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DGR GLOBAL LIMITED — Annual Report 2015
Sep 29, 2015
64771_rns_2015-09-29_57cf6b85-cbfa-4aa1-a4f1-cfe501db8c15.pdf
Annual Report
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DGR GLOBAL LIMITED AND CONTROLLED ENTITIES ACN: 052 354 837
ANNUAL REPORT 2015
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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.au
AUSTRALIAN BUSINESS NUMBER
ABN 67 052 354 837
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CONTENTS
CHAIRMANS REPORT ...........................................................................4 REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS ..................................5 DIRECTORS’ REPORT......................................................................... 13 AUDITOR’S INDEPENDENCE DECLARATION................................................ 32 SHAREHOLDER INFORMATION .............................................................. 33 INTEREST IN TENEMENTS.................................................................... 35 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ............................. 36 CONSOLIDATED STATEMENT OF FINANCIAL POSITION................................... 37 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY................................... 38 CONSOLIDATED STATEMENT OF CASH FLOWS............................................ 39 NOTES TO THE FINANCIAL STATEMENTS .................................................. 40 DIRECTORS’ DECLARATION ................................................................. 86 INDEPENDENT AUDITOR’S REPORT......................................................... 87
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CHAIRMANS REPORT
Dear Shareholders,
It is with great pleasure I present this years report.
In the previous two years I have commented on the challenging market conditions being faced by the Exploration Industry in general and the junior section in particular. I have always expressed my faith and belief in the expertise of our dedicated and hardworking team and my confidence that our model and their efforts would succeed and benefit our shareholders. This year has seen enormous progress along that path and I will summarise briefly our progress and highlights. A more detailed analysis will be contained in the Review of Operations.
The year saw the completion of the Takeover of Orbis Gold Ltd at a final price of $0.713 per share netting $26million dollars for DGR Global Ltd. I referred to Orbis Gold Ltd in my report last year and illustrated the many years of planning and work that its team had contributed to build it into the company it was becoming. A big thank you and congratulations to its leadership, Board and staff.
Ironridge, an iron ore explorer with significant prospects in Gabon and another of DGR’s daughter companies raised $19.75 Million and listed in London on the AIM market in February.This was at a time when iron ore miners were under severe pressure worldwide and was as far as I am aware the only iron ore company to successfully float during the year, pivotal to its success and the recognised expertise of our team and quality of the prospect was the ability of our management to attract Sumitomo and Assore as cornerstone investors. This reflects not only on the quality of the project but moreso on the expertise of our team involved in the project. I would particularly like to recognise the unswerving faith and efforts of Vincent Mascolo, my fellow director and now CEO of Ironridge, Nick Mather, Karl Schlobohm and Priy Jayasuriya in making this happen.
Armour Energy Ltd has made great progress and again reflects the hard work and expertise of its management led by Nick Mather and Robbert de Weijer. As I write in the last fortnight Armour has:
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Announced it has entered binding agreements with American Energy Partners (“AEP”) which could lead to US$130million being spent by AEP on exploration on Armour's Northern Territory Prospects to earn a 75% interest.
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Announced it is acquiring significant oil gas and infrastructure assets in the highly prospective Roma area from Origin which will turn it into production.
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Itself been the subject of an unsolicited and undervalued takeover offer by Westside Corporation at 12 cents per share.
SolGold continues to impress with the drilling results emanating from its Cascabel project in Ecuador and we look forward to continued resource delineation and wider recognition of the quality of this project
Navaho is being repositioned with a new focus on coal and energy particularly in Argentina. The Board has worked tirelessly on this transition and I thank them accordingly.
Aus Tin is progressing and about to start trial mining at its Taronga prospect which should lead to commercialisation of this project. In addition it is undertaking due diligence on a Tasmanian tin property that may lead to the generation of an early cash flow. Whilst tin may not be the flavour of the month at the moment historically well managed tin producers have done well and should continue to do so.
It has been a busy year and capped by the payment of a maiden dividend in July 2015.
I would like to thank our staff, Directors and consultants for their loyalty and dedication beyond the call of duty. I have mentioned some already but in particular would like to recognise Nick Mather for his leadership and enthusiasm, Karl Schlobohm and Priy Jayasuriya for their ability to cope with a maze of regulatory compliance in many jurisdictions and an ability to not tire under enormous pressure, Greg Runge for his tenement and general management, my fellow directors Brian Moller and Vincent Mascolo for their sage input and above all, you our shareholders for sticking with us.
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Bill Stubbs Chariman
DGR Global Limited annual report for the year ended 30 June 2015
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REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS
Introduction
DGR Global’s business is resource-project generation and discovery across a range of commodities, including copper, gold, nickel, tin, iron ore, titanium, bauxite, coal, oil and gas. The group focuses on delivering value through discovery of ore bodies by the application of innovative exploration techniques and reassessment strategies of existing pre-development projects and to new greenfields areas. DGR Global is generating and developing several independently funded and managed resource companies in order to progress each of these projects. The company maintains its cornerstone investor position in subsidiaries that move to listing on a recognised stock exchange as illustrated in the following Figure 1.
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Figure 1: DGR Global created listed investments (at 15[th] September 2015)
Corporate
There were several highlights for the company during 2015:
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Orbis Gold Limited (ASX: OBS) which was floated as Mt Isa Metals Limited by DGR in August 2008 was the subject of a takeover by Canadian based gold miner SEMAFO in March 2015 for AUD 0.714 per share. This delivered DGR over AUD 26 million for its cornerstone shareholding of 36.5 million shares.
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IronRidge Resources Limited (LSE AIM: IRR) was successfully floated on the AIM market of the LSE in February 2015, with strong financial backing of JSE listed South African mining specialist Assore Limited and Japanese global trading house Sumitomo as new cornerstone investors with DGR raising approximately AUD 19 million in the IPO.
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The company paid a maiden fully franked special dividend of 0.25 cents per share, the first of an intended program of judicious dividend payments to shareholders.
DGR Global Limited annual report for the year ended 30 June 2015
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Strategic decisions taken during the year included:
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Rejuvenating Archer Resources Limited as a zinc-copper-gold company (refer later section).
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Supporting Aus Tin Mining (Tin) and Navaho Gold (Coal) in development and diversification projects (refer later sections).
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Supporting Armour Energy in the major farm-in arrangement with American Energy Partners in the NT shale gas tenements, and the acquisition of the Origin Roma area gas production and distribution business (refer later section).
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Stepping back from uranium/rare earths exploration as the NSW government failed to lift the ban on uranium mining, and the new state government affirmed its intention to reinstate the total ban on uranium mining in Qld.
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Terminated copper exploration in Zambia following the change in government policy which saw royalties on copper production lifted to unsustainable levels.
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Applied for substantial exploration areas over bauxite occurrences in southern Qld (refer later section).
Investments in Listed Companies
Armour Energy Limited (24.7%) – ASX: AJQ
www.armourenergy.com.au
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Holds highly prospective whole basin oil and gas positions in Northern Territory and North West Qld covering 139,000 km[2] , and a track record of exploration success.
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Binding Agreements signed with American Energy for US$130 million farm-out of NT petroleum areas, 9.9% placement @ 20 cents per share, and additional cash payments of up to US$23 million to Armour[1] .
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Executed agreements to acquire petroleum resources, tenures, and production and transportation infrastructure assets on the Roma Shelf from Origin Energy. Planned program to recommission plants and wells to bring on production and early cash flow[2] .
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Wholly owned subsidiary Ripple Resources Pty Ltd emerges as a highly prospective lead-zinc explorer with over 20,000 km[2] under application or tenure in Northern Australia[3] .
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Hostile unsolicited takeover offer received from Westside Corporation Ltd[4] .
SolGold plc (9.8%) – LSE: SOLG
www.solgold.com.au
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Focus on discovery of a world class high grade copper gold porphyry system at Cascabel in Ecuador. Cascabel is close to the capital and ports, has low elevation, adequate water supplies and access to power.
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Final assay results from drill hole CSD-13-005 confirm discovery of a large scale, high grade porphyry system at the Alpala Prospect. The hole terminated at 1370 m whilst still in mineralisation, at limit of the rig capability[5] .
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Drilling program continues with the introduction of a second drilling rig to fast-track future results.
IronRidge Resources Limited (26.33%) – LSE: IRR
www.ironridgeresources.com.au
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Highly prospective hematite rich iron targets evident in Tchibanga and Belinga Sud licence areas in Gabon - total tenure 5,400 km[2] . Tchibanga is less than 70 km from the port of Mayumba.
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Assore Limited and Sumitomo Corporation secured as cornerstone investors for successful IronRidge Resources IPO and listing on LSE – AIM in first quarter 2015[6] .
Aus Tin Mining Limited (19.96%) – ASX: ANW www.austinmining.com.au
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Maiden JORC resource estimate confirms Taronga as a world class tin project.
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Metallurgical flow sheet completed for Taronga pre-feasibility study. Ore described as coarse grained, having simple metallurgy, and highly amenable to pre-concentration[7] .
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The Pre-Feasibility Study released to the ASX on 7 April 2014 confirms the technical and economic viability of the Taronga Tin Project and highlights areas of potential economic upside[8] .
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Progressing low CAPEX development option at Taronga, with active exploration program at McDonalds and other nearby prospects.
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Evaluating potential near-term small scale production operation at Granville East in Tasmania.
DGR Global Limited annual report for the year ended 30 June 2015
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Navaho Gold Limited (19.55%) – ASX: NVG
www.navahogold.com
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Subsidiary Navgas Pty Ltd granted ATP 1183 Roma Shelf in Qld. The Roma Shelf is considered highly prospective for oil, gas and condensate and surrounds existing producing oil fields with close proximity to existing pipeline infrastructure[9] .
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Acquisition of prospective thermal and metallurgical coal projects in Argentina and appointment of Messrs. Neil Stuart and David Mason as Directors of Navaho Gold[10] .
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Economic turnaround in Argentina is expected to drive requirement for new power generation capacity, and Navaho is considering state of the art coal fired power generation opportunities[11] .
Exploration and Development of Unlisted Subsidiaries and Projects
During the year the group was strongly focused on advancing exploration projects within the parent and subsidiary companies. Field reconnaissance programs including mapping, soil, and stream and rock sampling were undertaken.
Significant activities which occurred during the year included:
DGR Global Limited
- Following an extensive drilling program using equipment mounted on a pontoon (see Figure 2) the company completed an assessment of the gold and silver resources remaining in the tailings at the former Shamrock Mine . Sixty one holes were drilled, and a JORC 2012 compliant Mineral Resource reported to the ASX on 4 August 2014[12] .
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Figure 2: Drilling Pontoon on Shamrock Tailings Dam
Archer Resources Limited (67%)
Archer is focussed on the discovery and development of zinc, copper, gold and silver 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 Great Blackall (see Figure 3).
DGR Global Limited annual report for the year ended 30 June 2015
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Figure 3: Map showing location of Archer Resources exploration tenements in Eastern Queensland
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 4, 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 5) there are widespread areas of breccia vein stockworks and disseminations of generally low grade but with locally richer patches that have supported small underground 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 Limited annual report for the year ended 30 June 2015
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Figure 4: Location of the main prospects within the Mt Abbott Project Area
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Figure 5: Marodian Cu Mo Au system targets (with historical soil chemistry)
During May-June 2015 Archer and DGR geoscientists reviewed all the historical drill data for the Ban Ban Zinc Deposit (held on MDL 409). The tenement has an orebody that had historically been deemed too small to be economic. For the first time the historic drilling data has been modelled in 3D and has revealed significant areas where little is known, and confirms that the deposit may be open to the north but most certainly is open at depth. This is clearly evident in the long section shown in Figure 6.
DGR Global Limited annual report for the year ended 30 June 2015
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Based on 3D modelling of the historical drill data the company has internally generated an exploration target of approximately 2 million tonnes to approximately 5 million tonnes grading approximately 7% zinc to approximately 10% zinc and approximately 8 g/t silver to approximately 10 g/t silver. It should be noted that the potential grade and tonnage is conceptual in nature, that there has been insufficient exploration to estimate a mineral resource, and that it is uncertain if future exploration drilling will result in the estimation of an economic mineral resource. Archer Resources is currently undertaking a seed raising to raise $1.5 m by the issue of 30 million shares @ 5 cents per share. A significant portion of the funds raised will be used in a new drilling program at Ban Ban with the aim of testing the model for the exploration target and delivering an initial JORC compliant resource within 12 months. Funds will also be spent to advance exploration at key project areas such as Mt. Abbot, Calgoa, Three Sisters, Gayndah and Pinnacle. Initial review will also be commenced on new tenements at Great Blackall and Hawkwood.
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Figure 6: Long section screen shot of Ban Ban Zinc Deposit modelled in 3D Software
Pinnacle Gold Pty Ltd (94%)
- New EPM 25525 granted over prospective gold targets situated between the former Black Jack and Mt Leyshon Mines near Charters Towers (see Figure 7), and additional four adjacent applications lodged.
DGR Global Limited annual report for the year ended 30 June 2015
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Figure 7: Location of EPM 25525 between the former Black Jack and Mt Leyshon Mines
Coolgarra Minerals Pty Ltd (100%)
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Coolgarra holds two EPMs north of Greenvale prospective for gold and antimony, and an EPM west of Gladstone prospective for chromite. The Greenvale Project Area covers substantial historic gold workings, with identified initial prospects at “Janelle’s Hope” and “Wades”. The Wades Prospect has –
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two parallel belts > 5 km in length see Figure 8.
DGR Global Limited annual report for the year ended 30 June 2015
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– Figure 8: Pandanus Creek EPM old workings and soil anomalies on Magnetics
Albatross Bauxite Pty Ltd (100%)
- A new subsidiary focussed on bauxite that has recently lodged six EPM applications in eastern Queensland.
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 one unlisted subsidiary that is being prepared for listing within the next 12 – 18 months. 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, antimony, chromite and bauxite.
Footnotes:
- 1AJQ ASX Releases 20/8 and 11/9/15 3AJQ ASX Release 31/7/15
5SOLG LSE Release 24/3/14
7ANW ASX Release 23/10/13 9NVG ASX Release 18/9/14 11NVG ASX Release 26/8/15
2AJQ ASX Release 2/9/15
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4AJQ ASX Releases 31/8, 9/9 and 14/9/15
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6DGR ASX Release 13/2/15
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8ANW ASX Release 7/4/14 10NVG ASX Releases 3/10 and 22/12/14 12DGR ASX Release 4/8/14
Competent Persons Statement
The information herein that relates to Exploration Targets and 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 2012 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 2015
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DIRECTORS’ REPORT
Your Directors submit their report for the year ended 30 June 2015.
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 Vincent Mascolo
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 (resigned 22 November 2013)
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
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Orbis Gold Ltd (resigned 16 February 2015)
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Aus Tin Mining 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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IronRidge Resources Ltd, which is listed on the London Stock Exchange (AIM)
DGR Global Limited annual report for the year ended 30 June 2015
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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 HopgoodGanim. He was admitted as a solicitor in 1981 and has been a partner since 1983. He practices almost exclusively in the corporate area with an emphasis on capital raising, mergers and acquisitions.
He holds an LLB Hons from the University of Queensland and is a member of the Australian Mining and Petroleum Law Association.
Mr Moller acts for many public listed resource and industrial companies and brings a wealth of experience and expertise to the board particularly in the corporate regulatory and governance areas. During the past three years Mr Moller has also served as a director of the following listed companies:
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Aus Tin Mining Ltd
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Platina Resources Ltd
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Navaho Gold Ltd
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SolGold plc, which listed on the London Stock Exchange (AIM)
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Buccaneer Energy Ltd (appointed 2 July 2013, resigned 29 November 2013)
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Aguia Resources Ltd (appointed 18 December 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 serves as Managing Director of London Stock Exchange listed (AIM) IronRidge Resources Ltd.
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 | 2,625,000 |
| Nicholas Mather | 58,605,599 | 4,750,000 |
| Brian Moller | 1,883,694 | 2,625,000 |
| Vincent Mascolo | 4,000,000 | 2,000,000 |
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. He currently acts as the Company Secretary for ASX-listed DGR Global Limited, Aus Tin Mining Limited, Armour Energy Limited and LSE(AIM)-listed SolGold Plc and IronRidge Resources Ltd.
DGR Global Limited annual report for the year ended 30 June 2015
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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
On 26 June 2015, the company announced a fully franked dividend of $0.0025 per share. The dividend was subsequently paid on the 31 July 2015.
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 2 April 2015 2,038,409 shares were issued at an average price of $0.0288, being conversion to equity of interest payable on convertible note for the period 16 May 2014 to 15 May 2015 at the note holder’s election.
Options
On 2 April 2015, 4,400,000 unlisted options exercisable at $0.065, expiring 14 April 2016 were issued to executives and employees as remuneration and incentive.
Position at 30 June 2015 and Position at the Date of this Report
Financial position
The net assets of the Group have increased by $690,284 to $36,507,790 as at 30 June 2015 from $35,817,506 as at 30 June 2014. This increase has largely resulted from:
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Increase in value of Orbis Gold Ltd investment prior to sale and the subsequent sale converting the investment to cash;
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Increase in value of investment in IronRidge Resources Ltd upon deconsolidation from the Group and successful listing on London Stock Exchange (AIM);
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Decrease in the Group’s investment in Armour Energy Ltd ;
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Decrease in the Group’s investment in SolGold Plc.
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 2015
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DIRECTORS’ REPORT (continued)
Liquidity and funding
On 3 March 2015, the Group sold its remaining 36,535,449 shares in Orbis Gold Ltd at $0.713 which injected cash of $26,049,775 into the Group. At 30 June 2015 the cash balance of the Group was $19,636,608.
OPERATING RESULTS
For the year ended 30 June 2015, the Group profit after income tax was $6,551,094 (2014 loss of $7,251,697).
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 13 July 2015, 2,500,000 DGR Global Ltd unlisted options were issued to an employee under the Employee Share Option Plan. The options consist of two tranches. 1,000,000 unlisted options to take up one ordinary share at a price of 6.5 cents, exersisable through to 10 July 2016 and 1,500,000 unlisted options to take up one ordinary share at a price of 12 cents exercisable through to 29 May 2017.
On 31 July 2015, DGR Global Ltd paid a fully franked dividend of $0.0025 per share as previously announced to the market on 26 June 2015. $813,401 was paid as cash dividends and $222,215 was paid through the issue of shares under the Company’s Dividend Reinvestment Plan. A total of 7,407,167 shares were issued at a price of $0.03 per share.
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 $838,778. 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 2015
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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. During the year the Group did not engage the services of Remuneration consultants.
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 2015 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 2015 there were no performance based salary increases or bonuses paid and no options issued that were performance related.
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 2015
17
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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 2015 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:
| 2011 | 2012 | 2013 | 2014 | 2015 | |
|---|---|---|---|---|---|
| Share price at year end | $0.10 | $0.06 | $0.024 | $0.03 | $0.036 |
| Dividend declared | - | - | - | - | $0.0025 |
During the year ended 30 June 2015 the market price of the Company’s ordinary shares ranged from a low of $0.025 to a high of $0.05.
On 26 June 2015, the Company announced a fully franked dividend of $0.0025 per share. The dividend was subsequently paid on the 31 July 2015.
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 between 1 and 3 months notice periods. 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. The agreement was last updated on 1 July 2015. Samuel Capital Pty Ltd will provide Nicholas Mather as the managing Director of DGR Global Ltd for a base fee of $250,000 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 (6 months where triggered by a change of control);
-
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, other than the agreed notice periods.
DGR Global Limited annual report for the year ended 30 June 2015
18
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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 are the Senior Executives of the Company:
Greg Runge General Manager Karl Schlobohm Company Secretary Priy Jayasuriya Chief Financial Officer Barry Stoffell Chief Geologist, New Opportunities Group (resigned 30 June 2015) Amanda Geard Business Generation, New Opportunities Group (resigned 30 June 2015) Neil Wilkins Exploration Manager
DGR Global Limited annual report for the year ended 30 June 2015
19
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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 payments | Share based payments | Total | Consisting | Consisting of | |
|---|---|---|---|---|---|---|---|---|---|---|
| employment | Equity settled | of options | performance | |||||||
| related | ||||||||||
| Salary & | Cash bonus | Other | Superannuation | Options | Shares | |||||
| fees | ||||||||||
| $ | $ | $ | $ | $ | $ | $ | % | % | ||
| Bill Stubbs | ||||||||||
| - | 2015 | 70,000 | - | 7,190 | - | - | - | 77,190 | - | - |
| - | 2014 | 70,000 | - | 7,146 | - | 41,627 | - | 118,773 | 35% | - |
| Nicholas Mather~~1~~ | ||||||||||
| - | 2015 | 311,913 | - | 21,590 | - | - | - | 333,503 | - | - |
| - | 2014 | 328,580 | - | 12,846 | - | 94,733 | - | 436,159 | 22% | - |
| Brian Moller | ||||||||||
| - | 2015 | 50,000 | - | 7,190 | - | - | - | 57,190 | - | - |
| - | 2014 | 50,000 | - | 7,146 | - | 41,627 | - | 98,773 | 42% | - |
| Vincent Mascolo~~1~~ | ||||||||||
| - | 2015 | 155,000 | - | 7,190 | - | - | - | 162,190 | - | - |
| - | 2014 | 292,500 | - | 7,146 | - | 70,533 | 215,200 | 585,379 | 12% | - |
| Sub-total remuneration | ||||||||||
| - | 2015 | 586,913 | - | 43,160 | - | - | - | 630,073 | ||
| - | 2014 | 741,080 | - | 34,284 | - | 248,520 | 215,200 | 1,239,084 |
1Includes remuneration from IronRidge Resources Ltd until the date of deconsolidation, 12 February 2015.
DGR Global Limited annual report for the year ended 30 June 2015
20
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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 | **Consisting ** | of |
|---|---|---|---|---|---|---|---|---|---|---|
| Management | employment | payments | of options | performance | ||||||
| Personnel | Equity | settled | related | |||||||
| Salary & | Cash bonus | Other | Superannuation | Options | Shares | |||||
| fees | ||||||||||
| $ | $ | $ | $ | $ | $ | $ | % | % | ||
| Greg Runge | ||||||||||
| - 2015 |
155,611 | - | 16,790 | 14,783 | 6,935 | - | 194,119 | 4% | - | |
| - 2014 |
147,354 | - | 12,846 | 13,630 | 33,170 | - | 207,000 | 16% | - | |
| Karl Schlobohm | ||||||||||
| - 2015 |
171,000 | - | 7,190 | - | 6,935 | - | 185,125 | 4% | - | |
| - 2014 |
170,000 | - | 7,146 | - | 33,170 | - | 210,316 | 16% | - | |
| Neil Wilkins | ||||||||||
| - 2015 |
37,800 | - | - | - | 3,467 | - | 41,267 | 8% | ||
| - 2014 |
51,275 | - | - | - | 26,700 | - | 77,975 | 34% | - | |
| Priy Jayasuriya | ||||||||||
| - 2015 |
211,009 | - | 13,190 | 20,046 | 6,935 | - | 251,180 | 3% | ||
| - 2014 |
211,009 | - | 12,846 | 19,518 | 33,170 | - | 276,543 | 12% | - | |
| Amanda Geard~~1~~ | ||||||||||
| - 2015 |
249,715 | - | - | - | - | - | 249,715 | - | - | |
| - 2014 |
269,936 | - | - | - | 61,441 | 201,375 | 532,752 | 12% | - | |
| Barry Stoffell~~2~~ | ||||||||||
| - 2015 |
249,715 | - | - | - | - | - | 249,715 | - | - | |
| - 2014 |
269,936 | - | - | - | 61,441 | 201,375 | 532,752 | 12% | - | |
| Sub-total | ||||||||||
| remuneration | ||||||||||
| - 2015 |
1,074,850 | - | 37,170 | 34,829 | 24,272 | - | 1,171,121 | |||
| - 2014 |
1,119,510 | - | 32,838 | 33,148 | 249,092 | 402,750 | 1,837,338 | |||
| Total remuneration | ||||||||||
| - 2015 |
1,661,763 | - | 80,330 | 34,829 | 24,272 | - | 1,801,194 | |||
| - 2014 |
1,860,590 | - | 67,122 | 33,148 | 497,612 | 617,950 | 3,076,422 |
1Ms Amanda Geard resigned as the Business Generation, New Opportunities Group effective 30 June 2015.
2Mr Barry Stoffell resigned as Chief Geologist, New Opportunities Group effective 30 June 2015.
DGR Global Limited annual report for the year ended 30 June 2015
21
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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 2015 (2014: nil).
Shares and options issued in DGR Global Ltd as part of remuneration for the year ended 30 June 2015.
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 issued in DGR Global Ltd to directors or key management personnel during the year. The terms and conditions of the grant of options over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follow:
| Grant date | Vesting date and exercisable date |
Expiry date | Exercise price | Fair value per option at grant date |
|
|---|---|---|---|---|---|
| Key Management | |||||
| Personnel | 15/04/2015 | 15/04/2015 | 14/04/2016 | $0.065 | $0.0069 |
| Options |
Options granted carry no dividend or voting rights. There was no amount paid or payable by the recipients
The number of options over ordinary shares granted to and vested by directors and other key management personnel by as part of compensation during the year ended 30 June 2015 are set out below:
| Number of options | Number of options | |
|---|---|---|
| granted during the | vested during the | |
| year 2015 | year 2015 | |
| Directors | ||
| Bill Stubbs | - | - |
| Nicholas Mather | - | - |
| Brian Moller | - | - |
| Vincent Mascolo | - | - |
| Other Key | ||
| Management | ||
| Personnel | ||
| Greg Runge | 1,000,000 | 1,000,000 |
| Karl Schlobohm | 1,000,000 | 1,000,000 |
| Neil Wilkins | 500,000 | 500,000 |
| Priy Jayasuriya | 1,000,000 | 1,000,000 |
| Amanda Geard | - | - |
| BarryStoffell | - | - |
| Total | 3,500,000 | 3,500,000 |
All options issued will convert to 1 share in DGR Global Limited on exercise.
DGR Global Limited annual report for the year ended 30 June 2015
22
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DIRECTORS’ REPORT (continued)
Remuneration Report (Audited) (continued)
| Value of | Value of | Value of options | Remuneration | Vested | ||
|---|---|---|---|---|---|---|
| options | options | lapsed during the | consisting of DGR | Options | ||
| granted | exercised | year | Global Ltd options | |||
| during the | during the | for the year | ||||
| year | year | |||||
| $ | $ | $ | % | % | ||
| Directors | ||||||
| Bill Stubbs | - | - | - | - | - | |
| Nicholas Mather | - | - | - | - | - | |
| Brian Moller | - | - | - | - | - | |
| Vincent Mascolo | - | - | - | - | - | |
| Other Key | ||||||
| Management | ||||||
| Personnel | ||||||
| Greg Runge | 6,935 | - | - | 4% | 100% | |
| Karl Schlobohm | 6,935 | - | - | 4% | 100% | |
| Neil Wilkins | 3,467 | - | - | 8% | 100% | |
| Priy Jayasuriya | 6,935 | - | - | 3% | 100% | |
| Amanda Geard | - | - | - | - | - | |
| BarryStoffell | - | - | - | - | - | |
| Total | 24,272 | - | - |
Shares issued on exercise of remuneration options
There were no options exercised into ordinary shares by employees during the year that were previously granted as remuneration. No options were exercised into ordinary shares since the 30 June 2015.
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.
DGR Global Limited annual report for the year ended 30 June 2015
23
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DIRECTORS’ REPORT (continued)
Remuneration Report (Audited) (continued)
Additional disclosures relating key management personnel
Shareholding
The number of shares in the company and controlled subsidiaries held during the financial year by each director and other member of the key management personnel of the consolidated entity, including their personally related parties is set out below:
DGR Global Ltd
| Balance at the start of the year |
Received as part of remuneration |
Received on exercise of options |
Other# | Balance at the end of the year |
||
|---|---|---|---|---|---|---|
| Directors | ||||||
| Bill Stubbs | 1,422,466 | - | - | - | 1,422,466 | |
| Nicholas Mather | 55,134,278 | - | - | 3,471,321 | 58,605,599 | |
| Brian Moller | 1,883,694 | - | - | 250,000 | 2,133,694 | |
| Vincent Mascolo | 3,569,733 | - | - | 430,267 | 4,000,000 | |
| Other Key | ||||||
| Management | ||||||
| Personnel | ||||||
| Greg Runge | 5,561,382 | - | - | 366,396 | 5,927,778 | |
| Karl Schlobohm | 2,535,638 | - | - | 50,002 | 2,585,640 | |
| Neil Wilkins | 3,152,857 | - | - | 1,300,000 | 4,452,857 | |
| Priy Jayasuriya | 68,000 | - | - | 10,000 | 78,000 | |
| Amanda Geard | - | - | - | - | - | |
| BarryStoffell | - | - | - | - | - | |
| Total | 73,328,048 | - | - | 5,877,986 | 79,206,034 |
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 the end of the year.
Archer Resources Ltd
| Balance at the start of the year |
Received as part of remuneration |
Received on exercise of options |
Other | Balance at the end of the year |
||
|---|---|---|---|---|---|---|
| Directors | ||||||
| Bill Stubbs | - | - | - | - | - | |
| Nicholas Mather | - | - | - | - | - | |
| Brian Moller | 100,000 | - | - | - | 100,000 | |
| Vincent Mascolo | 100,000 | - | - | - | 100,000 | |
| Other Key | ||||||
| Management | ||||||
| Personnel | ||||||
| Greg Runge | 100,000 | - | - | 300,000 | 400,000 | |
| Karl Schlobohm | - | - | - | - | - | |
| Neil Wilkins | - | - | - | - | - | |
| Priy Jayasuriya | - | - | - | - | - | |
| Amanda Geard | - | - | - | - | - | |
| BarryStoffell | - | - | - | - | - | |
| Total | 300,000 | - | - | 300,000 | 600,000 |
There were no shares held nominally at the end of the year.
DGR Global Limited annual report for the year ended 30 June 2015
24
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DIRECTORS’ REPORT (continued)
Remuneration Report (Audited) (continued)
Additional disclosures relating key management personnel (continued)
IronRidge Resources Ltd
| Balance at the start of the year |
Received as part of remuneration |
Received on exercise of options |
Other# | Balance at the end of the year |
||
|---|---|---|---|---|---|---|
| Directors | ||||||
| Bill Stubbs | - | - | - | - | - | |
| Nicholas Mather | 1,303,703 | - | - | (1,303,703) | - | |
| Brian Moller | - | - | - | - | - | |
| Vincent Mascolo | 7,910,291 | - | - | (7,910,291) | - | |
| Other Key | ||||||
| Management | ||||||
| Personnel | ||||||
| Greg Runge | 500,000 | - | - | (500,000) | - | |
| Karl Schlobohm | 292,500 | - | - | (292,500) | - | |
| Neil Wilkins | 660,000 | - | - | (660,000) | - | |
| Priy Jayasuriya | - | - | - | - | - | |
| Amanda Geard | 2,685,000 | - | - | (2,685,000) | - | |
| BarryStoffell | 2,685,000 | - | - | (2,685,000) | - | |
| Total | 16,036,494 | - | - | (16,036,494) | - |
Net Change Other includes the balance of shares held on appointment / resignation, shares held on deconsolidation from the Group, 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 the end of the year.
Pinnacle Gold Pty Ltd
| Balance at the start of the year |
Received as part of remuneration |
Received on exercise of options |
Other | Balance at the end of the year |
|||
|---|---|---|---|---|---|---|---|
| Directors | |||||||
| Bill Stubbs | 200,000 | - | - | - | 200,000 | ||
| Nicholas Mather | 200,000 | - | - | - | 200,000 | ||
| Brian Moller | - | - | - | - | - | ||
| Vincent 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 | ||
| Amanda Geard | - | - | - | - | - | ||
| BarryStoffell | - | - | - | - | - | ||
| Total | 1,650,000 | - | - | - | 1,650,000 |
There were no shares held nominally at the end of the year.
DGR Global Limited annual report for the year ended 30 June 2015
25
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DIRECTORS’ REPORT (continued)
Remuneration Report (Audited) (continued)
Additional disclosures relating key management personnel (continued)
Option holding
The number of options over ordinary shares in the company and controlled subsidiaries held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
DGR Global Ltd
| Balance at the start of the year |
Granted as remuneration |
Exercised | Other# | Balance at the end of the year |
Vested at the end of the year |
Vested and exercisable at the end of the year |
Vested and unexercisable at the end of the year |
||
|---|---|---|---|---|---|---|---|---|---|
| Directors | |||||||||
| Bill Stubbs | 2,625,000 | - | - | - | 2,625,000 | 2,625,000 | 2,625,000 | - | |
| Nicholas Mather | 4,750,000 | - | - | - | 4,750,000 | 4,750,000 | 4,750,000 | - | |
| Brian Moller | 2,625,000 | - | - | - | 2,625,000 | 2,625,000 | 2,625,000 | - | |
| Vincent Mascolo | 2,000,000 | - | - | - | 2,000,000 | 2,000,000 | 2,000,000 | - | |
| Other Key | |||||||||
| Management | |||||||||
| Personnel | |||||||||
| Greg Runge | 1,500,000 | 1,000,000 | - | - | 2,500,000 | 2,500,000 | 2,500,000 | - | |
| Karl Schlobohm | 1,500,000 | 1,000,000 | - | - | 2,500,000 | 2,500,000 | 2,500,000 | - | |
| Neil Wilkins | 1,500,000 | 500,000 | - | - | 2,000,000 | 2,000,000 | 2,000,000 | - | |
| Priy Jayasuriya | 1,800,000 | 1,000,000 | - | (300,000) | 2,500,000 | 2,500,000 | 2,500,000 | - | |
| Amanda Geard | 4,000,000 | - | - | (2,500,000) | 1,500,000 | 1,500,000 | 1,500,000 | - | |
| BarryStoffell | 4,000,000 | - | - | (2,500,000) | 1,500,000 | 1,500,000 | 1,500,000 | - | |
| Total | 26,300,000 | 3,500,000 | - | (5,300,000) | 24,500,000 | 24,500,000 | 24,500,000 | - |
Other includes the balance of options held on appointment / resignation, options held on deconsolidation from the Group, and options expired during the period.
DGR Global Limited annual report for the year ended 30 June 2015
26
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DIRECTORS’ REPORT (continued)
Remuneration Report (Audited) (continued)
Additional disclosures relating key management personnel (continued)
Archer Resources Ltd
| Balance at the start of the year |
Granted as remuneration |
Exercised | Other# | Balance at the end of the year |
Vested at the end of the year |
Vested and exercisable at the end of the year |
Vested and unexercisable at the end of the year |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Directors | ||||||||||
| Bill Stubbs | - | - | - | - | - | - | - | - | ||
| Nicholas Mather | - | - | - | - | - | - | - | - | ||
| Brian Moller | - | - | - | - | - | - | - | - | ||
| Vincent Mascolo | - | - | - | - | - | - | - | - | ||
| Other Key | ||||||||||
| Management | ||||||||||
| Personnel | ||||||||||
| Greg Runge | - | - | - | - | - | - | - | - | ||
| Karl Schlobohm | 300,000 | - | - | (300,000) | - | - | - | - | ||
| Neil Wilkins | - | - | - | - | - | - | - | - | ||
| Priy Jayasuriya | - | - | - | - | - | - | - | - | ||
| Amanda Geard | - | - | - | - | - | - | - | - | ||
| BarryStoffell | - | - | - | - | - | - | - | - | ||
| Total | 300,000 | - | - | (300,000) | - | - | - | - |
Other includes the balance of options held on appointment / resignation, options held on deconsolidation from the Group, and options expired during the period.
DGR Global Limited annual report for the year ended 30 June 2015
27
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DIRECTORS’ REPORT (continued)
Remuneration Report (Audited) (continued)
Additional disclosures relating key management personnel (continued)
IronRidge Resources Ltd
| Balance at the start of the year |
Granted as remuneration |
Exercised | Other# | Balance at the end of the year |
Vested at the end of the year |
Vested and exercisable at the end of the year |
Vested and unexercisable at the end of the year |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Directors | ||||||||||
| Bill Stubbs | - | - | - | - | - | - | - | - | ||
| Nicholas Mather | 1,500,000 | - | - | (1,500,000) | - | - | - | - | ||
| Brian Moller | - | - | - | - | - | - | - | - | ||
| Vincent Mascolo | 3,000,000 | - | - | (3,000,000) | - | - | - | - | ||
| Other Key | ||||||||||
| Management | ||||||||||
| Personnel | ||||||||||
| Greg Runge | 500,000 | - | - | (500,000) | - | - | - | - | ||
| Karl Schlobohm | 500,000 | - | - | (500,000) | - | - | - | - | ||
| Neil Wilkins | - | - | - | - | - | - | - | - | ||
| Priy Jayasuriya | 500,000 | - | - | (500,000) | - | - | - | - | ||
| Amanda Geard | 2,685,000 | - | - | (2,685,000) | - | - | - | - | ||
| BarryStoffell | 2,685,000 | - | - | (2,685,000) | - | - | - | - | ||
| Total | 11,370,000 | - | - | (11,370,000) | - | - | - | - |
Other includes the balance of options held on appointment / resignation, options held on deconsolidation from the Group, and options expired during the period.
DGR Global Limited annual report for the year ended 30 June 2015
28
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DIRECTORS’ REPORT (continued)
Remuneration Report (Audited) (continued)
Additional disclosures relating key management personnel (continued)
Loans to Directors and Key Management Personnel
There were no loans made, guaranteed or secured to directors and key management personnel by the entity or any of its controlled entities.
Other transactions with Key Management Personnel
-
(i) Mr Brian Moller (a Director), is a partner in the firm Hopgood Ganim Lawyers. Hopgood Ganim Lawyers were paid $247,992 (2014: $331,973) 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 2015 there was a balance of $7,967 owing (2014: $258,991) included within current liabilities.
-
(ii) On 28 February 2014, Billted Investments, an entity associated with DGR Global Chairman Mr Bill Stubbs provided a secured loan for $500,000 at an interest rate of 12% per annum. The loan was secured by 2,816,901 Orbis Gold Ltd shares. The loan was repaid in full on 2 December 2014. A total of $25,315 (2014: $24,658) interest was accrued and paid during the year ended 30 June 2015.
-
(iii) On 5 March 2014, Mather Investments, an entity associated with DGR Global CEO and Managing Director Mr Nicholas Mather provided a secured loan for $200,000 at an interest rate of 12% per annum. The loan was secured by 1,126,760 Orbis Gold Ltd shares. The loan was repaid in full on 1 December 2014. A total of $9,995 (2014:$7,890) interest was accrued and paid during the year ended 30 June 2015.
(End of Remuneration Report)
DGR Global Limited annual report for the year ended 30 June 2015
29
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DIRECTORS’ REPORT (continued)
DIRECTORS’ MEETINGS
The number of meetings of Directors held during the period and the number of meetings attended by each Director were as follows:
| Board | Board | Audit & Risk Management | Audit & Risk Management | Remuneration & Nomination | Remuneration & Nomination | |
|---|---|---|---|---|---|---|
| Committee | Committee | |||||
| Number of | Meetings | Number of | Meetings | Number of | Meetings | |
| meetings | attended | meetings | attended | meetings held | attended | |
| held while | held while | while in | ||||
| in office | in office | office | ||||
| Nicholas Mather | 9 | 9 | N/A | N/A | N/A | N/A |
| Bill Stubbs | 9 | 9 | 2 | 2 | - | - |
| Brian Moller | 9 | 9 | 2 | 2 | - | - |
| Vincent Mascolo | 9 | 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 |
|---|---|---|---|
| 2 December 2013 | 30 November 2016 | $0.12 | 12,000,000 |
| 29 May 2014 | 29 May 2017 | $0.12 | 8,000,000 |
| 15 April 2015 | 14 April 2016 | $0.065 | 4,400,000 |
| 13 July 2015 | 29 May 2017 | $0.12 | 1,500,000 |
| 13 July2015 | 10 July2016 | $0.065 | 1,000,000 |
At the date of this report, there is no unissued ordinary shares of Archer Resources Ltd under option.
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 2015
30
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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 $3,500 Other assurance services related to IPO (BDO Australia) $49,864 Other assurance services related to IPO (BDO UK) $81,595
CORPORATE GOVERNANCE
In recognising the need for the highest standards of corporate behavior and accountability, the Directors of DGR Global Limited support the principles of good corporate governance. The Company’s Corporate Governance Statement has been released as a separate document and is located on our website at www.dgrglobal.com.au
AUDITORS INDEPENDENCE DECLARATION
The Auditor Independence Declaration forms part of the Directors Report and can be found on page 32.
Signed in accordance with a resolution of the Directors.
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Nicholas Mather Managing Director Brisbane Date: 29 September 2015
DGR Global Limited annual report for the year ended 30 June 2015
31
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Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au
Level 10, 12 Creek St Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia
DECLARATION OF INDEPENDENCE BY D P WRIGHT TO THE DIRECTORS OF DGR GLOBAL LIMITED
As lead auditor of DGR Global Limited for the year ended 30 June 2015, 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
-
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of DGR Global Limited and the entities it controlled during the period.
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D P Wright Director
BDO Audit Pty Ltd
Brisbane, 29 September 2015
32
DGR Global Limited annual report for the year ended 30 June 2015
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
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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 21 September 2015.
(a) Distribution Schedule
Fully Paid Ordinary Shares, and Unlisted Options
| Ordinary Shares | Ordinary Shares | Ordinary Shares | Unlisted $0.065 options exercisable on or before |
Unlisted $0.065 options exercisable on or before |
Unlisted $0.065 options exercisable on or before |
Unlisted $0.065 options exercisable on or before |
Unlisted $0.12 options exercisable on or before |
Unlisted $0.12 options exercisable on or before |
|
|---|---|---|---|---|---|---|---|---|---|
| 14 April | 2016 | 30 November 2016 | |||||||
| Number | Number of | Number | Number of | Number | Number of | ||||
| of holders | shares | of holders | options | of | options | ||||
| holders | |||||||||
| 1 – 1,000 | 201 | 16,713 | - | - | - | - | |||
| 1,001 – 5,000 | 203 | 636,027 | - | - | - | - | |||
| 5,001 – 10,000 | 251 | 2,152,457 | - | - | - | - | |||
| 10,001 – 50,000 | 517 | 13,662,060 | - | - | - | - | |||
| 50,001 – 100,000 | 148 | 11,800,213 | 4 | 400,000 | |||||
| 100,001 and over | 419 | 393,385,921 | 5 | 4,000,000 | 4 | 12,000,000 | |||
| Total | 1,739 | 421,653,391 | 9 | 4,400,000 | 4 | 12,000,000 | |||
| Unlisted | $0.065 options | Unlisted | $0.12 options | ||||||
| exercisable on or before | exercisable on or before | ||||||||
| 10 | July 2016 | 29 May 2017 | |||||||
| 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 | 1,000,000 | 11 | 9,500,000 | |||||
| Total | 1 | 1,000,000 | 11 | 9,500,000 |
The number of shareholders holding less than a marketable parcel of shares is 770 (holding a total of 4,268,391 ordinary shares).
(b) Substantial shareholders
The following parties are substantial shareholders in the Company:
| Name | Number of | % |
|---|---|---|
| Shares | ||
| Nicholas Mather* | 58,605,599 | 13.89 |
| Tenstar TradingLimited | 49,463,418 | 11.73 |
- 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 2015
33
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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 TRADING LTD * | 49,463,418 | 11.73 |
|---|---|---|---|
| 2 | NICHOLAS MATHER & JUDITH MATHER | 41,310,000 | 9.80 |
| 3 | BT PORTFOLIO SERVICES LIMITED | 16,700,000 | 3.96 |
| 4 | UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD | 11,770,839 | 2.79 |
| 5 | MR YEE TECK TEO | 11,637,920 | 2.76 |
| 6 | GURRAVEMBI INVESTMENTS PTY LTD | 9,000,000 | 2.13 |
| 7 | MATHER FOUNDATION LIMITED | 7,020,788 | 1.67 |
| 8 | MR JEFFREY DOUGLAS PAPPIN | 6,400,000 | 1.52 |
| 9 | SAMUEL HOLDINGS PTY LTD | 5,897,084 | 1.40 |
| 10 | WADLEY BICKLE PTY LTD | 5,142,856 | 1.22 |
| 11 | MR GUY LANCE JONES | 4,537,500 | 1.08 |
| 12 | ASCRY PTY LTD | 4,452,857 | 1.06 |
| 13 | MR VINCENT DAVID MASCOLO | 4,000,000 | 0.95 |
| 14 | LIMITS PTY LIMITED | 3,677,514 | 0.87 |
| 15 | PINEGOLD PTY LTD | 3,553,850 | 0.84 |
| 16 | HAYES PASTORAL CORPORATION PTY LTD | 3,500,000 | 0.83 |
| 17 | DR LEON EUGENE PRETORIUS | 3,491,287 | 0.83 |
| 18 | FORTUNATO PTY LTD | 3,491,072 | 0.83 |
| 19 | SAMUEL HOLDINGS PTY LTD | 3,471,321 | 0.82 |
| 20 | MR ANDREW THOMAS GLADMAN | 3,022,708 | 0.72 |
| Top 20 | 201,541,014 | 47.80 | |
| Total | 421,653,391 | 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 2015
34
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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 |
|---|---|---|---|
| EPMA 25976 Childers | Albatross Bauxite PtyLtd | 100 | Under Application |
| EPMA 25977 Howard | Albatross Bauxite PtyLtd | 100 | Under Application |
| EPMA 25981 Proston | Albatross Bauxite PtyLtd | 100 | Under Application |
| EPMA 25982 Thangool | Albatross Bauxite PtyLtd | 100 | Under Application |
| EPMA 25983 Aranbanga | Albatross Bauxite PtyLtd | 100 | Under Application |
| EPMA 25984 Gooroolba | Albatross Bauxite PtyLtd | 100 | Under Application |
| EPM 19379 Three Sisters | Archer Resources Ltd | 100 | 29-Jan-2018 |
| EPM 19411 Drummond North | Archer Resources Ltd | 100 | 08-Apr-2016 |
| EPM 19815 Kola South | Archer Resources Ltd | 100 | 04-Mar-2016 |
| EPM 25266 Whitehorse | Archer Resources Ltd | 100 | 21-Aug-2018 |
| EPM 25607 Kariboe Creek | Archer Resources Ltd | 100 | 23-Jun-2018 |
| EPMA 25948 Hawkwood | Archer Resources Ltd | 100 | Under Application |
| EPMA 26012 Rosehall | Archer Resources Ltd | 100 | Under Application |
| EPMA 26013 Walkers Road | Archer Resources Ltd | 100 | Under Application |
| EPMA 26023 Munna | Archer Resources Ltd | 100 | Under Application |
| EPM 15134 Gayndah | Barlyne MiningPtyLtd | 100 | 29-Sep-2015~~1~~ |
| EPM 18451 Calgoa | Barlyne MiningPtyLtd | 100 | 20-May-2015~~1~~ |
| EPM 18808 Pinnacle | Barlyne MiningPtyLtd | 100 | 28-Oct-2016 |
| EPM 19087 Mt Abbot | Barlyne MiningPtyLtd | 100 | 28-Jul-2016 |
| EPM 25157 Armistice | Barlyne MiningPty Ltd | 100 | 28-May-2017 |
| EPM 25189 Mt Abbot North | Barlyne MiningPtyLtd | 100 | 01-May-2017 |
| EPM 19270 Pandanus Creek | Coolgarra Minerals PtyLtd | 100 | 17-Sep-2016 |
| EPMA 25416 Pandanus North | Coolgarra Minerals PtyLtd | 100 | 10-Jul-2017 |
| EPM 25547 Boyne River | Coolgarra Minerals PtyLtd | 100 | 19-Mar-2018 |
| EPM 15238 Manumbar | DGR Global Ltd | 100 | 13-Dec-2016 |
| 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-2030 |
| ML 3749 North Chinaman | DGR Global Ltd | 100 | 31-Jul-2017 |
| ML 3752 Shamrock Tailings | DGR Global Ltd | 100 | 31-Jan-2031 |
| ML 3753 Shamrock Tailings Extended | DGR Global Ltd | 100 | 31-Aug-2021 |
| ML 50059 Manumbar | DGR Global Ltd | 100 | 31-Dec-2018 |
| ML 50099 Manumbar Extd. | DGR Global Ltd | 100 | 31-Aug-2015 |
| ML 50148 Tableland | DGR Global Ltd | 100 | 30-Apr-2029 |
| ML 50291 Black Shamrock | DGR Global Ltd | 100 | Under Application~~3~~ |
| EPM 19625 Manumbar South | Pinnacle Gold PtyLtd | 100 | 7-Oct-2016 |
| EPM 25225 Mabel Jane | Pinnacle Gold PtyLtd | 100 | 14-Jan-2020 |
| EPMA 25963 Leyshonview | Pinnacle Gold PtyLtd | 100 | Under Application |
| EPMA 25964 Blind Freddy | Pinnacle Gold PtyLtd | 100 | Under Application |
| EPMA 25965 Black Knob | Pinnacle Gold PtyLtd | 100 | Under Application |
| EPMA 25966 Bulldog | 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.
-
Replaces expired ML 3748.
DGR Global Limited annual report for the year ended 30 June 2015
35
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Revenue and other income | |||
| Revenue | 2 | 1,493,668 | 1,257,357 |
| Other income | 2 | 28,091,011 | 8,100 |
| Total revenue and other income | 29,584,679 | 1,265,457 | |
| Expenses | |||
| Finance costs | (257,111) | (132,081) | |
| Employee benefits expenses | (1,652,226) | (1,799,730) | |
| Depreciation | (40,032) | (40,328) | |
| Legal expenses | (223,084) | (67,330) | |
| Administration and consulting expenses | (981,166) | (1,897,365) | |
| Exploration and evaluation assets written-off | (773,515) | (127,681) | |
| Listing costs expensed | - | (518,453) | |
| Revaluation of financial liabilities at fair value | |||
| through profit or loss | - | (6,063) | |
| Share of losses of associates | 13(a) | (2,184,242) | (1,980,254) |
| Impairment of investment in associate | 13(a) | (12,615,179) | (3,725,964) |
| Share basedpayments expense | (30,513) | (1,175,756) | |
| Profit (loss) before income tax | 3 | 10,827,611 | (10,205,548) |
| Income tax(expense)/benefit | 4 | (4,276,517) | 2,953,851 |
| Profit(loss) for the year | 6,551,094 | (7,251,697) | |
| Other comprehensive income: items that may | |||
| be reclassified into profit or loss | |||
| Recycling of available for sale reserve through | |||
| profit or loss on intial application of AASB 9 | 1(x) | (1,560,000) | - |
| Change in fair value of financial assets | 11(c) | (5,429,191) | 11,215,476 |
| Share of associates other comprehensive income | 13(a) | (552,325) | - |
| Income tax relating to other comprehensive | |||
| income | 2,262,455 | (3,364,643) | |
| Other comprehensive income for the year, net | |||
| of tax | (5,279,061) | 7,850,833 | |
| Total comprehensive income for theyear | 1,272,033 | 599,136 | |
| Profit / (loss) for the year attributable to: | |||
| Owners of the parent company | 6,442,817 | (5,902,417) | |
| Non-controllinginterests | 108,277 | (1,349,280) | |
| 6,551,094 | (7,251,697) | ||
| Total comprehensive income for the year | |||
| attributable to: | |||
| Owners of the parent company | 1,163,756 | 1,948,416 | |
| Non-controllinginterests | 108,277 | (1,349,280) | |
| 1,272,033 | 599,136 | ||
| Earnings per share attributable to owners of | Cents / share | Cents / share | |
| the parent company | |||
| Basic earnings per share | 8 | 1.6 | (1.5) |
| Diluted earnings per share | 8 | 1.6 | (1.5) |
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 2015
36
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Current assets | |||
| Cash and cash equivalents | 9 | 19,636,608 | 37,186 |
| Trade and other receivables | 10 | 1,088,115 | 459,852 |
| Other current assets | 16 | - | 387,033 |
| Total current assets | 20,724,723 | 884,071 | |
| Non-current assets | |||
| Other financial assets | 11 | 6,468,767 | 20,964,862 |
| Investments accounted for using the equity | |||
| method | 13 | 8,884,802 | 11,812,139 |
| Property, plant and equipment | 14 | 511,462 | 545,783 |
| Exploration and evaluation assets | 15 | 4,639,240 | 6,409,708 |
| Total non-current assets | 20,504,271 | 39,732,492 | |
| Total assets | 41,228,994 | 40,616,563 | |
| Current liabilities | |||
| Trade and other payables | 17 | 1,736,662 | 2,445,300 |
| Other financial liabilities | 18 | - | 946,132 |
| Income taxpayable | 4 | 2,196,264 | - |
| Total current liabilities | 3,932,926 | 3,391,432 | |
| Non-current liabilities | |||
| Other financial liabilities | 18 | - | 444,487 |
| Derivative liability | 18 | - | 28,980 |
| Deferred tax liabilities | 4 | 151,955 | 334,158 |
| Provisions | 19 | 636,323 | 600,000 |
| Total non-current liabilities | 788,278 | 1,407,625 | |
| Total liabilities | 4,721,204 | 4,799,057 | |
| Net assets | 36,507,790 | 35,817,506 | |
| Equity | |||
| Issued capital | 20 | 24,057,609 | 23,999,223 |
| Reserves | 21 | 27,608,776 | 27,194,590 |
| Accumulated losses | 22 | (15,069,116) | (15,069,116) |
| Equity attributable to owners of the parent | |||
| company | 36,597,269 | 36,124,697 | |
| Non-controllinginterests | (89,479) | (307,191) | |
| Total equity | 36,507,790 | 35,817,506 |
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 2015
37
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the year ended 30 June 2015
| Attributable to Owners of Parent Company | |
|---|---|
| Issued Capital Accumulated Losses Share- Based Payments Reserve Financial Assets Revaluation Reserve Change in Proportionate Interest Reserve Profit Reserve Total Non- Controlling Interests Total Equity |
|
| $ $ $ $ $ $ $ $ $ |
|
| Balance at 1 July 2013 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 basedpayments |
22,092,180 (9,166,699) 5,661,995 (5,194,269) 17,423,851 - 30,817,058 28,533 30,845,591 - (5,902,417) - - - - (5,902,417) (1,349,280) (7,251,697) - - - 7,850,833 - - 7,850,833 - 7,850,833 |
| - (5,902,417) - 7,850,833 - - 1,948,416 (1,349,280) 599,136 2,045,841 - - - - - 2,045,841 - 2,045,841 - - - - 885,568 - 885,568 1,013,556 1,899,124 (138,798) - 48,820 - (40,014) - (129,992) - (129,992) - - 557,806 - - - 557,806 - 557,806 |
|
| Balance at 30 June 2014 | 23,999,223 (15,069,116) 6,268,621 2,656,564 18,269,405 - 36,124,697 (307,191) 35,817,506 |
| 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-controlling interest in subsidiary disposed Transfer to profit reserve Dividend declared |
- 6,442,817 - - - - 6,442,817 108,277 6,551,094 - - - (5,279,061) - - (5,279,061) - (5,279,061) |
| - 6,442,817 - (5,279,061) - ~ 1,163,756 108,277 1,272,033 60,000 - - - - - 60,000 - 60,000 - - - - 255,533 - 255,533 319,085 574,618 (1,614) - - - - - (1,614) (1,614) - - 30,513 - - - 30,513 30,513 - - - - - - - (209,650) (209,650) - (6,442,817) - - - 6,442,817 - - - - - - - - (1,035,616) (1,035,616) - (1,035,616) |
|
| Balance at 30 June 2015 | 24,057,609 (15,069,116) 6,299,134 (2,622,497) 18,524,938 5,407,201 36,597,269 (89,479) 36,507,790 |
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 2015
38
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CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Notes | $ | $ | |
| Cash flows from operating activities | |||
| Receipts in the course of operations (including GST) | 927,963 | 995,305 | |
| Payments to suppliers and employees (including GST) | (3,401,107) | (2,562,744) | |
| Interest received | 14,430 | 18,357 | |
| Interest and other costs of financepaid | (174,366) | (47,894) | |
| Net cash flows from operating activities | 29 | (2,633,080) | (1,596,976) |
| Cash flows from investing activities | |||
| Security Deposit (payment)/refunds | (534,722) | 56,867 | |
| Payments for property, plant and equipment | (14,142) | (4,551) | |
| Payments for financial assets at fair value through other | |||
| comprehensive income | (2,354,102) | (119,553) | |
| Proceeds from the sale of financial assets at fair value | |||
| through profit and loss | 26,986,305 | - | |
| Payments for exploration and evaluation assets | (1,275,856) | (1,538,635) | |
| Cash disposed of on deconsolidation | 32 | (371,342) | - |
| Net cash flows from investing activities | 22,436,141 | (1,605,872) | |
| Cash flows from financing activities | |||
| Proceeds from the issue of shares | - | 1,823,304 | |
| Proceeds from the issue of shares in subsidiaries to non- | |||
| controlling interests | 574,618 | 1,063,972 | |
| Capital raising expenses | (1,614) | (99,328) | |
| Proceeds from borrowings | 2,072,306 | 700,000 | |
| Prepaid IPO costs | - | (318,296) | |
| Repayment of borrowings | (3,309,059) | (23,906) | |
| IPO proceeds received in advance (prior to | |||
| deconsolidation) | 171,077 | - | |
| Net cash flows from financing activities | (492,672) | 3,145,746 | |
| Net increase / (decrease) in cash held | 19,310,389 | (57,102) | |
| Cash at the beginning of the year | (205,157) | (148,055) | |
| Net foreign exchange effect on cash | 531,376 | - | |
| Cash at the end of the financialyear | 9 | 19,636,608 | (205,157) |
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 2015
39
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NOTES TO THE FINANCIAL STATEMENTS For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies
Corporate Information
The consolidated financial report of DGR Global Ltd for the year ended 30 June 2015 was authorised for issue in accordance with a resolution of the Directors on 29 September 2015.
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.
At 30 June 2015 the Group had $19,636,608 in cash, net working capital of $16,791,797. It 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 raisings in the future of necessary funding and the successful exploration and subsequent exploitation of the Group’s tenements and investments
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 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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 2014:
| Reference | Title | Application date | Application date | |
|---|---|---|---|---|
| of standard | for the Company | |||
| AASB 2012-3 | Amendments to Australian Accounting Standards – Offsetting | 1 January 2014 | 1 July 2014 | |
| Financial Assets and Financial Liabilities | ||||
| AASB 2013-3 | Amendments to AASB 136 – Recoverable Amount Disclosures | 1 January 2014 | 1 July 2014 | |
| for Non-Financial Assets | ||||
| AASB 2013-4 | Amendments to Australian Accounting Standards – Novation | 1 January 2014 | 1 July 2014 | |
| of Derivatives and Continuation of Hedge Accounting | ||||
| AASB 2013-5 | Amendments to Australian Accounting Standards |
– | 1 January 2014 | 1 July 2014 |
| Investment Entities | ||||
| AASB 1031 | Materiality | 1 January2014 | 1 July2014 | |
| AASB 2013-9 | Amendments to Australian Accounting Standards |
– | 1 January 2014 | 1 July 2014 |
| Conceptual Framework, Materiality and Financial |
||||
| Instruments | ||||
| AASB 2014-1 | Part A -Annual Improvements 2010–2012 Cycle | 1 July2014 | 1 July2014 | |
| AASB 2014-1 | Part A -Annual Improvements 2011–2013 Cycle | 1 July2014 | 1 July2014 | |
| AASB 2014-Part B | Amendments to Australian Accounting Standards - Part B | 1 July 2014 | 1 July 2014 | |
| Defined Benefit Plans: Employee Contributions | ||||
| AASB 1053 | Transition to and between Tiers, and related Tier | 2 | 1 July 2014 | 1 July 2014 |
| Disclosure Requirements | ||||
| AASB 9 | Financial Instruments | 1 January2017 | 1 July2014 |
The adoption of the above standards and interpretations did not have any material impact on the current or any prior period except as discussed in note 1(x) 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 ended 30 June 2015. The Consolidated Entity is yet to evaluate the impact of those standards and interpretations 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 14 | Regulatorydeferral accounts | 1 January2016 | 1 July2016 | |||||
| AASB 2014-3 | Amendments to Australian Accounting Standards – Accounting | for | 1 January 2016 | 1 July 2016 | ||||
| Acquisitions of Interests in Joint Operations | ||||||||
| [AASB 1 & AASB 11] | ||||||||
| AASB 2014-4 | Clarification of Acceptable Methods |
of Depreciation |
and | 1 January 2016 | 1 July 2016 | |||
| Amortisation (Amendments to | ||||||||
| AASB 116 and AASB 138) | ||||||||
| AASB 15 | Revenue from Contracts with Customers | 1 January2017 | 1 July2017 | |||||
| AASB 2014-9 | Amendments to Australian Accounting Standards – Equity Method in | 1 January 2016 | 1 July 2016 | |||||
| Separate Financial Statements | ||||||||
| AASB 2014-10 | Amendments to Australian Accounting | Standards | – | Sale | or | 1 January 2016 | 1 July 2016 | |
| Contribution of Assets between an Investor and its | Associate or | |||||||
| Joint Venture | ||||||||
| AASB 2015-1 | Amendments to Australian Accounting | Standards | – | Annual | 1 January 2016 | 1 July 2016 | ||
| Improvements to Australian AccountingStandards 2012–2014 Cycle | ||||||||
| AASB 2015-2 | Amendments to Australian Accounting Standards | – | Disclosure | 1 January 2016 | 1 July 2016 | |||
| Initiative: Amendments to AASB 101 | ||||||||
| AASB 2015-3 | Amendments to Australian Accounting Standards arising | from | the | 1 July 2015 | 1 July 2015 | |||
| Withdrawal of AASB 1031 Materiality | ||||||||
| AASB 2015-5 | Amendments to Australian Accounting Standards – | Investment | 1 July 2015 | 1 July 2015 | ||||
| Entities: Applying the Consolidation Exception |
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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 consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
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 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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 Arrangements
Joint Operations
The proportionate interests in the assets, liabilities and expenses of a joint operation activity have been incorporated in the financial statements under the appropriate headings.
Joint Ventures
Investments in joint ventures are accounted for using the equity method. Under the equity method, the share of the profits or losses of the joint venture is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive income. Investments in joint ventures are carried in the statement of financial position at cost plus post-acquisition changes in the consolidated entity’s share of net assets of the joint venture. Goodwill relating to the joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. Dividends receivable from joint venture entities reduces the carrying amount of the investment.
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 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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 from 1 July 2014 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.
-
(iv) Financial assets at fair value through other comprehensive income from 1 July 2014 Equity investments are classified as being at fair value through Other Comprehensive Income. After initial recognition at fair value (being cost), the Company has elected to present in Other Comprehensive Income changes in the fair value of equity instrument investments.
Unrealised gains and losses on investments are recognised in the financial assets revaluation reserve until the investment is sold or otherwise disposed of, at which time the cumulative gain or loss is transferred to retained earnings.
The Company derecognises an investment when it is sold or it transfers the investment and the transfer qualifies for derecognition in accordance with AASB 9. Upon derecognition, unrealised gains/losses net of tax relating to the investment are transferred from the financial assets revaluation reserve to profits appropriation reserve.
-
(iii) Available-for-sale financial assets prior to July 2014 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.
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(g) Financial Instruments (continued)
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.
The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments continue to be recognised in profit or loss as other revenue when the Company’s right to receive payments is established (see note 11) and as long as they represent a return on investment.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in other income or other expenses in the income statement as applicable. Interest income from these financial assets is included in the net gains/(losses). Dividend income is presented as other revenue.
Details on how the fair value of financial instruments is determined are disclosed in note 31.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognized where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit of loss.
Impairment of financial assets
An assessment is made at each balance date to determine whether there is objective evidence that a specific financial asset or a group of financial assets may be impaired. If such evidence exists, the estimated recoverable amount of that asset is determined from available information such as quoted market prices or by calculating the net present value of future anticipated cash flows. In estimating these cash flows, management makes judgments 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.
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(h) Property, Plant & Equipment (continued)
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.
(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.
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(j) Impairment of Non-financial Assets
At each reporting date, the Group reviews the carrying values of its non-financial 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.
(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 Australian Corporate bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(m) Leases
Leases of property, plant & equipment where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to the Group are classified as finance leases.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the year.
Leased assets are depreciated on a straight line basis over their estimated useful lives where it is likely that the Group will obtain ownership of the asset or over the term of the lease.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses on a straight line basis over the lease term.
Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the lease term.
(n) Share Capital
Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or options are shown as a deduction from the equity proceeds, net of any income tax benefit.
(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.
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(p) Revenue
Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:
Services
Management fees are recognised as services are provided.
Interest
Interest revenue is recognized as interest accrues using the effective interest rate method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
All revenue is stated net of the amount of goods and services tax (GST).
(q) Income Tax
The income tax expense for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
The current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance date.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax is recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates expected to apply to the period when the asset is realised or liability is settled. Deferred tax is recognised in profit or loss except where it relates to items that may be recognised directly in other comprehensive income or equity, in which case the deferred tax is recognised in other comprehensive income or directly against equity respectively. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences and unused tax losses can be utilised.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
DGR Global Ltd and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. DGR Global Ltd is responsible for recognising the current tax assets and liabilities and deferred tax assets attributable to tax losses for the tax consolidation group. The tax consolidated group have entered a tax funding agreement whereby each company in the tax consolidation group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidation group.
DGR Global Limited annual report for the year ended 30 June 2015
50
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(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.
(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) Fair Value Measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principle market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interest. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
DGR Global Limited annual report for the year ended 30 June 2015
51
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(v) Fair Value Measurement (continued)
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed each reporting date and transfers between levels are determined based on a reassessment of the lowest level input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
(w) 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 judgments – 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 2015, 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 2015 were $4,639,240 (2014: $6,409,708).
Key judgments – 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.
Key judgments – share based payment transactions
The Group measures the cost of equity settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using the Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity settled share based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact the profit or loss and equity.
(x) Change in Accounting Policy
AASB9 introduces new classification and measurement models for financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair value. The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity’s own credit risk is to be presented in other comprehensive income unless it would create an accounting mismatch. Chapter 6 ‘Hedge Accounting’ supersedes the general hedge accounting requirements in AASB 139 and provides a new simpler approach to hedge accounting that is intended to more closely align risk management activities undertaken by entities when hedging financial and non-financial risks.
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(x) Change in Accounting Policy (continued)
While AASB9 does not need to be applied until 1 July 2018, the Company has decided to adopt it from 1 July 2014. The main effects resulting from the adoption were:
-
The Company elected to present in other comprehensive income changes in the fair value of all its equity investments previously classified as available-for-sale, with the exception of Orbis Gold Limited (refer below), because the business model is to hold these equity investments for long-term strategic investment and not for trading. As a result, assets with a fair value of $8,173,903 were reclassified from available-for-sale financial assets to financial assets at fair value through other comprehensive income on 1 July 2014.
-
The Company elected to present in profit or loss, changes in the fair value of its equity investment in Orbis Gold Limited, previously classified as available-for-sale, because the business model is to manage this financial asset with the objective of realising cash flows through the sale of the asset. As a result, assets with a fair value of $12,090,000 were reclassified from available-for-sale financial assets to financial assets at fair value through profit or loss on 1 July 2014.
-
There was no difference between the previous carrying amount and the revised carrying amount of the financial assets at 1 July 2014 to be recognised in opening retained earnings.
The impact of these changes in the entity’s accounting policy on individual line items in the financial statements can be summarised as follows:
| Statement of profit or loss and other comprehensive income 2015 Impairment of available-for-sale financial assets Profit before income tax expense Income tax benefit/(expense) Profit after income tax expense for the year attributable to the owners of DGR Global Ltd Other Comprehensive Income Items that will not be reclassified to profit or loss Recycling of AFS Reserve for designated as financial assets at fair value through profit or loss on initial application of AASB 9 Change in fair value of financial assets at fair value through other comprehensive income Share of associates other comprehensive income Income tax on items that may be reclassified to profit or loss Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of DGR Global Ltd Basic earnings per share (cents) Diluted earnings per share (cents) |
Previous Policy Adjustment Revised policy |
|---|---|
| $ $ $ |
|
| (3,194,100) 3,194,100 - 7,633,511 3,194,100 10,827,611 (3,318,287) (958,230) (4,276,517) 4,206,947 2,235,870 6,442,817 |
|
| - (1,560,000) (1,560,000) (3,795,091) (1,634,100) (5,429,191) (552,325) - (552,325) |
|
| 1,304,225 958,230 2,262,455 |
|
| (3,043,191) (2,235,870) (5,279,061) |
|
| 1,163,756 - 1,163,756 |
|
| 1.1 0.5 1.6 1.1 0.5 1.6 |
DGR Global Limited annual report for the year ended 30 June 2015
53
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 1: Summary of Significant Accounting Policies (continued)
Accounting Policies (continued)
(x) Change in accounting policy (continued)
| Statement of financial position 2015 Retained earnings Financial assets revaluation reserve Total equity |
Previous policy Adjustment Revised policy |
|---|---|
| $ $ $ |
|
| (17,691,613) 2,622,497 (15,069,116) - (2,622,497) (2,622,497) |
|
| 36,512,245 - 36,512,245 |
There is no effect of the change in accounting policy in the annual financial statements for the year ended 30 June 2014.
This changed accounting policy has no effect on the Consolidated Statement of Financial Position, other than the changes in equity per above, or on net change in cash.
Note 2. Revenue and Other Income
| Note 2. Revenue and Other Income | |
|---|---|
| Revenue - Interest - Management fees – related parties Total Revenue Interest revenue from: - Deposits held with financial institutions Total Interest Revenue Other income - Gain on loss of control of subsidiaries (refer note 32) - Recycling of AFS reserve through profit and loss on initial recognition of AASB 9 (refer note 1(x)) - Gain on disposal of financial assets at fair value through profit and loss - 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 Superannuation contributions expense Minimum lease rentals under operating leases (Gain)/loss on foreign exchange |
2015 2014 |
| $ $ |
|
| 14,430 18,357 1,479,238 1,239,000 |
|
| 1,493,668 1,257,357 |
|
| 14,430 18,357 |
|
| 14,430 18,357 |
|
| 11,618,981 - 1,560,000 - 14,896,305 - 15,725 8,100 |
|
| 28,091,011 8,100 |
|
| 35,310 104,465 221,801 27,616 |
|
| 257,111 132,081 |
|
| 30,513 1,175,756 67,124 63,395 432,473 431,609 (494,624) 274 |
DGR Global Limited annual report for the year ended 30 June 2015
54
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NOTES TO THE FINANCIAL STATEMENTS (continued)
For the year ended 30 June 2015
| Note 4. Income Tax (a) Components of tax expense/(benefit) in profit or loss comprise: Current tax Deferred tax Components of tax expense/(benefit) in other comprehensive income comprise: Deferred tax (b) The prima facie tax on profit / (loss) before income tax is reconciled to the income tax expense/(benefit) as follows: Prima facie tax on profit / (loss) before income tax at 30% (2014: 30%) Add tax effect of: Permanent differences Other Reduction in cost base under debt forgiveness rules Derecognition of prior year tax losses (permanently unavailable) Less tax effect of: Permanent differences Prior year loss now recognised Other Recognition of temporary differences Income tax expense/(benefit) Amounts recognised directly in equity: Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity: Current tax – credited directly to equity Net deferred tax – debited (credited) directly to equity |
2015 2014 |
|---|---|
| $ $ |
|
| 2,196,264 - 2,080,253 (2,953,851) |
|
| 4,276,517 (2,953,851) |
|
| (2,262,455) 3,364,643 |
|
| (2,262,455) 3,364,643 |
|
| 3,248,283 (3,061,664) - 561,728 - 751 454,549 - 1,207,015 - |
|
| 4,909,847 (2,499,185) |
|
| (390,683) - (107,157) (441,772) (41,600) (12,893) (93,890) - |
|
| 4,276,517 (2,953,851) |
|
| - - - (76,634) |
|
| - (76,634) |
DGR Global Limited annual report for the year ended 30 June 2015
55
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 4. Income Tax (continued)
(c) Recognised deferred tax assets and liabilities
| 2015 | Opening balance $ Net charged to income $ Net charged to other comprehensive income $ Net charged to other equity $ Closing balance $ |
|---|---|
| Deferred tax asset Carried forward tax losses Accruals/provisions Capital raising costs expensed Investment in associates AFS revaluation Deferred tax liability AFS revaluation Investment in associates Exploration and evaluation assets Property Plant and Equipment Net deferred tax recognised Deferred tax assets not recognised Unused tax losses Temporary differences Tax benefit at 30% |
7,987,405 (6,231,402) - - 1,756,003 19,353 (6,686) - - 12,667 107,177 43,399 - - 150,576 355,692 34,064 - - 389,756 542,609 - 1,066,935 - 1,609,544 |
| 9,012,236 (6,160,625) 1,066,935 - 3,918,546 |
|
| (4,190,179) 2,993,400 1,195,520 - (1,259) (3,489,817) 1,125,046 - - (2,364,771) (1,598,799) (38,073) - - (1,636,872) (67,599) - - - (67,599) |
|
| (9,346,394) 4,080,373 1,195,520 - (4,070,501) |
|
| (334,158) (2,080,252) 2,262,455 - (151,955) |
|
| 6,889,578 (5,742,512) - - 1,147,066 - 64,866 - - 64,866 |
|
| 2,066,873 (1,703,294) - - 363,579 |
|
| 2014 | Opening balance $ Net charged to income $ Net charged to other comprehensive income $ Net charged to other equity $ Closing balance $ |
| Deferred tax asset Carried forward tax losses Accruals/provisions Capital raising costs expensed Investment in associates AFS revaluation Deferred tax liability AFS revaluation Investment in associates Exploration and evaluation assets Property Plant and Equipment Net deferred tax recognised Deferred tax assets not recognised Unused tax losses Tax benefit at 30% |
6,606,607 1,380,798 - - 7,987,405 179,838 (160,485) - - 19,353 33,099 (2,556) - 76,634 107,177 107,302 248,390 - - 355,692 2,226,114 (600) (1,682,905) - 542,609 |
| 9,152,960 1,465,548 (1,682,905) 76,634 9,012,236 |
|
| (2,508,442) - (1,681,737) - (4,190,179) (4,953,292) 1,463,475 - - (3,489,817) (1,691,226) 92,427 - - (1,598,799) - (67,599) - - (67,599) |
|
| (9,152,960) 1,488,303 (1,681,737) - (9,346,394) |
|
| - 2,953,851 (3,364,642) 76,634 (334,158) |
|
| 9,017,410 (2,127,832) - - 6,889,578 |
|
| 2,705,223 (638,350) - - 2,066,873 |
DGR Global Limited annual report for the year ended 30 June 2015
56
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 4. Income Tax (continued)
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 2015 under COT.
Deferred tax assets which have not been recognised as an asset, will only be obtained if:
-
(i) the Company derives future assessable income of a nature and of an amount sufficient to enable the losses to be realised;
-
(ii) the Company continues to comply with the conditions for deductibility imposed by the law; and
-
(iii) no changes in tax legislation adversely affect the Company in realising the losses.
Note 5. Key Management Personnel
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 2015. The totals of remuneration for Key Management Personnel during the year are as follows:
| Short-term employee benefits Post-employment benefits Share-based payments Total |
2015 2014 |
|---|---|
| $ $ |
|
| 1,742,093 1,927,712 34,829 33,148 24,272 1,115,562 |
|
| 1,801,194 3,076,422 |
Note 6. Dividends and Franking Credits
On 26 June 2015, the company announced a fully franked dividend of $0.0025 per share. The dividend was subsequently paid on 31 July 2015.
| Note 7. Auditors Remuneration Amounts paid/payable to the auditor of the parent of the Group for: Audit and review of the financial reports of the Group Other assurance related services (investigating accountants report) Taxation services Amounts paid/payable to related entities of the auditor: BDO UK - Other assurance related services Note 8. Earnings per Share (EPS) (a) Earnings Earnings used to calculate basic and diluted earnings per share (b) Weighted average number of shares Used in calculating basic EPS Weighted average number of dilutive options Weighted average number of ordinary shares and potential ordinary shares, used in calculating dilutive EPS |
2015 2014 |
|---|---|
| $ $ |
|
| 113,227 119,184 49,864 9,800 3,500 7,783 |
|
| 166,591 136,767 |
|
| 81,595 - |
|
| 81,595 - |
|
| 2015 2014 |
|
| 6,442,817 (5,902,417) |
|
| Number of Shares Number of Shares |
|
| 412,672,220 403,346,017 - - |
|
| 412,672,220 403,346,017 |
Options are not considered dilutive as they were out of the money. Options may become dilutive in the future.
DGR Global Limited annual report for the year ended 30 June 2015
57
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
| Note 9. Cash and Cash Equivalents Cash at bank and in hand Short term deposits |
2015 2014 |
|---|---|
| $ $ |
|
| 19,636,608 37,186 - - |
|
| 19,636,608 37,186 |
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 Bank overdraft (refer note 18) Note 10. Trade and Other Receivables Trade receivables GST receivable |
2015 2014 |
|---|---|
| $ $ |
|
| 19,636,608 37,186 - (242,343) |
|
| 19,636,608 (205,157) |
|
| 1,016,634 374,983 71,481 84,869 |
|
| 1,088,115 459,852 |
The receivables were not exposed to foreign exchange risk. No receivables were impaired at 30 June 2015 (2014: nil).
Past due but not impaired receivables were as follows:
| 2015 Total Amount Impaired Amount not impaired |
2014 |
|---|---|
| Total Amount Impaired Amount not impaired |
|
| $ $ $ |
$ $ $ |
| Not past due 1,016,634 - 1,016,634 Past due 30 days - - - Past due 30-45 days - - - Past due 45-60 days - - - Past due >60 days - - - |
374,983 - 374,983 - - - - - - - - - - - - |
| Total 1,016,634 - 1,016,634 374,983 - 374,983 |
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 | 2015 $ 2014 $ |
|---|---|
| Available for sale financial assets (refer (a) below) Financial assets at fair value through profit or loss (refer (b) below) Financial assets at fair value through other comprehensive income (refer (c) below) Cash on deposit held as security Security bonds (a) Available for sale financial assets Opening balance at 1 July Transfer to financial assets at fair value through profit or loss Transfer to financial assets at fair value through other comprehensive income Fair value adjustment through other comprehensive income Closing balance at 30 June 2015 |
- 20,263,903 - - 5,296,268 - 314,000 314,000 858,499 386,959 |
| 6,468,767 20,964,862 |
|
| 20,263,903 8,928,874 (12,090,000) 119,553 (8,173,903) - - 11,215,476 |
|
| - 20,263,903 |
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 11. Other Financial Assets (continued)
(b) Financial assets at fair value through profit or loss Opening balance at 1 July Transfer from available for sale financial assets Fair Value adjustment through profit or loss Disposal of financial assets at fair value through profit or loss Closing balance at 30 June 2015 (c) Financial assets at fair value through other comprehensive income Opening balance at 1 July Transfer from available for sale financial assets Additions Disposal of financial assets at fair value through other comprehensive income Fair Value adjustment through other comprehensive income Closing balance at 30 June 2015 |
2015 $ 2014 $ |
|---|---|
| - - 12,090,000 - 14,896,305 - (26,986,305) - |
|
| - - |
|
| - - 8,173,903 - 2,551,883 (327) - (5,429,191) - |
|
| 5,296,268 - |
Financial assets at fair value through other comprehensive income 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 Aus Tin Mining Ltd a company listed on the Australian Securities Exchange, an investment in the ordinary issued capital of Peel Mining Ltd a company listed on the Australian Securities Exchange, an investment in the ordinary issued capital of Argent Minerals Ltd a company listed on the Australian Securities Exchange and an investment in the ordinary issued capital of Silver City Minerals Ltd a company listed on the Australian Securities Exchange.
Financial assets at fair value through profit or loss comprise an investment in the ordinary issued capital of Orbis Gold 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.
Refer to note 31 for fair value disclosures.
Classification of assets at fair value through other comprehensive income
For equity securities that are not held for trading, the Company has made an irrevocable election at initial recognition to recognise changes in fair value through other comprehensive income rather than profit or loss. These securities are presented separately in the balance sheet.
In the prior financial year, the group had designated financial assets as available-for-sale if they did not have fixed maturities and fixed or determinable payments, and management intended to hold them for the medium to long-term. Financial assets that were not classified into any of the other categories (at FVTPL, loans and receivables or held-to-maturity investments) were also included in the available-for-sale category
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 12. Controlled Entities and Transactions with Non-Controlling Interests
| (a) Controlled Entities | Country of | Principle Activity | Principle | Percentage | Percentage |
|---|---|---|---|---|---|
| Incorporation | place of | Owned (%) | |||
| business | |||||
| 2015 | 2014 | ||||
| Parent entity: | |||||
| DGR Global Ltd | Australia | Mineral Exploration | Australia | ||
| Subsidiaries of DGR Global | |||||
| Ltd: | |||||
| AimFire Pty Ltd 1 | Australia | Mineral Exploration | Australia | 67% | 67% |
| Archer Resources Ltd1 | Australia | Mineral Exploration | Australia | 67% | 67% |
| Barlyne Mining Pty Ltd1 | Australia | Mineral Exploration | Australia | 67% | 67% |
| Coolgarra Minerals Pty Ltd | Australia | Mineral Exploration | Australia | 100% | 100% |
| DGR Zambia Ltd | Zambia | Mineral Exploration | Zambia | 100% | 100% |
| Eastern Exploration Pty Ltd2 | Australia | Mineral Exploration | Australia | - | 46% |
| Hartz Rare Earths Pty Ltd | Australia | Mineral Exploration | Australia | 100% | 100% |
| IronRidge Resources Ltd2 | Australia | Mineral Exploration | Australia | - | 46% |
| IronRidge Botswana Pty Ltd 2 | Botswana | Mineral Exploration | Botswana | - | 46% |
| IronRidge Gabon S.A. 2 | Gabon | Mineral Exploration | Gabon | - | 46% |
| Pinnacle Gold Pty Ltd | Australia | Mineral Exploration | Australia | 94% | 94% |
| Quiver Coal Pty Ltd2 | Australia | Mineral Exploration | Australia | - | 46% |
| Tinco Pty Ltd | Australia | Mineral Exploration | Australia | 100% | 100% |
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, IronRidge Botswana Pty Ltd, IronRidge Gabon S.A. and Quiver Coal Pty Ltd. The IronRidge Group left the DGR Group during the year, refer to note 32 for details.
(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:
| Proceeds received from issue of shares to non-controlling interests net of costs Increase in non-controlling interests share of subsidiary net assets Excess of consideration received recognised in the change in proportionate interest reserve |
2015 $ 2014 $ |
|---|---|
| 574,618 1,899,124 (319,085) (1,013,556) |
|
| 255,533 885,568 |
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 12. Controlled Entities and Transactions with Non-Controlling Interests (continued)
(c) Summarised Financial Information
Summarised financial information of the subsidiaries with non-controlling interests that are material to the consolidated entity is set out below:
| Archer Resources Ltd – Non-controlling interest 33% (2014 – 33%) | 2015 $ 2014 $ |
|---|---|
| Summarised statement of financial position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Summarised statement of profit or loss and other comprehensive income Revenue Expenses Profit(loss) before income tax expense Income tax (expense)/benefit Profit(loss) after income tax expense Other comprehensive income Total comprehensive income Statement of cash flows Net cash used in operating activities Net cash used in investing activities Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Other financial information Profit (loss) attributable to non-controlling interests Accumulated non-controlling interests at the end of reporting period Dividends paid to non-controlling interests |
17,434 11,374 1,764,766 1,643,239 |
| 1,782,200 1,654,613 113,826 233,014 - 945,650 |
|
| 113,826 1,178,664 1,668,374 475,949 |
|
| 1,515,164 4 (322,739) (319,935) |
|
| 1,192,425 (319,931) - - |
|
| 1,192,425 (319,931) - - |
|
| 1,192,425 (319,931) |
|
| (57,268) (2,927) (213,444) (53,417) 269,514 56,788 |
|
| (1,198) 444 |
|
| 399,988 (106,642) |
|
| (89,907) (489,895) |
|
| - - |
DGR Global Limited annual report for the year ended 30 June 2015
61
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 12. Controlled Entities and Transactions with Non-Controlling Interests (continued)
(c) Summarised Financial Information (continued)
| IronRidge Resources Ltd - Non-controlling interest 54% (2014: 54%) |
2015 $ 2014 $ |
|---|---|
| Summarised statement of financial position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Summarised statement of profit or loss and other comprehensive income until date of disposal Revenue Expenses Profit (loss) before income tax expense Income tax expense Profit (loss) after income tax expense Other comprehensive income Total comprehensive income Statement of cash flows until date of disposal Net cash used in operating activities Net cash used in investing activities Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Other financial information Profit (loss) attributable to non-controlling interests until date of disposal Accumulated non-controlling interests at the end of reporting period Dividends paid to non-controlling interests |
- 443,499 - 1,664,929 |
| - 2,108,428 - 1,303,036 - - |
|
| - 1,303,036 - 805,392 |
|
| 635 2,221 (526,776) (2,589,250) |
|
| (526,141) (2,587,029) - - |
|
| (526,141) (2,587,029) - - |
|
| (526,141) (2,587,029) |
|
| (132,755) (566,998) (88,916) (463,256) 565,413 1,028,194 |
|
| 343,742 (2,061) |
|
| (284,116) (1,242,388) |
|
| - 182,726 |
|
| - - |
There are no significant restrictions on the ability of DGR Global Ltd to access the assets of the subsidiaries with non-controlling interests.
DGR Global Limited annual report for the year ended 30 June 2015
62
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 13. Investments Accounted for Using the Equity Method
| Name Country of incorporation and principle place of business Principle Activity Shares Ownership Interest |
Name Country of incorporation and principle place of business Principle Activity Shares Ownership Interest |
Carrying Amount |
|---|---|---|
| 2015 % |
2014 % |
2015 $ 2014 $ |
| Armour Energy Ltd Australia Oil & Gas Exploration ORD 25% Navaho Gold Ltd Australia Mineral Exploration ORD 20% IronRidge Resources Ltd Australia Mineral Exploration ORD 26% |
25% 21% - |
3,377,250 11,632,748 227,055 179,391 5,280,497 - |
| 8,884,802 11,812,139 |
||
| (A) Movements during the year in equity accounted investments |
2015 2014 |
|
| $ $ |
||
| Balance at beginning of year Fair value of investment on initial recognition (refer note 32) Additional investment Sale of investment Share of associates losses after income tax Share of associates other comprehensive income Impairment Balance at end of year |
11,812,139 17,493,357 12,263,200 - 161,209 25,000 - - (2,184,242) (1,980,254) (552,325) - (12,615,179) (3,725,964) |
|
| 8,884,802 11,812,139 |
The fair value of investment on initial recognition was the fair value of the inmesment retained in IronRidge Resources Ltd at the date the Company lost control of the former subsidiary. In accordance with Accounting Standard AASB 127, this fair value is regarded as the cost on initial recognition of the investment in associate.
Impairment relates to the investments in Navaho Gold Ltd, Armour Energy Ltd and IronRidge Resources Ltd. On initial recognition the share price of Navaho Gold Ltd, Armour Energy Ltd and IronRidge Resources Ltd was $0.20, $0.50 and £0.10, respectively. At 30 June 2015 the share price of Navaho Gold Ltd, Armour Energy Ltd and IronRidge Resources Ltd had fallen to $0.002, $0.045 and £0.0413, respectively. On this basis the investments in the associates has been written down to fair value, less costs to sell.
| (B) Fair value of investments in associates with published price quotations |
2015 2014 |
|---|---|
| $ $ |
|
| Fair Value of investment in Armour Energy Ltd Fair Value of investment in Navaho Gold Ltd Fair Value of investment in IronRidge Resources Ltd |
3,377,250 11,632,748 227,055 179,391 5,280,497 - |
| 8,884,802 11,812,139 |
Refer note 31 for further details on fair value.
DGR Global Limited annual report for the year ended 30 June 2015
63
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 13. Investments Accounted for Using the Equity Method (continued)
(C) Summarised financial information of associates
The results of the Group’s associates and its aggregated assets (including goodwill) and liabilities are as follows:
| Ownership interest % |
Current assets $ Non-current assets $ Current liabilities $ Non-current liabilities $ Revenues $ Profit/loss $ Other comprehensive income |
|---|---|
| 2015 Armour Energy Ltd 25% Navaho Gold Ltd 20% IronRidge Resources Ltd 26% 2014 Armour Energy Ltd* 25% Navaho Gold Ltd 21% |
8,997,514 60,514,889 972,404 1,177,530 97,803 (6,575,074) (1,565,200) 41,198 2,316,516 757,662 2,596 16,265 (828,763) - 14,983,385 3,179,443 279,040 - 916 (2,038,074) - |
| 24,022,097 66,010,848 2,009,106 1,180,126 114,984 (9,441,911) (1,565,200) |
|
| 6,892,540 68,510,343 688,069 - 505,409 (6,668,943) (2,819,600) 27,914 2,028,200 521,130 5,538 1,448 (3,983,395) - |
|
| 6,920,454 70,538,543 1,209,199 5,538 506,857 (10,652,338) (2,819,600) |
- Armour Energy Ltd restated its financial statements for a voluntary change in accounting policy. These are the restated assets, liabilities and results
(D) Reconciliation of the carrying amount of the Group’s investment in associates
| Opening carrying amount Fair value of investment on initial recognition Share of profits (loss) after tax Share of other comprehensive income Additional investment Impairment Closing carrying amount |
Armour Energy Ltd Navaho Gold Ltd IronRidge Resources Ltd |
|---|---|
| 2015 $ 2014 $ 2015 $ 2014 $ 2015 $ 2014 $ |
|
| 11,632,748 16,511,000 179,391 982,357 - - - - - - 12,263,200 - (1,624,140) (1,125,210) (162,040) (855,044) (398,050) - (552,325) - - - - - - - 161,210 25,000 - - (6,079,033) (3,753,042) 48,497 27,078 (6,584,653) - |
|
| 3,377,250 11,632,748 227,058 179,391 5,280,497 - |
DGR Global Limited annual report for the year ended 30 June 2015
64
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 14. Property Plant and Equipment
| 2015 2014 $ $ 385,000 385,000 62,975 62,975 (28,446) (26,872) 34,529 36,103 349,097 381,912 (323,066) (330,454) 26,031 51,458 2,443,532 2,443,532 (2,443,532) (2,443,532) - - 25,082 25,082 (25,082) (25,082) - - 162,462 151,856 (149,044) (142,553) 13,418 9,303 91,233 90,099 (38,749) (26,180) 52,484 63,919 511,462 545,783 |
||
|---|---|---|
| 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 Movements in carrying amounts |
||
| 2015 | Land Freehold Building Plant & Equipment Motor Vehicles |
Computers & office equipment Furniture & Fittings Total |
| $ $ $ $ |
$ $ $ |
|
| Balance at the beginning of the year Additions Assets Disposed of on deconsolidation of subsidiary Depreciation expenses Carrying amount at the end of the year |
385,000 36,103 51,458 - - - - - (8,428) - (1,574) (16,999) |
- 9,304 63,918 545,783 - 13,004 1,135 14,139 - - - (8,428) - (8,890) (12,569) (40,032) |
| 385,000 34,529 26,031 |
- 13,418 52,484 511,462 |
|
| 2014 | Land Freehold Building Plant & Equipment Motor Vehicles |
Computers & office equipment Furniture & Fittings Total |
| $ $ $ $ |
$ $ $ |
|
| Balance at the beginning of the year Additions Disposals Depreciation expenses Carrying amount at the end of the year |
385,000 34,535 46,484 19,719 19,342 76,478 581,558 - 3,086 18,055 - 2,526 - 23,667 - - - (19,114) - - (19,114) - (1,518) (13,081) (605) (12,564) (12,560) (40,328) |
|
| 385,000 36,103 51,458 - 9,304 63,918 545,783 |
DGR Global Limited annual report for the year ended 30 June 2015 65
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
| Note 15. Exploration and Evaluation Assets Exploration and evaluation assets Movements in carrying amounts Balance at the beginning of the year Additions Assets disposed on disposal of subsidiary (refer Note 32) Written-off Carrying amount at the end of the year |
2015 $ 2014 $ |
|---|---|
| 4,639,240 6,409,708 |
|
| 6,409,708 5,249,390 682,779 1,287,999 (1,679,732) - (773,515) (127,681) |
|
| 4,639,240 6,409,708 |
The exploration and evaluation assets written off during the year are as a result of the total abandonment 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.
| Note 16. Other Assets | 2015 | 2014 | |
|---|---|---|---|
| $ | $ | ||
| Prepayments | - | 387,033 | |
| Note 17. Trade and Other Payables | |||
| Current | |||
| Trade payables | 379,698 | 2,132,252 | |
| Sundry payables and accrued expenses | 176,815 | 225,927 | |
| Dividend declared | 1,035,616 | - | |
| Employee benefits | 144,533 | 87,121 | |
| 1,736,662 | 2,445,300 | ||
| Trade and other payables are non-interest bearing and are generally on 30-60 day terms. | |||
| Note 18. Other Financial Liabilities | |||
| Current | |||
| Bank overdraft - Secured | - | 242,343 | |
| Lease Liabilities – Secured | - | 3,789 | |
| Borrowings – Director loans - Secured | - | 700,000 | |
| - | 946,132 | ||
| Non-Current | |||
| Lease Liabilities – Secured | - | - | |
| Borrowings – convertible notes | - | 444,487 | |
| - | 444,487 |
The bank overdraft was secured by 5,000,000 of DGR Global Ltd’s shares in Orbis Gold Ltd and was repayable in full by 31 August 2014. It was paid in full on 8 August 2014.
Lease liabilities are secured over the leased assets to which they relate.
DGR Global Limited annual report for the year ended 30 June 2015
66
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 18. Other Financial Liabilities (continued)
Director Loans
On 28 February 2014, an entity associated with DGR Global Chairman Mr Bill Stubbs provided a secured loan for $500,000 at an interest rate of 12% per annum. The loan was secured by 2,816,901 Orbis Gold Ltd. The loan was repaid in full on 2 December 2014. A total of $25,315 (2014: $24,658) interest was accrued and paid during the year ended 30 June 2015.
On 5 March 2014, an entity associated with DGR Global CEO and Managing Director Mr Nicholas Mather provided a secured loan for $200,000 at an interest rate of 12% per annum. The loan was secured by 1,126,760 Orbis Gold Ltd shares. The loan was repaid in full on 1 December 2014. A total of $9,994 (2014: $7,890) interest was accrued and paid during the year ended 30 June 2015.
Convertible Notes
DGR Global Ltd issued 500,000 $1.00 convertible notes to raise $500,000 on 16 November 2012. The notes were 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 convertible note was repaid in cash at the Noteholder’s election on 20 April 2015.
| 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 Note 19. Provisions - Non-current Site restoration Long service leave |
2015 $ 2014 $ |
|
|---|---|---|
| - 500,000 - (117,557) - 382,443 - 62,044 - 444,487 - 117,557 - (88,577) - 28,980 |
||
| 2015 $ 2014 $ |
||
| 600,000 600,000 36,323 - |
||
| 636,323 600,000 |
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.
DGR Global Limited annual report for the year ended 30 June 2015
67
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
| Note 20. Issued Capital 414,246,224 (30 June 2014: 412,162,815) fully paid ordinary shares Share issue costs |
2015 $ 2014 $ |
|---|---|
| 25,253,291 25,193,291 (1,195,682) (1,194,068) |
|
| 24,057,609 23,999,223 |
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 | 2015 | 2014 | 2015 | 2014 |
|---|---|---|---|---|
| Number | Number | $ | $ | |
| At 1 July | 412,162,815 | 331,059,886 | 25,193,291 | 23,147,450 |
| 29 July 20131 | 1,172,580 | 29,315 | ||
| 6 August 20132 | 65,039,411 | 1,625,985 | ||
| 7 August 20133 | 12,021,658 | 300,541 | ||
| 30 August 20134 | 1,709,146 | 60,000 | ||
| 6 March 20145 | 1,160,134 | 30,000 | ||
| 2 April 20156 | 2,083,409 | 60,000 | ||
| At 30 June | 414,246,224 | 412,162,815 | 25,253,291 | 25,193,291 |
1 On 29 July 2013, 1,172,580 $0.025 ordinary shares were issued to Ord Minett Limited as nominee for ineligible holders pursuant to the Non Renounceable Rights Issue.
2 On 6 August 2013, 65,039,411 $0.025 ordinary shares were issued to eligible holders pursuant to the fullysubscribed Non Renounceable Rights Issue. Of the 65,039,411 shares issued, 59,451,167 shares were issued for cash and 5,588,244 shares were issued for debt conversions.
3 On 7 August 2013, 12,021,658 $0.025 ordinary shares were issued pursuant to a private placement.
4 On 30 August 2013, 1,709,146 ordinary shares at an average price of $0.035 (based on 80% of the 5 day VWAP of DGR shares) were issued to the convertible note holder for conversion of interest payable for the period 16 November 2012 to 16 November 2013.
5 On 6 March 2014 1,160,134 ordinary shares at an average price of $0.026 (based on 80% of the 5 day VWAP of DGR shares) were issued to the convertible note holder for conversion of interest payable for the period 16 November 2013 to 15 May 2014.
6 On 2 April 2015 2,083,409 ordinary shares at an average price of $0.0288 (based on 80% of the 5 day VWAP of DGR shares) were issued to the convertible note holder for conversion of interest payable for the period 16 May 2014 to 15 May 2015.
(b) Options
As at 30 June 2015, there were 27,400,000 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 | 12,000,000 | $0.12 | 30/11/16 |
| Unlisted employee options | 11,000,000 | $0.12 | 29/05/17 |
| Unlisted employee options | 4,400,000 | $0.065 | 14/04/16 |
(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 2015
68
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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.
(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) Financial Assets Revaluation Reserve
Changes in the fair value of investments, such as equities, classified as financial assets at fair value through other comprehensive imcome (2014: as available-for-sale financial assets), are recognised in other comprehensive income, as described in note 1(g) and note 1(x) and accumulated in a separate reserve within equity.
Movements in the financial assets revaluation reserve are as follows:
| Balance 1 July Revaluation – gross Deferred tax Recycling of AFS reserve for financial assets at fair value through profit and loss on initial application of AASB9 Deferred tax Share of other comprehensive income in associate Deferred tax |
2015 $ 2014 $ |
|---|---|
| 2,656,564 (5,194,269) (5,429,191) 11,215,476 1,628,757 (3,364,643) (1,560,000) - 468,000 - 552,325 - (165,698) - |
|
| (2,622,491) 2,656,564 |
(iv) Profit Reserve
The Profit Reserve is used to quarantine annual profits when available. This allows the Company to be able to pay dividends to shareholders at its discretion.
Movements in the profit reserve are as follows:
| Movements in the profit reserve are as follows: | |
|---|---|
| Balance 1 July Transfer of 2015 Profit after tax to profit reserve Dividend declared |
2015 $ 2014 $ |
| - - 6,442,817 - (1,035,616) - |
|
| 5,407,201 - |
DGR Global Limited annual report for the year ended 30 June 2015
69
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 22. Accumulated Losses
| Note 22. Accumulated Losses | |
|---|---|
| Accumulated losses attributable to members of DGR Global Ltd at beginning of the financial year Profit/(loss) for the year Transfer to Profit Reserve Accumulated losses attributable to members of DGR Global Ltd at the end of the financial year |
2015 $ 2014 $ |
| (15,069,116) (9,166,699) 6,442,817 (5,902,417) (6,442,817) - |
|
| (15,069,116) (15,069,116) |
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 |
2015 $ 2014 $ |
|---|---|
| 954,000 10,056,990 1,048,000 11,573,000 |
|
| 2,002,000 21,629,990 |
To keep the exploration permits in good standing, work programs should meet certain minimum expenditure requirements. If the minimum expenditure requirements are not met, the Group has the option to negotiate new terms or relinquish the tenements. The Group also has the ability to meet expenditure requirements by joint venture or farm in agreements.
(b) Lease Expenditure Commitments
| Operating Leases (non-cancellable) | 2015 2014 |
|---|---|
| $ $ |
|
| Minimum lease payments - Not later than one year - Later than one year and not later than five years - Later than five years |
435,238 418,498 1,412,985 1,848,223 - - |
| 1,848,223 2,266,721 |
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 | 2015 2014 |
|---|---|
| $ $ |
|
| 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 |
- 3,991 - - - - |
| - 3,991 - (202) |
|
| - 3,789 |
|
| - 3,789 - - |
|
| - 3,789 |
Note 24. Contingent Liabilities
The Directors are not aware of any contingent assets and liabilities at 30 June 2015.
DGR Global Limited annual report for the year ended 30 June 2015
70
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 25. Share-Based Payments
DGR Global Ltd Options
On 2 December 2013, 12,000,000 DGR Global Ltd share options were granted to Directors under the Employee Share Option Plan and following approval granted by shareholders. The options are to take up one ordinary share in DGR Global Ltd at a price of 12 cents each. The options vested immediately and are due to expire on 30 November 2016. A value of $190,295 was calculated using the Black Scholes valuation methodology (refer below).
On 29 May 2014, 11,000,000 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 Ltd at a price of 12 cents each. The options vested immediately and are due to expire on 29 May 2017. A value of $195,800 was calculated using the Black Scholes valuation methodology (refer below).
On 15 April 2015, 4,400,000 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 Ltd as a price of 6.5 cents each. The options vested immediately and are due to expire on 14 April 2016. A value of $30,513 was calculated using the Black Scholes valuation methodology (refer below).
Movements in a number of options are as follows:
| 2015 | 2015 | 2014 | ||
|---|---|---|---|---|
| No. of | Weighted | No. of | Weighted | |
| Options | average | Options | average | |
| exercise | exercise | |||
| price | price | |||
| $ | $ | |||
| Outstanding at the beginning of the year | 32,934,838 | $0.14 | 32,550,000 | $0.28 |
| Granted | 4,400,000 | $0.065 | 27,634,838 | $0.11 |
| Forfeited | - | - | ||
| Exercised | - | - | ||
| Expired | (9,934,838) | $0.18 | (27,250,000) | $0.28 |
| Outstandingatyear-end | 27,400,000 | $0.11 | 32,934,838 | $0.14 |
| Exercisable atyear-end | 27,400,000 | $0.11 | 32,934,838 | $0.14 |
The weighted average exercise price of options outstanding at the end of the year was $0.11 (2014: $0.14).
The weighted average remaining contractual life of the options was 1.52 years (2014: 2.31 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 Ltd during the year (2014: nil).
Movements in the number of options are as follows:
| 2015 | 2015 | 2014 | 2014 | |
|---|---|---|---|---|
| No. of | Weighted | No. of | Weighted | |
| Options | average | Options | average | |
| exercise | exercise | |||
| price | price | |||
| $ | $ | |||
| Outstanding at the beginning of the year | 300,000 | $0.20 | 8,100,000 | $0.20 |
| Granted | - | - | - | - |
| Forfeited | - | - | (300,000) | $0.20 |
| Exercised | - | - | - | - |
| Expired | (300,000) | $0.20 | (7,500,000) | $0.20 |
| Outstandingatyear-end | - | - | 300,000 | $0.20 |
| Exercisable atyear-end | - | - | 300,000 | $0.20 |
There were no options on issue at the end of the year ended 30 June 2015. At the end of the prior year the weighted average exercise price was $0.20. The weighted average remaining contractual life of the options at the end of the prior year was 0.5 years.
DGR Global Limited annual report for the year ended 30 June 2015
71
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 25. Share-Based Payments (continued)
IronRidge Resources Ltd Options
There were no options issued in IronRidge Resources Ltd up until deconsolidation from the group (2014: 13,270,000).
Movements in the number of options are as follows:
| 2015 | 2015 | 2014 | 2014 | |
|---|---|---|---|---|
| No. of | Weighted | No. of | Weighted | |
| Options | average | Options | average | |
| exercise | exercise | |||
| price | price | |||
| $ | $ | |||
| Outstanding at the beginning of the year | 13,270,000 | £0.25 | - | - |
| Granted | - | - | 13,270,000 | £0.25 |
| Forfeited | - | - | - | - |
| Exercised | - | - | - | - |
| Expired | - | - | - | - |
| Outstanding at year-end/date of deconsolidation | 13,270,000 | £0.25 | 13,270,000 | £0.25 |
| Exercisable at year-end / date of deconsolidation | 13,270,000 | £0.25 | 13,270,000 | £0.25 |
The weighted average exercise price of options outstanding at the date of deconsolidation was £0.25 (2014: £0.25).
The weighted average remaining contractual life of the options at the date of deconsolidation was 2.83 years (2014: 3.5 years).
All options on issue will settle for one share each when exercised. There are no vesting conditions attached to the options.
Fair Value
The fair values of options granted in 2015 and 2014 were calculated by using a Black-Scholes options pricing model applying the following inputs:
DGR Global Ltd:
| 2015 | DGR Global Ltd |
|---|---|
| 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 |
$0.065 1 year $0.034 99.637% 1.71% 4,400,000 $0.007 |
| $30,513 |
| 2014 | DGR Global Ltd DGR Global Ltd |
|---|---|
| ESOP Underwriter Options |
|
| 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 |
$0.12 $0.06 3.0 years 1 year $0.031 -$0.032 $0.044 119.9% - 134.19% 85% 2.79% - 3.06% 2.82% 23,000,000 4,634,838 $0.0159 - $0.018 $0.0105 |
| $386,095 $48,820 |
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 25. Share-Based Payments (continued)
IronRidge Resources Ltd:
| 2014 | IronRidge Resources Ltd |
|---|---|
| ESOP £0.25 (A$0.46) 3.92 years £0.042 72.736% 1.78% 13,270,000 £0.007 (A$0.013) $171,711 |
|
| 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 |
Historical volatility has been the basis for determining expected volatility. The life of the options is based on the term to expiry.
Reconciliation of Reserve Movements
| Opening balance at 1 July Total share issue costs recognised in equity Total share-based payments expense Closing balance at 30 June Reconciliation of share based payments expense DGR Global Ltd options IronRidge Resources options IronRidge Resources shares Total share base payments expense |
2015 $ 2014 $ |
|---|---|
| 6,268,621 5,661,995 - 48,820 30,513 557,806 |
|
| 6,299,134 6,268,621 |
|
| 2015 $ 2014 $ |
|
| 30,513 386,095 - 171,711 - 617,950 |
|
| 30,513 1,175,756 |
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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) Transactions
-
(i) DGR Global Ltd has a commercial agreement with SolGold Plc, for the provision of administrative 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 2015 $360,000 (2014: $264,000) was paid or payable to DGR Global Ltd for the provision of the Services. The total amount receivable at year end was $310,690 (2014: nil).
-
(ii) DGR Global Ltd has a commercial agreement with Navaho Gold Ltd for the provision of administrative 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 2015 $300,000,000 was paid or payable to DGR Global (2014: $300,000) for the provision of the Services. The total amount receivable at year end was $355,933 (2014: $165,000).
-
(iii) DGR Global Ltd has a commercial agreement with Aus Tin Mining Ltd for the provision of administrative Services. In consideration for the provision of the Services, Aus Tin Mining Ltd pays DGR Global Ltd a monthly management fee. For the year ended to 30 June 2015 $192,000 (2014: $192,000) was paid or payable to DGR Global Ltd for the provision of the Services. The total amount receivable at year end was $172,112 (2014: $128,000).
-
(iv) DGR Global Ltd has a commercial agreement with Armour Energy Ltd for the provision of administrative 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 2015 $476,000 (2014: $483,000) was paid or payable to DGR Global for the provision of the Services. The total amount receivable at year end was $49,261 (2014: nil).
-
(v) Post deconsolidation from the Group, DGR Global Ltd has a commercial agreement with IronRidge Resources Ltd for the provision of administrative Services. In consideration for the provision of the Services, IronRidge Resources Ltd pays DGR Global Ltd a monthly management fee. For the period from deconsolidation to the year ended 30 June 2015 $120,000 was paid or payable to DGR Global for the provision of the Services. The total amount receivable at year end was $40,913.
-
(vi) Mr Brian Moller (a Director), is a partner in the firm Hopgood Ganim Lawyers. Hopgood Ganim Lawyers were paid $247,992 (2014: $331,973) 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 2015 there was a balance of $7,967 owing (2014: $258,991) included within current liabilities.
-
(vii) On 28 February 2014, BillTed Investments, an entity associated with DGR Global Chairman Mr Bill Stubbs provided a secured loan for $500,000 at an interest rate of 12% per annum. The loan was secured by 2,816,901 Orbis Gold Ltd shares. The loan was repaid in full on 2 December 2014. A total of $25,315 (2014: $24,658) interest was accrued and paid during the year ended 30 June 2015.
-
(vi) On 5 March 2014, Mather Investments, an entity associated with DGR Global CEO and Managing Director Mr Nicholas Mather provided a secured loan for $200,000 at an interest rate of 12% per annum. The loan was secured by 1,126,760 Orbis Gold Ltd shares. The loan was repaid in full on 1 December 2014. A total of $9,995 (2014:$7,890) interest was accrued and paid during the year ended 30 June 2015.
DGR Global Limited annual report for the year ended 30 June 2015
74
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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 2015
75
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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 2015 | DGR Global 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 Gain on loss of control of subsidiary Recycling adjustment on available for sale financial asset Gain on disposal of financial assets at fair value through profit and loss 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 Gain on disposal of financial assets at fair value through profit and loss Net profit (loss) before tax |
1,490,803 - - 4,160 13,795 - 635 - 455,467 - - - |
1,494,963 14,430 455,467 |
| 1,960,065 - 635 4,160 (2,750,942) 1,192,425 (526,141) (363,596) |
1,964,860 (455,467) 11,618,981 1,560,000 14,896,305 |
|
| 29,584,679 | ||
| (2,448,254) (12,615,179) 11,618,981 (2,184,242) 1,560,000 14,896,305 |
||
| 10,827,611 |
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 27. Operating Segments (continued)
| 30 June 2014 | DGR Global 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 Share losses of associates Net profit (loss) before tax |
1,247,100 - - - 16,130 4 2,221 2 941,645 |
1,247,100 18,357 941,645 |
| 2,204,875 4 2,221 2 (1,585,765) (319,931) (2,587,028) (6,605) |
2,207,102 (941,645) |
|
| 1,265,457 | ||
| (4,499,329) (3,725,964) (1,980,254) |
||
| (10,205,547) |
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 27. Operating Segments (continued)
| 30 June 2015 DGR Global Archer IronRidge Others |
Total |
|---|---|
| $ $ $ $ |
$ |
| (ii) Segment Assets Reconciliation of segment assets to Group assets 44,118,598 2,233,648 - 121,215 Inter-segment receivables and investments eliminated Total Group Assets Segment asset additions for the period - Exploration and evaluation assets 291,818 155,115 120,223 115,623 - Property, plant and equipment 14,142 - - - - Investments accounted for using the equity method 161,210 - - - - Investments in available for sale financial assets 2,551,883 - - - |
46,473,461 (5,244,467) |
| 41,228,994 | |
| 682,779 14,142 161,210 2,551,883 |
|
| 30 June 2014 DGR Global Archer IronRidge Others |
Total |
| $ $ $ $ |
$ |
| (ii) Segment Assets Reconciliation of segment assets to Group assets 43,407,793 1,663,912 2,137,582 371,779 Inter-segment receivables and investments eliminated Total Group Assets Segment asset additions for the period - Exploration and evaluation assets 350,630 114,225 579,520 243,624 - Property, plant and equipment 23,667 - - - - Investments accounted for using the equity method 25,000 - - - - Investments in available for sale financial assets 119,553 - - - |
47,581,066 (6,964,503) |
| 40,616,563 | |
| 1,287,999 23,667 25,000 119,553 |
Investments in associates are allocated to the DGR Global operating segment as the investment is held by that Company. The share of losses of associates is disclosed as a reconciling item as this only occurs on consolidation.
DGR Global Limited annual report for the year ended 30 June 2015
78
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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 | 2015 2014 |
|---|---|
| $ $ |
|
| 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 Aus Tin Mining Ltd - Investment in Armour Energy Ltd - Investment in Archer Resources Ltd - Investment in IronRidge Resources Ltd - Investment in Peel Mining Ltd - Investment in Silver City Resources - Investment in Argent Mining 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 Profit Reserve Accumulated Losses Total Shareholder’s equity Statement of Comprehensive Income Profit/(loss) for the year Total comprehensive income for the year |
20,720,068 717,387 654,884 1,413,437 1,138,198 600,976 511,462 534,739 2,864,473 2,915,304 3,998 - 3,420,351 7,914,842 - 12,090,000 227,087 179,420 1,290,153 251,060 3,377,250 11,632,750 4,056,401 4,056,400 5,280,497 1,101,468 520,000 - 3,098 - 50,669 - 10 10 |
| 23,398,531 42,690,406 |
|
| 44,118,598 43,407,793 |
|
| 3,789,979 2,084,767 783,823 1,407,625 |
|
| 4,573,802 3,492,392 |
|
| 39,544,796 39,915,401 |
|
| 24,057,609 23,999,223 3,936,331 3,905,818 20,053,041 26,786,484 6,273,939 - |
|
| (14,776,124) (14,776,124) |
|
| 39,544,796 39,915,401 |
|
| 7,309,555 (2,091,289) |
|
| 576,112 3,562,551 |
DGR Global Limited annual report for the year ended 30 June 2015
79
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 28. Parent Company (continued)
At 30 June 2015, 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 | 70,000 | - | C$0.04 |
| SolGold plc | 74,517,440 | - | £0.0225 |
| Navaho Gold Ltd | 113,543,456 | - | $0.002 |
| Aus Tin Mining Ltd | 258,030,650 | - | $0.003 |
| Armour EnergyLtd | 75,050,000 | - | $0.045 |
| Archer Resources Ltd | 40,000,000 | - | $0.05 |
| IronRidge Resources Ltd | 69,293,334 | - | £0.0413 |
| Peel MiningLtd | 2,000,000 | - | $0.26 |
| Silver CityMinerals Ltd | 154,900 | - | $0.02 |
| Argent Minerals Ltd | 2,533,439 | - | $0.02 |
Share price represents the market quoted price for listed investments at 30 June 2015 or the price at which the last round of financing was raised for unquoted investments.
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 2015 (2014: nil).
Contingent liabilities
The parent entity has no contingent liabilities.
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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 financial assets at fair value through profit & loss Recycling of Available for Sale Reserve through Profit & loss on initial application of AASB 9 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 - Increase/(decrease) in current tax payable Net cash flow from operations Non-cash investing and financing activities Additional investment in Associates through issue of shares in lieu of cash owing Issue of shares for interest on convertible note Issue of shares in lieu of cash for services Note 30. Financial Risk Management Financial Assets Cash and cash equivalents Trade and other receivables Available for sale financial assets Financial assets at fair value through other comprehensive income Cash on deposit Security bonds Financial Liabilities Bank overdraft Trade and other payables Convertible note Director loans Finance leases |
2015 $ 2014 $ 6,551,094 (7,251,697) 40,032 40,328 773,515 127,681 30,513 1,175,756 2,184,242 1,980,254 12,615,179 3,725,964 (14,896,305) - (1,560,000) - (11,618,981) - 6,063 39,186 (629,711) (226,795) 386,537 (387) 1,476,743 1,740,522 (182,202) (2,953,851) 2,196,264 - (2,633,080) (1,596,976) (161,210) (25,000) (60,000) (90,000) - (139,706) 2015 $ 2014 $ 19,636,608 37,186 1,088,115 459,852 - 20,263,903 5,296,268 - 314,000 314,000 858,499 386,959 |
|
|---|---|---|
| 27,193,490 21,461,900 |
||
| - 242,343 1,736,662 2,445,300 - 444,487 - 700,000 - 3,789 |
||
| 1,736,662 3,835,919 |
(a) General Objectives, Policies and Processes
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. The Group’s financial instruments consist mainly of deposits with banks, receivables and payables, and shares in listed corporations.
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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. There is no collateral held as security.
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 increased from a deficit of $2,507,361 in 2014 to a surplus of $16,791,797 in 2015. At 30 June 2014 the Group had a secured overdraft facility of $250,000, this facility was repaid on 8 August 2014 and the facility closed.
| Maturity Analysis 2015 | Carrying Amount Contractual Cash Flows <6 Months 6-12 Months 1-3 Years > 3 Years |
|---|---|
| $ $ $ $ $ $ |
|
| Financial liabilities Trade and other payables Total |
1,736,662 1,736,662 1,736,662 - - - |
| 1,736,662 1,736,662 1,736,662 - - - |
|
| Maturity Analysis 2014 | 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 Director loans Finance leases Total |
242,343 242,343 242,343 - - - 2,445,300 2,445,300 2,445,300 - - - 444,487 575,000 30,000 30,000 515,000 - 700,000 721,000 721,000 - - - 3,789 3,991 3,991 - - - |
| 3,835,919 3,987,634 3,442,634 30,000 515,000 - |
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
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* |
|
|---|---|
| 2015 $ 2015 $ 2015 $ 2015 $ 2015 % |
|
| (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 |
19,636,608 - - 19,636,608 0.01% - 1,088,115 1,088,115 - - 314,000 6,154,767 6,468,767 1.50% 19,636,608 314,000 7,242,882 27,193,490 - - 1,736,662 1,736,662 - - - - - - - - 1,736,662 1,736,662 |
- on interest bearing portion
| Floating Interest Rate Fixed Interest rate Non-interest bearing Total Carrying Amount Weighted Average effective interest Rate* |
|
|---|---|
| 2014 $ 2014 $ 2014 $ 2014 $ 2014 % |
|
| (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 |
37,186 - - 37,186 0.25% - - 459,852 459,852 - - 314,000 20,650,862 20,964,862 3.7% 37,186 314,000 21,110,714 21,461,900 - - 2,445,300 2,445,300 - 242,343 1,203,789 (55,513) 1,390,619 11.66% 242,343 1,203,789 2,389,787 3,835,919 |
- 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 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 30. Financial Risk Management (continued)
(d) Market Risk (Continued)
Interest rate risk (continued)
At 30 June 2015 the effect on profit and equity as a result of changes in the interest rate at that date would be as follows:
follows: |
||
|---|---|---|
| 2015 | 2014 | |
| $ | $ | |
| Change in profit and equity | ||
| - Increase in interest rate by 1% | 199,506 | (2,052) |
| - Decrease in interest rate by 1% | (199,506) | 2,052 |
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 2015 the effect on profit and equity as a result of changes in equity security prices would be as follows:
| 2015 | 2014 | |
|---|---|---|
| $ | $ | |
| 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% | 529,627 | 2,026,390 |
| - Decrease in equity security price by 10% | (529,627) | (2,026,390) |
* Financial assets revaluarion reserve/other comprehensive income.
The analysis assumes all other variables remain constant. It also assumes the investment in SolGold plc, Lions Gate Metals Inc, Aus Tin Mining Ltd, Peel Mining Ltd, Silver City Minerals Ltd and Argent Mining Ltd were remeasured to fair value on 30 June 2015 (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 9 Financial Instruments, as it is accounted for in accordance with Accounting Standard AASB 128 Investments in Associates.
Foreign exchange risk
The table below demonstrates the sensitivity to a reasonably possible change in the United States dollar against the Australian dollar.
the Australian dollar. |
||
|---|---|---|
| Change in US dollar | Effect on profit | |
| rate | before tax | |
| $ | ||
| 2015 | +10% | 49,462 |
| -5% | (24,731) | |
| 2014 | +10% | - |
| -5% | - |
Note 31. Fair Value
Fair value hierarchy
The following table details the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.
DGR Global Limited annual report for the year ended 30 June 2015
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NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 30 June 2015
Note 31. Fair Value (continued)
The following table presents the Group’s assets and liabilities measured and recognised at fair value at 30 June:
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| 2015 | |||||
| Financial assets at fair value through other comprehensive | |||||
| income | 5,296,268 | - | - | 5,296,268 | |
| Investments accounted for using the equity method | 8,884,805 | - | - | 8,884,805 | |
| Derivative liability | - | - | - | - | |
| 2014 | |||||
| Available for sale financial assets | 20,263,903 | - | - | 20,263,903 | |
| Investments accounted for using the equity method | 11,812,139 | - | - | 11,812,139 | |
| Derivative liability | - | (28,980) | - | (28,980) |
The financial assets at fair value through other comprehensive income and available for sale financial assets are measured based on the quoted market prices at 30 June.
Derivative financial instruments have been valued using quoted market rates. This valuation technique maximizes the use of observable market data where it is available and relies as little as possible on entity specific estimates.
Note 32. Disposal of Subsidiaries
On 12 February 2015, IronRidge Resources Ltd allotted and issued 67,416,667 orinary shares pursuant to an Initial Public Offering and was admitted to the London Stock Exchange (AIM). Following this DGR Global Ltd’s holding reduced to 26% and control was lost.
| 2015 $ |
|
|---|---|
| Fair value of retained investment IronRidge Resources Ltd at the date of disposal Assets and liabilities disposed: Cash and cash equivalents Trade and other receivables Other current assets Security deposits Property plant & equipment Exploration and evaluation assets Trade and other payables Other financial liabilities Non-controlling interest Net gain on disposal |
12,263,200 371,342 29,424 1,058,060 63,103 8,428 1,679,732 (2,185,143) (171,077) (209,650) |
| 644,219 | |
| 11,618,981 |
Note 33. Significant Events after Balance Date
On 13 July 2015, 2,500,000 DGR Global Ltd unlisted options were issued to an employee under the Employee Share Option Plan. The options consist of two tranches. 1,000,000 unlisted options to take up one ordinary share at a price of 6.5 cents, exersisable through to 10 July 2016 and 1,500,000 unlisted options to take up one ordinary share at a price of 12 cents exercisable through to 29 May 2017.
On 31 July 2015, DGR Global Ltd paid a fully franked dividend of $0.0025 per share as previously announced to the market on 26 June 2015. $813,401 was paid as cash dividends and $222,215 was paid through the issue of shares under the Company’s Dividend Reinvestment Plan. A total of 7,407,167 shares were issued at a price of $0.03 per share.
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 2015
85
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DIRECTORS’ DECLARATION
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In the opinion of the Directors:
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(a) The financial statements and notes of DGR Global Ltd for the financial year ended 30 June 2015 are in accordance with the Corporations Act 2001 , including:
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(i) Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and performance for the year then ended;
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(ii) Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;
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(b) The financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1; and
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(c) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, as disclosed in note 1.
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(d) The remuneration disclosures contained in the Remuneration Report comply with s300A of the Corporations Act 2001.
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This declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the financial year ended 30 June 2015.
Signed in accordance with a resolution of the Directors.
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Nicholas Mather Managing Director
Brisbane Date: 29 September 2015
DGR Global Limited annual report for the year ended 30 June 2015
86
Tel: +61 7 3237 5999 Level 10, 12 Creek St Fax: +61 7 3221 9227 Brisbane QLD 4000 www.bdo.com.au GPO Box 457 Brisbane QLD 4001 Australia
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INDEPENDENT AUDITOR’S REPORT
To the members of DGR Global Limited
Report on the Financial Report
We have audited the accompanying financial report of DGR Global Limited, which comprises the consolidated statement of financial position as at 30 June 2015, 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 Stat ements, 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.
87
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
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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.
Opinion
In our opinion:
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(a) the financial report of DGR Global Limited is in accordance with the Corporations Act 2001 , including:
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(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and
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(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
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(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 29 of the directors’ report for the year ended 30 June 2015. 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 2015 complies with section 300A of the Corporations Act 2001 .
BDO Audit Pty Ltd
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Damian Wright Director
Brisbane, 29 September 2015
88
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.