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DIGITALX LIMITED Interim / Quarterly Report 2009

Feb 26, 2009

64762_rns_2009-02-26_3bebe059-afd8-4f72-9935-7a8589077ba9.pdf

Interim / Quarterly Report

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VERUS INVESTMENTS LIMITED

ABN 59 009 575 035

ASX Appendix 4D & Financial report for the half-year ended 31 December 2008

Verus Investments Limited

ABN 59 009 575 035

ASX Appendix 4D & Financial report for the half-year ended 31 December 2008

Page
Results for announcement to market 1
Directors’ report 2
Auditors’ independence declaration 4
Independent auditor’s review report 5
Condensed consolidated income statement 7
Condensed consolidated balance sheet 8
Condensed consolidated statement of changes in equity 9
Condensed consolidated cash flow statement 10
Notes to the condensed consolidated financial statements 11
Directors’ declaration 14
Other appendix 4D information 15

Verus Investments Limited

ABN 59 009 575 035

Results for announcement to the market

Current reporting period: half-year ended 31 December 2008 and previous reporting period: half-year ended 31 December 2007

Results
A$
Results
A$
Results
A$
Results
A$
Revenues
-
No change
to
0
Loss from ordinary activities after tax attributable to
members
Down
80%
to
(1,109,074)
Net Loss for the period attributable to members
Down
80%
to
(1,109,074)
Dividends (distributions) Amount per
security
Franked amount per
security
Current period
Interim dividend declared
Final dividend paid
-
-
-
-
Previous corresponding period
Interim dividend declared
Special dividend paid
Final dividend paid
-
-
-
-
-
-
Record date for determining entitlements to the
dividend,
N/A
A brief explanation of revenue, net profit and dividends has been detail in the enclosed Director report,
Income statement, Balance sheet, Cash flow statement and Note to financial statements.
  • 1 -

Verus Investments Limited ABN 59 009 575 035 Directors’ report For the half-year ended 31 December 2008

The directors of Verus Investments Limited (“Company”) submit herewith the financial report of the consolidated entity for the half-year ended 31 December 2008. In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:

Directors

The names of directors who held office during or since the end of the half-year and until the date of this report are noted below. Directors were in office for this entire period unless otherwise stated.

Mr. Andrew McIlwain Chairman Mr. Michael Montgomery Non-executive Director Mr. Gregory Lee Non-executive Director Mr. David Calcei Non-executive Director

Result

The consolidated loss for the half year was $1,109,074 (Parent entity 2007:$5,605,965).

Review of Operations

During the half-year to the end of 2008, we have seen a continuing and escalating deterioration in world market conditions as a result of negative sentiment from the global credit crisis. We have also witnessed a significant downturn in global commodity demand and resultant pricing. Ultimately there has been a tremendous shift in the equity markets from previous years in the ability to access new capital and deliver projects with appropriate investment returns. In response to these factors the board has completed a comprehensive review of activities and investments with the objective of conserving current cash reserves.

Brazilian mineral property investment

Post year end, Verus announced to the ASX its intention to not participate with further investment in the Brazilian resource projects. Whilst the prospectivity of these nickel and iron properties remains encouraging, the near term commodity price outlook and structured option payment terms required make it difficult to support in the current market. Significant efforts have been undertaken to renegotiate more favourable terms, however it has been deemed appropriate to withdraw. These option agreements were structured such that there is no restriction on Verus withdrawing and no continuing liability.

Lee County Project

In November 2008, the Company announced it’s intention to invest in the Lee County Project – a Texas onshore oil and gas opportunity. This investment is seen as a low entry cost option in an highly prospective field. Verus is continuing to pursue this with the intention to finalise the Operating Agreement between parties and consequently drill the first of the two well test program in the second half of the current financial year.

At the date of this report Verus was in the process of finalising the Operating Agreement. Some delay was experienced due to the sale by one participating party of its interest. Buccaneer Energy Limited announced to the market the sale of their 40% working interest to a highly successful development group who’s intention is to commence drilling and test work as soon as possible.

  • 2 -

Verus Investments Limited ABN 59 009 575 035 Directors’ report For the half-year ended 31 December 2008

Corporate costs

Focus continues on the reduction or elimination of administrative costs. Some of the key cost savings to date being;

  • A direct result of the decision not to continue investment in the Brazilian resource projects

  • A 30% reduction in Directors’ fees from 1 January, 2009, with the intention to provide compensation to the Directors from a pool of 12 million share options subject to shareholder approval.

Verus remains focused on delivering value from prudent investment and the Directors are confident that during the course of calendar 2009 that the board will actively seek and assess new investment opportunities.

Auditor’s independence declaration

Section 307C of the Corporations Act 2001 requires our auditors, Deloitte to provide the directors of the company with an independence declaration in relation to the review of the half-year financial report. This independence declaration is set out on page 4 and forms part of this directors’ report for the half-year ended 31 December 2008.

The report is signed in accordance with a resolution of the Board of Directors made pursuant to s.306(3) of the Corporations Act 2001.

==> picture [109 x 30] intentionally omitted <==

Andrew McIlwain Chairman Melbourne, 27 February 2009

  • 3 -

Deloitte Touche Tohmatsu ABN 74 490 121 060

Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia

The Board of Directors Verus Investments Limited 45 Ventnor Avenue West Perth WA 6005

DX 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au

27[th] February 2009

Dear Board Members

Verus Investments Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Verus Investments Limited.

As lead audit partner for the review of the financial statements of Verus Investments Limited for the half year ended 31 December 2008, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review and

  • (ii) any applicable code of professional conduct in relation to the review.

Yours sincerely

==> picture [205 x 26] intentionally omitted <==

DELOITTE TOUCHE TOHMATSU

L. Karamfiles Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation.

4

Deloitte Touche Tohmatsu ABN 74 490 121 060

Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia

DX 206 Tel: +61 (0) 8 9365 7000 Fax: +61 (0) 8 9365 7001 www.deloitte.com.au

Independent Auditor’s Review Report to the members of Verus Investments Limited

We have reviewed the accompanying half-year financial report of Verus Investments Limited which comprises the balance sheet as at 31 December 2008, and the income statement, cash flow statement, statement of changes in equity for the half-year ended on that date, selected explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the end of the half-year or from time to time during the half-year as set out on pages 7 to 14.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

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 an Interim 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 Verus Investments Limited’s financial position as at 31 December 2008 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 Verus Investments 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.

[Liability limited by a scheme approved under Professional Standards Legislation. ]

5

Auditor’s Independence Declaration

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001

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 Verus Investments 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 2008 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

==> picture [205 x 26] intentionally omitted <==

DELOITTE TOUCHE TOHMATSU

L. Karamfiles Partner Chartered Accountants Perth, 27[th] February 2009

[. ]

6

Verus Investments Limited ABN 59 009 575 035 Condensed consolidated income statement For the half-year ended 31 December 2008

Note
Income
Interest income received
Expenses
Occupancy expenses
Corporate administration expenses
Brazilian investment administration and legal fees
Depreciation
Oil & Gas exploration investment settlement/write-down
2
Brazilian exploration investment write-down
2
Other expenses
Loss before income tax expense
Income tax expense
Net loss for the period
Earnings per share from continuing operations:
Basic loss per share
Diluted loss per share
Half-year ended
31 Dec 2008
$ Half-year ended 31
Dec 2007
$ 43,316
65,730
-
37,587
298,655
206,257
103,279
-
59
9,689
34,429
5,411,242
715,968
-
-
6,920
1,152,390
5,671,695
1,109,074
5,605,965
-
-
1,109,074
5,605,965
0.46 cent
2.35 cents
0.46 cent
2.35 cents

Notes to the condensed financial statements are included on pages 11 to 13.

  • 7 -

Verus Investments Limited ABN 59 009 575 035 Condensed consolidated balance sheet as at 31 December 2008

Note
Current assets
Cash and cash equivalents
Other receivables
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Total current liabilities
Total liabilities
Net assets
Equity
Issued capital
3
Reserves
Accumulated losses
Total equity
31 December
2008
30 June
2008
845,225
1,796,823
15,394
91,079
860,619
1,887,902
1,591
365
-
141,518
1,591
141,883
862,210
2,029,784
114,396
169,167
114,396
169,167
114,396
169,167
747,814
1,860,617
8,824,377
8,824,377
301,028
304,757
(8,377,591)
(7,268,518)
747,814
1,860,617

Notes to the condensed financial statements are included on pages 11 to 13.

  • 8 -

Verus Investments Limited

Condensed consolidated statement of changes in equity For the half year ended 31 December 2008

Note Issued
Capital
Reserves
Accumulated
Loss
Total
$
$
$
$
Balance at1 July 2007
Share options issued (net of costs)
Loss attributable to members of the parent entity (i)
Balance at31 December 2007
Balance at1 July 2008
Loss attributable to members of the parent entity (i)
Exchange differences arising on translation of
foreign operations
Balance at31 December 2008
8,824,377
5,850
(989,565)
7,840,662
-
270,178
-
270,178
-
-
(5,605,965)
(5,605,965)
8,824,377
276,028
(6,595,530)
2,504,875
8,824,377
304,757
(7,268,517)
1,860,617
-
-
(1,109,074)
(1,109,074)
-
(3,729)
-
(3,279)
8,824,377
301,028
(8,377,592)
747,814

(i) The loss attributable to members of the Parent entity comprises the total recognised income and expense for the financial period.

Notes to the condensed financial statements are included on pages 11 to 13.

  • 9 -

Verus Investments Limited ABN 59 009 575 035

Condensed consolidated cash flow statement for the half-year ended 31 December 2008

Note
Cash flows from operating activities
Proceeds on sale of investment securities
Interest received
Withholding tax (paid)/refunded
Deposit refunded
Payments to suppliers and employees
Payments for investment securities
Net cash used in operating activities
Cash flows from investing activities
Payments for intangible mineral rights
Payments for deferred exploration expenditure
Payments for Oil & Gas exploration assets
Payment for property, plant & equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issues of equity securities
Payment for share issue costs
Net cash provided by financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the half-year
Cash and cash equivalents at the end of the half-year
Half-year
ended 31 Dec
2008
Half-year
ended 31 Dec
2007
-
10,661
61,001
56,699
-
1,289
-
2,350
(310,301)
(259,019)
-
-
(249,300)
(188,020)
(220,610)
-
(357,570)
-
(122,832)
(179,534)
(1,286)
-
(702,298)
(179,534)
-
318,392
-
(47,983)
-
270,409
(951,597)
(97,145)
1,796,823
2,268,723
845,225
2,171,578

Notes to the condensed financial statements are included on pages 11 to 13.

  • 10 -

Verus Investments Limited ABN 59 009 575 035 Notes to the consolidated financial statements for the half-year ended 31 December 2008

1. Summary of accounting policies

Statement of compliance

The half-year consolidated financial statements are a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134: Interim Financial Reporting. Compliance with AASB 134 ensures compliance with Interim Financial Reporting Standard IAS 34.

The half-year report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent financial report.

Basis of preparation

The half-year report has been prepared on an historical cost basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the half-year report are consistent with those disclosed in the Company’s 2008 annual financial report for the financial year ended 30 June 2008.

Going concern

The financial statements have been prepared on the basis that the Consolidated Entity will continue to meet its commitments and can therefore continue normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. In arriving at this position, the directors have considered the following pertinent matters:

Potential Investments and Cost of those Investments

The Company has a potential 10% investment in separate Gas and Oil drilling opportunities.

If the consolidated entity decides to pursue this opportunity, the directors expect the entity’s share of the costs of exploring the areas of interest will be covered by current cash resources.

If the costs ultimately exceed the directors current expectation there is potential that the entity would be required source additional funding from either debt or equity markets.

If these wells are successful the economic entity will need to raise additional funds to cover the costs of bringing the wells into production. The directors expect the successful wells will generate positive cash flows.

If these wells are unsuccessful the the directors believe the entity’s current cash reserves would be sufficient to maintain basic operations for at least 12 months from the date of this report.

Exploration expenditure - the consolidated entity is expecting to reduce its exploration expenditure in Brazil to nil in the coming year.

Future Expenditure - the Consolidated entity has the flexibility of reducing its level of expenditure to minimal ongoing administration expenses.

Net Assets - at the date of signing the financial statements the group net assets were $747,814 and the group has no external debt.

The directors believe that at the date of signing the financial report there are reasonable grounds to believe that, having regard to the matters set out above, the Consolidated Entity will have sufficient funds to meet its obligations as and when they fall due.

The financial report does not include any adjustment relating to the recoverability or classification of recorded asset amounts, or to the amounts or classifications of liabilities that might be necessary should the Consolidated Entity not be able to continue as a going concern.

  • 11 -

Verus Investments Limited ABN 59 009 575 035 Notes to consolidated financial statements for the half-year ended 31 December 2008

2. Profit before income tax expense
Note
The following revenue and expense items are relevant in explaining the financial
performance for the half-year:
Oil & Gas exploration investment settlement/write-down (i)
Brazilian exploration investment write-down
Consolidated
31 December
2008
$’000
34,429
715,968

(i) The company finalised settlement with Drillmar Oil and Gas Inc on 16 December 2008 for final costs arising from the Operating Agreement and Participation Agreement , effective 1 November 2007 and concerning the St. Gabriel field.

3: Issued Capital

: Issued Capital
(a) Ordinary shares
Issued and fully paid
Ordinary shares on issue
During the period there was no movements in ordinary shares on issue
(b) Listed Options
Listed share options on issue
Consolidated
31 December
2008
$ 30 June
2008
$ 8,824,377
8,824,377
No.
No.
238,794,160
238,794,160
No.
No.
164,196,107
164,196,107
  • 12 -

Verus Investments Limited ABN 59 009 575 035 Notes to consolidated financial statements for the half-year ended 31 December 2008

4. Segment information

Business segments

The Company operates predominantly in one industry being the identification and execution of investment opportunities, for any short, medium or long term purpose whether or not those opportunities relate to securities which are listed on a Securities Exchange.

Geographical segments

The following table presents the revenue and profit information regarding geographical segments for the halfyear periods ended 31 December 2008. For the half-year ended 31 December 2007, all Revenue and loss reported in the financial statements has been generated in one geographical location being Australia.

Australia
$
South America Consolidated
$
31 December 2008
Segment revenue
Segment result
Loss before related income tax expense
Income tax expense
Net loss attributable to members of the parent
entity
43,316 - 43,316
289,827 819,306 1,109,074
-
1,109,074

5. Contingencies and commitments

At the time this report was prepared the Directors were not aware of any contingent liabilities or capital commitments of a material nature.

6. Subsequent events

On 11 February 2009, the Company issued 1 million unlisted options, with an expiry date of 1 March 2012 and exercisable at $0.015 per share, to staff under the Directors and Employees Option Plan.

No other matter or circumstance has arisen since the end of the half-year reporting period which has not been dealt with in the financial statements that has significantly affected or may significantly effect:

  • (i) the investments of the Group;

  • (ii) the results of those investments; or

  • (iii) the state of affairs of the Group.

  • 13 -

Verus Investments Limited ABN 59 009 575 035 Notes to the consolidated financial statements for the half-year ended 31 December 2008

Director’s Declaration

The directors of the Company declare that:

  • a) In the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

  • b) In the directors’ opinion, the attached financial statements and the notes thereto are in accordance with the Corporations Act 2001, including compliance with the accounting standards and giving a true and fair view of the financial position and performance of the Consolidated Entity.

Signed in accordance of the resolution of the directors, and pursuant to s.303(5) of the Corporations Act 2001.

On behalf of the Directors:

==> picture [109 x 30] intentionally omitted <==

Andrew McIlwain

Melbourne, 27 February 2009

  • 14 -

Verus Investments Limited ABN 59 009 575 035 Other information required to be given to ASX under listing rule 4.2A.3

Net tangible assets per security Current period Previous corresponding
period
Net tangible assets per security 0.03 cents 1.05 cents

Details of entities over which control has been gained or lost during the period

Name of entity Date of gain or loss of
control
Contribution to reporting
entity’sprofit
N/A

Details of associates and joint venture entities

Name of entity Percentage of ownership
interest held at end of period
Percentage of ownership
interest held at end of period
Aggregate share of net profit
(loss) contributed to the
reporting entity
Aggregate share of net profit
(loss) contributed to the
reporting entity
N/A Current
period
Previous
corresponding
period
Current
period
$A
Previous
corresponding
period
$A
Total
  • 15 -