‐audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of each type of non‐audit service provided means that auditor independence was not compromised.
BDO Kendalls (QLD) received the following amounts for the provision of non‐audit services:
| Tax services | $23,105 |
|---|---|
| Independent Accountants Report for Mt Isa Metals Prospectus | $9,500 |
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of D’Aguilar Gold Ltd support and have adhered to the principles of corporate governance. The Company’s corporate governance statement can be found on page 20.
AUDITORS INDEPENDENCE DECLARATION
The Auditor Independence Declaration forms part of the Directors Report and can be found on page 14.
Signed in accordance with a resolution of the directors.
Nicholas Mather Director
Brisbane 30 September 2008
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
13
AUDITORS INDEPENDENCE DECLARATION
The Directors D’Aguilar Gold Ltd GPO Box 5262 BRISBANE QLD 4001
Dear Directors
AUDITOR’S INDEPENDENCE DECLARATION
In relation to our audit of the Financial Report of D’Aguilar Gold Ltd for the year ended 30 June 2008, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.
Yours faithfully BDO Kendalls (QLD)
Damian Wright Partner
30 September 2008
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
14
Shareholder Information
Additional information required by the Australian Securities Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 16 September 2008.
(a) Distribution of equity securities
The number of holders, by size of holding, in each class of security is:
| Unlisted | $0.197 options | $0.197 options | $0.197 options | Unlisted $0.275 | Unlisted $0.275 | options | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares | exercisable on or before | exercisable | on or before 30 | ||||||||
| 30 September 2008 | June 2011 | ||||||||||
| Number of | Number of | Number of | Number of | Number of | Number of | ||||||
| holders | shares | holders | options | holders | options | ||||||
| 1 – 1,000 | 188 | 15,416 | ‐ | ‐ | ‐ | ‐ | |||||
| 1,001 – 5,000 | 377 | 1,212,947 | ‐ | ‐ | ‐ | ‐ | |||||
| 5,001 – 10,000 | 384 | 3,427,667 | ‐ | ‐ | ‐ | ‐ | |||||
| 10,001 – 100,000 | 917 | 34,209,415 | 21 | 826,920 | ‐ | ‐ | |||||
| 100,001 and over | 243 | 107,179,108 | 25 | 15,837,678 | 5 | 4,000,000 | |||||
| Total | 2,109 | 146,044,553 | 46 | 16,664,598 | 5 | 4,000,000 | |||||
| Unlisted $0.127 options | Unlisted $0.20 options exercisable | Unlisted $0.25 options | |||||||||
| exercisable on or before | on or before | exercisable on or before | |||||||||
| 30 | June 2009 | 30 | June 2009 | 30 June 2009 | |||||||
| Number of | Number of shares | Number | of | Number | of | Number of | Number | of | |||
| holders | holders | options | holders | options | |||||||
| 1 – 1,000 | ‐ | ‐ |
‐ | ‐ | ‐ | ‐ | |||||
| 1,001 – 5,000 | ‐ | ‐ |
‐ | ‐ | ‐ | ‐ | |||||
| 5,001 – 10,000 | ‐ | ‐ |
‐ | ‐ | ‐ | ‐ | |||||
| 10,001 – 100,000 | ‐ | ‐ |
‐ | ‐ | ‐ | ‐ | |||||
| 100,001 and over | 1 400,000 |
1 | 300,000 | 1 | 300,000 | ||||||
| Total | 1 400,000 |
1 | 300,000 | 1 | 300,000 | ||||||
| Unlisted $0.22 options exercisable | |||||||||||
| on or before | |||||||||||
| 30 | June 2011 | ||||||||||
| Number of | Number of shares | ||||||||||
| holders | |||||||||||
| 1 – 1,000 | ‐ | ‐ |
|||||||||
| 1,001 – 5,000 | ‐ | ‐ |
|||||||||
| 5,001 – 10,000 | ‐ | ‐ |
|||||||||
| 10,001 – 100,000 | ‐ | ‐ |
|||||||||
| 100,001 and over | 1 300,000 |
||||||||||
| Total | 1 300,000 |
The number of shareholders holding less than a marketable parcel of shares is 650 (holding a total of 1,766,398 ordinary shares).
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
15
(b) Twenty largest holders
The names of the twenty largest holders, in each class of quoted security are:
Ordinary shares:
| 1 | Tenstar TradingLimited | 10,693,528 | 7.32% |
|---|---|---|---|
| 2 | Fortis ClearingNominees P/L | 5,633,000 | 3.86% |
| 3 | Samuel Capital PtyLtd | 5,057,727 | 3.46% |
| 4 | Dr Leon Eugene Pretorius * | 4,695,454 | 3.22% |
| 5 | Hayes PropertyCorporation PtyLtd | 2,356,231 | 1.61% |
| 6 | Laskho PtyLtd | 2,351,420 | 1.61% |
| 7 | Caxton Street Agencies PtyLtd * | 2,068,181 | 1.42% |
| 8 | Mr Vincent David Mascolo | 1,720,438 | 1.18% |
| 9 | Broadhaven PtyLimited | 1,522,727 | 1.04% |
| 10 | Fortunato PtyLtd | 1,500,000 | 1.03% |
| 11 | AscryPtyLtd * | 1,485,454 | 1.02% |
| 12 | Mr Stephen Chia‐Kuei Hsu & Mrs Jacqueline Chia‐Kuei Hsu | 1,401,941 | 0.96% |
| 13 | Salmon River Resources Ltd | 1,260,042 | 0.86% |
| 14 | Dux Investment Services PtyLtd | 1,227,439 | 0.84% |
| 15 | P J Enterprises PtyLimited | 1,024,685 | 0.70% |
| 16 | Mr Clive Brown & Mrs Cynthia Margaret Brown | 1,022,727 | 0.70% |
| 17 | Warren W Brown & Marilyn H Brown | 1,000,000 | 0.68% |
| 18 | Mr Peter Clifford Chase & Mrs LesleyChristine Chase | 1,000,000 | 0.68% |
| 19 | National Nominees Limited | 845,000 | 0.58% |
| 20 | Dansar PtyLtd | 828,760 | 0.57% |
| Top 20 | 48,694,754 | 33.34% | |
| Total | 146,044,553 | 100.00% |
- Merged
(c) Substantial shareholders
No current substantial shareholders have notified the Company in accordance with section 671B of the Corporations Act 2001.
(d) Voting rights
All ordinary shares carry one vote per share without restriction
(e) Restricted securities
As at the date of this report, there we no securities subject to (ASX or voluntary) restriction agreements.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
16
Interests in Mining and Exploration Tenements
D’Aguilar Gold Ltd and its subsidiaries held the following interests in mining and exploration tenements as at 16 September 2008:
| Tenure Type, Name and Number | Current Holder | Registered % Interest of Holder |
Date of Expiry |
|---|---|---|---|
| EL 6652 Cow Flat | D’Aguilar Gold Ltd | 100% | 20/10/2008 |
| ELA 3338 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPM 13359 Kilkivan North | AusNiCo Pty Ltd | 100% | 3/01/2009 |
| EPM 13360 Kilkivan East | AusNiCo Pty Ltd | 100% | 5/02/2009 |
| EPM 13361 Kilkivan West | Navaho Mining Pty Ltd | 100% | 5/02/2009 |
| EPM 14372 Tableland | AusNiCo Pty Ltd | 100% | 24/01/2010 |
| EPM 14373 Elginvale No 1 | D’Aguilar Gold Ltd | 100% | 17/02/2010 |
| EPM 14560 Mount Kandanga | AusNiCo Pty Ltd | 100% | 13/09/2010 |
| EPM 14666 Anduramba | Anduramba Molybdenum Pty Ltd | 100% | 27/10/2009 |
| EPM 14881 Dovedale | D’Aguilar Gold Ltd | 100% | 3/03/2010 |
| EPM 15134 Gayndah | D’Aguilar Gold Ltd | 100% | 29/09/2010 |
| EPM 15238 Manumbar | D’Aguilar Gold Ltd | 100% | 13/12/2012 |
| EPM 15254 Black Ridge | Central Minerals Pty Ltd | 100% | 12/01/2011 |
| EPM 15310 Elginvale North | D’Aguilar Gold Ltd | 100% | 9/01/2011 |
| EPM 15403 Buaraba Creek | D’Aguilar Gold Ltd | 100% | 5/10/2011 |
| EPM 15405 Cressbrook Creek | D’Aguilar Gold Ltd | 100% | 5/10/2011 |
| EPM 15457 Poperima Creek | AusNiCo Pty Ltd | 100% | 12/07/2011 |
| EPMA 15460 Mount Delaney | D’Aguilar Gold Ltd | 100% | Under Application |
| EPM 15684 Anduramba Extended | Anduramba Molybdenum Pty Ltd | 100% | 12/09/2011 |
| EPM 15779 Cooper | Central Minerals Pty Ltd | 100% | 20/12/2009 |
| EPM 15803 Cooper Extended | Central Minerals Pty Ltd | 100% | 28/01/2010 |
| EPM 15842 Glenmore | Central Minerals Pty Ltd | 100% | 2/01/2010 |
| EPM 16039 Wolfgang Creek | Central Minerals Pty Ltd | 100% | 18/06/2012 |
| EPM 16075 Cannindah Creek | AusNiCo Pty Ltd | 100% | 28/01/2013 |
| EPM 16077 Boyne River | AusNiCo Pty Ltd | 100% | 11/03/2013 |
| EPM 16079 Mundubbera | AusNiCo Pty Ltd | 100% | 23/08/2012 |
| EPM 16180 Dangore Extended | Eastern Uranium Pty Ltd | 100% | 9/01/2013 |
| EPM 16181 Dangore | Eastern Uranium Pty Ltd | 100% | 22/08/2012 |
| EPM 16183 Boyne | Eastern Uranium Pty Ltd | 100% | 21/09/2012 |
| EPM 16186 Dangore | Eastern Uranium Pty Ltd | 100% | 3/09/2012 |
| EPM 16212 Southern Cross | Central Minerals Pty Ltd | 100% | 11/06/2013 |
| EPM 16239 Chahpingah | Eastern Uranium Pty Ltd | 100% | 22/08/2012 |
| EPM 16254 Greycliffe | Eastern Uranium Pty Ltd | 100% | 26/09/2012 |
| EPM 16259 Cadarga | Eastern Uranium Pty Ltd | 100% | 22/08/2012 |
| EPM 16260 Cadarga 2 | Eastern Uranium Pty Ltd | 100% | 11/06/2013 |
| EPM 16261 Cadarga 1 | Eastern Uranium Pty Ltd | 100% | 27/05/2013 |
| EPMA 16262 Callide | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPM 16307 Mount Blowhard | Central Minerals Pty Ltd | 100% | 23/08/2012 |
| EPM 16417 Shefiff Creek | Eastern Uranium Pty Ltd | 100% | 20/09/2012 |
| EPM 16418 Banana Range | Central Minerals Pty Ltd | 100% | 20/09/2012 |
| EPM 16419 Reedy Creek | Eastern Uranium Pty Ltd | 100% | 3/09/2012 |
| EPM 16420 Dee Valley | Central Minerals Pty Ltd | 100% | 20/09/2012 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
17
| Tenure Type, Name and Number | Current Holder | Registered % Interest of Holder |
Date of Expiry |
|---|---|---|---|
| EPM 16441 Brigooda 2 | Eastern Uranium Pty Ltd | 100% | 22/08/2012 |
| EPMA 16442 Brigooda | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPM 16444 Strategic 2 | Eastern Uranium Pty Ltd | 100% | 28/05/2013 |
| EPM 16445 Strategic 1 | Eastern Uranium Pty Ltd | 100% | 26/05/2013 |
| EPM 16447 Strategic | Eastern Uranium Pty Ltd | 100% | 28/05/2013 |
| EPMA 16498 Johnnies | Mt Isa Metals Ltd | 100% |
Under Application |
| (to be assigned to Central Minerals Pty | |||
| Ltd upon granting) | |||
| EPM 16538 Ballogie | Eastern Uranium Pty Ltd | 100% | 24/10/2012 |
| EPMA 16638 Etheldale Extended | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16639 Etheldale | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16687 Millungera Extended | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16688 Millungera | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16739 Perpendicular Peak | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16740 Georgetown | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16784 Callide 2 | Eastern Uranium Pty Ltd | 100% | 14/11/2009 |
| EPMA 16837 Maranoa 4 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16839 Maranoa 1 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16841 Maranoa 3 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16842 Maranoa 2 | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16854 Dawson Valley North | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16855 Gayndah North | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPM 16856 Gayndah South | Ridge Exploration Pty Ltd | 100% | 16/04/2010 |
| EPMA 16857 Belington | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16858 Myrtlevale | Ridge Exploration Pty Ltd | 100% | 16/04/2010 |
| EPMA 16859 Dawson Valley South | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16860 Bungil | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16861 Booringa | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16862 Stephenton | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16863 Gelnolive | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16864 Wallaroo | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPM 16865 Doonkuna | Ridge Exploration Pty Ltd | 100% | 6/04/2010 |
| EPMA 16866 Korcha | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16876 Monsildale | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16882 Emu Creek | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16884 Lawn Hill | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPM 16902 Kingaroy | Ridge Exploration Pty Ltd | 100% | 6/04/2010 |
| EPMA 16932 Mt Dick Project | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16933 Fat Hen | Eastern Uranium Pty Ltd | 100% | Under Application |
| EPMA 16949 Mt Kilkoy | Ridge Exploration Pty Ltd | 100% | 6/04/2012 |
| EPMA 16953 Mt Stanley | Ridge Exploration Pty Ltd | 100% | 20/04/2012 |
| EPMA 16958 Middlemount | Ridge Exploration Pty Ltd | 100% | 10/04/2010 |
| EPMA 16959 Duaringa | Ridge Exploration Pty Ltd | 100% | Under Application |
| EPMA 16985 Widgee South | AusNiCo Pty Ltd | 100% | Under Application |
| EPMA 16989 Denham Range | D’Aguilar Gold Ltd | 100% | Under Application |
| EPM 17042 Station Creek | AusNiCo Pty Ltd | 100% | 10/03/2010 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
18
| Tenure Type, Name and Number | Current Holder | Registered % Interest of Holder |
Date of Expiry |
|
|---|---|---|---|---|
| EPMA 17072 Banana Central | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17074 Banana South | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17079 Banana North | Central Minerals Pty Ltd | 100% | Under Application | |
| EPM 17129 Isaac River Project | Central Minerals Pty Ltd | 100% | 10/04/2010 | |
| EPMA 17130 Scoria Project | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17131 St Lawrence | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17135 Theodore North | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17139 Theodore South | Central Minerals Pty Ltd | 100% | Under Application | |
| EPM 17239 Miclere North | Central Minerals Pty Ltd | 100% | 15/05/2013 | |
| EPMA 17450 Stanwell | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17492 Auburn River | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17580 Burnwood | Ridge Exploration Pty Ltd | 100% | Under Application | |
| EPMA 17611 Green Rock | AusNiCo Pty Ltd | 100% | Under Application | |
| EPMA 17640 Grosvenor Creek | Ridge Exploration Pty Ltd | 100% | Under Application | |
| EPMA 17664 Fitzroy North | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17665 Fitzroy South | Central Minerals Pty Ltd | 100% | Under Application | |
| EPMA 17679 Copper Mine Creek | AusNiCo Pty Ltd | 100% | Under Application | |
| MDL 376 Anduramba Molybdenum | Anduramba Molybdenum Pty Ltd | 100% | Under Application | |
| ML 3678 United Reefs Gold Mine | D’Aguilar Gold Ltd | 100% | 31/05/2022 | |
| (Shamrock) | ||||
| ML 3732 Jimmy Scrub | D’Aguilar Gold Ltd | 100% | 31/01/2010 | |
| ML 3741 Shamrock Extended | D’Aguilar Gold Ltd | 100% | 30/09/2009 | |
| ML 3748 Black Shamrock | D’Aguilar Gold Ltd | 100% | 28/02/2013 | |
| ML 3749 North Chinaman | D’Aguilar Gold Ltd | 100% | 31/07/2007 | |
| (see Note 1) | ||||
| ML 3752 Shamrock Tailings | D’Aguilar Gold Ltd | 100% | 31/01/2010 | |
| ML 3753 Shamrock Tailings Extended | D’Aguilar Gold Ltd |
100% | 31/08/2013 | |
| ML 50059 Manumbar | D’Aguilar Gold Ltd | 100% | 31/12/2008 | |
| ML 50099 Manumbar Extended | D’Aguilar Gold Ltd | 100% | 31/08/2013 | |
| ML 50148 Tableland | D’Aguilar Gold Ltd | 100% | 30/04/2014 | |
| ML 6622 Golden Spur | D’Aguilar Gold Ltd | 100% | 31/07/2009 |
Note 1 Renewal Applications have been lodged in respect of these Mining Leases.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
19
Corporate Governance Statement
The board of directors of D’Aguilar Gold Ltd is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of D’Aguilar Gold Ltd on behalf of the shareholders by whom they are elected and to whom they are accountable.
D’Aguilar Gold Ltd’s Corporate Governance Statement is structured with reference to the Australian Stock Exchange (“ASX”) Corporate Governance Council’s (the “Council”) “Corporate Governance Principles and Recommendations, 2nd Edition”, which the Council notes will apply to annual reports (with 30 June year ends) for years ending 30 June 2009 and later. D’Aguilar Gold Ltd is effecting an early transition to the revised Principles and Recommendations which are as follows:
| Principle | 1 | Lay solid foundations for management and oversight |
|---|---|---|
| Principle | 2 | Structure the board to add value |
| Principle | 3 | Promote ethical and responsible decision making |
| Principle | 4 | Safeguard integrity in financial reporting |
| Principle | 5 | Make timely and balanced disclosure |
| Principle | 6 | Respect the rights of shareholders |
| Principle | 7 | Recognise and manage risk |
| Principle | 8 | Remunerate fairly and responsibly |
A copy of the eight Corporate Governance Principles and Recommendations can be found on the ASX’s website at www.asx.com.au.
For further information on the corporate governance policies adopted by D’Aguilar Gold Limited, refer to our website www.daguilar.com.au
Any departures to the Council’s best practice recommendations as at the date of this report, or throughout the year ended 30 June 2008, are set out below.
| Recommendation Reference |
Notification of Departure |
Explanation for Departure |
|---|---|---|
| 2.1 | A majority of the board is not | All of the current directors may not be considered independent directors under the |
| independent | Council’s recommendations/guidelines. The position of each director as to whether or | |
| not they are considered to be independent is set out below. The board believe that the | ||
| individuals on the board can and do make quality and independent judgements in the | ||
| best interest of the Company and other stakeholders notwithstanding that they may | ||
| not be considered independent directors under the Council’s recommendations/ | ||
| guidelines. | ||
| 2.2 | The chairman is not independent | The board believe that the current Chairman can and does make quality and |
| independent judgements in the best interest of the Company and other stakeholders | ||
| notwithstanding that he may not be considered independent under the Council’s | ||
| recommendations/guidelines. | ||
| 4.2 | The Audit & Risk Management | All of the current members (including the Chair) of the Audit & Risk Management |
| Committee does not comprise | Committee may not be considered independent directors under the Council’s | |
| solely non‐executive directors, is | recommendations/guidelines. The position of each director as to whether or not they | |
| not made up of a majority of | are considered to be independent is set out below. The board believe that the members | |
| independent directors and may | of the Committee can and do make quality and independent judgements in the best | |
| not be chaired by an | interest of the Committee and other stakeholders notwithstanding that they may not | |
| independent director. | be considered independent directors under the Council’s recommendations/guidelines. |
Board
The Board has adopted a formal board charter that outlines the roles and responsibilities of directors and senior executives. The Board Charter has been made publicly available on the Company’s website.
The skills, experience and expertise relevant to the position of Director held by each Director on office at the date of the Annual Report is included in the Director’s Report. Corporate Governance Council Recommendation 2.1 requires a majority of the Board should be independent Directors. The Corporate Governance Council defines an independent director as a non‐executive director who is not a member of management and who is free of any business or other relationship that could materially interfere with – or could reasonably be perceived to materially interfere with – the independent exercise of their judgement.
In the context of director independence, “materiality” is considered from both the Company and the individual Director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal or less than 10% of the appropriate base amount. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount. Qualitative factors considered included whether a relationship is strategically important, the competitive landscape, the nature of the relationship and the
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
20
contractual or other arrangements governing it and other factors which point to the actual ability of the Director in question to shape the direction of the Company’s loyalty.
Factors that may impact on a director’s independence are considered each time the Board meets.
At the date of this report:
In accordance with the Council’s definition of independence above, and the materiality thresholds set, the following Directors may not be considered to be independent:
| Name | Position | Reason for non‐compliance |
|---|---|---|
| Ian Levy | Director‐Chairman | Mr Levy was appointed Chief Executive Officer of AusNiCo Pty Ltd on 11 |
| July 2007 which is 90% owned by D’Aguilar Gold Ltd. His appointment may | ||
| impact upon his actual or perceived independence as a Director of | ||
| D’Aguilar Gold Ltd. | ||
| Vincent Mascolo | Director | Mr Mascolo was appointed General Manager of Anduramba Molybdenum |
| Pty Ltd on 15 February 2008, which is 100% owned by D’Aguilar. His | ||
| appointment may impact upon his actual or perceived independence as a | ||
| Director of D’Aguilar Gold Ltd. |
In accordance with the Council’s definition of independence above, and the materiality thresholds set, the following directors are not considered to be independent:
| Name | Position | Reason for non‐compliance |
|---|---|---|
| Nicholas Mather | Managing Director | Mr Mather is employed by the Company in an executive capacity |
| Brian Moller | Non‐Executive Director | Mr Moller is a principal of a material professional advisor to the Company |
D’Aguilar Gold Ltd considers industry experience and specific expertise, as well as general corporate experience, to be important attributes of its board members. The directors noted above have been appointed to the board of D’Aguilar Gold Ltd due to their considerable industry and corporate experience.
There are procedures in place, agreed by the board, to enable directors, in furtherance of their duties, to seek independent professional advice at the Company’s expense.
The term in office held by each director in office at the date of this report is as follows:
| Name | Term in office |
|---|---|
| Nicholas Mather | 6 years, 11 months |
| Ian Levy | 4 years, 7 months |
| Brian Moller | 5 years, 1 month |
| Vincent Mascolo | 4 years, 7 months |
Trading Policy
The Board has adopted a policy and procedure on dealing in the Company’s securities by Directors, officers and employees which prohibits dealing in the Company’s securities when those persons possess inside information, until it has been released to the market and adequate time has passed for this to be reflected in the security’s prices, and during certain pre‐determined windows.
Remuneration and Nomination Committees
The board has established a Remuneration and Nomination Committee to:
-
Discharge the Board’s responsibilities in relation to remuneration of the Company’s executives; and
-
Determine the state of director nominees for election to the Board, to identify and recommend candidates to fill casual vacancies.
The Remuneration and Nomination Committee comprises Messrs Levy, Moller and Mascolo.
During the financial year there was no cause for the Remuneration and Nomination Committee to meet.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
21
Audit and Risk Management Committee
The Board has established an Audit and Risk Management Committee, which operates under a charter approved by the Board. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non‐financial considerations such as the benchmarking of operational key performance indicators. The Board has delegated the responsibility for the establishment and maintenance of a framework of internal control and ethical standards for the management of the consolidated entity to the Audit and Risk Management Committee.
The Committee also provides the board with additional assurance regarding the reliability of financial information for inclusion in the financial reports.
The Audit and Risk Management Committee comprises Messrs Mascolo (chairman of Audit and Risk Management Committee), Moller and Levy (appointed 2 July 2007).
For additional details of directors’ attendance at Board, Audit and Risk Management Committee and Remuneration and Nomination Committee meetings and to review the qualifications of the members of the committees, please refer to the Directors’ Report.
The Audit and Risk Management Committee and Remuneration and Nomination Committee Charters have been made publicly available on the Company’s website.
Recommendation 7.2 requires that the Board disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks. Business risks are considered regularly by the Board and management. A formal report as to the effectiveness of the management of the Company’s material business risks has not been provided to the Board and is not considered necessary for the size and nature of the Company’s current activities.
The Board has received assurances from the Managing Director and Chief Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that they system is operating effectively in all material respects in relation to financial reporting risks.
Performance Evaluation
The Remuneration and Nominations Committee considers remuneration and nomination issues annually and otherwise as required in conjunction with the regular meetings of the Board.
The performance of the board is considered at regular meetings of the Board. No formal performance evaluation of the directors was undertaken during the year ended 30 June 2008. The Board intends to undertake formal evaluations during the current financial year against both measurable and quantitative indicators aligned with the financial and non‐financial objectives of D’Aguilar Gold Limited.
Remuneration
It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality board and executive team by remunerating director and key executives fairly and appropriately with reference to relevant and employment market conditions. To assist in achieving this objective, the Board links the nature and amount of executive director’s and officer’s emoluments to the company’s financial and operations performance. The expected outcomes of the remuneration structure are:
-
Retention and Motivation of key executives
-
Attraction of quality management to the Company
-
Performance incentives which allow executives to share the rewards of the success of D’Aguilar Gold Limited
For details on the amount of remuneration and all monetary and non‐monetary components for each of the five highest paid (non‐ director) executives during the year, and for all directors, please refer to the Remuneration Report within the Directors’ Report. In relation to the payment of bonuses, options and other incentive payments, discretion is exercised by the board, having regard to the overall performance of D’Aguilar Gold Limited and the performance of the individual during the period.
There is no scheme to provide retirement benefits, other than statutory superannuation, to non‐executive directors.
The Board is responsible for determining and reviewing compensation arrangements for the directors themselves, subject to the Company’s constitution and prior shareholder approvals, and the executive team. As noted above, the Board has established a Remuneration and Nomination Committee.
Other Information
Further information relating to the Company’s corporate governance practices and policies has been made publicly available on the Company’s web site at: http://www.daguilar.com.au/corporate.html
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
22
Income Statement for the year ended 30 June 2008
| Note Economic Entity 2008 2007 $ $ |
Parent Entity |
|---|---|
| 2008 2007 |
|
| $ $ |
|
| Revenue Interest received 2 228,684 92,239 |
65,437 63,234 |
| Net gain from sale of plant and equipment 93,291 8,404 |
93,291 8,404 |
| Other revenue 243,422 9,260 |
243,070 9,170 |
| Profit on disposal of investment ‐ 1,091 |
‐ 1,091 |
| Total Revenue 565,397 110,994 |
401,798 81,899 |
| Expenses Finance costs 3 (202,500) (85,000) |
(52,500) (60,000) |
| Employee benefits expenses (1,575,637) (397,701) |
(672,930) (397,701) |
| Depreciation and amortisation expenses (122,939) (63,550) |
(64,047) (55,462) |
| Legal expenses (102,847) (186,543) |
(55,077) (169,789) |
| Administration and consulting expenses (1,096,835) (642,143) |
(39,565) (638,710) |
| Other expenses (646,346) (3,034,564) |
(432,143) (2,420,536) |
| Debt forgiveness ‐ ‐ |
(202,252) (2,210,821) |
| Fair value movement of financial assets at fair value through profit or loss (84,187) (186,785) |
(84,187) (186,785) |
| Total Expenses (3,831,291) (4,596,286) |
(1,602,701) (6,139,804) |
| Profit/(loss) before income tax expense (3,265,894) (4,485,292) |
(1,200,903) (6,057,905) |
| Income tax expense 4 ‐ ‐ |
‐ ‐ |
| Profit / (loss) for the year (3,265,894) (4,485,292) |
(1,200,903) (6,057,905) |
| Profit / (loss) attributable to minority equity interest (196,490) 1,938 |
‐ ‐ |
| Profit / (loss) attributable to members of the parent entity (3,069,404) (4,487,230) |
(1,200,903) (6,057,905) |
| Overall Operations Cents Cents Basic Earnings Per Share Diluted Earnings Per Share 8 8 (0.0218) (0.0218) (0.0385) (0.0385) |
The Income Statement should be read in conjunction with the Notes to the Financial Statements.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
23
Balance Sheet as at 30 June 2008
| Note Economic Entity |
Note Economic Entity |
Parent Entity | Parent Entity |
|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 |
| $ | $ | $ | $ |
| CURRENT ASSETS Cash and cash equivalents 9 3,077,052 5,634,248 461,073 342,055 |
|||
| Trade and other receivables 10 215,382 743,236 174,859 112,835 |
|||
| Financial assets 11 334,420 183,970 334,420 183,970 |
|||
| Other current assets 16 234,193 26,249 26,442 26,249 |
|||
| Total Current Assets 3,861,047 6,587,703 996,794 665,109 |
|||
| NON‐CURRENT ASSETS Trade and other receivables 10 91,427 16,566 2,410,557 1,532,804 |
|||
| Investments in subsidiaries 12 ‐ ‐ 204,309 204,308 |
|||
| Property, plant and equipment 14 635,554 184,609 517,003 173,064 |
|||
| Exploration and evaluation expenditure 15 8,830,170 5,317,946 2,194,569 1,934,239 |
|||
| Other non‐current assets 16 678,588 564,950 481,972 488,224 |
|||
| Total Non‐Current Assets 10,235,739 6,084,071 5,808,410 4,332,639 TOTAL ASSETS 14,096,786 12,671,774 6,805,204 4,997,748 |
|||
| CURRENT LIABILITIES Trade and other payables 17 790,664 446,189 191,708 313,920 |
|||
| Interest bearing liabilities 18 1,716,521 41,980 29,845 41,980 |
|||
| Total Current Liabilities 2,507,185 488,169 221,553 355,900 |
|||
| NON‐CURRENT LIABILITIES Interest bearing liabilities 18 52,177 1,501,409 9,064 38,909 |
|||
| Provisions 19 600,000 600,000 600,000 600,000 |
|||
| Total Non‐Current Liabilities 652,177 2,101,409 609,064 638,909 |
|||
| TOTAL LIABILITIES 3,159,362 2,589,578 830,617 994,809 |
|||
| NET ASSETS 10,937,424 10,082,196 5,974,587 4,002,939 |
|||
| EQUITY Issued capital 20 19,384,814 16,351,081 15,309,719 12,790,233 |
|||
| Reserves 21 1,765,753 792,033 1,445,098 792,033 |
|||
| Accumulated losses 22 (11,081,412) (8,012,008) (10,780,230) (9,579,327) |
|||
| Parent equity interest 10,069,155 9,131,106 5,974,587 4,002,939 |
|||
| Minority equity interest 868,269 951,090 ‐ ‐ |
|||
| TOTAL EQUITY 10,937,424 10,082,196 5,974,587 4,002,939 |
The Balance Sheet should be read in conjunction with the Notes to the Financial Statements.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
24
Statement of Changes in Equity for the year ended 30 June 2008
Economic Entity
| Issued Capital | Accumulated Losses |
Reserves | Minority Equity Interests |
Minority Equity Interests |
Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | ||
| Balance at 1 July2006 | 9,158,658 | (3,524,778) | 715,343 | ‐ | 6,349,223 | |
| Issue of shares and options | 3,298,751 | ‐ | ‐ | ‐ | 3,298,751 | |
| Issue of shares and options to minority | 3,660,848 | ‐ | ‐ | 949,152 | 4,610,000 | |
| shareholders(in subsidiaries) | ||||||
| Share issue costs | (112,080) | ‐ | ‐ | ‐ | (112,080) | |
| Share issue costs to minority shareholders (in | (100,000) | ‐ | ‐ | ‐ | (100,000) | |
| subsidiaries) | ||||||
| Issue of executive options | ‐ | ‐ | 76,690 | ‐ | 76,690 | |
| Options exercised | 444,904 | ‐ | ‐ | ‐ | 444,904 | |
| Profit/(loss) attributable to members of parent | ‐ | (4,487,230) | ‐ | ‐ | (4,487,230) | |
| entity | ||||||
| Profit attributable to minorityshareholders | ‐ | ‐ | ‐ | 1,938 | 1,938 | |
| Balance at 30 June 2007 | 16,351,081 | (8,012,008) | 792,033 | 951,090 | 10,082,196 | |
| Issue of shares and options | 2,473,000 | ‐ | ‐ | ‐ | 2,473,000 | |
| Issue of shares and options to minority | 646,074 | ‐ | 290,255 | 113,669 | 1,049,998 | |
| shareholders(in subsidiaries) | ||||||
| Share issue costs | (108,660) | ‐ | ‐ | ‐ | (108,660) | |
| Share issue costs to minority shareholders (in | (131,827) | ‐ | 30,400 | ‐ | (101,427) | |
| subsidiaries) | ||||||
| Issue of executive options | ‐ | ‐ | 653,065 | ‐ | 653,065 | |
| Options exercised | 155,146 | ‐ | ‐ | ‐ | 155,146 | |
| Profit/(loss) attributable to members of parent | ‐ | (3,069,404) | ‐ | ‐ | (3,069,404) | |
| entity | ||||||
| Profit attributable to minorityshareholders | ‐ | ‐ | ‐ | (196,490) | (196,490) | |
| Balance at 30 June 2008 | 19,384,814 | (11,081,412) | 1,765,753 | 868,269 | 10,937,424 |
Parent Entity
| Issued Capital | Accumulated Losses |
Reserves | Minority Equity Interests |
Total |
|
|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | |
| Balance at 1 July2006 | 9,158,658 | (3,521,422) | 715,343 | ‐ | 6,352,579 |
| Issue of shares and options | 3,298,751 | ‐ | ‐ | ‐ | 3,298,751 |
| Share issue costs | (112,080) | ‐ | ‐ | ‐ | (112,080) |
| Issue of executive options | ‐ | ‐ | 76,690 | ‐ | 76,690 |
| Options exercised | 444,904 | ‐ | ‐ | ‐ | 444,904 |
| Profit/(loss)for theyear | ‐ | (6,057,905) | ‐ | ‐ | (6,057,905) |
| Balance at 30 June 2007 | 12,790,233 | (9,579,327) | 792,033 | ‐ | 4,002,939 |
| Issue of shares and options | 2,473,000 | ‐ | ‐ | ‐ | 2,473,000 |
| Share issue costs | (108,660) | ‐ | ‐ | ‐ | (108,660) |
| Issue of executive options | ‐ | ‐ | 653,065 | ‐ | 653,065 |
| Options exercised | 155,146 | ‐ | ‐ | ‐ | 155,146 |
| Profit/(loss)for theyear | ‐ | (1,200,903) | ‐ | ‐ | (1,200,903) |
| Balance at 30 June 2008 | 15,309,719 | (10,780,230) | 1,445,098 | ‐ | 5,974,587 |
The Statement of Changes in Equity should be read in conjunction with the Notes to the Financial Statements.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
25
Cash Flow Statement for the year ended 30 June 2008
| Note Economic Entity 2008 2007 $ $ |
Note Economic Entity 2008 2007 $ $ |
Parent Entity | Parent Entity |
|---|---|---|---|
| 2007 | 2008 | 2007 | |
| $ | $ | $ | |
| Inflows/ (Outflows) Inflows/ (Outflows) Inflows/ (Outflows) Inflows/ (Outflows) |
|||
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 8,093 2,935 7,741 3,063 |
|||
| Payments to suppliers and employees (1,627,032) (1,295,932) (1,392,946) (1,249,234) |
|||
| Interest received 228,684 92,239 65,437 63,234 |
|||
| Interest and other costs of finance paid (61,501) (85,000) (60,000) (60,000) |
|||
| Net cash used in operating activities 28(a) (1,451,756) (1,285,758) (1,379,768) (1,242,937) |
|||
| CASH FLOWS FROM INVESTING ACTIVITIES Security deposit (payments) / refunds (20,124) (32,500) (68,609) 5,611 |
|||
| Proceeds from sale of property, plant and equipment 93,291 8,404 93,291 8,404 |
|||
| Payments for property, plant and equipment (303,555) (74,288) (182,657) (62,155) |
|||
| Exploration and evaluation expenditure (3,997,504) (2,561,122) (586,104) (2,568,073) |
|||
| Proceeds from sale of investments ‐ 1,091 ‐ 1,091 |
|||
| Payments for investments (234,639) ‐ (234,639) ‐ |
|||
| Net cash used in investing activities (4,462,531) (2,658,415) (978,718) (2,615,122) |
|||
| CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of securities 2,628,148 3,719,904 2,628,146 3,719,904 |
|||
| Proceeds from issue of securities in subsidiaries to outside equity interests 1,049,998 4,020,000 ‐ ‐ |
|||
| Capital raising expenses (360,364) (188,329) (108,662) (88,329) |
|||
| Proceeds from borrowings 90,887 44,759 ‐ 44,759 |
|||
| Repayment of borrowings (51,578) (28,062) (41,980) (28,062) |
|||
| Proceeds from issue of convertible note ‐ 1,500,000 ‐ ‐ |
|||
| Payments relating to issue of convertible note ‐ (45,000) ‐ ‐ |
|||
| Net cash provided by financing activities 3,357,091 9,023,272 2,477,504 3,648,272 |
|||
| Net increase/(decrease) in cash held (2,557,196) 5,079,099 119,018 (209,787) |
|||
| Cash at the beginningof the financialyear 5,634,248 555,149 342,055 551,842 |
|||
| Cash at the end of the financial year 9 3,077,052 5,634,248 461,073 342,055 |
The Cash Flow Statement should be read in conjunction with the Notes to the Financial Statements.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
26
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
This financial report covers the economic entity of D’Aguilar Gold Ltd and controlled entities, and D’Aguilar Gold Ltd as an individual parent entity. D’Aguilar Gold Ltd is a listed public company, incorporated and domiciled in Australia.
The financial report of D’Aguilar Gold Ltd and controlled entities, and D’Aguilar Gold Ltd as an individual parent entity comply with all Australian Accounting Standards (IFRS) in their entirety.
The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
Basis of preparation
Going concern
The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The ability of the Economic Entity to continue and adopt the going concern assumption will depend upon a number of matters including the successful raising in the future of necessary funding and successful exploitation of exploration expenditure.
Reporting basis and conventions
The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non‐current assets, and financial assets and financial liabilities for which the fair value basis of accounting has been applied.
Accounting policies
(a) Principles of consolidation
A controlled entity is any entity D’Aguilar Gold Ltd has the power to control the financial and operating policies so as to obtain benefits from its activities.
A list of controlled entities is contained in Note 13 to the financial statements. All controlled entities have a 30 June financial year‐end.
All inter‐company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.
Where controlled entities have entered or left the economic entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.
(b) Revenue Recognition
Revenue is recognised at the fair value of consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. The following specific recognition criteria must also be met before revenue is recognised:
Interest
Revenue is recognised as interest accrues using the effective interest method. The effective interest method uses the effective interest rate which is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial asset.
(c) 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.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
27
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(c) Income Tax (continued)
Deferred tax is accounted for using the balance sheet 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.
Deferred tax is calculated at the tax rates expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement 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 tax profits will be available against which deductible temporary differences can be utilised.
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 economic 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.
D’Aguilar Gold Ltd and its wholly‐owned Australian subsidiaries have formed an income tax consolidated group under the Tax Consolidation Regime. D’Aguilar Gold Ltd will responsible for recognising the current and deferred tax assets and liabilities for the tax consolidation group.
The head entity, in conjunction with the other members of the tax‐consolidated group, have entered into a tax funding arrangement which sets out the funding obligations of the tax‐consolidated group in respect of tax amounts. Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities.
The head entity, in conjunction with the other members of the tax‐consolidated group, have entered a tax sharing agreement which provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the tax sharing agreement is considered remote.
(d) Impairment of Assets
At each reporting date, the economic 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 net fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.
Where it is not possible to estimate recoverable amount for an individual asset, the economic entity estimates the recoverable amount of the cash‐generating unit to which the asset belongs.
(e) Cash and Cash Equivalents
For the purposes of the Cash Flow Statement, cash and cash equivalents includes cash on hand and at bank, deposits held at call with financial institutions, other short term, highly liquid investments with maturities of three months or less, that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts.
(f) Financial Instruments
Recognition and initial measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Financial instruments are initially measured at fair value plus transaction costs there the instrument is not classified as fair value through profit or loss. Transaction costs related to instruments classified as fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
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Notes to the Financial Statements for the year ended 30 June 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(f) Financial Instruments (continued)
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non‐cash assets or liabilities assumed, is recognised in the profit or loss.
Classification and subsequent measurement
-
(i) Financial assets at fair value through profit or loss
-
Financial asset classified at fair value through profit or loss comprise investments in listed entities. After initial recognition, these investments are measured at fair value with realised and unrealised gains and losses arising from changes in fair value included in profit or loss in the period in which they arise. The fair value of quoted investments are determined by reference to Stock Exchange quoted market bid prices at the close of business on the balance sheet date.
-
(ii) Loans and receivables
Loan and receivables are non‐derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.
- (iii) Financial liabilities
Non‐derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value of all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.
Impairment of financial assets
At each reporting date the economic entity assesses whether there is objective evidence that a financial instrument has been impaired. In the case of financial asset classified at fair value through profit or loss, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement.
(g) Investments in Subsidiaries
Investments are brought to account on the costs basis. The carrying amount of investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the shares’ current market value or the underlying net assets in the particular entities. The expected net cash flow from investments has not been discounted to their present value in determining the recoverable amounts, except where stated.
(h) Property, Plant and Equipment
Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses.
Property
Freehold land and buildings are shown at their fair value (being the amount for which an asset could be exchanged between knowledgeable willing parties in an arm’s length transaction), based on periodic, but at least triennial, valuations by external independent valuers, less subsequent depreciation for buildings.
Increases in the carrying amount arising on revaluation of land and buildings are credited to a revaluation reserve in equity. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity; all other deceases are charged to the income statement. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to the income statement and depreciation based on the asset’s original cost is transferred from the revaluation reserve to retained earnings. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
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Notes to the Financial Statements for the year ended 30 June 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(h) Plant and Equipment (continued)
Plant and equipment
Plant and equipment are measured on the cost basis less depreciation and impairment losses.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.
The cost of fixed assets constructed within the economic entity includes the cost of materials, direct labour, borrowing costs and an appropriate portion of fixed and variable costs. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the economic entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Depreciation
The depreciable amount of all fixed assets is depreciated over their useful life to the Company commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of assets are:
| Class of Fixed Assets | Depreciation Rate |
|---|---|
| Freehold building | 2.5% Prime Cost |
| Plant and equipment | 10% ‐ 35% Prime Cost |
| Site Infrastructure | 10% ‐ 25% Prime Cost |
| Leased Plant & Equipment | 33% Prime Cost |
| Computers and Office Equipment | 33% Prime Cost |
| Furniture and Fittings | 20% Prime Cost |
(i) Exploration and development expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing.
A provision is raised against exploration and evaluation expenditure where the Directors are of the opinion that the carried forward net cost may not be recoverable or the right of tenure in the area lapses. The increase in the provision is charged against the results for the year. 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.
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 has been undertaken on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
Costs of site restoration are provided over the life of the facility from when exploration commences and are included in the costs of that stage. Site restoration costs include the dismantling and removal of mining plant, equipment and building structure, waste removal, and rehabilitation of the site in accordance with clauses of mining permits. Such costs have been determined using estimates of future costs, current legal requirements and technology on an undiscounted basis.
Any changes in the estimates for the costs are accounted on a prospective basis. In determining the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration due to community expectations and future legislation. Accordingly the costs have been determined on the basis that restoration will be completed within one year of abandoning the site.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
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Notes to the Financial Statements for the year ended 30 June 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(j) Leases
Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that is transferred to entities in the economic entity, are classified as finance leases.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.
Leased assets are depreciated on a straight‐line basis over the shorter of their estimated useful lives or the lease term.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.
Lease incentives under operating leases are recognised as a liability and amortised on a straight‐line basis over the life of the lease term.
(k) Trade and Other Payables
Trade and other payables represent liabilities for goods and services provided to the economic entity prior to the year end and which are unpaid. These amounts are unsecured and have 30‐60 day payment terms.
(l) Employee benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on‐costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
Equity settled compensation
The economic entity issues share‐based compensation in the form of unlisted options. The bonus element over the exercise price of the employee services rendered in exchange for the grant of shares and options is recognised as an expense in the income statement. The total amount to be expensed over the vesting period is determined by reference to the fair value of the shares and options granted.
(m) Provisions
Provisions are recognised when the economic entity has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
(n) Share Capital
Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.
(o) Subsidiary Equity Issue
Where a subsidiary makes a new issue of capital subscribed by outside equity interests the parent company may make a gain or loss due to dilution of outside equity interests. These gains or losses are recognised in equity attributed to the parent company.
(p) Share‐Based Payments
The economic entity provides benefits to employees of the economic entity in the form of share‐based payment transactions, whereby employees render services in exchange for shares or options over shares ("equity‐settled transactions").
The fair value of options granted to employees and consultants are recognised as an employee benefit expense with a corresponding increase in equity (share option reserve). The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options. Fair value is determined by an independent valuator using a Black‐Scholes option pricing model. In determining fair value, no account is taken of any performance conditions other than those related to the share price of D’Aguilar Gold Ltd ("market conditions").
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
31
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(p) Share‐Based Payments (continued)
The cumulative expense recognised between grant date and vesting date is adjusted to reflect the directors’ best estimate of the number of options that will ultimately vest because of internal conditions of the options, such as the employees having to remain with the company until vesting date, or such that employees are required to meet internal sales targets. No expense is recognised for options that do not ultimately vest because internal conditions were not met. An expense is still recognised for options that do not ultimately vest because a market condition was not met.
Where the terms of options are modified, the expense continues to be recognised from grant date to vesting date as if the terms had never been changed. In addition, at the date of the modification, a further expense is recognised for any increase in fair value of the transaction as a result of the change.
Where options are cancelled, they are treated as if vesting occurred on cancellation and any unrecognised expenses are taken immediately to the income statement. However, if new options are substituted for the cancelled options and designated as a replacement on grant date, the combined impact of the cancellation and replacement options are treated as if they were a modification.
(q) Earnings per Share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to members of D’Aguilar Gold Ltd by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares during the year.
Diluted earnings per share
Earnings used to calculate diluted earnings per share are calculated by adjusting the basic earnings by the after‐tax effect of dividends and interest associated with dilutive potential ordinary shares. The weighted average number of shares used is adjusted for the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(r) GST
Revenues, expenses are recognised net of GST except where GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item.
Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.
Cash flows are included in the cash flow statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
(s) Comparative figures
When required by Australian Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
(t) Accounting Standards issued but not yet effective
At the date of authorisation of the financial report, certain Standards and Interpretations were on issue but not yet effective. These Standards and Interpretations have not been adopted in the preparation of the financial report for 30 June 2008.
The company expects to first apply these Standards and Interpretations in the financial report of the company relating to the annual reporting period beginning after the effective date of each pronouncement.
The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material financial impact on the financial statements of the company.
(u) Approval of financial statements
The Financial Statements were approved by the Board of Directors of D’Aguilar Gold Ltd on 30 September 2008.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
32
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Critical accounting estimates and judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the economic entity.
Key estimates – share‐based payments
The economic entity uses estimated to determine the fair value of equity instruments issued to directors, executives and employees. Further detail of estimates used in determining the value of share‐based payments is included in Note 25.
Key estimates – impairment
The economic entity assesses impairment at each reporting date by evaluating conditions specific to the economic entity that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Value‐in‐use calculations performed in assessing recoverable amounts incorporate a number of key estimates. No assets are considered impaired at year end.
Key judgements – exploration & evaluation expenditure
The economic entity performs regular reviews on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
These reviews are based on detailed surveys and analysis of drilling results performed to balance date.
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | ||
|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | ||
| $ | $ | $ | $ | ||
| NOTE 2 REVENUE | |||||
| Operating activities | |||||
| ‐ interest received | 2(a) | 228,684 |
92,239 | 65,437 |
63,234 |
| ‐ other revenue | 336,713 | 18,755 | 336,361 |
18,665 | |
| Total revenue | 565,397 | 110,994 | 401,798 |
81,899 | |
| (a) Interest revenue from: | |||||
| ‐ partly owned subsidiaries | ‐ | ‐ | 871 |
3,408 | |
| ‐ cash at bank | 228,684 | 92,239 | 64,566 |
59,826 | |
| Total interest revenue | 228,684 | 92,239 | 65,437 |
63,234 | |
| NOTE 3 PROFIT/(LOSS) | |||||
| Profit/(loss) before income tax expense has been determined after: | |||||
| Expenses | |||||
| Finance costs: external | 150,000 | 25,000 | ‐ |
‐ | |
| Finance costs: related entities | 52,500 | 60,000 | 52,500 |
60,000 | |
| Total finance costs | 202,500 | 85,000 | 52,500 |
60,000 | |
| Rental expenses on operating leases | |||||
| ‐ minimum lease payments | 61,159 | 28,987 | 61,159 |
28,987 | |
| Write off of capitalised exploration | 442,418 | 2,987,961 | 271,722 |
2,385,489 | |
| Share based payments (options) | 623,365 | 76,690 | 623,365 |
76,690 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
33
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | |
| NOTE 4 INCOME TAX | ||||
| The prima facie income tax on loss is reconciled to | ||||
| the income tax provided in the financial | ||||
| statements as follows: | ||||
| The prima facie income tax benefit (30%) | ||||
| on loss before income tax | (979,768) | (1,345,588) | (360,271) | (1,817,371) |
| Tax effect of permanent differences | 169,139 | 7,887 | 170,240 | 7,887 |
| Other non‐allowable items | ||||
| Deferred tax liability not recognised | (1,053,667) | 71,910 | (78,099) | 824,245 |
| Deferred tax asset not brought to account | ||||
| ‐ temporary difference | (30,843) | 125,773 | (17,550) | 118,273 |
| ‐ tax losses | 1,895,140 | 1,140,018 | 285,679 | 866,966 |
| Income tax expense | ‐ | ‐ | ‐ | ‐ |
| Deferred tax asset reconciliation: | ||||
| Temporary differences | 1,409,666 | 1,376,510 | 1,343,990 | 1,318,990 |
| Tax losses | 23,256,884 | 17,892,017 | 9,111,168 | 8,836,404 |
| Total | 24,666,550 | 19,268,527 | 10,455,158 | 10,155,394 |
| Total (@ 30%) | 7,399,965 | 5,780,558 | 3,136,547 | 3,046,648 |
| Accumulated tax losses not recognised | ||||
| due to lack of high probability | 23,256,884 | 17,892,017 | 9,111,168 | 8,836,404 |
| Deferred tax liability not recognised due to | ||||
| lack of high probability (@ 30%) | 2,633,799 | 643,118 | 1,580,132 | 565,020 |
There are no franking credits available to shareholders of the Company.
NOTE 5 DIRECTORS’ AND EXECUTIVES’ REMUNERATION
(a) Names and positions held of Key Management Personnel in office at any time during the financial year are:
Directors Christopher Rawlings Chairman (Non‐Executive) (resigned 2 July 2007) Nicholas Mather Managing Director Ian Levy Director (Non‐Executive) Brian Moller Director (Non‐Executive) Vincent Mascolo Director (Non‐Executive) Senior Management Greg Runge General Manager Duncan Cornish Company Secretary and Chief Financial Officer John Roiko Geologist Robyn Grayson Geologist Neil Wilkins Exploration Manager
Key management personnel remuneration has been included in the Remuneration Report section of the Directors Report.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
34
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 5 DIRECTORS’ AND EXECUTIVES’ REMUNERATION (continued)
- (b) Shareholdings of Key Management Personnel
| Balance | Granted as | Options | Net Change | Balance | ||
|---|---|---|---|---|---|---|
| 1 July 2007 | Compensation | Exercised | Other | 30 June 2008 | ||
| Directors | ||||||
| Christopher Rawlings | 1,698,501 | ‐ | ‐ | ‐ | 1,698,501 | |
| Nicholas Mather | 5,819,238 | ‐ | ‐ | 408,189 | 6,227,427 | |
| Ian Levy | 490,987 | ‐ | ‐ | 22,727 | 513,714 | |
| Brian Moller | 991,667 | ‐ | ‐ | 22,727 | 1,014,394 | |
| Vincent Mascolo | 1,697,711 | ‐ | ‐ | 22,727 | 1,720,438 | |
| Senior Management | ||||||
| Greg Runge | 540,000 | ‐ | ‐ | 59,090 | 599,090 | |
| Duncan Cornish | 1,335,000 | ‐ | ‐ | 160,769 | 1,495,769 | |
| John Roiko | ‐ | ‐ | ‐ | ‐ | ‐ | |
| Robyn Grayson | 200,000 | ‐ | ‐ | (200,000) | ‐ | |
| Neil Wilkins | 790,000 | ‐ | 300,000 | 295,454 | 1,385,454 | |
| Total | 13,563,104 | ‐ | 300,000 | 791,683 | 14,654,797 | |
| Balance | Granted as | Options | Net Change | Balance | ||
| 1 July 2006 | Compensation | Exercised | Other | 30 June 2007 | ||
| Directors | ||||||
| Christopher Rawlings | 1,338,501 | ‐ | ‐ | 360,000 | 1,698,501 | |
| Nicholas Mather | 4,835,101 | ‐ | ‐ | 984,137 | 5,819,238 | |
| Ian Levy | 390,987 | ‐ | ‐ | 100,000 | 490,987 | |
| Brian Moller | 791,667 | ‐ | ‐ | 200,000 | 991,667 | |
| Vincent Mascolo | 1,597,711 | ‐ | ‐ | 100,000 | 1,697,711 | |
| Senior Management | ||||||
| Greg Runge | ‐ | ‐ | ‐ | 540,000 | 540,000 | |
| Duncan Cornish | 300,000 | ‐ | ‐ | 1,035,000 | 1,335,000 | |
| John Roiko | ‐ | ‐ | ‐ | ‐ | ‐ | |
| Robyn Grayson | ‐ | ‐ | 350,000 | (150,000) | 200,000 | |
| Neil Wilkins | 370,000 | ‐ | ‐ | 420,000 | 790,000 | |
| Total | 9,623,967 | ‐ | 350,000 | 3,589,137 | 13,563,104 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
35
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 5 DIRECTORS’ AND EXECUTIVES’ REMUNERATION (continued)
(c) Option holdings of Key Management Personnel
| Balance 1 July 2007 Granted as Remuneration Options Exercised Net Change Other |
Balance 30 June 2008 Total Vested Total Exercisable Total Unexercisable |
|---|---|
| Directors Christopher Rawlings 120,000 ‐ ‐ ‐ |
120,000 120,000 120,000 ‐ |
| Nicholas Mather 35,648 2,000,000 ‐ ‐ |
2,035,648 2,035,648 2,035,648 ‐ |
| Ian Levy 11,882 500,000 ‐ ‐ |
511,882 511,882 511,882 ‐ |
| Brian Moller ‐ 500,000 ‐ ‐ |
500,000 500,000 500,000 ‐ |
| Vincent Mascolo ‐ 500,000 ‐ ‐ |
500,000 500,000 500,000 ‐ |
| Senior Management Greg Runge 1,000,000 ‐ ‐ ‐ |
1,000,000 1,000,000 1,000,000 ‐ |
| Duncan Cornish 528,991 500,000 ‐ ‐ |
1,028,991 1,028,991 1,028,991 ‐ |
| John Roiko 300,000 ‐ ‐ ‐ |
300,000 300,000 300,000 ‐ |
| Robyn Grayson ‐ ‐ ‐ ‐ |
‐ ‐ ‐ ‐ |
| Neil Wilkins 300,000 ‐ (300,000) ‐ |
‐ ‐ ‐ ‐ |
| Total 2,296,521 4,000,000 (300,000) ‐ |
5,996,521 5,996,521 5,996,521 ‐ |
| Balance 1 July 2006 Granted as Remuneration Options Exercised Net Change Other |
Balance 30 June 2007 Total Vested Total Exercisable Total Unexercisable |
| Directors Christopher Rawlings 120,000 ‐ ‐ ‐ |
120,000 120,000 120,000 ‐ |
| Nicholas Mather 35,648 ‐ ‐ ‐ |
35,648 35,648 35,648 ‐ |
| Ian Levy 11,882 ‐ ‐ ‐ |
11,882 11,882 11,882 ‐ |
| Brian Moller ‐ ‐ ‐ ‐ |
‐ ‐ ‐ ‐ |
| Vincent Mascolo ‐ ‐ ‐ ‐ |
‐ ‐ ‐ ‐ |
| Senior Management Greg Runge 1,000,000 ‐ ‐ ‐ |
1,000,000 1,000,000 1,000,000 ‐ |
| Duncan Cornish 528,991 ‐ ‐ ‐ |
528,991 528,991 528,991 ‐ |
| John Roiko ‐ 300,000 ‐ ‐ |
300,000 300,000 300,000 ‐ |
| Robyn Grayson 350,000 ‐ (350,000) ‐ |
‐ ‐ ‐ ‐ |
| Neil Wilkins 300,000 ‐ ‐ ‐ |
300,000 300,000 300,000 ‐ |
| Total 2,346,521 300,000 (350,000) ‐ |
2,296,521 2,296,521 2,296,521 ‐ |
(d) Loans to Key Management Personnel
There were no loans to Key Management Personnel during the year.
(e) Other transactions with Key Management Personnel
Other transactions with Key Management Personnel are set out in Note 26. There were no other transactions or balances with Key Management Personnel during the year.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
36
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | |
| NOTE 6 AUDITORS’ REMUNERATION | ||||
| Audit/review of the financial report | ||||
| of any entity in the group | 56,655 | 30,453 |
54,155 |
30,453 |
| Other services | 32,605 | 9,390 |
23,105 |
9,390 |
| 89,260 | 39,843 |
77,260 |
39,843 |
NOTE 7 DIVIDENDS & FRANKING CREDITS
There were no dividends paid or recommended during the financial year.
There were no franking credits available to the shareholders of the Company.
| 2008 | 2007 | |
|---|---|---|
| $ | $ | |
| NOTE 8 EARNINGS PER SHARE | ||
| (a) Reconciliation of Earnings to Loss | ||
| Loss | (3,265,894) | (4,485,292) |
| Profit / (loss) attributed to minority | ||
| equity interest | (196,490) | 1,938 |
| Earnings used to calculate basic and | ||
| dilutive | (3,069,404) | (4,487,230) |
| 2008 | 2007 | |
| Number | Number | |
| (b) Weighted average number of ordinary | ||
| shares outstanding during the year | 140,716,540 | 116,595,592 |
| Weighted average number of options | ||
| outstanding | ‐ | ‐ |
| Weighted average number of ordinary | ||
| shares outstanding during the year used | ||
| in calculating dilutive EPS | 140,716,540 | 116,595,592 |
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | |
| NOTE 9 CASH & CASH EQUIVALENTS | ||||
| Cash on hand and at bank | 3,077,052 | 5,634,248 | 461,073 |
342,055 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
37
Notes to the Financial Statements for the year ended 30 June 2008
| Economic | Entity | Parent | Entity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |||||||
| $ | $ | $ | $ | |||||||
| NOTE 10 TRADE AND OTHER RECEIVABLES | ||||||||||
| CURRENT | ||||||||||
| Trade receivables | 74,675 | 35,423 | 174,859 | 35,423 | ||||||
| Other receivables | ‐ | 590,000 | ‐ | ‐ | ||||||
| GST receivable | 140,707 | 117,813 | ‐ | 77,412 | ||||||
| 215,382 | 743,236 | 174,859 | 112,835 | |||||||
| NON‐CURRENT | ||||||||||
| Amounts receivable from: | ||||||||||
| - wholly‐owned subsidiaries | ‐ | ‐ | 2,319,130 | 1,350,386 | ||||||
| - partly‐owned subsidiaries | ‐ | ‐ | ‐ | 165,852 | ||||||
| Other receivables | 91,427 | 16,566 | 91,427 | 16,566 | ||||||
| 91,427 | 16,566 | 2,410,557 | 1,532,804 | |||||||
| The ability of the parent entity to recover | amounts receivable from subsidiary companies | is dependent on the ability of the | ||||||||
| subsidiary company to raise capital and / | or successfully exploit its exploration tenements. | |||||||||
| Age analysis of trade receivables that are | past due | but not impaired at the reporting date: | ||||||||
| 2008 | 2007 | |||||||||
| Total | Amount Impaired |
Amount not impaired Total |
Amount Impaired |
Amount not impaired |
||||||
| $ | $ | $ | $ | $ | $ | |||||
| Economic Entity | ||||||||||
| Not past due | 45,274 | ‐ | 45,274 |
2,059 | ‐ |
2,059 |
||||
| Past due 30 days | ‐ | ‐ | ‐ | ‐ | ‐ |
‐ |
||||
| Past due 30‐45 days | ‐ | ‐ | ‐ |
15,886 | ‐ |
15,886 |
||||
| Past due 45‐60 days | 8,638 | ‐ | 8,638 |
11,622 | ‐ |
11,622 |
||||
| Past due >60 days | 20,763 | ‐ | 20,763 |
5,856 | ‐ |
5,856 |
||||
| Total | 74,675 | ‐ | 74,675 |
35,423 | ‐ |
35,423 |
||||
| Parent | ||||||||||
| Not past due | 145,458 | ‐ | 145,458 |
2,059 | ‐ |
2,059 |
||||
| Past due 30 days | ‐ | ‐ | ‐ | ‐ | ‐ |
‐ |
||||
| Past due 30‐45 days | ‐ | ‐ | ‐ |
15,886 | ‐ |
15,886 |
||||
| Past due 45‐60 days | 8,638 | ‐ | 8,638 |
11,622 | ‐ |
11,622 |
||||
| Past due >60 days | 20,763 | ‐ | 20,763 |
5,856 | ‐ |
5,856 |
||||
| Total | 174,859 | ‐ | 174,859 |
35,423 | ‐ |
35,423 |
All receivables that are neither past due or impaired are with long standing clients who have a good credit history with the entity.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
38
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | ||
|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | ||
| $ | $ | $ | $ | ||
| NOTE 11 FINANCIAL ASSETS | |||||
| Financial assets at fair value through profit or loss |
334,420 | 183,970 | 334,420 |
183,970 |
|
| a. Financial assets at fair value through | |||||
| profit or loss comprise: | |||||
| Listed investments, at fair value | |||||
| ‐ shares in listed corporations | 334,420 | 183,970 | 334,420 |
183,970 |
Financial assets at fair value through profit or loss comprise an investment in the ordinary issued capital of Solomon Gold plc, listed on the London Stock Exchanges Alternative Investment Market (“AIM”).
NOTE 12 INVESTMENT IN SUBSIDIARIES
| Shares in controlled entities | ||||
|---|---|---|---|---|
| ‐ unlisted at cost (Note 13) | ‐ | ‐ | 204,309 | 204,308 |
NOTE 13 CONTROLLED ENTITIES
| Country of Incorporation Percentage Owned (%) 2008 2007* |
|
|---|---|
| (a) Controlled entities consolidated Parent entity: D’Aguilar Gold Ltd Australia |
|
| Subsidiaries of D’Aguilar Gold Ltd: Navaho Mining Pty Ltd Australia 100% 100% |
|
| Mt Isa Metals Ltd Australia 72.73% 81.63% |
|
| Anduramba Molybdenum Pty Ltd Australia 100% 100% |
|
| Eastern Uranium Pty Ltd Australia 86.21% 86.21% |
|
| AusNiCo Pty Ltd Australia 90% 90% |
|
| Central Minerals Pty Ltd Australia 100% 100% |
|
| Ridge Exploration Pty Ltd Australia 100% 0% |
- percentage of voting power is in proportion to ownership
(b) Acquisition of controlled entities
On 24 August 2007, D’Aguilar Gold Ltd formed Ridge Exploration Pty Ltd, a 100% owned subsidiary.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
39
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | |
| NOTE 14 PROPERTY, PLANT AND EQUIPMENT | ||||
| Land | ||||
| At Cost | 385,000 | ‐ | 385,000 | ‐ |
| Freehold Building | ||||
| At cost | 54,535 | 54,535 | 54,535 | 54,535 |
| Accumulated depreciation | (18,152) | (16,789) | (18,152) | (16,789) |
| 36,383 | 37,746 | 36,383 | 37,746 |
|
| Plant and Equipment | ||||
| At cost | 322,424 | 1,867,044 | 282,873 | 1,854,911 |
| Accumulated depreciation | (266,811) | (1,820,589) | (263,977) | (1,820,001) |
| 55,612 | 46,455 | 18,896 | 34,910 |
|
| Site Infrastructure | ||||
| At cost | 2,443,532 | 2,443,532 | 2,443,532 | 2,443,532 |
| Accumulated depreciation | (2,443,532) | (2,443,532) | (2,443,532) | (2,443,532) |
| ‐ | ‐ | ‐ | ‐ |
|
| Motor Vehicles | ||||
| At cost | 230,726 | 142,899 | 142,899 | 142,899 |
| Accumulated depreciation | (107,201) | (67,648) | (96,306) | (67,648) |
| 123,525 | 75,251 | 46,593 | 75,251 |
|
| Computers and Office Equipment | ||||
| At cost | 88,083 | 64,443 | 82,430 | 64,443 |
| Accumulated depreciation | (56,191) | (41,161) | (55,441) | (41,161) |
| 31,892 | 23,282 | 26,989 | 23,282 |
|
| Furniture and Fittings | ||||
| At cost | 5,811 | 3,382 | 5,811 | 3,382 |
| Accumulated depreciation | (2,669) | (1,507) | (2,669) | (1,507) |
| 3,142 | 1,875 | 3,142 | 1,875 |
|
| Net Book value | 635,554 | 184,609 | 517,003 | 173,064 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
40
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 14 PROPERTY, PLANT AND EQUIPMENT (continued)
(a) Movements in carrying amounts
| Land | Freehold Building |
Plant & Equipment |
Site Infra‐ structure |
Motor Vehicles |
Computers & Office Equipment |
Furniture & Fittings |
Total |
|
|---|---|---|---|---|---|---|---|---|
| Economic Entity: | ||||||||
| Balance at the beginning | ||||||||
| of the year | ‐ | 37,746 |
46,455 |
‐ |
75,251 |
23,282 |
1,875 | 184,609 |
| Additions | 395,000 | ‐ |
27,417 |
‐ |
87,827 |
31,312 |
2,429 | 543,985 |
| Disposals | (10,000) | ‐ |
‐ |
‐ |
‐ |
(5,102) |
‐ | (15,102) |
| Depreciation Expenses | ‐ | (1,363) |
(18,260) |
‐ |
(39,553) |
(17,600) |
(1,162) | (77,938) |
| Carrying amount at the | ||||||||
| end of the year | 385,000 | 36,383 |
55,612 |
‐ |
123,525 |
31,892 |
3,142 | 635,554 |
| Parent Entity: | ||||||||
| Balance at the beginning | ||||||||
| of the year | ‐ | 37,746 |
34,910 |
‐ |
75,251 |
23,282 |
1,875 | 173,064 |
| Additions | 395,000 | ‐ |
‐ |
‐ |
‐ |
25,659 |
2,429 | 423,088 |
| Disposals | (10,000) | ‐ |
‐ |
‐ |
‐ |
(5,102) |
‐ | (15,102) |
| Depreciation Expenses | ‐ | (1,363) |
(16,014) |
‐ |
(28,658) |
(16,850) |
(1,162) | (64,047) |
| Carrying amount at the | ||||||||
| end of the year | 385,000 | 36,383 |
18,896 |
‐ |
46,593 |
26,989 |
3,142 | 517,003 |
| Economic Entity | Economic Entity | Economic Entity | Parent Entity | Parent Entity | |||
|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | ||||
| $ | $ | $ | $ | ||||
| NOTE 15 EXPLORATION AND EVALUATION EXPENDITURE | |||||||
| NON‐CURRENT | |||||||
| Exploration expenditure capitalised | |||||||
| ‐ exploration and evaluation phase | 8,830,170 | 5,317,946 | 2,194,569 | 1,934,239 | |||
| Recoverability of the carrying amount of exploration assets is | dependent on the successful exploration and extraction of | ||||||
| minerals. | |||||||
| (a) Movements in carrying amounts | |||||||
| Balance at the beginning of the year | 5,317,946 | 5,506,804 | 1,934,239 | 4,630,881 | |||
| Additions | 3,954,642 | 2,799,103 | 547,382 | 2,212,204 | |||
| Transferred to subsidiaries | ‐ | ‐ | (15,330) | (2,523,357) | |||
| Written‐off | (442,418) | (2,987,961) | (271,722) | (2,385,489) | |||
| Carrying amount at the end of the year | 8,830,170 | 5,317,946 | 2,194,569 | 1,934,239 | |||
| NOTE 16 OTHER ASSETS | |||||||
| CURRENT | |||||||
| Prepayments – general | 234,193 | 26,249 | 26,442 | 26,249 | |||
| NON‐CURRENT | |||||||
| Security deposits | 678,588 | 564,950 | 481,972 | 488,224 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
41
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | |
| NOTE 17 TRADE & OTHER PAYABLES | ||||
| CURRENT | ||||
| Trade payables | 199,846 | 244,911 | 56,756 | 137,642 |
| Sundry payables and accrued expenses | 527,966 | 188,521 | 108,643 | 163,521 |
| Employee benefits | 62,852 | 12,757 | 26,309 | 12,757 |
| 790,664 | 446,189 | 191,708 | 313,920 |
NOTE 18 INTEREST BEARING LIABILITIES
| CURRENT | ||||
|---|---|---|---|---|
| Lease liability – secured | 59,021 | 41,980 | 29,845 | 41,980 |
| Convertible note – unsecured | 1,695,000 | ‐ | ‐ | ‐ |
| Amortised borrowing costs | (37,500) | ‐ | ‐ | ‐ |
| 1,657,000 | ‐ | ‐ | ‐ | |
| 1,716,521 | 41,980 | 29,845 | 41,980 | |
| NON‐CURRENT | ||||
| Lease liability – secured | 52,177 | 38,909 | 9,064 | 38,909 |
| Convertible note ‐ unsecured | ‐ | 1,545,000 | ‐ | ‐ |
| Amortised borrowing costs | ‐ | (82,500) | ‐ | ‐ |
| ‐ | 1,462,500 | ‐ | ‐ | |
| 52,177 | 1,501,409 | 9,064 | 38,909 |
Lease Liabilities
Lease liabilities relate motor vehicles which are financed on standard leasing terms.
Lease liabilities are secured over the assets to which they relate.
Convertible Notes
The convertible notes in Anduramba Molybdenum Pty Ltd were issued on 3 May 2007 and comprise 1,500,000 notes of face value of $1 each, plus the issue of 45,000 notes (as a capital raising fee) on the same terms and conditions as the notes hereunder issued. Therefore the total number of notes on issue is 1,545,000 of face value of $1 each.
The convertible notes expire on 30 April 2009. All notes shall convert into fully paid ordinary shares in Anduramba Molybdenum Pty Ltd based on an enterprise value of $40 million, on the achievement of a conversion event. A conversion event is defined as a listing on a recognised exchange or being sold via a trade sale.
If Anduramba Molybdenum Pty Ltd has not achieved a conversion event by 30 April 2009, the notes shall convert into fully paid ordinary shares in D’Aguilar Gold at 80% of the volume weighted average price for the 21 trading days for those shares prior to conversion.
Interest is accrued at a rate of10% per annum of the face value. Interest shall be paid as notes on the same terms and conditions.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
42
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | |
| NOTE 19 PROVISIONS | ||||
| Site restoration | 600,000 | 600,000 |
600,000 |
600,000 |
| Site restoration |
Total | |||
| Economic Entity: | ||||
| Opening balance at 1 July 2007: | 600,000 | 600,000 |
||
| Additional provisions | ‐ | ‐ |
||
| Amounts used | ‐ | ‐ |
||
| Unused amounts reversed | ‐ | ‐ |
||
| Balance at 30 June 2008 | 600,000 | 600,000 |
||
| Parent Entity: | ||||
| Opening balance at 1 July 2007: | 600,000 | 600,000 |
||
| Additional provisions | ‐ | ‐ |
||
| Amounts used | ‐ | ‐ |
||
| Unused amounts reversed | ‐ | ‐ |
||
| Balance at 30 June 2008 | 600,000 | 600,000 |
The Company has secured performance bonds to the value of $600,000 (2007:$600,000). Further information regarding these contingent assets can be found in Note 24.
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | |
| NOTE 20 ISSUED CAPITAL | ||||
| 145,644,553 (2007: 133,509,644) | ||||
| Fully paid ordinary shares | 16,136,817 | 13,508,671 |
16,136,817 |
13,508,671 |
| Share issue costs | (827,098) | (718,438) |
(827,098) |
(718,438) |
| 15,309,719 | 12,790,233 |
15,309,719 |
12,790,233 |
|
| Outside equity interest | 4,306,922 | 3,660,848 |
‐ |
‐ |
| Share issue costs | (231,827) | (100,000) |
‐ |
‐ |
| 19,384,814 | 16,351,081 |
15,309,719 |
12,790,233 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
43
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | ||
|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | ||
| Number | Number | Number | Number | ||
| NOTE 20 ISSUED CAPITAL (continued) | |||||
| (a) | Ordinary shares | ||||
| Balance 1 July | 133,509,644 | 89,830,815 | 133,509,644 |
89,830,815 |
|
| - | 18 August 2006 (1) | ‐ | 16,475,000 | ‐ |
16,475,000 |
| - | 14 November 2006 (2) | ‐ | 6,100,000 | ‐ |
6,100,000 |
| - | 24 November 2006 (3) | ‐ | 9,150,000 | ‐ |
9,150,000 |
| - | 22 February 2007 (4) | ‐ | 2,500,000 | ‐ |
2,500,000 |
| - | 21 March 2007 (5) | ‐ | 7,000,000 | ‐ |
7,000,000 |
| - | 4 May 2007 (6) | ‐ | 300,000 | ‐ |
300,000 |
| - | 11 May 2007 (7) | ‐ | 628,518 | ‐ |
628,518 |
| - | 16 May 2007 (8) | ‐ | 1,025,311 | ‐ |
1,025,311 |
| - | 23 May 2007 (9) | ‐ | 200,000 | ‐ |
200,000 |
| - | 6 June 2007 (10) | ‐ | 100,000 | ‐ |
100,000 |
| - | 19 June 2007 (11) | ‐ | 200,000 | ‐ |
200,000 |
| - | 12 July 2007 (12) | 300,000 | ‐ | 300,000 |
‐ |
| - | 23 July 2007 (13) | 594,144 | ‐ | 594,144 |
‐ |
| - | 7 December 2007 (14) | 11,240,765 | ‐ | 11,240,765 |
‐ |
| Balance 30 June | 145,644,553 | 133,509,644 | 145,644,553 |
133,509,644 |
-
(1) On 18 August 2006, 16,475,000 Ordinary Shares was issued. 16,000,000 shares were issued pursuant to a Share Purchase Plan at an issue price of 5.0 cents each, and a further 475,000 shares were issued to underwriters of the Share Purchase Plan, who elected to receive their underwriting fee in shares.
-
(2) On 14 November 2006, 6,100,000 ordinary shares ordinary shares were issued at an issue price of 10.0 cents each.
-
(3) On 24 November 2006, 9,150,000 ordinary shares were issued at an issue price of 10.0 cents each.
-
(4) On 22 February 2007, 2,500,000 ordinary shares were issued at an issue price of 10.0 cents each.
-
(5) On 21 March 2007, 7,000,000 ordinary shares were issued at an issue price of 10.0 cents each.
-
(6) On 4 May 2007, 300,000 unlisted $0.197 options expiring 30/09/08 were exercised into ordinary shares.
-
(7) On 11 May 2007, 628,518 unlisted $0.197 options expiring 30/09/08 were exercised into ordinary shares.
-
(8) On 16 May 2007, 675,311 unlisted $0.197 options expiring 30/09/08 and 350,000 unlisted $0.127 options expiring 31/07/08 were exercised into ordinary shares.
-
(9) On 23 May 2007, 200,000 unlisted $0.197 options expiring 30/09/08 were exercised into ordinary shares.
-
(10) On 6 June 2007, 100,000 unlisted $0.197 options expiring 30/09/08 were exercised into ordinary shares.
-
(11) On 19 June 2007, 200,000 unlisted $0.127 options expiring 31/07/08 were exercised into ordinary shares.
-
(12) On 12 July 2007, 300,000 $0.127 options expiring 31/7/08 were exercised into ordinary shares.
-
(13) On 23 July 2007, 594,144 $0.197 options expiring 30/09/08 were exercised into ordinary shares.
-
(14) On 7 December 2007, 11,240,765 Ordinary Shares was issued pursuant to a Share Purchase Plan at an issue price of $0.22 each.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
44
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| Number | Number | Number | Number | |
| NOTE 20 ISSUED CAPITAL (continued) | ||||
| (b) Options | ||||
| (i) Unlisted $0.197 options expiring 30/9/08 | ||||
| At the beginning of the reporting period | 17,258,742 | 19,162,571 | 17,258,742 | 19,162,571 |
| Options Exercised: | ||||
| - 4 May 2007 |
‐ | (300,000) | ‐ | (300,000) |
| - 11 May 2007 |
‐ | (628,518) | ‐ | (628,518) |
| - 16 May 2007 |
‐ | (675,311) | ‐ | (675,311) |
| - 23 May 2007 |
‐ | (200,000) | ‐ | (200,000) |
| - 6 June 2007 |
‐ | (100,000) | ‐ | (100,000) |
| - 23 July 2007 |
(594,144) | ‐ | (594,144) | |
| At reporting date | 16,664,598 | 17,258,742 | 16,664,598 | 17,258,742 |
| (ii) Unlisted $0.127 options expiring 31/7/08 | ||||
| At the beginning of the reporting period | 2,700,000 | 3,350,000 | 2,700,000 | 3,350,000 |
| Issued to executives and staff: | ||||
| - 7 November 2006 |
‐ | 650,000 | ‐ | 650,000 |
| Options Exercised: | ||||
| - 16 May 2007 |
‐ | (350,000) | ‐ | (350,000) |
| - 19 June 2007 |
‐ | (200,000) | ‐ | (200,000) |
| - 12 July 2007 |
(300,000) | ‐ | (300,000) | ‐ |
| Options expired: | ||||
| - 16 April 2007 |
‐ | (750,000) | ‐ | (750,000) |
| At reporting date | 2,400,000 | 2,700,000 | 2,400,000 | 2,700,000 |
| (iii) Unlisted $0.127 options expiring 30/6/09 | ||||
| At the beginning of the reporting period | 400,000 | ‐ | 400,000 | ‐ |
| Issued to consultants: | ||||
| - 3 April 2007 |
‐ | 400,000 | ‐ | 400,000 |
| At reporting date | 400,000 | 400,000 | 400,000 | 400,000 |
| (iv) Unlisted $0.20 options expiring 30/6/09 | ||||
| At the beginning of the reporting period | 300,000 | ‐ | 300,000 | ‐ |
| Issued to consultants: | ||||
| - 3 April 2007 |
‐ | 300,000 | ‐ | 300,000 |
| At reporting date | 300,000 | 300,000 | 300,000 | 300,000 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
45
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Parent Entity | |
|---|---|---|
| 2008 2007 |
2008 2007 |
|
| Number Number |
Number Number |
|
| NOTE 20 ISSUED CAPITAL (continued) | ||
| (b) Options (continued) | ||
| (v) Unlisted $0.25 options expiring 30/6/09 | ||
| At the beginning of the reporting period | 300,000 ‐ |
300,000 ‐ |
| Issued to consultants: | ||
| - 3 April 2007 |
‐ 300,000 |
‐ 300,000 |
| At reporting date | 300,000 300,000 |
300,000 300,000 |
| (vi) Unlisted $0.275 options expiring 30/6/11 | ||
| At the beginning of the reporting period | ‐ ‐ |
‐ ‐ |
| Issued to directors and executives: | ||
| - 10 October 2007 |
500,000 ‐ |
500,000 ‐ |
| - 29 November 2007 |
3,500,000 ‐ |
3,500,000 ‐ |
| At reporting date | 4,000,000 ‐ |
4,000,000 ‐ |
| (vii) Unlisted $0.22 options expiring 30/6/11 | ||
| At the beginning of the reporting period | ‐ ‐ |
‐ ‐ |
| Issued to staff: | ||
| - 25 February 2008 |
300,000 ‐ |
300,000 ‐ |
| At reporting date | 300,000 ‐ |
300,000 ‐ |
(c) Capital Risk Management
Management controls the capital of the economic entity in order to maintain good debt to equity ratio, provide capital growth to shareholders and ensure the economic entity can fund its operations and continue as a going concern.
The economic entity’s debt and capital includes ordinary share capital, convertible notes and other financial liabilities, supported by financial assets.
There are no externally imposed capital requirements.
Management effectively manages the Company’s capital by assessing the Company’s financial risks and adjusting its capital structure in response to changes in these risks and the market. These responses include the management of debt levels and share issues.
There have been no changes in the strategy adopted by management to control the capital of the Company since the prior year.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
46
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity Parent Entity |
|
|---|---|
| 2008 2007 2008 2007 |
|
| $ $ $ $ |
|
| NOTE 21 RESERVES Option Reserve – capital raising 846,426 525,771 525,771 525,771 |
|
| Option Reserve – employee share options 919,327 266,262 919,327 266,262 |
|
| 1,765,753 792,033 1,445,098 792,033 |
The option reserve (capital raising) records the value of options issued as part of capital raisings.
The option reserve (employee share options) records items recognised as expenses on valuation of employee share options.
| Economic Entity Parent Entity |
|
|---|---|
| 2008 2007 2008 2007 |
|
| $ $ $ $ |
|
| NOTE 22 ACCUMULATED LOSSES Accumulated losses attributable to members of D’Aguilar Gold Ltd at beginning of the financial year Losses from ordinary activities after income tax Accumulated losses attributable to members of D’Aguilar Gold Ltd at the end of the financial year |
(8,012,008) (3,524,778) (9,579,327) (3,521,422) (3,069,404) (4,487,230) (1,200,903) (6,057,905) |
| (11,081,412) (8,012,008) (10,780,230) (9,579,327) |
NOTE 23 COMMITMENTS FOR EXPENDITURE
(a) Future Exploration
The Economic Entity has certain obligations to expend minimum amounts on exploration in tenement areas. These obligations may be varied from time to time and are expected to be fulfilled in the normal course of operations of the Economic Entity.
The commitments to be undertaken are as follows:
| Payable | ‐ within one year | 4,303,603 | 2,223,929 | 498,936 | 701,018 |
|---|---|---|---|---|---|
| ‐ between one and five years | 17,401,411 | 8,421,634 | 1,125,743 | 2,064,072 | |
| ‐ greater than five years | ‐ | ‐ | ‐ | ‐ | |
| 21,705,014 | 10,645,563 | 1,624,679 | 2,765,090 |
To keep exploration permits in good standing, work programs should meet certain minimum expenditure requirements. If the minimum expenditure requirements are not met, the Company has the option to negotiate new terms or relinquish the tenements. The Company also has the ability to meet expenditure requirements by joint venture or farm in agreements.
(b) Lease expenditure commitments
| (i) | Operating leases (non‐cancellable): | ||||
|---|---|---|---|---|---|
| Minimum lease payments | |||||
| – not later than one year | 207,032 | 24,682 | 207,032 | 24,682 | |
| – later than one year and not later than | |||||
| five years | 577,715 | ‐ | 577,715 | ‐ | |
| – later than five years | ‐ | ‐ | ‐ | ‐ | |
| 784,747 | 24,682 | 784,747 | 24,682 |
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
47
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | |
| NOTE 23 COMMITMENTS FOR EXPENDITURE (continued) | ||||
| The terms of the operating leases range from 1 year to 3 years with no options to renew. | ||||
| (ii) Finance leases: | ||||
| – not later than one year | 66,676 | 46,648 |
32,285 | 46,648 |
| – later than one year and not later than | ||||
| five years | 55,285 | 41,715 |
9,430 | 41,715 |
| – later than five years | ‐ | ‐ |
‐ | ‐ |
| Total minimum lease payments | 121,961 | 88,363 |
41,715 | 88,363 |
| – future finance charges | (10,764) | (7,474) |
(2,806) | (7,474) |
| – lease liability | 111,198 | 80,889 |
38,909 | 80,889 |
| – current liability | 59,021 | 41,980 |
29,845 | 41,980 |
| – non‐current liability | 52,177 | 38,909 |
9,064 | 38,909 |
| 111,198 | 80,889 |
38,909 | 80,889 |
NOTE 24 CONTINGENT LIABILITIES AND CONTINGENT ASSETS
(a) Contingent Asset ‐ Provision for Rehabilitation Costs
The Company has conducted an extensive review of the environmental status of the Mining Leases with a view to making an assessment of the appropriate provision it should make in its accounts for future liabilities in respect of rehabilitation and restoration.
In the course of this exercise, advice was received from different parties providing estimations on the potential costs for future rehabilitation and restoration. Based on this information, the Company has provided in its accounts in respect of these contingent liabilities to $600,000.
The Directors have also taken steps to enter into agreements with parties to accept responsibility for a portion of the present liability of the Company in respect of the rehabilitation costs. Pursuant to Deeds entered into in December 2004 between the Company and interests associated with two of the Directors of the Company ("the Bondholders"), the Bondholders have agreed to assume the responsibility for the discharge of $600,000 in total of the environmental liability and restoration obligations of the Company in respect of its mining leases.
Samuel Capital Limited has taken $300,000 of Bonds and is an entity associated with Mr Mather, a director. Vincent Mascolo, also a director of the Company, has also taken $300,000 of the Bonds.
(b) Contingent Liability – Solomon Gold plc warranties and indemnities (taxation matters only)
In February 2006, in relation to the flotation of Solomon Gold plc, the Company entered into a Placing Agreement between Solomon Gold plc, D’Aguilar Gold Ltd, the directors of Solomon Gold Ltd and Williams de Broe Limited (now Evolution Securities Limited), the nominated advisor (NOMAD). One of the conditions of the Placing Agreement for the London Stock Exchange Alternative Investment Market (“AIM”) is that D’Aguilar Gold provides certain warranties and indemnities to Evolution Securities Limited regarding certain information provided to Solomon Gold plc in the Admission Document. This results in a contingent liability to a maximum value of £1.1m. The Placing Agreement formed part of the terms and conditions upon which Evolution Securities Limited agreed to procure subscribers for shares in the initial public offering by Solomon Gold plc. The warranties and indemnities expired on 10 February 2008 for non‐taxation matters and will expire on 10 February 2012 for taxation matters.
(c) The directors are otherwise satisfied that there are no other significant contingent assets or contingent liabilities.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
48
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 25 SHARE‐BASED PAYMENTS
The following share‐based payment arrangements existed at 30 June 2008.
During the year 4,000,000 share options were granted to directors and an executive of the Company. The options are to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 27.5 cents each. The options expire 30 June 2011 and fully vested on issue.
Also during the year 300,000 share options were granted to an employee of the Company. The options are to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 22 cents each. The options expire 30 June 2011 and fully vested on issue.
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |||||
|---|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |||||
| Weighted | Weighted | Weighted | Weighted | |||||
| No. of | average | No. of | average | No. of | average | No. of | average | |
| options | exercise | options | ex | options | exercise | options | exercise | |
| price | price | price | price | |||||
| $ | $ | $ | $ | |||||
| Outstanding at beginning of year | 3,700,000 |
$0.143 |
3,350,000 | 0.127 |
3,700,000 | $0.143 | 3,350,000 | 0.127 |
| Granted | 4,300,000 | $0.271 |
1,650,000 | 0.163 |
4,300,000 | $0.271 | 1,650,000 | 0.163 |
| Forfeited | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Exercised | (300,000) | $0.127 | (550,000) | 0.127 | (300,000) | $0.127 | (550,000) | 0.127 |
| Expired | ‐ | ‐ | (750,000) | 0.127 | ‐ | ‐ | (750,000) | 0.127 |
| Outstanding at year‐end | 7,700,000 | $0.215 |
3,700,000 | 0.143 |
7,700,000 | $0.215 | 3,700,000 | 0.143 |
| Exercisable at year‐end | 7,200,000 | $0.214 |
2,700,000 | 0.127 |
7,200,000 | $0.214 | 2,700,000 | 0.127 |
300,000 options were exercised during the year ended 30 June 2008.
The options outstanding at 30 June 2008 had a weighted average exercise price of $0.215 and average remained actual life of 2.6 years.
The weighted average fair value of the options granted during the year was $0.14.
This price was calculated by using a Black‐Scholes options pricing model applying the following inputs:
| Issued on | Issued on | |
|---|---|---|
| 10/10/07 and | 25/2/08 | |
| 29/11/07 | ||
| Weighted average exercise price | $0.275 | $0.22 |
| Weighted average life of the option | 3.59 | 3.35 |
| Underlying share price | $0.25 | $0.145 |
| Expected share price volatility | 76.731% | 116.324% |
| Risk free interest rate | 6.42% | 6.62% |
| Number of options issued | 4,000,000 | 300,000 |
| Value (Black‐Scholes) per option | $0.1409 | $0.099 |
| Total value of options issued | $563,796 | $29,700 |
Historical volatility has been the basis for determining expected share price volatility as it assumed that this is indicative of future tender, which may not eventuate.
The life of the options is based on the historical exercise patterns, which may not eventuate in the future.
Included under Employee Benefits Expense in the Income Statement is $563,796 (2007: $26,289), and relates, in full, to equity‐ settled share‐based payment transactions.
Included under Exploration Expenditure in the Balance Sheet is $29,700 (2007: $50,401), and relates, in full, to equity‐settled share‐based payment transactions.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
49
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 26 RELATED PARTY DISCLOSURES
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
-
(a) Parent and ultimate controlling entity
-
(i) The parent entity and ultimate controlling entity is D’Aguilar Gold Ltd which is incorporated in Australia. The names and other information about subsidiaries are provided in Note 13.
-
(ii) D’Aguilar Gold Ltd has advanced interest free loans to its subsidiary, Navaho Mining Pty Ltd. At balance date $889,306 (2007: $897,542) was outstanding.
-
(iii) D’Aguilar Gold Ltd has advanced interest free loans to its subsidiary, Anduramba Molybdenum Pty Ltd. At balance date $289,430 (2007: $287,922) was outstanding.
-
(iv) D’Aguilar Gold Ltd has advanced interest free loans to its subsidiary, Central Minerals Pty Ltd. At balance date $837,419 (2007: $164,921) was outstanding.
-
(v) D’Aguilar Gold Ltd has advanced interest free loans to its subsidiary, Ridge Exploration Pty Ltd. At balance date $302,975 was outstanding.
-
(vi) There are no repayment terms in relation to all the abovementioned loans to subsidiaries.
-
(b) Transactions with Directors and Director‐Related Entities
-
(i) D’Aguilar Gold Ltd has an agreement with Samuel Capital Ltd, an entity associated with Nicholas Mather (a director), and Nicholas Mather for the provision of certain consultancy services. Samuel Capital will provide Nicholas Mather as the Managing Director of D’Aguilar Gold Ltd for a base fee of $199,413 per annum, with provision for adjustment based on semi‐annual review by the Board on the basis of a minimum 25 hours per week. Samuel Capital was paid $183,138 (2007: $175,000) for the provision of consultancy services to the Company during the year.
-
(ii) D’Aguilar Gold Ltd had an agreement with Samuel Capital Ltd, an entity associated with Nicholas Mather (a director) whereby Samuel Capital Ltd provided administration and management services to the Company. The agreement was terminated on 31 January 2008. Samuel Capital Ltd was be reimbursed for the costs it incurred in providing these services plus a 10% margin, and in any event, not more than $7,500 per month. Samuel Capital Ltd was paid $52,500 (2007: $90,000) for the provision of administration, management and office facilities to the Company during the year.
-
(iii) Mr Brian Moller (a director), is a partner in the firm Hopgood Ganim Lawyers. Hopgood Ganim Lawyers were paid $57,891 (2007: $139,198) for the provision of legal services to the Company during the year. The services were based on normal commercial terms and conditions.
-
(iv) The Company has entered into Performance Bonds in relation to a possible environmental liability of the Company for $600,000. On 31 December 2004, Samuel Capital Ltd, an entity associated with Nicholas Mather (a director) and Vincent Mascolo (a director) entered into Performance Bonds for $300,000 each in relation to the environmental liability of the Company. Under the terms of the Bonds, the Bondholders are entitled to an annual fee of 10% of the amount provided for under the Bond payable quarterly. Interest on the Bonds of $30,000 (2007: $30,000) and $30,000 (2007: $30,000) respectively was paid or payable during the period.
-
(c) Share and Option transactions of Directors and Director‐Related Entities are shown in the Remuneration Report within the Directors Report and in Note 5 of the Financial Statements.
NOTE 27 SEGMENT INFORMATION
The Economic Entity operates predominantly in one business and geographical segment being in the mining industry in Australia. No revenue from this activity has been earned to date as the Economic Entity is still in the exploration and evaluation stage.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
50
Notes to the Financial Statements for the year ended 30 June 2008
| Economic Entity | Parent Entity |
|---|---|
| 2008 2007 |
2008 2007 |
| $ $ |
$ $ |
| NOTE 28 CASH FLOW INFORMATION (a) Reconciliation of Cash Flow from Operations with Profit/(loss) after tax Profit/(loss) after tax (3,265,894) (4,485,292) (1,200,903) (6,057,905) |
|
| Cash flows excluded from Profit/(loss) attributable to operating activities: Depreciation 122,939 63,550 64,047 55,462 |
|
| Write back of capitalised expenditure 442,418 2,987,961 271,722 2,385,490 |
|
| Share options expensed 623,365 26,289 623,365 26,289 |
|
| Revaluation of investments (84,187) 186,785 (84,187) 186,785 |
|
| Debt forgiveness ‐ ‐ 202,252 2,210,821 |
|
| Payment to extinguish contingent liability (225,329) ‐ (225,329) ‐ |
|
| Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries: ‐ (Increase)/Decrease in trade and other receivables 425,562 (118,305) (987,209) (67,858) |
|
| ‐ (Increase)/Decrease in other assets (849) (1,313) (193) (1,313) |
|
| ‐ Increase/(Decrease) in trade and other payables (23,248) (13,630) 29,735 (23,904) |
|
| ‐ Increase/(Decrease) accruals 483,372 78,470 (86,621) 53,469 |
|
| ‐ Increase/(Decrease) in provisions 50,095 (10,273) 13,553 (10,273) |
|
| Net cash flow from operations (1,451,756) (1,285,758) (1,379,768) (1,242,937) |
|
| (b) Finance facilities Finance facilities 1,618,698 1,543,389 38,909 80,889 |
|
| Amount used (1,618,698) (1,543,389) (38,909) (80,889) |
|
| ‐ ‐ ‐ ‐ |
NOTE 29 EVENTS OCCURRING AFTER BALANCE DATE
On 13 August 2008, Mt Isa Metals allotted and issued 35,000,000 ($0.20) shares pursuant to the Initial Public Offering to raise $7,000,000. This allotment diluted D’Aguilar’s interest in Mt Isa Metals to 48.19%.
On 20 August 2008, the Mt Isa Metals was admitted to the ASX. Official quotation of Mt Isa Metal’s shares on the ASX commenced on 22 August 2008.
There have been no other events since the end of the financial year that impact upon the financial report as at 30 June 2008.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
51
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 30 FINANCIAL RISK MANAGEMENT
(a) General objectives, policies and processes
In common with all other businesses, the economic entity is exposed to risks that arise from its use of financial instruments. This note describes the economic entity’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the economic entity’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
The economic entity’s financial instruments consist mainly of deposits with banks, accounts receivable and payable, shares in listed corporations and loans to subsidiaries.
The Board has overall responsibility for the determination of the economic entity’s risk management objectives and polices and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the economic entity’s finance function. The economic entity's risk management policies and objectives are therefore designed to minimise the potential impacts of these risks on the results of the economic entity where such impacts may be material.
The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the economic entity’s competitiveness and flexibility. Further details regarding these policies are set out below:
(b) Credit Risk
Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the Company incurring a financial loss. This usually occurs when debtors fail to settle their obligations owing to the Company. The economic entity’s objective is to minimise the risk of loss from credit risk exposure.
The economic entity’s maximum exposure to credit risk, without taking into account the value of any collateral or other security, in the event other parties fail to perform their obligations under financial instruments in relation to each class of recognised financial asset at reporting date is the carrying amount of those assets as indicated in the Balance Sheet.
Credit risk is reviewed regularly by the Board and the audit committee. It arises from exposure to customers (trade receivables) as well as through deposits with financial institutions, loans receivable from subsidiaries and financial assets at fair value through profit or loss.
The Company does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Company other than those disclosed in Note 10 in relation to loans receivable from subsidiaries.
(c) Liquidity risk
Liquidity risk is the risk that the economic entity may encounter difficulties raising funds to meet financial obligations as they fall due. The objective of managing liquidity risk is to ensure, as far as possible, that the economic entity will always have sufficient liquidity to meets its liabilities when they fall due, under both normal and stressed conditions.
Liquidity risk is reviewed regularly by the Board and the audit committee.
The economic entity manages liquidity risk by monitoring forecast cash flows and liquidity ratios such as working capital. The economic entity’s working capital, being current assets less current liabilities, has decreased from $6,099,534 in 2007 to $1,353,862 in 2008.
The Company did not have any financing facilities available at balance date.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
52
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 30 FINANCIAL RISK MANAGEMENT (continued)
(c) Liquidity risk (continued)
| Carrying Amount |
Contractual Cash flows |
<6 months | 6 – 12 months |
1 – 3 years | >3 years | |
|---|---|---|---|---|---|---|
| Maturity Analysis – Economic Entity | ‐ 2008 | |||||
| Financial Liabilities | ||||||
| Trade Creditors | 940,664 | 940,664 |
940,664 |
‐ |
‐ |
‐ |
| Commitments | ‐ | 22,611,723 |
2,288,656 |
2,288,656 |
9,821,039 |
8,213,372 |
| Total | 940,664 | 23,552,387 |
3,229,320 |
2,288,656 |
9,821,039 |
8,213,372 |
| Maturity Analysis – Parent – 2008 | ||||||
| Financial Liabilities | ||||||
| Trade Creditors | 191,708 | 191,708 |
191,708 |
‐ |
‐ |
‐ |
| Commitments | ‐ | 2,451,142 |
369,127 |
369,126 |
1,485,017 |
227,872 |
| Total | 191,708 | 2,642,850 |
560,835 |
369,126 |
1,485,017 |
227,872 |
| Maturity Analysis – Economic Entity | ‐ 2007 | |||||
| Financial Liabilities | ||||||
| Trade Creditors | 446,189 | 446,189 |
446,189 |
‐ |
‐ |
‐ |
| Commitments | ‐ | 10,758,608 |
1,147,630 |
1,147,630 |
4,923,323 |
3,540,026 |
| Total | 446,189 | 11,204,797 |
1,593,819 |
1,147,630 |
4,923,323 |
3,540,026 |
| Maturity Analysis – Parent – 2007 | ||||||
| Financial Liabilities | ||||||
| Trade Creditors | 313,920 | 313,920 |
313,920 |
‐ |
‐ |
‐ |
| Commitments | ‐ | 2,878,135 |
386,174 |
386,174 |
1,583,751 |
522,036 |
| Total | 313,920 | 3,192,055 |
700,094 |
386,174 |
1,583,751 |
522,036 |
Further information regarding commitments is provided in Note 23.
D’Aguilar Gold Limited Annual Report 2008 – Volume 2
53
Notes to the Financial Statements for the year ended 30 June 2008
NOTE 30 FINANCIAL RISK MANAGEMENT (continued)
(d) Market Risk
Market risk arises from the use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk). The entity does not have any material exposure to market risk other than interest rate risk.
(i) Interest rate risk
Interest rate risk arises principally from cash and cash equivalents. The objective of interest rate risk management is to manage and control interest rate risk exposures within acceptable parameters while optimising the return.
Interest rate risk is managed with a mixture of fixed and floating rate debt. For further details on interest rate risk refer to the tables below:
| Floating interest rate |
Fixed interest rate |
Non‐interest bearing |
Total carrying amount as per the balance sheet |
Total carrying amount as per the balance sheet |
Total carrying amount as per the balance sheet |
Weighted average effective interest rate |
|
|---|---|---|---|---|---|---|---|
| 2008 | 2008 | 2008 | 2008 | 2008 | |||
| $ | $ | $ | $ | % | |||
| (i) Financial assets | |||||||
| Cash and cash equivalents | 3,077,052 | ‐ |
‐ | 3,077,052 | 5.50% |
||
| Trade and other receivables | ‐ | ‐ |
306,809 | 306,809 | ‐ |
||
| Financial assets | ‐ | 314,000 |
699,008 | 1,013,008 | 1.00% |
||
| Total financial assets | 3,077,052 | 314,000 |
1,005,818 | 4,396,870 | |||
| (ii) Financial liabilities | |||||||
| Trade and other payables | ‐ | ‐ |
940,664 | 940,664 | ‐ |
||
| Interest bearing liabilities | ‐ | 1,618,698 |
‐ | 1,618,698 | 9.90% |
||
| Total financial liabilities | ‐ | 1,618,698 |
940,664 | 2,559,362 |
| Floating interest rate |
Fixed interest rate |
Non‐interest bearing |
Total carrying amount as per the balance sheet |
Total carrying amount as per the balance sheet |
Total carrying amount as per the balance sheet |
Weighted average effective interest rate |
|
|---|---|---|---|---|---|---|---|
| 2007 | 2007 | 2007 | 2007 | 2007 | |||
| $ | $ | $ | $ | % | |||
| (i) Financial assets | |||||||
| Cash and cash equivalents | 5,634,248 | ‐ |
‐ | 5,634,248 | 4.90% |
||
| Trade and other receivables | ‐ | ‐ |
743,236 | 743,236 | ‐ |
||
| Financial assets | ‐ | 314,000 |
434,920 | 748,920 | 2.20% |
||
| Total financial assets | 5,634,248 | 314,000 |
1,178,156 | 7,126,404 | |||
| (ii) Financial liabilities | |||||||
| Trade and other payables | ‐ | ‐ |
446,190 | 446,190 | ‐ |
||
| Interest bearing liabilities | ‐ | 1,543,389 |
‐ | 1,543,389 | 9.90% |
||
| Total financial liabilities | ‐ | 1,543,389 |
446,190 | 1,989,579 |
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Notes to the Financial Statements for the year ended 30 June 2008
NOTE 30 FINANCIAL RISK MANAGEMENT (continued)
(d) Market Risk (continued)
(i) Interest rate risk (continued)
The economic entity has performed a sensitivity analysis relating to its exposure to interest rate risk. This sensitivity demonstrates the effect on the current year results and equity which could result from a change in these risks.
At 30 June 2008 the effect on profit and equity as a result of changes in the interest rate would be as follows:
| Economic Entity | Economic Entity | Parent Entity | Parent Entity | |
|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | |
| $ | $ | $ | $ | |
| Change in profit | ||||
| ‐ Increase in interest rate by 1% | 2,287 | 922 |
654 |
632 |
| ‐ Decrease in interest rate by 1% | (2,287) | (922) |
(654) |
(632) |
| Change in equity | ||||
| ‐ Increase in interest rate by 1% | 2,287 | 922 |
654 |
632 |
| ‐ Decrease in interest rate by 1% | (2,287) | (922) |
(654) |
(632) |
The above analysis assumes all other variables remain constant.
(e) Net Fair Values
The net fair values of trade and other receivables, security deposits and trade and other payables approximate their carrying value. The fair value of shares in listed entities classified as financial assets at fair value through profit or loss is determined in accordance with the principles outlined in Note 1(f).
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Declaration by Directors
The directors of the company declare that:
-
The financial statements, comprising the income statement, balance sheet, cash flow statement, statement of changes in equity, and accompanying notes, are in accordance with the Corporations Act 2001 and:
-
(a) comply with Accounting Standards and the Corporations Regulations 2001; and
-
(b) give a true and fair view of the company’s financial position as at 30 June 2008 and of its performance for the year ended on that date.
-
In the directors’ opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
-
The remuneration disclosures included in pages 6 to 11 of the directors’ report (as part of audited Remuneration Report), for the year ended 30 June 2008, comply with section 300A of the Corporations Act 2001.
-
The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:
Nicholas Mather Director
Brisbane 30 September 2008
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Independent Auditor’s Report
TO THE MEMBERS OF D’AGUILAR GOLD LIMITED
Report on the Financial Report and AASB 124 Remuneration Disclosures Contained in the Directors’ Report
We have audited the financial report of D’Aguilar Gold Limited, which comprises the balance sheet as at 30 June 2008, the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes 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.
We have also audited the remuneration disclosures contained in the directors’ report. As permitted by the Corporations Regulations 2001, the consolidated entity has disclosed information about the remuneration of directors and executives (“remuneration disclosures”), required by Australian Accounting Standard AASB 124 Related Party Disclosures, under the heading “Remuneration Report” in the directors’ report and not in the financial report.
Directors’ Responsibility for the Financial Report and the AASB 124 Remuneration Disclosures Contained in the Directors’ Report
The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian Accounting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.
The directors of the company are also responsible for the remuneration disclosures contained in the directors’ report.
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. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. Our responsibility is to also express an opinion on the remuneration disclosures contained in the directors’ report based on our audit.
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INDEPENDENT AUDITOR’S REPORT (CONTINUED)
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report and the remuneration disclosures contained in the directors’ report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report and the remuneration disclosures contained in the directors’ report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report and the remuneration disclosures contained in the directors’ report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report and the remuneration disclosures contained in the directors’ report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, provided to the directors of D’Aguilar Gold Limited on [date], would be in the same terms if provided to the directors as at the date of this auditor’s report.
Auditor’s Opinion on the Financial Report
In our opinion the financial report of D’Aguilar Gold Limited is in accordance with the Corporations Act 2001, including:
-
(a) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2008 and of their performance for the year ended on that date; and
-
(b) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.
-
(c) complying with International Financial Reporting Standards as disclosed in Note 1.
Auditor’s Opinion on the AASB 124 Remuneration Disclosures Contained in the Directors’ Report
In our opinion the remuneration disclosures that are contained in the directors’ report comply with Australian Accounting Standard AASB 124.
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INDEPENDENT AUDITOR’S REPORT (CONTINUED)
Emphasis of Matter Regarding Going Concern
Without qualification to the opinion expressed above, attention is drawn to the following matter. As set out in Note 1, the financial statements have been prepared on a going concern basis. The ability of the consolidated entity to continue to adopt the going concern basis of accounting, to maintain continuity of normal business activities, and to pay its debts as and when they fall due is dependent upon the continued ability of the consolidated entity to raise capital, and or successfully explore and subsequently exploit the consolidated entity’s petroleum tenements.
No adjustments have been made to the carrying value of assets or recorded amount of liabilities should the consolidated entity’s plans not eventuate.
BDO Kendalls (QLD)
D P Wright Partner
Brisbane
30 September 2008
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