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DGR GLOBAL LIMITED — Interim / Quarterly Report 2021
Mar 15, 2021
64771_rns_2021-03-15_8b1477a2-4e20-467d-bbea-27c777b52c69.pdf
Interim / Quarterly Report
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DGR Global Limited ABN 67 052 354 837
Interim Report - 31 December 2020
DGR Global Limited Corporate directory 31 December 2020
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| Directors | Nicholas Mather - Managing Director |
|---|---|
| Brian Moller - Non-executive Director | |
| Vincent Mascolo - Non-executive Director | |
| Peter Wright - Non-executive Director | |
Company secretary |
Karl Schlobohm |
Registered office and principal |
Level 27 |
| place of business | 111 Eagle Street |
| Brisbane | |
| QLD 4000 | |
| Phone: (07) 3303 0681 | |
Share register |
Link Market Services Limited |
| 10 Eagle Street | |
| Brisbane | |
| QLD 4000 | |
| Phone: 1300 554 474 | |
Auditor |
BDO Audit Pty Ltd |
| Level 10 | |
| 12 Creek Street | |
| Brisbane | |
| QLD 4000 | |
Solicitors |
Hopgood Ganim |
| Level 8, Waterfront Place | |
| 1 Eagle Street | |
| Brisbane | |
| QLD 4000 | |
Stock exchange listing |
DGR Global Limited shares are listed on the Australian Securities Exchange (ASX code: DGR) |
Website |
www.dgrglobal.com.au |
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DGR Global Limited Directors' report 31 December 2020
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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of DGR Global Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2020.
Directors
The following persons were directors of DGR Global Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:
Nicholas Mather - Managing Director Brian Moller - Non-executive Director Vincent Mascolo - Non-executive Director Peter Wright - Non-executive Director (appointed 19 January 2021) Ben Cleary - Non-executive Director (resigned 19 January 2021)
Principal activities
During the financial half-year, the principal continuing activities of the consolidated entity was the generation of projects, and the provision of services and support to sponsored listed companies, within the mineral resources industry. There were no significant changes in the nature of the consolidated entity’s principal activities during the half-year.
Review of operations
The profit for the consolidated entity after providing for income tax and non-controlling interest amounted to $3,410,708 (31 December 2019: loss of $2,341,913).
DGR Global’s business is the creation of resource exploration, development, and mining companies. The business uses the skills of a core team of talented geoscientists to identify resource projects capable of yielding world class discoveries of attractive commodities. This is achieved through the identification of commodities with a favourable 20-year demand, growth, and price outlook. DGR searches for geological terranes with:
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A demonstrated strong endowment for that commodity in an historically under-explored region;
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Opportunity for the application of newly developed exploration and metallurgical techniques to assist in the definition of economic resources;
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Jurisdictions with improving socio-economic and regulatory frameworks;
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Extensive available tenures; and
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Existing data sets which provide the basis for innovative reinterpretation.
DGR Global provides initial seed funding and management support to secure these assets in subsidiaries and develop these assets to more advanced funding stages. The Company has a pipeline of projects in daughter companies at various stages of development.
DGR Global holds key equity positions in its offshoot companies after listing. As of 31 December 2020, DGR Global held: ● 19.40% of Armour Energy Ltd (ASX : AJQ)
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9.80% of SolGold Plc (LSE/TSX : SOLG)
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17.59% of IronRidge Resources Ltd (LSE : IRR)
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14.70% of AusTin Mining Ltd (ASX : ANW)
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10.40% of New Peak Metals Ltd (ASX : NPM)
In the half-year to 31 December 2020, HSEC for the group entities for which DGR acts as Operator, maintained a rolling 12-month TRIFR of 0.00 and zero environmental incidents for the corresponding period, highlighting the continuous commitment to sustainable and safe operations, albeit in a substantially reduced field and exploration operations environment.
DGR continued to develop and manage its ESG (Environment, Social and Governance) obligations in all aspects of its operational and exploration activities, including integration of ESG into the process of project evaluation and selection of external contractors to ensure continued delivery of sustainable, long term value creation.
The half-year was significantly influenced by the challenges presented in the context of the global COVID-19 pandemic, however DGR and its related entities continued to remain active and advance projects within their respective portfolios as permitted by prevailing conditions. DGR implemented appropriate work practices to ensure the safety of its staff and contractors during the period from March 2020 to December 2020. No significant direct impact was experienced by the Company as a result of the pandemic.
COVID-19 impacted DGR’s capacity to carry out its normal business. In response, DGR implemented a number of financial and operational strategies to minimise risk and endeavour to maintain shareholder value during this challenging period and to be appropriately prepared to resume exploration activities as soon as conditions permit.
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DGR Global Limited Directors' report 31 December 2020
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Significant activities or events that occurred during the half-year included:
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Continued focus on new project generation and value creation opportunities to drive the creation of new resource companies.
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Completion of an over-subscribed capital raising program across institutional and retail investors, and a subsequent private placement raising in excess of AUD 16m[1] .
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Full repayment of the AUD 10m convertible note facility with Tribeca Investment Partners[2] .
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Mr Peter Wright appointed a Non-Executive Director (NED) on 19 January 2021. Mr Wright’s appointment was concurrent with the resignation of NED Mr Ben Cleary, effective on the same date[3] .
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DGR increased its shareholding in Armour Energy via Armour Energy’s 2020 Entitlement Offer and participation in the Company’s Conditional Placement. These two investments totalled AUD 1.65m. DGR committed to a further equity investment of AUD 1.45m on the same terms as the Conditional Placement[4] .
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DGR maintained its 83.16% (Armour Energy 16.84%) interest in a highly prospective oil project in the Kanywataba Block, Uganda[5] .
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● DGR increased its shareholding in NewPeak Metals (NPM) via a partial debt conversion of AUD 30,000 in the Company’s 2020 Share Purchase Plan and further converted AUD 195,000 of debt into equity as approved at the NPM Annual General Meeting[6] .
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DGR increased its shareholding in Aus Tin Mining Ltd via a partial debt conversion of AUD 362,000 in Aus Tin’s 2020 Entitlement Offer and converted AUD 825,000 of debt into equity after Aus Tin shareholder approval was received at Aus Tin’s AGM (held 29 January 2021)[7] .
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As part of the Lakes Oil NL recapitalisation process and preparation for re-quotation on the ASX, DGR agreed to invest AUD 1,000,000 into Lakes Oil NL (LKO) Convertible Notes priced at AUD 0.0009 each, with a coupon rate of 15% per annum, and convertible into fully-paid ordinary shares on a 1:1 basis. The Convertible Note issue is combined with a royalty arrangement such that for every AUD 1 million invested, the investee is entitled to a 2% royalty on future gas sales from certain Lakes Oil tenements (pro rata for less or more than AUD 1 million)[8] .
EXPLORATION AND DEVELOPMENT ACTIVITIES OF UNLISTED / SUBSIDIARY COMPANIES
Armour Uganda (83.2%)
Armour Uganda’s flagship project is the ‘The Kanywataba Block’. It is located in a rift basin within the Albertine Graben, within close proximity to the Total and CNOOC operations in the North. Within the block there are multiple developed (untested) on-trend structural traps (3-way and 4-way dip closures) and multiple untested stratigraphic traps.
The Kingfisher oil discovery (40km NE of Kanywataba) oil seeps confirm a local working petroleum system. Force majeure conditions were in operation as a result of wet weather and the COVID-19 pandemic. Activities planned to resume once conditions become favourable and travel restrictions are lifted.
Activities have included the following:
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Reprocessing of existing 2D seismic data
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Geochemical surface soil gas sampling program
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2D seismic programme
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Basin Analysis study
Auburn Resources Ltd (44.8%)
Continued its development and consolidation as a zinc-copper-gold company with exposure to nickel, cobalt, and lead, exploring highly prospective areas in QLD and the Northern Territory.
Key Iron Oxide Copper Gold (IOCG) and zinc-lead targets remain identified and secured in the Tanumbirini district of the Northern Territory[9] .
Potential for major copper-gold discoveries at Mt Abbott, Calgoa and Marodian Projects and large sulphide nickel-cobalt-copper discoveries near Hawkwood[10] , with exploration targets defined for zinc at the Ban Ban Project.
A successful Collaborative Exploration Initiative (CEI) Grant application was made for AUD 85k funding a ground based Moving Loop Electromagnetic (MLEM) survey at the Hawkwood Project[11] .
A Binding Term Sheet was executed with Armour Energy Ltd for the 100% acquisition of Ripple Resources Pty Ltd[12] .
Planning well advanced for proposed IPO and ASX listing (subject to market conditions) in 2021.
Pinnacle Gold Pty Ltd (94.3%)
Holds 6 Exploration Permits for Minerals (EPMs) for gold in Queensland and 2 Minerals Exploration Licences (MELs) for gold and copper the Northern Territory.
No exploration activities were undertaken in the half-year to 31 December 2020.
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DGR Global Limited Directors' report 31 December 2020
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Coolgarra Minerals Pty Ltd (100%)
Holds 6 Exploration Permits for Minerals (EPMs) for gold, nickel, cobalt, and antimony in North Qld.
No exploration activities were undertaken in the half-year to 31 December 2020.
Hartz Rare Earths Pty Ltd (100%)
Holds 2 Minerals Exploration Licence (MEL) applications for uranium the Northern Territory.
No exploration activities were undertaken in the half-year to 31 December 2020.
LISTED COMPANY INVESTMENTS
SolGold Plc (LSE and TSX: SOLG) – DGR Interest 9.80% (as at 31 December 2020)
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Focus on high-grade world-class copper gold porphyry systems at Cascabel in Ecuador. Cascabel is proximate to Quito and seaports, is at low elevation, and has abundant water supplies and access to hydropower.
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Exploration activities recommenced at a number of SolGold’s wholly owned Mineral Concessions within Ecuador, with strict COVID-19 protocols in place.
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SolGold continuing to be the dominant explorer in Ecuador.
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Three (3) new independent Non-Executive Directors were appointed to the Company in October 2020, and a number of changes were subsequently made to the Company’s Board Committees.
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A Net Smelter Returns (NSR) Financing Agreement of USD 100m with upscale to USD 150m from Franco-Nevada was completed with subsequent repayment of USD 15m under a Bridge Loan Agreement.
Copies of all of SolGold’s market releases are available on the Company’s website: www.solgold.com.au
Armour Energy Ltd (ASX:AJQ) – DGR Interest 19.4% (as at 31 December 2020)
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Holds highly prospective whole basin oil and gas positions in Northern Territory and North West Qld.
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Acquired Oilex’s Cooper Eromanga Basin assets, as approved by shareholders.
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Armour Energy released several progress reports in relation to its 2020 Surat Basin work Program, which is designed to increase gas productions and sales via the stimulation and workover of a number of existing wells (Warroon 1, Horseshoe 2, Horseshoe 4, Carbean 1 and Sandy Creek 2) at the Company’s Kincora project site.
Copies of all of Armour Energy’s market releases are available on the Company’s website: www.armourenergy.com.au
IronRidge Resources Ltd (LSE:IRR) – DGR Interest 17.59% (as at 31 December 2020)
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Primary focus on gold (in Chad and Ivory Coast) and lithium (in Ghana and Ivory Coast) now firmly established with extensive tenement packages secured in all three countries.
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Accepted as a member of the European Battery Alliance (EBA250).
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IronRidge Resources has released a number of project related announcements in the half-year to 31 December 2021, including a series of updates in connection with drilling at the Company’s highly prospective Zaranou Gold Project in Cote D’Ivoire, where drilling to date has only tested approximately 12km of the 47km strike zone identified. Highly encouraging assay results have been received from drilling undertaken to date, and the Company is now undertaking its third phase drilling campaign.
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IronRidge also reported on improved lithium recovery rates for its Ewoyaa Lithium Project in Ghana as a result of further largescale test work conducted by an independent laboratory. In addition, the test work program identified an opportunity to recover feldspar by-products for the local and European ceramics industries. It was estimated that upwards of 20% of the plant feed material could be recovered as a saleable feldspar product for these industries. This was followed by exceptional scoping study results confirming the project as an industry leading asset.
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IronRidge appointed a dedicated, Sydney based CFO, ultimately leading to the transfer of the Iron Ridge’s management and administrative functions to Sydney.
Copies of all of IronRidge Resource’s market releases are available on the Company’s website: www.ironridgeresources.com.au
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DGR Global Limited Directors' report 31 December 2020
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New Peak Metals Ltd (ASX:NPM) – DGR Interest 10.4% (as at 31 December 2020)
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Focused on exploring for alternative world class gold deposits in multiple, diverse jurisdictions including New Zealand, Argentina, Sweden, and Finland as well as other precious and base metals project opportunities.
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Execution of Permit Purchase Agreements with Sotkamo Silver AB acquiring 100% interest in 7 gold exploration permits in the Tampere Gold region of Finland and 7 tungsten exploration permits in the Bergslagen Tungsten Project in Sweden.
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Drilling commenced at gold prospects at Otago in New Zealand and at the Cachi Project in Argentina.
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Initial sampling program undertaken at the Bergslagen Tungsten Project with the Baggetorp exploration permit added to the tungsten portfolio.
Copies of all of NewPeak Metals’ market releases are available on the company’s website: www.newpeak.com.au
AusTin Mining (ASX:ANW) – DGR Interest 14.7% (as at 31 December 2020)
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Focused on a diverse commodity base including tin, silver, copper, cobalt, nickel, and potentially metallurgical coal.
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August 2013 JORC resource estimate confirmed Taronga as a world class tin project. The details of the resource (79% indicated) can be viewed on the ASX or on the Aus Tin Mining website. The 2021 increase in the tin price has triggered renewed interested in the company’s tin projects.
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Successful completion of initial High pressure Grinding Roll (HPGR) test work for Taronga (NSW) ore, with results reported in February 2021.
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Aus Tin Mining undertaking due diligence on two (2) potential metallurgical coal project acquisitions being the Ashford Coal Project in Northern NSW, and the Mackenzie Coal Project in the Bowen Basin in Qld.
Copies of all of Aus Tin Mining’s market releases are available on the company’s website: www.austinmining.com.au
Footnotes:
1DGR ASX Releases 12/10, 3/11/20 2DGR ASX Release 3/11/20 3DGR ASX Release 19/1/21 4DGR ASX Release 14/12/20 5AJQ ASX Release 14/9/17
6DGR ASX Release 14/12/20 & NPM ASX Release 21/1/21
7DGR ASX Release 14/12/20 8DGR ASX Release 14/12/20 9DGR ASX Release 20/5/19 10DGR ASX Releases 3/7, 5/7/17, 8/11/18 11DGR ASX Release 30/7/20 12DGR ASX Release 18/8/20
Significant changes in the state of affairs
The company completed a capital raising program during the half-year and raised $16,230,580 (before transaction costs). The proceeds from the company's capital raising program were used to fully repay its $10,000,000 Convertible Note facility with Tribeca Investment Partners (note 14).
The company issued a total of 209,101,094 new ordinary shares during the half-year (note 17).
There were no other significant changes in the state of affairs of the consolidated entity during the financial half-year.
Matters subsequent to the end of the financial half-year
On 19 January 2021, Mr Peter Wright was appointed to the Board of the company as a Non-Executive Director, replacing Mr Ben Cleary who resigned as at the same date.
On 8 February 2021, the company issued 35,975,007 options to Bizzell Capital Partners Pty Ltd (BCP) and its nominees, as approved by shareholders at the company's Annual General Meeting held on 18 January 2021. The options are exercisable at $0.12 and expire on 25 September 2023. The options were issued to BCP in terms of its underwriting agreement with the company in connection with the capital raising that occurred during the 31 December 2020 half-year (refer note 17).
On 12 February 2021, 4,200,000 unlisted ESOP options expired. The options had an exercise price of 19.19 cents per option.
On 12 March 2021, DGR Global Limited (DGR) announced that a share acquisition agreement had been executed between public, unlisted Auburn Resources Limited (Auburn) and Armour Energy Limited (Armour, ASX: AJQ) for the acquisition of Armour's whollyowned subsidiary, Ripple Resources Pty Ltd (Ripple) by Auburn. Under the agreement, in consideration for the allotment of 5,600,000 fully paid Auburn shares, Armour will transfer its legal, beneficial, and unencumbered interest in 100% of the shares in Ripple to Auburn. Immediately following the allotment, Armour will hold approximately 12.5% of Auburn and DGR's shareholding in Auburn will decrease from 45% to 39%. Completion is expected to occur in April 2021.
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DGR Global Limited Directors' report 31 December 2020
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No other matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.
This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.
On behalf of the directors
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_________ Nicholas Mather Managing Director
16 March 2021 Brisbane
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DGR Global Limited Auditor's independence declaration
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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
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 2020, I declare that, to the best of my knowledge and belief, there have been:
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No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
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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, 16 March 2021
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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.
DGR Global Limited Contents 31 December 2020
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| Statement of profit or loss and other comprehensive income | 9 |
|---|---|
| Statement of financial position | 10 |
| Statement of changes in equity | 11 |
| Statement of cash flows | 12 |
| Notes to the financial statements | 13 |
| Directors' declaration | 27 |
| Independent auditor's review report to the members of DGR Global Limited | 28 |
General information
The financial statements cover DGR Global Limited as a consolidated entity consisting of DGR Global Limited and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is DGR Global Limited's functional and presentation currency.
DGR Global Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
Level 27 111 Eagle Street Brisbane QLD 4000
A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 16 March 2021.
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DGR Global Limited Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2020
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| Note Revenue 3 Share of profits/(losses) of associates accounted for using the equity method 4 Other income 5 Interest revenue Reversal of impairment - investment in associate 9 Reversal of impairment - corporate bond investments 10 Expenses Administration and consulting expenses Employee benefits expense Depreciation and amortisation expense 11 Exploration and evaluation assets written off 12 Legal expenses Movement in fair value of convertible note payable 14 Movement in fair value of convertible note receivable 10 Rehabilitation expense 16 Finance costs Total expenses Profit/(loss) before income tax (expense)/benefit Income tax (expense)/benefit 6 Profit/(loss) after income tax (expense)/benefit for the half-year Other comprehensive income Items that will not be reclassified subsequently to profit or loss Fair value gain/(loss) on the revaluation of equity instruments at fair value through other comprehensive income, net of tax Share of associates other comprehensive income Tax effect of net fair value gains (losses) on financial assets Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Profit/(loss) for the half-year is attributable to: Non-controlling interest Owners of DGR Global Limited Total comprehensive income for the half-year is attributable to: Non-controlling interest Owners of DGR Global Limited Basic earnings per share 22 Diluted earnings per share 22 |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 798,000 798,000 1,656,969 (1,829,073) 302,925 24,950 176,239 339,639 5,474,754 309,443 201,391 - (641,215) (885,083) (939,418) (1,163,605) (221,495) (224,801) (15,868) (223,034) (182,172) (15,732) (83,889) 130,644 (1,000,000) - (213,076) - (462,530) (721,957) (3,759,663) (3,103,568) 4,850,615 (3,460,609) (1,445,900) 1,094,361 3,404,715 (2,366,248) 44,470,099 (45,225,599) - (198,207) (13,341,030) 13,278,868 31,129,069 (32,144,938) 34,533,784 (34,511,186) (5,993) (24,335) 3,410,708 (2,341,913) 3,404,715 (2,366,248) (5,993) (24,335) 34,539,777 (34,486,851) 34,533,784 (34,511,186) Cents Cents 0.4 (0.4) 0.4 (0.4) |
|---|---|
| (3,759,663) | |
| 4,850,615 (1,445,900) |
|
| 3,404,715 44,470,099 - (13,341,030) |
|
| 31,129,069 | |
| 34,533,784 | |
| (5,993) 3,410,708 |
|
| 3,404,715 | |
| (5,993) 34,539,777 |
|
| 34,533,784 | |
| Cents 0.4 0.4 |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
9
DGR Global Limited Statement of financial position As at 31 December 2020
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| Note Assets Current assets Cash and cash equivalents 7 Trade and other receivables 8 Other assets Total current assets Non-current assets Investments accounted for using the equity method 9 Other financial assets 10 Property, plant and equipment 11 Exploration and evaluation 12 Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 13 Borrowings 14 Lease liabilities 15 Total current liabilities Non-current liabilities Lease liabilities 15 Deferred tax 6 Provisions 16 Total non-current liabilities Total liabilities Net assets Equity Issued capital 17 Reserves 18 Accumulated losses Equity attributable to the owners of DGR Global Limited Non-controlling interest Total equity |
Consolidated 31 Dec 2020 30 June 2020 $ $ 3,184,312 3,851,471 1,991,358 1,762,947 62,234 43,605 5,237,904 5,658,023 12,373,562 2,999,992 140,134,800 95,446,570 1,941,293 2,151,570 11,725,260 10,449,117 166,174,915 111,047,249 171,412,819 116,705,272 1,540,480 1,862,206 - 9,916,111 382,833 353,456 1,923,313 12,131,773 1,318,908 1,519,185 28,825,138 14,384,030 1,466,835 1,250,461 31,610,881 17,153,676 33,534,194 29,285,449 137,878,625 87,419,823 54,836,785 38,911,767 103,578,462 72,449,393 (22,266,970) (25,677,678) 136,148,277 85,683,482 1,730,348 1,736,341 137,878,625 87,419,823 |
|---|---|
| 5,237,904 | |
| 12,373,562 140,134,800 1,941,293 11,725,260 |
|
| 166,174,915 | |
| 171,412,819 | |
| 1,540,480 - 382,833 |
|
| 1,923,313 | |
| 1,318,908 28,825,138 1,466,835 |
|
| 31,610,881 | |
| 33,534,194 | |
| 137,878,625 | |
| 54,836,785 103,578,462 (22,266,970) |
|
| 136,148,277 1,730,348 |
|
| 137,878,625 |
The above statement of financial position should be read in conjunction with the accompanying notes
10
DGR Global Limited Statement of changes in equity For the half-year ended 31 December 2020
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| Consolidated Balance at 1 July 2019 Loss after income tax benefit for the half-year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with owners in their capacity as owners: Issue of shares to non-controlling interests Balance at 31 December 2019 Consolidated Balance at 1 July 2020 Profit/(loss) after income tax expense for the half- year Other comprehensive income for the half-year, net of tax Total comprehensive income for the half-year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 17) Balance at 31 December 2020 |
Issued capital $ 33,545,921 - - |
Reserves $ 103,792,308 - (32,144,938) |
Accumulated losses $ (19,732,747) (2,341,913) - |
Non- controlling interest $ 1,642,708 (24,335) - |
Total equity $ 119,248,190 (2,366,248) (32,144,938) (34,511,186) 20,000 84,757,004 Total equity $ 87,419,823 3,404,715 31,129,069 34,533,784 15,925,018 137,878,625 |
|---|---|---|---|---|---|
| - - |
(32,144,938) (107,840) |
(2,341,913) - |
(24,335) 127,840 |
||
| 33,545,921 | 71,539,530 | (22,074,660) | 1,746,213 | ||
| Issued capital $ 38,911,767 - - |
Reserves $ 72,449,393 - 31,129,069 |
Accumulated losses $ (25,677,678) 3,410,708 - |
Non- controlling interest $ 1,736,341 (5,993) - |
||
| - 15,925,018 |
31,129,069 - |
3,410,708 - |
(5,993) - |
||
| 54,836,785 | 103,578,462 | (22,266,970) | 1,730,348 |
The above statement of changes in equity should be read in conjunction with the accompanying notes
11
DGR Global Limited Statement of cash flows For the half-year ended 31 December 2020
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| Note Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Government grants Interest and other finance costs paid Net cash used in operating activities Cash flows from investing activities Payments for financial assets at fair value Payments for investments in associates 9 Payments for property, plant and equipment 11 Payments for exploration and evaluation assets 12 Payments for security deposits Loans from/(to) related and other parties Proceeds from sale of corporate bonds and release of security deposits Net cash from/(used in) investing activities Cash flows from financing activities Proceeds from issue of shares Repayment of convertible note 14 Payment of lease liabilities Proceeds from the issue of shares in subsidiaries to non-controlling interests Share issue transaction costs Repayment of borrowings Net cash from/(used in) financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the financial half-year Cash and cash equivalents at the end of the financial half-year 7 |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 765,874 495,805 (2,179,662) (2,485,720) (1,413,788) (1,989,915) 176,239 547,452 186,440 - (462,530) (718,668) (1,513,639) (2,161,131) (1,632,198) (876,009) (2,241,847) - (11,218) (2,344) (1,292,011) (2,284,354) (319,025) - - (51,026) 934,483 5,440,224 (4,561,816) 2,226,491 16,305,873 - (10,000,000) - (170,900) - - 20,000 (726,677) - - (145,832) 5,408,296 (125,832) (667,159) (60,472) 3,851,471 1,671,891 3,184,312 1,611,419 |
|---|---|
| (1,413,788) 176,239 186,440 (462,530) |
|
| (1,513,639) | |
| (1,632,198) (2,241,847) (11,218) (1,292,011) (319,025) - 934,483 |
|
| (4,561,816) | |
| 16,305,873 (10,000,000) (170,900) - (726,677) - |
|
| 5,408,296 | |
| (667,159) 3,851,471 |
|
| 3,184,312 |
The above statement of cash flows should be read in conjunction with the accompanying notes
12
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 1. Significant accounting policies
These general purpose financial statements for the interim half-year reporting period ended 31 December 2020 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.
These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2020 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Adoption of these new or amended accounting standards did not have a material impact on the half-year financial statements.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
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.
For the period ended 31 December 2020 the Group generated a consolidated profit of $3,404,715 and incurred operating cash outflows of $1,513,639. As at 31 December 2020 the Group had cash and cash equivalents of $3,184,312, net current assets of $3,314,591 and net assets of $137,878,625.
Critical accounting estimates and judgements
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 reporting date.
The Directors have assessed that for the exploration and evaluation assets recognised at 31 December 2020, 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 31 December 2020 were $11,725,260 (30 June 2020: $10,449,117).
Key judgements – Significant influence over Associates
Where the Group currently holds between 20% and 50% of the issued ordinary shares of certain companies and management considered whether the Group had control over these companies and accordingly whether these companies should be consolidated into the Group. Several factors including but not limited to the relative proportion of other large shareholders, composition of the Board and the ability to direct decisions arrived at during Board meetings were considered.
Where the Group holds less than 20% of the issued ordinary shares of certain companies it was presumed pursuant to AASB 128, Investments in Associates and Joint Ventures, that the Group cannot exercise significant influence unless such influence can be clearly demonstrated. In determining whether the Group had significant influence, factors such as representation on the board of directors, participation in policy making decision, material transactions between the Group and the companies, interchange of managerial personnel or provision of essential technical information is considered. Other factors considered to determine whether the Group had significant influence included, the Group’s voting power in comparison to other shareholders, specific rights, corporate governance arrangements and the power to veto significant financial and operating decisions.
For the 6 months ended 31 December 2020 the group has reviewed these factors and determined that the accounting for investments at 30 June 2020 remains appropriate.
The directors of the Group have not identified any other possible changes to key estimates or judgements that could significantly impact the amounts recognised in the interim financial report.
13
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 2. Operating segments
Identification of reportable operating 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.
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 Others.
Operating segment information
| Consolidated - 31 Dec 2020 Revenue Sales to external customers Interest revenue Total revenue Segment net loss before tax Share of losses of associates Reversal of impairment of investment in associate Profit/(loss) before income tax expense Income tax expense Profit after income tax expense Assets Segment assets Intersegment eliminations Total assets Consolidated - 31 Dec 2019 Revenue Sales to external customers Interest revenue Total revenue Segment net loss before tax Share of losses of associates Reversal of impairment of investment in associate Loss before income tax benefit Income tax benefit Loss after income tax benefit Consolidated - 30 June 2020 Assets Segment assets Intersegment eliminations Total assets |
DGR Global $ 798,000 176,239 |
Auburn Resources $ - - |
Other $ - - |
Total $ 798,000 176,239 974,239 (2,281,108) 1,656,969 5,474,754 4,850,615 (1,445,900) 3,404,715 178,090,376 (6,677,557) 171,412,819 Total $ 798,000 339,639 1,137,639 (1,940,979) (1,829,073) 309,443 (3,460,609) 1,094,361 (2,366,248) 123,329,189 (6,623,917) 116,705,272 |
|---|---|---|---|---|
| 974,239 | - | - | ||
| (2,267,734) - - |
(10,660) - - |
(2,714) 1,656,969 5,474,754 |
||
| (2,267,734) | (10,660) |
7,129,009 | ||
| 173,490,335 | 3,328,422 | 1,271,619 | ||
| DGR Global $ 798,000 339,639 |
Auburn Resources $ - - |
Other $ - - |
||
| 1,137,639 | - | - | ||
| (1,848,052) | (23,335) |
(69,592) | ||
| 118,809,695 | 3,313,028 | 1,206,466 | ||
14
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 3. Revenue
| Management fees - related parties Note 4. Share of profits/(losses) of associates accounted for using the equity method Share of profit/(loss) - associates Note 5. Other income Government grants Other Other income Note 6. Income tax Income tax expense/(benefit) Deferred tax - origination and reversal of temporary differences Aggregate income tax expense/(benefit) Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate Profit/(loss) before income tax (expense)/benefit Tax at the statutory tax rate of 30% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non-deductible temporary differences Derecognition of tax losses Income tax expense/(benefit) |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 798,000 798,000 Consolidated 31 Dec 2020 31 Dec 2019 $ $ 1,656,969 (1,829,073) Consolidated 31 Dec 2020 31 Dec 2019 $ $ 186,440 - 116,485 24,950 302,925 24,950 Consolidated 31 Dec 2020 31 Dec 2019 $ $ 1,445,900 (1,094,361) 1,445,900 (1,094,361) 4,850,615 (3,460,609) 1,455,185 (1,038,183) (13,048) (62,862) 1,442,137 (1,101,045) 3,763 6,684 1,445,900 (1,094,361) |
|---|---|
| 1,445,900 | |
| 4,850,615 | |
| 1,455,185 (13,048) |
|
| 1,442,137 3,763 |
|
| 1,445,900 |
15
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 6. Income tax (continued)
Recognised deferred tax assets and liabilities
| 31 December 2020 Deferred tax asset Carried forward tax losses Accruals/provisions Capital raising costs Lease liabilities Other temporary differences Deferred tax liability Financial assets at fair value through other comprehensive income Convertible note Investment in associates Exploration and evaluation assets Right-of-use assets Property, plant and equipment Net deferred tax liability recognised 30 June 2020 Deferred tax asset Carried forward tax losses Accruals/provisions Capital raising costs Lease liabilities Other temporary differences Deferred tax liability Financial assets at fair value through other comprehensive income Convertible note Investment in associates Exploration and evaluation assets Right-of-use assets Property, plant and equipment Net deferred tax liability recognised |
Opening balance $ 5,080,559 266,609 134,910 561,792 6,472 |
Net charged to income $ 541,739 39,667 (55,276) (51,270) (6,472) |
Net charged to other comprehen- sive income $ - - - - - |
Net charged to equity $ - - 345,822 - - |
Closing balance $ 5,622,298 306,276 425,456 510,522 - 6,864,552 (28,520,833) 559,624 (5,057,503) (2,143,578) (459,801) (67,599) (35,689,690) (28,825,138) Closing balance $ 5,080,559 266,609 134,910 561,792 6,472 6,050,342 (16,297,923) 294,872 (1,799,866) (2,039,897) (523,959) (67,599) (20,434,372) (14,384,030) |
|---|---|---|---|---|---|
| 6,050,342 | 468,388 | - | 345,822 | ||
| (16,297,923) 294,872 (1,799,866) (2,039,897) (523,959) (67,599) |
- 264,752 (2,139,517) (103,681) 64,158 - |
(12,222,910) - (1,118,120) - - - |
- - - - - - |
||
| (20,434,372) | (1,914,288) | (13,341,030) |
- | ||
| (14,384,030) | (1,445,900) | (13,341,030) | 345,822 | ||
| Opening balance $ 3,747,644 219,535 67,027 - - |
Net charged to income $ 1,332,915 47,074 (62,450) (90,483) 6,472 |
Net charged to other comprehen- sive income $ - - - - - |
Net charged to equity $ - - 130,333 652,275 - |
||
| 4,034,206 | 1,233,528 | - | 782,608 | ||
| (29,875,729) (108,693) (2,571,460) (1,889,804) - (67,599) |
- 403,565 962,850 (150,093) 128,316 - |
13,577,806 - (191,256) - - - |
- - - - (652,275) - |
||
| (34,513,285) | 1,344,638 | 13,386,550 | (652,275) | ||
| (30,479,079) | 2,578,166 | 13,386,550 | 130,333 |
16
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 6. Income tax (continued)
| Deferred tax assets not recognised Unused tax losses Unused capital losses Potential tax benefit at 30% Note 7. Cash and cash equivalents Current assets Cash at bank and in hand Note 8. Trade and other receivables Current assets Trade receivables Other receivables GST receivable Note 9. Investments accounted for using the equity method Non-current assets Investment in Armour Energy Ltd Reconciliation Reconciliation of the carrying amounts at the beginning and end of the current and previous financial reporting periods are set out below: Opening carrying amount Profit/(loss) after income tax Other comprehensive income Additions Reversal of impairment Impairment of assets Reclassification on loss of significant influence to financial assets classified at fair value through other comprehensive income – derecognised carrying amount Closing carrying amount |
Consolidated 31 Dec 2020 $ 1,871,272 67,848 |
|---|---|
| 1,939,120 | |
| 581,736 | |
| 2,999,992 1,656,969 - 2,241,847 5,474,754 - - |
|
| 12,373,562 |
17
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 9. Investments accounted for using the equity method (continued)
Interests in associates
Interests in associates are accounted for using the equity method of accounting. Information relating to associates that are material to the consolidated entity are set out below:
Name
Armour Energy Ltd
| Ownership interest | Ownership interest | |
|---|---|---|
| Principal place of business / | 31 Dec 2020 | 30 June 2020 |
| Country of incorporation | % | % |
| Australia | 19.4% | 19.0% |
Summarised financial information of associates
The results of the Group’s associates and its aggregated assets (including goodwill) and liabilities are as follows:
| Armour Energy Ltd Ownership interest Current assets Non-current assets Current liabilities Non-current liabilities Revenue Profit/(loss) before tax Other comprehen- sive income % $ $ $ $ $ $ $ 31 Dec 2020 19.4% 20,419,452 106,497,911 23,669,730 41,357,174 8,504,421 8,537,829 - 30 June 2020 19.0% 8,762,171 103,215,046 18,910,620 49,893,068 21,103,928 (9,570,776) (1,041,248) Note 10. Other financial assets Consolidated 31 Dec 2020 30 June 2020 $ $ Non-current assets Financial assets at fair value through other comprehensive income (a) 135,786,790 90,684,493 Financial assets at fair value through profit or loss (b) - - Corporate bonds (c) 2,529,156 2,948,248 Cash on deposit held as security (d) - 314,000 Security bonds (e) 1,818,854 1,499,829 140,134,800 95,446,570 (a) Financial assets at fair value through other comprehensive income Consolidated 31 Dec 2020 30 June 2020 $ $ Opening balance 90,684,493 123,273,136 Additions 632,198 226,360 Additions – reclassification on loss of significant influence from investments accounted for using the equity method - 9,024,709 Fair value adjustment on loss of significant influence from investments accounted for using the equity method - 2,654,458 Fair value adjustment through other comprehensive income 44,470,099 (44,494,170) Closing balance 135,786,790 90,684,493 |
Current assets $ 20,419,452 |
Non-current assets $ 106,497,911 |
Current liabilities $ 23,669,730 |
Non-current liabilities $ 41,357,174 |
Revenue $ 8,504,421 |
Revenue $ 8,504,421 |
Profit/(loss) before tax $ 8,537,829 |
Profit/(loss) before tax $ 8,537,829 |
Other comprehen- sive income $ - |
|---|---|---|---|---|---|---|---|---|---|
8,762,171 |
103,215,046 | 18,910,620 | 49,893,068 | 21,103,928 | (9,570,776) | (1,041,248) |
|||
| Consolidated 31 Dec 2020 30 June 2020 $ $ 135,786,790 90,684,493 - - 2,529,156 2,948,248 - 314,000 1,818,854 1,499,829 |
|||||||||
| 140,134,800 | 95,446,570 |
||||||||
| Consolidated 31 Dec 2020 30 June 2020 $ $ 90,684,493 123,273,136 632,198 226,360 - 9,024,709 - 2,654,458 44,470,099 (44,494,170) |
|||||||||
| 135,786,790 | 90,684,493 |
Note 10. Other financial assets
(a) Financial assets at fair value through other comprehensive income
18
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 10. Other financial assets (continued)
| Solgold plc IronRidge Resources Ltd |
Consolidated 31 Dec 2020 30 June 2020 $ $ 117,186,775 79,906,576 16,171,417 12,444,351 |
Consolidated 31 Dec 2020 30 June 2020 $ $ 117,186,775 79,906,576 16,171,417 12,444,351 |
|---|---|---|
| 133,358,192 | 92,350,927 |
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 Exchange (“LSE”) and Toronto Stock Exchange (“TSX”), an investment in the ordinary issued capital of Block X Capital Inc, listed on the 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 Lakes Oil NL a company listed on the Australian Securities Exchange, an investment in IronRidge Resources Ltd, listed on the AIM Board of the LSE, and an investment in the ordinary issued capital of NewPeak Metals Ltd a company listed on the Australian Securities Exchange.
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 statement of financial position.
(b) Financial assets at fair value through profit or loss
| Opening balance Additions - Lakes Oil NL - convertible notes Fair value adjustment through profit or loss - convertible notes Closing balance (c) Corporate bonds at amortised cost Opening balance Sale/Disposals Provision for impairment Impairment reversed Closing balance |
Consolidated 31 Dec 2020 30 June 2020 $ $ - - 1,000,000 - (1,000,000) - |
Consolidated 31 Dec 2020 30 June 2020 $ $ - - 1,000,000 - (1,000,000) - |
|---|---|---|
| - | - |
|
| Consolidated 31 Dec 2020 30 June 2020 $ $ 2,948,248 8,750,000 (620,483) (4,518,500) - (1,283,252) 201,391 - |
||
| 2,529,156 | 2,948,248 |
- (c) Corporate bonds at amortised cost
(d) Cash on deposit held as security at amortised cost
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.
(e) Security bonds at amortised cost
Security bonds are held with the Department of Natural Resources and Mining as security for rehabilitation works required.
19
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 11. Property, plant and equipment
| Non-current assets Land - at cost Buildings - at cost Less: Accumulated depreciation Plant and equipment - at cost Less: Accumulated depreciation Site infrastructure - at cost Less: Accumulated depreciation Fixtures and fittings - at cost Less: Accumulated depreciation Computers and office equipment - at cost Less: Accumulated depreciation Right of use asset - at cost Less: Accumulated depreciation |
Consolidated 31 Dec 2020 30 June 2020 $ $ 345,000 345,000 |
Consolidated 31 Dec 2020 30 June 2020 $ $ 345,000 345,000 |
|---|---|---|
| 79,234 (38,540) |
79,234 (37,550) |
|
| 40,694 | 41,684 |
|
| 363,061 (356,227) |
360,593 (354,903) |
|
| 6,834 | 5,690 |
|
| 2,443,532 (2,443,532) |
2,443,532 (2,443,532) |
|
| - | - | |
| 108,903 (107,296) |
108,903 (105,759) |
|
| 1,607 | 3,144 |
|
| 209,564 (195,074) |
200,814 (191,291) |
|
| 14,490 | 9,523 |
|
| 2,174,250 (641,582) |
2,174,250 (427,721) |
|
| 1,532,668 | 1,746,529 |
|
| 1,941,293 | 2,151,570 |
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:
| Consolidated Balance at 1 July 2020 Additions Depreciation expense Balance at 31 December 2020 |
Land $ 345,000 - - |
Buildings $ 41,684 - (990) |
Plant and equipment $ 5,690 2,468 (1,324) |
Furniture and fittings $ 3,144 - (1,537) |
Computers and office equipment $ 9,523 8,750 (3,783) |
Right of use asset $ 1,746,529 - (213,861) |
Total $ 2,151,570 11,218 (221,495) |
|---|---|---|---|---|---|---|---|
| 345,000 | 40,694 | 6,834 | 1,607 | 14,490 | 1,532,668 | 1,941,293 |
Note 12. Exploration and evaluation
Non-current assets
Exploration and evaluation assets - at cost
| Consolidated | Consolidated | |
|---|---|---|
| 31 Dec | 2020 | 30 June 2020 |
| $ | $ | |
| 11,725,260 | 10,449,117 |
20
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 12. Exploration and evaluation (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:
| Consolidated Balance at 1 July 2020 Additions Write off of assets Balance at 31 December 2020 |
Exploration and evaluation assets $ 10,449,117 1,292,011 (15,868) |
Total $ 10,449,117 1,292,011 (15,868) |
|---|---|---|
| 11,725,260 | 11,725,260 |
Note 13. Trade and other payables
| Current liabilities Trade payables Sundry payables and accrued expenses Employee benefits Note 14. Borrowings Current liabilities Convertible notes payable Total secured liabilities The total secured liabilities are as follows: Opening balance Movement in fair value Notes repaid Closing balance |
Consolidated 31 Dec 2020 30 June 2020 $ $ 689,669 689,171 345,079 748,035 505,732 425,000 |
Consolidated 31 Dec 2020 30 June 2020 $ $ 689,669 689,171 345,079 748,035 505,732 425,000 |
|---|---|---|
| 1,540,480 | 1,862,206 |
|
| Consolidated 31 Dec 2020 30 June 2020 $ $ - 9,916,111 |
||
| Consolidated 31 Dec 2020 30 June 2020 $ $ 9,916,111 9,854,145 83,889 61,966 (10,000,000) - |
||
| - | 9,916,111 |
21
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 15. Lease liabilities
| Current liabilities Lease liability Non-current liabilities Lease liability Note 16. Provisions Non-current liabilities Long service leave Site restoration |
Consolidated 31 Dec 2020 30 June 2020 $ $ 382,833 353,456 |
Consolidated 31 Dec 2020 30 June 2020 $ $ 382,833 353,456 |
|---|---|---|
| 1,318,908 | 1,519,185 |
|
| 1,701,741 | 1,872,641 |
|
| Consolidated 31 Dec 2020 30 June 2020 $ $ 30,420 27,122 1,436,415 1,223,339 |
||
| 1,466,835 | 1,250,461 |
Note 16. Provisions
Movements in provisions
Movements in each class of provision during the current financial half-year, other than employee benefits, are set out below:
| Consolidated - 31 Dec 2020 Carrying amount at the start of the half-year Additional provisions recognised Carrying amount at the end of the half-year Note 17. Issued capital Ordinary shares - fully paid |
31 Dec 2020 Shares 975,578,727 |
Consolidated 30 June 2020 31 Dec 2020 Shares $ 766,477,633 54,836,785 |
Site restoration $ 1,223,339 213,076 |
|---|---|---|---|
| 1,436,415 | |||
| 30 June 2020 $ 38,911,767 |
Note 17. Issued capital
22
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 17. Issued capital (continued)
Movements in ordinary share capital
| Details Date Balance 1 July 2020 Options exercised 2 October 2020 Options exercised 14 October 2020 Options exercised 19 October 2020 Entitlement Offer - Institutional 22 October 2020 Entitlement Offer - Retail 2 November 2020 Additional Offer 2 November 2020 Underwriting fees 11 November 2020 Options exercised 11 November 2020 Share issue costs Deferred tax credit recognised directly in equity Balance 31 December 2020 |
Shares Issue price 766,477,633 67,478 $0.084 744,693 $0.084 84,172 $0.084 24,693,376 $0.080 103,188,876 $0.080 75,000,000 $0.080 5,322,495 $0.080 4 $0.084 - $0.000 - $0.000 975,578,727 |
$ 38,911,767 5,668 62,554 7,071 1,975,470 8,255,110 6,000,000 425,800 - (1,152,477) 345,822 |
|---|---|---|
| 54,836,785 |
Entitlement and Additional Offers
The company completed a capital raising program during the half-year consisting of an Entitlement Offer to eligible shareholders and an Additional Offer to nominated investors. Under the Entitlement Offer, the company issued 24,693,376 and 103,188,876 new ordinary shares to Institutional and Retail investors respectively, at an issue price of $0.080 per share. Under the Additional Offer, the company issued 75,000,000 new ordinary shares to nominated investors at an issue price of $0.080 per share.
The Entitlement Offer was fully underwritten by Bizzell Capital Partners Pty Ltd who received 5,322,494 new ordinary shares for services rendered. The Additional Offer was not underwritten.
Note 18. Reserves
| Financial assets at fair value through other comprehensive income reserve Share-based payments reserve Change in proportionate interest reserve Profit reserve |
Consolidated 31 Dec 2020 30 June 2020 $ $ 68,682,521 37,553,452 7,886,768 7,886,768 18,155,106 18,155,106 8,854,067 8,854,067 |
Consolidated 31 Dec 2020 30 June 2020 $ $ 68,682,521 37,553,452 7,886,768 7,886,768 18,155,106 18,155,106 8,854,067 8,854,067 |
|---|---|---|
| 103,578,462 | 72,449,393 |
Movements in reserves
Movements in each class of reserve during the current financial half-year are set out below:
| Consolidated Balance at 1 July 2020 Revaluation - gross Deferred tax Balance at 31 December 2020 |
Financial assets at fair value reserve $ 37,553,452 44,470,099 (13,341,030) |
Share-based payments reserve $ 7,886,768 - - |
Change in proportionate interest reserve $ 18,155,106 - - |
Profit reserve $ 8,854,067 - - |
Total $ 72,449,393 44,470,099 (13,341,030) |
|---|---|---|---|---|---|
| 68,682,521 | 7,886,768 | 18,155,106 | 8,854,067 | 103,578,462 |
23
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 19. Fair value measurement
Fair value hierarchy
The following tables detail 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
| Consolidated - 31 Dec 2020 Assets Financial assets at fair value through other comprehensive income Financial assets at fair value through profit or loss Total assets Liabilities Convertible notes Total liabilities Consolidated - 30 June 2020 Assets Financial assets at fair value through other comprehensive income Financial assets at fair value through profit or loss Total assets Liabilities Convertible notes Total liabilities |
Level 1 $ 135,786,790 - |
Level 2 $ - - |
Level 3 $ - - |
Total $ 135,786,790 - |
|---|---|---|---|---|
| 135,786,790 | - | - | 135,786,790 | |
| - | - | - | - | |
| - | - | - | - | |
| Level 1 $ 90,684,493 - |
Level 2 $ - - |
Level 3 $ - - |
Total $ 90,684,493 - |
|
| 90,684,493 | - | - | 90,684,493 | |
| - | - | 9,916,111 | 9,916,111 | |
| - | - | 9,916,111 | 9,916,111 |
There were no transfers between levels during the financial half-year.
Valuation techniques for fair value measurements categorised within level 1
The financial assets at fair value through other comprehensive income are measured based on the quoted market prices at 31 December 2020 and 30 June 2020.
Valuation techniques for fair value measurements categorised within level 2 and level 3
The fair value of convertible notes are determined using option pricing models, which use various inputs including current market and contractual prices for underlying instruments, time to expiry, yield curves and volatility of underlying instruments.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current financial half-year are set out below:
| Consolidated Balance at 1 July 2020 Gains recognised in profit or loss Losses recognised in other comprehensive income Additions Notes repaid Balance at 31 December 2020 |
Financial assets at fair value through profit or loss $ - - (1,000,000) 1,000,000 - |
Convertible notes $ 9,916,111 83,889 - - (10,000,000) |
Total $ 9,916,111 83,889 (1,000,000) 1,000,000 (10,000,000) |
|---|---|---|---|
| - | - | - |
24
DGR Global Limited Notes to the financial statements 31 December 2020
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Note 20. Related party transactions
Transactions with related parties
The following transactions occurred with related parties:
| Consolidated | Consolidated | |
|---|---|---|
| 31 Dec 2020 | 31 Dec 2019 | |
| $ | $ | |
| Sale of services: | ||
| Sale of services to Armour Energy Ltd (a) | 228,000 | 228,000 |
| Sale of services to Aus Tin Mining Ltd (a) | 96,000 | 96,000 |
| Sale of services to NewPeak Mining Ltd (a) | 150,000 | 150,000 |
| Sale of services to IronRidge Resources Ltd (a) | 144,000 | 144,000 |
| Sale of services to SolGold Plc (a) | 180,000 | 180,000 |
| Payment for services: | ||
| Payment for services from Hopgood Ganim Lawyers (b) |
- | 62,247 |
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(a) DGR Global Ltd has commercial agreements with Armour Energy Ltd, Aus Tin Mining Ltd, NewPeak Mining Ltd, IronRidge Resources Ltd and SolGold Plc for the provision of administrative services. In consideration for the provision of the services, DGR Global Ltd receives a monthly administration fee.
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(b) Mr Brian Moller (a Director), is a partner in the firm Hopgood Ganim Lawyers. Hopgood Ganim provides legal services to the Group based on normal commercial terms and conditions.
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
| Consolidated | Consolidated | ||
|---|---|---|---|
| 31 Dec | 2020 | 30 June 2020 | |
| $ | $ | ||
| Current receivables: | |||
| Trade receivables from other related parties | - | 1,292,771 |
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
| Consolidated | Consolidated | ||
|---|---|---|---|
| 31 Dec | 2020 | 30 June 2020 | |
| $ | $ | ||
| Current receivables: | |||
| Loan to other related party - Aus Tin Mining Ltd | 180,551 | 180,551 |
Note 21. Events after the reporting period
On 19 January 2021, Mr Peter Wright was appointed to the Board of the company as a Non-Executive Director, replacing Mr Ben Cleary who resigned as at the same date.
On 8 February 2021, the company issued 35,975,007 options to Bizzell Capital Partners Pty Ltd (BCP) and its nominees, as approved by shareholders at the company's Annual General Meeting held on 18 January 2021. The options are exercisable at $0.12 and expire on 25 September 2023. The options were issued to BCP in terms of its underwriting agreement with the company in connection with the capital raising that occurred during the 31 December 2020 half-year (refer note 17).
On 12 February 2021, 4,200,000 unlisted ESOP options expired. The options had an exercise price of 19.19 cents per option.
On 12 March 2021, DGR Global Limited (DGR) announced that a share acquisition agreement had been executed between public, unlisted Auburn Resources Limited (Auburn) and Armour Energy Limited (Armour, ASX: AJQ) for the acquisition of Armour's whollyowned subsidiary, Ripple Resources Pty Ltd (Ripple) by Auburn. Under the agreement, in consideration for the allotment of 5,600,000 fully paid Auburn shares, Armour will transfer its legal, beneficial, and unencumbered interest in 100% of the shares in Ripple to Auburn. Immediately following the allotment, Armour will hold approximately 12.5% of Auburn and DGR's shareholding in Auburn will decrease from 45% to 39%. Completion is expected to occur in April 2021.
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DGR Global Limited Notes to the financial statements 31 December 2020
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Note 21. Events after the reporting period (continued)
No other matter or circumstance has arisen since 31 December 2020 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
Note 22. Earnings per share
| Profit/(loss) after income tax Non-controlling interest Profit/(loss) after income tax attributable to the owners of DGR Global Limited Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share |
Consolidated 31 Dec 2020 31 Dec 2019 $ $ 3,404,715 (2,366,248) 5,993 24,335 3,410,708 (2,341,913) Number Number 835,973,337 613,181,877 835,973,337 613,181,877 Cents Cents 0.4 (0.4) 0.4 (0.4) |
|---|---|
| 3,410,708 | |
| Number 835,973,337 |
|
| 835,973,337 | |
| Cents 0.4 0.4 |
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DGR Global Limited Directors' declaration 31 December 2020
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In the directors' opinion:
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the attached financial statements and notes comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 'Interim Financial Reporting', the Corporations Regulations 2001 and other mandatory professional reporting requirements;
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the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 31 December 2020 and of its performance for the financial half-year ended on that date; and
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there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.
On behalf of the directors
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_________ Nicholas Mather Managing Director
16 March 2021 Brisbane
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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
Conclusion
We have reviewed the half-year financial report of DGR Global Limited (the Company) and its subsidiaries (the Group), which comprises the statement of financial position as at 31 December 2020, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the half-year then ended, and notes comprising a statement of accounting policies and other explanatory information, and the directors’ declaration.
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 the Group is not in accordance with the Corporations Act 2001 including:
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(i) Giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its financial performance for the half-year ended on that date; and
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(ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
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 Group’s financial position as at 31 December 2020 and its financial 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 the Group, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial 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.
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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 the Group, 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
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T J Kendall Director
Brisbane, 16 March 2021
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.
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