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DGR GLOBAL LIMITED — Interim / Quarterly Report 2015
Mar 12, 2015
64771_rns_2015-03-12_e14b45cb-b82d-41b3-a411-9f59079b397c.pdf
Interim / Quarterly Report
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DGR GLOBAL LIMITED AND CONTROLLED ENTITIES ACN 052 354 837
FINANCIAL REPORT
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
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Corporate Information
DIRECTORS
William Stubbs (Chairman) Nicholas Mather (Managing Director) Brian Moller Vincent Mascolo
COMPANY SECRETARY
Karl Schlobohm
REGISTERED OFFICE AND PRINCIPAL BUSINESS OFFICE
DGR GlobalLimited Level 27 111 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 Limited Level 15, 324 Queen Street Brisbane QLD 4000 Telephone: +61 7 3320 2235 Facsimile: +61 7 3228 4999
AUDITORS
BDO Audit Pty Ltd Level 10, 12 Creek Street Brisbane QLD 4000
COUNTRY OF INCORPORATION Australia
STOCK EXCHANGE LISTING
Australian Securities Exchange ASX Code: DGR
INTERNET ADDRESS www.dgrglobal.com
AUSTRALIAN BUSINESS NUMBER
ABN 67 052 354 837
DGR Global Limited financial report for the half-year ended 31 December 2014
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Directors' Report
Your Directors submit the financial report of the consolidated entity for the half-year ended 31 December 2014.
DIRECTORS
The names of persons who held office during or since the end of the half-year:
William Stubbs (Non-Executive Chairman) Nicholas Mather (Managing Director and Chief Executive Officer) Brian Moller (Non-Executive Director) Vincent Mascolo (Non-Executive Director)
REVIEW OF OPERATIONS
The loss after income tax for the half year ended 31 December 2014 was $7,854,826(31 December 2013$1,460,280).
DGR Global’s business is resource-project generation and discovery across a range of commodities, including copper, gold, nickel, tin, iron ore, titanium, 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 also maintains its cornerstone investor position in subsidiaries that move to listing on a recognised stock exchange.
Exploration and Development of Subsidiaries
During the half-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 half-year included:
IronRidge Resources Limited (26.3%)
-
Tchibanga North exploration permit granted, bringing total tenure at Tchibanga and Belinga Sud to 5,400 km[2] .
-
Assore Limited and Sumitomo Corporation secured as cornerstone investors for IronRidge Resources IPO and listing on LSE – AIM in first quarter 2015[1] . A 5,000 metre drilling and exploration program at Tchibanga and Belinga Sud Project areas planned after listing.
DGR Global Limited
- Following an extensive drilling program using equipment mounted on a pontoon 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[2] .
Pinnacle Gold Pty Ltd (94%)
- New EPM application lodged over prospective gold targets situated between the former Black Jack and Mt Leyshon Mines near Charters Towers.
Investments
Armour Energy Limited (25%) – ASX: AJQ
-
New technical data further derisks the extensive shale play in ATP 1087, Queensland – world class Total Organic Carbon (TOC) content in the Lawn and Riversleigh shales; gas analysis from Egilabria 2 well shows high methane and very low CO2; and confirmed gas desorption from Lawn and Riversleigh shale cuttings[3] .
-
Memorandums of Understanding signed for future gas supply with MMG Century and Aeon Metals for 8 – 11 PJ per annum[4] .
DGR Global Limited financial report for the half-year ended 31 December 2014
Page 3
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SolGold plc (8%) – LSE: SOLG
-
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.
-
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 1370m whilst still in mineralisation, at limit of the rig capability[5] .
-
Drilling of Stage 2 holes CSD – 14-006, 007 and 008 delivered further long intersections of copper and gold mineralisation[6] .
-
Initial assays from current Hole CSD – 14- 009 produce the best intersection to date, comparable to globally significant drill intersections at existing large porphyry copper-gold deposits, with the down hole interval extending over 1 kilometre and remaining open at depth[7] .
-
Final geophysical models based on Orion 3D Induced Polarisation and Magneto Teluric surveys support robust porphyry copper-gold targets at Northwest and Southeast Alpala and Aguinaga within the Cascabel Project Area[8] .
Orbis Gold Limited (14.6%) – ASX: OBS
-
An impressive updated resource estimate (Indicated and Inferred) at Natougou was released by Orbis Gold on 4 August 9
-
2014, and further details are available on the ASX or the company website www.orbisgold.com.au .
-
An updated scoping study on Natougou (the results of which were announced by PBS to the ASX on 14 October 2014) indicate development will deliver exceptional economic returns[10] .
-
Multi-rig drilling program commenced late October targeting expansion of the mineral resource inventory at Natougou[11] .
-
Unsolicited off-market takeover offer @ $0.65 per share received from SEMAFO Inc[12] .
Aus Tin Mining Limited (14.3%) – ASX: ANW
-
Maiden JORC resource estimate confirms Taronga as a world class tin project.
-
Details of the maiden resource (79% Indicated) can be viewed in the ANW ASX announcement on 5 August 2013[13] .
-
Metallurgical flow sheet completed for Taronga pre-feasibility study. Ore described as coarse grained, having simple metallurgy, and highly amenable to pre-concentration[14] .
-
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[15] .
Navaho Gold Limited (19.5%) – ASX: NVG
-
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[16] .
-
Acquisition of prospective thermal and metallurgical coal projects in Argentina and appointment of Messrs. Neil Stuart and David Mason as Directors of Navaho Gold[17] .
Corporate
-
London based New Opportunities Group targeting bulk commodities in Africa and the Middle East.
-
Advancement of new development projects in Australia, Africa and the Americas focussed on base metals, bulk commodities, oil and gas.
Footnotes:
1DGR ASX Releases 2/12/14 and 12/1/15 3AJQ ASX Releases 27/5 and 16/10/14 5SOLG LSE Releases 14/1,25 and 27/2, 3 and 24/3/14 7SOLG LSE Release 12/1/15
9OBS ASX Release 4/8/14 11OBS ASX Release 14/10/14 13ANW ASX Release 26/8/13 15ANW ASX Release 7/4/14 17NVG ASX Releases 3/10 and 22/12/14
2DGR ASX Release 4/8/14 4AJQ ASX Releases 17/7 and 26/11/14
-
6SOLG LSE Releases 2/5, 26/8 and 10/9/14
-
8SOLG LSE Releases 1, 4 and 8/12/14 10OBS ASX Release 14/10/14
-
12OBS ASX Releases 13 and 16/10, and 1/12/14 14ANW ASX Release 23/10/13 16NVG ASX Release 18/9/14
DGR Global Limited financial report for the half-year ended 31 December 2014
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The current aggregate market value of DGR’s listed assets may be represented as follows:
| Investment | Number of Shares | Number of Options | Market Value# |
|---|---|---|---|
| / Warrants | |||
| (unlisted) | |||
| Lions Gate Metals Inc | 75,000 | - | 6,180 |
| SolGoldplc | 54,517,440 | - | 3,100,950 |
| Navaho Gold Ltd | 113,543,456 | - | 340,630 |
| IronRidge Resources Ltd | 62,293,334 | - | 8,304,480 |
| Aus Tin MiningLtd | 133,030,650 | - | 532,120 |
| Armour EnergyLtd | 75,050,000 | - | 3,977,650 |
| Total market value of DGR Global’s | |||
| listed assets | 16,261,260 | ||
| Total DGR Global shares on issue | 412,162,185 | ||
| Value attributable to each DGR | |||
| share(excluding cash) | 3.9 cents |
Market value represents the market quoted price for listed investments at 12 March 2015. No value has been attributable to the options or prospects in development.
EVENTS SUBSEQUENT TO BALANCE DATE
On 1 December 2014, Semafo Inc. made an off-market takeover offer to acquire all of the ordinary shares in Orbis Gold Limited. On 12 February 2015 Semafo Inc. made a final offer of $0.713 per share to acquire all of the ordinary shares in Orbis Gold Limited, which was accepted by DGR Global. On 16 February 2015 Semafo Inc. declared the offer unconditional. On 11 March 2015, DGR Global received $26,049,775 in proceeds from the takeover.
Subsequent to the reporting date, IronRidge Resources Limited was admitted to the official list of the AIM with official quotation of securities in the Company commencing on Thursday, 12 February 2015. DGR Global Limited holds 62,293,334 (26.33%) shares in IronRidge Resources Limited.
The Directors are not aware of any events since 31 December 2014 that impact upon the financial report as at 31 December 2014.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration, under section 307C of the Corporations Act 2001, is set out on page 6 for the half-year ended 31 December 2014.
This report is signed in accordance with a resolution of the Board of Directors.
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Nicholas Mather Managing Director
Brisbane Date:13 March 2015
Competent Persons Statement
The information herein that relates to Exploration Results is based on information compiled by Nicholas Mather B.Sc (Hons) Geol., who is a Member of The Australian Institute of Mining and Metallurgy. Mr Mather is employed by Samuel Capital Pty Ltd which provides certain consultancy services including the provision of Mr Mather as the Managing Director of DGR GlobalLimited (and a Director of DGR GlobalLimited’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 financial report for the half-year ended 31 December 2014
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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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DECLARATION OF INDEPENDENCE BY T J KENDALL TO THE DIRECTORS OF DGR GLOBAL LIMITED
As lead auditor for the review of DGR Global Limited for the half-year ended 31 December 2014, 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 review; and
-
No contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of DGR Global Limited and the entities it controlled during the period.
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T J Kendall Director
BDO Audit Pty Ltd Brisbane, 13 March 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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Consolidated Statement of Comprehensive Income for the half-year ended 31 December 2014
| Consolidated | |
|---|---|
| Note | 6 Months to 31 December 2014 6 Months to 31 December 2013 |
| $ $ |
|
| Revenue and other income Revenue 2 Other income 2 Total revenue and other income Exploration costs written off Finance costs Employee benefits expenses Depreciation expenses Legal expenses Administration and consulting expenses Revaluation of financial liabilities at fair value through profit or loss 7 Share of profits (losses) of associates 6 Share based payments expense Other expenses 2 Profit/ (loss) before income tax Income tax benefit(expense) 3 Profit / (loss) for the period Other comprehensive income Items that will be reclassified to profit or loss Net fair value gains (losses) on available for sale financial assets Tax effect of net fair value gains (losses) on available for sale financial assets 3 Total comprehensive income for the period Profit / (loss) for the period attributable to: Members of the parent company Non-controlling interests Total comprehensive income for the period attributable to: Members of the parent company Non-controlling interests |
673,074 591,011 282,542 3,900 |
| 955,616 594,911 |
|
| (583,752) (7,642) (94,282) (53,246) (875,912) (977,983) (18,473) (21,450) (99,822) (30,266) (872,117) (935,222) 18,319 (15,678) (413,889) 117,742 - (593,045) (7,541,411) (2,522,926) |
|
| (9,525,723) (4,444,805) 1,670,897 2,984,525 |
|
| (7,854,826) (1,460,280) |
|
| 4,455,796 9,946,414 (1,336,739) (2,984,525) |
|
| (4,735,769) 5,501,609 |
|
| (7,765,755) (89,071) (969,851) (490,429) |
|
| (7,854,826) (1,460,280) |
|
| (4,646,698) (89,071) 5,992,038 (490,429) |
|
| (4,735,769) 5,501,609 |
|
| 2014 Cents 2013 Cents (1.9) (0.2) (1.9) (0.2) |
|
| Earnings / (loss) per share Basic earnings / (loss)per share 4 Diluted earnings / (loss)per share 4 |
The consolidated statement of comprehensive income should be read in conjunction with the notes to the financial statements.
DGR Global Limited financial report for the half-year ended 31 December 2014
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Consolidated Statement of Financial Position as at 31 December 2014
| Consolidated | |
|---|---|
| 31 December 30 June |
|
| 2014 2014 |
|
| Note | $ $ |
| CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets Total Current Assets NON-CURRENT ASSETS Other financial assets 5 Investments accounted for using the equity method 6 Property, plant and equipment Exploration and evaluation assets Total Non-Current Assets TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Other financial liabilities 7 Derivative liability 7 Total Current Liabilities NON-CURRENT LIABILITIES Other financial liabilities 7 Derivative liability 7 Deferred tax liabilities Provisions Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses Equity attributable to members of the parent entity Non-controlling interests TOTAL EQUITY |
682,651 37,186 347,794 459,852 630,113 387,033 1,660,558 884,071 24,952,603 20,964,862 4,018,052 11,812,139 527,307 545,783 6,160,746 6,409,708 35,658,708 39,732,492 37,319,266 40,616,563 2,479,082 2,445,300 2,573,168 946,132 10,661 - 5,062,911 3,391,432 - 444,487 - 28,980 - 334,158 600,000 600,000 600,000 1,407,625 5,662,911 4,799,057 31,656,355 35,817,506 23,999,223 23,999,223 30,708,913 27,194,590 (22,834,871) (15,069,116) 31,873,265 36,124,697 (216,910) (307,191) 31,656,355 35,817,506 |
The consolidated statement of financial position should be read in conjunction with the notes to the financial statements.
DGR Global Limited financial report for the half-year ended 31 December 2014
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Consolidated Statement of Cash Flows for the half-year ended 31 December 2014
| Consolidated | |
|---|---|
| Note | 6 months to 31 December 6 months to 31 December |
| 2014 2013 |
|
| $ $ |
|
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts in the course of operations Payments to suppliers and employees Interest received Interest and other costs of finance paid Net cash outflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Security deposit refunds (payments), net Payments for property, plant and equipment Payments for investments in available-for-sale financial assets Proceeds from the sale of investments in available-for-sale financial assets Payments for exploration and evaluation assets Net cash inflow/(outflow) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Proceeds from issue of shares in subsidiaries to non- controlling interests Share issue costs Prepaid IPO costs Proceeds from borrowings Repayment of borrowings Net cash inflow/(outflow) from financing activities Net increase/(decrease) in cash held Cash (bank overdraft), net at 1 July Cash at 31 December |
431,441 559,900 (1,544,709) (1,625,920) 7,074 10,012 (59,692) (3,653) |
| (1,165,886) (1,059,661) |
|
| - 4,160 - (1,912) - (119,553) 936,529 - (566,372) (995,339) |
|
| 370,157 (1,112,644) |
|
| - 1,821,730 574,618 999,238 - (97,753) (259,631) (41,759) 2,072,307 - (703,757) (20,473) |
|
| 1,683,537 2,660,983 |
|
| 887,808 488,678 (205,157) (148,055) |
|
| 682,651 340,623 |
The consolidated statement of cash flows should be read in conjunction with the notes to the financial statements.
DGR Global Limited financial report for the half-year ended 31 December 2014
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Consolidated Statement of Changes in Equity for the half-year ended 31 December 2014
| Available- For-Sale Financial Assets Reserve |
Non- controlling Interests Total Equity |
|||||
|---|---|---|---|---|---|---|
| Change in Proportionate Interest Reserve |
||||||
| Share Based Payment Reserve |
||||||
| Issued Capital Accumulated Losses |
||||||
| Total | ||||||
| $ $ |
$ | $ | $ | $ | $ $ |
|
| At 1 July 2013 Net profit (loss) for the period Other comprehensive income Total comprehensive income for the period Issue of shares Issue of shares to non-controlling shareholders Share issue costs, net of tax Share based payments At 31 December 2013 Net profit (loss) for the period Other comprehensive income Total comprehensive income for the period Issue of shares Issue of shares to non-controlling shareholders Share issue costs, net of tax Share based payments At 30 June 2014 Net profit (loss) for the period Other comprehensive income Total comprehensive income for the period Issue of shares to non-controlling shareholders At 31 December 2014 |
22,092,180 (9,166,699) - (969,851) - - |
5,661,995 - - |
(5,194,269) - 6,961,889 |
17,423,851 - - |
30,817,058 (969,851) 6,961,889 |
28,533 30,845,591 (490,429) (1,460,280) - 6,961,889 |
| - (969,851) 2,015,841 - - - (212,855) - - - |
- - - 48,820 190,295 |
6,961,889 - - - |
- - 752,922 (40,013) - |
5,992,038 2,015,841 752,922 (204,048) 190,295 |
(490,429) 5,501,609 - 2,015,841 866,266 1,619,188 - (204,048) - 190,295 |
|
| 23,895,166 (10,136,550) |
5,901,110 | 1,767,620 | 18,136,760 | 39,564,106 | 404,370 39,968,476 |
|
| - (4,932,566) - - |
- - |
- 888,944 |
- - |
(4,932,566) 888,944 |
(858,851) (5,791,417) - 888,944 |
|
| - (4,932,566) 30,000 - - - 74,057 - - - |
- - - - 367,511 |
888,944 - - - - |
- - 132,645 - - |
(4,043,622) 30,000 132,645 74,057 367,511 |
(858,851) (4,902,473) - 30,000 147,290 279,935 - 74,057 - 367,511 |
|
| 23,999,223 (15,069,116) |
6,268,621 | 2,656,564 | 18,269,405 | 36,124,697 | (307,191) 35,817,506 |
|
| - (7,765,755) - - |
- - |
- 3,119,057 |
- - |
(7,765,755) 3,119,057 |
(89,071) (7,854,826) - 3,119,057 |
|
| - (7,765,755) - - |
- - |
3,119,057 - |
- 395,266 |
(4,646,698) 395,266 |
(89,071) (4,735,769) 179,352 574,618 |
|
| 23,999,223 (22,834,871) |
6,268,621 | 5,775,621 | 18,664,671 | 31,873,265 | (216,910) 31,656,355 |
The consolidatedstatement of changes in equity should be read in conjunction with the notes to the financial statements.
DGR Global Limited financial report for the half-year ended 31 December 2014
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Notes to the Consolidated Financial Statementsfor the half-year ended 31 December 2014
NOTE 1 Summary of Significant Accounting Policies
Corporate information
The financial report of DGR Global Limited and its controlled entities (the “Group”) for the half year ended 31 December 2014 was authorised for issue in accordance with a resolution of the Directors on 13 March 2015. DGR Global Limited is a public company limited by shares that is incorporated and domiciled in Australia.
Basis of preparation of half-year financial statements
This general purpose financial report for the half-year ended 31 December 2014has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001 .
The half-year financial report does not include all notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report.
It is recommended that the half-year financial report be read in conjunction with the annual report for the year ended 30 June 2014 and considered together with any public announcement made by DGR Global Limited during the half-year ended 31 December 2014 in accordance with the continuous disclosure obligations of the ASX listing rules.
The accounting policies and methods of computation are the same as those adopted in the most recent annual financial report.
Going concern
The half-year report has been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the ordinary course of business. The ability of the Group to continue to adopt the going concern assumption will depend upon a number of matters including the subsequent successful raisings in the future of necessary funding, successful closure of several capital raisings in its project specific subsidiary companies during the coming 12 months in the furtherance of its corporate model, the successful exploration and subsequent exploitation of the Group’s tenements, and the realization of assets held as Available for Sale.
On 12 February 2015 Semafo Inc. made a final offer of $0.713 per share to acquire all of the ordinary shares in Orbis Gold Limited, which was accepted by DGR Global. On 16 February 2015 Semafo Inc. declared the offer unconditional. On 11 March 2015, DGR Global received $26,049,775 in proceeds from the takeover. The proceeds are sufficient in the opinion of the Directors for the Company to continue as a going concern.
Comparatives
When required by Accounting Standards, comparatives have been adjusted to conform to changes in presentation for the current half-year.
DGR Global Limited financial report for the half-year ended 31 December 2014
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Notes to the Consolidated Financial Statementsfor the half-year ended 31 December 2014
| 6 Months to 31 December2014 6 Months to 31 December2013 |
|
|---|---|
| $ $ |
|
| 2. Profit / (Loss) Profit (loss) before income tax has been determined after: Revenue Interest Management fees Total revenue Other income Gain on sale of equity accounted investments Gain on loss of significant influence Recycling of available for sale reserve through profit and loss Other income Total other income Other expenses - Impairment of investment in associate 3. Income Tax (a) Income tax (benefit)/expense Deferred tax (b) Numerical reconciliation of income tax payable to prima facie tax payable Prima facie tax expense on profit (loss) before income tax at 30% (2013: 30%) Add tax effect of: Movement in deferred tax on investments Share based payments Increase in deferred tax assets not recognised Other timing differences Less tax effect of: Benefit of net deferred tax assets relating to prior years not previously recognised (c) Tax (benefit)/expense relating to items of other comprehensive income Available for sale financial assets |
7,074 10,011 666,000 581,000 |
| 673,074 591,011 |
|
| - - - - 271,101 - 11,441 3,900 |
|
| 282,542 3,900 |
|
| (7,541,411) (2,522,926) (1,670,897) (2,984,525) |
|
| (1,670,897) (2,984,525) |
|
| (2,857,717) (1,333,442) - - 177,914 - 644,276 - (69,311) |
|
| (2,857,717) (580,563) 1,186,820 (2,403,962) |
|
| (1,670,897) (2,984,525) |
|
| 1,336,739 2,984,525 |
|
| 1,336,739 2,984,525 |
DGR Global Limited financial report for the half-year ended 31 December 2014
Page 12
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Notes to the Consolidated Financial Statementsfor the half-year ended 31 December 2014
| Opening balance 30 June 2014 Closing balance 31 December 2014 |
|
|---|---|
| $ $ |
|
| 3. Income Tax (continued) (d) Deferred tax assets/(liabilities) Deferred tax asset Carried forward tax losses Accruals / provisions Capital raising costs expensed Impairment of associates AFS revaluation Deferred tax liability Property, plant and equipment AFS revaluation Impairment of associates Exploration and evaluation assets Net deferred tax asset/(liability) Deferred tax assets not recognised Unused tax losses Tax benefit at 30% (30 June 2014: 30%) |
7,987,405 7,055,490 19,351 23,104 107,177 52,815 355,692 355,692 542,609 1,353,275 |
| 9,012,235 8,840,376 (67,599) (67,599) (4,190,179) (6,137,955) (3,489,817) (1,103,227) (1,598,799) (1,527,919) |
|
| (9,346,393) (8,840,376) |
|
| (334,158) - |
|
| 6,889,578 10,808,890 |
|
| 2,066,873 3,242,667 |
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 31 December 2014 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.
| 6 Months | to | 6 Months to | |
|---|---|---|---|
| 31 December | 31 December | ||
| 2014 | 2013 | ||
| $ | $ | ||
| 4. Earnings Per Share |
|||
| Calculation of basic and diluted earnings per share is in accordance with AASB 133 | Earnings per | Share. | |
| Earnings in cents per ordinary share: | |||
| Basic earnings (loss) per share – cents | (1.9) | (0.2) | |
| Diluted earnings (loss) per share – cents | (1.9) | (0.2) | |
| Net profit (loss) used in calculating basic and diluted earnings per share | (7,765,755) | (969,851) | |
| Number | Number | ||
| Weighted average number of ordinary shares used in the calculation of | |||
| basic earnings per share | 412,162,815 | 395,037,647 |
The options are considered non-dilutive as they were out of the money. Options may become dilutive in the future.
DGR Global Limited financial report for the half-year ended 31 December 2014
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Notes to the Consolidated Financial Statementsfor the half-year ended 31 December 2014
| 31 December 2014 $ |
30 June 2014 $ |
||
|---|---|---|---|
| 5. Other Financial Assets |
|||
| Available for sale financial assets (refer below) | 24,251,644 | 20,263,903 | |
| Cash on deposit held as security | 314,000 | 314,000 | |
| Securitybonds | 386,959 | 386,959 | |
| 24,952,603 | 20,964,862 | ||
| Movements in available for sale financial assets | |||
| Balance at beginning of reporting period | 20,263,903 | 8,928,874 | |
| Additions | 197,374 | 119,553 | |
| Additions – reclassification on loss of significant influence from investments accounted for using the equity method recognised at fair value |
- | - | |
| Disposals | (936,530) | - | |
| Fair valve adjustment on initial recognition as available for sale financial asset |
- | - | |
| Fair value adjustments through other comprehensive income | 4,726,897 | 11,215,476 | |
| Balance at end of reporting period | 24,251,644 | 20,263,903 |
Available-for-sale financial assets comprises of an investment in the ordinary issued capital of SolGold plc, a company listed on the London Stock Exchange Alternative Investment Market, an investment in the ordinary issued capital of Lions Gate Metals Inc, a company listed on the Toronto Stock Exchange, an investment in the ordinary issued capital of Orbis Gold Limited, a company listed on the Australian Securities Exchange and Aus Tin Mining Limited, a company listed on the Australian Securities Exchange.
| 6. Investments Accounted for Using the Equity Method |
|||
|---|---|---|---|
| Balance at beginning of reporting period | 11,812,139 | 17,493,357 | |
| Additional investment - cash | - | - | |
| Additional investment - shares | 161,213 | 25,000 | |
| Sale of investments | - | - | |
| Share of associatesprofits (losses) after income tax | (413,889) | (1,980,254) | |
| Impairment | (7,541,411) | (3,725,964) | |
| Balance at end of reporting period | 4,018,052 | 11,812,139 |
Impairment relates to the investments in Navaho Gold Limited and Armour Energy Limited. On initial recognition the share price of Navaho Gold Limited was $0.20 and the share price of Armour Energy Limited was $0.50. At 31 December 2014 the share price had fallen to $0.003 and $0.049, respectively, and the value of the investment adjusted to reflect the fair value.
DGR Global Limited financial report for the half-year ended 31 December 2014
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Notes to the Consolidated Financial Statementsfor the half-year ended 31 December 2014
| 31 December 2014 $ |
30 June 2014 $ |
||
|---|---|---|---|
| 7. Other financial liabilities |
|||
| Current | |||
| Bank overdraft | - | 242,343 | |
| Lease liabilities – secured | 29 | 3,789 | |
| Borrowings – Director Loans | - | 700,000 | |
| Borrowings – Maxit Capital Loan | 2,109,059 | - | |
| Borrowings – convertible notes | 464,080 | - | |
| 2,573,168 | 946,132 | ||
| Non-Current | |||
| Lease liabilities – secured | - | - | |
| Borrowings - convertible notes | - | 444,487 | |
| - | 444,487 | ||
| Convertible Notes | |||
| The carrying value of the convertible notes is disclosed as: | |||
| Borrowings – convertible notes | 464,080 | 444,487 | |
| Derivative liability | 10,661 | 28,980 | |
| 474,741 | 473,467 |
DGR Global Limited issued 500,000 $1 convertible notes to raise $500,000 on 16 November 2012. The notes are convertible to ordinary shares in DGR Global or into a basket of shares in listed unencumbered entities held by DGR Global (calculated based on the proportional value of the basket of shares held by DGR), at the Noteholder’s election up until 16 July 2015. The number of shares to be converted will be dependent on the conversion price, which is the higher of $0.12 or 80% of the last published net tangible asset value of DGR’s investments. If the Noteholder elects to convert into a basket of shares, the proportional value of the basket will be determined by the 5 day VWAP of the listed unencumbered shares. The convertible notes are presented in the balance sheet as follows:
Borrowings – convertible notes
| Borrowings – convertible notes | |||
|---|---|---|---|
| Face value of notes issued | 500,000 | 500,000 | |
| Derivative liability– fair value initiallyrecognised | (117,557) | (117,557) | |
| 382,443 | 382,443 | ||
| Accretion of interest expense | 81,637 | 62,044 | |
| Non-current liability | 464,080 | 444,487 | |
| Derivative liability | |||
| Fair value initially recognised | 117,557 | 117,557 | |
| Fair value movement to the end of the reporting period | (106,896) | (88,577) | |
| 10,661 | 28,980 |
Borrowings – Maxit Capital Loan
On 28 November 2014 DGR Global Limited entered into a short term secured $2 millionCanadian dollars debt facility with Maxit Capital LP. The facility is secured by 20,000,000 of DGR Global Limited’s Orbis Gold shares. Additionally the facility has been guaranteed by Mr Nicholas Mather, CEO and Managing Director of DGR Global Ltd.The facility is repayable in Canadian dollars, four calendar months from the date of the advance, being 27 March 2015.
8. Commitments, Contingent Liabilities and Contingent Assets
Future Exploration Commitments
The Group is expected to have 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 expected commitments to be undertaken are as follows:
| Less than 12 months Between 12 months and 5 years |
31 December 2014 $ 30 June 2014 $ 9,687,990 10,056,990 11,182,000 11,573,000 |
|---|---|
| 20,869,990 21,629,990 |
To keep the tenements 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.
There are no other significant changes to commitments disclosed in the most recent annual financial report.
DGR Global Limited financial report for the half-year ended 31 December 2014
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Notes to the Consolidated Financial Statementsfor the half-year ended 31 December 2014
8. Commitments, Contingent Liabilities and Contingent Assets (continued)
Contingent Liabilities and Contingent Assets
The company has committed to provide financial support as and when required to Navaho Gold Ltd for 12 months from 13 March 2015 or until such time as Navaho Gold Ltd securers funding to continue its activities. There is uncertainty as to when and the amount of any outflows that may occur under this commitment, accordingly it is not possible to disclose the estimated financial effect of this commitment.
There are no other contingent liabilities or contingent assets at 31 December 2014.
9. Segment Reporting
The group reports information to the board of Directors along company lines. That is, the financial position of DGR Global Limited 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 thresholds and are therefore not reported separately, are aggregated as Other Subsidiaries.
| DGR Global | DGR Global | Archer |
IronRidge |
||
|---|---|---|---|---|---|
| DGR Global | Other | Total | |||
| 31December 2014 | Resources |
Resources |
|||
| $ | $ | $ | $ | $ | |
| (i) Segment performance | |||||
| Revenue | |||||
| External revenue 672,604 - 470 - 673,074 |
|||||
| Inter-segment revenue 294,000 - - - 294,000 |
|||||
| Total segment revenue 966,604 - 470 - 967,074 |
|||||
| Reconciliation of segment revenue to group revenue | |||||
| Elimination of inter-segment revenue (294,000) |
|||||
| Total group revenue 673,074 |
|||||
| Segment net profit (loss) before tax (828,013) (151,489) (417,572) (173,349) (1,570,423) |
|||||
| Reconciliation of segment result to group net profit / loss before tax | |||||
| Share of losses of associates (413,889) |
|||||
| Impairment of investment in associate (7,541,411) |
|||||
| Net profit before tax (9,525,723) |
DGR Global Limited financial report for the half-year ended 31 December 2014
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Notes to the Consolidated Financial Statementsfor the half-year ended 31 December 2014
9. Segment Reporting (continued)
| DGR Global | DGR Global | Archer |
IronRidge |
||
|---|---|---|---|---|---|
| DGR Global | Other | Total | |||
| 31December 2013 | Resources |
Resources |
|||
| $ | $ | $ | $ | $ | |
| (i) Segment performance | |||||
| Revenue | |||||
| External revenue 8,172 4 1,835 - 10,011 |
|||||
| Inter-segment revenue 1,020,069 - - - 1,020,069 |
|||||
| Total segment revenue 1,028,241 4 1,835 - 1,030,080 |
|||||
| Reconciliation of segment revenue to group revenue | |||||
| Elimination of inter-segment revenue (439,069) |
|||||
| Total group revenue 591,011 |
|||||
| Segment net profit (loss) before tax | |||||
| Reconciliation of segment result to group net profit / loss before tax (777,114) (159,935) (1,101,775) (797) (2,039,621) |
|||||
| Share of losses of associates 117,742 |
|||||
| Impairment of investment in associate (2,522,926) |
|||||
| Net profit before tax (4,444,805) |
DGR Global Limited financial report for the half-year ended 31 December 2014
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Notes to the Consolidated Financial Statementsfor the half-year ended 31 December 2014
9. Segment Reporting (continued)
| (ii) Segment assets | (ii) Segment assets | (ii) Segment assets | (ii) Segment assets | (ii) Segment assets | (ii) Segment assets |
|---|---|---|---|---|---|
| Archer | IronRidge | ||||
| 31 December 2014 | DGR Global | Other | Total | ||
| Resources | Resources | ||||
| $ $ $ |
$ | $ | |||
| Segment assets 37,517,415 2,120,548 2,626,009 213,172 42,477,144 |
|||||
| Reconciliation of segment assets to group assets | |||||
| Inter-segment receivables and investmentseliminations (5,157,878) |
|||||
| Total group assets 37,319,266 |
|||||
| Segment asset additions for the period - Exploration and evaluation assets 164,795 17,606 87,026 65,365 334,792 - Property, plant and equipment - - - - - - Investments in available for sale assets 197,374 - - - 197,374 - Investments accounted for using the equity method 161,210 - - - 161,210 |
|||||
| Archer | IronRidge | ||||
| 30 June 2014 | DGR Global | Other | Total | ||
| Resources | Resources | ||||
| $ $ $ |
$ | $ | |||
| Segment assets | |||||
| Reconciliation of segment assets to group assets 43,407,793 1,663,912 2,137,582 371,779 47,581,066 |
|||||
| Inter-segment receivable eliminations (6,964,503) |
|||||
| Total group assets 40,616,563 |
|||||
| Segment asset additions for the period - Exploration and evaluation assets 350,630 114,225 579,520 243,624 1,287,999 - Property, plant and equipment 23,667 - - - 23,667 - Investments accounted for using the equity method 25,000 - - - 25,000 - Investments in available for sale financial assets 119,553 - - - 119,553 |
DGR Global Limited financial report for the half-year ended 31 December 2014
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Notes to the Consolidated Financial Statementsfor the half-year ended 31 December 2014
10. Financial Instruments
The fair values of financial assets and financial liabilities approximate their carrying amounts principally due to their short-term nature or the fact that they are measured and recognised at fair value.
To provide an indication about the reliability of inputs used in determining fair value, the group classifies its financial instruments into the three levels prescribed under the accounting standards. An explanation of each level follows underneath the table.
The following table presents the Group’s financial assets and liabilities measured and recognised at fair value at 31 December 2014 and 30 June 2014 on a recurring basis.
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| 31 December 2014 | |||||
| Available for sale financial assets | 24,251,644 | - | - | 24,251,644 | |
| Investments accounted for using the equity method | 4,018,052 | - | - | 4,018,052 | |
| Derivative liability | - | (10,661) | - | (10,661) | |
| 30 June 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) |
Level 1: The fair value of financial instruments traded in active markets is based on quoted (unadjusted) market prices at the end of the reporting period. The quoted marked price used for available for sale financial asset held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on an observable market data, the instrument is included in level 3.
11. Events After Balance Sheet Date
On 1 December 2014, Semafo Inc. made an off-market takeover offer to acquire all of the ordinary shares in Orbis Gold Limited. On 12 February 2015 Semafo Inc. made a final offer of $0.713 per share to acquire all of the ordinary shares in Orbis Gold Limited, which was accepted by DGR Global. On 16 February 2015 Semafo Inc. declared the offer unconditional. On 11 March 2015, DGR Global received $26,049,775 in proceeds from the takeover.
Subsequent to the reporting date, IronRidge Resources Limited was admitted to the official list of the AIM with official quotation of securities in the Company commencing on Thursday, 12 February 2015. DGR Global Limited holds 62,293,334 (26.33%) shares in IronRidge Resources Limited.
The Directors are not aware of anyevents since 31 December 2014 that impact upon the financial report as at 31 December 2014.
DGR Global Limited financial report for the half-year ended 31 December 2014
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Directors' Declaration
In accordance with a resolution of the Directors of DGR Global Limited, I state that:
In the opinion of the Directors:
-
The attached financial report and notes of the consolidated entity are in accordance with the Corporations Act 2001 , including:
-
(a) Giving a true and fair view of the financial position as at 31 December 2014 and the performance for the half-year ended on that date of the consolidated entity; and
-
(b) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
-
There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
On behalf of the board
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Nicholas Mather Managing Director
Brisbane Date:13 March 2015
DGR Global Limited financial report for the half-year ended 31 December 2014
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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 REVIEW REPORT
To the members of DGR Global Limited
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of DGR Global Limited, which comprises the consolidated statement of financial position as at 31 December 2014, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year ended on that date, notes comprising a statement of accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year’s end or from time to time during the half-year.
Directors’ Responsibility for the Half-Year Financial Report
The directors of the company are responsible for the preparation of the half-year 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 half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of DGR Global Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, 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 review report.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
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Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of DGR Global Limited is not in accordance with the Corporations Act 2001 including:
-
(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and of its performance for the half-year ended on that date; and
-
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001
BDO Audit Pty Ltd
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T J Kendall Director
Brisbane, 13 March 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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