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DGR GLOBAL LIMITED — Annual Report 2012
Oct 25, 2012
64771_rns_2012-10-25_7f1f909a-ffd1-4e36-9c0b-9c9c93669e5d.pdf
Annual Report
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DGRGLOBAL
ANNUAL REPORT 2012
DGR GLOBAL LIMITED
(Formerly D’Aguilar Gold Limited) ACN 052 354 837
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
CORPORATE INFORMATION
DIRECTORS
Bill Stubbs Nicholas Mather Brian Moller Vincent Mascolo
AUDITORS
BDO Audit Pty Ltd Level 18, 300 Queen Street Brisbane QLD 4000
P | + 61 7 3237 5999
COMPANY SECRETARY
Karl Schlobohm
COUNTRY OF INCORPORATION
Australia
REGISTERED OFFICE AND PRINCIPAL BUSINESS OFFICE
DGR Global Ltd Level 27, One One One 111 Eagle Street Brisbane QLD 4000 P | + 61 7 3303 0680 F | + 61 7 3303 0681
STOCK EXCHANGE LISTING
Australian Securities Exchange Ltd ASX Code: DGR
INTERNET ADDRESS
www.dgrglobal.com
AUSTRALIAN BUSINESS NUMBER
SOLICITORS
ABN 67 052 354 837
Hopgood Ganim Level 8, Waterfront Place 1 Eagle Street Brisbane QLD 4000
SHARE REGISTER
Link Market Services Ltd Level 15, 324 Queen Street Brisbane QLD 4000 P | 1300 554 474
CONTENTS
| CHAIRMAN’S REPORT | 01 |
|---|---|
| REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS | 04 |
| DIRECTORS’ REPORT | 11 |
| AUDITOR’S INDEPENDENCE DECLARATION | 23 |
| SHAREHOLDER INFORMATION | 24 |
| CORPORATE GOVERNANCE STATEMENT | 26 |
| INTEREST IN TENEMENTS | 30 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 32 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 33 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 34 |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 35 |
| NOTES TO THE FINANCIAL STATEMENTS | 36 |
| DIRECTORS’ DECLARATION | 94 |
| INDEPENDENT AUDITOR’S REPORT | 95 |
“Our crowning success was the listing of Armour Energy Ltd, which involved the raising of AUD75 million in share capital as a precursor to its ASX listing. This was the largest capital raising for a new explorer during 2012, and vindicated the view held by the market on the merit of Armour Energy’s tenements, Board of Directors and management team.”
2
CHAIRMAN’S REPORT
Dear Shareholder,
In my address last year, for the annual report, I concluded that DGR faced a difficult and challenging year ahead and that, despite these challenges, the Company had demonstrated a record to overcome these obstacles. I believe I was proven correct in my prediction, as DGR Global made considerable progress in the implementation of its corporate goals over the last 12 months, notwithstanding the prevailing turbulence in global economic and financial market conditions.
The next 12 months will be equally as challenging. However, I continue to maintain, as I did last year, that we have the resolve, the experience and the necessary skills required to continue to progress with the same steadfastness that we did last year.
DGR Global made significant advancement during the last 12 months, and whilst this progress will be dealt with in detail in the Review of Operations, I would like to take the opportunity to mention some of the main highlights in this address.
Our crowning success was the listing of Armour Energy Ltd, which involved the raising of AUD75 million in share capital as a precursor to its ASX listing. This was the largest capital raising for a new explorer during 2012, and vindicated the view held by the market on the merit of Armour Energy’s tenements, Board of Directors and management team.
Encouragingly, as part of its exploration program following its ASX listing, Armour Energy made a potential commercial gas find in the Northern Territory with flows of up to 3 million cubic feet of gas per day.
It is interesting to note that the total gestation period for Armour Energy, from inception of the original geological concept and acquiring the relevant tenements to listing on the ASX took 2½ years. I mention this to highlight the long lead time, capital investment and patience that is required to nurture our sponsored listings from concept to maturation.
Orbis Gold Ltd (formerly Mt Isa Metals) which changed its name in August 2012 to better reflect its overseas focus in Burkina Faso, also met with further exploration success during the year. DGR Global currently holds 45 million shares in Orbis Gold which is scheduled to move towards commencement of feasibility studies on its Nabanga gold resource in the coming 12 months.
As a direct result of last year’s initiative by DGR Global to employ a New Opportunities Group based in London, IronRidge Resources Ltd was recently granted two sizeable tenement interests in Gabon, West Africa which are highly prospective for iron-ore. These exciting and well located projects will assist greatly with the company’s future capital raising and ASX-listing plans.
It is a well recognised fact that challenging times bring great opportunity: experienced industry players with longrange vision are now well placed to source new projects on
more realistic terms. DGR Global has a diverse pipeline of future projects pending tenement acquisition, and given our geological standing and credibility, funding and listing should follow in due course providing market conditions are favourable.
Interestingly our share price does not reflect the value of the shares we hold (including escrowed shares) in our sponsored companies.
At the time of going to print with this report (28/09/2012) the value of all shares (including escrowed shares) held by DGR Global in our listed sponsored companies (Orbis Gold | Armour Energy | SolGold | Navaho Gold | AusNiCo) amounted to 12 cents per DGR share, yet our shares were trading at 6.5 per share, with no value being attributed to our unlisted company investments and our ongoing pipeline of prospects.
I am firmly of the belief that as the market begins to fully appreciate our project generative and development abilities, and the scale and repeatability of our business model, this anomaly will be corrected.
Currently Navaho Gold and AusNiCo, despite initial encouragement in the early exploration stages of their projects, have not identified an economic ore body. This is not unusual in any mineral exploration venture and cycle, and the remedy is to source new prospects and projects of merit to rebuild and revitalize these companies. Management has been tasked with this challenge, and it is a high priority in the coming year.
A curious observation I’ve made, over my many years of association with the resource industry, is that the most successful explorers generally succeed with projects that are sourced subsequent to their public listing on the Stock Exchange. The process of developing an exploration concept and the listing that follows is considered to be a high-risk, high-reward undertaking; with persistence and faith as well as skill, experience and energy being the all-important drivers that influence long term success.
In conclusion I’d like to sincerely thank my fellow Directors, Management and staff for their dedication, support and hard work during a testing year, and although 2013 may be just as taxing, I feel confident in saying that we have the will and the ability to negotiate any challenges that may come our way.
Again let me conclude by thanking you, our shareholders, for your continued faith and support. It is most appreciated, and let me assure you that our main aim is always to achieve a rewarding financial return for you.
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Bill Stubbs Chairman
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
DGR GLOBAL
NORTH AMERICA
NAVAHO GOLD LTD
Carlin style gold in Western USA DGR holds 29% | 27m shares ASX: NVG
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SOLOMON ISLANDS
SOLGOLD PLC
Gold & Porphyry Copper-Gold Newmont JV at Guadakanal, Fauro Island project 100% owner DGR holds 9.6% | 33m shares
LSE AIM: SOLG
AUSTRALIA
AFRICA
ORBIS GOLD LTD
Formerly Mt Isa Metals Ltd Gold in Burkina Faso DGR holds 27% | 45m shares ASX: OBS
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AUSTRALIA (CONTINUED)
IRONRIDGE RESOURCES LTD
Iron Ore & Titanium in Queensland | DGR holds 56.5%
ARCHER RESOUCES P/L
Porphyry Copper-Gold-Silver-Molybdenum in Queensland DGR holds 67%
NAVAHO GOLD LTD
Carlin style gold in Queensland
AUSNICO LTD
New Nickel & Cobalt province in Queensland DGR holds 41.5% | 60m shares | ASX: ANW
ORBIS GOLD LTD
Formerly Mt Isa Metals Ltd Cooper-Gold in Queensland
ARMOUR ENERGY LTD
Oil & Gas in North Australia DGR holds 25% | 75m shares | ASX: AJQ
SOLGOLD PLC
Gold in Queensland
4
HIGHLIGHTS
CORPORATE
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Change of name (from D’Aguilar Gold Limited) to better reflect the company business model.
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Establishment of London based New Opportunities Group targeting bulk commodities in Africa and the Middle East.
GOLD-SILVER
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SolGold plc (DGR 35.2 million shares – 9.5%) continued to drill out and develop its gold and silver mineralised system at the Rannes project, Central Queensland.
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Navaho Gold Ltd (DGR 27 million shares – 29%) holds substantial prospective ground position in Queensland and Nevada and New Mexico, USA.
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Orbis Gold Ltd (DGR 45 million shares – 27%) has announced a maiden Inferred Mineral Resource of 3.2 million tonnes at 6.5 g/t for 660,000 ounces contained gold. Furthermore, Orbis Gold Ltd announced outstanding gold assay results extending the high grade mineralisation to 200 metres depth over 2.3 km strike length at Nabanga; new gold discoveries at Bantou and Boungou in Burkina Faso. (Note 1, Page 22)
-
Pinnacle Gold Pty Ltd (DGR 94%) secures 8 exploration licences over potential new gold and silver province in New South Wales.
NICKEL-COBALT
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AusNiCo Ltd (DGR 59 million shares – 41.5%) extends nickel-cobalt mineralised zone by drilling near Kilkivan, with copper and gold credits.
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Copper-Gold-Silver-Molybdenum
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Archer Resources Limited (DGR 67%) and wholly owned subsidiary Barlyne Mining Pty Ltd assembles package of 7 major porphyry copper gold silver molybdenum Projects.
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SolGold plc has a right to acquire 85% interest in the Cascabel gold-copper-silver porphyry property in northern Ecuador, South America.
IRON-TITANIUM
- IronRidge Resources Limited (DGR 56.5%) appoints CEO and is successful in securing substantial exploration tenements for iron ore in Gabon, West Africa.
GAS-OIL
- Armour Energy Ltd (DGR 75 million shares - 25%) takes a 13% equity position in ASX listed Lakes Oil NL (ASX: LKO) and earns in to Petroleum Exploration licence areas in the onshore Otway and Gippsland Basins in Victoria. Armour completes $75 million IPO and ASX listing in April 2012 after securing almost 130,000 km² of very prospective tenements in the Northern Territory and north west Queensland. Initial gas discoveries at Cow Lagoon and Glyde in the Northern Territory.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
INTRODUCTION
Since late 2006 when it re-defined its business model, DGR Global Limited (DGR or the Company, formerly D’Aguilar Gold Limited) has firmly established its credentials as a generator of exploration and development companies in a wide array of minerals in Australia and overseas.
Other companies have several projects but DGR offers several distinct points of difference which gives the DGR Group competitive advantages:
-
DGR 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 DGR.
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When appropriate, the subsidiary can be separately capitalised – for example by an IPO.
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Investors can choose to either invest specifically in a project/ commodity by investing in the subsidiary or, by investing in DGR, they can invest in the resource company generating business as well as having the substantial indirect carried interest via the significant DGR equity retained in the subsidiaries. This way DGR and its subsidiaries offers appeal to a wider range of investors.
The current DGR Group corporate structure is shown in Figure 1.
Reviewing the DGR business model and strategy as applied over the past year, the Company can positively report:
-
Key appointments to the senior management team of Armour Energy Limited. Negotiated acquisition of a strategic stake for Armour in Lakes Oil NL (ASX: LKO), and farm-in on highly prospective onshore Gippsland and Otway tenements in Victoria. Armour hold 13% of Lakes, and has 2 Directors on the Lakes Board. Oversubscribed AUD75 million IPO and ASX listing of Armour Energy Limited on 26 April 2012.
-
Appointment of CEO for IronRidge Resources Limited. Raising of capital to fund ongoing exploration and development. Grant of two highly prospective iron ore tenements in Gabon, West Africa.
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Formation of new subsidiary Pinnacle Gold Pty Ltd and grant of eight (8) Exploration Licences in NSW over potential new gold and silver province.
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New projects under development include applications for exploration permits targeting gold, silver, antimony, coal and graphite.
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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, DGR’s subsidiary projects frequently involve reassessment of large data bases with new angles and different focus. Again, while existing models might be applied to a new area alternatively new exploration models may be developed and applied to extensive exploration areas which can lead to the discovery of nationally important mineral provinces.
6
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ASX : DGR | 324m shares
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Investment 9.6% Investment 41.5% Investment 29% Investment 27%
33m shares 60m shares 27m shares 45m shares
LSE AIM: SOLG ASX: ANW ASX: NVG ASX: OBS
Investment 25%
75m shares
ASX: AJQ
94% 67% 56.5%
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Figure 1: DGR Global Limited Corporate Structure (1 Sept 2012)
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
REVIEW OF UNLISTED SUBSIDIARIES AND PROJECTS
IRONRIDGE RESOURCES LIMITED
IronRidge is focussed on exploration for and development of large scale bulk commodities. The company is assembling a suite of assets in prospective, under-developed regions –
Gabon (two granted Autorisations de Prospection prospective for iron ore)
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Exploration has commenced and initial sample assay results very encouraging
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Proposed drilling program to confirm extent of mineralisation prior to IPO
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Exploration target 150+ Mt, with initial DSO option already indicated
DRC (Exploitation Permit prospective for iron ore)
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MoU for 63.5% farm-in for Kasumbalesa Project
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Exploration target 65 – 260 Mt, with DSO potential
Australia (Granted EPMs prospective for TiO2/Fe/Al2O3)
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Stage 1 exploration program completed late 2011, Stage 2 planned for late 2012
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Exploration target 300 Mt
The IronRidge projects in Gabon, West Africa, are shown in the following Figure 2. Gabon is one of the richest nations in Africa, with an economy largely based on oil. It is however a recognised region for hosting iron ore, and the stable Gabonese Government is promoting mining investment. The country already has substantial rail and port infrastructure in place.
The Belinga Sud Autorisation de Prospection (see Figure 3) covers 3,027 km² and hosts hematite in conventional Banded Iron Formations (BIF). It is directly south of the Belinga Iron Ore Deposit and 150 km from the Trans-Gabonese rail line. The tenement contains several exploration targets evident from magnetic anomalies and preliminary exploration, and the potential for an initial direct shipping (DSO) project.
The Tchibanga Autorisation de Prospection (see Figure 4) covers 2,937 km² and is along strike from known iron occurrences. The area has not been subject to any “modern era” exploration. The tenement is proximate to the port of Mayumba.
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Figure 2: IronRidge Resources Gabon Tenement Locations
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Figure 3: Belinga Sud Project, Gabon, West Africa
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ARCHER RESOURCES LIMITED
Archer Resources is focussed on the discovery and development of porphyry copper gold molybdenum deposits in Queensland.
Archer has six key project areas in south east Queensland – Peenam, Gayndah and Calgoa (which already host encouraging drill intersections), Great Blackall and Pinnacles (adjacent to the recent Aussie Q Resources discoveries at Whitewash and Gordons), and Anduramba. The company also holds key tenements at Mt Abbot (west of Bowen, Qld) and a gold and base metal project at Bathurst in NSW. The location of these exploration tenements is shown in Figure 6.
Figure 4: Tchibanga Project, Gabon, West Africa
The granted exploration tenements in Australia (see Figure 5) are prospective for TiO2/Fe/Al2O3. The drilling program undertaken in late 2011 at Monogorilby revealed that the top 11 metres of the deposit is extensive and homogeneous, averaging >4.5% TiO₂ (max value 13.8%). X-Ray Diffraction (XRD) analysis indicates the mineralogy of the titanium to be rutile and titanium associated with goethite, and preliminary metallurgical test results produced an intermediate product that may be suitable for hydrometallurgical processing.
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Figure 5: IronRidge EPMs in Queensland
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Figure 6: Location of Archer Resources Tenements
Archer Resources has drill ready targets and resources. A planned $6 million IPO and ASX listing has been put on hold following the significant downturn in capital markets, and a smaller pre-IPO raising of $1.5 million is now envisaged. This will allow additional exploration and small drilling campaigns to be undertaken to further de-risk the listing raising when it is undertaken.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
PINNACLE GOLD PTY LTD
DGR geoscientists have identified an underexplored area of New South Wales which exhibits great similarities to previous discoveries by former subsidiaries Central Minerals Pty Ltd (now part of SolGold plc) at Rannes in Queensland and the North Bowen project area held by an associated company Navaho Gold Limited (ASX: NVG) as shown in Figure 7. All three areas flank the eastern side of the Bowen Sydney Basin, exhibit strong structure with aligned magnetic intrusives and feature calcareous and tuffaceous host rocks.
DGR Global subsidiary Pinnacle Gold Pty Ltd has now secured a substantial exploration ground position west of the Peel Fault and north of Manilla, NSW. Eight (8) Exploration Licence Applications covering more than 2,400km2 as shown in Figure 8 have now been granted. Landowner access agreements have been finalized on the first of the granted tenements and initial field work has recently commenced on EL 7859.
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Figure 7: Significant gold occurrences associated with Permo-Carboniferous Belts Figure 8: Pinnacle Gold exploration tenements on simplified geology and the Sydney Bowen Basin
10
Exploration activity on the Pinnacle Gold tenements will initially focus on a 50km long structure dotted with historical gold workings extending south east from Barraba. Records of the historic 19th century workings in the area, for example from Readings Reef to Tea Tree Creek reflected in Figure 9, indicate high grades of visible gold in near surface work on multiple reefs. No previous drilling on these structures has been revealed in research to date, but a report from 1983 indicates good gold values in sheared wall rock associated with one reef.
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REVIEW OF INVESTMENTS
IN LISTED COMPANIES
As outlined earlier in this review, DGR Global Limited now holds substantial investments in five listed companies. Shareholders should read the Annual Reports of each of these companies which are available on the ASX or on the individual company websites. In summary the DGR Global investments are:
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SolGold plc (LSE: SOLG) DGR 9.5% www.solgold.com.au
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Orbis Gold Ltd (ASX: OBS) DGR 27% www.orbisgold.com.au
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AusNiCo Ltd (ASX: ANW) DGR 41.5% www.ausnico.com.au
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Navaho Gold Ltd (ASX: NVG) DGR 29% www.navahogold.com
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Armour Energy Ltd (ASX: AJQ) DGR 25% www.armourenergy.com.au
FUTURE DEVELOPMENTS
DGR Global aims to hold its key positions in the listed resource companies that it has created as the companies mature and development.
This review has outlined three unlisted subsidiaries that are being prepared for listing within the next year which will bring the number of new companies created to eight.
New projects under development that may well form the basis for new unlisted subsidiaries to proceed to independent listing include applications for exploration permits targeting gold, copper, silver, uranium, rare earths, tin, antimony, coal and graphite.
Figure 9: Tea Tree Creek – Readings Reef Area on EL 7859
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
DIRECTOR’S REPORT
Your directors submit their report for the year ended 30 June 2012.
DIRECTORS
The names and details of the Company’s directors in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.
WILLIAM (BILL) STUBBS NICHOLAS MATHER
BRIAN MOLLER VINCE MASCOLO
MATTHEW STUBBS
(alternate for William Stubbs – appointed 9 May 2012 and resigned 6 July 2012)
WILLIAM (BILL) STUBBS
NON-EXECUTIVE CHAIRMAN – LLB
Mr Stubbs is a lawyer of over 35 years experience and has previously worked with DGR Global CEO Nick Mather on the Boards of numerous emerging globally significant resource companies. He was the co-founder of the legal firm Stubbs Barbeler and has practiced extensively in the area of Commercial Law including Stock Exchange listings and all areas of mining law.
Mr Stubbs has held the position of Director of various public companies over the past 25 years in the mineral exploration and biotech fields. He is also the former Chairman of Alchemia Ltd, and Bemax Resources NL which discovered and developed extensive mineral sands resources in the Murray Basin. He was the founding Chairman of Arrow Energy NL which originally pioneered coal seam gas development in Queensland’s Bowen and Surat Basins from 1998, and is now a world-wide coal seam gas company.
NICHOLAS MATHER
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER – BSC (HONS, GEOL) (UNIV. QLD), MAUSIMM
Mr Mather has 30 years of experience in exploration and resource company management. His career has taken him to a variety of countries exploring for precious and base metals and fossil fuels. He has focused his attention on the identification of and investment in large resource exploration projects.
Mr Mather was Managing Director of BeMaX Resources NL and instrumental in the discovery of the world class Gingko mineral sand deposit in the Murray Basin in 1998. As an Executive Director of Arrow Energy NL, Mr Mather drove the acquisition and business development of Arrow’s large Surat Basin Coal Bed Methane project in South East Queensland. He was Managing Director of Auralia Resources NL, a junior gold explorer before its $23 million merger with Ross Mining NL in 1995. He was also a Non-Executive Director of Ballarat Goldfields NL, having assisted that company in its reemergence as a significant emerging gold producer.
During the past three years Mr Mather has also served as a director of the following listed companies:
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Armour Energy Ltd
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Lakes Oil NL (appointed 7 February 2012)
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Orbis Gold Ltd
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AusNiCo Ltd
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Navaho Gold Ltd
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Bow Energy Ltd (resigned 11 January 2012)
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SolGold plc, which is listed on the London Stock Exchange (AIM)
During the past three years Mr Stubbs has also served as a director of the following listed and public companies:
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Armour Energy Ltd
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Lakes Oil NL
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Stradbroke Ferries Ltd
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Coalbank Ltd
Mr Stubbs is a member of the Audit and Risk Committee and the Remuneration and Nomination Committee.
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BRIAN MOLLER
NON EXECUTIVE DIRECTOR – LLB (HONS)
Brian 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. During the past three years Mr Moller has also served as a director of the following listed companies:
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AusNiCo Ltd
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Platina Resources Ltd
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Navaho Gold Ltd
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SolGold plc, which listed on the London Stock Exchange (AIM)
Mr Moller is a member of the Audit and Risk Committee and the Remuneration and Nomination Committee.
VINCENT MASCOLO
NON EXECUTIVE DIRECTOR – BENG MINING, MAUSIMM, MEI AUST
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 numerous assignments in the Civil and Construction Industry, including construction and project management, engineering, quality control and environment and safety management. He is also a member of both the Australian Institute of Mining and Metallurgy and the Institute of Engineers of Australia.
Mr Mascolo has not served as a director of any other listed companies in the last 3 years.
Mr Mascolo is a member of the Audit and Risk Committee and the Remuneration and Nomination Committee.
As at the date of this report, the interest of the directors in the shares and options of DGR Global Ltd were:
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NUMBER OF ORDINARY SHARES NUMBER OF OPTIONS OVER ORDINARY SHARES
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| William (Bill) Stubbs | 756,818 | 3,500,000 |
|---|---|---|
| Nicholas Mather | 45,516,662 | 6,500,000 |
| Brian Moller | 1,301,909 | 3,500,000 |
| Vince Mascolo | 2,546,207 | 2,500,000 |
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
COMPANY SECRETARY
REVIEW OF FINANCIAL CONDITION
KARL SCHLOBOHM
COMPANY SECRETARY - B.COMM, B.ECON, M.TAX, CA, AICD
Karl Schlobohm is a Chartered Accountant with over 20 years of experience across a wide range of industries and businesses. He has extensive experience with financial accounting, corporate governance, company secretarial duties and board reporting. Over the past 6 years, Mr Schlobohm has contracted into roles as CFO and/or Company Secretary for a number of ASX-listed resource companies including Linc Energy, Discovery Metals and Meridian Minerals.
He currently acts as the Company Secretary for ASX-listed Armour Energy Ltd, Navaho Gold Ltd, AusNiCo Ltd and LSE (AIM)-listed SolGold Plc.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the financial year was mineral exploration. There were no significant changes in the nature of the Group’s principal activities during the financial year.
DIVIDENDS PAID OR RECOMMENDED
There were no dividends paid or recommended during or since 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.
CAPITAL STRUCTURE
Ordinary Shares
There were no issues of shares made during the year.
Options
There were 5,300,000 options exercisable at 28 cents each allotted to executives during the year.
Position at 30 June 2012 and Position at the Date of this Report
FINANCIAL POSITION
The net assets of the Group have decreased by $7,667,004 to $38,405,915 as at 30 June 2012 from $46,072,919 as at 30 June 2011. This decrease has largely resulted from the following factors:
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A decrease in the carrying value of the Group’s investment holding in the London AIM-listed SolGold plc;
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Impairment charges recorded on the carrying value of the Group’s investment in AusNiCo Ltd, Armour Energy Ltd and Navaho Gold Ltd;
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The Group’s funds being directed on the Group’s exploration expenditure, partly offset by a gain booked on the deconsolidation of AusNiCo Ltd and Armour Energy Ltd and proceeds from share issue raisings in unlisted subsidiaries.
During the past year the Group has continued investing in its mineral exploration tenements.
TREASURY POLICY
The Group does not have a formally established treasury function. The Board is responsible for managing the Group’s currency risks and finance facilities. The Group does not currently undertake hedging of any kind.
LIQUIDITY AND FUNDING
Following the sale of shares in Orbis Gold Ltd on 8 August 2012, the Group has sufficient funds to finance its operations and to allow the Group to take advantage of favourable business opportunities, not specifically budgeted for, or to fund unforeseen expenditure.
14
OPERATING RESULTS
For the year ended 30 June 2012, the Group profit after income tax was $3,426,456 (2011 loss of $4,800,268).
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
In the opinion of the Directors there were no significant changes in the state of affairs of the Group that occurred during the financial year under review not otherwise disclosed in this report or the financial statements of the Group for the financial year.
SIGNIFICANT EVENTS AFTER BALANCE DATE
On 8 August 2012, the Group sold 5,000,000 Orbis Gold Ltd shares on market at $0.35 per share to improve the Group’s working capital position. Subsequent to the sale of these shares, the Group holds 45,000,000 ordinary shares in Orbis Gold Ltd.
The Directors are not aware of any other significant changes in the state of affairs of the Group or events after the balance date that would have a material impact on the consolidated financial statements.
FUTURE DEVELOPMENTS
Likely developments in the operations of the Group 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 Group’s operations in subsequent financial years other than information which the Directors believe comment on or disclosure of, would prejudice the interests of the Group.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group is subject to environmental regulation in relation to its exploration activities. The Group has conducted an extensive review of the environmental status of the Mining Leases and has estimated the potential costs for future rehabilitation and restoration to be $600,000. There are no matters that have arisen in relation to environmental issues up to the date of this report.
REMUNERATION REPORT (AUDITED)
REMUNERATION POLICY
The performance of the Company depends upon the quality of its Directors and Executives. To prosper, the Company must attract, motivate and retain highly skilled Directors and Executives.
The Remuneration and Nomination Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and the Executive team. The Remuneration and Nomination Committee assesses the appropriateness of the nature and amount of remuneration 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 remuneration 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.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
REMUNERATION REPORT (AUDITED) CONTINUED
NON-EXECUTIVE DIRECTOR REMUNERATION
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. The Company’s specific policy for determining the nature and amount of remuneration 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 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 $350,000 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 Director’s or general meetings of the Company or otherwise in connection with the business of the Company.
All Directors have the opportunity to qualify for participation in the Directors’ and Executive Officers’ option plan, subject to the approval of shareholders.
The remuneration of Non-Executive Directors for the year ended 30 June 2012 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 DGR Global Employee Share Option Plan.
The remuneration of the Executive Director and Senior Management for the year ended 30 June 2012 is detailed in this Remuneration Report.
RELATIONSHIP BETWEEN REMUNERATION AND COMPANY PERFORMANCE
The Company and its subsidiaries’ principal activity is mineral exploration and accordingly does not generate any revenues from operations and historically has generated losses.
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 (5) years:
| 2008 | 2009 | 2010 | 2011 | 2012 | |
|---|---|---|---|---|---|
| Share price | $0.13 | $0.04 | $0.04 | $0.10 | $0.06 |
| at year end |
16
REMUNERATION REPORT (AUDITED) CONTINUED
During the year ended 30 June 2012 the market price of the Company’s ordinary shares ranged from a low of $0.06 to a high of $0.16. There were no dividends paid during the 5 year period.
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 agreement with the Managing Director has a notice period of three (3) months. All other Executive employment agreements have a one month notice period. No current employment contracts contain 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
DGR Global Ltd has an agreement with Samuel Capital Pty Ltd, an entity associated with Nicholas Mather and Nicholas Mather for the provision of certain consultancy services. Samuel Capital Pty Ltd will provide Nicholas Mather as the managing Director of DGR Global Ltd for a base fee of $199,413 per annum. There is no fixed term specified in this agreement.
Under the terms of the present contract:
-
Both DGR Global Ltd and Samuel Capital Pty Ltd are entitled to terminate the contract upon giving three (3) months written notice;
-
DGR Global Ltd is entitled to terminate the agreement upon the happening of various events in respect of Samuel Capital Pty Ltd’s solvency or other conduct or if Nicholas Mather ceases to be a Director of DGR Global Ltd;
There is no termination payment provided for in the Executive Service Contract with Samuel Capital Ltd.
Senior Management
Employment contracts entered into with senior management contain the following key terms:
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----- Start of picture text -----
EVENT COMPANY POLICY
----- End of picture text -----
| Performance based salary increases | Board discretion | |
|---|---|---|
| and/or bonuses Short and long-term incentives, such as options |
Board discretion | |
| Short and long-term incentives, such as options |
1 - 3 months | |
| Serious misconduct | Company may terminate at any time |
|
| Payouts upon resignation or termination, outside industrial |
None | |
| regulations (i.e. ‘golden | ||
| handshakes’) |
DETAILS OF KEY MANAGEMENT PERSONNEL
DIRECTORS Bill Stubbs Nicholas Mather Vincent Mascolo Brian Moller
OTHER KEY MANAGEMNET PERSONNEL
The following persons were Senior Executives of the Company:
| Greg Runge | General Manager | |
|---|---|---|
| Karl Schlobohm | Company Secretary | |
| Neil Wilkins Priy Jayasuriya |
Exploration Manager Chief Financial Offcer |
|
| Carlie Rogers | Business Development Executive | |
| Barry Stoffell | Chief Geologist, New Opportunities Group (appointed 9 September 2011) |
|
| Amanda Geard | Business Generation, New Opportunities Group (appointed 9 September 2011) |
- The contract provides for a six monthly review of performance by DGR Global Ltd. The Company currently has not set any specific KPIs.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
REMUNERATION REPORT (AUDITED) CONTINUED
REMUNERATION DETAILS
Remuneration of Key Management Personnel
| DIRECTORS | SHORT TERM BENEFITS | SHORT TERM BENEFITS | SHORT TERM BENEFITS | POST- | SHARE BASED PAYMENTS | SHARE BASED PAYMENTS | TOTAL | CONSISTING | CONSITION OF |
|---|---|---|---|---|---|---|---|---|---|
| EMPLOYMENT | EQUITY SETTLED | OF EQUITY | PERFORMANCE | ||||||
| RELATED | |||||||||
| SALARY & FEES $ |
CASH BONUS $ |
OTHER $ |
SUPER- ANNUATION $ |
OPTIONS $ |
SHARES $ |
$ | % | % | |
| Bill Stubbs 2012 2011 |
110,972 51,772 |
- - |
9,942 7,940 |
- - |
- 229,289 |
- - |
120,915 289,001 |
- 79 |
- - |
| Nicholas Mather 2012 2011 |
395,385 327,285 |
- - |
18,142 15,740 |
- - |
- 432,786 |
- - |
413,527 775,811 |
- 56 |
- - |
| Brian Moller 2012 2011 |
60,000 74,726 |
- - |
9,942 7,940 |
- - |
- 229,289 |
- - |
69,942 311,955 |
- 74 |
- - |
| Vince Mascolo 2012 2011 |
50,000 140,000 |
- - |
9,942 7,940 |
- - |
- 165,520 |
- - |
59,942 313,460 |
- 53 |
- - |
| TOTAL REMUNERATION | |||||||||
| 2012 | 616,357 | - | 47,968 | - | - | - | 664,325 | ||
| 2011 | 593,783 | - | 39,560 | - | 1,056,884 | - | 1,690,227 |
18
REMUNERATION REPORT (AUDITED) CONTINUED
REMUNERATION DETAILS
Remuneration of Key Management Personnel
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OTHER KEY SHORT TERM BENEFITS POST- SHARE BASED PAYMENTS TOTAL CONSISTING CONSITION OF
MANAGEMENT EMPLOYMENT EQUITY SETTLED OF EQUITY PERFORMANCE
PERSONNEL RELATED
SALARY & CASH OTHER SUPER- OPTIONS SHARES
FEES BONUS ANNUATION
$ $ $ $ $ $ $ % %
Greg Runge
2012 171,489 - 8,200 15,434 - - 195,123 - -
2011 171,489 - 7,800 15,434 111,814 - 306,537 36 -
Karl Schlobohm
2012 125,000 25,000 17,292 - - - 167,292 - 15
2011 174,583 - 15,740 - 288,771 25,000 504,094 57
Neil Wilkins
2012 50,400 - - - - - 50,400 - -
2011 18,200 - - - 111,814 - 130,014 86 -
Priy Jayasuriya [1]
2012 208,222 25,000 4,893 18,740 24,062 - 280,917 9 9
2011 112,209 - 2,370 10,099 111,814 - 236,492 47 -
Carlie Rogers [2]
2012 133,380 25,000 4,893 12,004 - 60,000 235,277 26 11
2011 98,800 - 2,866 8,892 229,724 - 340,282 68 -
Amanda Geard [3]
2012 155,332 - - - 172,529 - 327,861 53 -
2011 - - - - - - - - -
Barry Stoffell [4]
2012 155,332 - - - 172,529 - 327,861 53 -
2011 - - - - - - - - -
TOTAL REMUNERATION
2012 999,155 75,000 35,278 46,178 369,120 60,000 1,584,731
2011 575,281 - 28,776 34,425 853,937 25,000 1,517,419
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1Mr Priy Jayasuriya was appointed as Chief Financial Officer on 22 November 2010.
2Ms Carlie Rogers was appointed as the Business Development Executive on 13 September 2010.
3Ms Amanda Geard was appointed as Business Generation, New Opportunities Group on 9 September 2011.
4Mr Barry Stoffell was appointed as Chief Geologist, New Opportunities Group on 9 September 2011.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
REMUNERATION REPORT (AUDITED) CONTINUED
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.
Bonus payments totaling $75,000 were made during the year ended 30 June 2012 (2011: $25,000 in shares). These bonuses were paid on the successful IPO of Armour Energy Limited. In addition to these bonuses, the Company transferred 300,000 Armour Energy Ltd shares to an executive in recognition of their involvement in the IPO. The shares were granted on 10 August 2011.
Shares and options issued as part of remuneration for the year ended 30 June 2012
Shares and options are not issued based on performance criteria, as the Board does not consider this appropriate for a junior exploration company. Options are issued to the majority of key management personnel and executives to align comparative shareholder return and reward for Directors and executives. There were no vesting conditions applicable to options issued by DGR Global Ltd. Options issued by Armour Energy Ltd are subject to a service vesting condition. Shares were valued at the market price on date of issue.
OPTIONS GRANTED AS REMUNERATION
Details of options granted as remuneration for the year ended 30 June 2012 for key management personnel are given below:
DGR Global Ltd
| NAME | GRANT DATE |
GRANT NUMBER |
EXERCISE PRICE |
EXPIRY DATE |
VEST DATE |
NUMBER VESTED |
% VESTED |
VALUE PER OPTION AT GRANT DATE |
|---|---|---|---|---|---|---|---|---|
| Priy Jayasuriya | 28/02/12 | 300,000 | $0.28 | 28/02/15 | 28/02/12 | 300,000 | 100% | $0.0625 |
| Amanda Geard | 25/04/12 | 2,500,000 | $0.28 | 25/04/15 | 25/04/12 | 2,500,000 | 100% | $0.0690 |
| Barry Stoffell | 25/04/12 | 2,500,000 | $0.28 | 25/04/15 | 25/04/12 | 2,500,000 | 100% | $0.0690 |
Armour Energy Ltd
| NAME | GRANT DATE |
GRANT NUMBER |
EXERCISE PRICE |
EXPIRY DATE |
VEST DATE |
NUMBER VESTED |
% VESTED |
VALUE PER OPTION AT GRANT DATE |
|---|---|---|---|---|---|---|---|---|
| Priy Jayasuriya | 23/11/11 | 500,000 | $0.50 | 23/11/14 | 4/11/13 | - | 0% | $0.0373 |
The fair value of options granted has been calculated 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.
All options entitle the holder to one share in the each relevant named company for each option exercised.
Once vested, options can be exercised at any time up to the expiry date. No amount was paid or payable on the grant of options.
20
REMUNERATION REPORT (AUDITED) CONTINUED
SHARES ISSUED ON EXERCISE OF REMUNERATION OPTIONS
There were no options exercised into ordinary shares of DGR Global Ltd by employees during the year that were previously granted as remuneration.
The Board’s current policy does not allow Directors and executives to limit their risk exposure in relation to equities or options without the approval of the Board.
DIRECTORS’ MEETINGS
The number of meetings of Directors held during the period and the number of meetings attended by each Director were as follows:
| BOARD | BOARD | AUDIT & RISK MANAGEMENT COMMITTEE |
AUDIT & RISK MANAGEMENT COMMITTEE |
REMUNERATION & NOMINATION COMMITTEE |
REMUNERATION & NOMINATION COMMITTEE |
|
|---|---|---|---|---|---|---|
| NUMBER OF MEETINGS HELD WHILE IN OFFICE |
MEETINGS ATTENDED |
NUMBER OF MEETINGS HELD WHILE IN OFFICE |
MEETINGS ATTENDED |
NUMBER OF MEETINGS HELD WHILE IN OFFICE |
MEETINGS ATTENDED |
|
| Nicholas Mather | 9 | 9 | N/A | N/A | N/A | N/A |
| Bill Stubbs | 9 | 7* | 2 | 2 | - | - |
| Brian Moller | 9 | 9 | 2 | 2 | - | - |
| Vincent Mascolo | 9 | 9 | 2 | 2 | - | - |
* In addition, Mr Matthew Stubbs also attended 1 meeting during the year as an appointed Alternate Director for Bill Stubbs.
INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND AUDITORS
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 DGR Global 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 or insured its auditor.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
OPTIONS
At the date of this report, the unissued ordinary shares of DGR Global Ltd under option are as follows:
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GRANT DATE DATE OF EXPIRY EXERCISE PRICE NUMBER UNDER OPTION
----- End of picture text -----
| 24 | November 2010 | 24 November 2013 | $0.28 | 16,000,000 |
|---|---|---|---|---|
| 28 | February 2011 | 28 February 2014 | $0.28 | 12,000,000 |
| 28 | February 2012 | 28 February 2015 | $0.28 | 300,000 |
| 25 | April 2012 | 25 April 2015 | $0.28 | 5,000,000 |
At the date of this report, the unissued ordinary shares of Archer Resources Ltd under option are as follows:
| GRANT DATE | DATE OF EXPIRY EXERCISE PRICE NUMBER UNDER OPTION |
DATE OF EXPIRY EXERCISE PRICE NUMBER UNDER OPTION |
DATE OF EXPIRY EXERCISE PRICE NUMBER UNDER OPTION |
|---|---|---|---|
| 15 December 2010 | 31 December 2014 | $0.20 | 15,000,000 |
| 30 June 2011 | 31 December 2014 | $0.20 | 4,500,000 |
Armour Energy Ltd and AusNiCo Ltd both exited the Group during the year.
No option holder has any right under the options to participate in any other share issue of the Company or any other entity.
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.
NON-AUDIT SERVICES
The following non-audit services were provided by the entity’s auditor BDO Audit Pty Ltd. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of each type of non-audit service provided means that auditor independence was not compromised.
BDO Audit Pty Ltd received the following amounts for the provision of non-audit services:
| Tax services | $34,225 |
|---|---|
| Other assurance services (investingating accountants report) | $57,355 |
22
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of DGR Global Ltd support and have adhered to the principles of corporate governance. The Company’s corporate governance statement can be found on page 30.
AUDITORS INDEPENDENCE DECLARATION
The Auditor Independence Declaration forms part of the Directors Report and can be found on page 23.
Signed in accordance with a resolution of the Directors.
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Nicholas Mather
Managing Director Brisbane Date: 28 September 2012
Notes:
1. The resource information quoted for Orbis Gold Limited has been taken from Orbis Gold’s ASX release of 25 September 2012, and is based on information compiled and prepared by Mr Phillip Micale (Consultant) under the guidance of Dr Simon Dominy who holds the position of Executive Consultant with Snowden Mining Industry Consultants Pty Ltd. Mr Micale is a qualified geologist with 8 years experience in geology and resource estimation and is a Member of The Australasian Institute of Mining and Metallurgy. Dr Dominy is a qualified mining geologist and engineer with over 25 years experience in geology and resource / reserve evaluation. He is a Fellow of The Australasian Institute of Mining and Metallurgy and certified by that organisation as a Chartered Professional Geologist. He has sufficient experience relevant to the style of mineralisation and type of deposit under consideration 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, Mineral Resources and Ore Reserves (the “JORC Code and guidelines”). Dr Dominy consents to the inclusion in the report of the Mineral Resource in the form and context in which they appear.
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 Capital Pty Ltd which provides certain consultancy services including the provision of Mr Mather as the Managing Director of DGR Global Limited (and a director of DGR Global Limited’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.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
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Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au
Level 18, 300 Queen St Brisbane QLD 4000, GPO Box 457 Brisbane QLD 4001 Australia
DECLARATION OF INDEPENDENCE BY TIM KENDALL TO THE DIRECTORS OF DGR GLOBAL LIMITED
As lead auditor of DGR Global Limited for the year ended 30 June 2012, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
any applicable code of professional conduct in relation to the audit.
This declaration is in respect DGR Global Limited and the entities it controlled during the period.
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T J Kendall
Director
BDO Audit Pty Ltd
Brisbane, 28 September 2012
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.
24
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 17 September 2012.
A. DISTRIBUTION SCHEDULE
Fully Paid Ordinary Shares, and Unlisted Options
The number of shareholders holding less than a marketable parcel of shares is 574 (holding a total of 1,535,803 ordinary shares).
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UNLISTED $0.28 OPTIONS UNLISTED $0.28 OPTIONS
ORDINARY SHARES EXERCISABLE ON OR BEFORE EXERCISABLE ON OR BEFORE
24 NOVEMBER 2013 28 FEBRUARY 2014
NUMBER OF NUMBER OF NUMBER OF NUMBER OF NUMBER OF NUMBER OF
HOLDERS SHARES HOLDERS OPTIONS HOLDERS OPTIONS
1 – 1,000 201 17,281 - - - -
1,001 – 5,000 272 879,374 - - - -
5,001 – 10,000 327 2,838,730 - - - -
10,001 – 100,000 857 35,970,286 - - - -
100,001 and over 386 284,497,089 4 16,000,000 13 11,875,000
Total 2,043 324,202,760 4 16,000,000 13 11,875,000
UNLISTED $0.28 OPTIONS UNLISTED $0.28 OPTIONS
EXERCISABLE ON OR BEFORE EXERCISABLE ON OR BEFORE
28 FEBRUARY 2015 24 APRIL 2015
NUMBER OF NUMBER OF NUMBER OF NUMBER OF
HOLDERS OPTIONS HOLDERS OPTIONS
- - - -
1 – 1,000
- - - -
1,001 – 5,000
- - - -
5,001 – 10,000
- - - -
10,001 – 100,000
100,001 and over 1 300,000 1 5,000,000
Total 1 300,000 1 5,000,000
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The number of shareholders holding less than a marketable parcel of shares is 574 (holding a total of 1,535,803 ordinary shares).
B. SUBSTANTIAL SHAREHOLDERS
The following parties are substantial shareholders in the Company:
| NUMBER OF SHARES | % | |
|---|---|---|
| Nicholas Mather* | 45,516,662 | 14.04 |
| Tenstar Trading Limited | 33,921,543 | 10.46 |
* Includes Indirect Holdings
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
C. VOTING RIGHTS
All ordinary shares carry one vote per share without restriction.
D. RESTRICTED SECURITIES
As at the date of this report, there were no restrictions over the Company’s shares.
E. TWENTY LARGEST HOLDERS
The names of the twenty largest holders, in each class of quoted security in DGR Global Ltd are:
Ordinary shares:
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1 N & J Mather 34,425,000 10.62%
2 Tenstar Trading Ltd * 33,921,543 10.46%
3 Indium Investments Pty Ltd 16,000,000 4.94%
4 Dr Leon Eugene Pretorius * 9,595,454 2.96%
5 BT Portfolio Services Limited 9,450,000 2.91%
6 Mather Foundation Limited 5,850,657 1.80%
7 Gurravembi Investments Pty Ltd 5,000,000 1.54%
8 Mr Robert Simeon Lord 5,000,000 1.54%
9 UBS Wealth Management Nominees Pty Ltd 4,878,389 1.50%
10 Samuel Holdings Pty Ltd 4,485,666 1.38%
11 Wadley Bickle Pty Ltd 4,285,714 1.32%
12 Mr Guy Lance Jones 3,500,000 1.08%
13 RL & NP Bray 3,200,000 0.99%
14 Pinegold Pty Ltd 2,953,850 0.91%
15 Flaskas Bickle Pty Ltd 2,840,714 0.88%
16 Mr Vincent David Mascolo 2,546,207 0.79%
17 Fortunato Pty Ltd 2,491,072 0.77%
18 Laskho Pty Ltd 2,351,420 0.73%
19 Prepet Pty Ltd 2,260,451 0.70%
20 Aiken & Associates Ltd 2,169,993 0.67%
Top 20 157,206,130 48.49%
Total 324,202,760 100.00%
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* These shareholders have more than one shareholding and these shareholdings have been merged for the purposes of this table.
26
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of DGR Global Ltd is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of DGR Global Ltd on behalf of the shareholders by whom they are elected and to whom they are accountable.
DGR Global 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:
Principle 1 Lay solid foundations for management and oversight
Principle 2 Structure the Board to add value Principle 3 Promote ethical and responsible decision making Principle 4 Safeguard integrity in financial reporting Principle 5 Make timely and balanced disclosure Principle 6 Respect the rights of shareholders Principle 7 Recognise and manage risk Principle 8 Remunerate fairly and responsibly
A copy of the eight Corporate Governance Principles and Recommendations can be found on the ASX’s website.
Any departures to the Council’s best practice recommendations as at the date of this report, or throughout the year ended 30 June 2012, 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 on office at the date of the Annual Report is included in the Director’s Report. Corporate Governance Council Recommendation 2.1 requires a majority of the Board should be independent Directors. The Corporate Governance Council defines 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 judgment.
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.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
BOARD (CONTINUED)
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:
| NAME | POSITION |
|---|---|
| Bill Stubbs | Non-executive Chairman |
| Vince Mascolo | Non-Executive Director |
In accordance with the Council’s definition of independence above, and the materiality thresholds set, the following Directors are not considered to be independent:
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NAME POSITION REASON FOR
NON-COMPLIANCE
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| Nicholas | Executive Director | Mr Mather is employed |
|---|---|---|
| Mather | by the Company in an | |
| Executive capacity | ||
| Brian Moller | Non-Executive | Mr Moller is a principal |
| Director | of a material professional advisor to the Company |
For the whole of the current year, half of the Board were considered independent. DGR Global 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 DGR Global due to their considerable industry and corporate experience. The Board believes that the Company is not currently of a sufficient size to warrant the inclusion of more independent Directors.
TRADING POLICY
The Directors of the Company are subject to a number of restrictions in relation to them dealing in Shares of the Company, all of which are incorporated in a Trading Policy which is part of the Company’s Corporate Governance Policies and Procedures. Directors can only deal in Shares in the Company during certain periods or in certain circumstances (e.g. a bonus issue), and then only after receiving written clearance for the intended transaction from the Chairman of the Board.
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.
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:
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NAME TERM IN OFFICE
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| Nicholas Mather | 10 years, 11 months |
|---|---|
| Bill Stubbs | 2 year, 9 months |
| Brian Moller | 9 years, 1 month |
| Vincent Mascolo | 8 years, 7 months |
28
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 Group 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:
RISK MANAGEMENT
The Company has developed a basic framework for risk management and internal compliance and control systems which cover organizational, 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.dgrglobal.com).
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 they system is operating effectively in all material respects in relation to financial reporting risks.
-
Vincent Mascolo
-
(chairman of Audit and Risk Management Committee)
-
Brian Moller
-
Bill Stubbs
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 2012 and until the date of this report, the Company did not satisfy these requirements, as Mr Moller is technically not considered “independent” as outlined above. The Board considers this matter immaterial to the conduct and good governance practices of the committee.
PERFORMANCE EVALUATION
The Remuneration and Nominations Committee considers remuneration and nomination issues annually and otherwise as required in conjunction with the regular meetings of the Board.
The performance of the Board is considered at regular meetings of the Board. No formal performance evaluation of the Directors was undertaken during the year ended 30 June 2012.
For additional details of Directors’ attendance at Board and Audit and Risk Management Committee meetings and to 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.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
REMUNERATION
It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and Executive team by remunerating Director and key Executives fairly and appropriately with reference to relevant and employment market conditions. To assist in achieving this objective, the Board links the nature and amount of Executive Director’s and Officer’s emoluments to the Company’s financial and operations performance. The expected outcomes of the remuneration structure are:
-
Retention and Motivation of key Executives;
-
Attraction of quality management to the Company;
-
Performance incentives which allow Executives to share the rewards of the success of the Company.
For details on the amount of remuneration and all monetary and non-monetary components for the Company’s (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.
DIVERSITY POLICY
The Company has established a Diversity Policy in accordance with the ASX Corporate Governance recommendations. The Company recognizes and values the potential competitive advantages associated with diversity (including gender, age, ethnicity and cultural background) and the benefits of its integration throughout the Company.
The Company aims to attract, nurture and develop the collective skills and diverse experience and attributes of personnel within the Company.
When the Board considers that the Company to be of sufficient size, having regard to the nature and scale of its operations, it will seek to develop, measure and monitor strategies, initiatives, programs and objectives for the achievement of diversity within its personnel, executives and Board as appropriate.
Notwithstanding its Diversity Policy, the Company will maintain the principal criteria for the selection and promotion of current and prospective employees as their prospect of adding value to the Company and enhancing the probability of the Company achieving its business objectives, having regard to their relative experience, and the nature of the industry in which the Company operates.
The Board believes that the Company is not currently of a sufficient size to warrant the establishment of formal measureable diversity objectives. However, the Company is pleased to report the following statistics in line with the ASX Corporate Governance recommendations:
| NUMBER OF FEMALES AT BOARD LEVEL | Nil (0%) | |
|---|---|---|
| NUMBER OF FEMALES AT EXECUTIVE LEVEL: | 3 (14%) | |
| NUMBER OF FEMALE EMPLOYEES | 8 (36%) | |
| (INCLUDING EXECUTIVES): |
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: www.dgrglobal.com
30
INTEREST IN TENEMENTS
As at the date of this report, the Group has an interest in the following tenements.
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TENURE TYPE, NUMBER AND NAME CURRENT HOLDER REGISTERED INTEREST DATE OF EXPIRY
OF HOLDER (%)
EPCA 2888 Blair Athol Aimfire Energy Pty Ltd 100 Under Application
ELA 291 North Coober Pedy Aimfire Energy Pty Ltd 100 Under Application
ELA 292 Pootnoura Aimfire Energy Pty Ltd 100 Under Application
ELA 295 Mt Marron Aimfire Energy Pty Ltd 100 Under Application
ELA 296 Tallaringa Aimfire Energy Pty Ltd 100 Under Application
ELA 297 England Hill Aimfire Energy Pty Ltd 100 Under Application
ELA 298 Mosquito Creek Aimfire Energy Pty Ltd 100 Under Application
ELA 303 North West Coober Pedy Aimfire Energy Pty Ltd 100 Under Application
ELA 28 Mount Arckaringa Aimfire Energy Pty Ltd 100 Under Application
EPM 14666 Anduramba Archer Resources Ltd 100 27-Oct-2014
EPM 19379 Three Sisters Archer Resources Ltd 100 29-Jan-2015
EPMA 19186 Retreat Archer Resources Ltd 100 Under Application
EPMA 19244 Pinnacles East Archer Resources Ltd 100 Under Application
EPMA 19411 Drummond North Archer Resources Ltd 100 Under Application
EPMA 19815 Kola South Archer Resources Ltd 100 Under Application
MDL 376 Anduramba Archer Resources Ltd 100 30-Jun-13
EPM 13361 West Kilkivan Barlyne Mining Pty Ltd 100 5-Feb-111
EPM 18410 Peenam Extended Barlyne Mining Pty Ltd 100 28-Mar-13
EPM 18451 Calgoa Barlyne Mining Pty Ltd 100 20-May-13
EPM 18493 Great Blackall Barlyne Mining Pty Ltd 100 17-Aug-13
EPM 18559 Tewoo Barlyne Mining Pty Ltd 100 19-Dec-14
EPM 18808 Pinnacle Barlyne Mining Pty Ltd 100 28-Oct-12
EPM 19087 Mt Abbot Barlyne Mining Pty Ltd 100 28-Jul-14
EPMA 18984 Eungella Barlyne Mining Pty Ltd 100 Under Application
EPMA 19270 Pandanus Creek Coolgarra Minerals Pty Ltd 100 Under Application
EL 6652 Cow Flat DGR Global Ltd 100 19-Oct-12 [1,3]
EL 7497 Georges Plains DGR Global Ltd 100 31-Mar-2012 [1,3]
EPM 15134 Gayndah DGR Global Ltd 100 29-Sep- 2010 [1,2]
EPM 15238 Manumbar DGR Global Ltd 100 13-Dec-2012
EPM 18586 Upper Kariobe DGR Global Ltd 100 23-Aug-2012 [1]
MDL 409 Daddamarine DGR Global Ltd 100 31-Dec-2015
ML 3678 United Reefs DGR Global Ltd 100 31-May-2022
ML 3741 Shamrock Extd DGR Global Ltd 100 30-Sep-2009 [1]
ML 3748 Black Shamrock DGR Global Ltd 100 28-Feb-2013
ML 3749 North Chinaman DGR Global Ltd 100 31-Jul-2007 [1]
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DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
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TENURE TYPE, NUMBER AND NAME CURRENT HOLDER REGISTERED INTEREST DATE OF EXPIRY
OF HOLDER (%)
ML 3752 Shamrock Tailings DGR Global Ltd 100 31-Jan-2010 [1]
ML 3753 Shamrock Tailings Extended DGR Global Ltd 100 31-Aug-2013
ML 50059 Manumbar DGR Global Ltd 100 31-Dec-2008 [1]
ML 50099 Manumbar Extd. DGR Global Ltd 100 31-Aug-2013
ML 50148 Tableland DGR Global Ltd DGR Global Ltd 100 30-Apr-2014
EPM 16260 Cardarga Two Eastern Exploration Pty Ltd 100 11-Jun-13
EPM 16261 Cardaga One Eastern Exploration Pty Ltd 100 27-May-13
14/2012 Gawler Hartz Rare Earths Pty Ltd 100 Under Application
EPM 17929 Coorada IronRidge Resources Ltd 100 27-Mar-2013
EPM 18037 Coorada South IronRidge Resources Ltd 100 26-Oct-2012
EPM 18108 Brovinia IronRidge Resources Ltd 100 25-Nov-2012
EPM 18534 Quaggy Creek IronRidge Resources Ltd 100 11-Oct-2012
EPMA 19164 Glencoe IronRidge Resources Ltd 100 Under Application
EPMA 19239 Duck Creek IronRidge Resources Ltd 100 Under Application
EPMA 19240 Duck Creek West IronRidge Resources Ltd 100 Under Application
EPMA 19289 Old Weipa Mission IronRidge Resources Ltd 100 Under Application
EPMA 19409 Burnley IronRidge Resources Ltd 100 Under Application
EL 7859 Manilla Pinnacle Gold Pty Ltd 100 8-Nov-13
EL 7860 Bald Hill Pinnacle Gold Pty Ltd 100 8-Nov-13
EL 7867 Coolgardie Creek Pinnacle Gold Pty Ltd 100 17-Nov-13
EL 7868 Oakey Creek Pinnacle Gold Pty Ltd 100 17-Nov-17
EL 7897 Kelvin Fault Pinnacle Gold Pty Ltd 100 9-Feb-14
EL 7898 Hill 398 Pinnacle Gold Pty Ltd 100 9-Feb-14
EL 7903 Eulah Creek Pinnacle Gold Pty Ltd 100 21-Feb-14
EL 7932 Tea Tree Pinnacle Gold Pty Ltd 100 10-May-14
EPMA Manumbar South Pinnacle Gold Pty Ltd 100 Under Application
EPCA Cadarga Quiver Coal Pty Ltd 100 Under Application
EPMA 18383 Westmoreland East Ripple Resources Pty Ltd 100 Under Application
EPMA 19208 Westmoreland South Ripple Resources Pty Ltd 100 Under Application
EPMA 19795 Egilabria North Ripple Resources Pty Ltd 100 Under Application
EPMA 19796 Dooadgee Ripple Resources Pty Ltd 100 Under Application
EPMA 19797 Egilabria South Ripple Resources Pty Ltd 100 Under Application
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Note:
1. Renewal applications have been lodged in respect of these Exploration Permits and Mining Leases.
2. Tenement being transferred to Barlyne Mining Pty Ltd. 3. Tenement being transferred to Archer Resources Ltd.
32
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2012
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NOTES 2012 2011
$ $
REVENUE AND OTHER INCOME
Revenue 2 2,340,293 1,254,285
Other income 2 32,629,644 4,864,927
Total revenue and other income 34,969,937 6,119,212
EXPENSES
Finance costs (4,282) (128,934)
Employee benefits expenses (3,234,239) (2,582,364)
Depreciation (59,925) (54,555)
Legal expenses (187,409) (259,116)
Administration and consulting expenses (3,138,522) (1,920,551)
Exploration and evaluation assets written-off (422,085) (207,179)
Share of losses of associates (2,203,824) (906,503)
Impairment of investment in associate (20,182,209) (2,098,280)
Share based payments expense (369,970) (2,936,337)
Other expenses 3 - (248,446)
PROFIT (LOSS) BEFORE INCOME TAX 4 5,167,472 (5,223,053)
Income tax (expense)/benefit (1,741,016) 422,785
PROFIT (LOSS) FOR THE YEAR 3,426,456 (4,800,268)
OTHER COMPREHENSIVE INCOME
Change in fair value of available-for-sale financial assets (6,866,571) 5,451,166
Income tax relating to other comprehensive income 2,059,971 (1,635,350)
OTHER COMPREHENSIVE INCOME FOR THE YEAR, (4,806,600) 3,815,816
NET OF TAX
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (1,380,144) (984,452)
PROFIT / (LOSS) FOR THE YEAR ATTRIBUTABLE TO:
Owners of the parent company 4,204,244 (3,995,362)
Non-controlling interests (777,788) (804,906)
3,426,456 (4,800,268)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
ATTRIBUTABLE TO:
Owners of the parent company (602,356) (179,546)
Non-controlling interests (777,788) (804,906)
(1,380,144) (984,452)
EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF CENTS / SHARE CENTS / SHARE
THE PARENT COMPANY
Basic earnings per share 8 1.3 (1.2)
Diluted earnings per share 8 1.3 (1.2)
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The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2012
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NOTES 2012 2011
$ $
CURRENT ASSETS
Cash and cash equivalents 9 463,725 14,801,474
Trade and other receivables 10 275,098 356,612
Other current assets 16 18,448 332,000
TOTAL CURRENT ASSETS 757,271 15,490,086
NON-CURRENT ASSETS
Other financial assets 11 3,092,892 10,271,096
Investments accounted for using the equity method 13 28,968,765 11,088,680
Property, plant and equipment 14 527,903 627,017
Exploration and evaluation assets 15 7,466,917 11,896,187
TOTAL NON-CURRENT ASSETS 40,056,477 33,882,980
TOTAL ASSETS 40,813,748 49,373,066
CURRENT LIABILITIES
Trade and other payables 17 1,110,683 1,658,436
Other financial liabilities 18 14,076 14,141
TOTAL CURRENT LIABILITIES 1,124,759 1,672,577
NON-CURRENT LIABILITIES
Other financial liabilities 18 27,694 53,235
Deferred tax liabilities 4 655,380 974,335
Provisions 19 600,000 600,000
TOTAL NON-CURRENT LIABILITIES 1,283,074 1,627,570
TOTAL LIABILITIES 2,407,833 3,300,147
NET ASSETS 38,405,915 46,072,919
EQUITY
Issued capital 20 21,885,983 21,885,983
Reserves 21 21,562,041 24,628,686
Accumulated losses 22 (6,115,161) (10,319,405)
Equity attributable to owners of the parent company 37,332,863 36,195,264
Non-controlling interests 1,073,052 9,877,655
TOTAL EQUITY 38,405,915 46,072,919
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34
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2012
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ATTRIBUTABLE TO OWNERS OF PARENT COMPANY
ISSUED ACCUMULATED SHARE-BASED AVAILABLE- CHANGE IN TOTAL NON- TOTAL
CAPITAL LOSSES PAYMENTS FOR-SALE PROPORTIONATE CONTROLLING EQUITY
RESERVE FINANCIAL INTEREST INTERESTS
ASSETS RESERVE
RESERVE
$ $ $ $ $ $ $ $
Balance at 1 July 2010 21,650,983 (6,776,590) 2,021,193 - 5,485,398 22,380,984 818,304 23,199,288
Loss for the year - (3,995,362) - - - (3,995,362) (804,906) (4,800,268)
Other comprehensive - - - 3,815,816 - 3,815,816 - 3,815,816
income
Total comprehensive - (3,995,362) - 3,815,816 - (179,546) (804,906) (984,452)
income for the year
Issue of shares 210,000 - - - - 210,000 - 210,000
Issue of shares to non- - - - - 10,758,075 10,758,075 10,242,390 21,000,465
controlling interests
Share issue costs, net - - - - (722,628) (722,628) - (722,628)
of tax
Share based payments 25,000 - 3,723,379 - - 3,748,379 - 3,748,379
Non-controlling interest - - - - - - (378,133) (378,133)
in subsidiary disposed
Other - 452,547 (452,547) - - - - -
BALANCE AT 30 JUNE 21,885,983 (10,319,405) 5,292,025 3,815,816 15,520,845 36,195,264 9,877,655 46,072,919
2011
Profit for the year - 4,204,244 - - - 4,204,244 (777,788) 3,426,456
Other comprehensive - - - (4,806,600) - (4,806,600) - (4,806,600)
income
Total comprehensive - 4,204,244 - (4,806,600) - (602,356) (777,788) (1,380,144)
income for the year
Issue of shares - - - - - - - -
Issue of shares to non- - - - - 1,435,804 1,435,804 870,385 2,306,189
controlling interests
Share issue costs, net - - - - (65,819) (65,819) - (65,819)
of tax
Share based payments - - 369,970 - - 369,970 - 369,970
Non-controlling interest - - - - - - (8,897,199) (8,897,199)
in subsidiary disposed
BALANCE AT 21,885,983 (6,115,161) 5,661,995 (990,784) 16,890,830 37,332,863 1,073,052 38,405,915
30 JUNE 2012
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The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2012
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NOTES 2012 2011
$ $
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts in the course of operations 2,241,276 1,011,915
Payments to suppliers and employees (7,400,079) (5,689,756)
Interest received 403,895 346,037
Interest and other costs of finance paid (4,282) (128,934)
NET CASH FLOWS FROM OPERATING ACTIVITIES 29 (4,759,190) (4,460,738)
CASH FLOWS FROM INVESTING ACTIVITIES
Security Deposit (payment)/refunds (1,015,578) (94,000)
Payments for property, plant and equipment (104,501) (88,481)
Payments for investments in available-for-sale financial (2,250,000) (457,017)
assets
Payments for investments in associates - (300,000)
Proceeds from the sale of investments in available for sale 368,294 -
financial assets
Proceeds from the sale of investments in associates 575,233 -
Payments for exploration and evaluation assets (6,731,970) (2,364,991)
Cash disposed of on deconsolidation (2,648,715) (1,037)
Proceeds from the repayment of convertible notes - 1,000,000
NET CASH FLOWS FROM INVESTING ACTIVITIES (11,807,237) (2,305,576)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of shares - 633,000
Proceeds from the issue of shares in subsidiaries 2,306,188 21,000,465
to non-controlling interests
Capital raising expenses (65,818) (944,942)
Proceeds from borrowings - 500,000
Repayment of borrowings (11,692) (520,461)
NET CASH FLOWS FROM FINANCING ACTIVITIES 2,228,678 20,668,062
Net increase / (decrease) in cash held (14,337,749) 13,901,748
Cash at the beginning of the year 14,801,474 899,726
CASH AT THE END OF THE FINANCIAL YEAR 9 463,725 14,801,474
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36
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2012
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CORPORATE INFORMATION
The consolidated financial report of DGR Global Ltd for the year ended 30 June 2012 was authorized for issue in accordance with a resolution of the directors on 28 September 2012.
DGR Global Ltd (the “Parent” or the “Company”) is a public company limited by shares incorporated and domiciled in Australia. The Company’s registered office is located at Level 27, One One One, 111 Eagle Street, Brisbane, Qld 4000. DGR Global Ltd is a for-profit entity.
The nature of the operations and principal activities of the Group are described in the director’s report.
BASIS OF PREPARATION
This 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.
The financial report covers the Group comprising of DGR Global Ltd and its subsidiaries and is presented in Australian dollars.
COMPLIANCE WITH IFRS
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 Group has not generated significant revenues from operations. As such, the Group’s ability to continue to adopt the going concern assumption will depend upon a number of matters including subsequent successful raising in the future of necessary funding and the successful exploration and subsequent exploitation of the Group’s tenements and investments. In the absence of these matters being successful, there exists a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern with the result that the Group may have to realize its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts different from those stated in the financial statements. No adjustments for such circumstances have been made in the financial statements.
On 8 August 2012, the Group sold 5,000,000 Orbis Gold Ltd shares to raise $1,750,000 to improve the Group’s working capital position.
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.
The following is a summary of the material accounting policies adopted by the Group in the preparation of the financial report.
Australian Accounting Standards include Australian Equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial statements and notes of DGR Global Ltd comply with International Financial Reporting Standards (IFRS).
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
ACCOUNTING POLICIES
A. NEW AND AMENDED STANDARDS AND INTERPRETATIONS
The accounting policies adopted are consistent with those of the previous financial year except as follows: The Group has adopted the following new and amended Australian Accounting Standards and AASB Interpretations as of 1 July 2011:
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REFERENCE TITLE APPLICATION DATE APPLICATION DATE
OF STANDARD FOR THE COMPANY
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| AASB | 124 (R) | Related Party Disclosures (December 2009) | 1 January 2011 | 1 July 2011 |
|---|---|---|---|---|
| AASB | 2009-12 | Amendments to Australian Accounting Standards [AASB 5, 8, 108, | 1 January 2011 | 1 July 2011 |
| 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, | ||||
| 1039 & 1052] | ||||
| AASB | 2009-14 | Amendments to Australian Interpretation – Prepayments of a | 1 January 2011 | 1 July 2011 |
| Minimum Funding Requirement | ||||
| AASB | 1054 | Australian Additional Disclosures | 1 July 2011 | 1 July 2011 |
| AASB | 2010-4 | Further Amendments to Australian Accounting Standards arising | 1 January 2011 | 1 July 2011 |
| from the Annual Improvements Project [AASB 1, 7, 101, 134 and | ||||
| Interpretation 13] | ||||
| AASB | 2010-5 | Amendments to Australian Accounting Standards [AASB 1, 3, 4, 5, | 1 January 2011 | 1 July 2011 |
| 101, 107, 112, 118, 119, 121, 132, 133, 134, 137, 139, 140, 1023 & 1038 | ||||
| and Interpretations 112, 115, 127, 132 & 1042] | ||||
| AASB | 2010-6 | Amendments to Australian Accounting Standards – Disclosures on | 1 July 2011 | 1 July 2011 |
| Transfers of Financial Assets [AASB 1 & AASB 7] | ||||
| AASB | 2011-1 | Amendments to Australian Accounting Standards arising from the | 1 July 2011 | 1 July 2011 |
| Trans-Tasman Convergence project [AASB 1, AASB 5, AASB 101, | ||||
| AASB 107, AASB 108, AASB 121, AASB 128, AASB 132, AASB 134, | ||||
| Interpretation 2, Interpretation 112, Interpretation 113] |
Australian Accounting Standards and Interpretations that have been recently issued or amended but are not yet effective have not been adopted by the Group for the annual reporting period ending 30 June 2012.
The Group anticipates that all of the relevant pronouncements will be adopted in the Group’s accounting policies for the first period beginning after the effective date of the pronouncement. Information of new standards, amendments and interpretations that are expected to be relevant to the Group’s financial statements is provided below:
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REFERENCE TITLE APPLICATION DATE APPLICATION DATE
OF STANDARD FOR THE COMPANY
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| AASB | 9 | Financial Instruments | 1 January 2015 | 1 July 2015 |
|---|---|---|---|---|
| AASB | 10 | Consolidated Financial Statements | 1 January 2013 | 1 July 2013 |
| AASB | 11 | Joint Arrangements 1 January 2013 | 1 January 2013 | 1 July 2013 |
| AASB | 12 | Disclosure of Interests in Other Entities | 1 January 2013 | 1 July 2013 |
| AASB | 13 | Fair Value Measurements | 1 January 2013 | 1 July 2013 |
| AASB | 20011-9 | Amendments to Australian Accounting Standards Presentation of | 1 July 2012 | 1 July 2012 |
| Items of Other Comprehensive Income (AASB 101 Amendments) | ||||
| AASB | 20011-4 | Amendments to Australian Accounting Standards to Remove | 1 July 2013 | 1 July 2013 |
| Individual Key Management Personnel Disclosure Requirements | ||||
| (AASB 124 Amendments) |
38
ACCOUNTING POLICIES (CONTINUED)
B. BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of DGR Global Ltd and its subsidiaries as at and for the period ended 30 June each year (the “Group”).
Subsidiaries
Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. In preparing the consolidated financial statements, all intercompany balances, transactions, unrealized gains and losses resulting from intra-group transactions and dividends have been eliminated in full.
Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which control is transferred out of the Group.
Investments in subsidiaries held by DGR Global Ltd are accounted for at cost in the separate financial statements of the parent entity less any impairment charges. Dividends received from subsidiaries are recorded as a component of other revenues by the parent entity, and do not impact the recorded cost of the investment. Upon receipt of dividend payments from subsidiaries, the parent will assess whether any indicators of impairment of the carrying value of the investment in the subsidiary exist. Where such indicators exist, to the extent that the carrying value of the investment exceeds its recoverable amount, an impairment loss is recognised.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. The acquisition method of accounting involves recognising at acquisition date, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. The identifiable assets acquired and the liabilities assumed are measured at their acquisition date fair values.
The difference between the above items and the fair value of consideration (including the fair value of any pre-existing investment in the acquiree) is goodwill or discount on acquisition.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is,
from the acquisition date, allocated to each of the Group’s cash generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash generating unit retained.
Non-controlling interests are allocated their share of net profit after tax in the statement of comprehensive income and presented within equity in the consolidated statement of financial position, separately from the equity of the owners of the parent.
Losses are attributed to the non-controlling interest even if that results in a deficit balance.
Associates
Associates are all entities over which the Group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition.
The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss and its share of postacquisition movements in other comprehensive income is recognised in other comprehensive income where applicable. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates reduce the carrying amount of the investment.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
ACCOUNTING POLICIES (CONTINUED)
Joint Ventures
Jointly controlled assets
The proportionate interests in the assets, liabilities and expenses of a joint venture activity have been incorporated in the financial statements under the appropriate headings.
Changes in Ownership Interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of DGR Global Ltd.
When the Group ceases to have control, or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
C. BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer, and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.
conditions, the Group’s operating or accounting policies and other pertinent conditions as at the acquisition date.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value through profit and loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with AASB 139 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it is not remeasured.
D. OPERATING SEGMENTS
An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. This may include start-up operations which are yet to earn revenues.
Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements.
Information about other operating segments that are below the quantitative criteria are combined and disclosed in a separate category for “all other segments”.
E. CASH AND CASH EQUIVALENTS
For the statement of cash flows, cash and cash equivalents include cash on hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with contractual terms, economic
40
ACCOUNTING POLICIES (CONTINUED)
F. TRADE AND OTHER RECEIVABLES
Receivables generally have 30-60 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment.
Collectability of receivables is reviewed on an ongoing basis. Individual debts that are known to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that the Group will not be able to collect the receivable. Financial difficulties of the debtor or debts more than 90 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate.
G. 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. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.
Classification and Subsequent Measurement
(i Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.
(ii) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets. These assets are measured at fair value with gains or losses recognised in the profit or loss.
Available-for-sale financial assets comprise investments in listed and unlisted entities and non-derivatives that are either designated in this category or not classified in any other categories. After initial recognition, these investments are measured at fair value with gains or losses recognised in other comprehensive income.
(iv) 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 other financial assets and liabilities, where appropriate, including recent arm’s length transactions, reference to similar instruments and option pricing models.
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 derecognized 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 profit of loss.
Impairment of financial assets
An assessment is made at each balance 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 from 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. Impairment losses are recognised in the profit or loss.
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.
(iii) Available-for-sale financial assets
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
ACCOUNTING POLICIES (CONTINUED)
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) the cumulative loss that has been recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment. When a subsequent event reduces the impairment of an available for sale debt security the impairment loss is reversed through profit or loss. When a subsequent event reduces the impairment of an available for sale equity instrument the fair value increased is recognised in other comprehensive income.
H. PROPERTY, PLANT & EQUIPMENT
Property, plant & equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
The cost of property, plant & equipment constructed within the Group 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 profit or loss during the financial year in which they are incurred.
Depreciation
The depreciable amount of all property, plant & equipment is depreciated over their useful life to the Group 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 property, plant & equipment Depreciation
Freehold building 2.5% Straight line
Plant and equipment 10% -35% Straight line
Computers and office equipment 33.3% Straight line
Furniture and fittings 20% Straight line
Motor vehicles 25% Straight line
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Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.
I. EXPLORATION AND EVALUATION ASSETS
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing.
A 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.
A provision is raised against exploration and evaluation assets 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.
Costs of site restoration are provided over the life of the area 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.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in profit or loss.
42
ACCOUNTING POLICIES (CONTINUED)
J. IMPAIRMENT OF ASSETS
At each reporting date, the Group reviews the carrying values of its assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over it recoverable amount is expensed to the profit or loss.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
K. TRADE AND OTHER PAYABLES
Trade and other payables are carried at amortised cost and due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30-60 days of recognition.
L. PROVISIONS AND EMPLOYEE BENEFITS
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in profit or loss net of any reimbursement.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.
Employee benefits
(i) Wages, salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Expenses for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
(ii) Long service leave
The liability for long service leave is recognised and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wages and salary levels, experience of employee departures, and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.
M. LEASES
Leases of property, plant & equipment where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to the Group 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 year.
Leased assets are depreciated on a straight line basis over their estimated useful lives where it is likely that the Group will obtain ownership of the asset or over the term of the lease.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight line basis over the lease term.
Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term.
N. SHARE CAPITAL
Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
ACCOUNTING POLICIES (CONTINUED)
O. SHARE-BASED PAYMENTS
The Group may provide benefits to Directors, employees or consultants in the form of share-based payment transactions, whereby services may be undertaken in exchange for shares or options over shares (“equity-settled transactions”).
The fair value of options granted to Directors, employees and consultants is recognised as an employee benefit expense with a corresponding increase in equity (share-based payments reserve). The fair value is measured at grant date and recognised over the period during which the recipients become unconditionally entitled to the options. Fair value is determined using the Black-Scholes option pricing model. 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 profit or loss. If new options are substituted for the cancelled options and designated as a replacement, the combined impact of the cancellation and replacement options are treated as if they were a modification.
P. REVENUE
Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Services
Management fees are recognised as services are provided.
Interest
Interest revenue is recognized as interest accrues using the effective interest rate method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. All revenue is stated net of the amount of goods and services tax (GST).
Q. INCOME TAX
The income tax expense for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
The 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 is 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 recognised in profit or loss except where it relates to items that may be recognised directly in other comprehensive income or equity, in which case the deferred tax is recognised in other comprehensive income or directly against equity respectively. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences and unused tax losses can be utilised.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
DGR Global Ltd and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. DGR Global Ltd is responsible for recognising the current tax assets and liabilities and deferred tax assets attributable to tax losses for the tax consolidation group. The tax consolidated group have entered a tax funding agreement whereby each company in the tax consolidation group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidation group.
44
ACCOUNTING POLICIES (CONTINUED)
T. COMPARATIVES
When required by Australian Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
R. GST
Revenues, expenses and assets 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 statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.
S. EARNINGS PER SHARE
Basic earnings per share is calculated as net profit (loss) attributable to members of the parent, adjusted to exclude any costs of servicing equity other than ordinary shares, divided by the weighted average number of ordinary shares, adjusted for any bonus element.
U. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The Directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.
Key judgements – exploration & evaluation assets
The Group 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.
The Directors have assessed that for the exploration and evaluation assets recognised at 30 June 2012, the facts and circumstances do not suggest that the carrying amount of an asset may exceed its recoverable amount. In considering this the Directors have had regard to the facts and circumstances that indicate a need for an impairment as noted in Accounting Standard AASB 6 “Exploration for and Evaluation of Mineral Resources”.
Exploration and evaluation assets at 30 June 2012 were $7,466,917 (2011: $11,896,187).
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
-
The after tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and
-
The weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 2. REVENUE AND OTHER INCOME
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2012 2011
$ $
REVENUE
- Interest 403,895 346,037
- Management fees – related parties 1,936,398 908,248
Total Revenue 2,340,293 1,254,285
INTEREST REVENUE FROM
- Deposits held with financial institutions 403,895 346,037
Total Interest Revenue 403,895 346,037
OTHER INCOME
- Gain on loss of control of subsidiaries 27,018,571 4,482,171
- Gain on sale of investments 281,200 -
- Realised gain on disposal of available for sale financial asset 148,975 -
- Realised gain on disposal of available for sale financial asset 4,950,000 -
on loss of control of subsidiary
- Reversal of impairment of investment in associate - 131,356
- Other income 230,898 251,400
Total other income 32,629,644 4,864,927
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NOTE 3. PROFIT / (LOSS)
| NOTE 3. PROFIT / (LOSS) | ||
|---|---|---|
| Proft/(loss) before income tax has been determined after | ||
| Finance costs | ||
| - External | 4,282 | 28,934 |
| - Related parties | - | 100,000 |
| Total fnance costs | 4,282 | 128,934 |
| Share based payments expense | 369,970 | 2,936,337 |
| Defned contributions superannuation expense | 227,882 | 179,434 |
| Minimum lease rentals under operating leases | 472,275 | 321,583 |
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NOTE 4. INCOME TAX
A.COMPONENTS OF TAX EXPENSE COMPRISE
| 2012 $ |
2011 $ |
|---|---|
| Deferred tax 1,741,016 |
(422,785) |
| 1,741,016 | (422,785) |
| Components of tax expense on other comprehensive income comprise: |
|
| Deferred tax (2,059,971) |
1,635,350 |
| (2,059,971) | 1,635,350 |
B. THE PRIMA FACIE TAX ON PROFIT / (LOSS) BEFORE INCOME TAX IS RECONCILED TO THE INCOME TAX EXPENSE AS FOLLOWS:
| Prima facie tax on proft / (loss) before income tax at 30% (2011: 30%) | 1,550,242 | (1,566,916) |
|---|---|---|
| Add tax effect of: | ||
| Share based payments | 111,061 | 880,901 |
| Deferred assets not recognized | - | 566,425 |
| Other | 417,399 | - |
| Net deferred tax liability recognised on investments | 1,780,800 | - |
| 3,859,502 | (119,590) | |
| Less tax effect of: | ||
| Beneft of deferred tax assets relating to prior years not previously recognised | (2,109,062) | - |
| Other | (9,424) | (303,195) |
| Income tax expense | 1,741,016 | (422,785) |
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 4. INCOME TAX (CONTINUED)
C. RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES
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2012 OPENING NET CHARGED NET CHARGED LOSS OF CLOSING
BALANCE TO INCOME TO OTHER CONTROL OG BALANCE
COMPREHENSIVE SUBSIDIARY
INCOME
$ $ $ $ $
Deferred tax asset
Carried forward tax losses 6,152,565 5,173,724 - (3,097,767) 8,228,522
Accruals/provisions 233,077 48,498 - (54,557) 227,018
Capital raising costs expensed 105,030 21,026 - (15,657) 110,399
Capital raising costs in equity 224,298 (36,010) - (162,330) 25,958
AFS revaluation 16,718 - - - -
6,731,688 5,190,520 - (3,330,311) 8,591,897
Deferred tax liability
AFS revaluation (1,635,350) - 2,059,971 - 424,621
Impairment of associates (2,627,766) (4,804,058) - - (7,431,824)
Exploration and evaluation (3,442,907) (2,127,478) - 3,330,311 (2,240,074)
assets
(7,706,023) (6,931,536) 2,059,971 3,330,311 (9,247,277)
Net deferred tax (974,335) (1,741,016) 2,059,971 - (655,380)
Deferred tax assets not
recognised
Unused tax losses 536,346 (7,030,205) - (3,127,690) 1,787,819
Tax benefit at 30% 3,583,714 (2,109,062) - (938,307) 536,346
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NOTE 4. INCOME TAX (CONTINUED)
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2011 OPENING NET CHARGED NET CHARGED NET CHARGED LOSS OF CLOSING
BALANCE TO INCOME TO EQUITY TO OTHER CONTROL OG BALANCE
COMPREHENSIVE SUBSIDIARY
INCOME
$ $ $ $ $ $
Deferred tax asset
Carried forward tax losses 4,540,590 2,047,151 - - (435,176) 6,152,565
Accruals/provisions 213,054 20,023 - - - 233,077
Impairment of investments 414,640 (414,640) - - - -
Capital raising costs 49,084 55,946 - - - 105,030
expensed
Capital raising costs in equity 52,023 (65,955) 238,230 - - 224,298
AFS revaluation - - - 16,718 - 16,718
5,269,391 1,642,525 238,230 16,718 (435,176) 6,731,688
Deferred tax liability
AFS revaluation (2,617,599) 6,551 - (1,652,068) - (4,263,116)
Exploration and evaluation (2,651,792) (1,226,291) - - 435,176 (3,442,907)
assets
(5,269,391) (1,219,740) - (1,652,068) 435,176 (7,706,023)
Net deferred tax - 422,785 238,230 (1,635,350) - (974,335)
Deferred tax assets not
recognised
Unused tax losses 10,814,210 1,888,083 - - (756,580) 11,945,713
Tax benefit at 30% 3,244,263 566,425 - - (226,974) 3,583,714
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In order to recoup carried forward losses in future periods, either the Continuity of Ownership Test (COT) or Same Business Test must be passed. The majority of losses are carried forward at 30 June 2012 under COT.
Deferred tax assets which have not been recognised as an asset, will only be obtained if:
(i) the Company derives future assessable income of a nature and of an amount sufficient to enable the losses to be realised; (ii) the Company continues to comply with the conditions for deductibility imposed by the law; and (iii) no changes in tax legislation adversely affect the Company in realising the losses.
NOTE 5. KEY MANAGEMENT PERSONNEL
A. KEY MANAGEMENT PERSONNEL COMPENSATION
Refer to the Remuneration Report contained in the Directors Report for details of the remuneration paid or payable to each member of the Group’s Key Management Personnel for the year ended 30 June 2012. The totals of remuneration paid to Key Management Personnel during the year are as follows:
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----- Start of picture text -----
2012 2011
$ $
Short-term employee benefits 1,773,758 1,237,400
Post-employment benefits 46,178 34,425
Share-based payments 429,120 1,935,821
Total 2,249,056 3,207,646
----- End of picture text -----
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
B. EQUITY INSTRUMENTS
Shareholdings of key management personnel in DGR Global Ltd (including indirect holdings)
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----- Start of picture text -----
CURRENT YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2011 COMPENSATION EXERCISED OTHER 30 JUNE 2012
DGR GLOBAL
Directors
William Stubbs 756,818 - - - 756,818
Nicholas Mather 45,516,662 - - - 45,516,662
Brian Moller 1,301,909 - - - 1,301,909
Vince Mascolo 2,546,207 - - - 2,546,207
Other Key Management Personnel
Greg Runge 4,321,382 - - - 4,321,382
Karl Schlobohm 2,415,638 - - - 2,415,638
Neil Wilkins 2,371,168 - - (721,168) 1,650,000
- - - - -
Priy Jayasuriya
- - - - -
Carlie Rogers
- - - - -
Barry Stoffell [1]
Amanda Geard [2] - - - - -
Total 59,229,784 (721,168) 58,508,616
----- End of picture text -----
1 Barry Stoffell was appointed on 9 September 2011.
2 Amanda Geard was appointed on 9 September 2011.
#Net Change Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash in on-market transactions.
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----- Start of picture text -----
PREVIOUS YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2010 COMPENSATION EXERCISED OTHER 30 JUNE 2011
DGR GLOBAL
Directors
William Stubbs 756,818 - - - 756,818
Nicholas Mather 45,516,662 - - - 45,516,662
Brian Moller 1,301,909 - - - 1,301,909
Vince Mascolo 2,546,207 - - - 2,546,207
Other Key Management Personnel
Greg Runge 4,321,382 - - - 4,321,382
Karl Schlobohm 615,638 200,000 2,000,000 (400,000) 2,415,638
Neil Wilkins 2,371,168 - - - 2,371,168
- - - - -
Priy Jayasuriya [1]
- - - - -
Carlie Rogers [2]
Total 57,429,784 200,000 2,000,000 (400,000) 59,229,784
----- End of picture text -----
1 Priy Jayasuriya was appointed on 22 November 2010.
2 Carlie Rogers was appointed on 13 September 2010.
[#] Net Change Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash in on-market transactions.
There were no shares held nominally at 30 June 2012 (2011: nil).
50
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
Shareholdings of key management personnel in AusNiCo Ltd (including indirect holdings)
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----- Start of picture text -----
CURRENT YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2011 COMPENSATION EXERCISED OTHER 30 JUNE 2012
AusNiCo
Directors
William Stubbs 35,000 - - (35,000) -
Nicholas Mather 2,440,000 - - (2,440,000) -
Brian Moller 50,000 - - (50,000) -
Vince Mascolo 320,000 - - (320,000) -
Other Key Management Personnel
Greg Runge 160,000 - - (160,000) -
Karl Schlobohm 10,000 - - (10,000) -
Neil Wilkins 201,800 - - (201,800) -
- - - - -
Priy Jayasuriya
- - - - -
Carlie Rogers
- - - - -
Barry Stoffell [1]
Amanda Geard [2] - - - - -
Total 3,216,800 - - (3,216,800)
----- End of picture text -----
1 Barry Stoffell was appointed on 9 September 2011. 2 Amanda Geard was appointed on 9 September 2011.
# Net Change Other reflects the balance of shares held at the time AusNiCo exited the Group on 20 October 2011.
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----- Start of picture text -----
PREVIOUS YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2010 COMPENSATION EXERCISED OTHER 30 JUNE 2011
AusNiCo
Directors
William Stubbs - - - 35,000 35,000
Nicholas Mather - - - 2,440,000 2,440,000
Brian Moller - - - 50,000 50,000
Vince Mascolo - - - 320,000 320,000
Other Key Management Personnel
Greg Runge - - - 160,000 160,000
Karl Schlobohm - - - 10,000 10,000
Neil Wilkins - - - 201,800 201,800
- - - - -
Priy Jayasuriya [1]
- - - - -
Carlie Rogers [2]
Total - - - 3,216,800 3,216,800
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1 Priy Jayasuriya was appointed on 22 November 2010. 2Carlie Rogers was appointed on 13 September 2010.
#Net Change Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash in on-market transactions.
There were no shares held nominally at 30 June 2012 (2011: nil).
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
Shareholdings of key management personnel in Armour Energy Ltd (including indirect holdings)
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----- Start of picture text -----
CURRENT YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2011 COMPENSATION EXERCISED OTHER 30 JUNE 2012
ARMOUR ENERGY
Directors
William Stubbs 250,000 - - (250,000) -
Nicholas Mather - - - - -
Brian Moller 350,000 - - (350,000) -
Vince Mascolo 50,000 - - (50,000) -
Other Key Management Personnel
Greg Runge 100,000 - - (100,000) -
Karl Schlobohm 175,000 - - (175,000) -
Neil Wilkins 1,200,000 - - (1,200,000) -
- - - - -
Priy Jayasuriya
Carlie Rogers - 300,000 - (300,000) -
- - - - -
Barry Stoffell [1]
Amanda Geard [2] - - - - -
Total 2,125,000 300,000 - (2,425,000) -
----- End of picture text -----
1 Barry Stoffell was appointed on 9 September 2011.
2 Amanda Geard was appointed on 9 September 2011.
#Net Change Other reflects the balance of shares held at the time Armour Energy exited the Group on 26 April 2012.
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PREVIOUS YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2010 COMPENSATION EXERCISED OTHER 30 JUNE 2011
ARMOUR ENERGY
Directors
William Stubbs - - - 250,000 250,000
Nicholas Mather - - - - -
Brian Moller - - - 350,000 350,000
Vince Mascolo - - - 50,000 50,000
Other Key Management Personnel
Greg Runge - - - 100,000 100,000
Karl Schlobohm - - - 175,000 175,000
Neil Wilkins - - - 1,200,000 1,200,000
- - - - -
Priy Jayasuriya [1]
- - - - -
Carlie Rogers [2]
Total - - - 2,125,000 2,125,000
----- End of picture text -----
1 Priy Jayasuriya was appointed on 22 November 2010. 2 Carlie Rogers was appointed on 13 September 2010. #Net Change Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash (Company not listed) on similar terms and conditions to other shareholders.
There were no shares held nominally at 30 June 2012 (2011: nil).
52
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
Shareholdings of key management personnel in Archer Resources Ltd (including indirect holdings)
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----- Start of picture text -----
CURRENT YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2011 COMPENSATION EXERCISED OTHER 30 JUNE 2012
ARCHER RESOURCES
Directors
William Stubbs - - - -
Nicholas Mather - - - -
Brian Moller 100,000 - - 100,000
Vince Mascolo 100,000 - - 100,000
Other Key Management Personnel
Greg Runge 100,000 - - - 100,000
Karl Schlobohm - - - - -
Neil Wilkins - - - - -
- - - - -
Priy Jayasuriya
- - - - -
Carlie Rogers
- - - - -
Barry Stoffell [1]
Amanda Geard [2] - - - - -
Total 300,000 - - - 300,000
----- End of picture text -----
1 Barry Stoffell was appointed on 9 September 2011.
2 Amanda Geard was appointed on 9 September 2011.
#Net Change Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash (Company not listed) on similar terms and conditions to other shareholders.
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----- Start of picture text -----
PREVIOUS YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2010 COMPENSATION EXERCISED OTHER 30 JUNE 2011
ARCHER RESOURCES
Directors
William Stubbs - - - -
Nicholas Mather - - - -
Brian Moller - - - 100,000 100,000
Vince Mascolo - - - 100,000 100,000
Other Key Management Personnel
Greg Runge - - - 100,000 100,000
Karl Schlobohm - - - - -
Neil Wilkins - - - - -
- - - - -
Priy Jayasuriya [1]
- - - - -
Carlie Rogers [2]
Total - - - 300,000 300,000
----- End of picture text -----
1 Priy Jayasuriya was appointed on 22 November 2010. 2Carlie Rogers was appointed on 13 September 2010. #Net Change Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash (Company not listed) on similar terms and conditions to other shareholders.
There were no shares held nominally at 30 June 2012 (2011: nil).
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
Shareholdings of key management personnel in IronRidge Resources Ltd (including indirect holdings)
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CURRENT YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2011 COMPENSATION EXERCISED OTHER 30 JUNE 2012
IRONRIDGE RESOURCES
Directors
William Stubbs - - - - -
Nicholas Mather - - - - -
Brian Moller - - - - -
Vince Mascolo - - - 1,000,000 1,000,000
Other Key Management Personnel
Greg Runge 50,000 - - 250,000 300,000
Karl Schlobohm - - - 200,000 200,000
Neil Wilkins - - - 400,000 400,000
- - - - -
Priy Jayasuriya
- - - - -
Carlie Rogers
- - - - -
Barry Stoffell [1]
Amanda Geard [2] - - - - -
Total 50,000 - - 1,850,000 1,900,000
----- End of picture text -----
1 Barry Stoffell was appointed on 9 September 2011.
2 Amanda Geard was appointed on 9 September 2011.
#Net Change Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash (Company not listed) on similar terms and conditions to other shareholders.
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----- Start of picture text -----
PREVIOUS YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2010 COMPENSATION EXERCISED OTHER 30 JUNE 2011
IRONRIDGE RESOURCES
Directors
William Stubbs - - - - -
Nicholas Mather - - - - -
Brian Moller - - - - -
Vince Mascolo - - - - -
Other Key Management Personnel
Greg Runge 50,000 - - - 50,000
Karl Schlobohm - - - - -
Neil Wilkins - - - - -
- - - - -
Priy Jayasuriya [1]
- - - - -
Carlie Rogers [2]
Total 50,000 - - - 50,000
----- End of picture text -----
1 Priy Jayasuriya was appointed on 22 November 2010.
2 Carlie Rogers was appointed on 13 September 2010.
#Net Change Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash (Company not listed) on similar terms and conditions to other shareholders.
There were no shares held nominally at 30 June 2012 (2011: nil).
54
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
Shareholdings of key management personnel in Pinnacle Gold Pty Ltd (including indirect holdings)
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----- Start of picture text -----
CURRENT YEAR BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE
1 JULY 2011 COMPENSATION EXERCISED OTHER 30 JUNE 2012
PINNACLE GOLD
Directors
William Stubbs - - - 200,000 200,000
Nicholas Mather - - - 200,000 200,000
Brian Moller - - - - -
Vince Mascolo - - - 200,000 200,000
Other Key Management Personnel
Greg Runge - - - 500,000 500,000
Karl Schlobohm - - - 100,000 100,000
Neil Wilkins - - - 400,000 400,000
Priy Jayasuriya - - - 50,000 50,000
- - - - -
Carlie Rogers
- - - - -
Barry Stoffell [1]
Amanda Geard [2] - - - - -
Total - - - 1,650,000 1,650,000
----- End of picture text -----
1 Barry Stoffell was appointed on 9 September 2011.
2 Amanda Geard was appointed on 9 September 2011.
#Net Change Other includes the balance of shares held on appointment / resignation, and shares acquired and sold for cash (Company not listed) on similar terms and conditions to other shareholders.
There were no shares held nominally at 30 June 2012 (2011: nil).
There were no shares held by Directors or Key Management personnel in Pinnacle Gold Pty Ltd in the previous (2011) year.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
Option holdings of key management personnel in DGR Global Ltd (including indirect holdings)
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----- Start of picture text -----
CURRENT BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE TOTAL TOTAL TOTAL
YEAR 1 JULY 2011 REMUNERATION EXERCISED OTHER 30 JUNE 2012 VESTED VESTED AND VESTED AND
EXERCISABLE UNEXERCISABLE
DGR GLOBAL
Directors
William 3,500,000 - - - 3,500,000 3,500,000 3,500,000 -
Stubbs
Nicholas 6,500,000 - - - 6,500,000 6,500,000 6,500,000 -
Mather
Brian 3,500,000 - - - 3,500,000 3,500,000 3,500,000 -
Moller
Vince 2,500,000 - - - 2,500,000 2,500,000 2,500,000 -
Mascolo
Other Key Management Personnel
Greg 1,250,000 - - - 1,250,000 1,250,000 1,250,000 -
Runge
Karl 2,500,000 - - - 2,500,000 2,500,000 2,500,000 -
Schlobohm
Neil 1,250,000 - - - 1,250,000 1,250,000 1,250,000 -
Wilkins
Priy 1,250,000 300,000 - - 1,550,000 1,550,000 1,550,000 -
Jayasuriya
Carlie 2,500,000 - - - 2,500,000 2,500,000 2,500,000 -
Rogers
Barry - 2,500,000 - - 2,500,000 2,500,000 2,500,000 -
Stoffell [1]
Amanda - 2,500,000 - - 2,500,000 2,500,000 2,500,000 -
Geard [2]
Total 24,750,000 5,300,000 - - 30,050,000 30,050,000 30,050,000 -
----- End of picture text -----
1 Barry Stoffell was appointed on 9 September 2011. 2 Amanda Geard was appointed on 9 September 2011.
# Net Change Other relates to options that expired during the year.
56
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
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----- Start of picture text -----
CURRENT BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE TOTAL TOTAL TOTAL
YEAR 1 JULY 2010 REMUNERATION EXERCISED OTHER 30 JUNE 2011 VESTED VESTED AND VESTED AND
EXERCISABLE UNEXERCISABLE
DGR GLOBAL
Directors
William - 3,500,000 - - 3,500,000 3,500,000 3,500,000 -
Stubbs
Nicholas 2,000,000 6,500,000 - (2,000,000) 6,500,000 6,500,000 6,500,000 -
Mather
Brian 500,000 3,500,000 - (500,000) 3,500,000 3,500,000 3,500,000 -
Moller
Vince 500,000 2,500,000 - (500,000) 2,500,000 2,500,000 2,500,000 -
Mascolo
Other Key Management Personnel
Greg - 1,250,000 - - 1,250,000 1,250,000 1,250,000 -
Runge
Karl 3,000,000 2,500,000 (2,000,000) (1,000,000) 2,500,000 2,500,000 2,500,000 -
Schlobohm
Neil - 1,250,000 - - 1,250,000 1,250,000 1,250,000 -
Wilkins
Priy - 1,250,000 - - 1,250,000 1,250,000 1,250,000 -
Jayasuriya [1]
Carlie - 2,500,000 - - 2,500,000 2,500,000 2,500,000 -
Rogers [2]
Total 6,000,000 24,750,000 (2,000,000) (4,000,000) 24,750,000 24,750,000 24,750,000 -
----- End of picture text -----
1Priy Jayasuriya was appointed on 22 November 2010.
2Carlie Rogers was appointed on 13 September 2010.
#Net Change Other relates to options that expired during the year.
There were no share options held nominally at 30 June 2012 (2011: nil).
Option holdings of key management personnel in AusNiCo Ltd (including indirect holdings)
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----- Start of picture text -----
CURRENT BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE TOTAL TOTAL TOTAL
YEAR 1 JULY 2011 REMUNERATION EXERCISED OTHER 30 JUNE 2012 VESTED VESTED AND VESTED AND
EXERCISABLE UNEXERCISABLE
AusNiCo
Directors
Nicholas 590,000 - - (590,000) -
Mather
William 35,000 - - (35,000) -
Stubbs
Brian 550,000 - - (550,000) -
Moller
Vince 520,000 - - (520,000) -
Mascolo
Other Key Management Personnel
- - - -
Greg
Runge
----- End of picture text -----
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
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----- Start of picture text -----
CURRENT BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE TOTAL TOTAL TOTAL
YEAR 1 JULY 2011 REMUNERATION EXERCISED OTHER 30 JUNE 2012 VESTED VESTED AND VESTED AND
EXERCISABLE UNEXERCISABLE
Other Key Management Personnel
Karl 410,000 - - (410,000) -
Schlobohm
Neil - - - -
Wilkins
- - - -
Priy
Jayasuriya
Carlie - - - -
Rogers
- - - -
Barry
Stoffell [1]
Amanda - - - -
Geard [2]
Total 2,105,000 - - (2,105,000) -
----- End of picture text -----
1Barry Stoffell was appointed on 9 September 2011.
2Amanda Geard was appointed on 9 September 2011.
#Net Change Other reflect the balance of options held at the time AusNiCo exited the Group on 20 October 2011.
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----- Start of picture text -----
CURRENT BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE TOTAL TOTAL TOTAL
YEAR 1 JULY 2010 REMUNERATION EXERCISED OTHER 30 JUNE 2011 VESTED VESTED AND VESTED AND
EXERCISABLE UNEXERCISABLE
AusNiCo
Directors
Nicholas 500,000 - - 90,000 590,000 590,000 590,000 -
Mather
William - - - 35,000 35,000 35,000 35,000 -
Stubbs
Brian 500,000 - - 50,000 550,000 550,000 550,000 -
Moller
Vince 500,000 - - 20,000 520,000 520,000 520,000 -
Mascolo
Other Key Management Personnel
- - - - - - - -
Greg
Runge
Karl - 400,000 - 10,000 410,000 410,000 410,000 -
Schlobohm
Neil - - - - - - - -
Wilkins
- - - - - - - -
Priy
Jayasuriya [1]
Carlie - - - - - - - -
Rogers [2]
Total 1,500,000 400,000 - 205,000 2,105,000 2,105,000 2,105,000 -
----- End of picture text -----
1Priy Jayasuriya was appointed on 22 November 2010.
2Carlie Rogers was appointed on 13 September 2010.
#Net Change Other relates to options that expired during the year and options issued in capacity of shareholders on similar terms and conditions to other shareholders.
There were no share options held nominally at 30 June 2012 (2011: nil).
58
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
Option holdings of key management personnel in Armour Energy Ltd (including indirect holdings)
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----- Start of picture text -----
CURRENT BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE TOTAL TOTAL TOTAL
YEAR 1 JULY 2011 REMUNERATION EXERCISED OTHER 30 JUNE 2012 VESTED VESTED AND VESTED AND
EXERCISABLE UNEXERCISABLE
ARMOUR ENERGY
Directors
Nicholas 1,500,000 - - (1,500,000) - - - -
Mather [1]
William 562,500 - - (562,500) - - - -
Stubbs
Brian 587,500 - - (87,500) - - - -
Moller
Vince 512,500 - - (512,500) - - - -
Mascolo
Other Key Management Personnel
Greg 25,000 - - (25,000) - - -
Runge
Karl 543,750 - - (543,750) - - -
Schlobohm
Neil 300,000 - - (300,000) - - -
Wilkins
Priy - 500,000 - (500,000) - - -
Jayasuriya
Carlie 525,000 - - (525,000) - - -
Rogers
- - - - - - -
Barry
Stoffell [2]
Amanda - - - - - - -
Geard [3]
Total 4,556,250 500.000 - (5,056,250) - - -
----- End of picture text -----
1Net Change Other for Nicholas Mather reflects a transfer of 500,000 options to a key consultant to Armour Energy Ltd. 2Barry Stoffell was appointed on 9 September 2011. 3Amanda Geard was appointed on 9 September 2011. # Net Change Other reflects options held at the time Armour Energy exited the Group on 26 April 2012.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
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----- Start of picture text -----
CURRENT BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE TOTAL TOTAL TOTAL
YEAR 1 JULY 2010 REMUNERATION EXERCISED OTHER 30 JUNE 2011 VESTED VESTED AND VESTED AND
EXERCISABLE UNEXERCISABLE
ARMOUR ENERGY
Directors
Nicholas - 1,500,000 - - 1,500,000 1,500,000 1,500,000 -
Mather
William - 500,000 - 62,500 562,500 562,500 562,500 -
Stubbs
Brian - 500,000 - 87,500 587,500 587,500 587,500 -
Moller
Vince - 500,000 - 12,500 512,500 512,500 512,500 -
Mascolo
Other Key Management Personnel
Greg - - - 25,000 25,000 25,000 25,000 -
Runge
Karl - 500,000 - 43,750 543,750 543,750 543,750 -
Schlobohm
Neil - - - 300,000 300,000 300,000 300,000 -
Wilkins
- - - - - - - -
Priy
Jayasuriya [1]
Carlie - 500,000 - 25,000 525,000 525,000 525,000 -
Rogers [2]
Total - 4,000,000 - 556,250 4,556,250 4,556,250 4,556,250 -
----- End of picture text -----
1Priy Jayasuriya was appointed on 22 November 2010. 2Carlie Rogers was appointed on 13 September 2010. #Net Change Other relates to options that expired during the year and options issued in capacity of shareholders on similar terms and conditions to other shareholders.
There were no share options held nominally at 30 June 2012 (2011: nil).
60
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
Option holdings of key management personnel in Archer Resources Ltd (including indirect holdings)
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----- Start of picture text -----
CURRENT BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE TOTAL TOTAL TOTAL
YEAR 1 JULY 2011 REMUNERATION EXERCISED OTHER 30 JUNE 2012 VESTED VESTED AND VESTED AND
EXERCISABLE UNEXERCISABLE
ARCHER RESOUCES
Directors
Nicholas - - - - - - - -
Mather
William - - - - - - - -
Stubbs
Brian - - - - - - - -
Moller
Vince - - - - - - - -
Mascolo
Other Key Management Personnel
- - - - - - - -
Greg
Runge
Karl 300,000 - - - 300,000 300,000 300,000 -
Schlobohm
Neil - - - - - - - -
Wilkins
- - - - - - - -
Priy
Jayasuriya
Carlie 300,000 - - - 300,000 300,000 300,000 -
Rogers
- - - - - - - -
Barry
Stoffell [1]
Amanda - - - - - - - -
Geard [2]
Total 600,000 - - - 600,000 600,000 600,000 -
----- End of picture text -----
1Barry Stoffell was appointed on 9 September 2011.
2Amanda Geard was appointed on 9 September 2011.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 5. KEY MANAGEMENT PERSONNEL (CONTINUED)
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----- Start of picture text -----
CURRENT BALANCE GRANTED AS OPTIONS NET CHANGE [# ] BALANCE TOTAL TOTAL TOTAL
YEAR 1 JULY 2010 REMUNERATION EXERCISED OTHER 30 JUNE 2011 VESTED VESTED AND VESTED AND
EXERCISABLE UNEXERCISABLE
ARCHER RESOUCES
Directors
Nicholas - - - - - - - -
Mather
William - - - - - - - -
Stubbs
Brian - - - - - - - -
Moller
Vince - - - - - - - -
Mascolo
Other Key Management Personnel
- - - - - - - -
Greg
Runge
Karl - 300,000 - - 300,000 300,000 300,000 -
Schlobohm
Neil - - - - - - - -
Wilkins
- - - - - - - -
Priy
Jayasuriya [1]
Carlie - 300,000 - - 300,000 300,000 300,000 -
Rogers [2]
Total - 600,000 - - 600,000 600,000 600,000 -
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1Priy Jayasuriya was appointed on 22 November 2010.
2 Carlie Rogers was appointed on 13 September 2010.
There were no share options held nominally at 30 June 2012 (2011: nil).
There were no options held by Key Management Personnel during the current (2012) or previous (2011) years in IronRidge Resources Ltd or Pinnacle Gold Pty Ltd.
C. LOANS TO KEY MANAGEMENT PERSONNEL
There were no loans to Directors or other key management personnel during the year (2011: nil).
D. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Other transactions with Directors are set out in Note 26. There were no other transactions or balances with key management personnel during the year (2011: nil).
NOTE 6. DIVIDENDS AND FRANKING CREDITS
There were no dividends paid or recommended during the year or since the end of the year. There are no franking credits available to shareholders of the Company.
62
NOTE 7. AUDITORS REMUNERATION
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2012 2011
$ $
Amounts paid/payable to the auditor of the parent of the Group for:
Audit and review of the financial reports of the Group 127,305 129,765
Other assurance related services (investigating accountants report) 57,355 22,825
Taxation servicest 34,225 28,250
218,885 180,840
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NOTE 8. EARNINGS PER SHARE (EPS)
A. EARNINGS
Earnings used to calculate basic and diluted earnings per share 4,204,244 (3,995,362)
B. WEIGHTED AVERAGE NUMBER OF SHARES
| B. WEIGHTED AVERAGE NUMBER OF SHARES | ||
|---|---|---|
| NUMBER OF SHARES | NUMBER OF SHARES | |
| Used in calculating basic EPS | 324,202,760 | 322,453,859 |
| Weighted average number of dilutive options | - | - |
| Weighted average number of ordinary shares and potential ordinary shares, | 324,202,760 | 322,453,859 |
| used in calculating dilutive EPS |
Options are not considered dilutive as they were out of the money. Options may become dilutive in the future.
NOTE 9. CASH AND CASH EQUIVALENTS
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2012 2011
$ $
Cash at bank and in hand 406,799 3,269,984
Short term deposits 56,926 11,531,490
463,725 14,801,474
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NOTE 10. TRADE AND OTHER RECEIVABLES
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2012 2011
$ $
Trade receivables 177,810 193,125
GST receivable 97,288 163,487
275,098 356,612
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The receivables were not exposed to foreign exchange risk. No receivables were impaired at 30 June 2012 (2011: nil).
Past due receivables were as follows:
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 10. TRADE AND OTHER RECEIVABLES (CONTINUED)
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2012 2011
TOTAL AMOUNT AMOUNT NOT TOTAL AMOUNT AMOUNT NOT
IMPAIRED IMPAIRED IMPAIRED IMPAIRED
$ $ $ $ $ $
Not past due 177,810 - 177,810 193,125 - 193,125
- - - - - -
Past due 30 days
- - - - - -
Past due 30-45 days
- - - - - -
Past due 45-60 days
- - - - - -
Past due >60 days
Total 177,810 - 177,810 193,125 - 193,125
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NOTE 11. OTHER FINANCIAL ASSETS
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NON-CURRENT 2012 2011
$ $
Available for sale financial assets (refer below) 2,445,875 9,531,766
Cash on deposit held as security 314,000 314,000
Security bonds 333,017 425,330
3,092,892 10,271,096
Movements in available for sale financial assets
Opening balance at 1 July 9,531,766 3,623,585
Additions 2,250,000 457,015
Disposal of available for sale financial assets on loss of control of subsidiary (7,200,000) -
Sale of available for sale financial assets (368,295) -
Fair Value adjustment through other comprehensive income (1,767,596) 5,451,166
2,445,875 9,531,766
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Available for sale financial assets comprise an investment in the ordinary issued capital of SolGold plc, listed on the London Stock Exchanges Alternative Investment Market (“AIM”) and an investment in the ordinary issued capital of Lions Gate Metals Inc, listed on the Toronto Stock Exchange (“TSX”).
Cash on deposit held as security is held in a term deposit account restricted under a bond with the Department of Natural Resources and Mining as security for rehabilitation works required.
Security bonds are held with the Department of Natural Resources and Mining as security for rehabilitation works required.
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NOTE 12. CONTROLLED ENTITIES AND TRANSACTIONS WITH NON-CONTROLLING INTERESTS
A. CONTROLLED ENTITIES
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COUNTRY OF INCORPORATION PERCENTAGE OWNED (%)
2012 2012
Parent entity:
DGR Global Ltd Australia
Subsidiaries of DGR Global Ltd:
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| AimFire Pty Ltd (formerly Alexander | Australia | 67 | 100 |
|---|---|---|---|
| Diamonds Pty Ltd)1 | |||
| Archer Resources Ltd1 | Australia | 67 | 67 |
| Armour Energy Ltd2 | Australia | - | 51 |
| AusNiCo Ltd3 | Australia | - | 53 |
| Barlyne Mining Pty Ltd1 | Australia | 67 | 67 |
| Coolgarra Minerals Pty Ltd | Australia | 100 | 100 |
| Eastern Exploration Pty Ltd4 | Australia | 57 | 86 |
| Hartz Rare Earths Pty Ltd | Australia | 100 | 100 |
| Pinnacle Gold Pty Ltd | Australia | 94 | 100 |
| Quiver Coal Pty Ltd4 | Australia | 57 | 100 |
| IronRidge Resources Ltd4 | Australia | 57 | 86 |
| Ripple Resources Pty Ltd | Australia | 100 | 100 |
| Tinco Pty Ltd | Australia | 92 | 92 |
1Archer Resources Ltd is the immediate parent of Barlyne Mining Pty Ltd and AimFire Pty Ltd. Theese companies are wholly owned and directly held by Archer Resources Ltd and indirectly by DGR Global Ltd.
2Armour Energy Ltd exited the DGR Global group during the year. Refer to note 31 for details.
3AusNiCo Ltd exited the DGR Global group during the year. Refer to note 31 for details. 4IronRidge Resources Ltd is the immediate parent of Eastern Exploration Pty Ltd and Quiver Coal Pty Ltd. These companies are wholly owned and directly held by IronRidge Resources Ltd and indirectly by DGR Global Ltd.
B. TRANSACTIONS WITH NON-CONTROLLING INTERESTS
The effect of changes in the ownership interest of the above subsidiaries (for which control was not lost) on the equity attributable to owners of DGR Global Ltd during the year is summarised as follows:
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2012 2011
$ $
Proceeds received from issue of shares to non-controlling interests net of costs 2,306,189 21,000,465
(Increase)/decrease in non-controlling interests share of subsidiary net assets (870,385) (10,242,390)
Excess of consideration received recognized in the change in proportionate 1,435,804 10,758,075
interest reserve
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DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
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NAME COUNTRY OF PRINCIPLE SHARES OWNERSHIP INTEREST CARRYING AMOUNT
INCORPORATION ACTIVITY
2012 2011 2012 2011
% % $ $
AusNiCo Ltd Australia Mineral Exploration ORD 41 - 1,456,872 -
Armour Energy Australia Oil & Gas ORD 25 - 20,638,750 -
Ltd Exploration
Orbis Gold Ltd Australia Mineral Exploration ORD 30 33 6,467,352 7,842,408
Navaho Gold Ltd Australia Mineral Exploration ORD 29 29 405,791 3,246,272
28,968,765 11,088,680
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A. MOVEMENTS DURING THE YEAR IN EQUITY ACCOUNTED INVESTMENTS
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2012 2011
$ $
Balance at beginning of year 11,088,680 8,500,000
Fair value of investment on initial recognition 40,513,825 5,410,553
Additional investment 46,325 300,000
Sale of investment (294,032) -
Share of associates losses after income tax (2,203,824) (906,503)
Impairment (20,182,209) (2,098,280)
Reversal of impairment - 131,356
Loss on deemed disposal - (248,446)
Balance at end of year 28,968,765 11,088,680
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The fair value of investment on initial recognition was the fair value of the investment retained in AusNiCo Ltd and Armour Energy Ltd (2011: Navaho Gold Ltd) at the date the Company lost control of the former subsidiaries. In accordance with Accounting Standard AASB 127, these fair values are regarded as the cost on initial recognition of the investment in associate.
Impairment relates to the investments in Navaho Gold Ltd, AusNiCo Ltd and Armour Energy Ltd. On initial recognition the share price of Navaho Gold Ltd, AusNiCo Ltd and Armour Energy Ltd was $0.20, $0.05 and $0.50, respectively. At 30 June 2012 the share price of Navaho Gold Ltd, AusNiCo Ltd and Armour Energy Ltd had fallen to $0.015, $0.024 and $0.275, respectively.
The reversal of impairment during 2011 relates to the investment in Orbis Gold Ltd. The investment was impaired in 2009 due to a decrease in the quoted share price. During 2011 the share price recovered beyond that at initial recognition leading to the reversal of the impairment.
The loss on deemed disposal was the loss recognised when the Group’s interest in Orbis Gold Ltd was diluted due to a rights issue in which DGR Global Ltd did not participate.
66
NOTE 13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONTINUED)
B. FAIR VALUE OF INVESTMENTS IN ASSOCIATES WITH PUBLISHED PRICE QUOTATIONS
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2012 2011
$ $
Fair Value of investment in AusNiCo Ltd 40,501,413 -
Fair Value of investment in Armour Energy Ltd 20,638,750 -
Fair Value of investment in Orbis Gold Ltd 18,000,000 18,200,000
Fair Value of investment in Navaho Gold Ltd 405,791 3,246,272
40,501,413 21,446,272
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C. SUMMARISED FINANCIAL INFORMATION OF ASSOCIATES
The Group’s share of the results of its associates and its aggregated assets (including goodwill) and liabilities are as follows:
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OWNERSHIP ASSETS LIABILITIES REVENUES PROFIT/LOSS
INTEREST
% $ $ $ $
2012
AusNiCo Ltd 41 2,503,468 48,222 219,906 (288,059)
Armour Energy Ltd 25 22,384,603 2,105,067 257,610 (102,838)
Orbis Gold Ltd 30 7,191,167 827,142 161,033 (1,81,023)
Navaho Gold Ltd 29 2,265,916 85,955 51,224 (731,904)
34,345,154 3,066,386 689,773 (2,203,824)
2011
Orbis Gold Ltd 33 8,015,918 282,523 103,783 (840,503)
Navaho Gold Ltd 29 2,792,199 72,619 24,883 (66,000)
10,808,117 355,142 128,666 (906,503)
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DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 14. PROPERTY PLANT AND EQUIPMENT
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2012 2011
$ $
Land at cost 385,000 385,000
Freehold building at cost 59,639 59,639
Accumulated depreciation (23,860) (22,369)
35,779 37,270
Plant and equipment at cost 350,055 336,053
Accumulated depreciation (304,907) (294,103)
45,148 41,950
Site infrastructure at cost 2,443,532 2,443,532
Accumulated depreciation (2,443,532) (2,443,532)
- -
Motor vehicles at cost 203,156 320,655
Accumulated depreciation (173,358) (173,152)
29,798 147,503
Computers and office equipment at cost 146,791 120,442
Accumulated depreciation (115,940) (105,706)
30,851 14,736
Furniture and fittings at cost 7,448 5,811
Accumulated depreciation (6,121) (5,253)
1,327 558
527,903 627,017
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MOVEMENTS IN CARRYING AMOUNTS
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2012 LAND FREEHOLD PLANT & MOTOR COMPUTERS FURNITURE TOTAL
BUILDING EQUIPMENT VEHICLE & OFFICE & FITTINGS
EQUIPMENT
$ $ $ $ $ $ $
Balance at the 385,000 37,270 41,950 147,503 14,736 558 627,017
beginning of the year
Additions - - 17,268 33,399 70,369 1,636 122,672
- - - - - - -
Disposals
Asset disposed of on - - (2,644) (122,262) (36,955) - (161,861)
sale of subsidiary
Depreciation expenses - (1,491) (11,426) (28,842) (17,299) (867) (59,925)
Carrying amount at 385,000 35,779 45,148 29,798 30,851 1,327 527,903
the end of the year
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NOTE 14. PROPERTY PLANT AND EQUIPMENT (CONTINUED)
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2011 LAND FREEHOLD PLANT & MOTOR COMPUTERS FURNITURE TOTAL
BUILDING EQUIPMENT VEHICLE & OFFICE & FITTINGS
EQUIPMENT
$ $ $ $ $ $ $
Balance at the 385,000 33,656 31,591 52,121 16,868 1,239 520,475
beginning of the year
Additions - 5,104 17,849 126,532 11,612 - 161,097
- - - - - - -
Asset disposed of on
sale of subsidiary
Depreciation expenses - (1,490) (7,490) (31,150) (13,744) (681) (54,555)
Carrying amount at 385,000 37,270 41,950 147,503 14,736 558 627,017
the end of the year
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ASSETS PLEDGED AS SECURITY
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MOTOR VEHICLES INCLUDE THE FOLLOWING AMOUNTS WHERE THE 2012 2011
ASSETS ARE SECURED UNDER A FINANCE LEASE: $ $
Leased Motor Vehicles
Cost 77,557 154,081
Accumulated Depreciation (47,759) (65,262)
29,798 88,819
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NOTE 15. EXPLORATION AND EVALUATION ASSETS
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2012 2011
$ $
Exploration and evaluation assets 7,466,917 11,896,187
Movements in carrying amounts
Balance at the beginning of the year 11,896,187 8,915,150
Additions – Share-based payments - 368,984
Additions – Other 7,109,913 4,269,817
Assets disposed on disposal of subsidiary (11,117,098) (1,450,585)
Written-off (422,085) (207,179)
Carrying amount at the end of the year 7,466,917 11,896,187
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The recoverability of the carrying amount of exploration and evaluation assets is dependent on the successful development and commercial exploitation or, alternatively, sale of the respective areas of interest.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 16. OTHER ASSETS
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2012 2011
$ $
Prepayments 18,448 332,000
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NOTE 17. TRADE AND OTHER PAYABLES
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2012 2011
$ $
Current
Trade payables 663,311 1,072,148
Sundry payables and accrued expenses 262,947 326,000
Employee benefits 184,425 260,288
1,110,083 1,658,436
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Trade and other payables are non-interest bearing and are generally on 30-60 day terms.
NOTE 18. OTHER FINANCIAL LIABILITIES
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2012 2011
$ $
Current
Lease Liabilities – Secured 14,076 14,141
14,076 14,141
Non-Current
Lease Liabilities – Secured 27,694 53,235
27,694 53,235
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Lease liabilities are secured over the leased assets to which they relate.
NOTE 19. PROVISIONS
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2012 2011
$ $
Non-Current
Site restoration 600,000 600,000
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The Group 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 for 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 Group has provided in respect of these restoration liabilities to $600,000.
70
NOTE 20. ISSUED CAPITAL
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2012 2011
$ $
324,202,760 (30 June 2011: 324,202,760) fully paid ordinary shares 22,907,450 22,907,450
Share issue costs (1,021,467) (1,021,467)
21,885,983 21,885,983
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Ordinary shares participate in dividends and the proceeds on winding up the Company. At shareholder meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on show of hands.
There is no par value or authorized capital.
A. ORDINARY SHARES
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2012 2011 2012 2011
NUMBER NUMBER $ $
At 1 July 324,202,760 322,002,760 22,907,450 22,672,450
1 December 2010 (1) - 200,000 - 25,000
30 April 2011 (2) - 2,000,000 - 210,000
At 30 June 324,202,760 324,202,760 22,907,450 22,907,450t
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(1) On 1 December 2010, 200,000 $0.125 ordinary shares were issued to an Executive as a bonus payment. Fair value was measured based on the quoted share price on the date of issue.
(2) On 30 April 2011, 1,000,000 $0.09 ordinary shares and 1,000,000 $0.12 ordinary shares were issued upon the exercise of share options.
B. OPTIONS
As at 30 June 2012, there were 33,300,000 unissued ordinary shares of DGR Global Ltd under option, held as follows:
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OPTIONS ON ISSUE IN DGR GLOBAL LTD NUMBER EXERCISE EXPIRY
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| Unlisted Director options | 16,000,000 | $0.28 | 24/11/13 |
|---|---|---|---|
| Unlisted employee options | 12,000,000 | $0.28 | 28/02/14 |
| Unlisted employee options | 300,000 | $0.28 | 28/02/15 |
| Unlisted employee options | 5,000,000 | $0.28 | 24/04/15 |
C. CAPITAL MANAGEMENT
Management controls the capital of the Group in order to provide capital growth to shareholders and ensure the Group can fund its operations and continue as a going concern. The Group’s capital comprises equity as shown on the statement of financial position. There are no externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group’s financial risk and adjusting its capital structure in response to changes in these risks and the market. These responses include the management of share issues.
There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 21. RESERVES
NATURE AND PURPOSE OF RESERVES
(i) Share-based Payments Reserve
The share-based payments reserve is used to recognise:
-
the grant date fair value of options issued to employees and other service providers; and
-
the grant date fair value of shares issued to employees.
(ii) Change in Proportionate Interest Reserve
The change in proportionate interest reserve is used to recognise differences between the amount by which non-controlling interests are adjusted and any consideration paid or received which may arise as a result of transactions with non-controlling interests that do not result in a loss of control.
(iii) Available-for-Sale Financial Assets Reserve
Changes in the fair value of investments, such as equities, classified as available-for-sale financial assets, are recognised in other comprehensive income, as described in note 1(g) and accumulated in a separate reserve within equity. Amounts are reclassified to profit or loss when the associated assets are sold or impaired.
Movements in the available-for-sale financial assets reserve are as follows:
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2012 2011
$ $
Balance 1 July 3,815,816 -
Revaluation – gross (1,767,596) 5,451,166
Defferred tax 530,279 (1,635,350)
Reclasification adjustments arising on disposal (148,975) -
Deferred tax 44,692 -
Reclassification adjustment arising on disposal of subsidiary (4,950,000) -
Deferred tax 1,485,000 -
(990,784) 3,815,816
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NOTE 22. ACCUMULATED LOSSES
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2012 2011
$ $
Accumulated losses attributable to members of DGR Global Ltd at beginning (10,319,405) (6,776,590)
of the financial year
Profit/(loss) for the year 4,204,244 (3,995,362)
Transfer from share-based payments reserve - 452,547
Accumulated losses attributable to members of DGR Global Ltd at the end of (6,115,161) (10,319,405)
the financial yeart
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72
NOTE 23. COMMITMENTS FOR EXPENDITURE
A. FUTURE EXPLORATION
The Group 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 Group.
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The commitments to be undertaken are as follows: 2012 2011
$ $
Payable within one year 4,747,953 2,745,996
Payable between one and five years 5,995,845 11,937,983
10,743,798 14,683,979
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To keep the exploration permits in good standing, work programs should meet certain minimum expenditure requirements. If the minimum expenditure requirements are not met, the Group has the option to negotiate new terms or relinquish the tenements. The Group also has the ability to meet expenditure requirements by joint venture or farm in agreements.
B. LEASE EXPENDITURE COMMITMENTS
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Operating Leases (non-cancellable) 2012 2011
$ $
Minimum lease payments
- Not later than one year 525,056 173,388
- Later than one year and not later than five years 2,001,845 -
- Later than five years 960,337 -
3,487,238 173,388
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Operating leases relate to office premises. The terms of the operating leases range from 1 year to 7 years with options to renew.
NOTE 23. COMMITMENTS FOR EXPENDITURE (CONTINUED)
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Finance Leases 2012 2011
$ $
Minimum lease payments
- Not later than one year 18,830 20,346
- Later than one year and not later than five years 30,956 62,281
- -
- Later than five years
Total minimum lease payments 49,786 82,627
- Future finance charges (8,016) (15,251)
Lease liability 41,770 67,376
- Current liability 14,076 14,141
- Non-current liability 27,694 53,235
41,770 67,376
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DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 24. CONTINGENT LIABILITIES
The Directors are not aware of any contingent assets and liabilities at 30 June 2012.
NOTE 25. SHARE-BASED PAYMENTS
DGR GLOBAL LTD OPTIONS
On 28 February 2012, 300,000 DGR Global Ltd share options were granted to an employee under the Employee Share Option Plan. The options are to take up one ordinary share in DGR Global at a price of 28 cents each. The options vested immediately and are due to expire on 28 February 2015. A value of $18,758 was calculated using the Black Scholes valuation methodology (refer below).
On 25 April 2012, 5,000,000 DGR Global Ltd share options were granted to employees under the Employee Share Option Plan. The options are to take up one ordinary share in DGR Global at a price of 28 cents each. The options vested immediately and are due to expire on 24 April 2015. A value of $345,057 was calculated using the Black Scholes valuation methodology (refer below).
Movements in a number of options are as follows:
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2012 2012
NO. OF OPTIONS WEIGHTED AVERAGE NO. OF OPTIONS WEIGHTED AVERAGE
EXERCISE PRICE EXERCISE PRICE
$ $
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| Outstanding at the beginning of | 28,000,000 | $0.28 | 6,300,000 | $0.20 |
|---|---|---|---|---|
| the year | ||||
| Granted | 5,300,000 | $0.28 | 28,000,000 | $0.28 |
| Forfeited | - | - | - | - |
| Exercised | - | - | (2,000,000) | $0.11 |
| Expired | - | - | (4,300,000) | $0.25 |
| Outstanding at year-end | 33,300,000 | $0.28 | 28,000,000 | $0.28 |
| Exercisable at year-end | 33,300,000 | $0.28 | 28,000,000 | $0.28 |
The exercise price of options outstanding at the end of the year was $0.28 (2011: $0.28).
The weighted average remaining contractual life of the options was 1.7 years (2011: 2.5 years).
All options on issue will settle for one share each when exercised. There are no vesting conditions attached to the options granted in 2012 or 2011. The weighted average share price on the date that the options were exercised in 2011 was $0.14.
74
NOTE 25. SHARE-BASED PAYMENTS (CONTINUED)
ARCHER RESOURCES LTD OPTIONS
There were no options issued in Archer Resources during the year. Movements in the number of options are as follows:
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2012 2012
NO. OF OPTIONS WEIGHTED AVERAGE NO. OF OPTIONS WEIGHTED AVERAGE
EXERCISE PRICE EXERCISE PRICE
$ $
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| Outstanding at the beginning of | 12,000,000 | $0.20 | - | - |
|---|---|---|---|---|
| the year | ||||
| Granted | - | - | 12,000,000 | $0.20 |
| Forfeited | - | - | - | - |
| Exercised | - | - | - | - |
| Expired | - | - | - | - |
| Outstanding at year-end | 12,000,000 | $0.20 | 12,000,000 | $0.20 |
| Exercisable at year-end | 12,000,000 | $0.20 | 12,000,000 | $0.20 |
The exercise price of options outstanding at the end of the year was $0.20 (2011: $0.20). The weighted average remaining contractual life of the options was 2.5 years (2011: 3.5 years). All options on issue will settle for one share each when exercised. There are no vesting conditions attached to the options granted in 2011.
AUSNICO LTD OPTIONS
There were no options issued in AusNiCo Ltd during the year. AusNiCo Ltd exited the Group on 21 October 2011. Movements in the number of options while a member of the Group are as follows:
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2012 2012
NO. OF OPTIONS WEIGHTED AVERAGE NO. OF OPTIONS WEIGHTED AVERAGE
EXERCISE PRICE EXERCISE PRICE
$ $
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| Outstanding at the beginning of | 5,100,000 | $0.24 | 2,000,000 | $0.30 |
|---|---|---|---|---|
| the year | ||||
| Granted | - | - | 3,100,000 | $0.20 |
| Forfeited | - | - | - | - |
| Exercised | - | - | - | - |
| Expired | - | - | - | - |
| Outstanding on exit from the | (5,100,000) | ($0.24) | - | - |
| Group | ||||
| Outstanding at year-end | - | - | 5,100,000 | $0.24 |
| Exercisable at year-end | - | - | 5,100,000 | $0.24 |
There were no options outstanding at the end of the year. The exercise price and weighted average remaining contractual life of the options in 2011 was $0.20 and 3.5 years, respectively. All options on issue will settle for one share each when exercised. There are no vesting conditions attached to the options granted in 2011.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 25. SHARE-BASED PAYMENTS (CONTINUED)
ARMOUR ENERGY LTD OPTIONS
From 1 July 2011 through to the exit from the Group, 14,300,000 unlisted options to take up one ordinary share in Armour Energy Ltd at an exercise price of 50 cents were issued under the Armour Energy Employee Share Option Plan. The options vest over a 2 year period and have a life of 3 years. There are no performance conditions.
Armour Energy Ltd exited the Group on 26 April 2012.
Movements in the number of options while a member of the Group are as follows:
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2012 2012
NO. OF OPTIONS WEIGHTED AVERAGE NO. OF OPTIONS WEIGHTED AVERAGE
EXERCISE PRICE EXERCISE PRICE
$ $
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| Outstanding at the beginning of | 10,900,000 | $0.50 | - | - |
|---|---|---|---|---|
| the year | ||||
| Granted | 14,300,000 | $0.50 | 10,900,000 | $0.50 |
| Forfeited | - | - | - | - |
| Exercised | - | - | - | - |
| Expired | - | - | - | - |
| Outstanding on exit from the | (25,200,000) | $0.50 | - | - |
| Group | ||||
| Outstanding at year-end | - | - | 10,900,000 | $0.50 |
| Exercisable at year-end | - | - | 10,900,000 | $0.50 |
There were no options outstanding at the end of the year. The exercise price and weighted average remaining contractual life of the options in 2011 was $0.50 and 3.8 years, respectively.
All options on issue will settle for one share each when exercised. There are no vesting conditions attached to the options granted in 2011.
76
NOTE 25. SHARE-BASED PAYMENTS (CONTINUED)
FAIR VALUE
The fair values of options granted in 2012 were calculated by using a Black-Scholes options pricing model applying the following inputs:
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DGR GLOBAL ARMOUR ENERGY LTD
ESOP ESOP
Weighted average exercise price $0.28 $0.50
Weighted average life of the option 3.0 years 3.0 years
Underlying share price $0.14 $0.209
Expected share price volatility 100% 60.85% - 63.42%
Risk free interest rate 3.09% - 3.62% 3.14% - 3.71%
Number of options issued 5,300,000 14,300,000
Fair value (black-scholes) per option $0.0625 - $0.0690 $0.0372 - $0.1758
Total value of options issued $363,815 $601,760
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The fair values of options granted in 2011 were calculated by using a Black-Scholes options pricing model applying the following inputs:
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ARMOUR ENERGY ARCHER
DGR GLOBAL LTD AusNiCo LTD
LTD RESOURCES LTD
DIRECTOR EMPLOYEE ESOP ESOP ESOP
Weighted average exercise price $0.28 $0.28 $0.20 $0.50 $0.20
Weighted average life of the option 3 years 3 years 1.9 years 3.8 years 3.5 years
Underlying share price $0.13 $0.17 $0.20 $0.044 $0.10
Expected share price volatility 100% 96.6% 100% 100% 100%
Risk free interest rate 5.17% 5.12% 4.52% 5.11% 4.76%
Number of options issued 16,000,000 12,000,000 3,100,000 10,900,000 4,500,000
Fair value (black-scholes) per option $0.0638 $0.0895 $0.1061 $0.0122 $0.0554
Total value of options issued $1,020,313 $1,073,414 $328,787 $132,883 $249,345
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DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 25. SHARE-BASED PAYMENTS (CONTINUED)
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ARCHER RESOURCES LTD NAVAHO GOLD LTD NAVAHO GOLD LTD
BLACKWOOD CAPITAL ESOP MINGOOLA GOLD VENDORS
Weighted average exercise price $0.20 $0.20 $0.20
Weighted average life of the option 4 years 2.3 years 3.3 years
Underlying share price $0.10 $0.20 $0.035
Expected share price volatility 100% 100% 100%
Risk free interest rate 5.26% 4.93% 4.93%
Number of options issued 7,500,000 3,500,000 7,000,000
Fair value (black-scholes) per option $0.0557 $0.1156 $0.0132
Total value of options issued $418,058 $406,000 $91,000
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Historical volatility has been the basis for determining expected volatility. The life of the options is based on the term to expiry.
RECONCILIATION OF RESERVE MOVEMENTS
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2012 2011
$ $
Opening balance at 1 July 5,292,025 2,021,193
Total share-based payments expense 369,970 2,936,337
Share-based payments capitalised to exploration and evaluation assets - 368,984
Share-based payments capitalised to share issue costs - 418,058
Transfer expired options to retained earnings - (452,547)
Closing balance at 30 June 5,661,995 5,292,025
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OTHER SHARE-BASED PAYMENT TRANSACTIONS
On 10 August 2011, DGR Global Ltd transferred 300,000 Armour Energy Ltd shares to an employee for services in lieu of cash. A value of $60,000 was attributed to the shares transferred based on the fair value of shares on the day.
On 1 December 2010, 200,000 $0.125 ordinary shares were issued to an Executive as a bonus payment. A value of $25,000 was attributed to the shares transferred based on the fair value of shares on the day.
78
NOTE 26. RELATED PARTY DISCLOSURES
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
A. PARENT AND ULTIMATE CONTROLLING ENTITY
- (i) The parent entity and ultimate controlling entity is DGR Global Ltd which is incorporated in Australia. The names and other information about subsidiaries are provided in Note 12.
B. OTHER TRANSACTIONS WITH DIRECTORS AND DIRECTOR-RELATED ENTITIES
-
(i) Mr Brian Moller (a Director), is a partner in the firm Hopgood Ganim Lawyers. Hopgood Ganim Lawyers were paid $872,865 (2011: $508,196) for the provision of legal services to the Group during the year. The services were based on normal commercial terms and conditions. At 30 June 2012 there was a balance of $71,598 owing (2011: $86,115).
-
(ii) An amount of $100,000 was paid to Samuel Holdings Pty Ltd in 2011 for the provision of a finance guarantee to secure the Company’s tenements.
C. TRANSACTIONS WITH ASSOCIATED ENTITIES
-
(i) DGR Global Ltd has a commercial agreement with Navaho Gold Ltd for the provision of resources and services including the provision of administration and exploration staff, its premises (for the purposes of conducting business operations), use of existing office furniture, equipment and certain stationery, together with general telephone, reception and other office facilities (‘‘Services’’). In consideration for the provision of the Services, Navaho Gold Ltd pays DGR Global Ltd a monthly management fee. For the year ended 30 June 2012 $365,000 was paid or payable to DGR Global (2011 $81,000) for the provision of the Services. The total amount receivable at year end was $nil (2011: $nil).
-
(ii) DGR Global Ltd has a commercial agreement with AusNiCo Ltd for the provision of Services. In consideration for the provision of the Services, AusNiCo Ltd pays DGR Global Ltd a monthly management fee. For the period from exit to 30 June 2012 $103,275 was paid or payable to DGR Global Ltd for the provision of the Services. In addition to this AusNiCo Ltd paid DGR Global Ltd $32,350 in consideration for exploration labour provided by DGR Global Ltd for the period from exit to 30 June 2012. The total amount receivable at year end was $nil (2011: $nil).
-
(iii) DGR Global Ltd has a commercial agreement with Armour Energy Ltd for the provision of Services. In consideration for the provision of the Services, Armour Energy Ltd pays DGR Global Ltd a monthly management fee. For the period from exit to 30 June 2012 $63,000 was paid or payable to DGR Global for the provision of the Services. The total amount receivable at year end was $nil (2011: $nil).
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 27. OPERATING SEGMENTS
SEGMENT INFORMATION
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
BASIS OF ACCOUNTING FOR PURPOSES OF REPORTING BY OPERATING SEGMENTS
(a) Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of Directors, being the chief operating decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group.
(b) Inter-segment transactions
Corporate charges are allocated to segments based on the segments’ overall proportion of overhead expenditure within the Group. The Board of Directors believes this is representative of likely consumption of head office expenditure that should be used in assessing segment performance and cost recoveries.
Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements.
(c) Segment assets
Where an asset is used across multiple segments, the asset is allocated to that segment that receives majority economic value from that asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.
(d) Unallocated items
The following items of revenue, expenses and assets are not allocated to operating segments as they are not considered part of
the core operations of any segment:
-
impairment of assets and other non-recurring items of revenue or expense
-
income tax expense
-
current and deferred tax
80
NOTE 27. OPERATING SEGMENTS (CONTINUED)
SEGMENT REPORTING
The Group reports information to the Board of Directors along company lines. That is, the financial position of DGR and each of its subsidiary companies is reported discreetly, together with an aggregated Group total. Accordingly, each company within the Group that meets or exceeds the relevant threshold tests is separately disclosed below. The financial information of the subsidiaries that do not exceed the relevant thresholds outlined above, and are therefore not reported separately, is aggregated and disclosed as Other.
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30 JUNE 2012 DGR GLOBAL AusNiCo ARMOUR ARCHER IRONRIDGE OTHERS TOTAL
ENERGY RESOURCES
$ $ $ $ $ $ $
Segment Performance
Revenue
External revenue 1,930,318 4,280 - - - 1,800 1,936,398
Interest revenue 11,094 8,663 359,170 22,536 2,056 376 403,895
Inter-segment revenue 1,031,324 - - - - - 1,031,324
Total segment revenue 2,972,736 12,943 359,170 22,536 2,056 2,176 3,371,617
Reconciliation of
segment revenue to
Group revenue
Elimination of (1,031,324)
intersegment revenue
Total Group revenue 2,340,293
Segment net profit (1,112,816) (167,731) (1,217,452) (914,806) (993,712) (8,549) (4,415,066)
(loss) before tax
Reconciliation of (20,182,209)
segment result to
Group net profit (loss)
before tax
Impairment of 27,018,571
investment in
associate
Gain on loss of control (2,203,824)
of subsidiary
Share losses of 4,950,000
associates
Recycling adjustment 5,167,472
on disposal of
available for sale
financial asset
Net profit (loss) before
tax
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DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 27. OPERATING SEGMENTS (CONTINUED)
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30 JUNE 2012 DGR GLOBAL AusNiCo ARMOUR ARCHER IRONRIDGE OTHERS TOTAL
ENERGY RESOURCES
$ $ $ $ $ $ $
Segment Performance
Revenue
External revenue 908,248 - - - - - 908,248
Interest revenue 95,237 74,032 160,198 13,821 3 2,746 346,037
- - - -
Inter-segment revenue 1,258,003 3,574 1,261,577
Total segment revenue 2,261,488 77,606 160,198 13,821 3 2,746 2,515,862
Reconciliation of
segment revenue to
Group revenue
Elimination of (1,261,577)
intersegment revenue
Total Group revenue 1,254,285
Segment net profit (2,833,599) (1,184,056) (1,173,273) (342,063) (95,050) (955,310) (6,583,351)
(loss) before tax
Reconciliation of
segment result to
Group net profit (loss)
before tax
Reversal of impairment 131,356
of investment in
associate
Impairment of (2,098,280)
investment in
associate
Gain on loss of control 4,482,171
of subsidiary
Loss on deemed (248,446)
disposal
Share losses of (906,503)
associates
Net profit (loss) before (5,223,053)
tax
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82
NOTE 27. OPERATING SEGMENTS (CONTINUED)
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30 JUNE 2012 DGR GLOBAL AusNiCo ARMOUR ARCHER IRONRIDGE OTHERS TOTAL
ENERGY RESOURCES
$ $ $ $ $ $ $
(ii) Segment Assets 39,729,080 - - 4,353,045 2,804,108 280,273 47,166,506
Reconciliation of
segment assets to
Group assets
Inter-segment (6,352,758)
receivables eliminated
Unallocated assets -
Total Group Assets 40,813,748
Segment asset
additions for the
period
- Exploration and 292,781 164,120 5,395,904 308,145 787,528 161,435 7,109,913
evaluation expenditure
- Property, plant and 44,100 - - 358 2,401 - 46,859
equipment
- Investments 40,560,150 - - - - - 40,560,150
accounted for using
the equity method
30 JUNE 2011 DGR GLOBAL AusNiCo ARMOUR ARCHER IRONRIDGE OTHERS TOTAL
ENERGY RESOURCES
$ $ $ $ $ $ $
(ii) Segment Assets 35,625,280 6,032,162 13,101,153 5,529,356 2,200,241 396,362 62,884,554
Reconciliation of
segment assets to
Group assets
Inter-segment (13,511,488)
receivables eliminated
Unallocated assets -
Total Group Assets 49,373,066
Segment asset
additions for the
period
- Exploration and 328,345 1,590,290 637,960 588,575 580,872 543,775 4,269,817
evaluation expenditure
- Property, plant and - 39,63 55,680 65,785 - - 161,097
equipment
- Investments 5,710,553 - - - - - 5,710,553
accounted for using
the equity method
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Investments in associates are allocated to the DGR Global operating segment as the investment is held by that Company. The share of losses of associates is disclosed as a reconciling item as this only occurs on consolidation. All operations and assets are located in Australia, with the exception of IronRidge whereby the assets are located in Gabon, Africa.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 28. PARENT COMPANY
The Corporations Act requirement to prepare parent entity financial statements where consolidated financial statements are prepared has been removed and replaced by Regulation 2M.3.01 which requires the following limited disclosure in regard to the parent entity (DGR Global Ltd). The consolidated financial statements incorporate the assets, liabilities and results of the parent entity in accordance with the accounting policy described in Note 1(b).
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PARENT ENTITY 2012 2011
$ $
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| Statement of Financial Position | ||
|---|---|---|
| Current Assets | 223,569 | 927,602 |
| Non-current Assets | ||
| - Loans (intragroup receivables) | 558,980 | 394,205 |
| - Security bonds | 532,701 | 560,548 |
| - Property plant and equipment | 476,392 | 457,990 |
| - Exploration and evaluation assets | 2,249,965 | 1,957,184 |
| - Investment in Lions Gate Metals Inc | 107,212 | 191,288 |
| - Investment in SolGold plc | 2,332,664 | 9,340,478 |
| - Investment in Orbis Gold Ltd | 18,000,000 | 18,200,000 |
| - Investment in Navaho Gold Ltd | 405,791 | 3,246,272 |
| - Investment in AusNiCo Ltd | 1,456,872 | 1,893,881 |
| - Investment in Armour Energy Ltd | 20,638,750 | 7,536 |
| - Investment in Archer Resources Ltd | 4,056,400 | 4,056,400 |
| - Investment in IronRidge Resources Ltd | 190,001 | 1 |
| - Investment in other subsidiaries | 10 | 10 |
| Total Non-current Assets | 51,005,739 | 40,305,793 |
| Total Assets | 51,229,308 | 41,233,395 |
| Current Liabilities | 779,519 | 559,385 |
| Non-current liabilities | 600,000 | 600,000 |
| Total Liabilities | 49,849,789 | 1,159,385 |
| Net Assets | 1,379,519 | 40,074,010 |
84
NOTE 28. PARENT COMPANY (CONTINUED)
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PARENT ENTITY 2012 2011
$ $
Issued Capital 21,885,983 21,885,983
Share-Based Payments Reserve 3,519,723 3,179,908
Available-For-Sale Financial Assets Reserve 35,727,068 25,178,208
Accumulated Losses (11,282,984) (10,170,088)
Total Shareholder’s equity 49,849,789 40,074,010
Statement of Comprehensive Income
Profit/(loss) for the year (1,112,896) (2,833,599)
Total comprehensive income for the year 9,402,018 13,868,610
INVESTMENT NUMBER OF SHARES NUMBER OF OPTIONS/ SHARE PRICE [#]
WARRANTS (UNLISTED)
Lions Gate Metals Inc [1] 300,000 150,000 C$0.370
SolGold plc 33,274,477 - £0.045
Orbis Gold Ltd 50,000,000 - $0.360
Navaho Gold Ltd [2] 27,052,267 17,428,667 $0.015
AusNiCo Ltd [3] 59,776,500 20,000,000 $0.024
Armour Energy Ltd [4] 75,050,000 18,837,500 $0.275
Archer Resources Ltd [5] 40,000,000 7,500,000 $0.100
IronRidge Resources Ltd 50,400,000 - $0.050
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#Share price represents the market quoted price for listed investments at 30 June 2012 or the price at which the last round of financing was raised for unquoted investments.
1The Lions Gate Metal Inc (“LGM”) warrants allows the Company to take up one common share of LGM at a price of C$1.50 per share until 10 March 2013.
2The Navaho Gold Ltd (“NVG”) options allow the Company to take up one ordinary share in NVG at an exercise price of $0.20. The options are fully vested and expire on 31 December 2013.
3The AusNiCo Ltd (“ANW”) options allow the Company to take up one ordinary share in ANW at an exercise price of $0.30. The options are fully vested and expire on 19 November 2013.
4The Armour Energy Ltd (“Armour”) options allow the Company to take up one ordinary share in Armour at an exercise price of $0.50. The options are fully vested and expire on 31 August 2014.
5The Archer Resources Ltd (“Archer”) options allow the Company to take up one ordinary share in Archer at an exercise price of $0.20. The options are fully vested and expire on 31 December 2014.
GUARANTEES
No guarantees have been entered into by the parent entity in relation to debts of its subsidiaries.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 28. PARENT COMPANY (CONTINUED)
CONTRACTUAL COMMITMENTS
There were no contractual commitments for the acquisition of property, plant and equipment entered into by the parent entity at 30 June 2012 (2011 - $nil).
CONTINGENT LIABILITIES
The parent entity has no contingent liabilities.
NOTE 29. CASH FLOW INFORMATION
A. RECONCILIATION OF CASH FLOW FROM OPERATIONS WITH PROFIT/ (LOSS) AFTER TAX:
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2012 2011
$ $
Profit/(loss) after tax 3,426,456 (4,800,268)
Depreciation 59,925 54,556
Exploration and evaluation assets written off 422,085 207,179
Share based payments expense 369,970 2,936,337
Share of losses associates 2,203,824 906,503
Impairment of investment in associate 20,182,209 2,098,280
Reversal of impairment – associate - (131,356)
Gain on sale of investments (281,200) -
Realised gain on disposal of available for sale financial asset (148,975) -
Realised gain on disposal of available for sale financial asset on loss of control (4,950,000) -
of subsidiary
Gain on loss of control of subsidiary (27,018,571) (4,482,171)
Loss on deemed disposal - associate - 248,446
Other non-cash items - 48,344
Changes in operating assets and liabilities, net of the effects of purchase
and disposal of subsidiaries:
- (Increase)/decrease in trade and other receivables 73,979 (147,733)
- (Increase)/decrease in other assets 298,859 (226,608)
- Increase/(decrease) in trade and other payables 921,204 (749,462)
- Increase/(decrease) in deferred tax liabilities (318,955) (422,785)
Net cash flow from operations (4,759,190) (4,460,738)
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86
NOTE 29. CASH FLOW INFORMATION (CONTINUED)
B. NON-CASH INVESTING AND FINANCING ACTIVITIES
On 9 November 2011, 926,500 $0.05 AusNiCo ordinary shares were issued to DGR Global Ltd in settlement of amounts owing for management services.
Equity settled share-based payment transactions are disclosed in note 25. Loss of control of Navaho Gold Ltd, AusNiCo Ltd and Armour Energy Limited is disclosed in note 31. There were no other non-cash investing and financing activities.
NOTE 30. FINANCIAL RISK MANAGEMENT
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2012 2011
$ $
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| Financial Assets | ||
|---|---|---|
| Cash and cash equivalents | 463,725 | 14,801,474 |
| Trade and other receivables | 275,098 | 356,612 |
| Available for sale fnancial assets | 2,445,875 | 9,531,766 |
| Cash on deposit | 314,000 | 314,000 |
| Security bonds | 333,017 | 425,330 |
| 3,831,715 | 25,429,182 | |
| Financial Liabilities | 1,110,683 | 1,658,436 |
| Trade and other payables | 41,770 | 67,376 |
| Finance leases | 1,152,453 | 1,725,812 |
A. GENERAL OBJECTIVES, POLICIES AND PROCESSES
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’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 Group’s financial instruments consist mainly of deposits with banks, receivables and payables, and shares in listed corporations.
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies 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 Group’s finance function. The Group’s risk management policies and objectives are designed to minimise the potential impacts of these risks on the results of the Group where such impacts may be material.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these matters are set out below:
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 30. FINANCIAL RISK MANAGEMENT (CONTINUED)
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 Group incurring a financial loss. This usually occurs when counterparties fail to settle their obligations owing to the Group. The Group’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, in the event other parties fail to discharge their obligations under financial instruments in relation to each class of financial asset at reporting date is the carrying amount in the statement of financial position which, for the relevant assets, is summarised in the table above.
Credit risk is reviewed regularly by the Board and the audit committee. It primarily arises from exposure to receivables as well as through deposits with financial institutions.
The Group does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Group. Bank deposits are held with Macquarie Bank, Westpac and the Bank of Queensland.
C. LIQUIDITY RISK
Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet financial obligations as they fall due. The objective of managing liquidity risk is to ensure, as far as possible, that the Group 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 Group manages liquidity risk by monitoring forecast cash flows and liquidity ratios such as working capital. The Group’s working capital, being current assets less current liabilities, has decreased from $13,817,509 in 2011 to ($367,488) in 2012. The Group did not have any financing facilities available at balance date.
| MATURITY ANALYSIS 2012 | CARRYING AMOUNT $ |
Contractual Cash Flows $ |
<6 MONTHS $ |
6-12 Months $ |
1-3 Years $ |
> 3 Years $ |
|---|---|---|---|---|---|---|
| Financial liabilities | ||||||
| Trade and other payables | 1,152,453 | 1,110,683 | 1,110,683 | - | - | - |
| Finance leases | 41,770 | 49,786 | 9,415 | 9,415 | 30,956 | - |
| Total | 1,152,453 | 1,160,469 | 1,120,098 | 9,415 | 30,956 | - |
| MATURITY ANALYSIS 2011 | CARRYING AMOUNT $ |
Contractual Cash Flows $ |
<6 MONTHS $ |
6-12 Months $ |
1-3 Years $ |
> 3 Years $ |
| Financial liabilities | ||||||
| Trade and other payables | 1,658,436 | 1,658,436 | 1,658,436 | - | - | - |
| Finance leases | 67,376 | 82,627 | 10,173 | 10,173 | 40,691 | 21,590 |
| Total | 1,725,812 | 1,741,063 | 1,668,609 | 10,173 | 40,691 | 21,590 |
88
NOTE 30. FINANCIAL RISK MANAGEMENT (CONTINUED)
D. MARKET RISK
Market risk arises from the use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk). The Group does not have any material exposure to market risk other than interest rate risk and other equity securities price risk.
Interest rate risk
The objective of interest rate risk management is to manage and control interest rate risk exposures with acceptable parameters while optimising the return. Interest rate risk is managed with a mixture of fixed and floating rate instruments. For further details on interest rate risk refer to the tables below:
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WEIGHTED
FLOATING FIXED INTEREST NON-INTEREST TOTAL CARRYING AVERAGE
INTEREST RATE RATE BEARING AMOUNT EFFECTIVE
INTEREST RATE
2012 2012 2012 2012 2012
$ $ $ $ %
(i) Financial Assets
Cash and cash equivalents 463,725 - - 463,725 3.75
Trade and other receivables - - 275,098 275,098 N/A
Other financial assets - 314,000 2,778,892 3,092,892 0.85
Total financial assets 463,725 314,000 3,053,990 3,831,715
(ii) Financial Liabilities
Trade and other payables - - 1,110,683 1,110,683 N/A
Other financial liabilities - 41,770 - 41,770 13.41
Total financial liabilities - 41,770 1,110,683 1,152,453
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* on interest bearing portion
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 30. FINANCIAL RISK MANAGEMENT (CONTINUED)
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WEIGHTED
FLOATING FIXED INTEREST NON-INTEREST TOTAL CARRYING AVERAGE
INTEREST RATE RATE BEARING AMOUNT EFFECTIVE
INTEREST RATE
2011 2011 2011 2011 2011
$ $ $ $ %
(i) Financial Assets
Cash and cash equivalents 3,269,984 11,531,490 - 14,801,474 4.98
Trade and other receivables - - 356,612 356,612 N/A
Other financial assets - 314,000 9,957,096 10,271,096 0.85
Total financial assets 3,269,984 11,845,490 10,313,708 25,429,182
(ii) Financial Liabilities
Trade and other payables - - 1,658,436 1,658,436 N/A
Other financial liabilities - 67,376 - 67,376 10.16t
Total financial liabilities - 67,376 1,658,436 1,725,812
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* on interest bearing portion
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk. This demonstrates the effect on the profit and equity which could result from a change in these risks.
At 30 June 2012 the effect on profit and equity as a result of changes in the interest rate at that date would be as follows:
| 2012 $ |
2011 $ |
|
|---|---|---|
| Change in proft and equity | ||
| - Increase in interest rate by 1% | 4,637 | 32,699 |
| - Decrease in interest rate by 1% | (4,637) | (32,699) |
Equity securities price risk
The Group has performed a sensitivity analysis relating to its exposure to equity securities price risk. The sensitivity demonstrates the effect on pre-tax profit and equity which could result from a change in these risks.
At 30 June 2012 the effect on profit and equity as a result of changes in equity security prices would be as follows:
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NOTE 30. FINANCIAL RISK MANAGEMENT (CONTINUED)
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2012 2011
$ $
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| Change in proft | ||
|---|---|---|
| - Increase in equity security price by 10% | - | - |
| - Decrease in equity security price by 10% | - | - |
| Change in equity* | ||
| - Increase in equity security price by 10% | 244,588 | 953,177 |
| - Decrease in equity security price by 10% | (244,588) | (953,177) |
* Available for sale financial assets reserve/other comprehensive income.
The analysis assumes all other variables remain constant. It also assumes the investment in SolGold plc and Lions Gate Metals Inc. was remeasured to fair value on 30 June 2012 (and that the 10% change had occurred as at that date).
It should be noted that the investment in associate is not included in the above analysis as it is outside the scope of Accounting Standard AASB 7 Financial Instruments: Disclosures, as it is accounted for in accordance with Accounting Standard AASB 128 Investments in Associates.
E. FAIR VALUE
The fair values of financial assets and financial liabilities approximate their carrying amounts principally due to their short-term nature or the fact that they are measured and recognised at fair value.
The following table presents the Group’s financial assets and liabilities measured and recognised at fair value at 30 June 2012.
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LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
$ $ $ $
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| 2012 | ||||
|---|---|---|---|---|
| Available for sale fnancial assets | 2,445,875 | - | - | 2,445,875 |
| 2011 | ||||
| Available for sale fnancial assets | 9,531,766 | - | - | 9,531,766 |
The available for sale financial assets are measured based on the quoted market prices at 30 June.
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 31. DISPOSAL OF SUBSIDIARIES
2012
In the period from 20 September 2011 to 9 November 2011, pursuant to a series of share issues mainly related to capital raising, AusNiCo Ltd issued 33,736,917 ordinary shares. As a result of these transactions, DGR Global Ltd lost control of AusNiCo Ltd on 20 October 2011. DGR Global’s new holding in AusNiCo Ltd equates to 41.5%.
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2012
$
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| Fair Value of retained investment in AusNiCo Ltd at the date of disposal | 2,988,825 |
|---|---|
| Assets and liabilities disposed: | |
| Cash and cash equivalents | 1,291,233 |
| Trade and other receivables | - |
| Exploration and evaluation assets | 4,997,261 |
| Property, plant and equipment | 41,399 |
| Other non-current assets | 170,261 |
| Trade and other payables | (486,885) |
| Other fnancial liabilities | (32,087) |
| Non-controlling interests | (3,206,294) |
| 2,774,888 | |
| Net gain on disposal | 213,937 |
| Reconciliation of cash: | |
| Cash disposed | 1,291,233 |
On 26 April 2012, Armour Energy Ltd issued 150,000,000 ordinary shares pursuant to an Initial Public Offering and was admitted to the ASX. Following this DGR Global Ltd’s holding reduced to 25% and control was lost.
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NOTE 31. DISPOSAL OF SUBSIDIARIES (CONTINUED)
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2012
$
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| Fair Value of retained investment in Armour Energy Ltd at the date of disposal | 37,525,000 |
|---|---|
| Assets and liabilities disposed: | |
| Cash and cash equivalents | 1,357,482 |
| Trade and other receivables | 7,535 |
| Other current assets | 1,022,176 |
| Exploration and evaluation assets | 6,119,837 |
| Property, plant and equipment | 120,463 |
| Other non-current assets | 7,200,000 |
| Trade and other payables | 937,630 |
| Other fnancial liabilities | (353,852) |
| Non-controlling interests | (5,690,905) |
| 10,720,366 | |
| Net gain on disposal | |
| Reconciliation of cash: | 26,804,634 |
| Cash disposed | 1,357,482 |
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
NOTE 31. DISPOSAL OF SUBSIDIARIES (CONTINUED)
2011
On 11 April 2011, Navaho Gold Ltd issued 45,000,000 ordinary shares pursuant to an Initial Public Offering and was admitted to the ASX. Following this DGR Global Ltd’s holding reduced to 29% and control was lost.
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2012
$
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| Fair Value of retained investment in Navaho Gold Ltd at the date of disposal | 5,410,553 |
|---|---|
| Assets and liabilities disposed: | |
| Cash and cash equivalents | (1,087) |
| Trade and other receivables | 692,021 |
| Exploration and evaluation assets | 1,450,585 |
| Other non-current assets | 5,016 |
| Trade and other payables | (840,020) |
| Non-controlling interests | (378,133) |
| 928,382 | |
| Net gain on disposal | 4,482,171 |
| Reconciliation of cash: | |
| Cash disposed | (1,087) |
NOTE 32. SIGNIFICANT EVENTS AFTER BALANCE DATE
On 8 August 2012, the Group sold 5,000,000 Orbis Gold Ltd shares on market at $0.35 per share to boost the Group’s working capital position. Subsequent to the sale of these shares, the Group holds 45,000,000 ordinary shares Orbis Gold Ltd
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DIRECTORS’ DECLARATION
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In the opinion of the Directors:
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(a) The financial statements and notes of DGR Global Ltd for the financial year ended 30 June 2012 are in accordance with the Corporations Act 2001, including:
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(i) Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and performance for the year then ended;
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(ii Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;
-
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(b) The financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1; and
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(c) 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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This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2012.
Signed in accordance with a resolution of the Directors.
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Nicholas Mather Managing Director Brisbane Date: 28 September 2012
DGRGLOBAL Limited | Annual Report for the year ended 30 June 2012
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DGR GLOBAL LIMITED
DGR Global Ltd Level 27, One One One 111 Eagle Street Brisbane QLD 4000 P | + 61 7 3303 0680 F | + 61 7 3303 0681 www.dgrglobal.com.au
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