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DGR GLOBAL LIMITED Annual Report 2012

Sep 27, 2012

64771_rns_2012-09-27_73513b08-fd50-4e5a-a779-1e983e844c5f.pdf

Annual Report

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DGR GLOBAL LIMITED (formerly D’Aguilar Gold Limited) ACN: 052 354 837

ANNUAL REPORT 2012

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CORPORATE INFORMATION

DIRECTORS Bill Stubbs Nicholas Mather Brian Moller Vincent Mascolo

COMPANY SECRETARY Karl Schlobohm

REGISTERED OFFICE AND PRINCIPAL BUSINESS OFFICE DGR Global Ltd Level 27, One One One 111 Eagle Street Brisbane QLD 4000 Phone: + 61 7 3303 0680 Fax: +61 7 3303 0681

SOLICITORS

Hopgood Ganim Level 8, Waterfront Place 1 Eagle Street Brisbane QLD 4000

SHARE REGISTER

Link Market Services Ltd Level 15, 324 Queen Street Brisbane QLD 4000 Phone: 1300 554 474

AUDITORS

BDO Audit Pty Ltd Level 18, 300 Queen Street Brisbane QLD 4000 Phone: +61 7 3237 5999

COUNTRY OF INCORPORATION

Australia

STOCK EXCHANGE LISTING

Australian Securities Exchange Ltd ASX Code: DGR

INTERNET ADDRESS

www.dgrglobal.com

AUSTRALIAN BUSINESS NUMBER ABN 67 052 354 837

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CONTENTS

CHAIRMANS REPORT ............................................................................ 4 REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS .................................. 6 DIRECTORS’ REPORT .......................................................................... 15 AUDITOR’S INDEPENDENCE DECLARATION ................................................. 27 SHAREHOLDER INFORMATION ................................................................ 28 CORPORATE GOVERNANCE STATEMENT .................................................... 30 INTEREST IN TENEMENTS ..................................................................... 34 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME .............................. 36 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................... 37 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................... 38 CONSOLIDATED STATEMENT OF CASH FLOWS ............................................. 39 NOTES TO THE FINANCIAL STATEMENTS ................................................... 40 DIRECTORS’ DECLARATION ................................................................... 91 INDEPENDENT AUDITOR’S REPORT .......................................................... 92

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CHAIRMANS 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 long-range 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.

DGR Global Limited annual report for the year ended 30 June 2012

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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

DGR Global Limited annual report for the year ended 30 June 2012

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REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS

HIGHLIGHTS

Corporate

  • Change of name (from D’Aguilar Gold Limited) to better reflect the company business model.

  • • Establishment of London based New Opportunities Group targeting bulk commodities in Africa and the Middle East.

Gold-Silver

  • SolGold plc (DGR 35.2 million shares – 9.5%) indicated and inferred mineral resource of 18.7 million tonnes at 0.9 g/t gold equivalent at the Rannes project, Central Queensland (296,657 ounces gold and 10.14 million ounces silver).

  • Navaho Gold Ltd (DGR 27 million shares – 29%) holds substantial prospective ground position in Queensland and Nevada and New Mexico, USA.

  • 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.

  • Pinnacle Gold Pty Ltd (DGR 94%) secures 8 exploration licences over potential new gold and silver province in New South Wales.

Nickel-Cobalt

  • AusNiCo Ltd (DGR 59 million shares – 41.5%) extends nickel-cobalt mineralised zone by drilling near Kilkivan, with copper and gold credits.

Copper-Gold-Silver-Molybdenum

  • Archer Resources Limited (DGR 67%) and wholly owned subsidiary Barlyne Mining Pty Ltd assembles package of 7 major porphyry copper gold silver molybdenum Projects.

  • 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.

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.

DGR Global Limited annual report for the year ended 30 June 2012

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Other companies have s e veral project s but DGR off e rs several dis t inct points of difference w h ich gives the DGR Group co m petitive adva n tages:

  1. D G R generates its projects d irectly throu g h the skills a nd experien c e of its tea m of accompli s hed g e oscientist ex p lorationists (evident by t h e experience and track record of senior management as o u tlined elsewhere in this report), thus avoiding the costl y capital expe n se of purchas i ng projects.

  2. E a ch project or exploration strategy is held in a separate s ubsidiary. 3. F o cussed or spe c ialist manag e ment for each project/com m odity/strate g y are engaged as required. 4. P r oject-specific finance is rai s ed in the sub s idiaries – it’s f aster, and les s dilutive to D G R. 5. W hen appropriate, the subsid i ary can be se p arately capit a lised – for example by an IP O . 6. I n vestors can c h oose to eithe r invest specifically in a project/commodity by investin g in the subsi d iary o r , by investing in DGR, they can invest in t he resource c ompany gene r ating busines s as well as h a ving t h e substantial indirect carri e d interest via the significan t DGR equity r etained in th e subsidiaries. This way DGR and it s subsidiaries o ffers appeal t o a wider range of investors.

  3. T h e projects t e nd to be ver y large – in this way the op p ortunity to m ake world class discoveries and e f ficiencies of scale is maximised.

  4. T h e exploratio n concepts ar e often novel. While increa s ed metals pri c es and adva n ces in techn o logy c a n turn forme r sub economi c deposits into viable projects, DGR’s subsi d iary projects frequently in v olve r e assessment o f large data b ases with ne w angles and different focus. Again, whi l e existing m o dels m ight be applied to a new ar e a alternative l y new explor a tion models m ay be develo p ed and appli e d to e x tensive explo r ation areas which can lead t o the discove r y of nationall y important m i neral provinc e s.

The curre n t DGR Group c orporate stru c ture is shown in Figure 1.

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Figure 1: DGR Global Limited Corporate Structure (1 Sept 2012)

DGR G lobal Limited a n nual report for the year ended 30 June 2012

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Reviewing the DGR business model and strategy as applied over the past year, the Company can positively report:

  1. 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.

  2. 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.

  3. Formation of new subsidiary Pinnacle Gold Pty Ltd and grant of eight (8) Exploration Licences in NSW over potential new gold and silver province.

  4. New projects under development include applications for exploration permits targeting gold, silver, antimony, coal and graphite.

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)

  • Exploration has commenced and initial sample assay results very encouraging

  • Proposed drilling program to confirm extent of mineralisation prior to IPO

  • Exploration target 150+ Mt, with initial DSO option already indicated

  • DRC (Exploitation Permit prospective for iron ore)

  • MoU for 63.5% farm-in for Kasumbalesa Project

  • Exploration target 65 – 260 Mt, with DSO potential

Australia (Granted EPMs prospective for TiO ₂ /Fe/Al ₂ O ₃ )

  • Stage 1 exploration program completed late 2011, Stage 2 planned for late 2012

  • 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.

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Figure 2: IronRidge Resources Gabon Tenement Locations

DGR Global Limited annual report for the year ended 30 June 2012

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The Belinga Sud Autoris a tion de Prospection (see Fi g ure 3) covers 3,027 km² an d hosts hematite in conventional Banded Ir o n Formations (BIF). It is dir e ctly south of t he Belinga Ir o n Ore Deposi t (860 Mt @ 63 % Fe), and 15 0 km from the T rans-Gabone s e rail line. T h e tenement c ontains several exploration targets evid e nt from mag n etic anomalies and preliminary exploration , and the potential for an initial direct shi p ping (DSO) pr o ject.

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Figure 3: Belinga Sud Project, Gabon, West Africa

The Tchibanga Autorisa t ion de Prospection (see Fig u re 4) covers 2 ,937 km² and is along strik e from known iron occurrenc e s. The area h a s not been s u bject to any modern era” e xploration. T h e tenement i s proximate t o the port of Ma y umba.

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Figure 4: Tchibanga Project, Gabon, West Africa

DGR G lobal Limited a n nual report for the year ended 30 June 2012

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The granted exploration tenements in Australia (see Figure 5) are prospective for TiO ₂ , Fe and Al ₂ O ₃ . 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% TiO ₂ (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

DGR Global Limited annual report for the year ended 30 June 2012

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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.

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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.

DGR Global Limited annual report for the year ended 30 June 2012

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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.

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Figure 7: Significant gold occurrences associated with Permo-Carboniferous Belts and the Sydney Bowen Basin

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 2,400km[2 ] 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.

DGR Global Limited annual report for the year ended 30 June 2012

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Figure 8: Pinnacle Gold exploration tenements on simplified geology

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 19[th] 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.

DGR Global Limited annual report for the year ended 30 June 2012

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Figure 8: Tea Tree Creek – Readings Reef Area on EL 7859

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:

  1. SolGold plc (LSE: SOLG) DGR 9.5% www.solgold.com.au

  2. Orbis Gold Ltd (ASX: OBS) DGR 27% www.orbisgold.com.au

  3. AusNiCo Ltd (ASX: ANW) DGR 41.5% www.ausnico.com.au

  4. Navaho Gold Ltd (ASX: NVG) DGR 29% www.navahogold.com

5. 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.

DGR Global Limited annual report for the year ended 30 June 2012

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DIRECTORS’ 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.

  • During the past three years Mr Stubbs has also served as a director of the following listed and public companies: � Armour Energy Ltd

  • Lakes Oil NL

  • Stradbroke Ferries Ltd

  • Coalbank Ltd

Mr Stubbs is a member of the Audit and Risk Committee and the Remuneration and Nomination Committee.

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 re-emergence as a significant emerging gold producer.

During the past three years Mr Mather has also served as a director of the following listed companies:

  • Armour Energy Ltd

  • Lakes Oil NL (appointed 7 February 2012)

  • Orbis Gold Ltd

  • AusNiCo Ltd

  • Navaho Gold Ltd

  • Bow Energy Ltd (resigned 11 January 2012)

  • SolGold plc, which is listed on the London Stock Exchange (AIM)

DGR Global Limited annual report for the year ended 30 June 2012

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DIRECTORS’ REPORT (continued)

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:

  • AusNiCo Ltd

  • Platina Resources Ltd

  • Navaho Gold Ltd

  • 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:

Number of ordinary shares Number of options over ordinary
shares
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

COMPANY SECRETARY

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.

DGR Global Limited annual report for the year ended 30 June 2012

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DIRECTORS’ REPORT (continued)

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.

REVIEW OF FINANCIAL CONDITION

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:

  • A decrease in the carrying value of the Group’s investment holding in the London AIM-listed SolGold plc;

  • Impairment charges recorded on the carrying value of the Group’s investment in AusNiCo Ltd, Armour Energy Ltd and Navaho Gold Ltd;

  • 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.

DGR Global Limited annual report for the year ended 30 June 2012

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DIRECTORS’ REPORT (continued)

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.

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.

DGR Global Limited annual report for the year ended 30 June 2012

18

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DIRECTORS’ REPORT (continued)

Remuneration Report (Audited) (continued)

The Company aims to reward the Executive Director and Senior Management with a level and mix of remuneration commensurate with their position and responsibilities within the Company. The Board’s policy is to align Director and Executive objectives with shareholder and business objectives by providing a fixed remuneration component and offering long-term incentives.

In accordance with best practice corporate governance, the structure of Non-Executive Director and Executive Director and Senior Management remuneration is separate and distinct.

Non-Executive Director Remuneration

The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. The Company’s specific policy 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 Non-Executive Directors are entitled to remuneration as determined by the Company in general meeting to be apportioned among them in such manner as the Directors agree and, in default of agreement, equally. The aggregate remuneration currently determined by the Company is $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.

DGR Global Limited annual report for the year ended 30 June 2012

19

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DIRECTORS’ REPORT (continued)

Remuneration Report (Audited) (continued)

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
Shareprice atyear end $0.13 $0.04 $0.04 $0.10 $0.06

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 Non-Executive 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;

  • The contract provides for a six monthly review of performance by DGR Global Ltd. The Company currently has not set any specific KPIs.

There is no termination payment provided for in the Executive Service Contract with Samuel Capital Ltd.

DGR Global Limited annual report for the year ended 30 June 2012

20

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DIRECTORS’ REPORT (continued)

Remuneration Report (Audited) (continued)

Senior Management

Employment contracts entered into with senior management contain the following key terms:

Event Company Policy
Performance based salary increases and/or bonuses Board discretion
Short and long-term incentives, such as options Board discretion
Resignation/ notice period 1 – 3 months
Serious misconduct Company may terminate at any time
Payouts upon resignation or termination, outside industrial regulations None
(i.e. ‘golden handshakes’)

Details of Key Management Personnel

(i) Directors

Bill Stubbs Nicholas Mather Brian Moller Vincent Mascolo

(ii) Other Key Management Personnel

The following persons were Senior Executives of the Company:

Greg Runge General Manager Karl Schlobohm Company Secretary Neil Wilkins Exploration Manager Priy Jayasuriya Chief Financial Officer 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)

DGR Global Limited annual report for the year ended 30 June 2012

21

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DIRECTORS’ REPORT (continued)

Remuneration Report (Audited) (continued)

Remuneration Details

Remuneration of Key Management Personnel

Directors
Short term benefits
Post-
employment
Share based
payments
Equity settled
Total
Consisting
of equity
Consisting of
performance
related
Directors
Short term benefits
Post-
employment
Share based
payments
Equity settled
Total
Consisting
of equity
Consisting of
performance
related
Salary &
fees
Cash bonus
Other
Superannuation
Options
Shares
$
$
$
$
$
$
$
%
%
Bill Stubbs
-
2012
110,972
-
9,942
-
-
-
2011
51,772
-
7,940
-
229,289
-
120,915
-
-
-
289,001
79%
-
Nicholas Mather
-
2012
395,385
-
18,142
-
-
-
2011
327,285
-
15,740
-
432,786
-
413,527
-
-
-
775,811
56%
-
Brian Moller
-
2012
60,000
-
9,942
-
-
-
2011
74,726
-
7,940
-
229,289
-
69,942
-
-
-
311,955
74%
-
Vince Mascolo
-
2012
50,000
-
9,942
-
-
-
2011
140,000
-
7,940
-
165,520
-
59,942
-
-
-
313,460
53%
-
Total remuneration
-
2012
616,357
-
47,968
-
-
-
2011
593,783
-
39,560
-
1,056,884
-
664,325
-
1,690,227

DGR Global Limited annual report for the year ended 30 June 2012

22

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DIRECTORS’ REPORT (continued)

Remuneration Report (Audited) (continued)

Remuneration Details (continued)

Remuneration of Key Management Personnel

Other Key Short term benefits Short term benefits Post- Share based Total Consisting
Consition of
Management employment payments of equity performance
Personnel Equity settled related
Salary & Cash bonus Other Superannuation Options Shares
fees
$ $ $ $ $ $ $ % %
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

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.

DGR Global Limited annual report for the year ended 30 June 2012

23

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DIRECTORS’ REPORT (continued)

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
PriyJayasuriya
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
BarryStoffell
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
PriyJayasuriya
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.

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.

(End of Remuneration Report)

DGR Global Limited annual report for the year ended 30 June 2012

24

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DIRECTORS’ REPORT (continued)

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 Audit & Risk Management
Remuneration & Nomination

Remuneration & Nomination
Committee Committee
Number of
Meetings
Number of
Meetings
Number of Meetings
meetings attended meetings attended meetings held attended
held while held while while in
in office in office office
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.

OPTIONS

At the date of this report, the unissued ordinary shares of DGR Global Ltd under option are as follows:

Grant date Date of Expiry Exercise Price Number under Option
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
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.

DGR Global Limited annual report for the year ended 30 June 2012

25

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DIRECTORS’ REPORT (continued)

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

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 27.

Signed in accordance with a resolution of the Directors.

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Nicholas Mather Managing Director Brisbane Date: 28 September 2012

Notes:

A The resource information for Solomon Gold has been taken from Solomon Gold’s market releases. Information relevant to Solomon Gold exploration results in based on data reviewed by Mr Malcolm Norris (B.Sc. Hons, MSc), the Chief Executive Officer of Solomon Gold. Mr Norris is a Fellow of the Australian Institute of Mining and Metallurgy who has is excess of 25 years’ experience in mineral exploration and is a Competent person. Mr Norris consents to the inclusion of the information in the form and context in which it appears.

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.

DGR Global Limited annual report for the year ended 30 June 2012

26

Level 18, 300 Queen St Brisbane QLD 4000, GPO Box 457 Brisbane QLD 4001 Australia

Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au

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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.

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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

Ordinary Shares Ordinary Shares Ordinary Shares Unlisted $0.28 options
exercisable on or before
Unlisted $0.28 options
exercisable on or before
Unlisted $0.28 options
exercisable on or before
Unlisted $0.28 options
exercisable on or before
Unlisted $0.28 options
exercisable on or before
Unlisted $0.28 options
exercisable on or before
Unlisted $0.28 options
exercisable on or before
Unlisted $0.28 options
exercisable on or before
**24 ** November 2013 28 February 2014
Number Number of Number Number of Number Number of
of holders shares of holders options of options
holders
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 Number of Number Number of
of holders
options
of options
holders
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

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:

Name Number
%
of Shares
Nicholas Mather* 45,516,662 14.04
Tenstar TradingLimited 33,921,543 10.46
  • Includes indirect holdings

(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.

DGR Global Limited annual report for the year ended 30 June 2012

28

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SHAREHOLDER INFORMATION (continued)

(e) Twenty Largest Holders

The names of the twenty largest holders, in each class of quoted security in DGR Global Ltd are:

Ordinary shares:

1 N & J Mather 34,425,000 10.62%
2 Tenstar TradingLtd * 33,921,543 10.46%
3 Indium Investments PtyLtd 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 PtyLtd 5,000,000 1.54%
8 Mr Robert Simeon Lord 5,000,000 1.54%
9 UBS Wealth Management Nominees PtyLtd 4,878,389 1.50%
10 Samuel Holdings PtyLtd 4,485,666 1.38%
11 WadleyBickle PtyLtd 4,285,714 1.32%
12 Mr GuyLance Jones 3,500,000 1.08%
13 RL & NP Bray 3,200,000 0.99%
14 Pinegold PtyLtd 2,953,850 0.91%
15 Flaskas Bickle PtyLtd 2,840,714 0.88%
16 Mr Vincent David Mascolo 2,546,207 0.79%
17 Fortunato PtyLtd 2,491,072 0.77%
18 Laskho PtyLtd 2,351,420 0.73%
19 Prepet PtyLtd 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%
  • These shareholders have more than one shareholding and these shareholdings have been merged for the purposes of this table.

DGR Global Limited annual report for the year ended 30 June 2012

29

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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 Recognize 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.

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:

Name Position Reason for non-compliance
Nicholas Mather Executive Director Mr Mather is employed by the Company in an Executive
capacity
Brian Moller Non-Executive Director Mr Moller is a principal of a material professional advisor to
the Company

DGR Global Limited annual report for the year ended 30 June 2012 30

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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.

There are procedures in place, agreed by the Board, to enable Directors, in furtherance of their duties, to seek independent professional advice at the Company’s expense.

The term in office held by each Director in office at the date of this report is as follows:

Name Term in office Nicholas Mather 10 years, 11 months Bill Stubbs 2 years, 9 months Brian Moller 9 years, 1 month Vincent Mascolo 8 years, 7 months

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.

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:

  • 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.

DGR Global Limited annual report for the year ended 30 June 2012

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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.

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.

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.

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.

DGR Global Limited annual report for the year ended 30 June 2012

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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 (including Executives): 8 (36%)

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

DGR Global Limited annual report for the year ended 30 June 2012

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INTEREST IN TENEMENTS

As at the date of this report, the Group has an interest in the following tenements.

Tenure Type, Number and Name Registered
Interest of
Holder(%)
Date of Expiry
Current Holder
EPCA 2888 Blair Athol Aimfire EnergyPtyLtd 100 Under Application
ELA 291 North Coober Pedy Aimfire EnergyPtyLtd 100 Under Application
ELA 292 Pootnoura Aimfire EnergyPtyLtd 100 Under Application
ELA 295 Mt Marron Aimfire EnergyPtyLtd 100 Under Application
ELA 296 Tallaringa Aimfire EnergyPtyLtd 100 Under Application
ELA 297 England Hill Aimfire EnergyPtyLtd 100 Under Application
ELA 298 Mosquito Creek Aimfire EnergyPtyLtd 100 Under Application
ELA 303 North West Coober Pedy Aimfire EnergyPtyLtd 100 Under Application
ELA 28 Mount Arckaringa Aimfire EnergyPtyLtd 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 MiningPtyLtd 100 5-Feb-11~~1~~
EPM 18410 Peenam Extended Barlyne MiningPtyLtd 100 28-Mar-13
EPM 18451 Calgoa Barlyne MiningPtyLtd 100 20-May-13
EPM 18493 Great Blackall Barlyne MiningPtyLtd 100 17-Aug-13
EPM 18559 Tewoo Barlyne MiningPtyLtd 100 19-Dec-14
EPM 18808 Pinnacle Barlyne MiningPtyLtd 100 28-Oct-12
EPM 19087 Mt Abbot Barlyne MiningPtyLtd 100 28-Jul-14
EPMA 18984 Eungella Barlyne MiningPtyLtd 100 Under Application
EPMA 19270 Pandanus Creek Coolgarra Minerals PtyLtd 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~~
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 100 30-Apr-2014
EPM 16260 Cardarga Two Eastern Exploration PtyLtd 100 11-Jun-13
EPM 16261 Cardaga One Eastern Exploration PtyLtd 100 27-May-13
14/2012 Gawler Hartz Rare Earths PtyLtd 100 Under Application
EPM 17929 Coorada IronRidge Resources Ltd 100 27-Mar-2013
EPM 18037 Coorada South IronRidge Resources Ltd 100 26-Oct-2012

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INTEREST IN TENEMENTS (continued)

Tenure Type, Number and Name Current Holder Registered Date of Expiry
Interest of
Holder(%)
EPM 18108 Brovinia IronRidge Resources Ltd 100 25-Nov-2012
EPM 18534QuaggyCreek 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 PtyLtd 100 8-Nov-13
EL 7860 Bald Hill Pinnacle Gold PtyLtd 100 8-Nov-13
EL 7867 Coolgardie Creek Pinnacle Gold PtyLtd 100 17-Nov-13
EL 7868 OakeyCreek Pinnacle Gold PtyLtd 100 17-Nov-17
EL 7897 Kelvin Fault Pinnacle Gold PtyLtd 100 9-Feb-14
EL 7898 Hill 398 Pinnacle Gold PtyLtd 100 9-Feb-14
EL 7903 Eulah Creek Pinnacle Gold PtyLtd 100 21-Feb-14
EL 7932 Tea Tree Pinnacle Gold PtyLtd 100 10-May-14
EPMA Manumbar South Pinnacle Gold PtyLtd 100 Under Application
EPCA Cadarga Quiver Coal PtyLtd 100 Under Application
EPMA 18383 Westmoreland East Ripple Resources PtyLtd 100 Under Application
EPMA 19208 Westmoreland South Ripple Resources PtyLtd 100 Under Application
EPMA 19795 Egilabria North Ripple Resources PtyLtd 100 Under Application
EPMA 19796 Dooadgee Ripple Resources PtyLtd 100 Under Application
EPMA 19797 Egilabria South Ripple Resources PtyLtd 100 Under Application

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.

DGR Global Limited annual report for the year ended 30 June 2012

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2012

2012 2011
Notes $ $
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 - (248,446)
Profit (loss) before income tax 3 5,167,472 (5,223,053)
Income tax(expense)/benefit 4 (1,741,016) 422,785
Profit(loss) for theyear 3,426,456 (4,800,268)
Other comprehensive income
Change in fair value of available-for-sale (6,866,571) 5,451,166
financial assets
Income tax relating to other comprehensive 2,059,971 (1,635,350)
income
Other comprehensive income for the year, net (4,806,600) 3,815,816
of tax
Total comprehensive income for theyear (1,380,144) (984,452)
Profit / (loss) for the year attributable to:
Owners of the parent company 4,204,244 (3,995,362)
Non-controllinginterests (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-controllinginterests (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)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

DGR Global Limited annual report for the year ended 30 June 2012

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2012

2012
2011
Notes $
$
Current assets
Cash and cash equivalents
9
Trade and other receivables
10
Other current assets
16
463,725
14,801,474
275,098
356,612
18,448
332,000
Total current assets 757,271
15,490,086
Non-current assets
Other financial assets
11
Investments accounted for using the equity
method
13
Property, plant and equipment
14
Exploration and evaluation assets
15
3,092,892
10,271,096
28,968,765
11,088,680
527,903
627,017
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
Other financial liabilities
18
1,110,683
1,658,436
14,076
14,141
Total current liabilities 1,124,759
1,672,577
Non-current liabilities
Other financial liabilities
18
Deferred tax liabilities
4
Provisions
19
27,694
53,235
655,380
974,335
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
Reserves
21
Accumulated losses
22
21,885,983
21,885,983
21,562,041
24,628,686
(6,115,161)
(10,319,405)
Equity attributable to owners of the parent
company
Non-controllinginterests
37,332,863
36,195,264
1,073,052
9,877,655
Total equity 38,405,915
46,072,919

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

DGR Global Limited annual report for the year ended 30 June 2012

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2012

Attributable to Owners of Parent Company Attributable to Owners of Parent Company
Issued
Capital
Accumulated
Losses
Share-
Based
Payments
Reserve
Available-
For-Sale
Financial
Assets
Reserve
Change in
Proportionate
Interest
Reserve
Total
Non-
Controlling
Interests
Total
Equity
$
$
$
$
$
$
$
$
Balance at 1 July 2010
Loss for the year
Other comprehensive income
Total comprehensive income for the year
Issue of shares
Issue of shares to non-controlling interests
Share issue costs, net of tax
Share based payments
Non-controlling interest in subsidiary disposed
Other
21,650,983
(6,776,590)
2,021,193
-
-
(3,995,362)
-
-
-
-
-
3,815,816
5,485,398
22,380,984
818,304
23,199,288
-
(3,995,362)
(804,906)
(4,800,268)
-
3,815,816
-
3,815,816
-
(3,995,362)
-
3,815,816
210,000
-
-
-
-
-
-
-
-
-
-
-
25,000
-
3,723,379
-
-
-
-
-
-
452,547
(452,547)
-
-
(179,546)
(804,906)
(984,452)
-
210,000
-
210,000
10,758,075
10,758,075
10,242,390
21,000,465
(722,628)
(722,628)
-
(722,628)
-
3,748,379
-
3,748,379
-
-
(378,133)
(378,133)
-
-
-
-
Balance at 30 June 2011 21,885,983
(10,319,405)
5,292,025
3,815,816
15,520,845
36,195,264
9,877,655
46,072,919
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Issue of shares
Issue of shares to non-controlling interests
Share issue costs, net of tax
Share based payments
Non-controllinginterest in subsidiarydisposed
-
4,204,244
-
-
-
-
-
(4,806,600)
-
4,204,244
(777,788)
3,426,456
-
(4,806,600)
-
(4,806,600)
-
4,204,244
-
(4,806,600)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
369,970
-
-
-
-
-
-
(602,356)
(777,788)
(1,380,144)
-
-
-
-
1,435,804
1,435,804
870,385
2,306,189
(65,819)
(65,819)
-
(65,819)
-
369,970
-
369,970
-
-
(8,897,199)
(8,897,199)
Balance at 30 June 2012 21,885,983
(6,115,161)
5,661,995
(990,784)
16,890,830
37,332,863
1,073,052
38,405,915

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

DGR Global Limited annual report for the year ended 30 June 2012

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CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2012

2012 2011
Notes $ $
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 financepaid (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
assets (2,250,000)
(457,017)
Payments for investments in associates -
(300,000)
Proceeds from the sale of investments in available for
sale financial assets 368,294
-
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 to non- 2,306,188
21,000,465
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 beginningof theyear 14,801,474
899,726
Cash at the end of the financialyear 9 463,725
14,801,474

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

DGR Global Limited annual report for the year ended 30 June 2012

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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

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).

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.

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

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:

Reference Title Application date
Application date
of standard for the Company
AASB 124(R) Related PartyDisclosures(December 2009) 1 January2011
1 July2011
AASB 2009-12 Amendments to Australian Accounting Standards [AASB 5, 8,
1 January 2011

1 July 2011
108, 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 FundingRequirement
AASB 1054 Australian Additional Disclosures 1 July2011
1 July2011
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,
1 January 2011

1 July 2011
5, 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
1 July 2011

1 July 2011
on Transfers of Financial Assets[AASB 1 & AASB 7]
AASB 2011-1 Amendments to Australian Accounting Standards arising from
1 July 2011

1 July 2011
the 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:

Reference Title Application date
Application date
of standard for the Company
AASB 9 Financial Instruments 1 January2015 1 July2015
AASB 10 Consolidated Financial Statements 1 January2013 1 July2013
AASB 11 Joint Arrangements 1 January2013 1 July2013
AASB 12 Disclosure of Interests in Other Entities 1 January2013 1 July2013
AASB 13 Fair Value Measurements 1 January2013 1 July2013
AASB 20011-9 Amendments to Australian Accounting Standards Presentation 1 July 2012 1 July 2012
of 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)

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

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.

DGR Global Limited annual report for the year ended 30 June 2012

42

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

Accounting Policies (continued)

(b) Basis of Consolidation (continued)

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 post-acquisition 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.

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.

DGR Global Limited annual report for the year ended 30 June 2012

43

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

Accounting Policies (continued)

(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.

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 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.

(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.

DGR Global Limited annual report for the year ended 30 June 2012

44

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

Accounting Policies (continued)

(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.

(iii) Available-for-sale financial assets

  • Available-for-sale financial assets comprise investments in listed and unlisted entities and nonderivatives 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.

DGR Global Limited annual report for the year ended 30 June 2012

45

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

Accounting Policies (continued)

(g) Financial Instruments (continued)

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 counter-party'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.

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:

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

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in profit or loss.

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.

DGR Global Limited annual report for the year ended 30 June 2012

46

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

Accounting Policies (continued)

(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.

(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.

DGR Global Limited annual report for the year ended 30 June 2012

47

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

Accounting Policies (continued)

(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.

DGR Global Limited annual report for the year ended 30 June 2012

48

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

Accounting Policies (continued)

(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.

(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 ("equitysettled 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.

DGR Global Limited annual report for the year ended 30 June 2012

49

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

Accounting Policies (continued)

(q) Income Tax (continued)

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.

(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.

DGR Global Limited annual report for the year ended 30 June 2012

50

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 1: Summary of Significant Accounting Policies (continued)

Accounting Policies (continued)

(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.

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.

(t) Comparatives

When required by Australian Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year .

(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).

DGR Global Limited annual report for the year ended 30 June 2012

51

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 2. Revenue and Other Income

Revenue
- Interest
- Management fees – related parties
Total Revenue
Interest revenue from:
- Deposits held with financial institutions
Total Interest Revenue
Other income
- Gain on loss of control of subsidiaries
- Gain on sale of investments
- Realised gain on disposal of available for sale financial
asset
- Realised gain on disposal of available for sale financial
asset on loss of control of subsidiary
- Reversal of impairment of investment in associate
- Other income
Total other income
Note 3. Profit / (Loss)
Profit/(loss) before income tax has been determined
after:
Finance costs
- External
- Related parties
Total finance costs
Share based payments expense
Defined contributions superannuation expense
Minimum lease rentals under operating leases
2012
2011
$
$
403,895
346,037
1,936,398
908,248
2,340,293
1,254,285
403,895
346,037
403,895
346,037
27,018,571
4,482,171
281,200
-
148,975
-
4,950,000
-
-
131,356
230,898
251,400
32,629,644
4,864,927
4,282
28,934
-
100,000
4,282
128,934
369,970
2,936,337
227,882
179,434
472,275
321,583

DGR Global Limited annual report for the year ended 30 June 2012

52

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012


Note 4. Income Tax
(a) Components of tax expense comprise:
Deferred tax
Components of tax expense on other
comprehensive income comprise:
Deferred tax
(b) The prima facie tax on profit / (loss) before
income tax is reconciled to the income tax
expense as follows:
Prima facie tax on profit / (loss) before income tax
at 30% (2011: 30%)
Add tax effect of:
Share based payments
Deferred assets not recognized
Other
Net deferred tax liability recognised on investments
Less tax effect of:
Benefit of deferred tax assets relating to prior years
not previously recognised
Other
Income tax expense
(c) Recognised deferred tax assets and liabilities

Note 4. Income Tax
(a) Components of tax expense comprise:
Deferred tax
Components of tax expense on other
comprehensive income comprise:
Deferred tax
(b) The prima facie tax on profit / (loss) before
income tax is reconciled to the income tax
expense as follows:
Prima facie tax on profit / (loss) before income tax
at 30% (2011: 30%)
Add tax effect of:
Share based payments
Deferred assets not recognized
Other
Net deferred tax liability recognised on investments
Less tax effect of:
Benefit of deferred tax assets relating to prior years
not previously recognised
Other
Income tax expense
(c) Recognised deferred tax assets and liabilities
2012
2011
$
$
1,741,016
(422,785)
1,741,016
(422,785)
(2,059,971)
1,635,350
(2,059,971)
1,635,350
1,550,242
(1,566,916)
111,061
880,901
-
566,425
417,399
-
1,780,800
-
3,859,502
(119,590)
(2,109,062)
-
(9,424)
(303,195)
1,741,016
(422,785)

2012

Opening
balance
$
Net
charged to
income
$
Net charged to
other
comprehensive
income
$
Loss of
control of
subsidiary
$
Closing
balance
$
Deferred tax asset
Carried forward tax losses
Accruals/provisions
Capital raising costs expensed
Capital raising costs in equity
AFS revaluation
Deferred tax liability
AFS revaluation
Impairment of associates
Exploration and evaluation
assets
Net deferred tax
Deferred tax assets not
recognised
Unused tax losses
Tax benefit at 30%
6,152,565
5,173,724
-
(3,097,767)
8,228,522
233,077
48,498
-
(54,557)
227,018
105,030
21,026
-
(15,657)
110,399
224,298
(36,010)
-
(162,330)
25,958
16,718
(16,718)
-
-
-
6,731,688
5,190,520
-
(3,330,311)
8,591,897
(1,635,350)
-
2,059,971
-
424,621
(2,627,766)
(4,804,058)
-
-
(7,431,824)
(3,442,907)
(2,127,478)
-
3,330,311
(2,240,074)
(7,706,023)
(6,931,536)
2,059,971
3,330,311
(9,247,277)
(974,335)
(1,741,016)
2,059,971
-
(655,380)
11,945,713
(7,030,205)
-
(3,127,690)
1,787,819
3,583,714
(2,109,062)
-
(938,307)
536,346

DGR Global Limited annual report for the year ended 30 June 2012

53

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NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2012

Note 4. Income Tax (continued)

2011 Opening
balance
$
Net
charged to
income
$
Net
charged
to equity
$
Net charged
to other
comprehen
sive income
$
Loss of
control of
subsidiary
$
Closing
balance
$
Deferred tax asset
Carried forward tax losses
Accruals/provisions
Impairment of investments
Capital raising costs expensed
Capital raising costs in equity
AFS revaluation
Deferred tax liability
AFS revaluation
Exploration and evaluation
assets
Net deferred tax
Deferred tax assets not
recognised
Unused tax losses
Tax benefit at 30%
4,540,590
2,047,151
-
-
(435,176)
6,152,565
213,054
20,023
-
-
-
233,077
414,640
(414,640)
-
-
-
-
49,084
55,946
-
-
-
105,030
52,023
(65,955)
238,230
-
-
224,298
-
-
-
16,718
-
16,718
5,269,391
1,642,525
238,230
16,718
(435,176)
6,731,688
(2,617,599)
6,551
-
(1,652,068)
-
(4,263,116)
(2,651,792)
(1,226,291)
-
-
435,176
(3,442,907)
(5,269,391)
(1,219,740)
-
(1,652,068)
435,176
(7,706,023)
-
422,785
238,230
(1,635,350)
-
(974,335)
10,814,210
1,888,083
-
-
(756,580)
11,945,713
3,244,263
566,425
-
-
(226,974)
3,583,714

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.

DGR Global Limited annual report for the year ended 30 June 2012

54

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

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:

Short-term employee benefits
Post-employment benefits
Share-based payments
Total
2012
2011
$
$
1,773,758
1,237,400
46,178
34,425
429,120
1,935,821
2,249,056
3,207,646

(b) Equity Instruments

Shareholdings of key management personnel in DGR Global Ltd (including indirect holdings)

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

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.

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 Jayasuriya1 - - - - -
Carlie Rogers2 - - - - -
Total 57,429,784 200,000 2,000,000 (400,000) 59,229,784

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).

DGR Global Limited annual report for the year ended 30 June 2012

55

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(b) Equity Instruments (continued)

Shareholdings of key management personnel in AusNiCo Ltd (including indirect holdings)

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) -
1Barry Stoffell was appointed on 9 September 2011.
2Amanda 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.
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 Jayasuriya1 - - - - -
Carlie Rogers2 - - - - -
Total - - - 3,216,800 3,216,800

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).

DGR Global Limited annual report for the year ended 30 June 2012

56

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(b) Equity Instruments (continued)

Shareholdings of key management personnel in Armour Energy Ltd (including indirect holdings)

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) -

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.

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 Jayasuriya1 - - - - -
Carlie Rogers2 - - - - -
Total - - - 2,125,000 2,125,000

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).

DGR Global Limited annual report for the year ended 30 June 2012

57

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(b) Equity Instruments (continued)

Shareholdings of key management personnel in Archer Resources Ltd (including indirect holdings)

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

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.

Prior 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 Jayasuriya1 - - - - -
Carlie Rogers2 - - - - -
Total - - - 300,000 300,000

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).

DGR Global Limited annual report for the year ended 30 June 2012

58

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(b) Equity Instruments (continued)

Shareholdings of key management personnel in IronRidge Resources Ltd (including indirect holdings)

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
1Barry 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.

Prior 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 Jayasuriya1 - - - -
-
Carlie Rogers2 - - - -
-
Total 50,000 - - -
50,000

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).

DGR Global Limited annual report for the year ended 30 June 2012

59

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(b) Equity Instruments (continued)

Shareholdings of key management personnel in Pinnacle Gold Pty Ltd (including indirect holdings)

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

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.

DGR Global Limited annual report for the year ended 30 June 2012

60

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(b) Equity Instruments (continued)

Option holdings of key management personnel in DGR Global Ltd (including indirect holdings)

Current Year
DGR Global
Balance
1 July 2011
Granted as
Remuneration
Options
Exercised
Net Change#
Other
Balance
30 June
2012
Total
Vested
Total Vested
and
Exercisable
Total Vested
and
Unexercisable
Directors
William Stubbs 3,500,000 - - - 3,500,000 3,500,000 3,500,000 -
Nicholas Mather 6,500,000 - - - 6,500,000 6,500,000 6,500,000 -
Brian Moller 3,500,000 - - - 3,500,000 3,500,000 3,500,000 -
Vince Mascolo 2,500,000 - - - 2,500,000 2,500,000 2,500,000 -
Other Key
Management
Personnel
Greg Runge 1,250,000 - - - 1,250,000 1,250,000 1,250,000 -
Karl Schlobohm 2,500,000 - - - 2,500,000 2,500,000 2,500,000 -
Neil Wilkins 1,250,000 - - - 1,250,000 1,250,000 1,250,000 -
Priy Jayasuriya 1,250,000 300,000 - - 1,550,000 1,550,000 1,550,000 -
Carlie Rogers 2,500,000 - - - 2,500,000 2,500,000 2,500,000 -
Barry Stoffell1 - 2,500,000 - - 2,500,000 2,500,000 2,500,000 -
Amanda Geard2 - 2,500,000 - - 2,500,000 2,500,000 2,500,000 -
Total 24,750,000 5,300,000 - - 30,050,000 30,050,000 30,050,000 -
  • 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.

Previous Year
DGR Global
Balance
1 July 2010
Granted as
Remuneration
Options
Exercised
Net Change#
Other
Balance
30 June
2011
Total
Vested
Total Vested
and
Exercisable
Total Vested
and
Unexercisable
Directors
William Stubbs - 3,500,000 - - 3,500,000 3,500,000 3,500,000 -
Nicholas Mather 2,000,000 6,500,000 - (2,000,000) 6,500,000 6,500,000 6,500,000 -
Brian Moller 500,000 3,500,000 - (500,000) 3,500,000 3,500,000 3,500,000 -
Vince Mascolo 500,000 2,500,000 - (500,000) 2,500,000 2,500,000 2,500,000 -
Other Key
Management
Personnel
Greg Runge - 1,250,000 - - 1,250,000 1,250,000 1,250,000 -
Karl Schlobohm 3,000,000 2,500,000 (2,000,000) (1,000,000) 2,500,000 2,500,000 2,500,000 -
Neil Wilkins - 1,250,000 - - 1,250,000 1,250,000 1,250,000 -
Priy Jayasuriya1 - 1,250,000 - - 1,250,000 1,250,000 1,250,000 -
Carlie Rogers2 - 2,500,000 - - 2,500,000 2,500,000 2,500,000 -
Total 6,000,000 24,750,000 (2,000,000) (4,000,000) 24,750,000 24,750,000 24,750,000 -

1 Priy Jayasuriya was appointed on 22 November 2010.

2 Carlie 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).

DGR Global Limited annual report for the year ended 30 June 2012

61

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(b) Equity Instruments (continued)

Option holdings of key management personnel in AusNiCo Ltd (including indirect holdings)

Current Year
AusNiCo
Balance
1 July 2011
Granted as
Remuneration
Options
Exercised
Net Change#
Other
Balance
30 June
2012

Total
Vested
Total Vested
and
Exercisable
Total Vested
and
Unexercisable
Directors
Nicholas Mather 590,000 - - (590,000) - - - -
William Stubbs 35,000 - - (35,000) - - - -
Brian Moller 550,000 - - (550,000) - - - -
Vince Mascolo 520,000 - - (520,000) - - - -
Other Key
Management
Personnel
Greg Runge - - - - - - - -
Karl Schlobohm 410,000 - - (410,000) - - - -
Neil Wilkins - - - - - - - -
Priy Jayasuriya - - - - - - - -
Carlie Rogers - - - - - - - -
Barry Stoffell1 - - - - - - - -
Amanda Geard2 - - - - - - - -
Total 2,105,000 - - (2,105,000) - - - -

1 Barry Stoffell was appointed on 9 September 2011.

2 Amanda 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.

Previous Year
AusNiCo
Balance
1 July 2010
Granted as
Remuneration
Options
Exercised
Net Change#
Other
Balance
30 June
2011
Total
Vested
Total Vested
and
Exercisable
Total Vested
and
Unexercisable
Directors
Nicholas Mather 500,000
-
- 90,000 590,000 590,000 590,000 -
William Stubbs -
-
- 35,000 35,000 35,000 35,000 -
Brian Moller 500,000
-
- 50,000 550,000 550,000 550,000 -
Vince Mascolo 500,000
-
- 20,000 520,000 520,000 520,000 -
Other Key
Management
Personnel
Greg Runge -
-
- - - - - -
Karl Schlobohm -
400,000
- 10,000 410,000 410,000 410,000 -
Neil Wilkins -
-
- - - - - -
Priy Jayasuriya1 -
-
- - - - - -
Carlie Rogers2 -
-
- - - - - -
Total 1,500,000
400,000
- 205,000 2,105,000 2,105,000 2,105,000 -

1 Priy Jayasuriya was appointed on 22 November 2010.

2 Carlie 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).

DGR Global Limited annual report for the year ended 30 June 2012

62

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(b) Equity Instruments (continued)

Option holdings of key management personnel in Armour Energy Ltd (including indirect holdings)

Current Year
Armour Energy
Balance
1 July 2011
Granted as
Remuneration
Options
Exercised
Net Change#
Other
Balance
30 June
2012

Total
Vested
Total Vested
and
Exercisable
Total Vested
and
Unexercisable
Directors
Nicholas Mather1 1,500,000 - - (1,500,000) - - - -
William Stubbs 562,500 - - (562,500) - - - -
Brian Moller 587,500 - - (587,500) - - - -
Vince Mascolo 512,500 - - (512,500) - - - -
Other Key
Management
Personnel
Greg Runge 25,000 - - (25,000) - - - -
Karl Schlobohm 543,750 - - (543,750) - - - -
Neil Wilkins 300,000 - - (300,000) - - - -
Priy Jayasuriya - 500,000 - (500,000) - - - -
Carlie Rogers 525,000 - - (525,000) - - - -
Barry Stoffell2 - - - - - - - -
Amanda Geard3 - - - - - - - -
Total 4,556,250 500,000 - (5,056,250) - - - -

1 Net Change Other for Nicholas Mather reflects a transfer of 500,000 options to a key consultant to Armour Energy Ltd.

2 Barry Stoffell was appointed on 9 September 2011.

3 Amanda 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.

Previous Year
Armour Energy
Balance
1 July 2010
Granted as
Remuneration
Options
Exercised
Net Change
Other
Balance
30 June
2011
Total
Vested
Total Vested
and
Exercisable
Total Vested
and
Unexercisable
Directors
Nicholas Mather -
1,500,000
- - 1,500,000 1,500,000 1,500,000 -
William Stubbs -
500,000
- 62,500 562,500 562,500 562,500 -
Brian Moller -
500,000
- 87,500 587,500 587,500 587,500 -
Vince Mascolo -
500,000
- 12,500 512,500 512,500 512,500 -
Other Key
Management
Personnel
Greg Runge -
-
- 25,000 25,000 25,000 25,000 -
Karl Schlobohm -
500,000
- 43,750 543,750 543,750 543,750 -
Neil Wilkins -
-
- 300,000 300,000 300,000 300,000 -
Priy Jayasuriya1 -
-
- - - - - -
Carlie Rogers2 -
500,000
- 25,000 525,000 525,000 525,000 -
Total -
4,000,000
- 556,250 4,556,250 4,556,250 4,556,250 -

1 Priy Jayasuriya was appointed on 22 November 2010.

2 Carlie 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).

DGR Global Limited annual report for the year ended 30 June 2012

63

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(b) Equity Instruments (continued)

Option holdings of key management personnel in Archer Resources Ltd (including indirect holdings)

Current Year
Archer Resources
Balance
1 July 2011
Granted as
Remuneration
Options
Exercised
Net Change
Other
Balance
30 June
2012
Total
Vested
Total Vested
and
Exercisable
Total Vested
and
Unexercisable
Directors
Nicholas Mather - - - - - - - -
William Stubbs - - - - - - - -
Brian Moller - - - - - - - -
Vince Mascolo - - - - - - -
Other Key -
Management
Personnel
Greg Runge - - - - - - - -
Karl Schlobohm 300,000 - - - 300,000 300,000 300,000 -
Neil Wilkins - - - - - - - -
Priy Jayasuriya - - - - - - - -
Carlie Rogers 300,000 - - - 300,000 300,000 300,000 -
Barry Stoffell1 - - - - - - - -
Amanda Geard2 - - - - - - - -
Total 600,000 - - - 600,000 600,000 600,000 -

1 Barry Stoffell was appointed on 9 September 2011.

2 Amanda Geard was appointed on 9 September 2011.

Previous Year
Archer Resources
Balance
1 July 2010
Granted as
Remuneration
Options
Exercised
Net Change
Other
Balance
30 June
2011
Total
Vested
Total Vested
and
Exercisable
Total Vested
and
Unexercisable
Directors
Nicholas Mather -
-
- - - - - -
William Stubbs -
-
- - - - - -
Brian Moller -
-
- - - - - -
Vince Mascolo -
-
- - - - - -
Other Key
Management
Personnel
Greg Runge -
-
- - - - - -
Karl Schlobohm -
300,000
- - 300,000 300,000 300,000 -
Neil Wilkins -
-
- - - - - -
Priy Jayasuriya1 -
-
- - - - - -
Carlie Rogers2 -
300,000
- - 300,000 300,000 300,000 -
Total
-

600,000
- - 600,000 600,000 600,000

1 Priy 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 .

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 30 June 2012

Note 5. Key Management Personnel (continued)

(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.

Note 7. Auditors Remuneration
Amounts paid/payable to the auditor of the parent of
the Group for:
Audit and review of the financial reports of the Group
Other assurance related services (investigating
accountants report)
Taxation services
2012
2011
$
$
127,305
129,765
57,355
22,825
34,225
28,250
218,885
180,840

Note 8. Earnings per Share (EPS)

(a) Earnings
Earnings used to calculate basic and diluted earnings per
share
(b) Weighted average number of shares
Used in calculating basic EPS
Weighted average number of dilutive options
Weighted average number of ordinary shares and
potential ordinary shares, used in calculating dilutive EPS
4,204,244
(3,995,362)
Number of Shares
Number of Shares
324,202,760
322,453,859
-
-
324,202,760
322,453,859

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
Cash at bank and in hand
Short term deposits
2012
2011
$
$
406,799
3,269,984
56,926
11,531,490
463,725
14,801,474

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 10. Trade and Other Receivables
Trade receivables
GST receivable
2012
2011
$
$
177,810
193,125
97,288
163,487
275,098
356,612

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:

2012
Total
Amount
Impaired
Amount not
impaired
2011
Total
Amount
Impaired
Amount not
impaired
$
$
$
$
$
$
Not past due
177,810
-
177,810
Past due 30 days
-
-
-
Past due 30-45 days
-
-
-
Past due 45-60 days
-
-
-
Past due >60 days
-
-
-
193,125
-
193,125
-
-
-
-
-
-
-
-
-
-
-
-
Total
177,810
-
177,810
193,125
-
193,125

All receivables that are neither past due nor impaired are with long standing clients who have a good credit history with the entity.

Note 11. Other Financial Assets

Non-Current 2012
$
2011
$
Available for sale financial assets (refer below)
Cash on deposit held as security
Security bonds
Movements in available for sale financial assets
Opening balance at 1 July
Additions
Disposal of available for sale financial assets on loss of control of
subsidiary
Sale of available for sale financial assets
Fair Value adjustment through other comprehensive income
2,445,875
9,531,766
314,000
314,000
333,017
425,330
3,092,892
10,271,096
9,531,766
3,623,585
2,250,000
457,015
(7,200,000)
-
(368,295)
-
(1,767,596)
5,451,166
2,445,875
9,531,766

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.

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 12. Controlled Entities and Transactions with Non-Controlling Interests

(a) Controlled Entities Country of Percentage Owned (%)
Incorporation 2012 2011
Parent entity:
DGR Global Ltd Australia
Subsidiaries of DGR Global Ltd:
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%

1 Archer 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.

2 Armour Energy Ltd exited the DGR Global group during the year. Refer to note 31 for details.

3 AusNiCo Ltd exited the DGR Global group during the year. Refer to note 31 for details.

4 IronRidge 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:

2012
$
2011
$
Proceeds received from issue of shares to non-controlling
interests net of costs
(Increase)/decrease in non-controlling interests share of
subsidiary net assets
Excess of consideration received recognized in the change in
proportionate interest reserve
2,306,189
21,000,465
(870,385)
(10,242,390)
1,435,804
10,758,075

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 13. Investments Accounted for Using the Equity Method

Name
Country of
incorporation
Principle
Activity
Shares
Ownership Interest
Carrying Amount
2012
%
2011
%
2012
$
2011
$
AusNiCo Ltd
Australia
Mineral
Exploration
ORD
41%
-
Armour
Energy Ltd
Australia
Oil & Gas
Exploration
ORD
25%
-
Orbis Gold
Ltd
Australia
Mineral
Exploration
ORD
30%
33%
Navaho
Gold Ltd
Australia
Mineral
Exploration
ORD
29%
29%
1,456,872
-
20,638,750
-
6,467,352
7,842,408
405,791
3,246,272
28,968,765
11,088,680
(A) Movements during the year in equity accounted
investments
2012
2011
$
$
Balance at beginning of year
Fair value of investment on initial recognition
Additional investment
Sale of investment
Share of associates losses after income tax
Impairment
Reversal of impairment
Loss on deemed disposal
Balance at end of year
11,088,680
8,500,000
40,513,825
5,410,553
46,325
300,000
(294,032)
-
(2,203,824)
(906,503)
(20,182,209)
(2,098,280)
-
131,356
-
(248,446)
28,968,765
11,088,680

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.

(B) Fair value of investments in associates with
published price quotations
2012
2011
$
$
Fair Value of investment in AusNiCo Ltd
Fair Value of investment in Armour Energy Ltd
Fair Value of investment in Orbis Gold Ltd
Fair Value of investment in Navaho Gold Ltd
1,456,872
-
20,638,750
-
18,000,000
18,200,000
405,791
3,246,272
40,501,413
21,446,272

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 13. Investments Accounted for Using the Equity Method (continued)

(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:

Ownership
interest
%
Assets
$
Liabilities
$
Revenues
$
Profit/loss
$
2012
AusNiCo Ltd
41%
Armour Energy Ltd
25%
Orbis Gold Ltd
30%
Navaho Gold Ltd
29%
2011
Orbis Gold Ltd
33%
Navaho Gold Ltd
29%
2,503,468
48,222
219,906
(288,059)
22,384,603
2,105,067
257,610
(102,838)
7,191,167
827,142
161,033
(1,81,023)
2,265,916
85,955
51,224
(731,904)
34,345,154
3,066,386
689,773
(2,203,824)
8,015,918
282,523
103,783
(840,503)
2,792,199
72,619
24,883
(66,000)
10,808,117
355,142
128,666
(906,503)

Note 14. Property Plant and Equipment

2012
2011
$
$
Land at cost
Freehold building at cost
Accumulated depreciation
Plant and equipment at cost
Accumulated depreciation
Site infrastructure at cost
Accumulated depreciation
Motor vehicles at cost
Accumulated depreciation
Computers and office equipment at cost
Accumulated depreciation
Furniture and fittings at cost
Accumulated depreciation
385,000
385,000
59,639
59,639
(23,860)
(22,369)
35,779
37,270
350,055
336,053
(304,907)
(294,103)
45,148
41,950
2,443,532
2,443,532
(2,443,532)
(2,443,532)
-
-
203,156
320,655
(173,358)
(173,152)
29,798
147,503
146,791
120,442
(115,940)
(105,706)
30,851
14,736
7,448
5,811
(6,121)
(5,253)
1,327
558
527,903
627,017

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 14. Property Plant and Equipment (continued)

Movements in carrying amounts

2012 Land
Freehold
Building
Plant &
Equipment
Motor
Vehicles
Computers
& office
equipment
Furniture
& Fittings
Total
$
$
$
$
$
$
$
385,000
37,270
41,950
147,503
14,736
558
627,017
-
-
17,268
33,399
70,369
1,636
122,672
-
-
-
-
-
-
-
-
-
(2,644)
(122,262)
(36,955)
-
(161,861)
-
(1,491)
(11,426)
(28,842)
(17,299)
(867)
(59,925)
385,000
35,779
45,148
29,798
30,851
1,327
527,903
Land
Freehold
Building
Plant &
Equipment
Motor
Vehicles
Computers
& office
equipment
Furniture
& Fittings
Total
$
$
$
$
$
$
$
385,000
37,270
41,950
147,503
14,736
558
627,017
-
-
17,268
33,399
70,369
1,636
122,672
-
-
-
-
-
-
-
-
-
(2,644)
(122,262)
(36,955)
-
(161,861)
-
(1,491)
(11,426)
(28,842)
(17,299)
(867)
(59,925)
385,000
35,779
45,148
29,798
30,851
1,327
527,903
Balance at the
beginning of
the year
Additions
Disposals
Asset disposed
of on sale of
subsidiary
Depreciation
expenses
Carrying
amount at the
end of the year
2011 Land
Freehold
Building
Plant &
Equipment
Motor
Vehicles
Computers
& office
equipment
Furniture
& Fittings
Total
$
$
$
$
$
$
$
Balance at the
beginning of the
year
Additions
Asset disposed of
on sale of
subsidiary
Depreciation
expenses
Carrying amount at
the end of the year
385,000
33,656
31,591
52,121
16,868
1,239
520,475
-
5,104
17,849
126,532
11,612
-
161,097
-
-
-
-
-
-
-
-
(1,490)
(7,490)
(31,150)
(13,744)
(681)
(54,555)
385,000
37,270
41,950
147,503
14,736
558
627,017

Assets Pledged as Security

Assets Pledged as Security

Motor Vehicles include the following amounts where the assets are
secured under a finance lease:
Leased Motor Vehicles
Cost
Accumulated Depreciation
Note 15. Exploration and Evaluation Assets
Exploration and evaluation assets
Movements in carrying amounts
Balance at the beginning of the year
Additions – Share-based payments
Additions – Other
Assets disposed on disposal of subsidiary
Written-off
Carrying amount at the end of the year
2012
$
2011
$
77,557
154,081
(47,759)
(65,262)
29,798
88,819
7,466,917
11,896,187
11,896,187
8,915,150
-
368,984
7,109,913
4,269,817
(11,117,098)
(1,450,585)
(422,085)
(207,179)
7,466,917
11,896,187

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.

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2012
Note 16. Other Assets
Prepayments
Note 17. Trade and Other Payables
Current
Trade payables
Sundry payables and accrued expenses
Employee benefits
2012
$
2011
$
18,448
332,000
663,311
1,072,148
262,947
326,000
184,425
260,288
1,110,083
1,658,436

Trade and other payables are non-interest bearing and are generally on 30-60 day terms.

Note 18. Other Financial Liabilities
Current
Lease Liabilities – Secured
Non-Current
Lease Liabilities – Secured
14,076
14,141
14,076
14,141
27,694
53,235
27,694
53,235

Lease liabilities are secured over the leased assets to which they relate.

Note 19. Provisions
Non-current
Site restoration
600,000
600,000

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.

Note 20. Issued Capital

324,202,760 (30 June 2011: 324,202,760) fully paid
ordinary shares
Share issue costs
22,907,450
22,907,450
(1,021,467)
(1,021,467)
21,885,983
21,885,983

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.

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 20. Issued Capital (continued)

(a) Ordinary Shares
At 1 July
1 December 2010 (1)
30 April 2011 (2)
At 30 June
2012
Number
2011
Number
2012
$
2011
$
324,202,760
322,002,760
22,907,450
22,672,450
-
200,000
-
25,000
-
2,000,000
-
210,000
324,202,760
324,202,760
22,907,450
22,907,450

(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:

Options on Issue in DGR Global Ltd Number Exercise Expiry
Price
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.

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NOTES TO THE FINANCIAL STATEMENTS (continued) 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

(ii) Change in Proportionate Interest Reserve

The change in proportionate interest reserve is used to recognise differences between the amount by which noncontrolling 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:

Balance 1 July
Revaluation – gross
Defferred tax
Reclasification adjustments arising on disposal
Deferred tax
Reclassification adjustment arising on disposal of subsidiary
Deferred tax
2012
$
2011
$
3,815,816
-
(1,767,596)
5,451,166
530,279
(1,635,350)
(148,975)
-
44,692
-
(4,950,000)
-
1,485,000
-
(990,784)
3,815,816

Note 22. Accumulated Losses

Note 22. Accumulated Losses
Accumulated losses attributable to members of
DGR Global Ltd at beginning of the financial year
Profit/(loss) for the year
Transfer from share-based payments reserve
Accumulated losses attributable to members of
DGR Global Ltd at the end of the financial year
2012
$
2011
$
(10,319,405)
(6,776,590)
4,204,244
(3,995,362)
-
452,547
(6,115,161)
(10,319,405)

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.

The commitments to be undertaken are as follows:
Payable within one year
Payable between one and five years
2012
$
2011
$
4,747,953
2,745,996
5,995,845
11,937,983
10,743,798
14,683,979

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.

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 23. Commitments for Expenditure (continued)

(b) Lease Expenditure Commitments

Operating Leases (non-cancellable) 2012
2011
$
$
Minimum lease payments
- Not later than one year
- Later than one year and not later than five years
- Later than five years
525,056
173,388
2,001,845
-
960,337
-
3,487,238
173,388

Operating leases relate to office premises. The terms of the operating leases range from 1 year to 7 years with options to renew.

Finance Leases 2012
2011
$
$
Minimum lease payments
- Not later than one year
- Later than one year and not later than five years
- Later than five years
Total minimum lease payments
- Future finance charges
Lease liability
- Current liability
- Non-current liability
18,830
20,346
30,956
62,281
-
-
49,786
82,627
(8,016)
(15,251)
41,770
67,376
14,076
14,141
27,694
53,235
41,770
67,376

Note 24. Contingent Liabilities

The Directors are not aware of any contingent assets and liabilities at 30 June 2012.

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NOTES TO THE FINANCIAL STATEMENTS (continued)

For the year ended 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:

2012 2012 2011 2011
No. of Weighted No. of Weighted
Options average Options average
exercise exercise
price price
$ $
Outstanding at the beginning of the year 28,000,000 $0.28 6,300,000 $0.20
Granted 5,300,000 $0.28 28,000,000 $0.28
Forfeited - - - -
Exercised - - (2,000,000) $0.11
Expired - - (4,300,000) $0.25
Outstandingatyear-end 33,300,000 $0.28 28,000,000 $0.28
Exercisable atyear-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.

Archer Resources Ltd Options

There were no options issued in Archer Resources during the year.

Movements in the number of options are as follows:

2012 2012 2011 2011
No. of Weighted No. of Weighted
Options average Options average
exercise exercise
price price
$ $
Outstanding at the beginning of the year 12,000,000 $0.20 - -
Granted - - 12,000,000 $0.20
Forfeited - - - -
Exercised - - - -
Expired - - - -
Outstandingatyear-end 12,000,000 $0.20 12,000,000 $0.20
Exercisable atyear-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.

DGR Global Limited annual report for the year ended 30 June 2012 75

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 25. Share-Based Payments (continued)

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:

Outstanding at the beginning of the year
Granted
Forfeited
Exercised
Expired
Outstanding on exit from the Group
Outstanding at year end
Exercisable at year end
2012
No.
2012
WAEP
2011
No.
2011
WAEP
5,100,000
$0.24
2,000,000
$0.30
-
-
3,100,000
$0.20
-
-
-
-
-
-
-
-
-
-
-
-
(5,100,000)
($0.24)
-
-
-
-
5,100,000
$0.24
-
-
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.

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:

Outstanding at the beginning of the year
Granted
Forfeited
Exercised
Expired
Outstanding on exit from the Group
Outstanding at year end
Exercisable at year end
2012
No.
2012
WAEP
2011
No.
2011
WAEP
10,900,000
$0.50
-
-
14,300,000
$0.50
10,900,000
$0.50
-
-
-
-
-
-
-
-
-
-
-
-
(25,200,000)
($0.50)
-
-
-
-
10,900,000
$0.50
-
-
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.

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

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:

DGR Global Ltd
Armour Energy Ltd
ESOP
ESOP
Weighted average exercise price
Weighted average life of the option
Underlying share price
Expected share price volatility
Risk free interest rate
Number of options issued
Fair value (black-scholes) per option
Total value of options issued
$0.28
$0.50
3.0 years
3.0 years
$0.14
$0.209
100%
60.85% - 63.42%
3.09% - 3.62%
3.14% - 3.71%
5,300,000
14,300,000
$0.0625 - $0.0690
$0.0372 -$0.1758
$363,815
$601,760

The fair values of options granted in 2011 were calculated by using a Black-Scholes options pricing model applying the following inputs:

DGR Global Ltd
AusNiCo Ltd
Armour
Energy Ltd
Archer
Resources
Ltd
Director
Employee
ESOP
ESOP
ESOP
Weighted average exercise price
Weighted average life of the
option
Underlying share price
Expected share price volatility
Risk free interest rate
Number of options issued
Fair value (black-scholes) per
option
Total value of options issued
$0.28
$0.28
$0.20
$0.50
$0.20
3 years
3 years
1.9 years
3.8 years
3.5 years
$0.13
$0.17
$0.20
$0.044
$0.10
100%
96.6%
100%
100%
100%
5.17%
5.12%
4.52%
5.11%
4.76%
16,000,000
12,000,000
3,100,000
10,900,000
4,500,000
$0.0638
$0.0895
$0.1061
$0.0122
$0.0554
$1,020,313
$1,073,414
$328,787
$132,883
$249,345
Archer
Resources
Ltd
Navaho
Gold Ltd
Navaho Gold
Ltd
Blackwood
Capital
ESOP
Mingoola Gold
Vendors
Weighted average exercise price
Weighted average life of the
option
Underlying share price
Expected share price volatility
Risk free interest rate
Number of options issued
Fair value (black-scholes) per
option
Total value of options issued
$0.20
$0.20
$0.20
4 years
2.3 years
3.3 years
$0.10
$0.20
$0.035
100%
100%
100%
5.26%
4.93%
4.93%
7,500,000
3,500,000
7,000,000
$0.0557
$0.1156
$0.0132
$418,058
$406,000
$91,000

Historical volatility has been the basis for determining expected volatility. The life of the options is based on the term to expiry.

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 25. Share-Based Payments (continued)

Reconciliation of Reserve Movements

Reconciliation of Reserve Movements
Opening balance at 1 July
Total share-based payments expense
Share-based payments capitalised to exploration and
evaluation assets
Share-based payments capitalised to share issue
costs
Transfer expired options to retained earnings
Closing balance at 30 June
Other Share-Based Payment Transactions
2012
$
2011
$
5,292,025
2,021,193
369,970
2,936,337
-
368,984
-
418,058
-
(452,547)
5,661,995
5,292,025

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.

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).

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) 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

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

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.

30 June 2012 DGR Global
AusNiCo
Armour
Archer
IronRidge
Others
Total
$
$
$
$
$
$
$
Segment Performance
Revenue
External revenue
Interest revenue
Inter-segment revenue
Total segment revenue
Reconciliation of segment revenue
to Group revenue
Elimination of intersegment revenue
Total Group revenue
Segment net profit (loss) before tax
Reconciliation of segment result to
Group net profit (loss) before tax
Impairment of investment in associate
Gain on loss of control of subsidiary
Share losses of associates
Recycling adjustment on disposal of
available for sale financial asset
Net profit (loss) before tax
1,930,318
4,280
-
-
-
1,800
1,936,398
11,094
8,663
359,170
22,536
2,056
376
403,895
1,031,324
-
-
-
-
-
1,031,324
2,972,736
12,943
359,170
22,536
2,056
2,176
3,371,617
(1,031,324)
2,340,293
(1,112,816)
(167,731)
(1,217,452)
(914,806)
(993,712)
(8,549)
(4,415,066)
(20,182,209)
27,018,571
(2,203,824)
4,950,000
5,167,472

DGR Global Limited annual report for the year ended 30 June 2012

80

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 27. Operating Segments (continued)

30 June 2011 DGR Global
AusNiCo
Armour
Archer
IronRidge
Other
Total
$
$
$
$
$
$
$
Segment Performance
Revenue
External revenue
Interest revenue
Inter-segment revenue
Total segment revenue
Reconciliation of segment revenue to
Group revenue
Elimination of intersegment revenue
Total Group revenue
Segment net profit (loss) before tax
Reconciliation of segment result to
Group net profit (loss) before tax
Reversal of impairment of investment in
associate
Impairment of investment in associate
Gain on loss of control of subsidiary
Loss on deemed disposal
Share losses of associates
Net profit (loss) before tax
908,248
-
-
-
-
-
908,248
95,237
74,032
160,198
13,821
3
2,746
346,037
1,258,003
3,574
-
-
-
-
1,261,577
2,261,488
77,606
160,198
13,821
3
2,746
2,515,862
(1,261,577)
1,254,285
(2,833,599)
(1,184,056)
(1,173,273)
(342,063)
(95,050)
(955,310)
(6,583,351)
131,356
(2,098,280)
4,482,171
(248,446)
(906,503)
(5,223,053)

DGR Global Limited annual report for the year ended 30 June 2012

81

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 27 Operating Segments (continued)

30 June 2012 30 June 2012 DGR Global
AusNiCo
Armour
Archer
IronRidge
Others
Total
$
$
$
$
$
$
$
(ii) Segment Assets
Reconciliation of segment assets to Group assets
Inter-segment receivables eliminated
Unallocated assets
Total Group Assets
Segment asset additions for the period
-
Exploration and evaluation expenditure
-
Property, plant and equipment
-
Investments accounted for using the equity
method
39,729,080
-
-
4,353,045
2,804,108
280,273
47,166,506
(6,352,758)
-
40,813,748
292,781
164,120
5,395,904
308,145
787,528
161,435
7,109,913
44,100
-
-
358
2,401
-
46,859
40,560,150
-
-
-
-
-
40,560,150
30 June 2011 DGR Global
AusNiCo
Armour
Archer
IronRidge
Other
Total
$
$
$
$
$
$
$
(ii) Segment Assets
Reconciliation of segment assets to Group
assets
Inter-segment receivables eliminated
Unallocated assets
Total Group Assets
Segment asset additions for the period
-
Exploration and evaluation expenditure
-
Property, plant and equipment
-
Investments accounted for using the equity
method
35,625,280
6,032,162
13,101,153
5,529,356
2,200,241
396,362
62,884,554
(13,511,488)
-
49,373,066
328,345
1,590,290
637,960
588,575
580,872
543,775
4,269,817
-
39,632
55,680
65,785
-
161,097
5,710,553
-
-
-
-
-
5,710,553

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.

DGR Global Limited annual report for the year ended 30 June 2012

82

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NOTES TO THE FINANCIAL STATEMENTS (continued) 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).

Parent Entity 2012
2011
$
$
Statement of Financial Position
Current Assets
Non-current Assets
-
Loans (intragroup receivables)
-
Security bonds
-
Property plant and equipment
-
Exploration and evaluation assets
-
Investment in Lions Gate Metals Inc
-
Investment in SolGold plc
-
Investment in Orbis Gold Ltd
-
Investment in Navaho Gold Ltd
-
Investment in AusNiCo Ltd
-
Investment in Armour Energy Ltd
-
Investment in Archer Resources Ltd
-
Investment in IronRidge Resources Ltd
-
Investment in other subsidiaries
Total Non-current Assets
Total Assets
Current Liabilities
Non-current liabilities
Total Liabilities
Net Assets
Issued Capital
Share-Based Payments Reserve
Available-For-Sale Financial Assets Reserve
Accumulated Losses
Total Shareholder’s equity
Statement of Comprehensive Income
Profit/(loss) for the year
Total comprehensive income for the year
223,569
927,602
558,980
394,205
532,701
560,548
476,392
457,990
2,249,965
1,957,184
107,212
191,288
2,332,664
9,340,478
18,000,000
18,200,000
405,791
3,246,272
1,456,872
1,893,881
20,638,750
7,536
4,056,400
4,056,400
190,001
1
10
10
51,005,739
40,305,793
51,229,308
41,233,395
779,519
559,385
600,000
600,000
1,379,519
1,159,385
49,849,789
40,074,010
21,885,983
21,885,983
3,519,723
3,179,908
35,727,068
25,178,208
(11,282,984)
(10,170,088)
49,849,789
40,074,010
(1,112,896)
(2,833,599)
9,402,018
13,868,610

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 28. Parent Company (continued)

At 30 June 2012, the Company’s investments in each of its controlled entities, associates and available for sale assets are as follows:

Investment Number of Shares Number of Options Share price#
/ Warrants
(unlisted)
Lions Gate Metals Inc1 300,000 150,000 C$0.370
SolGoldplc 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 EnergyLtd~~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

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.

  • 1 The 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.

  • 2 The 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.

  • 3 The 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.

  • 4 The 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.

  • 5 The 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.

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.

DGR Global Limited annual report for the year ended 30 June 2012

84

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 29. Cash Flow Information

(a) Reconciliation of Cash Flow from Operations with Profit/ (Loss) after Tax:

Profit/(loss) after tax
Depreciation
Exploration and evaluation assets written off
Share based payments expense
Share of losses associates
Impairment of investment in associate
Reversal of impairment – associate
Gain on sale of investments
Realised gain on disposal of available for sale financial asset
Realised gain on disposal of available for sale financial asset on
loss of control of subsidiary
Gain on loss of control of subsidiary
Loss on deemed disposal - associate
Other non-cash items
Changes in operating assets and liabilities, net of the effects of
purchase and disposal of subsidiaries:
- (Increase)/decrease in trade and other receivables
- (Increase)/decrease in other assets
- Increase/(decrease) in trade and other payables
- Increase/(decrease) in deferred tax liabilities
Net cash flow from operations
2012
$
2011
$
3,426,456
(4,800,268)
59,925
54,556
422,085
207,179
369,970
2,936,337
2,203,824
906,503
20,182,209
2,098,280
-
(131,356)
(281,200)
-
(148,975)
-

(4,950,000)
-
(27,018,571)
(4,482,171)
-
248,446
-
48,344

73,979
(147,733)
298,859
(226,608)
921,204
(749,462)
(318,955)
(422,785)
(4,759,190)
(4,460,738)

(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

Note 30. Financial Risk Management
Financial Assets
Cash and cash equivalents
Trade and other receivables
Available for sale financial assets
Cash on deposit
Security bonds
Financial Liabilities
Trade and other payables
Finance leases
463,725
14,801,474
275,098
356,612
2,445,875
9,531,766
314,000
314,000
333,017
425,330
3,831,715
25,429,182
1,110,683
1,658,436
41,770
67,376
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.

DGR Global Limited annual report for the year ended 30 June 2012

85

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 30. Financial Risk Management (continued)

(a) General Objectives, Policies and Processes (continued)

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:

(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
Finance leases
Total
1,110,683
1,110,683
1,110,683
-
-
-
41,770
49,786
9,415
9,415
30,956
-
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
Finance leases
Total
1,658,436
1,658,436
1,658,436
-
-
-
67,376
82,627
10,173
10,173
40,691
21,590
1,725,812
1,741,063
1,668,609
10,173
40,691
21,590

DGR Global Limited annual report for the year ended 30 June 2012

86

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

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:

Floating
Interest Rate
Fixed Interest
rate
Non-interest
bearing
Total
Carrying
Amount
Weighted
Average effective
interest Rate*
2012
$
2012
$
2012
$
2012
$
2012
%
(i) Financial Assets
Cash and cash equivalents
Trade and other
receivables
Other financial assets
Total financial assets
(ii) Financial Liabilities
Trade and other payables
Other financial liabilities
Total financial liabilities
* on interest bearing portion
463,725
-
-
463,725
3.75%
-
-
275,098
275,098
N/A
-
314,000
2,778,892
3,092,892
0.85%
463,725
314,000
3,053,990
3,831,715
-
-
1,110,683
1,110,683
N/A
-
41,770
-
41,770
13.41%
-
41,770
1,110,683
1,152,453
Floating
Interest Rate
Fixed
Interest rate
Non-interest
bearing
Total Carrying
Amount
Weighted Average
effective interest
Rate*
2011
$
2011
$
2011
$
2011
$
2011
%
(i) Financial Assets
Cash and cash equivalents
Trade and other
receivables
Other financial assets
Total financial assets
(ii) Financial Liabilities
Trade and other payables
Other financial liabilities
Total financial liabilities
3,269,984
11,531,490
-
14,801,474
4.98%
-
-
356,612
356,612
N/A
-
314,000
9,957,096
10,271,096
0.85%
3,269,984
11,845,490
10,313,708
25,429,182
-
-
1,658,436
1,658,436
N/A
-
67,376
-
67,376
10.16%
-
67,376
1,658,436
1,725,812
  • 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.

DGR Global Limited annual report for the year ended 30 June 2012

87

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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2012

Note 30. Financial Risk Management (continued)

(d) Market Risk (Continued)

Interest rate risk (continued)

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:

follows:
2012 2011
$ $
Change in profit 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:

2012 2011
$ $
Change in profit
- 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.

Level 1 Level 2 Level 3 Total
$ $ $ $
2012
Available for sale financial assets 2,445,875 - - 2,445,875
2011
Available for sale financial assets 9,531,766 - - 9,531,766

The available for sale financial assets are measured based on the quoted market prices at 30 June.

DGR Global Limited annual report for the year ended 30 June 2012

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NOTES TO THE FINANCIAL STATEMENTS (continued) 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%.

2012
$
Fair Value of retained investment in AusNiCo Ltd at the date of disposal
Assets and liabilities disposed:
Cash and cash equivalents
Trade and other receivables
Exploration and evaluation assets
Property, plant and equipment
Other non-current assets
Trade and other payables
Other financial liabilities
Non-controlling interests
Net gain on disposal
Reconciliation of cash:
Cash disposed
2,988,825
1,291,233
-
4,997,261
41,399
170,261
(486,885)
(32,087)
(3,206,294)
2,774,888
213,937
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.

2012
$
Fair Value of retained investment in Armour Energy Ltd at the date of disposal
Assets and liabilities disposed:
Cash and cash equivalents
Trade and other receivables
Other current assets
Exploration and evaluation assets
Property, plant and equipment
Available for sale financial assets
Other non-current assets
Trade and other payables
Non-controlling interests
Net gain on disposal
Reconciliation of cash:
Cash disposed
37,525,000
1,357,482
7,535
1,022,176
6,119,837
120,463
7,200,000
937,630
(353,852)
(5,690,905)
10,720,366
26,804,634
1,357,482

DGR Global Limited annual report for the year ended 30 June 2012

89

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NOTES TO THE FINANCIAL STATEMENTS (continued) 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.

2011
$
Fair Value of retained investment in Navaho Gold Ltd at the date of disposal
Assets and liabilities disposed:
Cash and cash equivalents
Trade and other receivables
Exploration and evaluation assets
Other non-current assets
Trade and other payables
Non-controlling interests
Net gain on disposal
Reconciliation of cash:
Cash disposed
5,410,553
(1,087)
692,021
1,450,585
5,016
(840,020)
(378,133)
928,382
4,482,171
(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.

DGR Global Limited annual report for the year ended 30 June 2012

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DIRECTORS’ DECLARATION

  1. In the opinion of the Directors:

  2. (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:

    • (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;

    • (ii) Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;

  3. (b) The financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1; and

  4. (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.

  5. 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

DGR Global Limited annual report for the year ended 30 June 2012

91

Tel: +61 7 3237 5999 Level 18, 300 Queen St Fax: +61 7 3221 9227 Brisbane QLD 4000, www.bdo.com.au GPO Box 457 Brisbane QLD 4001 Australia

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INDEPENDENT AUDITOR’S REPORT

To the members of DGR Global Limited

Report on the Financial Report

We have audited the accompanying financial report of DGR Global Limited, which comprises the consolidated statement of financial position as at 30 June 2012, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of DGR Global Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

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.

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Opinion

In our opinion:

  • (a) the financial report of DGR Global Limited is in accordance with the Corporations Act 2001 , including:

  • (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

  • (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Material Uncertainty Regarding Going Concern

Without modifying our opinion, we draw attention to the matters set out in Note 1 of the financial report. The financial report has been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The ability of the Group to continue to adopt the going concern assumption will depend upon a number of matters including the 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 and, therefore, it may be unable to realise its assets and discharge its liabilities in the ordinary course of business.

No adjustments have been made to the carrying value of assets or recorded amount of liabilities should the Group’s plans not eventuate.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 18 to 24 of the directors’ report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the Remuneration Report of DGR Global Limited for the year ended 30 June 2012 complies with section 300A of the Corporations Act 2001.

BDO Audit Pty Ltd

T J Kendall

Director

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.