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DGR GLOBAL LIMITED — Annual Report 2013
Sep 29, 2013
64771_rns_2013-09-29_b8e5e94a-3086-4e01-ac14-722b7bbe06f0.pdf
Annual Report
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DGR GLOBAL LIMITED AND CONTROLLED ENTITIES
ACN: 052 354 837
ANNUAL REPORT 2013
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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 10, 12 Creek 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......................................................................... 17 AUDITOR’S INDEPENDENCE DECLARATION................................................ 29 SHAREHOLDER INFORMATION .............................................................. 30 CORPORATE GOVERNANCE STATEMENT................................................... 32 INTEREST IN TENEMENTS.................................................................... 36 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ............................. 37 CONSOLIDATED STATEMENT OF FINANCIAL POSITION................................... 38 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY................................... 39 CONSOLIDATED STATEMENT OF CASH FLOWS............................................ 40 NOTES TO THE FINANCIAL STATEMENTS .................................................. 41 DIRECTORS’ DECLARATION ................................................................. 92 INDEPENDENT AUDITOR’S REPORT......................................................... 93
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CHAIRMANS REPORT
Dear Shareholder,
As foreshadowed in my previous Chairman’s report, we faced in my view challenging market conditions over the past year. However, I am happy to say that we have come through that period maintaining momentum in supporting our existing listed and sponsored companies, Armour Energy, AusNiCo, Orbis, SolGold and Navaho in the development of new exploration concepts and assistance with capital raisings and administration.
Dealing briefly with these companies I thought it would interest shareholders to set out further below a brief synopsis detailing our shareholding in each, its value and a brief description of what each company is undertaking and outline progress on each strategy.
DGR Global continues to explore and pursue new resource opportunities, both to support our associated listed companies where we provide financial and management support when needed, and with the unlisted entities, the pursuit of DGR Global’s objective of identifying and listing new exploration and development projects. The efforts of several talented geologists in Australia and UK is critical in maintaining a worldwide brief for the identification and acquisition of grass roots opportunities aimed at discovering significant deposits of important commodities with a strong demand outlook. To this end we support and manage what we term our “New Opportunities Group” with Mr Neil Wilkins, based in Australia and Dr Barry Stoffel and Amanda Geard, based in Europe. They have identified and applied for title to a number of prospective resources which will underpin DGR Global’s ongoing development and growth.
In broad terms, the DGR Global group is focussed on iron to build infrastructure, gas to power it, copper to route power and fertiliser to deliver necessary food stocks. Gold is a useful and valuable complement. The forecast urbanisation of over 4 billion people over the next 35 years, coupled with continued increase in global populations will ensure that growth will outstrip supply of these commodities and realistic banking policies by the world’s control Banks will ensure that funds are available, globally for the development of economic projects.
DGR Global’s business model focuses on the identification and 100% ownership of extensive targets in new provinces capable of delivery of world class deposits of these commodities. This is followed by blending these clean provincial asset positions with adequate finance and focussed management teams in order to deliver significant resource companies.
The value of our holdings in each DGR-sponsored listed company at the time of writing this address is approximately $46 million. There is additional value in our unlisted companies.
Armour Energy Ltd:
DGR Global holds 75,050,000 shares (these are escrowed, for the purpose of this exercise I have valued them at current market value at the time of writing) valued at $21.75 million, representing 25% of the capital. In addition to these shares, we hold 18,837,500 options valued at $1,356,300. Armour is currently defining a new gas province in North Queensland/Northern Territory with potential for in excess of 60TCF of tight gas. Access to infrastructure through a conditional gas sales agreement with APA, and Armour’s technical and operational capabilities are being applied to deliver a significant gas exploration and production company. Armour has just completed the drilling of its first vertical and lateral well in Queensland ATP 1087 (Egilabria 2) and hydraulic stimulation is now being undertaken in the lateral well. A further well in Queensland, Egilabria 4, has reported encouraging gas shows, and another well in the Northern Territory is underway.
Orbis Gold Ltd:
DGR Global holds 39,000,000 shares valued at $13.65 million representing 17.9% of the capital. Orbis has been successful with exploration activities in the prolific Birimian Gold Belt in Burkina Faso in West Africa and has identified a resource of 2.46 million ounces of contained gold across two project areas, with considerable exploration upside remaining. We look forward to Orbis achieving financial recognition of its exploration success and resource identification.
DGR Global Limited annual report for the year ended 30 June 2013
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SolGold Plc:
DGR Global holds 54,517,440 shares valued at $7.8 million representing 9% of the issued capital in SolGold plc (“SolGold”). SolGold at time of writing has just completed a capital raising of £3.74 million at a price of 7.5 pence per share (A$6.36 million at a price of $0.128 in Australia and UK). Its activities have spread beyond the Solomon Islands where it is still active. SolGold is currently earning an 85% interest in the highly prospective Cascabel porphyry copper project in Ecuador. A drilling program is underway and early results are showing great promise of a world class discovery. Significant intersections of visible copper sulphide mineralisation underscore the potential of this system.
AusNiCo Ltd:
DGR Global holds 83,687,100 shares valued at $0.75 million representing 13.8% of the capital. AusNiCo is undertaking scoping studies on its principal asset the Taronga Tin deposit in New South Wales. In a rising tin market, we hold real hopes for the economic viability and development potential of this deposit. Taronga has 57,000t of contained tin with considerable additional exploration potential. Early work by Newmont in 1980 and current work by AusNiCo suggest a viable project is possible.
Navaho Gold Ltd:
DGR Global holds 59,806,749 shares valued at $0.8 million representing 21.4% of the capital. Navaho Gold has recently rationalised its gold and silver project portfolio, maintaining the most prospective assets, and has received an independent estimate of 4.2 TCF of gross mean prospective in the Tindelpina shale structure within its NavGas project area. The NavGas Project is favourably located adjacent to gas pipeline infrastructure, and is positioned to take advantage of the expected local demand for gas in Eastern Australia in the next five (5) years.
To sum up, our listed investments are worth approximately $46 million representing 11.2 cents per DGR share. In addition, we are making great progress with IronRidge Resources whose principal asset, the Tchibanga iron ore project in Gabon situated less than 70 kilometres from a port facility has attracted considerable interest from peers and interested parties. We are confident we will obtain a share market listing for IronRidge in the next 12 months. IronRidge has raised some $2.2 million at 7.5 cents per share through the year and on this basis we believe it to have a value of $4.5 million for the 57 million shares (45%) we hold.
On the basis of the assets highlighted above DGR Global’s net asset backing totals in excess of 12 cents per share. I go into the next year with enhanced optimism, belief and hope that our consistent work, results and ability to maintain growth and momentum will be more widely recognised and reflected in our share price. In conclusion I would like to acknowledge and thank our shareholders for their support and our management, staff and my fellow directors for their hard work, loyalty and contributions to our growth and future success.
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Bill Stubbs Chairman
DGR Global Limited annual report for the year ended 30 June 2013
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REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS
HIGHLIGHTS
Corporate
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Advancement of new development projects in Australia, Africa and the Americas with focus on Gas and Oil, Iron Ore, Gold, Copper, Nickel and Tin.
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London based New Opportunities Group targeting bulk commodities in Africa and the Middle East.
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Share Purchase Plan and fully underwritten rights issue raise approx. $1.9 M before costs
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Listed assets total $46 million and total assets total approximately $50 million at approximately 12 cents per share.
Gold-Silver
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Navaho Gold Ltd (DGR 59 million shares – 22%) holds substantial prospective ground position in Nevada and New Mexico, USA.
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Orbis Gold Ltd (DGR 39 million shares – 18%) has now built a resource inventory of 2.5 million ounces of contained gold within two of the highest grade undeveloped deposits in West Africa at Natougou and Nabanga. Orbis considers Natougou , with a combined indicated and inferred maiden resource of 15 Mt @ 3.7 g/t for 1.8 Mozs (amenable to open cut mining) to be one of the most significant gold discoveries to be made in Burkina Faso over the past decade[1] . In addition, Orbis Gold Ltd has announced outstanding gold assay results from new gold discoveries at Bantou and Tankoro in Burkina Faso. Completion of the scoping study is imminent.
Tin
- AusNiCo Ltd (DGR 83.7 million shares – 14%) acquires the Taronga tin project in northern NSW and announces a combined indicated (79%) and inferred maiden resource of 36.3 Mt @ 0.16% Sn, 0.07% Cu and 3.8 g/t Ag for 57.2 Kt of contained tin, 26.4 Kt of contained copper and 4.4 Mozs of contained silver[2] . Preliminary metallurgical tests indicate good recoveries adopting modern tin recovery equipment. Pre-feasibilty study commissioned.
Nickel-Cobalt
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AusNiCo Ltd (DGR 83.7 million shares – 14%) extends nickel-cobalt mineralised zone by drilling at Pembroke near Kilkivan, with significant copper and gold credits.
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IronRidge Resources Ltd (DGR 56.5%) Quaggy prospect firms as a high priority exploration target for nickel and cobalt (with copper and associated platinum group metals) with coincident peak SAM conductors, magnetics and soil geochemistry.
Copper-Gold-Silver-Molybdenum
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Archer Resources Limited (DGR 67%) and wholly owned subsidiary Barlyne Mining Pty Ltd assembles package of major porphyry copper gold silver molybdenum Projects in Queensland.
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Acting for Archer Resources, DGR Zambia Pty Ltd has been granted two exploration licences in the Central African Copper Belt.
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SolGold plc has now acquired a 50% interest (can move to 85%) in the Cascabel gold-copper-silver porphyry property in northern Ecuador, South America. Promising visual intersections of copper sulphides in early drilling.
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Navaho Carlin Gold projects in Nevada and New Mexico maintained after rationalisation.
Iron-Titanium
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IronRidge Resources Limited (DGR 45.7%) successful in securing substantial exploration tenements for iron ore in Gabon, West Africa. Initial exploration results from Belinga Sud and Tchibanga indicate potential large tonnage of high grade iron ore. Tchibanga is 60 km from the port of Mayumba.
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Further exploration at Monogorilby, Qld reveals a substantial quantity of weathered tuff material containing in excess of 3% TiO2 – metallurgical recovery testing program planned.
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Successful completion of seed capital raising in IronRidge Resources Limited.
Gas-Oil
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Armour Energy Ltd (DGR 75 million shares - 25%) holds over 130,000 km[2] of exploration licences in the Northern Territory and NW Queensland that is very prospective for conventional and tight shale oil and gas. Numerous gas discoveries, with the Glyde 1 lateral well flowing @ 3.33mscf/d and now suspended and cased for future production[3] . The Egilabria 2 well produced numerous strong gas shows above and through the Lawn Shale formation, and a lateral has been drilled to test the resource charge and flow rates from the prognosed recoverable resource of 22 TCF in the Lawn Shale within the Sth Nicholson/Isa super Basin. Armour Energy increased its stake in Lakes Oil NL (ASX: LKO) to 18.6% fully diluted, and earned in to Petroleum Exploration Licence areas in the onshore Otway and Gippsland Basins in Victoria.
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Navaho Gold Ltd (DGR 59 million shares – 22%) subsidiary Navgas Pty Ltd successfully secures six Petroleum Exploration Licence areas covering more than 13 million acres in South Australia. Independent third party DeGolyer and MacNaughton estimates 4.2 TCF of Gross Mean Prospective Resources in the Tindelpina shale[5] .
DGR Global Limited annual report for the year ended 30 June 2013
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INTRODUCTION
Since late 2006 when it re-defined its business model, DGR Global Limited ( DGR or the Company ) has firmly established its credentials as a generator of exploration and development companies in a wide array of minerals in Australia and overseas. Other companies have several projects but DGR offers several distinct points of difference which gives the DGR Group competitive advantages:
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DGR generates its projects directly through the skills and experience of its team of accomplished geoscientist explorationists (evident by the experience and track record of senior management as outlined elsewhere in this report), thus avoiding the costly capital expense of purchasing projects.
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Each project or exploration strategy is held in a separate subsidiary.
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Focussed or specialist management for each project/commodity/strategy are engaged as required.
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Project-specific finance is raised in the subsidiaries – it’s faster, and less dilutive to DGR.
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When appropriate, the subsidiary can be separately capitalised – for example by an IPO.
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Investors can choose to either invest specifically in a project/commodity by investing in the subsidiary or, by investing in DGR, they can invest in the resource company generating business as well as having the substantial indirect carried interest via the significant DGR equity retained in the subsidiaries. This way DGR and its subsidiaries offers appeal to a wider range of investors.
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The projects tend to be very large – in this way the opportunity to make world class discoveries and efficiencies of scale is maximised.
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The exploration concepts are often novel. While increased metals prices and advances in technology can turn former sub economic deposits into viable projects, DGR’s subsidiary projects frequently involve reassessment of large data bases with new angles and different focus. Again, while existing models might be applied to a new area alternatively new exploration models may be developed and applied to extensive exploration areas which can lead to the discovery of nationally important mineral provinces.
The current DGR Group corporate structure is shown in Figure 1.
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Figure 1: DGR Global Limited Corporate Structure (16 Sept 2013)
Reviewing the DGR business model and strategy as applied over the past year, the Company can positively report on significant advances by companies which were created by DGR and in which we hold a significant ongoing investment, and by subsidiary companies IronRidge Resources Limited and Archer Resources Limited which are well advanced towards IPO and listing on a recognized stock exchange.
New projects under development include applications for exploration permits targeting gold, silver, antimony, copper, rare earths and graphite.
DGR Global Limited annual report for the year ended 30 June 2013
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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:
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Gabon (two granted Permis de Recherche for Iron ore and Gold):
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Exploration has commenced and initial sample assay results very encouraging
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Further exploration activities planned to confirm extent of mineralisation
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Potential for DSO development
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DRC (Exploitation Permit prospective for iron ore):
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MoU for 63.5% farm-in for Kasumbalesa Project
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Significant exploration upside remains
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Australia (Granted EPMs prospective for Ni/Co and TiO₂/Fe/Al₂O₃):
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Extensive auger drilling program undertaken on titanium area in late 2012
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Significant exploration upside remains
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 2013
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The Belinga Sud Permis de Recherche (see Figure 3) covers 1,976km² and hosts hematite in conventional Banded Iron Formations (BIF). It is directly south of the Belinga Iron Ore Deposit (860 Mt @ 63% Fe), and 150km from the Trans-Gabonese rail line. The tenement contains several exploration prospects evident from magnetic anomalies and preliminary exploration, and the potential for an initial direct shipping (DSO) project.
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Figure 3: Belinga Sud Project, Gabon, West Africa
The Tchibanga Permis de Recherche (see Figure 4) covers 1,977km² and is along strike from known iron occurrences. The area has not been subject to any “modern era” exploration. The tenement is proximate to the port of Mayumba.
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Figure 4: Tchibanga Project, Gabon, West Africa
DGR Global Limited annual report for the year ended 30 June 2013
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IronRidge recently acquired Falcon Gravity Data in the Tchibanga area. Sampling and mapping has confirmed a correlation of the characteristic signatures provided by magnetics, gravity and topography data, including the ability to differentiate between hematite and magnetite resources. Based on the Falcon data IronRidge has lodged an additional 1,400km[2] exploration licence application giving 100% tenure over the gravity data area (see Figure 5). Noting a strong magnetic and gravity response similar to the known Milingui Iron Ore deposit to the north west of the Tchibanga Permit, IronRidge has completed an initial field exploration program in the Mont Pele area in the south eastern sector of the Tchibanga Permit. This has confirmed the presence of hematite grading up to 62% in banded iron formations (BIF) with a conservative 10 km strike length.
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Figure 5: Tchibanga – New Exploration Permit Application and Falcon Gravity Data Coverage
IronRidge Resources Ltd exploration tenements in Australia are shown in Figure 6. They are clustered in two groups in the area west of Mundubbera in Queensland.
The southern group centered around Monogorilby is prospective for TiO2, with accompanying Fe and Al2O3. A drilling program undertaken in late 2011 at Monogorilby revealed that the top 11 metres of the deposit is extensive and homogeneous, averaging >4.5% TiO₂ (max value 13.8%). X-Ray Diffraction (XRD) analysis indicates the mineralogy of the titanium to be rutile and titanium associated with goethite, and preliminary metallurgical test results produced an intermediate product that may be suitable for hydrometallurgical processing.
In late 2012 an extensive auger drilling program confirmed a much larger and thicker quantity of titanium rich tuff underlay the harder laterite material tested in the 2011 drilling program. The soft tuff covers an area of 35km[2] , in parts more than 60m thick, and grading over 3.2% TiO2. A program to test metallurgical recovery of the titanium is now being commenced.
A review of earlier work on the Quaggy Prospect during the past year has led to a change in exploration focus and the application for two additional exploration tenements further north at Glencoe. Quaggy presents a strong magnetic feature that can be traced under the overlying laterite and alluvial cover. Soil cover (derived from the underlying gabbro) to the east is strongly anomalous in copper, nickel, cobalt and associated platinum group metals. As shown in Figure 7, these sit over SAM conductors which are stronger to the west at the limit of the survey. The combination of geology, soil geochemistry and underlying conductors demonstrates a potential for a new nickel district similar to that recently discovered by Sirius Resources NL (Nova Prospect) in Western Australia. The Glencoe prospect (under application) to the north of Quaggy presents an even stronger magnetic layered gabbro feature with known Cu, Ni and PGMs than at Quaggy.
DGR Global Limited annual report for the year ended 30 June 2013
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Figure 6: IronRidge Resources EPMs and Projects in Queensland
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Figure7: Peak SAM conductors and soil geochemistry at Quaggy (shown over magnetic image)
DGR Global Limited annual report for the year ended 30 June 2013
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Archer Resources Limited
Archer is focussed on the discovery and development of porphyry copper gold silver molybdenum deposits in Eastern Australia. The company has 6 key project areas in eastern Qld – Mt Abbot, Gayndah and Calgoa (which already host encouraging drill intersections) and Drummond North, Pinnacles and Three Sisters (see Figure 8).
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Figure 8: Map showing location of Archer Resources exploration tenements in Eastern Australia
The Mount Abbott Project area (west of Bowen, Qld) lies 30 km northeast along the strike trend of the recent high sulphidation Cu Au Ag discovery at Mount Carlton (Evolution). There are three porphyry copper moly gold centres known and all are believed to offer improving grades at depth.
As shown in Figure 9, the largest porphyry target is at Stockyard Creek where copper and moly is exposed only in the lowest topography, nestled between extensive hills of silica clay altered breccias. Two other porphyries occur nearby at The Springs and Euri Creek . These are exposed at a slightly deeper level than at Stockyard and have stronger surface exposures.
At the Three Sisters Prospect on EPM 19379 (north of Calgoa) Archer has re-examined a high level argillic altered system of mineralised breccia pipes. Rock and soil sampling at Three Sisters has also revealed a second Mo Cu Au target area that was never previously recognised.
The Calgoa EPM 18451 covers two large porphyry copper systems, Marodian and Mt. Suthers-Bullock Creek. – Additionally, the EPM covers two large areas of gold only mineralisation associated with diorite porphyries historically the Yorkeys and Colo goldfields.
Marodian is probably the largest untested copper molybdenum gold porphyry system in the south west Pacific. Within the 30 – 40 km² Cu Mo and Au zone (see Figure 10) there are widespread areas of breccia vein stockworks and disseminations of generally low grade but with locally richer patches that have supported small underground
DGR Global Limited annual report for the year ended 30 June 2013
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mines in the past. Historical surface geochemistry is incomplete, covering less than half the system, and rarely tested for gold. Porphyry copper deposits are normally tested with holes of 300m or deeper (due to the scale of the deposits) but no holes at Marodian are deeper than 100m and almost all are less than 60m. The deepest previous drilling (by the Qld Government) tested the underground workings around the former Lug I Noor mine at the western extremity of the Marodian system. These holes gave variable results but verified the existence of high grade structures within widespread sub economic grades.
DGR Global has also transferred an EL in the Central Lachlan Fold Belt near Bathurst, NSW to Archer Resources. This EL contains an exciting gold-silver Project at Caloola . The deepest historic drill hole CP10 stopped in mineralisation at 96m, later assaying 14m of 3.86 g/t Au from 82 metres.
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Figure 9: Location of the main prospects within the Mt Abbott Project Area
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Figure 10: Marodian Cu Mo Au system targets
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Archer Resources has drill ready targets and resources however as reported in the last annual report a planned $6 million IPO and ASX listing was put on hold following the significant downturn in capital markets. With these conditions persisting through the last year the Archer Resources Board requested the DGR New Opportunities Group to investigate the possibility of securing highly prospective copper exploration tenements in the Central African Copper Belt, believing that the addition of such exploration prospects would significantly enhance and diversify the Archer Resources portfolio such that a significant capital raising and listing on a recognized stock exchange will be able to be achieved.
Following the identification of 11 potential target areas, a local subsidiary DGR Zambia was incorporated to facilitate the application for exploration licences. Two licences have recently been granted (see Figure 11) and significant capital is now required to immediately commence a comprehensive exploration program on each tenement.
Licence 1699-HQ-LPL covers 50km[2] and is located in the central north of Zambia in the ‘Domes’ Region, a new copper belt to the west of the traditionally recognised Zambian copper belt. It is immediately adjacent to the – Lumwana Mine (Barrick proven and probable reserves of 1.2Bt @ 0.6% Cu) and contains historic copper occurrences.
Licence 17308-HQ-LPL is much larger, covering 950km[2] , and is located in central Zambia in the Hook Intrusive Complex (IOCG Province). While a greenfields exploration project (no modern exploration), the licence area abuts Barrick’s (ex: Equinox) Mutapanda Permit area, with Blackthorn Resources Kitumba Prospect (187Mt @ 1.14% Cu + Au) to the south of the Barrick licence area.
DGR Global will hold a General Meeting on 30 September 2013 where Directors will seek shareholder approval to transfer the Zambian subsidiary to Archer Resources at cost. Once approved Archer Resources proposes to undertake a capital raising ahead of plans for a proposed IPO and stock exchange listing.
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Figure 11: Location of Prospecting Licences 16999 and 17308 in Zambia
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Exploration Projects in Development
As highlighted earlier, DGR Global is continually evaluating new exploration projects. These are not announced until such time as an exploration concept has been internally tested and exploration tenements secured to protect the company’s intellectual property.
DGR Global wholly owned subsidiary Hartz Rare Earths Pty Ltd has recently been granted EL 14/2012 in Northern Tasmania. As shown in Figure 12, the area hosts several historic occurrences of graphite, including small mines, and is located relatively close to supporting infrastructure at Devonport and Ulverstone. Following grant Hartz is now able to plan an initial field visit to examine the historic workings, map structures and take rock chip samples for assay. An opportunity exists for interested sophisticated investors to take a seed capital position in Hartz Rare Earths graphite and other projects.
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Figure 12: Hartz Rare Earths Pty Ltd EL 14/2012 in Northern Tasmania
REVIEW OF INVESTMENTS IN LISTED COMPANIES
As outlined earlier in this review, DGR Global Limited now holds substantial investments in five listed companies. Shareholders should read the Annual Reports of each of these companies which are available on the ASX or on the individual company websites. In summary the DGR Global investments are:
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SolGold plc (LSE: SOLG) DGR 10% www.solgold.com.au
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Orbis Gold Ltd (ASX: OBS) DGR 18% www.orbisgold.com.au
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AusNiCo Ltd (ASX: ANW) DGR 14% www.ausnico.com.au
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Navaho Gold Ltd (ASX: NVG) DGR 21.5% www.navahogold.com
5. Armour Energy Ltd (ASX: AJQ) DGR 25% www.armourenergy.com.au
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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 two unlisted subsidiaries that are prepared for listing within the next year which will bring the number of new companies created to seven.
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, silver, uranium, rare earths, antimony, graphite and fertilizer foodstock commodities potash and phosphate.
Footnotes:
1 OBS ASX Release 5/8/13 2 ANW ASX Release 26/8/13 3 AJQ ASX Release 13/8/12 4 NVG ASX Release 17/6/13
DGR Global Limited annual report for the year ended 30 June 2013
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DIRECTORS’ REPORT
Your directors submit their report for the year ended 30 June 2013.
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 10 May 2012 and resigned 9 July 2012 and appointed 8 February 2013 and resigned 23 March 2013)
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.
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During the past three years Mr Stubbs has also served as a director of the following listed and public companies: Armour Energy Ltd
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Lakes Oil NL (appointed 7 February 2012)
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Stradbroke Ferries Ltd
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Coalbank Ltd
Mr Stubbs is a member of the Audit and Risk Committee and the Remuneration and Nomination Committee.
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.
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During the past three years Mr Mather has also served as a director of the following listed companies:
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Armour Energy Ltd
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Lakes Oil NL (appointed 7 February 2012)
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Orbis Gold Ltd
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AusNiCo Ltd
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Navaho Gold Ltd
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Bow Energy Ltd (resigned 11 January 2012)
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SolGold plc, which is listed on the London Stock Exchange (AIM)
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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)
-
Buccaneer Energy Ltd (appointed 2 July 2013)
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 | 1,422,466 | 3,500,000 |
| Nicholas Mather | 55,134,278 | 6,500,000 |
| Brian Moller | 1,883,694 | 3,500,000 |
| Vince Mascolo | 3,569,733 | 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 2013
18
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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
On 29 May 2013, 6,857,126 shares were issued at a price of $0.035 pursuant to a share purchase plan.
Options
There were no issues of options made during the year.
Position at 30 June 2013 and Position at the Date of this Report
Financial position
The net assets of the Group have decreased by $7,385,388 to $31,020,527 as at 30 June 2013 from $38,405,915 as at 30 June 2012. This decrease has largely resulted from the following factors:
-
A decrease in the carrying value of the Group’s investment holding in all listed investments;
-
The write off of exploration expenditure on surrendered tenements in Archer Resources Limited.
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 2013
19
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DIRECTORS’ REPORT (continued)
Liquidity and funding
On 6 August 2013, the Group issued 65,039,411 $0.025 shares to raise $1,625,985 pursuant to a fully underwritten entitlement offer and also issued 12,021,658 $0.025 shares to raise $300,541 pursuant to a private placement, both to improve the Group’s working capital position.
OPERATING RESULTS
For the year ended 30 June 2013, the Group loss after income tax was $4,323,529 (2012 profit of $3,426,456).
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 6 August 2013, the Group issued 65,039,411 $0.025 shares to raise $1,625,985 pursuant to a fully underwritten entitlement offer and issued 12,021,658 $0.025 shares to raise $300,541 pursuant to a private placement.
On 30 August 2013, the Group issued 1,709,146 shares at an average price of $0.035 as result of Tenstar Trading Pty Ltd electing to convert to equity the interest payable on the convertible note for the period 16 November 2012 to 16 August 2013 as allowed for under the subscription deed.
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.
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 2013
20
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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 2013 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.
During 2013 there were no performance based salary increases or bonuses paid and no options issued.
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 2013
21
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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 2013 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:
| 2009 | 2010 | 2011 | 2012 | 2013 | |
|---|---|---|---|---|---|
| Shareprice atyear end | $0.04 | $0.04 | $0.10 | $0.06 | $0.024 |
During the year ended 30 June 2013 the market price of the Company’s ordinary shares ranged from a low of $0.023 to a high of $0.09.
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 2013
22
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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 (resigned 24 April 2013) Barry Stoffell Chief Geologist, New Opportunities Group Amanda Geard Business Generation, New Opportunities Group
DGR Global Limited annual report for the year ended 30 June 2013
23
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DIRECTORS’ REPORT (continued)
Remuneration Report (Audited) (continued)
Remuneration Details
Remuneration of Key Management Personnel
| Directors | Directors | Short term benefits | Short term benefits | Post- | Share based | Share based | Total | Consisting | Consisting of | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| employment | payments | of equity | performance | ||||||||
| Equity settled | related | ||||||||||
| Salary & | Cash bonus | Other | Superannuation | Options | Shares | ||||||
| fees | |||||||||||
| $ | $ | $ | $ | $ | $ | $ | % | % | |||
| Bill Stubbs | |||||||||||
| - | 2013 | 70,000 | - | 9,901 | - | - | - | 79,901 | - | - | |
| - | 2012 | 110,972 | - | 9,942 | - | - | - | 120,914 | - | - | |
| Nicholas Mather | |||||||||||
| - | 2013 | 199,413 | - | 15,601 | - | - | - | 215,014 | - | - | |
| - | 2012 | 395,385 | - | 18,142 | - | - | - | 413,527 | - | - | |
| Brian Moller | |||||||||||
| - | 2013 | 50,000 | - | 9,901 | - | - | - | 59,901 | - | - | |
| - | 2012 | 60,000 | - | 9,942 | - | - | - | 69,942 | - | - | |
| Vince Mascolo | |||||||||||
| - | 2013 | 50,000 | - | 9,901 | - | - | - | 59,901 | - | - | |
| - | 2012 | 50,000 | - | 9,942 | - | - | - | 59,942 | - | - | |
| Total remuneration | |||||||||||
| - | 2013 | 369,413 | - | 45,304 | - | - | - | 414,717 | |||
| - | 2012 | 616,357 | - | 47,968 | - | - | - | 664,325 |
DGR Global Limited annual report for the year ended 30 June 2013
24
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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 | 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 | |||||||||
| - 2013 |
160,692 | - | 5,700 | 14,462 | - | - | 180,854 | - | - |
| - 2012 |
171,489 | - | 8,200 | 15,434 | - | - | 195,123 | - | - |
| Karl Schlobohm | |||||||||
| - 2013 |
162,916 | - | 15,601 | - | - | - | 178,517 | - | - |
| - 2012 |
125,000 | 25,000 | 17,292 | - | - | - | 167,292 | - | 15% |
| Neil Wilkins | |||||||||
| - 2013 |
98,770 | - | - | - | - | - | 98,770 | - | - |
| - 2012 |
50,400 | - | - | - | - | - | 50,400 | - | - |
| Priy Jayasuriya | |||||||||
| - 2013 |
211,009 | - | 5,700 | 18,991 | - | - | 235,700 | - | - |
| - 2012 |
208,222 | 25,000 | 4,893 | 18,740 | 24,062 | - | 280,917 | 9% | 9% |
| Carlie Rogers~~1~~ | |||||||||
| - 2013 |
129,581 | - | 4,750 | 11,662 | - | - | 145,993 | - | - |
| - 2012 |
133,380 | 25,000 | 4,893 | 12,004 | - | 60,000 | 235,277 | 26% | 11% |
| Amanda Geard~~2~~ | |||||||||
| - 2013 |
207,885 | - | - | - | - | - | 207,885 | - | - |
| - 2012 |
155,332 | - | - | - | 172,529 | - | 327,861 | 53% | - |
| Barry Stoffell~~3~~ | |||||||||
| - 2013 |
207,885 | - | - | - | - | - | 207,885 | - | - |
| - 2012 |
155,332 | - | - | - | 172,529 | - | 327,861 | 53% | - |
| Total remuneration | |||||||||
| - 2013 |
1,178,738 | - | 31,751 | 45,115 | - | - | 1,255,604 | ||
| - 2012 |
999,155 | 75,000 | 35,278 | 46,178 | 369,120 | 60,000 | 1,584,731 |
1Ms Carlie Rogers resigned as the Business Development Executive effective 24 April 2013.
2Ms Amanda Geard was appointed as Business Generation, New Opportunities Group on 9 September 2011.
3Mr 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 2013
25
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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.
There were no bonus payments made during the year ended 30 June 2013 (2012: 75,000). In addition to the bonuses paid in the prior year, 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 2013
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 shares or options issued to key management personell during the year.
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 2013
26
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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 | 10 | 10 | N/A | N/A | N/A | N/A |
| Bill Stubbs | 10 | 10 | 2 | 2 | - | - |
| Brian Moller | 10 | 10 | 2 | 2 | - | - |
| Vincent Mascolo | 10 | 9 | 2 | 2 | - | - |
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 | 8,750,000 |
| 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: | At the date of this report, the unissued ordinary shares of Archer Resources Ltd under option are as follows: | At the date of this report, the unissued ordinary shares of Archer Resources Ltd under option are as follows: | 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 |
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 2013
27
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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 $39,510 Other assurance services $ 1,900
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 32.
AUDITORS INDEPENDENCE DECLARATION
The Auditor Independence Declaration forms part of the Directors Report and can be found on page 29.
Signed in accordance with a resolution of the Directors.
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Nicholas Mather Managing Director Brisbane Date: 30 September 2013
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 2013
28
Level 10, 12 Creek 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 TIMOTHY KENDALL TO THE DIRECTORS OF DGR GLOBAL LIMITED
As lead auditor of DGR Global Limited for the year ended 30 June 2013, 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, 30 September 2013
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.
29
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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 20 September 2013.
(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 | 199 | 16,695 | - | - | - | - | |||||
| 1,001 – 5,000 | 230 | 727,440 | - | - | - | - | |||||
| 5,001 – 10,000 | 290 | 2,510,676 | - | - | - | - | |||||
| 10,001 – 100,000 | 779 | 32,021,641 | - | - | - | - | |||||
| 100,001 and over | 459 | 375,726,229 | 4 | 16,000,000 | 9 | 8,750,000 | |||||
| Total | 1,957 | 411,002,681 | 4 | 16,000,000 | 9 | 8,750,000 | |||||
| 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 740 (holding a total of 3,843,774 ordinary shares).
(b) Substantial shareholders
The following parties are substantial shareholders in the Company:
| Name | Number | % |
|---|---|---|
| of Shares | ||
| Nicholas Mather* | 55,134,278 | 13.47 |
| Tenstar TradingLimited | 42,414,997 | 10.32 |
- 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 2013
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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 | Tenstar TradingLtd * | 42,414,997 | 10.32% |
|---|---|---|---|
| 2 | N & J Mather | 41,310,000 | 10.05% |
| 3 | UBS Wealth Management Australia Nominees PtyLtd | 14,301,339 | 3.48% |
| 4 | BT Portfolio Services Limited | 12,450,000 | 3.03% |
| 5 | Dr Leon Eugene Pretorius* | 9,595,454 | 2.33% |
| 6 | Gurravembi Investments PtyLtd | 9,000,000 | 2.19% |
| 7 | Mather Foundation Limited | 7,020,788 | 1.71% |
| 8 | Samuel Holdings PtyLtd | 5,897,084 | 1.43% |
| 9 | WadleyBickle PtyLtd | 5,142,856 | 1.25% |
| 10 | Mr GuyLance Jones | 4,537,500 | 1.10% |
| 11 | Mr Robert Simeon Lord | 3,674,800 | 0.89% |
| 12 | Limits PtyLimited | 3,600,000 | 0.88% |
| 13 | Mr Vincent David Mascolo | 3,569,733 | 0.87% |
| 14 | Pinegold PtyLtd | 3,553,850 | 0.86% |
| 15 | Fortunato PtyLtd | 3,491,072 | 0.85% |
| 16 | AscryPtyLtd | 3,152,857 | 0.77% |
| 17 | Dr JeffreyDouglas Pappin | 3,100,000 | 0.75% |
| 18 | Flaskas Bickle PtyLtd | 2,840,714 | 0.69% |
| 19 | Mr Yee Teck Teo | 2,633,824 | 0.64% |
| 20 | Almark Developments PtyLimited | 2,522,400 | 0.61% |
| Top 20 | 183,809,268 | 44.72% | |
| Total | 411,002,681 | 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 2013
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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 2013, 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 2013
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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 11 years, 11 months Bill Stubbs 3 years, 9 months Brian Moller 11 years, 1 month Vincent Mascolo 10 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 2013 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 2013
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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 2013.
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 2013
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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: | 2 (18%) |
| Number of Female Employees (including Executives): | 3 (27%) |
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 2013
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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 | Current Holder | Registered Interest of Holder (%) |
Date of Expiry |
|---|---|---|---|
| EPM 19379 Three Sisters | Archer Resources Ltd | 100 | 29-Jan-2015 |
| EPMA 19411 Drummond North | Archer Resources Ltd | 100 | Under Application |
| EPMA 19815 Kola South | Archer Resources Ltd | 100 | Under Application |
| EPMA 25266 Whitehorse | Archer Resources Ltd | 100 | Under Application |
| EPM 18451 Calgoa | Barlyne MiningPtyLtd | 100 | 20-May-2013~~1~~ |
| EPM 18808 Pinnacle | Barlyne MiningPtyLtd | 100 | 28-Oct-2012~~1~~ |
| EPM 19087 Mt Abbot | Barlyne MiningPtyLtd | 100 | 28-Jul-2014 |
| EPMA 25157 Armistice | Barlyne MiningPtyLtd | 100 | Under Application |
| EPMA 25189 Mt Abbot North | 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-2015 |
| EPM 15134 Gayndah | DGR Global Ltd | 100 | 29-Sep- 2010~~1,2~~ |
| EPM 15238 Manumbar | DGR Global Ltd | 100 | 13-Dec-2014 |
| EPM 18586 Upper Kariobe | DGR Global Ltd | 100 | 23-Aug-2014 |
| MDL 409 Daddamarine | DGR Global Ltd | 100 | 31-Dec-2015~~2~~ |
| 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~~1~~ |
| ML 3749 North Chinaman | DGR Global Ltd | 100 | 31-Jul-2017 |
| 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-2013 |
| ML 50099 Manumbar Extd. | DGR Global Ltd | 100 | 31-Aug-2015 |
| ML 50148 Tableland | DGR Global Ltd | 100 | 30-Apr-2014 |
| 16999-HQ-LPL | DGR Zambia Ltd | 100 | 20-Aug-2015 |
| 17308-HQ-LPL | DGR Zambia Ltd | 100 | 26-Feb-2015 |
| EPM 16260 Cardarga Two | Eastern Exploration PtyLtd | 100 | 11-Jun-2013~~1~~ |
| EPM 16261 Cardaga One | Eastern Exploration PtyLtd | 100 | 27-May-2013~~1~~ |
| 14/2012 Gawler | Hartz Rare Earths PtyLtd | 100 | 12-March-2018 |
| EPMA 25158 Toolaru East | Hartz Rare Earths PtyLtd | 100 | Under Application |
| EPMA 25159 Toolaru West | Hartz Rare Earths PtyLtd | 100 | Under Application |
| EPMA 25160 Hamilton | Hartz Rare Earths PtyLtd | 100 | Under Application |
| EPMA 25295 Elizabeth Springs | Hartz Rare Earths PtyLtd | 100 | Under Application |
| EPM 18534QuaggyCreek | IronRidge Resources Ltd | 100 | 11-Oct-2014 |
| EPMA 19164 Glencoe | IronRidge Resources Ltd | 100 | Under Application |
| EPMA 19419 Tholstrup’s North | IronRidge Resources Ltd | 100 | Under Application |
| EPMA 25115 Glencoe West | IronRidge Resources Ltd | 100 | Under Application |
| Authorisation de prospection G6-525 |
IronRidge Resources Ltd | 100 | 6-Jun-2014 |
| Authorisation de prospection G6-526 |
IronRidge Resources Ltd | 100 | 6-Jun-2014 |
| EPMA 19625 Manumbar South | Pinnacle Gold PtyLtd | 100 | Under Application |
Note:
-
Renewal applications have been lodged in respect of these Exploration Permits and Mining Leases.
-
Tenement being transferred to Barlyne Mining Pty Ltd.
DGR Global Limited annual report for the year ended 30 June 2013
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2013
| 2013 | 2012 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Revenue and other income | |||
| Revenue | 2 | 1,533,291 | 2,340,293 |
| Other income | 2 | 7,637,885 | 32,629,644 |
| Total revenue and other income | 9,171,176 | 34,969,937 | |
| Expenses | |||
| Finance costs | (72,878) | (4,282) | |
| Employee benefits expenses | (1,738,682) | (3,234,239) | |
| Depreciation | (45,588) | (59,925) | |
| Legal expenses | (151,896) | (187,409) | |
| Administration and consulting expenses | (1,942,151) | (3,138,522) | |
| Exploration and evaluation assets written-off | (3,898,311) | (422,085) | |
| Revaluation of financial liabilities at fair value | |||
| through profit or loss | 94,640 | - | |
| Share of losses of associates | (693,988) | (2,203,824) | |
| Impairment of investment in associate | (3,899,738) | (20,182,209) | |
| Share basedpayments expense | - | (369,970) | |
| Profit (loss) before income tax | 3 | (3,177,416) | 5,167,472 |
| Income tax(expense)/benefit | 4 | (1,146,113) | (1,741,016) |
| Profit(loss) for theyear | (4,323,529) | 3,426,456 | |
| Other comprehensive income: items that will | |||
| be reclassified into profit or loss | |||
| Change in fair value of available-for-sale | (6,004,978) | (6,866,571) | |
| financial assets | |||
| Income tax relating to other comprehensive | 1,801,493 | 2,059,971 | |
| income | |||
| Other comprehensive income for the year, net | (4,203,485) | (4,806,600) | |
| of tax | |||
| Total comprehensive income for theyear | (8,527,014) | (1,380,144) | |
| Profit / (loss) for the year attributable to: | |||
| Owners of the parent company | (3,051,538) | 4,204,244 | |
| Non-controllinginterests | (1,271,991) | (777,788) | |
| (4,323,529) | 3,426,456 | ||
| Total comprehensive income for the year | |||
| attributable to: | |||
| Owners of the parent company | (7,255,023) | (602,356) | |
| Non-controllinginterests | (1,271,991) | (777,788) | |
| (8,527,014) | (1,380,144) | ||
| Earnings per share attributable to owners of | Cents / share | Cents / share | |
| the parent company | |||
| Basic earnings per share | 8 | (0.9) | 1.3 |
| Diluted earnings per share | 8 | (0.9) | 1.3 |
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 2013
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2013
| 2013 | 2012 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Current assets | |||
| Cash and cash equivalents | 9 | 51,972 | 463,725 |
| Trade and other receivables | 10 | 252,849 | 275,098 |
| Other current assets | 16 | 170 | 18,448 |
| Total current assets | 304,991 | 757,271 | |
| Non-current assets | |||
| Other financial assets | 11 | 9,686,701 | 3,092,892 |
| Investments accounted for using the equity | |||
| method | 13 | 17,493,357 | 28,968,765 |
| Property, plant and equipment | 14 | 581,558 | 527,903 |
| Exploration and evaluation assets | 15 | 5,249,390 | 7,466,917 |
| Total non-current assets | 33,011,006 | 40,056,477 | |
| Total assets | 33,315,997 | 40,813,748 | |
| Current liabilities | |||
| Trade and other payables | 17 | 1,214,467 | 1,110,683 |
| Other financial liabilities | 18 | 216,136 | 14,076 |
| Total current liabilities | 1,430,603 | 1,124,759 | |
| Non-current liabilities | |||
| Other financial liabilities | 18 | 416,886 | 27,694 |
| Derivative liability | 18 | 22,917 | - |
| Deferred tax liabilities | 4 | - | 655,380 |
| Provisions | 19 | 600,000 | 600,000 |
| Total non-current liabilities | 1,039,803 | 1,283,074 | |
| Total liabilities | 2,470,406 | 2,407,833 | |
| Net assets | 30,845,591 | 38,405,915 | |
| Equity | |||
| Issued capital | 20 | 22,092,180 | 21,885,983 |
| Reserves | 21 | 17,891,577 | 21,562,041 |
| Accumulated losses | 22 | (9,166,699) | (6,115,161) |
| Equity attributable to owners of the parent | |||
| company | 30,817,058 | 37,332,863 | |
| Non-controllinginterests | 28,533 | 1,073,052 | |
| Total equity | 30,845,591 | 38,405,915 |
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 2013
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2013
| 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 2011 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 |
21,885,983 (10,319,405) 5,292,025 3,815,816 15,520,845 36,195,264 9,877,655 46,072,919 - 4,204,244 - - - 4,204,244 (777,788) 3,426,456 - - - (4,806,600) - (4,806,600) - (4,806,600) |
| - 4,204,244 - (4,806,600) - (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 - 369,970 - - - - - - (8,897,198) (8,897,198) |
|
| 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 |
| 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-controllinginterest in subsidiarydisposed |
- (3,051,538) - - - (3,051,538) (1,271,991) (4,323,528) - - - (4,203,485) - (4,203,485) - (4,203,485) |
| - (3,051,538) - (4,203,485) - (7,255,023) (1,271,991) (8,527,013) 240,000 - - - - 240,000 - 240,000 - - - - 548,298 548,298 227,471 775,769 (33,803) - - - (15,277) (49,080) - (49,080) - - - - - - - - - - - - - - - - |
|
| Balance at 30 June 2013 | 22,092,180 (9,166,699) 5,661,995 (5,194,269) 17,423,851 30,817,058 28,533 30,845,591 |
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 2013
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CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2013
| 2013 | 2012 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Cash flows from operating activities | |||
| Receipts in the course of operations | 1,497,038 | 2,241,276 | |
| Payments to suppliers and employees | (3,912,159) | (7,400,079) | |
| Interest received | 12,994 | 403,895 | |
| Interest and other costs of financepaid | (50,020) | (4,282) | |
| Net cash flows from operating activities | 29 | (2,452,147) | (4,759,190) |
| Cash flows from investing activities | |||
| Security Deposit (payment)/refunds | (112,810) | (1,015,578) | |
| Payments for property, plant and equipment | (99,242) | (104,501) | |
| Payments for investments in available-for-sale financial | |||
| assets | (880,000) | (2,250,000) | |
| Payments for investments in associates | (351,679) | - | |
| Proceeds from the sale of investments in available for | |||
| sale financial assets | - | 368,294 | |
| Proceeds from the sale of investments in associates | 3,280,016 | 575,233 | |
| Payments for exploration and evaluation assets | (1,448,544) | (6,731,970) | |
| Cash disposed of on deconsolidation | - | (2,648,715) | |
| Proceeds on sale of subsidiary | 10 | - | |
| Net cash flows from investing activities | 387,751 | (11,807,237) | |
| Cash flows from financing activities | |||
| Proceeds from the issue of shares | 240,000 | - | |
| Proceeds from the issue of shares in subsidiaries to non- | 775,771 | 2,306,188 | |
| controlling interests | |||
| Capital raising expenses | (49,080) | (65,818) | |
| Proceeds from borrowings | 500,000 | - | |
| Repayment of borrowings | (14,075) | (11,692) | |
| Net cash flows from financing activities | 1,452,616 | 2,228,678 | |
| Net increase / (decrease) in cash held | (611,780) | (14,337,749) | |
| Cash at the beginningof theyear | 463,725 | 14,801,474 | |
| Cash at the end of the financialyear | 9 | (148,055) | 463,725 |
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 2013
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NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2013
Note 1: Summary of Significant Accounting Policies
Corporate Information
The consolidated financial report of DGR Global Ltd for the year ended 30 June 2013 was authorised for issue in accordance with a resolution of the directors on 30 September 2013.
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 6 August 2013, the Group issued 65,039,411 $0.025 shares to raise $1,625,985 pursuant to a fully underwritten entitlement offer and also issued 12,021,658 $0.025 shares to raise $300,541 pursuant to a private placement, both 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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies
(a) New Accounting Standards and Interpretations
The accounting policies adopted are consistent with those of the previous financial year except as follows:
The Company has adopted the following new and amended Australian Accounting Standards and AASB Interpretations as of 1 July 2012:
| Reference | Title | Application date | Application date |
|---|---|---|---|
| of standard | for the Company | ||
| AASB 20011-9 | Amendments to Australian Accounting Standards Presentation | 1 July 2012 | 1 July 2012 |
| of Items of Other Comprehensive Income (AASB 101 |
|||
| Amendments) |
The adoption of the above standards and interpretations did not have any material impact on the current or any prior period and is not likely to materially affect future periods.
Australian Accounting Standards and Interpretations that have been recently issued or amended but are not yet effective have not been adopted by the Company for the annual reporting period ending 30 June 2013. None of these is expected to have a significant effect on the financial statements.
The Company anticipates that all of the relevant pronouncements will be adopted in the Company’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 Company’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 20011-4 | 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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2013
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 its 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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2013
49
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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.
(s) Borrowings
Loans and borrowings are initially recognised at the fair value of consideration received net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.
Where there is an unconditional right to defer settlement of the liability for at least twelve months after the reporting date, the loans or borrowings are classified as non-current.
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(t) 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.
(u) Comparatives
When required by Australian Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year .
(v) 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 2013, 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 2013 were $5,424,326 (2012: $7,466,917).
Key judgements – provision for restoration
A provision has been made for the anticipated costs for the future rehabilitation and restoration of the Mining Leases. The provision recognised is based on independent advice received from different parties. Changes to the provision is periodically reviewed and updated based on the facts and circumstances available at the time.
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 2. Revenue and Other Income
| Revenue - Interest - Underwriting fees - 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 (refer note 3) - 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 - Realised gain on loss of significant influence - 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 |
2013 2012 |
|---|---|
| $ $ |
|
| 12,994 403,895 28,000 - 1,492,297 1,936,398 |
|
| 1,533,291 2,340,293 |
|
| 12,994 403,895 |
|
| 12,994 403,895 |
|
| 8,481 27,018,571 1,857,198 281,200 - 148,975 - 4,950,000 5,735,434 - 36,772 230,898 |
|
| 7,637,885 32,629,644 |
|
| 72,878 4,282 - - |
|
| 72,878 4,282 |
|
| - 369,970 95,376 227,882 500,078 472,275 |
DGR Global Limited annual report for the year ended 30 June 2013
53
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
| Note 4. Income Tax (a) Components of tax expense comprise: Current tax Deferred tax Components of tax expense/(benefit) 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% (2012: 30%) Add tax effect of: Share based payments Deferred tax assets not recognised 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: Current tax Deferred tax Components of tax expense/(benefit) 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% (2012: 30%) Add tax effect of: Share based payments Deferred tax assets not recognised 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 |
2013 2012 |
|---|---|---|
| $ $ |
||
| - - 1,146,113 1,741,016 |
||
| 1,146,113 1,741,016 |
||
| (1,801,493) (2,059,971) |
||
| (1,801,493) (2,059,971) |
||
| (953,225) 1,550,242 - 111,061 2,168,817 - 250,938 417,399 - 1,780,800 |
||
| 1,466,530 3,859,502 |
||
| - (2,109,062) (320,417) (9,424) |
||
| 1,146,113 1,741,016 |
||
| 2013 | 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 Impairment of associates 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% |
8,228,522 (1,621,915) - - 6,606,607 227,018 (47,180) - - 179,838 110,399 (77,300) - - 33,099 25,958 (25,958) - - - - 107,302 - - 107,302 - - 2,226,114 - 2,226,114 |
|
| 8,591,897 (1,665,051) 2,226,114 - 9,152,960 |
||
| 424,621 (2,508,442) (424,621) - (2,508,442) (7,431,824) 2,478,532 - - (4,953,292) (2,240,074) 548,848 - - (1,691,226) |
||
| (9,247,277) 518,938 (424,621) - (9,152,960) |
||
| (655,380) (1,146,113) 1,801,493 - - |
||
| 1,787,819 7,229,591 - 9,017,410 |
||
| 536,346 2,168,877 - 2,705,223 |
DGR Global Limited annual report for the year ended 30 June 2013
54
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NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2013
Note 4. Income Tax (continued)
| 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 |
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 2013 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 2013
55
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2013. The totals of remuneration paid to Key Management Personnel during the year are as follows:
| paid to Key Management Personnel during the year are as follows: | |
|---|---|
| Short-term employee benefits Post-employment benefits Share-based payments Total |
2013 2012 |
| $ $ |
|
| 1,625,206 1,773,758 45,115 46,178 - 429,120 |
|
| 1,670,321 2,249,056 |
(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 2012 | Compensation | Exercised | Other | 30 June 2013 | |||
| DGR Global | |||||||
| Directors | |||||||
| William Stubbs | 756,818 | - | - | 428,571 | 1,185,389 | ||
| Nicholas Mather | 45,516,662 | - | - | 428,571 | 45,945,233 | ||
| Brian Moller | 1,301,909 | - | - | 428,571 | 1,730,480 | ||
| Vince Mascolo | 2,546,207 | - | - | 428,571 | 2,974,778 | ||
| Other Key Management | |||||||
| Personnel | |||||||
| Greg Runge | 4,321,382 | - | - | - | 4,321,382 | ||
| Karl Schlobohm | 2,415,638 | - | - | - | 2,415,638 | ||
| Neil Wilkins | 1,650,000 | - | - | 642,857 | 2,292,857 | ||
| Priy Jayasuriya | - | - | - | 28,000 | 28,000 | ||
| Carlie Rogers1 | - | - | - | - | - | ||
| Barry Stoffell | - | - | - | - | - | ||
| Amanda Geard | - | - | - | - | - | ||
| Total | 58,508,616 | - | - | 2,385,141 | 60,893,757 |
1 Carlie Rogers resigned effective 24 April 2013.
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 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.
There were no shares held nominally at 30 June 2013 (2012: nil).
DGR Global Limited annual report for the year ended 30 June 2013
56
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2012 | Compensation | Exercised | Other | 30 June 2013 | ||||||
| AusNiCo | ||||||||||
| Directors | ||||||||||
| William Stubbs | - | - | - | - | - | |||||
| Nicholas Mather | - | - | - | - | - | |||||
| Brian Moller | - | - | - | - | - | |||||
| Vince Mascolo | - | - | - | - | - | |||||
| Other Key Management | ||||||||||
| Personnel | ||||||||||
| Greg Runge | - | - | - | - | - | |||||
| Karl Schlobohm | - | - | - | - | - | |||||
| Neil Wilkins | - | - | - | - | - | |||||
| Priy Jayasuriya | - | - | - | - | - | |||||
| Carlie Rogers1 | - | - | - | - | - | |||||
| Barry Stoffell | - | - | - | - | - | |||||
| Amanda Geard | - | - | - | - | - | |||||
| Total | - | - | - | - | - |
1 Carlie Rogers resigned effective 24 April 2013.
| Previous 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) | - |
1 Barry Stoffell was appointed on 9 September 2011.
2 Amanda Geard was appointed on 9 September 2011.
Net Change Other reflects the balance of shares held at the time AusNiCo exited the Group on 20 October 2011.
There were no shares held nominally at 30 June 2013 (2012: nil).
DGR Global Limited annual report for the year ended 30 June 2013
57
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2012 | Compensation | Exercised | Other | 30 June 2013 | ||||||
| Armour Energy | ||||||||||
| Directors | ||||||||||
| William Stubbs | - | - | - | - | - | |||||
| Nicholas Mather | - | - | - | - | - | |||||
| Brian Moller | - | - | - | - | - | |||||
| Vince Mascolo | - | - | - | - | - | |||||
| Other Key Management | - | |||||||||
| Personnel | ||||||||||
| Greg Runge | - | - | - | - | - | |||||
| Karl Schlobohm | - | - | - | - | - | |||||
| Neil Wilkins | - | - | - | - | - | |||||
| Priy Jayasuriya | - | - | - | - | - | |||||
| Carlie Rogers1 | - | - | - | - | - | |||||
| Barry Stoffell | - | - | - | - | - | |||||
| Amanda Geard | - | - | - | - | - | |||||
| Total | - | - | - | - | - |
1 Carlie Rogers resigned effective 24 April 2013.
| Previous 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.
There were no shares held nominally at 30 June 2013 (2012: nil).
DGR Global Limited annual report for the year ended 30 June 2013
58
==> picture [107 x 37] intentionally omitted <==
NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2012 | Compensation | Exercised | Other | 30 June 2013 | ||||
| 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 Rogers1 | - | - | - | - | - | |||
| Barry Stoffell | - | - | - | - | - | |||
| Amanda Geard | - | - | - | - | - | |||
| Total | 300,000 | - | - | - | 300,000 |
1 Carlie Rogers resigned effective 24 April 2013.
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 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.
There were no shares held nominally at 30 June 2013 (2012: nil).
DGR Global Limited annual report for the year ended 30 June 2013
59
==> picture [107 x 37] intentionally omitted <==
NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2012 | Compensation | Exercised | Other | 30 June 2013 | |||
| IronRidge Resources | |||||||
| Directors | |||||||
| William Stubbs | - | - | - | - | - | ||
| Nicholas Mather | - | - | - | - | - | ||
| Brian Moller | - | - | - | - | - | ||
| Vince Mascolo | 1,000,000 | - | - | 2,317,000 | 3,317,000 | ||
| Other Key Management | |||||||
| Personnel | |||||||
| Greg Runge | 300,000 | - | - | 100,000 | 400,000 | ||
| Karl Schlobohm | 200,000 | - | - | - | 200,000 | ||
| Neil Wilkins | 400,000 | - | - | 200,000 | 600,000 | ||
| Priy Jayasuriya | - | - | - | - | - | ||
| Carlie Rogers1 | - | - | - | - | - | ||
| Barry Stoffell | - | - | - | - | - | ||
| Amanda Geard | - | - | - | - | - | ||
| Total | 1,900,000 | - | - | 2,617,000 | 4,517,000 |
1 Carlie Rogers resigned effective 24 April 2013.
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 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 Jayasuriya1 | - | - | - | - | - | ||
| Carlie Rogers2 | - | - | - | - | - | ||
| Barry Stoffell 1 | - | - | - | - | - | ||
| Amanda Geard 2 | - | - | - | - | - | ||
| Total | 50,000 | - | - | 1,850,000 | 1,900,000 |
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 2013 (2012: nil).
DGR Global Limited annual report for the year ended 30 June 2013
60
==> picture [107 x 37] intentionally omitted <==
NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2012 | Compensation | Exercised | Other | 30 June 2013 | ||||
| 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 Rogers1 | - | - | - | - | - | |||
| Barry Stoffell | - | - | - | - | - | |||
| Amanda Geard | - | - | - | - | - | |||
| Total | 1,650,000 | - | - | - | 1,650,000 |
1 Carlie Rogers resigned effective 24 April 2013.
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.
| 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 2013 (2012: nil).
DGR Global Limited annual report for the year ended 30 June 2013
61
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2012 |
Granted as Remuneration |
Options Exercised |
Net Change Other# |
Balance 30 June 2013 |
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 | 1,550,000 | - | - | - | 1,550,000 | 1,550,000 | 1,550,000 | - | ||
| Carlie Rogers1 | 2,500,000 | - | - | (2,500,000) | - | - | - | - | ||
| Barry Stoffell | 2,500,000 | - | - | - | 2,500,000 | 2,500,000 | 2,500,000 | - | ||
| Amanda Geard | 2,500,000 | - | - | - | 2,500,000 | 2,500,000 | 2,500,000 | - | ||
| Total |
30,050,000 |
- | - | (2,500,000) | 27,550,000 | 27,550,000 | 27,550,000 | - |
1 Carlie Rogers resigned effective 24 April 2013.
Net change other represents the exit from key management personnel of the Group.
| Previous 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.
There were no share options held nominally at 30 June 2013 (2012: nil).
DGR Global Limited annual report for the year ended 30 June 2013
62
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2012 |
Granted as Remuneration |
Options Exercised |
Net Change Other |
Balance 30 June 2013 |
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 | - | - | - | - | - | - | - | - | ||||||
| Neil Wilkins | - | - | - | - | - | - | - | - | ||||||
| Priy Jayasuriya | - | - | - | - | - | - | - | - | ||||||
| Carlie Rogers1 | - | - | - | - | - | - | - | - | ||||||
| Barry Stoffell | - | - | - | - | - | - | - | - | ||||||
| Amanda Geard | - | - | - | - | - | - | - | - | ||||||
| Total | - | - | - | - | - | - | - | - |
1 Carlie Rogers resigned effective 24 April 2013.
| Previous 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.
There were no share options held nominally at 30 June 2013 (2012: nil).
DGR Global Limited annual report for the year ended 30 June 2013
63
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2012 |
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 | - | - | - | - | - | - | - | - | ||||||
| Neil Wilkins | - | - | - | - | - | - | - | - | ||||||
| Priy Jayasuriya | - | - | - | - | - | - | - | - | ||||||
| Carlie Rogers1 | - | - | - | - | - | - | - | - | ||||||
| Barry Stoffell | - | - | - | - | - | - | - | - | ||||||
| Amanda Geard | - | - | - | - | - | - | - | - | ||||||
| Total | - | - | - | - | - | - | - | - |
1 Carlie Rogers resigned effective 24 April 2013.
| Previous 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.
There were no share options held nominally at 30 June 2013 (2012: nil).
DGR Global Limited annual report for the year ended 30 June 2013
64
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2012 |
Granted as Remuneration |
Options Exercised |
Net Change Other |
Balance 30 June 2013 |
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 Rogers1 | 300,000 | - | - | - | 300,000 | 300,000 | 300,000 | - | |||
| Barry Stoffell | - | - | - | - | - | - | - | - | |||
| Amanda Geard | - | - | - | - | - | - | - | - | |||
| Total |
600,000 |
- | - | - | 600,000 | 600,000 | 600,000 | - |
1 Carlie Rogers resigned effective 24 April 2013.
| Previous 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.
There were no share options held nominally at 30 June 2013 (2012: nil).
There were no options held by Key Management Personnel during the current (2013) or previous (2012) years in IronRidge Resources Ltd or Pinnacle Gold Pty Ltd .
DGR Global Limited annual report for the year ended 30 June 2013
65
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 (2012: 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 (2012: 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.
| 2013 | 2012 | |
|---|---|---|
| $ | $ | |
| 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 | 115,309 | 127,305 |
| Other assurance related services (investigating | ||
| accountants report) | 1,900 | 57,355 |
| Taxation services | 39,510 | 34,225 |
| 156,719 | 218,885 | |
| Note 8. Earnings per Share (EPS) | ||
| (a) Earnings | ||
| Earnings used to calculate basic and diluted earnings per | ||
| share | (3,051,538) | 4,204,244 |
| Number of Shares | Number of Shares | |
| (b) Weighted average number of shares | ||
| Used in calculating basic EPS | 324,805,584 | 324,202,760 |
| Weighted average number of dilutive options | - | - |
| Weighted average number of ordinary shares and | ||
| potential ordinary shares, used in calculating dilutive EPS | 324,805,584 | 324,202,760 |
| Options are not considered dilutive as they were out of the money. | Options may become | dilutive in the future. |
| 2013 | 2012 | |
| $ | $ | |
| Note 9. Cash and Cash Equivalents | ||
| Cash at bank and in hand | 51,972 | 406,799 |
| Short term deposits | - | 56,926 |
| 51,972 | 463,725 | |
| Reconciliation to cash at the end of the year | ||
| The above figures are reconciled to cash at the end of the year as shown in the statement of cash flows as | ||
| follows: | ||
| Cash at bank and in hand | 51,972 | 463,725 |
| Bank overdraft (refer note 18) | (200,027) | - |
| (148,055) | 463,725 |
DGR Global Limited annual report for the year ended 30 June 2013
66
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
| Note 10. Trade and Other Receivables Trade receivables GST receivable |
2013 2012 |
|---|---|
| $ $ |
|
| 164,727 177,810 88,122 97,288 |
|
| 252,849 275,098 |
The receivables were not exposed to foreign exchange risk. No receivables were impaired at 30 June 2013 (2012: nil).
Past due receivables were as follows:
| 2013 Total Amount Impaired Amount not impaired |
2012 |
|---|---|
| Total Amount Impaired Amount not impaired |
|
| $ $ $ |
$ $ $ |
| Not past due 164,727 - 164,727 Past due 30 days - - - Past due 30-45 days - - - Past due 45-60 days - - - Past due >60 days - - - |
177,810 - 177,810 - - - - - - - - - - - - |
| Total 164,727 - 164,727 177,810 - 177,810 |
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 | 2013 $ 2012 $ |
|---|---|
| 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 Additions – reclassification on loss of significant influence from investments accounted for using the equity method recognised at fair value Fair value adjustment on intial recognition as available for sale financial asset 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 |
8,928,874 2,445,875 314,000 314,000 443,827 333,017 |
| 9,686,701 3,092,892 |
|
| 2,445,875 9,531,766 882,000 2,250,000 5,870,543 - 5,735,434 - - (7,200,000) - (368,295) (6,004,978) (1,767,596) |
|
| 8,928,874 2,445,875 |
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”), an investment in the ordinary issued capital of Lions Gate Metals Inc, listed on the Toronto Stock Exchange (“TSX”), an investment in the ordinary issued capital of Orbis Gold Ltd, a company listed on the Australian Securities Exchange and an investment in the ordinary issued capital of AusNiCo Ltd, a company listed on the Australian Securities Exchange.
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 2013
67
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 12. Controlled Entities and Transactions with Non-Controlling Interests
| (a) Controlled Entities | Country of | Percentage | Owned (%) |
|---|---|---|---|
| Incorporation | 2013 | 2012 | |
| Parent entity: | |||
| DGR Global Ltd | Australia | ||
| Subsidiaries of DGR Global Ltd: | |||
| AimFire Pty Ltd (formerly Alexander | Australia | 67% | 67% |
| Diamonds Pty Ltd)1 | |||
| Archer Resources Ltd1 | Australia | 67% | 67% |
| Barlyne Mining Pty Ltd1 | Australia | 67% | 67% |
| Coolgarra Minerals Pty Ltd | Australia | 100% | 100% |
| Eastern Exploration Pty Ltd2 | Australia | 54% | 57% |
| Hartz Rare Earths Pty Ltd | Australia | 100% | 100% |
| Pinnacle Gold Pty Ltd | Australia | 94% | 94% |
| Quiver Coal Pty Ltd2 | Australia | 54% | 57% |
| IronRidge Resources Ltd2 | Australia | 54% | 57% |
| Ripple Resources Pty Ltd3 | Australia | - | 100% |
| Tinco Pty Ltd | Australia | 92% | 92% |
1 Archer Resources Ltd is the immediate parent of Barlyne Mining Pty Ltd and AimFire Pty Ltd. These companies are wholly owned and directly held by Archer Resources Ltd and indirectly by DGR Global Ltd.
2 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.
3 Ripple Resources Pty Ltd was sold to Armour Energy Ltd on 26 March 2013 (refer note 31).
(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:
| 2013 $ 2012 $ |
|
|---|---|
| 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 recognised in the change in proportionate interest reserve |
775,769 2,306,189 (227,471) (870,385) |
| 548,298 1,435,804 |
DGR Global Limited annual report for the year ended 30 June 2013
68
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 13. Investments Accounted for Using the Equity Method
| Name Country of incorporation Principle Activity Shares Ownership Interest |
Name Country of incorporation Principle Activity Shares Ownership Interest |
Carrying Amount |
|---|---|---|
| 2013 % |
2012 % |
2013 $ 2012 $ |
| AusNiCo Ltd Australia Mineral Exploration ORD - Armour Energy Ltd Australia Oil & Gas Exploration ORD 25% Orbis Gold Ltd Australia Mineral Exploration ORD - Navaho Gold Ltd Australia Mineral Exploration ORD 28% |
41% 25% 30% 29% |
- 1,456,872 16,511,000 20,638,750 - 6,467,352 982,357 405,791 |
| 17,493,357 28,968,765 |
||
| (A) Movements during the year in equity accounted investments |
2013 2012 |
|
| $ $ |
||
| Balance at beginning of year Fair value of investment on initial recognition Additional investment – cash Additional investment – shares Sale of investment Share of associates losses after income tax Impairment Reclassification on loss of significant influence to available for sale financial assets – derecognised carrying amount Balance at end of year |
28,968,765 11,088,680 - 40,513,825 351,679 46,325 60,000 - (1,422,818) (294,032) (693,988) (2,203,824) (3,899,738) (20,182,209) (5,870,543) - |
|
| 17,493,357 28,968,765 |
Impairment relates to the investments in Navaho Gold Ltd and Armour Energy Ltd. On initial recognition the share price of Navaho Gold Ltd and Armour Energy Ltd was $0.20 and $0.50, respectively. At 30 June 2013 the share price of Navaho Gold Ltd and Armour Energy Ltd had fallen to $0.017 and $0.22, respectively.
During the year ended 30 June 2013, DGR Global Ltd’s investment in AusNiCo Ltd and Orbis Gold Ltd fell below 20% and accordingly, the Company having lost significant influence, has reclassified its investments in these entities from investments accounted for using the equity method to available for sale financial assets. The carrying value of the investments at the date of loss of significant influence was $5,870,543. The fair value, based on the ASX quoted bid prices, of the retained investments was $11,605,977. In accordance with accounting standard AASB 128, Investments in Associates , the difference between fair value and carrying value has been recognised as a gain of $5,735,434 in profit or loss.
| (B) Fair value of investments in associates with published price quotations |
2013 2012 |
|---|---|
| $ $ |
|
| 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 16,511,000 20,638,750 - 18,000,000 982,357 405,791 |
| 17,493,357 40,501,413 |
DGR Global Limited annual report for the year ended 30 June 2013
69
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 $ |
Assets $ Liabilities $ Revenues $ Profit/loss $ |
|---|---|---|
| 2013 Armour Energy Ltd 25% 23,479,144 2,281,502 1,196,342 394,975 Navaho Gold Ltd 28% 1,402,651 92,281 5,298 (998,760) 24,881,795 2,373,783 1,201,640 (603,785) 2012 AusNiCo Ltd 41% 2,503,468 48,222 219,906 (288,059) Armour Energy Ltd 25% 22,384,603 2,105,067 257,610 (102,838) Orbis Gold Ltd 30% 7,191,167 827,142 161,033 (1,81,023) Navaho Gold Ltd 29% 2,265,916 85,955 51,224 (731,904) 34,345,154 3,066,386 689,773 (2,203,824) Note 14. Property Plant and Equipment 2013 2012 $ $ Land at cost 385,000 385,000 Freehold building at cost 59,889 59,639 Accumulated depreciation (25,354) (23,860) 34,535 35,779 Plant and equipment at cost 363,857 350,055 Accumulated depreciation (317,373) (304,907) 46,484 45,148 Site infrastructure at cost 2,443,532 2,443,532 Accumulated depreciation (2,443,532) (2,443,532) - - Motor vehicles at cost 60,678 203,156 Accumulated depreciation (40,959) (173,358) 19,719 29,798 Computers and office equipment at cost 149,330 146,791 Accumulated depreciation (129,989) (115,940) 19,341 30,851 Furniture and fittings at cost 90,099 7,448 Accumulated depreciation (13,620) (6,121) 76,479 1,327 581,558 527,903 |
23,479,144 2,281,502 1,196,342 394,975 1,402,651 92,281 5,298 (998,760) |
|
| 24,881,795 2,373,783 1,201,640 (603,785) |
||
| 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) |
||
| 2013 2012 $ $ 385,000 385,000 59,889 59,639 (25,354) (23,860) 34,535 35,779 363,857 350,055 (317,373) (304,907) 46,484 45,148 2,443,532 2,443,532 (2,443,532) (2,443,532) - - 60,678 203,156 (40,959) (173,358) 19,719 29,798 149,330 146,791 (129,989) (115,940) 19,341 30,851 90,099 7,448 (13,620) (6,121) 76,479 1,327 581,558 527,903 |
||
| 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 |
DGR Global Limited annual report for the year ended 30 June 2013
70
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 14. Property Plant and Equipment (continued)
Movements in carrying amounts
| 2013 | Land Freehold Building Plant & Equipment Motor Vehicles Computers & office equipment Furniture & Fittings Total $ $ $ $ $ $ $ 385,000 35,779 45,148 29,798 30,851 1,327 527,903 - 250 13,802 - 2,539 82,651 99,242 - - - - - - - - - - - - - - - (1,494) (12,466) (10,079) (14,048) (7,500) (45,587) 385,000 34,535 46,484 19,719 19,342 76,478 581,558 |
Land Freehold Building Plant & Equipment Motor Vehicles Computers & office equipment Furniture & Fittings Total $ $ $ $ $ $ $ 385,000 35,779 45,148 29,798 30,851 1,327 527,903 - 250 13,802 - 2,539 82,651 99,242 - - - - - - - - - - - - - - - (1,494) (12,466) (10,079) (14,048) (7,500) (45,587) 385,000 34,535 46,484 19,719 19,342 76,478 581,558 |
Land Freehold Building Plant & Equipment Motor Vehicles Computers & office equipment Furniture & Fittings Total $ $ $ $ $ $ $ 385,000 35,779 45,148 29,798 30,851 1,327 527,903 - 250 13,802 - 2,539 82,651 99,242 - - - - - - - - - - - - - - - (1,494) (12,466) (10,079) (14,048) (7,500) (45,587) 385,000 34,535 46,484 19,719 19,342 76,478 581,558 |
|---|---|---|---|
| Balance at the beginning of the year Additions Disposals Asset disposed of on sale of subsidiary1 Depreciation expenses Carrying amount at the end of the year |
|||
| 2012 | Land Freehold Building Plant & Equipment Motor Vehicles Computers & office equipment Furniture & Fittings Total |
||
| $ $ $ $ $ $ $ |
|||
| Balance at the beginning of the year 385,000 37,270 41,950 147,503 14,736 558 627,017 Additions - - 17,268 33,399 70,369 1,636 122,672 Disposals - - - - - - - Asset disposed of on sale of subsidiary1 - - (2,644) (122,262) (36,955) - (161,861) Depreciation expenses - (1,491) (11,426) (28,842) (17,299) (867) (59,925) Carrying amount at the end of the year 385,000 35,779 45,148 29,798 30,851 1,327 527,903 1Refer Note 31 Assets Pledged as Security Motor Vehicles include the following amounts where the assets are secured under a finance lease: 2013 $ 2012 $ Leased Motor Vehicles Cost 35,596 77,557 Accumulated Depreciation (15,877) (47,759) 19,719 29,798 Note 15. Exploration and Evaluation Assets Exploration and evaluation assets 5,249,390 7,466,917 Movements in carrying amounts Balance at the beginning of the year 7,466,917 11,896,187 Additions – Share-based payments - - Additions – Other 1,723,761 7,109,913 Assets disposed on disposal of subsidiary (refer Note 31) (42,977) (11,117,098) Written-off (3,898,311) (422,085) Carrying amount at the end of the year 5,249,390 7,466,917 |
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 |
|||
| 2013 $ 2012 $ 35,596 77,557 (15,877) (47,759) 19,719 29,798 5,249,390 7,466,917 7,466,917 11,896,187 - - 1,723,761 7,109,913 (42,977) (11,117,098) (3,898,311) (422,085) 5,249,390 7,466,917 |
The exploration and evaluation assets written off during the year are as a result of the total ambandonment of certain areas of tenure. 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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
| Note 16. Other Assets Prepayments Note 17. Trade and Other Payables Current Trade payables Sundry payables and accrued expenses Employee benefits |
2013 $ 2012 $ |
|---|---|
| 170 18,448 |
|
| 903,849 663,311 215,657 262,947 94,961 184,425 |
|
| 1,214,467 1,110,083 |
Trade and other payables are non-interest bearing and are generally on 30-60 day terms.
| Note 18. Other Financial Liabilities Current Bank overdraft Lease Liabilities – Secured Non-Current Lease Liabilities – Secured Borrowings – convertible notes |
200,027 16,109 14,076 |
|---|---|
| 216,136 14,076 |
|
| 11,585 27,694 405,301 - |
|
| 416,886 27,694 |
The bank overdraft is unsecured and is repayable in full by 31 July 2013, which was subsequently paid in full after 30 June 2013.
Lease liabilities are secured over the leased assets to which they relate.
Convertible Notes
DGR Global Ltd issued 500,000 $1.00 convertible notes to raise $500,000 on 16 November 2012. The notes are convertible to ordinary shares in DGR Global or into a basket of shares in listed unencumbered entities held by DGR Global (calculated based on the proportional value of the basket of shares held by DGR), at the Noteholder’s election up until 16 July 2015. The number of shares to be converted will be dependent on the conversion price, which is the higher of $0.12 or 8% of the last published net tangible asset value of DGR’s investments. If the Noteholder elects to convert into a basket of shares, the proportional value of the basket will be determined by the 5 day VWAP of the listed unencumbered shares. The convertible notes are presented in the balance sheet as follows:
| Face value of notes issued Derivative liability – fair value initially recognised Accretion of interest expense Derivative liability Fair value initially recognised Fair value movement to 30 June 2013 |
500,000 - (117,557) - |
|---|---|
| 382,443 - 22,858 - |
|
| 405,301 - |
|
| 117,557 - (94,640) - |
|
| 22,917 - |
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 19. Provisions - Non-current
| Note 19. Provisions - Non-current | |
|---|---|
| Site restoration | 2013 $ 2012 $ |
| 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
| Note 20. Issued Capital | |
|---|---|
| 331,059,886 (30 June 2012: 324,202,760) fully paid ordinary shares Share issue costs |
23,147,450 22,907,450 (1,055,270) (1,021,467) |
| 22,092,180 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 authorised capital.
| (a) Ordinary Shares At 1 July 29 May 20131 At 30 June |
2013 Number 2012 Number 2013 $ 2012 $ |
|---|---|
| 324,202,760 324,202,760 22,907,450 22,907,450 6,857,126 - 240,000 - |
|
| 331,059,886 324,202,760 23,147,450 22,907,450 |
1 On 29 May 2013, 6,857,126 $0.035 ordinary shares were issued pursuant to a share purchase plan.
(b) Options
As at 30 June 2013, there were 32,550,000 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 | 11,250,000 | $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.
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 Note 22. Accumulated Losses Accumulated losses attributable to members of DGR Global Ltd at beginning of the financial year Profit/(loss) for the year Accumulated losses attributable to members of DGR Global Ltd at the end of the financial year |
2013 $ 2012 $ |
|---|---|
| (990,784) 3,815,816 (6,004,978) (1,767,596) 1,801,493 530,279 - (148,975) - 44,692 - (4,950,000) - 1,485,000 |
|
| (5,194,269) (990,784) |
|
| 2013 $ 2012 $ |
|
| (6,115,161) (10,319,405) (3,051,538) 4,204,244 |
|
| (9,166,699) (6,115,161) |
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 |
2013 $ 2012 $ |
|---|---|
| 3,922,879 4,747,953 5,873,600 5,995,845 |
|
| 9,796,479 10,743,798 |
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.
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 23. Commitments for Expenditure (continued)
(b) Lease Expenditure Commitments
| Operating Leases (non-cancellable) | 2012 2012 |
|---|---|
| $ $ |
|
| Minimum lease payments - Not later than one year - Later than one year and not later than five years - Later than five years |
402,402 525,056 1,777,137 2,001,845 489,584 960,337 |
| 2,669,123 3,487,238 |
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 | 2013 2012 |
|---|---|
| $ $ |
|
| 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 18,830 12,127 30,956 - - |
| 30,956 49,786 3,262 (8,016) |
|
| 27,694 41,770 |
|
| 16,109 14,076 11,585 27,694 |
|
| 27,694 41,770 |
Note 24. Contingent Liabilities
The Directors are not aware of any contingent assets and liabilities at 30 June 2013.
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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:
| 2013 | 2013 | 2012 | 2012 | |
|---|---|---|---|---|
| No. of | Weighted | No. of | Weighted | |
| Options | average | Options | average | |
| exercise | exercise | |||
| price | price | |||
| $ | $ | |||
| Outstanding at the beginning of the year | 33,300,000 | $0.28 | 28,000,000 | $0.28 |
| Granted | - | - | 5,300,000 | $0.28 |
| Forfeited | (750,000) | $0.28 | - | - |
| Exercised | - | - | - | - |
| Expired | - | - | - | - |
| Outstandingatyear-end | 32,550,000 | $0.28 | 33,300,000 | $0.28 |
| Exercisable atyear-end | 32,550,000 | $0.28 | 33,300,000 | $0.28 |
The exercise price of options outstanding at the end of the year was $0.28 (2012: $0.28).
The weighted average remaining contractual life of the options was 0.7 years (2012: 1.7 years).
All options on issue will settle for one share each when exercised. There are no vesting conditions attached to the options.
Archer Resources Ltd Options
There were no options issued in Archer Resources during the year (2012:nil).
Movements in the number of options are as follows:
| 2013 | 2013 | 2012 | 2012 | |
|---|---|---|---|---|
| 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 | 12,000,000 | $0.20 |
| Granted | - | - | - | - |
| Forfeited | (3,900,000) | $0.20 | - | - |
| Exercised | - | - | - | - |
| Expired | - | - | - | - |
| Outstandingatyear-end | 8,100,000 | $0.20 | 12,000,000 | $0.20 |
| Exercisable atyear-end | 8,100,000 | $0.20 | 12,000,000 | $0.20 |
The exercise price of options outstanding at the end of the year was $0.20 (2012: $0.20). The weighted average remaining contractual life of the options was 1.5 years (2012: 2.5 years).
All options on issue will settle for one share each when exercised. There are no vesting conditions attached to the options.
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 |
2013 No. 2013 WAEP 2012 No. 2012 WAEP |
|---|---|
| - - 5,100,000 $0.24 - - - - - - - - - - - - - - - - - - (5,100,000) ($0.24) |
|
| - - - - |
|
| - - - - |
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 |
2013 No. 2013 WAEP 2012 No. 2012 WAEP |
|---|---|
| - - 10,900,000 $0.50 - - 14,300,000 $0.50 - - - - - - - - - - - - - - (25,200,000) ($0.50) |
|
| - - - - |
|
| - - - - |
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 25. Share-Based Payments (continued)
Fair Value
There were no options granted during 2013.
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 |
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 25. Share-Based Payments (continued)
Reconciliation of Reserve Movements
| Reconciliation of Reserve Movements | |
|---|---|
| Opening balance at 1 July Total share-based payments expense Closing balance at 30 June |
2013 $ 2012 $ |
| 5,661,995 5,292,025 - 369,970 |
|
| 5,661,995 5,661,995 |
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 $118,303 (2012: $872,865) 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 2013 there was a balance of $93,091 owing (2012: $71,598).
-
(ii) DGR Global Ltd has a commercial agreement with SolGold Plc, an entity with some common directors, for the provision of Services. In consideration for the provision of the Services, Solgold Plc pays DGR Global Ltd a monthly management fee. For the year ended to 30 June 2013 $352,000 (2012: $378,000) was paid or payable to DGR Global Ltd for the provision of the Services. The total amount receivable at year end was $24,915 (2012: $5,188).
-
(iii) Samuel Holdings Pty Ltd, an entity associated with Nicholas Mather (a Director), during the year purchased a motor vehicle from the Group. The consideration for the motor vehicle was $16,500 and was based on normal commercial terms and conditions. At the year end $16,500 remained receivable.
(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 2013 $300,000 was paid or payable to DGR Global (2012 $365,000) for the provision of the Services. The total amount receivable at year end was $10,000 (2012: $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 year ended to 30 June 2013 $205,325 (2012: $103,275) was paid or payable to DGR Global Ltd for the provision of the Services. The total amount receivable at year end was $73,927 (2012: $nil). During the financial year DGR Global Ltd lost significant influence over AusNiCo Ltd. Since then AusNiCo Ltd has remained a director-related entity.
-
(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 year ended 30 June 2013 $544,500 (2012: $63,000) was paid or payable to DGR Global for the provision of the Services. The total amount receivable at year end was $100 (2012: $nil).
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 2013 | 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 Gain on loss of significant influence Share losses of associates Recycling adjustment on disposal of available for sale financial asset Net profit (loss) before tax |
1,520,297 - - - - - 1,520,297 11,042 - - 61 1,811 80 12,994 730,148 730,148 |
| 2,261,488 - - 61 1,811 80 2,263,440 (730,148) |
|
| 1,533,291 | |
| 399,642 (3,483,382) (984,064) (259,832) (4,327,636) (3,899,738) 8,481 5,735,465 (693,988) - |
|
| (3,177,416) |
- AusNiCo Limited and Armour Energy Limited deconsolidated from the Group during the financial year ended 30 June 2012.
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 27. Operating Segments (continued)
| 30 June 2012 | 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 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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 27 Operating Segments (continued)
| 30 June 2013 | 30 June 2013 | DGR Global AusNiCo Armour Archer IronRidge Others Total** |
|---|---|---|
| $ $ $ $ $ $ $ |
||
| (ii) Segment Assets Reconciliation of segment assets to Group assets Inter-segment receivables and investments 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 |
36,015,827 - - 1,586,284 1,157,466 181,956 38,941,533 (5,625,536) - |
|
| 33,315,997 | ||
| 640,396 - - 453,888 442,376 187,102 1,723,762 99,242 - - - - - 99,242 411,679 - - - - - 411,679 |
||
| 30 June 2012 | DGR Global AusNiCo Armour Archer IronRidge Other Total |
|
| $ $ $ $ $ $ $ |
||
| (ii) Segment Assets Reconciliation of segment assets to Group assets Inter-segment receivables and investments 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 |
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 | 2013 2012 |
|---|---|
| $ $ |
|
| 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 |
208,147 223,569 879,126 558,980 617,843 532,701 545,590 476,392 2,669,345 2,249,965 12,339 107,212 3,030,100 2,332,664 5,459,999 18,000,000 982,387 405,791 418,436 1,456,872 16,510,972 20,638,750 4,056,400 4,056,400 690,001 190,001 10 10 |
| 35,872,548 51,005,739 |
|
| 36,080,695 51,229,308 |
|
| 988,985 779,519 1,031,998 600,000 |
|
| 2,020,983 1,379,519 |
|
| 34,059,712 49,849,789 |
|
| 22,092,180 21,885,983 3,519,723 3,519,723 21,132,644 35,727,068 (12,684,835) (11,282,984) |
|
| 34,059,712 49,849,789 |
|
| (1,401,851) (1,112,896) |
|
| (15,996,275) 9,402,018 |
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 28. Parent Company (continued)
At 30 June 2013, 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 Inc | 300,000 | - | C$0.040 |
| SolGold plc | 54,517,440 | - | £0.0338 |
| Orbis Gold Ltd | 39,000,000 | - | $0.14 |
| Navaho Gold Ltd~~1~~ | 57,787,518 | 17,428,667 | $0.017 |
| AusNiCo Ltd~~2~~ | 59,776,500 | 20,000,000 | $0.007 |
| Armour EnergyLtd~~3~~ | 75,050,000 | 18,837,500 | $0.22 |
| Archer Resources Ltd~~4~~ | 40,000,000 | 7,500,000 | $0.100 |
| IronRidge Resources Ltd | 57,066,667 | - | $0.075 |
Share price represents the market quoted price for listed investments at 30 June 2013 or the price at which the last round of financing was raised for unquoted investments.
-
1 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.
-
2 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.
-
3 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.
-
4 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 2013 (2012 $nil).
Contingent liabilities
The parent entity has no contingent liabilities.
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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 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 Gain on loss of significant influence Realised gain on disposal of subsidiary Revaluation of financial liabilities at fair value through profit and loss Accretion of interest expense on convertible notes 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 Non-cash investing and financing activities activities |
2013 $ 2012 $ |
|---|---|
| (4,323,529) 3,426,456 45,588 59,925 3,898,311 422,085 - 369,970 693,988 2,203,824 3,899,739 20,182,209 (1,857,198) (281,200) - (148,975) - (4,950,000) - (27,018,571) (5,735,465) - (8,481) - (94,640) - 22,858 - (90,386) 73,979 18,277 298,859 (67,322) 921,204 1,146,113 (318,955) |
|
| (2,452,147) (4,759,190) |
|
| Non-cash investing and financing activities activities | |
|---|---|
| Additional investment in Associates through issue of shares in lieu of cash owing 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 Bank overdraft Trade and other payables Convertible note Finance leases |
(60,000) - 2013 $ 2012 $ 51,972 463,725 252,849 275,098 8,928,874 2,445,875 314,000 314,000 443,827 333,017 |
| 9,991,522 3,831,715 |
|
| 200,027 1,214,467 1,110,683 405,301 - 27,694 41,770 |
|
| 1,847,489 1,152,453 |
(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.
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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, Bank of Queensland, First National Bank Zambia and B.I.C.I. Du Gabon.
(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 ($367,488) in 2012 to ($1,125,612) in 2013. At 30 June 2013 the Group had an unsecured overdraft facility of $200,000.
| Maturity Analysis 2013 | Carrying Amount Contractual Cash Flows <6 Months 6-12 Months 1-3 Years > 3 Years |
|---|---|
| $ $ $ $ $ $ |
|
| Financial liabilities Bank overdraft Trade and other payables Convertible note Finance leases Total |
200,027 200,027 200,027 - - - 1,214,467 1,214,467 1,214,467 - - - 405,301 635,000 30,000 30,000 575,000 - 27,694 30,656 9,415 9,415 12,127 - |
| 1,847,489 2,080,150 1,453,909 39,415 587,127 - |
|
| 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 - |
DGR Global Limited annual report for the year ended 30 June 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
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* |
|
|---|---|
| 2013 $ 2013 $ 2013 $ 2013 $ 2013 % |
|
| (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 |
51,972 - - 51,972 0.3% - - 252,849 252,849 N/A - 314,000 9,372,701 9,686,701 4.35% |
| 51,972 314,000 9,625,550 9,991,522 |
|
| - - 1,214,467 1,214,467 N/A 200,027 527,694 (94,699) 633,022 11.56% |
|
| 200,027 527,694 1,119,768 1,847,489 |
|
| 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 |
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 |
- 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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 30. Financial Risk Management (continued)
(d) Market Risk (Continued)
Interest rate risk (continued)
At 30 June 2013 the effect on profit and equity as a result of changes in the interest rate at that date would be as follows:
| follows: | |||
|---|---|---|---|
| 2013 | 2012 | ||
| $ | $ | ||
| Change in profit and equity | |||
| - Increase in interest rate by 1% | (1,481) | 4,637 | |
| - Decrease in interest rate by 1% | 1,481 | (4,637) |
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 2013 the effect on profit and equity as a result of changes in equity security prices would be as follows:
| 2013 | 2012 | |
|---|---|---|
| $ | $ | |
| 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% | 892,887 | 244,588 |
| - Decrease in equity security price by 10% | (892,887) | (244,588) |
* 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, Lions Gate Metals Inc, Orbis Gold Ltd and AusNico Ltd was remeasured to fair value on 30 June 2013 (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 2013.
| Level 1 | Level 2 | Level 3 | Total | |||
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | |||
| 2013 | ||||||
| Available for sale financial assets | 8,928,887 | - | - | 8,928,887 | ||
| 2012 | ||||||
| Available for sale financial assets | 2,445,875 | - | - | 2,445,875 |
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 2013
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 31. Disposal of Subsidiaries
2013
On 26 March 2013, DGR Global Ltd sold Ripple Resources Pty Ltd to Armour Energy Ltd.
| 2013 $ |
|
|---|---|
| Cash Consideration received Assets and liabilities disposed: Investments – ANW shares Security deposits Exploration and evaluation assets Trade and other payables Net gain on disposal |
10 2,000 2,500 42,277 (55,248) |
| (8,471) | |
| 8,481 |
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 | |
| 90 1,357,482 |
|
| DGR Global Limited annual report for the year ended 30 June 2013 |
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2013
Note 32. Significant Events After Balance Date
On 6 August 2013, the Group issued 65,039,411 $0.025 shares to raise $1,625,985 pursuant to a fully underwritten entitlement offer.
On 6 August 2013, the Group issued 12,021,658 $0.025 shares to raise $300,541 pursuant to a private placement.
On 30 August 2013, the Group issued 1,709,146 shares at an average price of $0.035 as result of Tenstar Trading Pty Ltd electing to convert to equity the interest payable on the convertible note for the period 16 November 2012 to 16 August 2013 as allowed for under the subscription deed.
The Directors are not aware of any other significant changes in the state of affairs of the Group or events after balance date that would have a material impact on the consolidated financial statements.
DGR Global Limited annual report for the year ended 30 June 2013
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DIRECTORS’ DECLARATION
-
In the opinion of the Directors:
-
(a) The financial statements and notes of DGR Global Ltd for the financial year ended 30 June 2013 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 2013 and performance for the year then ended;
-
(ii) Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;
-
-
(b) The financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1; and
-
(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, as disclosed in note 1.
-
(d) The remuration disclosures contained in the Remunerationi Report comply with s300A of the Corporations Act 2001.
-
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 2013.
Signed in accordance with a resolution of the Directors.
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Nicholas Mather Managing Director
Brisbane Date: 30 September 2013
DGR Global Limited annual report for the year ended 30 June 2013
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Level 10, 12 Creek 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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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 2013, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial 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.
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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 2013 and of its performance for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Emphasis of Matter
Without modifying our opinion, we draw attention to Note 1 in the financial report, which indicates that the ability of the consolidated entity to continue as a going concern is dependent upon the future successful raising of necessary funding through equity, successful exploration and subsequent exploitation of the consolidated entity’s tenements, and/or sale of non-core assets. These conditions, along with other matters set out in Note 1, indicate the existence of a material uncertainty that may cast significant doubt on the consolidated entity’s ability to continue as a going concern and, therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 20 to 26 of the directors’ report for the year ended 30 June 2013. 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 2013 complies with section 300A of the Corporations Act 2001 .
BDO Audit Pty Ltd
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T J Kendall
Director
Brisbane, 30 September 2013
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.
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