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DREADNOUGHT RESOURCES LTD Regulatory Filings 2012

Mar 14, 2012

64785_rns_2012-03-14_aa455d94-aa3a-43ea-b98c-b90c57aae7d4.pdf

Regulatory Filings

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ERO Mining Limited

Financial report for the half-year ended 31 December 2011

ERO Mining Limited ABN 40 119 031 864

Financial report - 31 December 2011

Contents

Page
Directors' report 3
Auditor's Independence Declaration 5
Financial statements
Statement of comprehensive income 6
Statement of financial position
Statement of changes in equity 8
Statement of cash flows 9
Notes to the financial statements 10
Directors' declaration 16
Auditors' Independent Review Report 17

These financial statements cover the consolidated financial statements for the consolidated entity consisting of ERO Mining Limited and its subsidiaries. The financial statements are presented in the Australian currency.

ERO Mining Limited is a company limited by shares, incorporated and domiciled in Australia. The registered office and principal place of business is:

ERO Mining Limited Level 3, 100 Pirie Street Adelaide SA 5000

Registered postal address is:

ERO Mining Limited PO Box 3126 Norwood SA 5067

The financial statements were authorised for issue by the directors on 15 March 2012. The directors have the power to amend and reissue the financial statements.

Through the use of the internet, we have ensured that our corporate reporting is timely and complete. All press releases, financial reports and other information are available on our website: www.eromining.com.au

Directors' report

Your directors present their report on the consolidated entity consisting of ERO Mining Limited and the entities it controlled at the end of, or during, the half-year ended 31 December 2011.

Directors

The following persons were directors of ERO Mining Limited at any time during the financial year and up to the date of this report:

Robert Michael Kennedy (Non-executive Chairman) Shane Robin Gale (Managing Director, resigned 31 August 2011) Hector Mackenzie Gordon (Non-Executive Director, appointed 24 January 2011) Michael Ivor Hatcher (Non-executive Director, appointed 28 June 2011) The directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Review of operations

Mr Kevin James Lines was appointed Chief Executive Officer on 1 September 2011.

The Company's major efforts during the half year have been directed at finalising the sale of non-core assets and ongoing exploration for minerals sands, gold, and IOCGU systems.

During the period under review exploration for heavy mineral sands commenced at our Padthaway project in south-eastern South Australia. All exploration activities in the project area are managed by Iluka Resources Limited under the terms of a joint venture agreement.

The main points of the agreement are:

  • Iluka shall farm-in by conducting exploration for heavy mineral sands on eight ERO exploration licenses near Padthaway in south eastern South Australia.
  • Agreement allows for ERO to retain rights to uranium and other minerals. $\bullet$
  • Iluka to spend \$300,000 over two years to earn 80% interest in the mineral sands. $\bullet$
  • Additional payments and royalties to ERO in the event of successful mining lease application. $\bullet$
  • The agreement allows ERO to retain the rights to uranium and other minerals in the tenements in line with ERO's stated policy of focusing its future exploration on key lithium. uranium and gold projects in South Australia and the Northern Territory.

Iluka Resources have now finished the Stage 1 exploration program involving the completion of two stratigraphic drill traverses located on EL's 4041 and 4043 located between the towns of Keith and Bordertown SA. A total of 161 holes were drilled for 4,242m and 274 samples were submitted for analysis. Encouraging stratigraphy was intercepted by most drill holes on the two traverses with marine sands intercepted belonging to the Bridgewater Formation. Low grade heavy mineral sands (<0.3%) over several metres vertical thickness were noted in many drill holes.

Further drilling is planned for the third quarter of 2012 to follow up on the better intercepts recorded from the Stage 1 drilling.

At the Billa Kalina project the Company's efforts have been focused on negotiations with the Defence Department to allow access for exploration over the very promising Peeweena Dam prospect. This prospect lies within the Woomera Prohibited Area and requires a Deed of Exploration to be approved and executed before any on-ground exploration activities can begin. The Company has now received a draft Deed of Access for Exploration from the Federal Government. Following signing of the Deed. ERO had anticipated undertaking a ground gravity survey of the Peeweena Dam anomaly in early 2012 however exploration has been delayed pending clarification of some of the terms of the Deed. This delay relates specifically to the possible change of ownership of Flinders Mines Limited, the underlying registered tenement holder, which (should this change occur) would void the current Deed.

ERO Mining Limited Directors' report 31 December 2011 (Cont)

ERO, through its corporate and legal advisors is seeking resolution of these issues at the earliest possible opportunity.

It is the Company's intention, that upon grant of the Deed of Exploration, it will embark on a ground gravity survey over the Peeweena Dam area to confirm the presence of a significant gravity feature indicated in a wide-spaced (7x7km) survey completed in the 1970's. Confirmation of the gravity anomalv would support drill testing for IOGCU mineralization similar to Olympic Dam, Prominent Hill and Carapeetina.

At the Company's Talbot North project, part of our Tanami gold/uranium exploration portfolio. a surface geochemical sampling program returned several significant arsenic anomalies with values up to 206ppm As. Arsenic is a significant pathfinder element to the discovery of gold systems in the Tanami region of the Northern Territory.

On 9th December 2011 the Company completed the sale of the Georgetown Gold Operations Pty Ltd. The Company received \$200,000 cash for the sale, and the right to be paid a royalty at the rate of 10% of the price actually received for all gold produced by any means from all or any part of the area covered by the Georgetown tenements, subject to a cap of \$150,000.

The Board of ERO Mining believes that the last six months has seen important steps completed that have rationalised the Company's exploration assets and generated encouraging results from ongoing exploration. These results support continuing exploration throughout 2012 and combined with resolution of access issues at the Company's Peeweena Dam prospect give promise of a strong 2012 for ERO Mining.

Matters subsequent to the end of the financial half-year

There has not arisen in the interval between 31 December 2011 and the date of this report any item. transaction or event which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future years.

Auditors' Independence Declaration

A copy of the Auditors' Independence Declaration as required under section 307C of the Corporations Act 2011 is set out on page 5.

This report is signed and dated in Adelaide on this 15th day of March 2012 and made in accordance with a resolution of the directors.

Robert M Kennedy Director

Level 1, 67 Greenhill Rd Wayville SA 5034 GPO Box 1270 Adelaide SA 5001 T 61 8 8372 6666 F 61 8 8372 6677 E [email protected] W www.grantthornton.com.au

AUDITOR'S INDEPENDENCE DECLARATION TO THE DIRECTORS OF ERO MINING LIMITED

In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the review of Ero Mining Limited for the half-year ended 31 December 2011, I declare that, to the best of my knowledge and belief, there have been:

  • no contraventions of the auditor independence requirements of the Corporations a Act 2001 in relation to the review; and
  • $\mathbf b$ no contraventions of any applicable code of professional conduct in relation to the review.

Grant Thomber

GRANT THORNTON SOUTH AUSTRALIAN PARTNERSHIP Chartered Accountants

P S Paterson Partner

Adelaide, 15 March 2012

Grant Thornton South Australian Partnership ABN 27 244 906 724 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia

ERO Mining Limited
Consolidated statement of comprehensive income
For the half-year ended 31 December 2011

31 December
2011
31 December
2010
Notes \$ \$
Revenue from continuing operations 3,492 204,773
Cost of goods sold (385) (716, 875)
Marketing expense (42, 334)
Administrative expense
Finance costs
(187, 834) (158, 532)
Impairment of exploration assets (125, 770) (605)
(7,863,137)
Impairment of development assets (478, 181)
(Loss) from disposal of fixed assets (77, 436)
(Loss) from disposal of subsidiary 6 (171, 664)
(Loss) before income tax (559, 597) (9,054,891)
Income tax (expense)/ income (1,088) (8, 100)
(Loss) from continuing operations (560, 685) (9,062,991)
(Loss) for the half-year (560,685) (9,062,991)
Other comprehensive income
Total comprehensive income for the half-
year
(560,685) (9,062,991)
Total comprehensive income for the half-year
is attributable to:
Owners of ERO Mining Limited (560,685) (9,062,911)
(560, 685) (9,062,911)
Cents Cents
Earnings per share for (loss) attributable to
the ordinary equity holders of the parent
entity:
Basic earnings per share (1.57) (5.61)
Diluted earnings per share (1.57) (5.61)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

ERO Mining Limited
Consolidated statement of financial position
As at 31 December 2011

ASSETS Notes 31 December
2011
\$
30 June
2011
\$
Current assets
Cash and cash equivalents 231,408 119,135
Trade and other receivables
Available-for-sale assets
3,022 55,121
350,000
Total current assets 234,430 524,256
Non-current assets
Property, plant and equipment 897 177,170
Exploration and evaluation 6,983,198 6,941,105
Other non-current assets
Total non-current assets
6,984,095 17,750
7,136,025
Total assets 7,218,525 7,660,281
LIABILITIES
Current liabilities
Trade and other payables 57,149 211,346
Provisions 43,425
Total current liabilities 57,149 254,771
Total liabilities 57,149 254,771
Net assets 7,161,376 7,405,510
EQUITY
Contributed equity 4 31,004,894 30,688,343
Reserves 5(a) 983,478 983,478
Retained losses 5(b) (24, 826, 996) (24, 266, 311)
Total equity 7,161,376 7,405,510

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

ERO Mining Limited
Consolidated statement of changes in equity
As at 31 December 2011

Consolidated

Notes Contributed
Equity
Reserves Retained
Losses
Total
Equity
S
Balance at 1 July 2010 25,588,199 882,007 (12,506,296) 13,963,910
(Loss) for the period ۰ (9,062,911) (9,062,911)
Contributions of equity 450,000 ۰ 450,000
Transaction costs, net of tax (18,900) (18,900)
Balance at 31 December 2010 26,019,299 882.007 (21,569,287) 5,332,019

Consolidated

Notes Contributed
Equity
Reserves Retained
Losses
\$
Total
Equity
\$
Balance at 1 July 2011 30,688,343 983,478 (24, 266, 311) 7,405,510
(Loss) for the period 5(b) (560, 685) (560,685)
Contributions of equity 319,089 319,089
Transaction costs, net of tax 4 (2,538) (2,538)
Balance at 31 December 2011 31,004,894 983.478 (24,826,996) 7,161,376

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

ERO Mining Limited
Consolidated statement of cash flows As at 31 December 2011

Half-year

31 December
2011
\$
31 December
2010
\$
Notes
Cash flows from operating activities
Receipts from operating activities 216 196,538
Interest received
Tax receipts received
3,027 8,235
263,136
Payments to suppliers and employees (306, 226) (690,359)
Net cash (outflow) inflow from operating activities (302, 983) (222, 450)
Cash flows from investing activities
Purchase of property, plant and equipment (43, 256)
Payment for exploration activities (156, 536) (346, 656)
Repayment of loans to related parties 75,000
Proceeds from the disposal of subsidiary
Proceeds from the disposal of property, plant and
6 200,000
equipment 98,817
Net cash inflow (outflow) from investing activities 99,025 (271, 656)
Cash flows from financing activities
Proceeds from issues of shares 319,857 450,000
Payments for capital raising costs (3,626) (27,000)
Net cash inflow (outflow) from financing activities 316,231 423,000
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the half-
112,273 (71, 106)
year 119,135 361,294
Cash and cash equivalents at the end of the half-year 231,408 290,188

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

1 Summary of significant accounting policies

Basis of preparation of half-year financial report

Reporting Entity

ERO Mining Limited (the "Company") is a company domiciled in Australia. The consolidated financial report of the Company as at and for the half year ended 31 December 2011 comprises the Company and its subsidiaries (together referred to as the "consolidated entity").

The consolidated annual financial report of the consolidated entity as at and for the year ended 30 June 2011 is available upon request from the Company's registered office at Level 3, 100 Pirie Street. Adelaide SA or at www.eromining.com.au.

Statement of Compliance

The half-year consolidated financial statements are a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standard AASB 134: Interim Financial Reporting, Australian Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board.

International Financial Reporting Standards

This interim financial report does not include all the notes of the type normally included in an annual financial report.

Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2011 and any public announcements made by ERO Mining Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The accounting policies applied by the entities in the consolidated group in this half-year report are consistent with those applied by the consolidated entity in its consolidated financial report for the year ended 30 June 2011.

Reporting Basis and Conventions

The half year report has been prepared on an accruals 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.

The relevant amendments and their effects on the current period or prior periods are described below.

Amendments to AASB 134 Interim Financial Reporting

The amendments clarified certain disclosures relating to events and transactions that are significant to an understanding of changes in the Group's circumstances since the last annual financial statements. The Group's interim financial statements as of 31 December 2011 reflect these amended disclosure requirements, where applicable.

2 Segment information

(a) Description of segments

Identification of reportable segments

ERO Mining Limited 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. ERO Mining Limited is managed primarily on the basis of geographical area of interest, since the diversification of ERO Mining Limited operations inherently have notably different risk profiles and performance assessment criteria. Operating segments are therefore determined on the same basis.

Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic characteristics and are also similar with respect to the following:

  • external regulatory requirements
  • geographical and geological styles

Accounting policies developed

Unless stated otherwise, all amounts reported to the Board of Directors, as chief decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of ERO Mining Limited.

(b) Business segments

Period ending 31 December 2011

Georgetown
Gold
\$
Abminga
Gold
\$
Billa Kalina
Copper
P
Other
\$
Total
\$
Adjusted EBITDA (118, 207) (7,948) (126, 155)
Cost of goods sold (385) (385)
Amortisation
Impairment (117, 822) (7, 948) (125, 770)
Segment assets for the period
ending 31 December 2011
2,383,111 4,600,087 6,983,198
Segment asset movements for the period
Capital expenditure 89,445 7,948 372 70,105 167,871
Impairment (117, 822) (7,948) (125, 770)
Total movement for the
period (28, 377) 372 70,105 42,101
Total segment assets 6,983,198
Unallocated assets 235,327
Total assets 7,218,525

2 Segment information (continued)

Period ending 31 December 2010

Georgetown
Gold
Abminga
Gold
Billa
Kalina
Copper
Other Total
\$ \$ 5 \$ S
Segment revenue 196,538 196,538
Adjusted EBITDA (2,590,105) (5,072,632) (1, 166, 871) (8,829,608)
Cost of goods sold (486,625) (468,625)
Amortisation (248, 250) (248, 250)
Impairment (2,069,768) (5,072,632) (1, 166, 871) (8,309,271)
Segment assets for the year
ending 30 June 2011 378,376 2,382,740 4,529,989 7,291,105
Segment asset movements for the year
Capital expenditure 255,597 4,352 327,918 244,534 832,401
Additions through acquisition of
subsidiary
Transfer of plant & equipment
assets to non-current assets
4,053,948 4,053,948
classified as held for sale 150,000 150,000
Change in inventory (41,086) (41,086)
Capital expenditure impaired (1,590,962) (5,380,870) (289, 937) (991, 386) (8, 253, 155)
Amortisation (248, 250) (248, 250)
Impairment (1,878,181) (1,878,181)
Total movement for the
period (3, 352, 882) (5,376,518) 37,981 3,307,096 (5, 384, 323)
Total segment assets
Unallocated assets
Total assets
7,291,105
369,176
7,660,281
Half-year
S 31 December 2011 31 December 2010
æ
Adjusted EBITDA
Allocated adjusted EBITDA
Unallocated:
(126, 155) (8,829,608)
Interest revenue
Other revenue
2,827
665
8,235
Marketing expenses
Administrative expenses
(187, 834) (42, 334)
(158, 532)
Finance costs
Exploration general written off
(605)
(32, 047)
Loss on sale of property, plant & equipment
Loss on disposal of subsidiary
(77, 436)
(171, 664)
(Loss) before income tax from continuing operations (559,597) (9.054.891)

$\overline{3}$ Contingencies

Contingent liabilities

There have been no changes in contingent liabilities since the last reporting date.

$\overline{\mathbf{4}}$ Contributed Equity

31 December 30 June 31 December 30 June
2011 2011 2011 2011
Shares Shares \$ \$
(a) Share Capital
Ordinary shares
Fully paid
360,116,877 348,298,731 31,004,894 30,688,343

(b) Movements in ordinary share capital:

Date Details Number of
Shares
Ssue
Price
\$
1 July 2010 Opening balance
Shares issued during the year
Less: Transactions costs arising on
160,175,576
11,250,000
\$0.04 25,588,199
450,000
share issue (net of tax) (18,900)
31 December 2010 Balance 171,425,576 26,019,299
1 July 2011 Opening balance
Placement Proceeds Received
348,298,731
11,818,146
\$0.027 30,688,343
319,089
31 December 2011 Less: Transaction costs arising on
share issue (net of tax)
Balance
360,116,877 (2, 538)
31,004,894
5 Reserves and retained losses
31 December
2011
\$
30 June
2011
\$
(a) Reserves
Share-based payments

983,478 983,478 983,478 983,478

5 Reserves and retained earnings (continued)

31 December
2011
30 June
2011
S
(b)
Retained Earnings
Balance at beginning of period
(24.266.311) (12,506,296)
Net profit/ (loss) for the period (560,685) (11,760,015)
Balance at end of period (24, 826, 996) (24, 266, 311)

$6\phantom{a}$ Deconsolidation of ERO Georgetown Pty Ltd and its controlled entities ("EROG")

The loss of control of the EROG group on 9 December 2011 resulted in a loss on deconsolidation. The deconsolidation of EROG resulted in ERO incurring a loss of \$171,664 for the half-year. The deconsolidation had the following effect on the Group assets and liabilities:

EROG's assets and liabilities at 9 December 2011:

S
Property Plant and Equipment 150,000
Mining Property 200,000
Other Assets 17,773
Trade Creditors (3,892)
Net Assets 371,665
Consideration received 200,000
Loss on Deconsolidation 171,664

EROG's financial performance for the period 1 July 2011 to 9 December 2011:

Cost of sales (385)
Administrative expenses (144)
Loss for the period (529)

EROG's statement of cash flows for the period 1 July 2011 to 9 December 2011:

Net outflows from operating (362)
Net inflows from financing (18,693)
Net increase (decrease) in cash held (19.055)
Cash held at 1 July 2011 19,055
Cash held at 9 December 2011

$\overline{7}$ Events occurring after the reporting period

There has not arisen in the interval between 31 December 2011 and the date of this report any item. transaction or event which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future years.

8 Going Concern

The financial report has been prepared on the basis of going concern.

The cash flow projections of the consolidated entity evidence that the consolidated entity will require positive cash flows from additional capital for continued operations.

The consolidated entity's ability to continue as a going concern is contingent on obtaining additional capital. If additional capital is not obtained, the going concern basis may not be appropriate, with the result that the consolidated entity may have to realise its assets and extinguish its liabilities, other than in the ordinary course of business and in amounts different from those stated in the financial report. No allowance for such circumstances has been made in the financial report.

In the directors' opinion:

  • $(a)$ the financial statements and notes set out on pages 6 to 15 are in accordance with the Corporations Act 2001, including:
  • i. complying with Accounting Standard AASB 134: Interim Financial Reporting, and
  • ii. giving a true and fair view of the company's and consolidated entity's financial position as at 31 December 2011 and of its performance for the half-year ended on that date, and
  • $(b)$ there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

Robert M Kennedy Director

Adelaide 15 March 2012

Level 1. 67 Greenhill Rd Wayville SA 5034 GPO Box 1270 Adelaide SA 5001 T 61 8 8372 6666 F 61 8 8372 6677 E [email protected] W www.grantthornton.com.au

INDEPENDENT AUDITOR'S REVIEW REPORT TO THE MEMBERS OF ERO MINING LIMITED

We have reviewed the accompanying half-year financial report of Ero Mining Limited ("Company"), which comprises the consolidated financial statements being the statement of financial position as at 31 December 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, a statement of accounting policies, other selected explanatory notes and the directors' declaration of the consolidated entity, comprising both the Company and the entities it controlled at the half-year's end or from time to time during the halfyear.

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 controls 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 consolidated half-year financial report based on our review. We conducted our review in accordance with the 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 financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the consolidated entity's financial position as at 31 December 2011 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.

Grant Thornton South Australian Partnership ABN 27 244 906 724 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389

Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.

Liability limited by a scheme approved under Professional Standards Legislation

As the auditor of Ero Mining Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we 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 Ero Mining Limited is not in accordance with the Corporations Act 2001, including:

  • giving a true and fair view of the consolidated entity's financial position as at 31 $\overline{a}$ December 2011 and of its performance for the half-year ended on that date; and
  • $\mathbf b$ complying with Accounting Standard AASB 134: Interim Financial Reporting and Corporations Regulations 2001.

Material uncertainty regarding continuation as a going concern

Without qualification to the conclusion expressed above, we draw attention to Note 8 to the financial statements. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the consolidated entity's ability to continue as a going concern, and therefore the consolidated entity may be unable to realise its assets and discharge its liabilities in the ordinary course of business, and at the amounts stated in the financial report.

Grant Thomber

GRANT THORNTON SOUTH AUSTRALIAN PARTNERSHIP Chartered Accountants

P S Paterson Partner

Adelaide, 15 March 2012