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DGR GLOBAL LIMITED — Annual Report 2009
Oct 27, 2009
64771_rns_2009-10-27_98b4a504-cdb3-4a94-b275-2c42a45ab49f.pdf
Annual Report
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ASX ANNOUNCEMENT
28 October 2009
Annual Report
The Directors of D’Aguilar Gold Limited (ASX Code: DGR) are pleased to release the “post production” version of the Company’s 2009 Annual Report.
The Company’s website also contains a high resolution (30Mb) version under “Investor Relations / Annual Reports” at www.daguilar.com.au
The printed version of the Report is also in the process of being dispatched to D’Aguilar shareholders registered to receive it in hard copy.
For further information, or to obtain a printed version of the Report, please contact the Company Secretary, Mr Karl Schlobohm on 07‐3303 0680 or [email protected]
On behalf of the Board K M Schlobohm Company Secretary
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D’AGUILAR GOLD LIMITED AND CONTROLLED ENTITIES
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FOR THE YEAR ENDED 30 JUNE 2009
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Corporate InformatIon
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DIRECTORS Ian Levy
Nicholas Mather
Brian Moller
Vincent Mascolo
COMPANY SECRETARY Karl Schlobohm
REGISTERED OFFICE AND PRINCIPAL D’Aguilar Gold Ltd
Level 5, 60 Edward Street
BUSINESS OFFICE
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 19, 324 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
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Contents
| CHAIRMAN’S REPORT | 2 |
|---|---|
| REVIEW OF OPERATIONS | 3 |
| DIRECTORS’ REPORT | 17 |
| SHAREHOLDER INFORMATION | 29 |
| INTERESTS IN MINING AND EXPLORATION TENEMENTS | 31 |
| CORPORATE GOVERNANCE STATEMENT | 33 |
| FINANCIAL STATEMENTS | |
| INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2009 | 38 |
| BALANCE SHEET AS AT 30 JUNE 2009 | 39 |
| STATEMENT OF CHANGES OF EQUITY | |
| FOR THE YEAR ENDED 30 JUNE 2009 | 40 |
| CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2009 | 42 |
| NOTES TO THE FINANCIAL STATEMENTS | |
| FOR THE YEAR ENDED 30 JUNE 2009 | 43 |
| DECLARATION BY DIRECTORS | 77 |
| INDEPENDENT AUDITOR’S REPORT | 78 |
ChaIrman’s report
Dear Shareholder,
Notwithstanding the global financial crisis, your company has continued to be a generator of new mineral provinces and exploration companies ready to take advantage of global industrial growth, especially in China and India. Because of the support of shareholders, the company has been able to stay focussed on three company-transforming transactions, namely:
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The completion of the Initial Public Offering and listing of the shares in the 48%-owned Mt Isa Metals Limited (ASX code: “MET”) on 22 August 2008 – one of the last successful IPOs in 2008;
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The announced agreement to merge our nickel exploration subsidiary, AusNiCo Limited with the TSX listed tier 1 Canadian company, Lionsgate Metals Corporation Inc. (TSX-V: LGM); and,
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A seed capital raising within our 79%-owned gold subsidiary, Central Minerals Pty Ltd so that the company can pursue a stock exchange listing on a recognised stock exchange of the share capital in Central. A cash return of exploration funds invested in the Central tenements is being pursued in this transaction.
All three transactions are intended to allow these projects to be advanced rapidly and to deliver value back to D’Aguilar shareholders. Details of these transactions and other activities during the year are set out in the Directors Report (see Changes in the State of Affairs and Significant Events After Balance Date).
Mt Isa Metals has exceeded expectations on a technical level but its share price does not yet reflect its achievements due to depressed market conditions.
Mt Isa Metals has a 20% participating joint venture interest in the D-Tree rock phosphate project near Lady Annie, north of Mt Isa in joint venture with Legend International Holdings Inc. Mt Isa Metals is also a 49% owner of a significant copper project tenement EPM 16112 at the Barbara Copper Project located between Mt Isa and Cloncurry which is held in joint venture between Mt Isa Metals (49%) and Syndicated Metals Limited (51% and manager). At the time of writing, drilling is in progress at both the Barbara Copper Project and at Mt Isa Metal’s 100% owned deep copper-gold-uranium target at Gregory, north of Mt Isa. As advised last year, we anticipate that MET will also examine opportunities in the current market to add to its impressive copper-gold-uranium asset portfolio.
During the year, the convertible loan instruments that funded work on Anduramba Molybdenum were converted partly
into equity in parent company D’Aguilar Gold, and partly into the gold exploration subsidiary Central Minerals on fair terms. This leaves Anduramba as a 100% owned project – a drilled and evaluated project which can be developed rapidly once the market for molybdenum stabilises at acceptable levels.
As foreshadowed last year, Ridge Exploration and Eastern Uranium have been merged into a single 86% owned subsidiary called Ridge Exploration Pty Ltd which is exploring extensive tenements in Central Queensland for iron-ore and other minerals and has encountered tantalising new styles of polymetallic mineralisation.
Finally, as announced during the year, D’Aguilar Gold has continued to support its first spin-off company, Solomon Gold plc (“SolGold”) by firstly agreeing to swap its 1% production royalty interest in any discovery within some exploration tenements on Guadalcanal, Solomon Islands for shares to help facilitate the joint venture agreement between SolGold and the world’s largest gold producer, Newmont Mining and secondly, by taking up a placement in SolGold shares. D’Aguilar currently owns 3.6 million SolGold shares which are actively trading on the London Stock Exchange AIM market at approximately 10 pence (19 cents).
Outlook: If markets continue to consolidate, we see 2010 as a year of major developments within the D’Aguilar Gold Group, all of which have the potential to transform the company into a growing business delivering shareholder value. We also look forward to drilling commencing on the nickel targets with AusNiCo’s tenements south of Kilkivan, west of Gympie in South Eastern Queensland and we are very optimistic about gold exploration results once drilling commences on Central’s gold prospects, especially Rannes Gold Project in Central Queensland, north of the Cracow gold mine and west of the famous historic Mt Morgan Goldfield. Rannes has strong similarities with the major gold province in Nevada USA known as the Carlin-trend.
On behalf of the Board, I thank staff and management of the D’Aguilar Group – their industriousness during a difficult year has begun to deliver promised transactions which can unlock value for shareholders. Most importantly we thank the shareholders for your ongoing support for the Group’s efforts.
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Ian Levy Chairman
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D’Aguilar Gold Limited Annual Report 2009
revIew of operatIons
Highlights
GOLD – CENTRAL MINERALS
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Excellent gold discoveries with high silver values on the first four targets drilled within the Rannes Project Area.
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Continued indications that the Rannes area gold mineralisation is a “Carlin Type” lookalike – a flatly dipping sedimentary hosted system rather than the epithermal model accepted by earlier explorers. Some of the largest gold systems in the world are sediment hosted (e.g. Witwatersrand, South Africa; Carlin, USA).
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Exciting new targets at Cooper (open over 6km), Police Camp Creek, Cracow-Theodore, Stanwell and Clermont prospects.
NICKEL – AUSNICO
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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 the north.
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Merger with Lionsgate Metals Corporation Inc. (TSX-V: LGM) announced 3 September 2009.
MOLYBDENUM – ANDURAMBA
- Project review underway following substantial recovery in world molybdenum price.
IRON ORE AND TITANIUM – RIDGE EXPLORATION
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Early indications of extensive deposits of sediment hosted iron ore with many assays > 40% Fe.
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Discovery of high grade titanium dioxide up to 31% TiO2 at Monogorilby.
SOLOMON GOLD
- Recovery in the Solomon Gold market and joint venture entered with Newmont Mining. D’Aguilar holds a 4% interest in Solomon Gold Plc.
Introduction
Since late 2006 when it redefined 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 seed capital raisings followed 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 projects, D’Aguilar’s subsidiary projects frequently involve reassessment of large databases with new angles and different focus. Again, while existing models might be applied to a
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Annual Report 2009 D’Aguilar Gold Limited
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.
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:
-
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 respect 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.
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Significant exploration success by AusNiCo Ltd , with near surface ore grade intersections of nickel sulphides, copper and silver on three prospects in the Black Snake area, along with substantially extended zones of nickel oxides at Mt Cobalt. The initial IPO and listing of AusNiCo Ltd planned for late 2008 was deferred following the onset of the global financial crisis, but on 3 September 2009 the company announced that agreement
had been reached to merge AusNiCo with the TSX listed tier 1 Canadian company Lionsgate Metals Corporation Inc. The consideration values AusNiCo at approximately A$14 million.
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Creation of a new subsidiary Central Minerals Pty Ltd focussed on gold exploration in Central Queensland, on the margin of the Bowen Basin, exciting initial discoveries of gold and silver, and greater excitement at the potential for a new world class “Carlin Type” sediment and volcanic hosted gold province to be unmasked over an exploration area covering more than 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) 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.
Figure 1: D’Aguilar Gold Limited Corporate Structure
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D’Aguilar Gold
Limited
(ASX : DGR)
Solomon Gold plc Investment 4.2% Investment 48% Mt Isa Metals
Limited
(LSE AIM : SOLG) 3.6 million shares 50 million shares (ASX : MET)
100% 80% 79% 86% 100%
Projects in Development
Anduramba Molybdenum AusNiCo Central Minerals Ridge Exploration
(Gayndah, Bathurst,
Pty Ltd Limited Pty Ltd Pty Ltd
Cressbrook Creek)
100% 100%
Navaho Mining Eastern
Pty Ltd Exploration Pty Ltd
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D’Aguilar Gold Limited Annual Report 2009
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. The Company also holds a large Exploration Licence area south of Bathurst in New South Wales (see later Figure 16). A complete list of all granted mining leases, exploration permits for minerals (EPMs) and exploration area applications is located elsewhere within the Annual Report.
Review of projects – subsidiaries
ANDURAMBA MOLYBDENUM PTY LTD
The Anduramba Molybdenum Project is located 150km 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 31.6 million tonnes averaging 0.06% Mo Equiv (see footnote 1). The JORC compliant resource comprises 21Mt indicated and 10.6Mt inferred (refer ASX Announcement 31 July 2008).
Figure 2: Location of D’Aguilar and Subsidiary Company Exploration Projects in South East Queensland
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Annual Report 2009 D’Aguilar Gold Limited
Following the onset of the global financial crisis and attendant dramatic fall in metal prices the proposed detailed feasibility study for the Anduramba Molybdenum project was put on hold. In recent months the firming metal price for molybdenum has restored value to the project, and reassessment has commenced with a view to progressing the project to development.
AUSNICO LIMITED
AusNiCo discovered a new nickel province in South East Queensland and has moved to secure a 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 crustal 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 drilling programs at Ridleys, Mt Cobalt and Pembroke.
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:
-
Discovery of gold and nickel sulphides at Pembroke, south of Mt Cobalt.
-
Discovery of copper-silver sulphides at Silver Valley.
The location of these two discoveries is shown in Figure 3.
During the past year AusNiCo intensified surface exploration in the Kandanga nickel belt located 60km south of Kilkivan and in the Boyne– Mundubbera ultrabasic belt located 100km northwest of Kilkivan. Both belts are considered prospective for nickel, cobalt, chrome and platinum group metals.
Figure 3: Location of AusNiCo Project Areas in South East Queensland
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D’Aguilar Gold Limited Annual Report 2009
This has led to the recognition of a 10km long 1km wide belt of ultrabasics at Kandanga anomalous in nickel, cobalt, copper, gold and platinum, and coincident with magnetite rich skarn development (refer Figure 4). Kandanga is interpreted to be geologically similar to the Pembroke–Mt Cobalt nickel belt south of Kilkivan which was drilled by AusNiCo during 2008 with positive results. Similar nickel targets have been outlined on AusNiCo tenements by soil geochemistry at Kingham Creek, to the south.
Work in the Boyne EPM 16077 immediately south of Mundubbera, has been very encouraging in two areas. At Boyne North (refer Figure 5), wide spaced soil sampling has located a poorly outcropping 2km trend of zoned Ni Pt and Au Cu mineralisation. A maximum gold value of 690ppb (parts per billion) in a soil sample has been recorded to date. No rock chip samples have yet been collected from the area.
Further south, at Boyne South (refer Figure 6) wide spaced soil sampling and geological work has located zones anomalous in chrome-nickel-platinum with an open strike length of about
4km. The mineralisation is poorly outcropping but can be recognised as zones of massive chromite rubble within the soil (refer Figure 7). These zones are 400m long and 10m wide.
Geologically, both the Boyne North and Boyne South prospects are similar, in that basic and ultrabasic rocks of unknown age have intruded into a limestone rich Devonian sedimentary sequence.
The initial IPO and listing of AusNiCo Ltd planned for late 2008 was deferred as a result of the global financial crisis, but on 3 September 2009 the company announced that agreement had been reached to merge AusNiCo with the TSX listed tier 1 Canadian company Lionsgate Metals Corporation Inc.
The agreement provides for the issue of 10 million shares and 3 million 5 year CDN$1.10 warrants in Lionsgate to AusNiCo. At recent prices the agreed consideration would be worth approximately A$14m to D’Aguilar which currently owns approximately 80% of AusNiCo.
At the date of this report the agreement was still subject to the completion of definitive documentation, necessary approvals
Figure 4: D’Aguilar and AusNiCo Kandanga Belt Nickel Targets
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Annual Report 2009 D’Aguilar Gold Limited
Figure 5: AusNiCo Limited Boyne North Prospect
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Figure 6: AusNiCo Limited Boyne South Prospect
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D’Aguilar Gold Limited Annual Report 2009
and completion of satisfactory due diligence buy both D’Aguilar and Lionsgate. D’Aguilar is confident the agreement will be complete before the end of the year.
The geology of the area is considered prospective not just for iron ore but also for titanium, nickel, cobalt and platinum.
CENTRAL MINERALS PTY LTD
RIDGE EXPLORATION PTY LTD
Ridge has been established as a subsidiary formed to take up exploration licences for iron ore over parts of the northern Surat Basin, the underlying basement and other areas where previous work has identified iron ore development with over 40% iron content in lateritised profiles. While over the past 40 years the mining industry has concentrated on the exploitation of haematite ores grading better than 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 (owned by unrelated third parties) and given the current high prices for iron ore, it is possible that lower than currently used grades of iron ore should be able to be very profitably exploited even bearing costs of upgrading by processing. D’Aguilar is currently investigating the characteristics of the iron mineralisation to assess the potential for beneficiation and commercial exploitation.
During the year Ridge Exploration acquired the former D’Aguilar subsidiary Eastern Uranium Pty Ltd (since renamed Eastern Exploration Pty Ltd) after Eastern was unsuccessful in discovering uranium but identified extensive areas of iron mineralisation on tenements adjacent to those applied for by Ridge.
The tenements held or applied for by Ridge Exploration (and those of Eastern Exploration) in South East Queensland are shown in Figure 8. As indicated on the map, these tenements sit astride major existing or planned railway lines with access to several Queensland ports.
Initial field work has already identified extensive deposits of sediment hosted iron ore with many assays >40% Fe. The largest and strongest iron deposit identified lies in the Johnson Creek area on the eastern edge of the Basin approximately 100km southwest of Mundubbera and 80km east of Wandoan. Figure 9 shows the location of this area now referred to as the Cadarga Iron Prospect. The Cadarga Prospect covers an area of at least 200 square kilometres (Figure 10).
The mapping and sampling work at Cadarga has also led to the discovery of high grade Titanium Dioxides (to 31% TiO2) around an interpreted basaltic volcanic centre near the town of Monogorilby. The location of the Monogorilby Prospect is shown in Figure 9. The deposit is flat lying within a lateritised volcanic breccia and covers about 6 square kilometres around a diatreme style of volcanic vent (refer Figure 11).
New EPM applications have been lodged in the Coorada area to the north of Wandoan, where the geology is similar to the Johnson Creek–Cadarga area. Basaltic–gabbroic intrusives and associated volcanics occur within the Westgrove Iron Member in this area.
Central Minerals is focused on the discovery and development of gold resources in Queensland. D’Aguilar Gold owns 79% of Central following the successful raising of $400,000 for the issue of 8% of Central to seed investors during the year. Mapping of recent soil, stream and rock sampling has significantly extended the evident gold and silver mineralisation in the Rannes Central Project area.
A major new gold and silver target has emerged at the Cooper Prospect, extending the Rannes Central belt westwards into the Bowen Basin by 7km. Wide spaced soil values range up to 48ppb gold (Au) and 3.4ppm (parts per million, equivalent to grams per tonne, or g/t) silver (Ag). Rock chip samples (over 5 metres) assays of up to 1.6g/t Au have also been recorded from this soil anomaly. Mineralised quartz vein material has been identified by local landowners in local water bore cuttings. The Cooper Prospect has been defined as 1km wide and currently open over 6km in length (see Figure 12).
Detailed analysis of nearby drilling and surface assay results at the Crunchie and Porcupine Pie Prospects indicates that the silver mineralisation and anomalism extends (vertically) well above the gold mineralisation encountered at depth in drill holes. Central Minerals will use this model to explore for gold deposits that have not been exposed by erosion (see Figure 13).
Non prospective root zones – where the mineralisation has largely been eroded away – are distinguishable by a lack of silver and other volatile elements.
In the Cracow-Theodore Project area , first pass stream sediment sampling around Theodore, northwest of Cracow, has recorded strong gold (to 34ppb Au), antimony (to 238ppm Sb) and Arsenic (to 431ppm As) anomalism. This is indicative of both Rannes and Cracow low temperature styles of mineralisation. A new Exploration Permit for Minerals has been applied for to the west of Cracow, based on Central Minerals interpretation
Figure 7: Chromitite – Boyne South Prospect
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Annual Report 2009 D’Aguilar Gold Limited
Figure 8: Ridge Exploration Tenements and Project Areas – South East Queensland
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Figure 9: Ridge Exploration – Location of Cadarga and Monogorilby Project Areas
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D’Aguilar Gold Limited Annual Report 2009
that the Cracow-Theodore area is structurally analogous to Rannes. Central Minerals believes that both the Rannes and Cracow gold districts will extend in to the Bowen Basin.
Further north, follow up work at the Stanwell Project area has located new mineralised porphyry veins and breccias in the Bowen Basin sediments, as well as epithermal vein material in volcanics. A new Exploration Permit for Minerals has been lodged over the area east of the historic Stanwell goldfield.
In the far north of the Central Minerals tenement areas, soil surveys and geological work has continued in the Clermont Project area. Large new soil gold targets have emerged at Mutation and Niagara North (see Figure 14). A new Exploration Permit for Minerals has been lodged to cover extensions to the Mutation prospect with widespread gold anomalies east of the old Belyando mine area.
The location of all Central Minerals exploration tenements and project areas is shown in the following Figure 15.
DEvELOPING PROJECT AREAS
The Bathurst Project Area (Figure 16) 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. 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. The drilling program planned for late 2008 was postponed following the onset of the global financial crisis however is scheduled to be undertaken prior to Christmas this year.
During the year D’Aguilar Gold completed a 500 metre NQ Diamond Core hole BARD 1 at the Oaky Creek Prospect near Gayndah in South East Queensland. The hole intercepted complex multiple stage sulphide mineralisation for the entire 500 metre length, and while subsequent assays did not reveal any economic intersections of base and precious metals, the shear length of the intercept which is still open at depth indicates the potential for a highly prospective and large system at Oaky Creek. Further, the hole was collared in a breccia intrusive similar to those that host major gold deposits at Kidston, Mt Leyshon and Mt Wright in northern Queensland, as well as Mt Rawdon 50km north of Gayndah in southern Queensland.
The location of the Oaky Creek prospect within the Gayndah Project area is shown in Figure 17. The location of the hole BARD 1 relative to the initial three (3) shallow scout reverse circulation drill holes and the simplified surface geology and mineralised zones is shown in Figure 18.
Hole BARD 1 was positioned to investigate increasing gold grades at the base of the Reverse Circulation drill hole BAR
Figure 10: Area extent of the Cadarga Iron Prospect
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Annual Report 2009 D’Aguilar Gold Limited
Figure 11: Monogorilby Titanium Dioxide Prospect
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Figure 12: The Extensive Cooper Prospect in the Northwest of the Rannes Central Project Area
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D’Aguilar Gold Limited Annual Report 2009
1 drilled in late 2007. BAR 1 recorded a number of lead, zinc and silver intercepts but from 94–97 metres (end of hole) recorded 0.7g/t gold without any increase in base metals. This was interpreted as indicating that a new gold mineralised zone was nearby, deeper within the breccia pipe.
Hole BARD 1 intercepted a number of mineralisation phases not previously seen within the well preserved “Barlyne Volcano” at Oaky Creek. Below 100 metres, fine boiling level quartz carbonate replacement veins persisted for about 100 metres, and several cross cutting phases of base metal veins and disseminations continued to the end of the hole. Clay alteration and arsenopyrite-sphaleritegalena mineralisation appeared below 300 metres.
The breccia pipe margin was not encountered, and the full extent of this highly prospective body is still unknown.
No follow-up drilling at Oaky Creek occurred during the year, however a further diamond core hole is planned during FY2010.
COMPETENT PERSONS STATEMENT
The information herein that relates to Exploration Results 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 a Director of D’Aguilar Gold Ltd’s subsidiaries).
Mr Mather has more than five years 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). This public report is issued with the prior written consent of the Competent Person(s) as to the form and context in which it appears.
Following reinterpretation of previous exploration data by earlier explorers, D’Aguilar believes it has identified walk up drilling targets for an initial reconnaissance program for copper-gold at Cressbrook near Toowoomba in Queensland. Native Title access issues have been resolved, and initial drilling is planned for early in 2010.
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 troy ounce (oz) = 31.103477 grams (gm) 1 pound (lb) = 453.5924 grams (gm)
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Prices (US$) Price (US$)
Metal July 2008 Units per gram Ratio
outlook (gm)
Mo $33.00 /lb $0.073/gm 1.00
/troy
Ag $17.30 $0.556/gm 7.61
ounce
Cu $3.70 /lb $0.008/gm 0.109
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*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 testwork results to date. Recoveries may change as testwork 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 + 7.61 x Ag + 0.109 x Cu
Figure 13: Schematic Model of Rannes Project Mineralisation Showing Gold and Silver Zonation
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Annual Report 2009 D’Aguilar Gold Limited
Figure 14: Clermont Project Area – Mutation Prospect Soil Gold Geochemistry
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Figure 15: Central Minerals Exploration Tenements and Project Areas
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D’Aguilar Gold Limited Annual Report 2009
Figure 16: EL 6652, 16km South of Bathurst, NSW
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Figure 17: Location of Oaky Creek Prospect Within the Gayndah Project Area
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Annual Report 2009 D’Aguilar Gold Limited
Figure 18: Location of Hole BARD 1 and Earlier RC Drill Holes BAR 1–3 on Simplified Geology
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D’Aguilar Gold Limited Annual Report 2009
DIreCtors’ report
Your Directors submit their report for the year ended 30 June 2009.
-
Gloucester Coal Ltd (from 6 April 2004 to 30 June 2009)
-
Dynasty Metals Limited* (from 1 August 2009)
Directors
The following persons were Directors of D’Aguilar Gold Ltd during the financial year and up to the date of this report, unless otherwise stated:
Ian Levy Nicholas Mather Brian Moller Vincent Mascolo
IAN LEvY
BSc (Hons) (ANU) MSc (Dist) (London) and Diploma of Imperial College (Royal School of Mines)
*denotes current directorship
Mr Levy is a member of the Remuneration and Nomination Committee and joined the Audit and Risk Management Committee on 2 July 2007.
NICHOLAS MATHER
BSc (Hons, Geol) (Univ. QLD) MAusIMM
(Managing Director)
Mr Mather has 28 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.
(Non-Executive Chairman)
Mr Levy was appointed as a Non-Executive Director on 12 February 2003 and subsequently appointed as NonExecutive 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:
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 ASX during August 2008, and a Non-Executive Director of ASXlisted Bow Energy Ltd.
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
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Annual Report 2009 D’Aguilar Gold Limited
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, WCB Capital Ltd which is listed in Canada on the TSX-V, 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)
* denotes current directorship
Mr Moller is a member of the Audit and Risk Management Committee and the Remuneration and Nomination Committee.
vINCENT MASCOLO
BEng Mining (Univ. Wollongong), MAusIMM, MEI Aust
(Non-Executive 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.
Company Secretary
Mr Karl Schlobohm was appointed as the Company Secretary on 14 April 2009 and has remained in office until the date of this report.
KARL SCHLOBOHM
B. Com, B. Econ, M.Tax, CA, AICD.
(Company Secretary and Chief Financial Officer)
Karl Schlobohm has over 20 years experience in the accounting profession across a wide range of businesses and industries. He has been contracted into CFO roles with ASX-listed resource companies Discovery Metals Limited and Meridian Minerals Limited, and has also held the position of Company Secretary with ASX-listed Linc Energy Limited, Agenix Limited, Discovery Metals Limited and Global Seafood Australia Limited.
Mr Schlobohm is also contracted to act as the Company Secretary/CFO of the AIM-listed Solomon Gold plc.
Previous Company Secretaries during year
Mr Duncan Cornish – 1 July 2007 to 3 November 2008 Mr Kevin Nagle – 3 November 2008 to 13 March 2009 Mr Greg Runge – 13 March 2009 to 14 April 2009
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:
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Unlisted $0.275 options
Ordinary
exercisable on or before
Shares
30 June 2011
Nicholas Mather 9,859,253 2,000,000
Ian Levy 1,056,171 500,000
Brian Moller 1,157,251 500,000
Vincent Mascolo 2,263,295 500,000
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Principal activities
The principal activity of the Company during the financial year was mineral exploration. There were no significant changes in
18
D’Aguilar Gold Limited Annual Report 2009
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.
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.
Options
On 31 July 2008, 400,000 unlisted options were exercised at a price of 12.7 cents.
On 31 July 2008, 2,000,000 unlisted options with a strike price of 12.7 cents expired without being exercised.
On 30 September 2008, 16,664,598 unlisted options with a strike price of 19.7 cents expired without being exercised.
On 19 June 2009, 3,000,000 unlisted options were issued with strike prices ranging from 9 cents to 15 cents as part of the remuneration of the Company Secretary/CFO.
On 30 June 2009, 1,000,000 unlisted options with strike prices ranging from 12.7 cents to 25 cents expired without having been exercised.
Position at 30 June 2009
Review of financial condition
CAPITAL STRUCTURE
Ordinary Shares
On 31 July 2008, 400,000 ordinary shares were issued as a result of an exercise of options at 12.7 cents per share.
On 9 October 2008, 336,000 ordinary shares were issued as employee remuneration at a price of $0.0714 per share.
On 14 November 2008, 8,390,000 ordinary shares were issued at a price of $0.05 per share pursuant to a private placement.
On 3 December 2008, 2,800,000 ordinary shares were issued to Directors at a price of $0.05 per share pursuant to a placement approved by shareholders at the 2008 AGM.
On 7 April 2009, 13,600,000 ordinary shares were issued at a price of $0.035 per share pursuant to a private placement.
On 7 May 2009, 10,000,000 ordinary shares were issued at a price of $0.05 per share as a result of the conversion of a convertible debt instrument.
On 1 June 2009, 583,100 ordinary shares were issued at a price of $0.05 per share as a result of the conversion of a convertible debt instrument.
On 1 June 2009, 34,841,228 ordinary shares were issued at a price of $0.035 per share as a result of the conversion of convertible debt instruments.
On 19 June 2009, 18,785,685 ordinary shares were issued at a price of $0.035 per share as a result of a Shareholder Share Purchase Plan.
At 30 June 2009, the Company had 235,380,766 ordinary shares 3,500,000 unlisted options (27.5c @ 30/6/11), 300,000 unlisted options (22.0c @ 30/6/11) and 3,000,000 (9c, 12c and 15c @ 30 April 2011) on issue.
Subsequent to 30 June 2009
On 1 September 2009, 4,257,141 ordinary shares were issued at a price of $0.035 pursuant to a private placement.
On 7 September 2009, 5,000,000 ordinary shares were issued at a price of $0.035 pursuant to a private placement.
Position at the date of this report
At the date of this report, the Company had 244,637,907 ordinary shares, 3,500,000 unlisted options (27.5c @ 30/6/11), 300,000 unlisted options (22.0c @ 30/6/11) and 3,000,000 (9c, 12c and 15c @ 30 April 2011) on issue.
FINANCIAL POSITION
The net assets of the consolidated entity have increased by $5,005,206 from $10,937,424 as at 30 June 2008 to $15,942,630 as at 30 June 2009. This increase has largely resulted from the following factors:
-
A gain booked on the deconsolidation of the now ASXlisted Mt Isa Metals Ltd;
-
An uplift in the market value of the group’s investment holding in the London AIM-listed Solomon Gold plc;
-
Proceeds from share issue raisings which has largely been directed on the Company’s (capitalised) exploration expenditure, partly offset by;
-
Operating losses.
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Annual Report 2009 D’Aguilar Gold Limited
The group’s working capital, being current assets less current liabilities, has decreased from $1,353,862 in 2008 to $(1,013,376) in 2009.
During the past year the group has continued investing in its 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 2009, the consolidated profit/ (loss) for the economic entity after providing for income tax and before minority interests was $1,518,648 (2008: loss of $3,265,894).
Significant changes in the state of affairs
There have been no significant changes in the state of affairs of the Company, other than those noted below.
As at 30 June 2009, the Company held $366,825 in funds (net of costs) received pursuant to written placement agreements from investors for the subscription of fully paid ordinary shares. These funds were part of a placement which ultimately raised a total of $400,000 before costs. The shares were issued on 14 July 2009.
Ridge Exploration Pty Ltd
On 18 November 2008 Ridge Exploration undertook a “scrip for scrip” takeover of Eastern Uranium. As a result, Eastern Uranium became a 100% subsidiary of Ridge Exploration, and the seed investors that held shares in Eastern Uranium became minority shareholders in Ridge Exploration, with D’Aguilar Gold’s ownership diluting to 86%.
Eastern Uranium Pty Ltd
On 18 November 2008 Ridge Exploration undertook a “scrip for scrip” takeover of Eastern Uranium. As a result, Eastern Uranium became a 100% subsidiary of Ridge Exploration, and the seed investors that held shares in Eastern Uranium became minority shareholders in Ridge Exploration.
AusNiCo Ltd
Pursuant to a capital raising offered to existing seed investors in late 2008 and early 2009, the Company allotted and issued 2,160,000 shares at 12.5 cents per share ($270,000) to Justevian Pty Ltd ATF Justevian Superannuation Fund, a related party of Director Ian Levy. This issue was completed on 26 February 2009.
On 3 September 2009, D’Aguilar Gold announced its agreement to merge AusNiCo with the TSX-V-listed Lionsgate Metals Inc. Under the terms of the merger, Lionsgate will acquire the 90,160,000 ordinary shares and 22,000,000 options on issue in AusNiCo in return for 10,000,000 ordinary Lionsgate shares and 3,000,000 CDN$1.10 Lionsgate 5 year warrants.
Mt Isa Metals Ltd
CHANGES IN CONTROLLED ENTITIES
Anduramba Molybdenum Pty Ltd
Anduramba Molybdenum’s exploration and project development phase had previously been funded by a number of private investors via convertible debt instruments. During the year, the loan instruments were converted into equity in parent company D’Aguilar Gold, and fellow subsidiary Central Minerals.
Central Minerals Pty Ltd
On 30 April 2009, Central Minerals issued 3,250,000 shares in consideration of certain convertible debt instruments held by a fellow subsidiary, Anduramba Molybdenum at the request of the instrument holder. The share issuance has been recorded as a distribution to parent entity, D’Aguilar Gold, who carry the corresponding investment in Anduramba Molybdenum.
On 22 August 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 to the underwriter.
At the date of this report D’Aguilar holds a 48.19% interest in Mt Isa Metals Ltd.
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D’Aguilar Gold Limited Annual Report 2009
Significant events after balance date
D’AGUILAR GOLD PLACEMENT
On 31 July 2009 the Company announced a share placement to raise $1.5 million. Entities associated with the Managing Director, Mr Nicholas Mather, have agreed to provide the majority of funds under the placement. A shareholder meeting has been called for 30 September 2009 for the placement to Mr Mather to be approved.
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
AUSNICO LTD
On 3 September 2009, D’Aguilar Gold announced its agreement to merge AusNiCo with the TSX-V-listed Lionsgate Metals Inc. Under the terms of the merger, Lionsgate will acquire the 90,160,000 ordinary shares and 22,000,000 options on issue in AusNiCo in return for 10,000,000 ordinary Lionsgate shares and 3,000,000 CDN$1.10 Lionsgate 5 year warrants.
CENTRAL MINERALS PTY LTD
As at 30 June 2009, the Company held $366,825 in funds (net of costs) received pursuant to written placement agreements from investors for the subscription of fully paid ordinary shares. These funds were part of a placement which ultimately raised a total of $400,000 before costs. The shares were issued on 14 July 2009.
There have been no other events since the end of the financial year that impact upon the financial report as at 30 June 2009.
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
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 the 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 the Executive Director 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
21
Annual Report 2009 D’Aguilar Gold Limited
for determining the nature and amount of emoluments of Board members of the Company is as follows:
The Constitution of the Company provides that the NonExecutive Directors are entitled to remuneration as determined by the Company in a 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 are entitled to be reimbursed for properly incurred expenses.
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 NonExecutive Directors. A Non-Executive Director is entitled to be paid travelling and other expenses properly incurred by them in attending Directors’ or general meetings of the Company or otherwise in connection with the business of the Company.
The remuneration of any Executive Director may from time to time be fixed by the Directors. The remuneration may be by way of salary or commission or participation in profits but may not be by commission on, or a percentage of, operating revenue.
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 2009 is detailed in this Remuneration Report.
EXECUTIvE DIRECTOR AND SENIOR MANAGEMENT REMUNERATION
The Company aims to reward the Executive Director and Senior Management with a level and mix of remuneration commensurate with their position and responsibilities within the Company and so as to:
-
Reward Executives for company and individual performance against targets set by reference to appropriate benchmarks;
-
Align the interests of Executives with those of shareholders;
-
Link reward with the strategic goals and performance of the Company; and
-
Ensure total remuneration is competitive by market standards.
The remuneration of the Executive Director 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.
All Directors and Executives 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 Executive Director and Senior Management for the year ending 30 June 2009 is detailed in 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 21 August 2003. The following table shows the share price at the end of the financial year for the Company for the last five years:
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2005 2006 2007 2008 2009
Share price $0.08 $0.05 $0.40 $0.13 $0.04
at year end
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During the year ended 30 June 2009 the market price of the Company’s ordinary shares ranged from a low of $0.03 to a high of $0.14.
There were no dividends paid during the year ended 30 June 2009.
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.
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.
The current employment agreements with the managing Director and the company secretary have three month notice periods. All other employment agreements have one month (or less) notice periods. No current employment contracts contain
22
D’Aguilar Gold Limited Annual Report 2009
early termination clauses. The terms of appointment for NonExecutive Directors are set out in letters of appointment.
Key management personnel are entitled to their statutory entitlements of accrued annual leave and long service leave together with any superannuation on termination. No other termination payments are payable.
Managing Director
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 months written notice;
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Event Company Policy
Payouts upon resignation or None
termination, outside industrial
regulations (i.e. ‘golden
handshakes’)
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(a) Details of Directors and Key Management Personnel
(i) Directors
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Nicholas Mather Managing Director
Ian Levy Director (Non-Executive)
Brian Moller Director (Non-Executive)
Vincent Mascolo Director (Non-Executive)
Stephen Roberts AusNiCo Director (Non-Executive)
– appointed 25 August 2008,
resigned 21 January 2009
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(ii) Key Management Personnel
-
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.
Senior Management
Employment contracts entered into with Senior Management contain the following key terms:
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----- Start of picture text -----
Greg Runge General Manager
Karl Schlobohm Company Secretary and Chief
Financial Officer (from 14 April 2009)
Duncan Cornish Company Secretary and
Chief Financial Officer
(to 3 November 2008)
Kevin Nagle Company Secretary and Chief
Financial Officer (from 3 November
2008 to 13 March 2009)
Neil Wilkins Exploration Manager
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Event Company Policy
Performance based salary increases Board discretion
and/or bonuses
Short and long-term incentives, Board discretion
such as options
Resignation/notice period 1–3 months
Serious misconduct Company may
terminate at any time
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Annual Report 2009 D’Aguilar Gold Limited
(b) Remuneration of Directors and Key Management Personnel
The Key Management Personnel are also the five most highly paid Executive officers of the consolidated entity for the year ended 30 June 2009.
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Short-term benefits EmpPost loyment Share Based Payments Equity Settled
%
Salary & Fees Insurance Options Total Consisting
Salary & for Executive Super- (Including
Shares of Options
Fees Roles in annuation in
Subsidiaries Subsidiary)
Directors
Nicholas Mather
2009 199,413 - 3,551 - 47,347 - 250,311 19%
2008 183,138 - 3,800 - 281,898 - 468,836 60%
Ian Levy
2009 50,000 66,173 3,551 - - - 119,724 -
2008 41,667 313,796 3,800 - 70,475 - 429,738 16%
Brian Moller
2009 40,000 - 3,551 - 47,347 - 90,898 52%
2008 35,246 - 3,800 - 70,475 - 109,521 64%
Vincent Mascolo
2009 40,000 108,499 3,551 12,297 47,347 - 170,028 22%
2008 31,667 71,254 3,800 - 70,475 - 177,196 40%
Stephen Roberts [1]
2009 - - - - 47,347 - 47,347 100%
2008 - - - - - - - -
Total Remuneration: Directors
2009 329,413 174,672 14,204 12,297 189,388 - 719,973 26%
2008 291,718 385,050 17,048 - 493,323 - 1,185,291 42%
Executives – Key Management Personnel
Greg Runge
2009 165,138 - 6,438 14,862 - - 186,438 -
2008 148,201 - 9,574 13,338 - - 171,113 -
Karl Schlobohm [2]
2009 19,000 - 1,136 - 5,319 - 25,455 21%
2008 - - - - - - - -
Neil Wilkins
2009 130,200 - - - - - 130,200 -
2008 134,100 - - - - - 134,100 -
Duncan Cornish [3]
2009 28,750 - 959 - - 24,000 53,709 -
2008 132,262 - 3,800 - 70,475 - 206,537 34%
Kevin Nagle [4]
2009 75,012 - 1,456 6,336 - - 82,804 -
2008 - - - - - - - -
Total Remuneration: Key Management Personnel
2009 418,100 - 9,989 21,198 5,319 2,400 478,606 6%
2008 414,563 - 13,374 13,338 70,475 - 511,750 14%
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1. Stephen Roberts was a Non-Executive Director of D’Aguilar Gold subsidiary AusNiCo Limited for the period 25 August 2009 to 21 January 2009.
2. Karl Schlobohm was appointed as CFO/Company Secretary on 14 April 2009.
3. Duncan Cornish was the CFO/Company Secretary from 1 July 2007 to 3 November 2008.
4. Kevin Nagle was the CFO/Company Secretary from 3 November 2008 to 13 March 2009.
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D’Aguilar Gold Limited Annual Report 2009
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 that have been given a high level of importance in relation to the future growth of the consolidated group.
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 2009
Options are issued to Directors and Executives as part of their remuneration. The options are not issued based on performance criteria, but are issued to the majority of Directors and Executives of D’Aguilar Gold Ltd to align comparative shareholder return and reward for Directors and Executives.
(c) Options granted as remuneration
During the year ended 30 June 2009, 3,000,000 options were granted as remuneration to the CFO/Company Secretary.
The Company uses employee continuity of service and the future share price to align comparative shareholder return and reward for Executives.
Details of all options on issue at 30 June 2009 issued to Directors and key management personnel as remuneration are detailed in the table below.
All options issued as part of remuneration for the year ended 30 June 2009 were granted for nil consideration.
Once vested, options can be exercised at any time up to the expiry date. None of the above options were forfeited during the year ended 30 June 2009. 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 Executives of D’Aguilar Gold to align comparative shareholder return and reward for Directors and Executives.
(d) Shares issued on exercise of remuneration options
There were 400,000 options exercised during the year that were previously granted as remuneration (300,000 in 2008).
END OF REMUNERATION REPORT
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Value Per
Exercised Exercised
D’Aguilar Grant Exercise Expiry Number Option Balance
Grant Date Vest Date in Current in Prior
Gold Ltd Number Price Date Vested at Grant at 30/6/09
Year Years
Date ($)#
Directors
Nicholas Mather 29/11/2007 2,000,000 $0.275 30/6/2011 29/11/2007 2,000,000 $0.1409 - - 2,000,000
Ian Levy 29/11/2007 500,000 $0.275 30/6/2011 29/11/2007 500,000 $0.1409 - - 500,000
Brian Moller 29/11/2007 500,000 $0.275 30/6/2011 29/11/2007 500,000 $0.1409 - - 500,000
Vincent Mascolo 29/11/2007 500,000 $0.275 30/6/2011 29/11/2007 500,000 $0.1409 - - 500,000
Key Management Personnel
Karl Schlobohm 19/6/2009 1,000,000 $0.09 30/4/2011 14/10/2009 - $0.0173 - - 1,000,000
Karl Schlobohm 19/6/2009 1,000,000 $0.12 30/4/2011 14/10/2009 - $0.0150 - - 1,000,000
Karl Schlobohm 19/6/2009 1,000,000 $0.15 30/4/2011 14/10/2009 - $0.0133 - - 1,000,000
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Value Per
Exercised Exercised Balance
Grant Exercise Expiry Number Option
AusNiCo Ltd Grant Date Vest Date in Current in Prior at
Number Price Date Vested at Grant
Year Years 30/6/09
Date ($)#
Directors
Nicholas Mather 5/12/2008 500,000 $0.30 5/12/2013 5/12/2008 500,000 $0.095 - - 500,000
Brian Moller 5/12/2008 500,000 $0.30 5/12/2013 5/12/2008 500,000 $0.095 - - 500,000
Vincent Mascolo 5/12/2008 500,000 $0.30 5/12/2013 5/12/2008 500,000 $0.095 - - 500,000
Stephen Roberts 5/12/2008 500,000 $0.30 5/12/2013 5/12/2008 500,000 $0.095 - - 500,000
----- End of picture text -----
# 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.
25
Annual Report 2009 D’Aguilar Gold Limited
Directors’ meetings
The number of meetings of Directors held during the period and the number of meetings attended by each Director were as follows:
==> picture [512 x 129] intentionally omitted <==
----- Start of picture text -----
Audit & Risk Management Remuneration & Nomination
Board
Committee Committee
Number of Number of Number of
Meetings Meetings Meetings
meetings held meetings held meetings held
while in office attended while in office attended while in office attended
Nicholas Mather 11 11 n/a n/a n/a n/a
Ian Levy 11 11 2 2 - -
Brian Moller 11 10 2 2 - -
Vincent Mascolo 11 11 2 2 - -
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There was a total of 11 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.
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 of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.
Share options
As at 30 June 2009, there were 6,800,000 unissued ordinary shares of D’Aguilar Gold Ltd under options as follows:
-
3,500,000 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.
-
1,000,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 9 cents. The options expire 30 April 2011.
-
1,000,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 12 cents. The options expire 30 April 2011.
-
1,000,000 unlisted options to take up one ordinary share in D’Aguilar Gold Ltd at an issue price of 15 cents. The options expire 30 April 2011.
As at 30 June 2009, there were 22,000,000 unissued ordinary shares of AusNiCo Ltd under options as follows:
-
20,000,000 unlisted options to take up one ordinary share in AusNiCo Ltd (issued to D’Aguilar Gold) at an issue price of 30 cents. The options expire 5 December 2013.
-
2,000,000 unlisted options to take up one ordinary share in AusNiCo Ltd (issued to AusNiCo Directors) at an issue price of 30 cents. The options expire 5 December 2013.
26
D’Aguilar Gold Limited Annual Report 2009
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 nonaudit 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: $23,150
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 33.
Auditor’s independence declaration
The Auditor’s Independence Declaration forms part of the Directors’ Report and can be found on page 28.
Signed in accordance with a resolution of the Directors.
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Nicholas Mather Director
Brisbane Date: 29 September 2009
27
Annual Report 2009 D’Aguilar Gold Limited
==> picture [523 x 699] intentionally omitted <==
28
D’Aguilar Gold Limited Annual Report 2009
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 7 October 2009.
(A) DISTRIBUTION OF EqUITY SECURITIES
The number of holders, by size of holding, in each class of security in D’Aguilar Gold Ltd is:
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----- Start of picture text -----
Unlisted $0.275 options exercisable on or
Ordinary shares
before 30 June 2011
Number of holders Number of shares Number of holders Number of options
1–1,000 191 15,493 - -
1,001–5,000 329 1,063,038 - -
5,001–10,000 342 3,062,505 - -
10,001–50,000 628 16,345,820 - -
50,001–100,000 162 12,848,457
100,001 and over 330 246,045,452 4 3,500,000
Total 1,982 279,380,765 4 3,500,000
Unlisted $0.22 options exercisable on or before 30 June 2011
Number of holders Number of shares
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
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----- Start of picture text -----
Unlisted $0.09 options Unlisted $0.12 options Unlisted $0.15 options
exercisable on or before exercisable on or before exercisable on or before
30 April 2011 30 April 2011
30 April 2011 Number of Number of Number of Number of Number of
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 1,000,000 1 1,000,000 1 1,000,000
Total 1 1,000,000 1 1,000,000 1 1,000,000
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The number of shareholders holding less than a marketable parcel of shares is 586 (holding a total of 1,489,332 ordinary shares).
shareholDer InformatIon
(B) TwENTY LARGEST HOLDERS
The names of the twenty largest holders, in each class of quoted security in D’Aguilar Gold Ltd are:
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----- Start of picture text -----
Ordinary shares:
1 Indium Investments Pty Ltd 33,285,714 11.91%
2 Nicholas & Judith Mather 30,600,000 10.95%
3 Tenstar Trading Limited 26,076,670 9.33%
4 Dr Leon Eugene Pretorius 9,095,454 3.26%
5 Laguna Bay Capital Pty Ltd 6,118,717 2.19%
6 Samuel Capital Pty Ltd 5,200,584 1.86%
7 BT Portfolio Services Limited 5,000,000 1.79%
8 Samuel Holdings Pty Ltd 4,370,123 1.56%
9 Prepet Pty Ltd 2,715,451 0.97%
10 Pinegold Pty Ltd 2,625,644 0.94%
11 Merrill Lynch (Australia) Nominees Limited 2,490,000 0.89%
12 Hayes Property Corporation Pty Ltd 2,356,231 0.84%
13 Laskho Pty Ltd 2,351,420 0.84%
14 Mr Vincent David Mascolo 2,263,295 0.81%
15 Mr Guy Lance Jones 2,228,571 0.80%
16 Fortunato Pty Ltd 2,214,286 0.79%
17 Ascry Pty Ltd 2,171,168 0.78%
18 Angora Lane Pty Ltd 1,928,572 0.69%
19 Mirrup Pty Ltd 1,679,501 0.60%
20 Mr Rodney Lawrence Bray & Mrs Noelene Patricia Bray 1,600,000 0.57%
Top 20 122,924,489 52.39%
Total 279,380,765 100.00%
----- End of picture text -----*
*Each of these shareholders has more than one shareholding and these shareholdings have been merged for the purposes of this table.
(C) SUBSTANTIAL SHAREHOLDERS
The following shareholders have notified the Company in accordance with section 671B of the Corporations Act 2001
==> picture [513 x 54] intentionally omitted <==
----- Start of picture text -----
Name Number of Shares %
Nicholas Mather 40,459,253 14.48%
Indium Investments Pty Ltd 33,285,714 11.91%
Tenstar Trading Limited 26,076,670 9.33%
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(D) vOTING RIGHTS
All ordinary shares carry one vote per share without restriction.
(E) RESTRICTED SECURITIES
The Company’s largest shareholder, Indium Investments Pty Ltd, has agreed to a voluntary restriction on their shares until 1 June 2011.
Accordingly, as at the date of this report, there were 33,285,714 shares subject to a voluntary restriction agreement. There were no shares subject to ASX restriction.
30
D’Aguilar Gold Limited Annual Report 2009
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 2009:
==> picture [512 x 561] intentionally omitted <==
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Registered %
Tenure Type, Name and Number Current Holder Date of Expiry
Interest of Holder
EL 6652 Cow Flat D’Aguilar Gold Ltd 100% 19/10/2010
EPM 13359 Kilkivan North AusNiCo Limited 100% 3/1/2009 [1]
EPM 13360 Kilkivan East AusNiCo Limited 100% 5/2/2009 [1]
EPM 13361 Kilkivan West Navaho Mining Pty Ltd 100% 5/2/2009 [1]
EPM 14372 Tableland AusNiCo Limited 100% 24/1/2010 [1]
EPM 14560 Mount Kandanga AusNiCo Limited 100% 13/9/2010
EPM 14666 Anduramba Anduramba Molybdenum 100% 27/10/2009 [1]
Pty Ltd
EPM 14881 Dovedale D’Aguilar Gold Ltd 100% 3/3/2010
EPM 15134 Gayndah D’Aguilar Gold Ltd 100% 29/9/2010
EPM 15238 Manumbar D’Aguilar Gold Ltd 100% 13/12/2012
EPM 15405 Cressbrook Creek D’Aguilar Gold Ltd 100% 5/10/2011
EPM 15457 Poperima Creek AusNiCo Limited 100% 12/7/2011
EPM 15779 Cooper Central Minerals Pty Ltd 100% 20/12/2009 [1]
EPM 15803 Cooper Extended Central Minerals Pty Ltd 100% 28/01/2010 [1]
EPM 15842 Glenmore Central Minerals Pty Ltd 100% 2/01/2010 [1]
EPM 16077 Boyne River AusNiCo Limited 100% 11/03/2013
EPM 16212 Southern Cross Central Minerals Pty Ltd 100% 11/06/2013
EPM 16259 Cadarga Eastern Exploration Pty Ltd 100% 22/08/2012
EPM 16260 Cadarga 2 Eastern Exploration Pty Ltd 100% 11/06/2013
EPM 16261 Cadarga 1 Eastern Exploration Pty Ltd 100% 27/05/2013
EPM 16420 Dee Valley Central Minerals Pty Ltd 100% 20/09/2012
EPMA 16854 Dawson Valley North Ridge Exploration Pty Ltd 100% Under Application
EPM 16856 Gayndah South Ridge Exploration Pty Ltd 100% 16/4/2010
EPMA 16857 Belington Ridge Exploration Pty Ltd 100% Under Application
EPMA 16859 Dawson Valley South Ridge Exploration Pty Ltd 100% Under Application
EPM 16958 Middlemount Ridge Exploration Pty Ltd 100% 10/4/2010
EPMA 16959 Duaringa Ridge Exploration Pty Ltd 100% Under Application
EPM 16985 Widgee South AusNiCo Limited 100% 12/3/2011
EPMA 16989 Denham Range D’Aguilar Gold Ltd 100% Under Application
EPM 17042 Station Creek AusNiCo Limited 100% 10/3/2010
EPM 17072 Banana Central Central Minerals Pty Ltd 100% 19/1/2014
EPM 17079 Banana North Central Minerals Pty Ltd 100% 19/1/2014
EPM 17239 Miclere North Central Minerals Pty Ltd 100% 15/5/2013
EPMA 17450 Stanwell Central Minerals Pty Ltd 100% Under Application
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31
Annual Report 2009 D’Aguilar Gold Limited
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----- Start of picture text -----
Registered %
Tenure Type, Name and Number Current Holder Date of Expiry
Interest of Holder
EPMA 17492 Auburn Central Minerals Pty Ltd 100% Under Application
EPMA 17580 Burnwood Ridge Exploration Pty Ltd 100% Under Application
EPM 17611 Green Rock AusNiCo Limited 100% 2/7/2011
EPMA 17640 Grosvenor Creek Ridge Exploration Pty Ltd 100% Under Application
EPM 17664 Fitzroy North Central Minerals Pty Ltd 100% 2/7/2011
EPM 17665 Fitzroy South Central Minerals Pty Ltd 100% 8/4/2011
EPM 17721 Marlborough North AusNiCo Limited 100% 6/4/2011
EPM 17722 Princhester AusNiCo Limited 100% 7/4/2011
EPMA 17768 Marlborough South AusNiCo Limited 100% Under Application
EPMA 17817 Mt Slopea AusNiCo Limited 100% Under Application
EPMA 17818 Messmate Mountain AusNiCo Limited 100% Under Application
EPMA 17881 Grosvenor 3 Ridge Exploration Pty Ltd 100% Under Application
EPMA 17887 Don River Central Minerals Pty Ltd 100% Under Application
EPMA 17926 Reedy Creek Ridge Exploration Pty Ltd 100% Under Application
EPMA 17927 Forest Hills Ridge Exploration Pty Ltd 100% Under Application
EPMA 17929 Coorada Ridge Exploration Pty Ltd 100% Under Application
EPMA 17937 Goovigen Central Minerals Pty Ltd 100% Under Application
EPMA 18032 Cracow West Central Minerals Pty Ltd 100% Under Application
EPMA 18035 Tim Shay Central Minerals Pty Ltd 100% Under Application
EPMA 18037 Coorada South Ridge Exploration Pty Ltd 100% Under Application
EPMA 18087 Alexander Creek D’Aguilar Gold Ltd 100% Under Application
EPMA 18107 Kandanga Gap AusNiCo Limited 100% Under Application
EPMA 18108 Brovinia Ridge Exploration Pty Ltd 100% Under Application
EPMA 18170 Native Cat Range Central Minerals Pty Ltd 100% Under Application
EPMA 18186 Mazeppa Creek Central Minerals Pty Ltd 100% Under Application
EPMA 18225 Police Camp Creek Central Minerals Pty Ltd 100% Under Application
MDL 376 Anduramba Molybdenum Anduramba Molybdenum 100% 30/6/2013
Pty Ltd
MDL 409 Daddamarine D’Aguilar Gold Ltd 100% Under Application
ML 3678 United Reefs Gold Mine D’Aguilar Gold Ltd 100% 31/5/2022
(Shamrock)
ML 3732 Jimmy Scrub D’Aguilar Gold Ltd 100% 31/1/2010
ML 3741 Shamrock Extended D’Aguilar Gold Ltd 100% 30/9/2009 [1]
ML 3748 Black Shamrock D’Aguilar Gold Ltd 100% 28/2/2013
ML 3749 North Chinaman D’Aguilar Gold Ltd 100% 31/7/2007 [1]
ML 3752 Shamrock Tailings D’Aguilar Gold Ltd 100% 31/1/2010
ML 3753 Shamrock Tailings Extended D’Aguilar Gold Ltd 100% 31/8/2013
ML 6622 Golden Spur D’Aguilar Gold Ltd 100% 31/7/2009 [1]
ML 50059 Manumbar D’Aguilar Gold Ltd 100% 31/12/2008 [1]
ML 50099 Manumbar Extended D’Aguilar Gold Ltd 100% 31/8/2013
ML 50148 Tableland D’Aguilar Gold Ltd 100% 30/4/2014
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Note:
1. Renewal Applications have been lodged in respect of these Exploration Permits and Mining Leases.
32
D’Aguilar Gold Limited Annual Report 2009
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 are as follows:
==> picture [249 x 209] intentionally omitted <==
----- Start of picture text -----
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
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A copy of the eight Corporate Governance Principles and Recommendations can be found on the ASX’s website at www.asx.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 2009, are set out below.
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 in office at the date of the Annual Report is included in the Directors’ Report. Corporate Governance
Council Recommendation 2.1 requires that a majority of the Board should be independent Directors. The Corporate Governance Council defines and 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 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 are considered to be independent:
==> picture [250 x 48] intentionally omitted <==
----- Start of picture text -----
Name Position
Ian Levy [1] Non-Executive Chairman
Vince Mascolo [2] Non-Executive Director
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Notes
1. Mr Levy was appointed Chief Executive Officer of AusNiCo Ltd for the period from 11 July 2007 to 31 December 2008, which is 80% owned by D’Aguilar Gold Ltd. His appointment may impact upon his actual or perceived independence as a Non-Executive Director of D’Aguilar Gold Ltd.
2. Mr Mascolo was appointed General Manager of Anduramba Molybdenum Pty Ltd for the period from 15 February 2008 to 5 December 2008, which is 100% owned by D’Aguilar Gold Ltd. His appointment may impact upon his actual or perceived independence as a Non-Executive Director of D’Aguilar Gold Ltd.
33
Annual Report 2009 D’Aguilar Gold Limited
In accordance with the Council’s definition of independence above, and the materiality thresholds set, the following Directors are not considered to be independent:
==> picture [248 x 107] intentionally omitted <==
----- Start of picture text -----
Name Position Reason for
non-compliance
Nicholas Executive Mr Mather is employed
Mather Director by the Company in an
Executive capacity
Brian Non-Executive Mr Moller is a principal
Moller Director of a material professional
advisor to the Company
----- End of picture text -----
For the whole of the current year, half of the Board were considered independent. 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 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:
==> picture [248 x 78] intentionally omitted <==
----- Start of picture text -----
Name
Term in office
Nicholas Mather 7 years, 11 months
Ian Levy 5 years, 7 months
Brian Moller 6 years, 1 month
Vincent Mascolo 5 years, 7 months
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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 predetermined 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.
For the whole of the year, the Remuneration and Nomination Committee comprised all three Non-Executive Directors.
During the financial year there was no cause for the Remuneration and Nomination Committee to meet.
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. All members of the audit committee are Non-Executive Directors.
The members of the Audit and Risk Management Committee for the whole of the year, and to the date of this report are as follows:
-
Vincent Mascolo (Chairman of Audit and Risk Management Committee)
-
Brian Moller
-
Ian Levy
Mr Levy was appointed Chief Executive Officer of AusNiCo Ltd, which is 80% owned by D’Aguilar Gold Ltd, for the period from 11 July 2007 to 31 December 2008. His appointment may impact upon his actual or perceived independence as a NonExecutive Director of D’Aguilar Gold Ltd.
Recommendation 4.2 requires that the composition of audit committees comprise a majority of independent Directors and that the committee have at least three members. At all times during the year ended 30 June 2009 and until the date of this report, the Company satisfied these requirements. (Also see notes 1 and 2 above).
For additional details of Directors’ attendance at Board and Audit and Risk Management Committee meetings and to
34
D’Aguilar Gold Limited Annual Report 2009
review the qualifications of the members of the Audit and Risk Management Committee, please refer to the Directors’ Report.
The audit and risk management Charter has been made publicly available on the Company’s website.
Risk Management
The Company has developed a basic framework for risk management and internal compliance and control systems which cover organisational, financial and operational aspects of the Company’s affairs. Further detail of the Company’s risk management policies can be found under the Role of the Audit and Risk Management Committee available as part of the Company’s Corporate Governance Policies (www.daguilar.com.au).
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.
As required by Recommendation 7.3, 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 the system is operating effectively in all material respects in relation to financial reporting risks.
Performance Evaluation
Board links the nature and amount of Executive Directors’ and officers’ 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 the Company.
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 the Company 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
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 2009. The Board intends to undertake formal evaluations during the current financial year against both measurable and quantitative indicators aligned with the financial and nonfinancial objectives of D’Aguilar Gold Ltd.
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 Directors and Key Executives fairly and appropriately with reference to relevant and employment market conditions. To assist in achieving this objective, the
35
Annual Report 2009 D’Aguilar Gold Limited
Crunchie Prospect sheeted vein set cut by later quartz breccia veins
FINANCIAL STATEMENTS
InCome statement for the year enDeD 30 june 2009
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----- Start of picture text -----
Economic Entity Parent Entity
Note 2009 2008 2009 2008
$ $ $ $
Revenue
Interest received 2 55,968 228,684 15,432 65,437
Gain on sale of non-current assets - 93,291 - 93,291
Unrealised gain on deconsolidation 2 8,894,852 - - -
Other revenue 410,434 243,422 2,954,314 243,070
Total Revenue 9,361,254 565,397 2,969,746 401,798
Expenses
Finance costs 3 (286,947) (202,500) (70,821) (52,500)
Employee benefits expenses (551,169) (1,575,637) (152,407) (672,930)
Depreciation and amortisation expenses (81,865) (122,939) (52,015) (64,047)
Legal expenses (92,334) (102,847) (80,070) (55,077)
Administration and consulting expenses (732,742) (1,096,835) (18,951) (39,565)
Debt forgiveness - - - (202,252)
Exploration written-off (1,857,173) (442,418) (605,067) (271,722)
Revaluation of investment (137,292) (84,187) (137,292) (84,187)
Share of loss of associate 14 (389,193) - - -
Impairment – investment in associate 14 (3,860,807) - - -
Other expenses (851,132) (203,928) (275,512) (160,421)
Total Expenses (8,840,654) (3,831,291) (1,392,135) (1,602,701)
Profit/(loss) before income tax expense 520,600 (3,265,894) 1,577,611 (1,200,903)
Income tax expense 4 - - - -
Profit/(loss) for the year 520,600 (3,265,894) 1,577,611 (1,200,903)
- -
Profit/(loss) attributable to minority (105,840) (196,490)
equity interest
Profit/(loss) attributable to members 626,440 (3,069,404) 1,577,611 (1,200,903)
of the parent entity
Overall Operations Cents Cents
Basic Earnings Per Share 8 0.3881 (2.1813)
Diluted Earnings Per Share 8 0.3881 (2.1813)
----- End of picture text -----
The Income Statement should be read in conjunction with the Notes to the Financial Statements.
38
D’Aguilar Gold Limited Annual Report 2009
BalanCe sheet as at 30 june 2009
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----- Start of picture text -----
Economic Entity Parent Entity
Note 2009 2008 2009 2008
$ $ $ $
Current assets
Cash and cash equivalents 9 666,289 3,077,052 494,814 461,073
Trade and other receivables 10 153,678 215,382 121,089 174,859
Financial assets 11 675,308 334,420 675,308 334,420
Other current assets 17 23,162 234,193 23,162 26,442
Total current assets 1,518,437 3,861,047 1,314,373 996,794
Non-current assets
Trade and other receivables 10 - 91,427 3,380,739 2,410,557
Financial assets 11 644,229 678,588 550,114 481,972
Investments in subsidiaries 12 - - 4,496,793 204,309
Investment in associated company 14 5,750,000 - 5,750,000 -
Property, plant and equipment 15 612,573 635,554 488,152 517,003
Exploration and evaluation expenditure 16 9,264,505 8,830,170 1,963,431 2,194,569
Total non-current assets 16,271,307 10,235,739 16,629,229 5,808,410
Total assets 17,789,744 14,096,786 17,943,602 6,805,204
Current liabilities
Trade and other payables 18 1,200,092 790,664 561,703 191,708
Interest bearing liabilities 19 53,686 1,716,521 13,970 29,845
Total Current Liabilities 1,253,778 2,507,185 575,673 221,553
Non-current liabilities
Interest bearing liabilities 19 44,393 52,177 3,963 9,064
Provisions 20 600,000 600,000 600,000 600,000
Total non-current liabilities 644,393 652,177 603,963 609,064
Total liabilities 1,898,171 3,159,362 1,179,636 830,617
Net assets 15,891,573 10,937,424 16,763,966 5,974,587
Equity
Issued capital 21 23,483,261 19,384,814 18,742,168 15,309,719
Reserves 22 1,984,461 1,765,753 7,224,416 1,445,098
Accumulated losses 23 (10,454,972) (11,081,412) (9,202,618) (10,780,230)
Parent equity interest 15,012,750 10,069,155 16,763,966 5,974,587
Minority equity interest 878,823 868,269 - -
Total equity 15,891,573 10,937,424 16,763,966 5,974,587
----- End of picture text -----
The Balance Sheet should be read in conjunction with the Notes to the Financial Statements.
39
Annual Report 2009 D’Aguilar Gold Limited
statement of Changes of equIty for the year enDeD 30 june 2009
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Minority
Issued Accumulated
Reserves Equity Total
Economic Entity Capital Losses
$ Interests $
$ $
$
Balance at 1 July 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
shareholders (in subsidiaries) 646,074 - 290,255 113,669 1,049,998
Share issue costs (108,660) - - - (108,660)
Share issue costs to minority shareholders
(in subsidiaries) (131,827) - 30,400 - (101,427)
Issue of Executive options - - 653,065 - 653,065
Options exercised 155,146 - - - 155,146
Profit/(loss) attributable to members of
parent entity - (3,069,404) - - (3,069,404)
Profit attributable to minority shareholders - - - (196,490) (196,490)
Balance at 30 June 2008 19,384,814 (11,081,412) 1,765,753 868,269 10,937,424
Issue of shares and options 3,441,605 - - - 3,441,605
Issue of shares and options to minority
shareholders (in subsidiaries) 920,000 - - - 920,000
Share issue costs (59,956) - - - (59,956)
Share issue costs to minority shareholders
(in subsidiaries) - - - - -
Issue of Executive options - - 194,708 - 194,708
Options exercised 50,800 - - - 50,800
Issue of shares to Executive - - 24,000 - 24,000
Disposal of minority interest - - - (137,608) (137,608)
Adjustment arising on change % ownership (254,002) - - 254,002 -
Profit/(loss) attributable to members of
parent entity - 626,440 - - 626,440
Profit attributable to minority shareholders - - - (105,840) (105,840)
Balance at 30 June 2009 23,483,261 (10,454,972) 1,984,461 878,823 15,891,573
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The Statement of Changes in Equity should be read in conjunction with the Notes to the Financial Statements.
40
D’Aguilar Gold Limited Annual Report 2009
statement of Changes In equIty for the year enDeD 30 june 2009
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Minority
Issued Accumulated
Reserves Equity Total
Parent Entity Capital Losses
$ Interests $
$ $
$
Balance at 1 July 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 the year - (1,200,903) - - (1,200,903)
Balance at 30 June 2008 15,309,719 (10,780,230) 1,445,098 - 5,974,587
Issue of shares and options 3,441,605 - - - 3,441,605
Share issue costs (59,956) - - - (59,933)
Issue of Executive options - - 5,319 - 5,319
Options exercised 50,800 - - - 50,800
Issue of shares to Executive - - 24,000 - 24,000
Revaluation of available for sale assets - - 5,749,999 - 5,749,999
Profit/(loss) for the year - 1,577,611 - - 1,577,611
Balance at 30 June 2009 18,742,168 (9,202,619) 7,224,416 - 16,763,966
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The Statement of Changes in Equity should be read in conjunction with the Notes to the Financial Statements.
41
Annual Report 2009 D’Aguilar Gold Limited
Cash flow statement for year enDeD 30 june 2009
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Economic Entity Parent Entity
2009 2008 2009 2008
Note $ $ $ $
Inflows/ Inflows/ Inflows/ Inflows/
(Outflows) (Outflows) (Outflows) (Outflows)
Cash flows from operating activities
Receipts from customers 54,816 8,093 54,816 7,741
Payments to suppliers and employees (1,670,184) (1,627,032) (300,203) (1,392,946)
Interest received 55,968 228,684 15,432 65,437
Interest and other costs of finance paid (45,842) (61,501) (70,821) (60,000)
Net cash used in operating activities 29(a) (1,605,242) (1,451,756) (300,776) (1,379,768)
Cash flows from investing activities
Loans to subsidiaries - - (1,061,609) -
Security deposit (payments)/refunds 125,784 (20,124) 23,255 (68,609)
Proceeds from sale of property, plant and
equipment - 93,291 - 93,291
Payments for property, plant and equipment (58,884) (303,555) (23,164) (182,657)
Exploration and evaluation expenditure (2,964,980) (3,997,504) (144,302) (586,104)
Cash outflow from deconsolidation –
Mt Isa Metals (592,429) - - -
Payments for investments (122,562) (234,639) (122,562) (234,639)
Net cash used in investing activities (3,613,071) (4,462,531) (1,328,352) (978,718)
Cash flows from financing activities
Proceeds from issue of securities 1,743,800 2,628,148 1,743,800 2,628,146
Proceeds from issue of securities in
subsidiaries to outside equity interests 636,825 1,049,998 - -
Capital raising expenses (59,956) (360,364) (59,956) (108,662)
Proceeds from borrowings 500,000 90,887 - -
Repayment of borrowings (13,119) (51,578) (20,976) (41,980)
Net cash provided by financing activities 2,807,550 3,357,091 1,662,868 2,477,504
Net increase/(decrease) in cash held (2,410,763) (2,557,196) 33,741 119,018
Cash at the beginning of the financial year 3,077,052 5,634,248 461,073 342,055
Cash at the end of the financial year 9 666,289 3,077,052 494,814 461,073
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The Cash Flow Statement should be read in conjunction with the Notes to the Financial Statements.
42
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
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.
Unless otherwise stated, the financial report is presented in Australian dollars which is the functional and presentation currency of the consolidated entity.
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.
At 30 June 2009 there is a prima facie deficiency, and at the date of approval of these financial statements, the Group has a deficiency in cash to meet its trade creditor obligations. The Directors believe the going concern basis of accounting is appropriate having regard to the ability of the Group to realise
its assets to discharge such obligations, based on the following factors and corporate plans:
-
(i) Of the amounts reported in Trade and Other Payables for the Group at 30 June 2009, $366,825 represented shareholder subscriptions for Central Minerals Pty Ltd, the shares for which were allotted on 14 July 2009. Accordingly, the amount was treated as a liability at 30 June 2009, but became share capital on 14 July 2009.
-
(ii) As announced on 31 July 2009, a private placement to entities associated with Nicholas Mather will provide $1,540,000 in working capital. The shareholder meeting to approve the placement has been called for 30 September 2009.
-
(iii) As announced on 3 September 2009, a Terms Sheet has been agreed for the merger of AusNiCo Limited with the Canadian-listed Lionsgate Metals Corporation Inc. Whilst the consideration will be scrip-based, the forward expenditure of AusNiCo’s exploration and development programs will be met by Lionsgate, and it is also expected that the arrangement will provide some working capital and corporate overhead contribution for D’Aguilar Gold.
-
(iv) As announced on 16 September 2009, D’Aguilar Gold is expediting its plans to effect a listing on a recognised stock exchange of the share capital of its 79% subsidiary, Central Minerals Pty Ltd. Central Minerals holds the key gold assets assembled by D’Aguilar concentrated around the Rannes and Clermont gold projects in Queensland. D’Aguilar will be aiming to ensure any transaction in this regard provides (as one of the elements) a significant short-term reimbursement of its investment in the work undertaken by Central Minerals to date, which approximates $2 million. Further, it is planned that the forward expenditure of Central’s exploration and development programs will be funded as a result of such a listing, and it is also expected that the arrangement will provide some working capital and corporate overhead contribution for D’Aguilar Gold.
Compliance with IFRS
Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the consolidated financial statements and notes of D’Aguilar Gold Ltd and controlled entities comply with International Financial Reporting Standards (IFRS).
43
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
By virtue of the financial report complying with Australian Accounting Standards (including Australian Accounting Interpretations), the financial report complies with all International Financial Reporting Standards.
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 over which 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:
(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.
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 be responsible for recognising the current and deferred tax assets and liabilities for the tax consolidation group. The tax consolidated group have entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the consolidated group.
(d) Impairment of non-financial assets
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.
At each reporting date the Economic entity assesses whether there is any indication that individual assets are impaired. Where impairment indicators exist, recoverable amount is determined and impairment losses are recognised in the income statement where the asset’s carrying value exceeds its recoverable amount. Recoverable amount is the higher
44
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
of an asset’s fair value less costs to sell and value in use. For the purpose of assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where it is not possible to estimate recoverable amount for an individual asset, recoverable amount is determined for the cash-generating unit to which the asset belongs.
(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 where 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.
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.
Available-for-sale financial assets
Available-for-sale financial assets comprise investments in listed and unlisted entities and any non-derivatives that are held for trading. After initial recognition, these investments
are measured at fair value with gains or losses recognised as a separate component of equity (available-for-sale investments revaluation reserve).
The fair value of quoted investments is determined by reference to Stock Exchange quoted market bid prices at the close of business on the balance sheet date. For investments where there is no quoted market price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the investment.
Loans and receivables
Non-current loans and receivables include loans due from related parties repayable within 366 days of balance sheet date. As these are non-interest bearing, fair value at initial recognition requires an adjustment to discount these loans using a market-rate of interest for a similar instrument with a similar credit rating. The discount is debited to the income statement immediately and amortised using the effective interest method.
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
An assessment is made at each balance sheet date to determine whether there is objective evidence that a specific financial asset or a group of financial assets may be impaired. If such evidence exists, the estimated recoverable amount of that asset is determined by publicly available information such as quoted market prices or by calculating the net present value of future anticipated cash flows. In estimating these cash flows, management makes judgements about a counterparty’s financial situation and the net realisable value of any underlying collateral.
Where losses have been recognised in equity and there is objective evidence that the asset is impaired, the cumulative
45
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
loss, being the difference between the acquisition cost and current fair value less any impairment loss previously recognised in the income statement, is removed from equity and recognised in the income statement.
Impairment losses on assets measured at amortised cost using the effective interest rate method are calculated by comparing the carrying value of the asset with the present value of estimated future cash flows at the original effective interest rate. Losses are recognised in ‘Provisions for losses on loans and advances and impairment of investment securities’ in the income statement and interest on the impaired asset continues to be recognised as part of the unwinding of the discount.
Where there is objective evidence that an available for sale financial asset is impaired (such as a significant or prolonged decline in the fair value of an available for sale financial asset) and the previous decline in the fair value of the asset has been recognised in equity the cumulative loss that has been recognised in equity is transferred to ‘Provisions for losses on loans and advances and impairment of investment securities’ in the income statement. The cumulative loss transferred is the difference between the cost of acquisition and the current fair value of the asset included in equity. When a subsequent event reduces the impairment of an available for sale debt security the impairment loss is reversed through ‘Provisions for losses on loans and advances and impairment of investment securities’ in the income statement. When a subsequent event reduces the impairment of an available for sale equity instrument the fair value increased is recognised in equity.
The repayment terms for impaired loans can be renegotiated, subject to the discretion of the Group. Where loans have been renegotiated, these are treated as new loans and are not disclosed as past due unless there are defaults on the revised repayment terms. No existing loans have been renegotiated.
(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) 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 group 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:
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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 and equipment 33% prime cost
Computers and office 33% prime cost
equipment
Furniture and fittings 20% prime cost
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(i) Exploration and Development Expenditure
The Group has applied AASB 6 Exploration for and Evaluation of Mineral Resources, being equivalent to IFRS 6 Exploration for and Evaluation of Mineral Resources. 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.
46
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
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.
(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 group 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 Group 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.
47
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
(n) Contributed equity
Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit. Costs directly attributable to the issue of new shares or options associated with the acquisition of a business are included as part of the purchase consideration.
(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 Group 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 is 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”). 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.
48
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
(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 2009.
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.
The group has elected to apply the following pronouncements to the annual reporting period beginning 1 July 2008:
- AASB 127 (Revised) Consolidated and Separate Financial Statements
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 estimates 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 and evaluation expenditure
-
AASB 3 (Revised) Business Combinations
(u) Approval of financial statements
The Financial Statements were approved by the Board of Directors of D’Aguilar Gold Ltd on 24 September 2009.
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.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best
49
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 2: Revenue
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Economic Entity Parent Entity
Note 2009 2008 2009 2008
$ $ $ $
Operating activities
Interest received 42,499 228,684 15,432 65,437
Unrealised gain on deconsolidation 14 8,894,852 - - -
Other revenue 410,434 336,713 2,954,314 336,361
Total revenue from operations 9,347,785 565,397 2,969,746 401,798
Interest revenue from:
Partly owned subsidiaries - - - 871
Cash at bank 42,499 228,684 15,432 64,566
Total interest revenue 42,499 228,684 15,432 65,437
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Note 3: Profit/loss
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Profit/(loss) before income tax expense has been determined after:
Expenses
Finance costs: external 219,447 150,000 3,321 -
Finance costs: related entities 67,500 52,500 67,500 52,500
Total finance costs 286,947 202,500 70,821 52,500
Rental expenses on operating leases – minimum lease payments 149,620 61,159 149,620 61,159
Write off of capitalised exploration 1,857,173 442,418 605,067 271,722
Share based payments 218,707 623,365 29,319 623,365
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50
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 4: Income tax
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
The prima facie income tax for this year’s result 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 168,680 (1,345,588) 473,283 (1,817,371)
Tax effect of permanent differences 399,068 7,887 (184,539) 7,887
Deferred tax liability not recognised (1,855,300) 71,910 359,986 824,245
Deferred tax asset not brought to account
- temporary differences (61,536) 125,773 28,474 118,273
- tax losses 1,349,089 1,140,018 (677,205) 866,966
Income tax expense - - - -
Deferred tax asset reconciliation:
Temporary differences 1,429,872 403,197 1,403,548 395,697
Tax losses 26,192,735 9,111,168 19,206,149 8,836,404
Total 27,622,608 9,514,365 20,609,697 9,232,101
Total (30%) 8,286,782 2,854,310 6,182,909 2,769,630
Accumulated tax losses not recognised due to lack of high probability 26,192,735 9,111,168 19,206,149 8,836,404
Deferred tax liability not recognised due to lack of high probability (30%) 4,556,698 1,580,132 2,934,539 565,020
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There are no franking credits available to shareholders of the Company.
Note 5: Directors’ and Executives’ remuneration
(A) REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL
Refer to the Remuneration Report contained in the Report of the Directors for details of the remuneration paid or payable to each member of the economic entity’s key management personnel for the year ended 30 June 2009. The totals of remuneration paid to key management personnel of the economic entity during the year are as follows:
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2009 2008
$ $
Short term employee benefits 946,378 1,119,905
Post employment benefits 33,495 13,338
Other long term benefits - -
- -
Termination benefits
Share based payments 218,707 563,798
Total 1,198,580 1,697,041
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51
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 5 continued
John Roiko and Robyn Grayson were included in the definition of key management personnel in 2008, but have been excluded in 2009.
(B) SHAREHOLDINGS OF DIRECTORS AND KEY MANAGEMENT PERSONNEL
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Balance Granted as Options Net Change Balance
Current Year
1 July 2008 Compensation Exercised Other 30 June 2009
Specified Directors
Nicholas Mather 6,227,427 - - 3,631,826 9,859,253
Ian Levy 513,714 - - 542,857 1,056,571
Brian Moller 1,014,394 - - 139,857 1,154,251
Vincent Mascolo 1,720,438 - - 542,857 2,263,295
Key Management Personnel
Greg Runge 599,090 400,000 1,842,138 2,841,228
Duncan Cornish 1,495,769 336,000 - 271,000 2,102,769
Kevin Nagle - - - - -
Karl Schlobohm - - - 157,305 157,305
Neil Wilkins 1,385,454 - 500,000 1,885,454
Total 12,956,286 336,000 400,000 7,627,840 21,320,126
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*Duncan Cornish resigned on 3 November 2008 and ceased to be key management personnel.
**Kevin Nagle resigned on 13 March 2009 and ceased to be key management personnel.
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Balance Granted as Options Net Change Balance
Prior Year
1 July 2007 Compensation Exercised Other 30 June 2008
Specified 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
Key Management Personnel
Greg Runge 540,000 - - 59,090 599,090
Duncan Cornish 1,335,000 - - 160,769 1,495,769
John Roiko - - - - -
Roby 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
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*Christopher Rawlings resigned on 2 July 2007 and ceased to be key management personnel. John Roiko and Robyn Grayson were included in the definition of key management personnel in 2008, but have been excluded in 2009.
52
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 5 continued
(C) OPTION HOLDINGS OF DIRECTORS AND KEY MANAGEMENT PERSONNEL
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Balance Granted as Options Net Change Balance Total Total Total
Current Year
1 July 2008 Remuneration Exercised Other 30 June 2009 Vested Exercisable Unexercisable
Directors
Nicholas Mather 2,035,648 500,000 - (35,648) 2,500,000 2,500,000 2,500,000 -
Ian Levy 511,882 - - (11,882) 500,000 500,000 500,000 -
Brian Moller 500,000 500,000 - - 1,000,000 1,000,000 1,000,000 -
Vincent Mascolo 500,000 500,000 - - 1,000,000 1,000,000 1,000,000 -
Key Management Personnel
Greg Runge 1,000,000 - (400,000) (600,000) - - - -
Duncan Cornish 1,028,991 - - (1,028,991) - - - -
Kevin Nagle - - - - - - - -
Karl Schlobohm - 3,000,000 - - 3,000,000 - - 3,000,000
Neil Wilkins - - - - - - - -
Total 5,576,521 4,500,000 (400,000) (1,676,521) 8,000,000 5,000,000 5,000,000 3,000,000
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Duncan Cornish resigned on 3 November 2008 and ceased to be key management personnel. *Kevin Nagle resigned on 13 March 2009 and ceased to be key management personnel.
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Balance Granted as Options Net Change Balance Total Total Total
Prior Year
1 July 2007 Remuneration Exercised Other 30 June 2008 Vested Exercisable Unexercisable
Directors
- - - -
Christopher 120,000 120,000 120,000 120,000
Rawlings
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 -
Key Management Personnel
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
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*Christopher Rawlings resigned on 2 July 2007 and ceased to be key management personnel. John Roiko and Robyn Grayson were included in the definition of key management personnel in 2008, but have been excluded in 2009.
There were no shares or options held nominally at 30 June 2009 (2008: nil).
(D) LOANS TO DIRECTORS AND KEY MANAGEMENT PERSONNEL
There were no loans to Directors or Key Management Personnel during the year.
(E) OTHER TRANSACTIONS TO DIRECTORS AND KEY MANAGEMENT PERSONNEL
Other transactions with Directors are set out in Note 27. There were no other transactions or balances with key management personnel during the period.
53
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 6: Auditor’s remuneration
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Remuneration to Auditors:
Audit/review of the financial report of 75,134 56,655 65,134 54,155
any entity in the group
Other services 23,150 32,605 17,450 23,105
98,284 89,260 82,584 77,260
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Note 7: Dividends and 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.
Note 8: Earnings per share
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----- Start of picture text -----
2009 2008
$ $
(a) Reconciliation of Earnings to profit/(loss) 520,600 (3,265,894)
Profit/(loss) attributed to minority equity interest (105,840) 196,490)
Earnings used to calculate basic and dilutive 626,440 (3,069,404)
2009 2008
Number Number
(b) Weighted average number of ordinary shares outstanding during the year 161,401,928 140,716,540
Weighted average number of options outstanding - -
Weighted average number of ordinary shares outstanding during the year 161,401,928 140,716,540
used in calculating dilutive EPS
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Note 9: Cash and cash equivalents
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Cash on hand and at bank 666,289 3,077,052 494,814 461,073
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54
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 10: Trade and other receivables
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Current
Trade receivables 91,803 74,675 111,909 174,859
GST receivable 61,875 140,707 9,180 -
Total current 153,678 215,382 121,089 174,859
Non-current
Amounts receivable from:
- wholly-owned subsidiaries - - 1,378,277 2,319,130
- partly-owned subsidiaries - - 2,002,462 -
Other receivables - 91,427 - 91,427
Total non-current - 91,427 3,380,739 2,410,557
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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:
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2009 2008
Economic Entity Amount Amount not Amount Amount not
Total Total
Impaired impaired Impaired impaired
Not past due 97,120 - 97,120 45,274 - 45,274
Past due 30 days - - - - - -
Past due 30-45 days - - - - - -
Past due 45-60 days - - - 8,638 - 8,638
Past due >60 days 56,558 - 56,558 20,763 - 20,763
Total 153,678 - 153,678 74,675 - 74,675
Parent Entity 2009 2008
Total Amount Amount not Total Amount Amount not
Impaired impaired Impaired impaired
Not past due 52,820 - 52,820 145,458 - 145,458
Past due 30 days - - - - - -
Past due 30–45 days 216 - 216 - - -
Past due 45–60 days 554 - 554 8,638 - 8,638
Past due >60 days 67,499 - 67,499 20,763 - 20,763
Total 121,089 - 121,089 174,859 - 174,859
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All receivables that are neither past due nor impaired are with long standing clients who have a good credit history with the entity.
55
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 11: Financial assets
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Financial assets at fair value through profit or loss 675,308 334,420 675,308 334,420
Held-to-maturity financial assets 644,229 678,588 550,114 481,972
1,319,537 1,013,008 1,225,422 816,392
Less non-current portion (644,229) (678,588) (550,114) (481,972)
Current portion 675,308 334,420 675,308 334,420
a. Financial assets at fair value through profit or loss comprise:
Listed investments, at fair value
- shares in listed corporations 675,308 334,420 675,308 334,420
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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 Exchange Alternative Investment Market (“AIM”).
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
b. Held-to-maturity investments comprise:
Cash on deposit (held as security for bank for 314,000 314,000 314,000 314,000
guarantee for security deposit)
Security bonds 330,229 364,588 236,114 167,972
644,229 678,588 550,114 481,972
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Note 12: Investment in subsidiaries
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Shares in controlled entities – unlisted at cost (Note 13) - - 4,496,793 204,309
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56
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 13: Controlled entities
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Percentage Owned (%)
Country of Incorporation
2009 2008
(a) Controlled entities consolidated
Parent entity:
D’Aguilar Gold Ltd Australia
Subsidiaries of D’Aguilar Gold Ltd:
Navaho Mining Pty Ltd Australia 100.00% 100.00%
Anduramba Molybdenum Pty Ltd Australia 100.00% 100.00%
Eastern Exploration Pty Ltd Australia 86.21% 86.21%
(formerly Eastern Uranium Pty Ltd)
AusNiCo Ltd Australia 79.86% 90.00%
Central Minerals Pty Ltd Australia 85.87% 100.00%
Ridge Exploration Pty Ltd Australia 86.21% 100.00%
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*Percentage of voting power is in proportion to ownership
**Ridge Exploration Pty Ltd is the intermediate parent of Eastern Exploration Pty Ltd (formerly Eastern Uranium Pty Ltd). This company is wholly owned and held directly by Ridge Exploration Pty Ltd and indirectly by D’Aguilar Gold Limited.
Note 14: Investment in associated company
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Ownership Interest Carrying Amount
Country of
Name Principal Activity Shares 2009 2008 2009 2008
Incorporation
% % $ $
Mt Isa Metals Ltd Australia Mineral Ord 48.19% 100% 5,750,000 1
Exploration
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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, Mt Isa Metals was admitted to the ASX. Official quotation of Mt Isa Metals’ shares on the ASX commenced on 22 August 2008.
The Company’s holding of 50,000,000 shares in Mt Isa Metals Ltd is subject to escrow until 22 August 2010.
Mt Isa Metals Ltd has a financial year ended 30 June, which coincides with that of D’Aguilar Gold.
The Economic Entity has accounted for its investment in the associated company by applying the equity method of accounting. The equity method of accounting recognises the Group’s share of post-acquisition reserves of the associate.
57
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 14 continued
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Economic Entity Parent Entity
Note 2009 2008 2009 2008
$ $ $ $
a. Movements during the year in equity accounted investment in associated company
Balance at beginning of year 1 1 1 1
Add: new investments during year - - - -
Unrealised gain on deconsolidation of associate 2 8,894,852 - - -
Deconsolidation adjustments 14c 1,105,147 - - -
Share of associated company’s profit/(loss) after income tax (389,193) - - -
Impairment of holding value of associate (3,860,807) - - -
Movement in asset for sale reserve 22 - - 5,749,999 -
Disposals during year - - - -
Balance at end of year 5,750,000 1 5,750,000 1
b. Summarised presentation of aggregate assets, liabilities and performance of associate 31-12-2008
Current assets 6,267,931 - - -
Non-current assets 1,542,746 - - -
Total assets 7,810,677 - - -
Current liabilities 525,240 - - -
Non-current liabilities - - - -
Total liabilities 525,240 - - -
Net assets 7,285,437 - - -
Revenue 162,962 - - -
- - -
Profit after income tax (875,788)
c. Adjustments on deconsolidation of associate
Outside equity interest (137,610) - - -
Reserves 320,655 - - -
Issued capital 1,637,916 - - -
Retained losses (715,814) - - -
- - -
1,105,147
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*The financial information disclosed in Note 14(b) is from the Mt Isa Metals Limited 31 December 2008 interim financial report, being the last publicly available financial information.
58
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 15: Property, plant and equipment
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Land At Cost 385,000 385,000 385,000 385,000
Freehold Building At cost 54,535 54,535 54,535 54,535
Accumulated depreciation (19,515) (18,152) (19,515) (18,152)
35,020 36,383 35,020 36,383
Plant and Equipment at cost 322,469 322,424 283,936 282,873
Accumulated depreciation (282,265) (266,811) (276,804) (263,977)
40,204 55,612 7,132 18,896
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 269,195 230,726 142,899 142,899
Accumulated depreciation (150,947) (107,201) (115,130) (96,306)
118,248 123,525 27,769 46,593
Computers and Office Equipment At cost 106,000 88,083 104,531 82,430
Accumulated depreciation (73,999) (56,191) (73,400) (55,441)
32,001 31,892 31,131 26,989
Furniture and Fittings At cost 5,811 5,811 5,811 5,811
Accumulated depreciation (3,711) (2,669) (3,711) (2,669)
2,100 3,142 2,100 3,142
Net Book value 612,573 635,554 488,152 517,003
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(A) MOvEMENTS IN CARRYING AMOUNTS
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Computers
Freehold Plant & Site Infra- Motor Furniture
Land Total
Building Equipment structure Vehicles & Office & Fittings
Equipment
Economic Entity:
Balance at the
beginning of the year 385,000 36,383 55,612 - 123,525 31,892 3,142 635,554
Additions - - 45 - 38,468 20,372 - 58,885
Disposals - - - - - - - -
Depreciation
Expenses - (1,363) (15,453) - (43,746) (20,263) (1,042) (81,866)
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59
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 15 continued
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----- Start of picture text -----
Computers
Freehold Plant & Site Infra- Motor Furniture
Land Total
Building Equipment structure Vehicles & Office & Fittings
Equipment
Carrying amount at
the end of the year 385,000 35,020 40,204 - 118,248 32,001 2,100 612,573
Parent Entity:
Balance at the
beginning of the year 385,000 36,383 18,896 - 46,593 26,989 3,142 517,003
Additions - - 1,063 - - 22,101 - 23,163
Disposals - - - - - - - -
Depreciation
Expenses - (1,363) (12,827) - (18,824) (17,959) (1,042) (52,015)
Carrying amount at
the end of the year 385,000 35,020 7,132 - 27,769 31,131 2,100 488,152
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Note 16: Exploration and evaluation expenditure
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Non-current
Exploration expenditure capitalised
- exploration and evaluation phase 9,264,505 8,830,170 1,963,431 2,194,569
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Recoverability of the carrying amount of exploration assets is dependent on the successful exploration and extraction of minerals.
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
(a) Movements in carrying amounts
Balance at the beginning of the year 8,830,170 5,317,946 2,194,569 1,934,239
Additions 2,291,508 3,954,642 373,929 547,382
Transferred to subsidiaries - - - (15,330)
Written-off (1,857,173) (442,418) (605,067) (271,722)
Carrying amount at the end of the year 9,264,505 8,830,170 1,963,431 2,194,569
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60
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 17: Other assets
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----- Start of picture text -----
Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Current
Prepayments – general 23,162 234,193 23,163 26,442
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Note 18: Trade and other payables
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Current
Trade payables 516,326 199,846 286,428 56,756
Sundry payables and accrued expenses 241,311 527,966 241,311 108,643
Share placement monies 366,825 - - -
Employee benefits 75,630 62,852 33,964 26,309
Total 1,200,092 790,664 561,703 191,708
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Note 19: Interest bearing liabilities
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Current
Lease liability – secured 53,686 59,021 13,970 29,845
Convertible note – unsecured - 1,695,000 - -
- - -
Amortised borrowing costs (37,500)
- - -
1,657,500
53,686 1,716,521 13,970 29,845
Non-current
Lease liability – secured 44,393 52,177 3,963 9,064
44,393 52,177 3,963 9,064
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Lease liabilities are secured over the assets to which they relate.
In May 2007, D’Aguilar Gold Limited and its 100% subsidiary, Anduramba Molybdenum Pty Ltd, entered into Convertible Note Agreements with two private investors for $1,545,000. A further $500,000 was raised from a third investor in October 2008. Under the arrangements, interest of 10% per annum was charged and capitalised to the Notes. On maturity on 30 April 2009, the combined debt, including capitalised interest, amounted to $2,398,605. $650,000 of this amount was converted to equity in Central Minerals Pty Ltd, and the balance converted to equity in the parent company, D’Aguilar Gold Ltd ($1,219,450 at $0.035 and $529,155 at $0.05).
61
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 20: Provisions
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Site restoration 600,000 600,000 600,000 600,000
2009 2008
$ $
Site
restoration Total
Economic Entity:
Opening balance at 1 July 2008: 600,000 600,000
Additional provisions - -
Amounts used - -
Unused amounts reversed - -
Balance at 30 June 2009 600,000 600,000
Parent Entity:
Opening balance at 1 July 2008: 600,000 600,000
Additional provisions - -
Amounts used - -
Unused amounts reversed - -
Balance at 30 June 2009 600,000 600,000
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The Company has secured performance bonds to the value of $600,000 (2008: $600,000). Further information regarding these contingent assets can be found in Note 25.
Note 21: Issued capital
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
235,380,766 (2008: 145,644,553) fully paid ordinary shares 19,629,222 16,136,817 19,629,222 16,136,817
Share issue costs (887,054) (827,098) (887,054) (827,098)
18,742,168 15,309,719 18,742,168 15,309,719
Gain on capital issued by subsidiaries 1(o) 4,972,920 4,306,922 - -
Share issue costs (231,827) (231,827) - -
23,483,261 19,384,814 18,742,168 15,309,719
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62
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 21 continued
(A) ORDINARY SHARES
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Balance 1 July 2007 145,644,553 133,509,644 145,644,553 133,509,644
- 12 July 2007 [1] 300,000 300,000
- 23 July 2007 [2] 594,144 594,144
- 7 December 2007 [3] 11,240,765 11,240,765
- 31 July 2008 [4] 400,000 400,000
- 9 October 2008 [5] 336,000 336,000
- 1 November 2008 [6] 8,390,000 8,390,000
- 1 December 2008 [7] 2,800,000 2,800,000
- 7 April 2009 [8] 13,600,000 13,600,000
- 7 May 2009 [9] 10,000,000 10,000,000
- 1 June 2009 [10] 583,100 583,100
- 1 June 2009 [11] 34,841,228 34,841,228
- 19 June 2009 [12] 18,785,685 18,785,685
Balance 30 June 235,380,566 145,644,553 235,380,566 145,644,553
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1. On 12 July 2007, 300,000 $0.127 options expiring 31/7/08 were exercised into ordinary shares.
2.
3.
4.
5.
6.
-
On 23 July 2007, 594,144 $0.197 options expiring 30/9/08 were exercised into ordinary shares.
-
On 7 December 2007, 11,240,765 $0.22 ordinary shares were issued pursuant to a Share Purchase Plan.
-
On 31 July 2008, 400,000 $0.127 options expiring 31/7/08 were exercised into ordinary shares.
-
On 9 October 2008, 336,000 $0.071 ordinary shares were issued to an Executive as a bonus payment.
-
On 1 November 2008, 8,390,000 $0.05 ordinary shares were issued pursuant to a private placement.
7. On 1 December 2008, 2,800,000 $0.05 ordinary shares were issued to Directors as part of a placement approved by shareholders.
8.
- On 7 April 2009, 13,600,000 $0.035 ordinary shares were issued pursuant to a private placement.
9. On 7 May 2009, 10,000,000 $0.05 ordinary shares were issued as a result of the conversion of a debt instrument.
10. On 1 June 2009, 583,100 $0.05 ordinary shares were issued as a result of the conversion of a debt instrument.
11. On 1 June 2009, 134,841,228 $0.035 ordinary shares were issued as a result of the conversion of a debt instrument.
12. On 19 June 2009, 18,875,685 $0.035 ordinary shares were issued pursuant to a Share Purchase Plan.
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Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 21 continued
(B) OPTIONS
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
(i) Unlisted $0.197 options expiring 30/9/08
At the beginning of the reporting period 16,664,598 17,258,742 16,664,598 17,258,742
Options Exercised:
- 23 July 2007 - (594,144) - (594,144)
Options expired (unexercised) (16,664,598) (16,664,598)
At reporting date - 16,664,598 - 16,664,598
(ii) Unlisted $0.127 options expiring 31/7/08
At the beginning of the reporting period 2,400,000 2,700,000 2,400,000 2,700,000
- 12 July 2007 - (300,000) - (300,000)
Options exercised:
- 31 July 2008 (400,000) - (400,000) -
Options expired (unexercised) (2,000,000) - (2,000,000) -
At reporting date - 2,400,000 - 2,400,000
(iii) Unlisted $0.127 options expiring 30/6/09
At the beginning of the reporting period 400,000 400,000 400,000 400,000
Options expired (unexercised) (400,000) - (400,000) -
At reporting date - 400,000 - 400,000
(iv) Unlisted $0.20 options expiring 30/6/09
At the beginning of the reporting period 300,000 300,000 300,000 300,000
Options expired (unexercised) (300,000) - (300,000) -
At reporting date - 300,000 - 300,000
(v) Unlisted $0.25 options expiring 30/6/09
At the beginning of the reporting period 300,000 300,000 300,000 300,000
Options expired (unexercised) (300,000) - (300,000) -
At reporting date - 300,000 - 300,000
(vi) Unlisted $0.275 options expiring 30/6/11
At the beginning of the reporting period 4,000,000 - 4,000,000 -
Issued to Executives: - - - -
- 10 October 2007 - 500,000 - 500,000
- 29 November 2007 - 3,500,000 - 3,500,000
Options expired (resignation) (500,000) - (500,000) -
At reporting date 3,500,000 4,000,000 3,500,000 4,000,000
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64
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 21 continued
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
(vii) Unlisted $0.22 options expiring 30/6/11
At the beginning of the reporting period 300,000 - 300,000 -
Issued to staff:
- 25 February 2008 - 300,000 - 300,000
At reporting date 300,000 300,000 300,000 300,000
(viii) Unlisted $0.09 options expiring 30/4/11
At the beginning of the reporting period - - - -
Issued to staff:
- 19 June 2009 1,000,000 - 1,000,000 -
At reporting date 1,000,000 - 1,000,000 -
(ix) Unlisted $0.12 options expiring 30/4/11
At the beginning of the reporting period - - - -
Issued to staff:
- 19 June 2009 1,000,000 - 1,000,000 -
At reporting date 1,000,000 - 1,000,000 -
(x) Unlisted $0.15 options expiring 30/4/11
At the beginning of the reporting period - - -
Issued to staff:
- 19 June 2009 1,000,000 - 1,000,000 -
At reporting date 1,000,000 - 1,000,000 -
(x) AusNiCo $0.30 options expiring 5/12/13
At the beginning of the reporting period - - - -
Issued to Directors:
- 5 December 2008 2,000,000 - - -
At reporting date 2,000,000 - - -
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(C) CAPITAL RISK MANAGEMENT
Management controls the capital of the Company in order to provide capital growth to shareholders and ensure the Company can fund its operations and continue as a going concern. The Company’s capital includes ordinary share capital. 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 share issues.
There have been no changes in the strategy adopted by management to control the capital of the Company since the prior year.
65
Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 22: Reserves
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Other contributed equity - employees 24,000 - 24,000 -
Option reserve – capital raising 846,426 846,426 525,771 525,771
Option reserve – employees 1,114,035 919,327 924,646 919,327
- - -
Available for sale financial asset revaluation reserve 5,749,999
1,984,461 1,765,753 7,224,416 1,445,098
(i) Other contributed equity - employees
At the beginning of the reporting period - - - -
Shares issued to staff:
- 9 October 2008 24,000 - 24,000 -
At reporting date 24,000 - 24,000 -
(ii) Option reserve – capital raising
At the beginning of the reporting period 846,426 525,771 525,771 525,771
Movement during period - 320,655 - -
At reporting date 846,426 846,426 525,771 525,771
(iii) Option reserve – employees
At the beginning of the reporting period 919,327 266,262 919,327 266,262
Movement during period 194,708 653,065 5,319 653,065
At reporting date 1,114,035 919,327 924,646 919,327
(iv) Available for sale financial asset revaluation reserve
At the beginning of the reporting period - - - -
Movement during period - - 5,749,999 -
At reporting date - - 5,749,999 -
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Other contributed equity records shares issued as consideration for services.
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.
The available for sale financial asset revaluation reserve (Parent Entity) relates to the shares held by D’Aguilar Gold Ltd in the ASX-listed Mt Isa Metals Ltd, a former subsidiary company.
66
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 23: Accumulated losses
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Accumulated losses attributable to members of
D’Aguilar Gold Ltd at beginning of the financial year (11,081,412) (8,012,008) (10,780,230) (9,579,327)
Profit from ordinary activities after income tax 626,440 (3,069,404) 1,577,611 (1,200,903)
Accumulated losses attributable to members of
D’Aguilar Gold Ltd at the end of the financial year (10,454,972) (11,081,412) (9,202,619) (10,780,230)
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Note 24: Commitments for expenditure
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.
(A) FUTURE EXPLORATION
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
The commitments to be undertaken are as follows:
Payable - within one year 2,311,094 4,303,603 298,933 498,936
- between one and five years 5,723,878 17,401,411 340,733 1,125,743
8,034,972 21,705,014 639,666 1,624,679
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All of the Company’s other EPMs are in Queensland. To keep EPMs in good standing in Queensland, 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
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
(i) Operating leases (non-cancellable):
Minimum lease payments
– not later than one year 241,110 207,032 241,110 207,032
– later than one year and not later than five years 372,034 577,715 372,034 577,715
– later than five years - - - -
613,144 784,747 613,144 784,747
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The terms of the operating leases range from 1 year to 3 years with no options to renew.
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Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 24 continued
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
(ii) Finance leases:
– not later than one year 60,672 66,676 14,903 32,285
– later than one year and not later than five years 49,703 55,285 4,105 9,430
– later than five years - - - -
Total minimum lease payments 110,375 121,961 19,008 41,715
–future finance charges (12,296) (10,764) (1,075) (2,806)
– lease liability 98,079 111,198 17,933 38,909
– current liability 53,686 59,021 13,970 29,845
– non-current liability 44,393 52,177 3,963 9,064
98,079 111,198 17,933 38,909
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Note 25: 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 floatation 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.
The Directors are otherwise satisfied that there are no other significant contingent assets or liabilities.
68
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 26: Share-based payments
The following share-based payment arrangements existed at 30 June 2009.
On 19 June 2009, 3,000,000 share options were granted to an Executive of D’Aguilar Gold Ltd. The options are to take up one ordinary share in D’Aguilar Gold Ltd at issue prices ranging from 9 to 15 cents each. The options vest in various six-monthly tranches from 14 October 2009, and expire 30 April 2011.
On 5 December 2008, 2,000,000 AusNiCo share options were granted to AusNiCo Directors. The options are to take up one ordinary share in AusNiCo at a price of 30 cents each. The options vested immediately and are due to expire on 5 December 2013.
All options issued will settle for one (1) share each when exercised.
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Economic Entity Parent Entity
2009 2008 2009 2008
Current Reporting
Weighted Weighted Weighted
Period Weighted
No. of average No. of No. of average No. of average
average
options exercise options options exercise options exercise
ex price
price price price
Outstanding at
beginning of year 7,700,000 $0.214 3,700,000 $0.143 7,700,000 $0.214 3,700,000 $0.143
Granted 5,000,000 $0.120 4,300,000 $0.271 3,000,000 $0.120 4,300,000 $0.271
Forfeited - - - -
Exercised (400,000) $0.127 (300,000) $0.127 (400,000) $0.127 (300,000) $0.127
Expired (3,500,000) $0.214 - - (3,500,000) $0.214 - -
Outstanding at year-end 8,800,000 7,700,000 $0.215 6,800,000 7,700,000 $0.215
Exercisable at year-end 5,800,000 $0.120 7,200,000 $0.214 3,800,000 $0.120 7,200,000 $0.214
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Economic Entity Parent Entity
2009 2008 2009 2008
Previous Reporting
Weighted Weighted Weighted
Period Weighted
No. of average No. of No. of average No. of average
average
options exercise options options exercise options exercise
ex 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
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400,000 options were exercised during the year ended 30 June 2009 (300,000 in 2008).
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Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 26 continued
The options outstanding at 30 June 2009 had a weighted average exercise price of $0.224 (2008: $0.215) and average remaining contractual life of 2.5 years (2008: 2.6 years). Exercise prices ranged from $0.30 to $0.09 in respect of options outstanding at 30 June 2009 (2008: $0.275 to $0.127).
The weighted average fair value of the options granted during the year was $0.192 (2008: $0.14).
These prices were calculated by using a Black-Scholes options pricing model applying the following inputs:
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D’Aguilar Gold Issued on 19/6/09 AusNiCo Ltd Issued on 5/12/08
Weighted average exercise price $0.120 $0.30
Weighted average life of the option 1.86 yrs 5 yrs
Underlying share price $0.035 $0.12
Expected share price volatility 126% 121%
Risk free interest rate 5.58% 3.85%
Number of options issued 3,000,000 2,000,000
Value (Black-Scholes) per option $0.015 $0.095
Total value of options issued $45,592 $189,389
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The options outstanding at 30 June 2008 had a weighted average exercise price of $0.215 and average remaining contractual life of 2.6 years.
The weighted average fair value of the options granted during the year ended 30 June 2008 was $0.14.
This price was calculated by using a Black-Scholes options pricing model applying the following inputs:
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D’Aguilar Gold Issued on 10/10/07 and 29/11/07 D’Aguilar Gold Issued on 25/2/08
Weighted average exercise price $0.275 $0.22
Weighted average life of the option 3.59 yrs 3.35 yrs
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
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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.
During the year, 336,000 $0.071 ordinary shares were issued to a former Company Secretary of D’Aguilar Gold as a bonus payment totalling $24,000. The share price of $0.071 was reflective of the prevailing market price of D’Aguilar Gold shares on the ASX.
Included under Employee Benefits Expense in the Income Statement is $218,707 (2008: $623,365) which relates to equity-settled share-based payment transactions.
70
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 27: 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 $946,948 (2008: $889,306) was outstanding.
-
(iii) D’Aguilar Gold Ltd has advanced interest free loans to its subsidiary, Anduramba Molybdenum Pty Ltd. At balance date $431,329 (2008: $289,430) was outstanding.
-
(iv) D’Aguilar Gold Ltd has advanced interest free loans to its subsidiary, Central Minerals Pty Ltd. At balance date $1,847,342 (2008: $837,419) was outstanding.
-
(v) D’Aguilar Gold Ltd has advanced interest free loans to its subsidiary, AusNiCo Ltd. At balance date $155,120 (2008: nil) was outstanding.
-
(vi) D’Aguilar Gold Ltd has advanced interest free loans to its subsidiary, Ridge Exploration Pty Ltd. At balance date there was no amount (2008: $302,975) outstanding.
-
(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 will 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 nil (2008: $52,500) 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 $174,406 (2008: $57,891) 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 and $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.
All loans to subsidiaries are unsecured and repayable on demand.
(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. These amounts are included in the Remuneration Report within the Directors’ Report.
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Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 28: 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.
Note 29: Cash flow information
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
(a) Reconciliation of Cash Flow from Operations with profit/(loss) after tax
Profit/(loss) after tax 520,600 (3,265,894) 1,577,611 (1,200,903)
Cash flows excluded from profit/(loss) attributable to operating activities:
Depreciation 81,865 122,939 52,015 64,047
Write back of capitalised expenditure 1,857,173 442,418 605,067 271,722
Share based payments 218,707 623,365 29,319 623,365
Revaluation of investments 137,292 (84,187) 137,292 (84,187)
Debt forgiveness - - - 202,252
Payment to extinguish contingent liability - (225,329) - (225,329)
Non-cash revenue items (9,250,470) - (2,899,498) -
Other non-cash expense items 4,491,106 - - -
Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries:
- (Increase)/decrease in trade and other receivables 61,704 425,562 53,770 (987,209)
- (Increase)/decrease in other assets 211,031 (849) 3,280 (193)
- Increase/(decrease) in trade and other payables 65,749 510,219 140,368 (43,333)
Net cash flow from operations (1,605,242) (1,451,756) (300,776) (1,379,768)
(b) Finance facilities
Finance facilities - 1,618,698 - 38,909
Amount used - (1,618,698) - (38,909)
- - - -
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72
D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 30: Events occurring after balance date
D’AGUILAR GOLD PLACEMENT
On 31 July 2009 the Company announced a share placement to raise $1.5 million. Entities associated with the Managing Director, Mr Nicholas Mather, have agreed to provide the majority of funds under the placement. A shareholder meeting has been called for 30 September 2009 for the placement to Mr Mather to be approved.
AUSNICO LTD
On 3 September 2009, D’Aguilar Gold announced its agreement to merge AusNiCo with the TSX-V-listed Lionsgate Metals Inc. Under the terms of the merger, Lionsgate will acquire the 90,160,000 ordinary shares and 22,000,000 options on issue in AusNiCo in return for 10,000,000 ordinary Lionsgate shares and 3,000,000 CDN$1.10 Lionsgate 5 year warrants.
CENTRAL MINERALS PTY LTD
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:
As at 30 June 2009, the Company held $375,000 in funds received pursuant to written placement agreements from investors for the subscription of fully paid ordinary shares. These funds were part of a placement which raised a total of $400,000. The shares were issued on 14 July 2009.
There have been no other events since the end of the financial year that impact upon the financial report as at 30 June 2009.
Note 31: 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
(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 maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements.
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 available-for-sale financial assets.
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.
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Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 31 continued
(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 object 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 entity’s working capital, being current assets less current liabilities, has decreased from $1,353,862 in 2008 to $306,325 in 2009. The Company did not have any financing facilities available at balance date.
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Carrying Contractual <6 months 6–12 months 1–3 years >3 years
Amount
Cash flows
Maturity Analysis – Economic Entity – 2009
Financial Liabilities
Creditors & Payables 817,442 817,442 817,442 - - -
Commitments - 8,034,972 1,155,547 1,155,547 5,130,283 593,594
Finance leases 98,079 110,375 26,843 26,843 44,393 -
Convertible notes - - - - - -
Total 915,521 8,962,789 1,999,832 1,182,390 5,174,676 593,594
Maturity Analysis – Parent – 2009
Financial Liabilities
Creditors & Payables 545,878 545,878 545,878 - - -
Commitments - 639,666 149,466 149,466 321,799 18,933
Finance leases 17,933 19,008 7,452 7,452 4,105 -
Convertible notes - - - - - -
Total 563,811 1,204,552 702,796 156,918 325,904 18,933
Maturity Analysis – Economic Entity - 2008
Financial Liabilities
Creditors & Payables 940,664 940,664 940,664 - - -
Commitments - 22,611,723 2,288,656 2,288,656 9,821,039 8,213,372
Finance leases 111,198 121,961 33,338 33,338 55,285 -
Convertible notes 1,657,500 1,869,450 - 1,869,450 - -
Total 2,709,362 25,543,798 3,262,658 4,191,444 9,876,324 8,213,372
Maturity Analysis – Parent – 2008
Financial Liabilities
Creditors & Payables 191,708 191,708 191,708 - - -
Commitments - 2,451,142 369,127 369,126 1,485,017 227,872
Finance leases 38,909 41,715 16,143 16,143 9,430 -
Convertible notes - - - - - -
Total 230,617 2,684,565 576,978 385,269 1,494,447 227,872
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Further information regarding commitments is provided in Note 24.
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D’Aguilar Gold Limited Annual Report 2009
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 31 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:
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Total carrying Weighted
Floating Fixed interest Non-interest amount as per average
interest rate rate bearing the balance effective
sheet interest rate
2009 2009 2009 2009 2009
$ $ $ $ %
(i) Financial assets
Cash and cash equivalents 666,289 - - 666,289 1.00%
Trade and other receivables - - 153,678 153,678 -
Financial assets - 314,000 1,005,537 1,319,537 0.85%
Total financial assets 666,289 314,000 1,159,215 2,139,504
(ii) Financial liabilities
Trade and other payables - - 817,442 817,442 -
Interest bearing liabilities - 98,079 - 98,079 9.90%
Total financial liabilities - 98,079 817,442 915,521
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Total carrying Weighted
Floating Fixed interest Non-interest amount as per average
interest rate rate bearing the balance effective
sheet 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
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Annual Report 2009 D’Aguilar Gold Limited
notes to the fInanCIal statements for the year enDeD 30 june 2009
Note 31 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 2009 the effect on profit and equity as a result of changes in the interest rate would be as follows:
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Economic Entity Parent Entity
2009 2008 2009 2008
$ $ $ $
Change in profit
- Increase in interest rate by 1% (378) 2,287 5,842 654
- Decrease in interest rate by 1% 378 (2,287) (5,842) (654)
Change in equity
- Increase in interest rate by 1% (378) 2,287 5,842 654
- Decrease in interest rate by 1% 378 (2,287) (5,842) (654)
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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 available-for-sale financial assets is determined in accordance with the principles outlined in Note 1(f).
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D’Aguilar Gold Limited Annual Report 2009
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:
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(a) comply with Accounting Standards and the Corporations Regulations 2001; and
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(b) give a true and fair view of the company’s financial position as at 30 June 2009 and of its performance for the year ended on that date.
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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.
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The remuneration disclosures included in pages 17 to 27 of the Directors’ report (as part of audited Remuneration Report) for the year ended 30 June 2009, comply with section 300A of the Corporations Act 2001.
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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:
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Nick Mather Director
Brisbane Date: 29 September 2009
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T: +61 7 3303 0680 E: [email protected] www.daguilar.com.au ASX : DGR
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