AI assistant
EV RESOURCES LTD — Annual Report 2013
Oct 1, 2013
64887_rns_2013-10-01_5b18885d-2e0e-4007-835d-fa308bf123b6.pdf
Annual Report
Open in viewerOpens in your device viewer
==> picture [240 x 72] intentionally omitted <==
==> picture [183 x 80] intentionally omitted <==
ANNUAL REPORT 2013
For South East Asia Resources Limited and Controlled Entities ABN 66 009 144 503
Contents
| Contents Page |
|---|
| Corporate Directory .......................................................................................................................... 3 |
| Letter to Shareholders ..................................................................................................................... 4 |
| Review of Operations ....................................................................................................................... 5 |
| Corporate Governance statement .................................................................................................. 13 |
| Directors’ Report ............................................................................................................................ 22 |
| Auditor’s Independence Declaration .............................................................................................. 29 |
| Independent Audit Report .............................................................................................................. 30 |
| Directors' Declaration ..................................................................................................................... 33 |
| Statement of Profit or Loss and Other Comprehensive Income – For the Year Ended 30 June |
| 2013 ............................................................................................................................................... 34 |
| Statement of Financial Position - As at 30 June 2013 .................................................................. 35 |
| Statement of Changes in Equity - For the Year Ended 30 June 2013 ........................................... 36 |
| Statement of Cash Flows - For the Year Ended 30 June 2013 ...................................................... 37 |
| Notes to and Forming Part of the Accounts ................................................................................... 38 |
| Additional Information for Listed Companies ................................................................................. 80 |
Corporate Information
Corporate Directory
SOUTH EAST ASIA RESOURCES LIMITED
ABN 66 009 144 503 (Incorporated in Western Australia)
WEBSITE
www.southeastasiaresources.com.au
REGISTERED OFFICE
311 – 313 Hay Street Subiaco Western Australia 6008 Ph: +618 6489 0600
DIRECTORS & SECRETARY
Mr Steven Pynt – Chairman and Non-executive Director Mr Michael Scivolo - Non-executive Director Mr Wayne Knight - Non-executive Director Mr Luke Martino – Company Secretary
AUDITORS
Grant Thornton Audit Pty Ltd Level 1 10 Kings Park Road West Perth Western Australia 6005
SHARE REGISTRY
Computershare Investor Services Pty Ltd Level 2, 45 St. George’s Terrace Perth WA 6000 Ph: 1300 557 010 (within Australia) Ph: +61 8 9323 2033 www.computershare.com.au
STOCK EXCHANGE LISTING
ASX Limited ASX Code – SXI
South East Asia Resources Limited – Annual Report 2013
3
Letter to Shareholders
Letter to Shareholders
Dear Shareholders
On behalf of the Board of Directors I present the 2013 Annual Report for South East Asia Resources.
Your Company continues to transition into a coal development and producing company, with projects in the Republic of Indonesia and Tasmania, Australia.
We have recently announced a $10,000,000 Bond Facility Agreement and together with cashflow from coal production agreements, will add to the Company’s working capital for exploration and development.
The prospective Malala Molybdenum project in Sulawesi, Indonesia continues to be maintained by the company working with consultants and the provincial Government on all Indonesian licences and approvals.
I would like to thank the Board, CEO and staff and consultants both in Australia and Overseas, in particular Indonesia, for their contribution during the year and for their ongoing commitment.
I draw your attention to the Operational Report included herewith which discusses our projects in detail and I also encourage you to regularly visit our website at www.southeastasiaresources.com.au for all of our ASX announcements, project updates and information.
We look forward to meeting our shareholders at the upcoming Annual General Meeting.
On behalf of the Board of Directors
==> picture [190 x 56] intentionally omitted <==
Steven Pynt LLB MBA
Chairman
2 October 2013
4
South East Asia Resources Limited – Annual Report 2013
Review of Operations (continued)
Review of Operations
The Consolidated entity’s activities are contained in releases to the ASX on a quarterly basis and can be obtained from our website www.southeastasiaresources.com.au.
Acquisition of South East Asia Energy Resources
On the 22 August 2012, the company signed the Share Purchase Agreement to acquire 100% of South East Asia Energy Resources Pte Ltd (SEAE). This transaction involves:
-
An interest in Indonesian thermal and coking coal projects.
-
A proven management team capable of identifying, assessing and operating world class projects
-
SEAE and local parties support to develop major infrastructure and coal mines in South Sumatra
-
Acquisition approved by shareholders on 25 September 2012 and the acquisition was completed on 24 December 2012.
The acquisition was satisfied by 110 million performance shares, an agreement to issue up to an additional 220 million deferred consideration shares should certain milestone be achieved within 3 years of completion, 33 million SXI performance options and a cash payment of $750,000. Agreed milestones are in place for full payment of consideration. The Company and SEAE continue to evaluate all funding options in connection with the projects.
PT PAR COKING COAL PROJECT (INDONESIA)
In December 2012, SXI entered into a formal joint venture agreement to manage, operate and market 100% of the coking coal from the PT PAR project in East Kalimantan, Indonesia. PT PAR is a 191ha coking coal concession that is currently opened up in a 10ha area. The concession area has previously undergone mining activity, with 7,000 tonnes of coking coal already extracted and stockpiled. A further 10,000 tonnes have been extracted with a large percentage of overburden already removed.
The project has secured IUP Production Licensing and has all required infrastructure in place for immediate mine production, including camp, mining equipment, haul road and processing crush facilities. The hauling road distance from the boundary of the PT PAR concession is 32 kilometers to the jetty facility (which has a port weight bridge and belt loading conveyor capacity of 1000Mt per hour). Loading of coal onto export coal vessels is estimated to take 10 hours.
Production is being undertaken by mining contractor, Debbia Mining, under the mine and project management of United Mining with Indonesian and Australian site management.
Independent testing of PT PAR coal by SEAER has indicated the presence of high quality coal, based on a Gross Calorific Value of 7,000 kcal/kg, low Volatile Matter (26%-28% range), a high Crucible Swell Number (CSN) of 8-9 and low ash (12-14%) and sulphur content (1.5%-1.7%).
The high energy content, together with the low ash and low sulphur content make coal from PT PAR suitable for a high quality export thermal coal, or a coking coal product.
Over the last 12 months, SEAER has been actively developing business relationships in Vietnam that include potential mining collaborations, off-take opportunities, as well as infrastructure development and management.The first supply contract from SXI’s presence in Vietnam is an offtake agreement entered into with Vietnamese coking coal producer Coal Mi Danka Company JSC (a subsidiary of the energy group Ancom
South East Asia Resources Limited – Annual Report 2013
5
Review of Operations (continued)
(Vietnam)) for 120,000 metric tonnes of coal from PT PAR at a fixed price of US$120 per metric tonne FOB, to be delivered over a one year period. The first shipment of 20,000 metric tonnes is scheduled to occur in the first weeks of November 2013, with proposed monthly shipments thereafter.
The coking coal from PT PAR (supplied under a long term agreement to the newly commissioned Viet Trung Coke Plant in North Vietnam) will be processed at the barge loading port of Telen, which is a short trucking distance from the PT PAR site. The coal will then be loaded onto barges for 30 kilometer trans-shipment to anchorage of Adang Bay, where the cal will then be loaded onto the Vietnamese chartered ships for direct shipment to the Port of CaiLan, Quang Ninh Province in North Vietnam.
TASMANIA COAL PROJECTS
In May 2013, SXI purchased an option to acquire two privately-owned companies that were the holders of three coal exploration licenses in the Central Midlands of Tasmania, Australia. The option, granted to acquire Tiger Coal P/L and Energy Investments P/L, expires on 30 November 2013 whilst technical and legal due diligence is completed and formal legal documentation is finalised.
The exploration and production will be managed by SEA wholly-owned subsidiary South East Asia Energy Resources (Tasmania) Pty Ltd, which was established on 7 May 2013.
The three exploration licenses, pertaining to the Central Midlands of Tasmania, cover an approximate area of 700 km2 with potential for shallow open cut bituminous coal. The inherent qualities of this type of coal are preferred by cement producers. The Central Midland project area is predominantly low rainfall open grazing country with year round access and is serviced by extensive infrastructure including two nearby large regional towns, highway, and rail with direct access through the area and direct 150km to Bell Bay deepwater port. The project area is predominantly low rainfall open grazing country with year round access. Tasrails’ Southern Mainline intersects the project area from South to North.
South East Asia Resources Limited – Annual Report 2013
6
Review of Operations (continued)
==> picture [350 x 462] intentionally omitted <==
Figure 1: Map of Tasmanian Coal Projects- Approx 80kms N of Tasmania
First stage due diligence has been undertaken by SEAER which has included discussions both directly and indirectly with Tasrail, Tasports, Mines Department Consultants, contractors and local stakeholders. The acquisition is close to being finalised, following the completion of legal and technical due diligence; the latter involving an exploration program designed to test and establish a JORC measured resource. An acquisition payment of up to $15 million will be made if a JORC measured resource of at least 30 million tonnes is established.
In June 2013, SEAER commenced an exploration program comprising a minimum of 31 exploration holes within the Jericho area (EL26/2008 and EL26/2008 licenses).
Tasmanian coal offers consistent properties essential to keep the cement manufacturing process performing at its peak performance.
One of the key benefits of using Tasmanian coal in the cement manufacturing process is the ash characteristics of the coal, which reduce the viabilities and quantities of the raw inputs required.
South East Asia Resources Limited – Annual Report 2013
7
Review of Operations (continued)
==> picture [349 x 421] intentionally omitted <==
Figure 2: Map of Surrounding Established Rail and Port Infrastructure
Source: SXI
EXPLORATION UNDERTAKEN AND PLANNED BY SXI
The exploration plan and schedule includes:
-
Phase I: A planned 1,320-metre drilling program over 21 holes (15 cored holes; six open holes). As at 23 July 2013, 731 metres were completed over 17 holes (12 cored holes; five open holes). To date, there have been 34 cored intersects and seven open intersects).
-
Phase II Resource and Reserve JORC Reporting and documentation currently being undertaken by Golder Associates.
-
Phase III: A planned 600-metre drilling program over 10 holes (six cored holes; four open holes) to provide for mineable reserve and mining planning
The Woodbury Coal Deposit is ideally suited to open-cut techniques. The coal is shallow, the stripping ratio attractive, and a sufficient resource available for a continuous long-term mining operation. Special advantages of the proposed Woodbury coal project include:
- All coal seams greater than 30cm in thickness would be recovered by mining with excavators.
South East Asia Resources Limited – Annual Report 2013
8
Review of Operations (continued)
-
Coal seam recoveries between 85% and 95% should be achievable through open cut mining at the Woodbury site.
-
The proposed Woodbury open cut should be of sufficient scale to justify the creation of a large “inpit” coal exposed inventory. A coal exposed inventory in the order of approximately 100,000 tonnes should guarantee the continuity and regularity of coal supply.
From an infrastructure viewpoint, the rail line is located immediately to the west of the proposed mine site, representing a major financial and strategic advantage with respect to coal transport between the proposed mine and power station.
MALALA MOLYBDENUM PROJECT, SULAWESI, INDONESIA
The Company has maintained the Malala Molybdenum Project and continued discussions with provincial Government and other officials concerning all licenses and administrative matters.
The Malala Project is located in the Toli Toli Regency of Central Sulawesi Province, Indonesia, approximately 150km to the north of Palu (Figure 1). The project comprises five IUP concessions: PT Inti Cemerlang, PT Promistis, PT Era Moreco, PT Sembilan Sumber Mas & PT Indo Surya. The total area forming the Malala Project is in excess of 240km2 (Figure 2) spread across the five concessions all of which are located within 15km of the coast.
Since acquisition, SXI has worked diligently at compiling and reviewing the historical data and re-initiating the exploration process. The majority of work has targeted Anomaly B, the key area of Rio Tinto/Santos exploration efforts in the 1970’s and 1980’s. Rio Tinto had defined a non-JORC compliant resource at Anomaly B which is the basis of SXI’s exploration target of 105-115Mt @ 660-900ppm Mo[1] . The Company has significantly advanced its understanding of the Anomaly B prospect area, with detailed trenching and geophysical surveying making large contributions to this improved understanding.
1 In accordance with Clause 18 of the JORC Code, it is important to note that no JORC Mineral Resources or Ore Reserves have been established on these tenements and any current assessment remains subject to ongoing exploration work and drilling. The current interpretation remains preliminary and is based on exploration, evaluation and resource definition work performed by Rio Tinto, Santos and SXI.
South East Asia Resources Limited – Annual Report 2013
9
Review of Operations (continued)
==> picture [466 x 317] intentionally omitted <==
----- Start of picture text -----
Malala Moly Project
----- End of picture text -----
Figure 1 – Location of Malala Molybdenum Project in northern Sulawesi, Indonesia.
==> picture [369 x 255] intentionally omitted <==
Figure 2 – Malala Molybdenum Project area
While the company has high expectations in relation to the Malala Molybdenum Project, it was decided to take a conservative approach and impair the related capital expenditure as at 30 June 2013.
South East Asia Resources Limited – Annual Report 2013
10
Review of Operations (continued)
CONVERTIBLE LOANS
Convertible loan holders, for convertible loans raised during prior years, to the value of $100,000 have extended the agreement of the Loan until 30 June 2014, on the following terms:
-
1) Convertible at the lower of 5 cents per share; or a price equal to 80% of the five (5) day VWAP immediately prior to the Conversion Date
-
2) 10% interest rate (pa)
-
3) Repayment date on or before 30 June 2014.
The company is in discussions with other convertible loan holders for convertible loans raised during prior years, regarding an extension to the maturity date of the notes.
Loans to the value of $255,000 were converted to equity in January 2013.
During the financial year, additional convertible loans of $1,300,000 were entered into, with the following terms:
-
1) Convertible at 4 cents per share.
-
2) 13% interest rate (pa)
-
3) Repayment date on or before 31 March 2014.
With respect to the Dempsey Resources convertible note, the Company and Dempsey Resources have extended the repayment date to 30 June 2014.
JORC Exploration Targets
It is common practice for a company to comment on and discuss its exploration in terms of target size and type. The information in this presentation relating to exploration targets should not be misunderstood or misconstrued as an estimate of Mineral Resources or Ore Reserves. Hence the terms Resource(s) or Reserves(s) have not been used in this context. The potential quantity and grade is conceptual in nature, since there has been insufficient work completed to define them beyond exploration targets and that it is uncertain if further exploration will result in the determination of a Mineral Resource. In accordance with Clause 18 of the JORC Code, it is important to note that no JORC Mineral Resources or Ore Reserves have been established on these tenements and any current assessment remains subject to ongoing exploration work and drilling. The current interpretation remains preliminary and is based on exploration, evaluation and resource definition work performed by previous owners Rio Tinto and Santos. South East Asia Resources Limited have undertaken exploration work including surface mapping, trenching and geochemical surveying (soil, rock and stream sediment geochemistry), geological logging and assaying of diamond drilling and geological modeling within the areas previously defined by Rio Tinto and Santos which is demonstrating results consistent with previous outcomes presented by Rio Tinto and Santos.
Competent Persons Statement
The data in this section of the report that relates the Malala Molybdenum project Exploration Results, Resources and Reserves is based on information reviewed and evaluated by Mr Brett Gunter who is a member of The Australian Institute of Mining and Metallurgy (MAusIMM) and who has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “JORC Code”). Mr Gunter is a fulltime employee of GMT Indonesia and he consents to the inclusion in this
South East Asia Resources Limited – Annual Report 2013
11
Review of Operations (continued)
section of this report of the Exploration Results and/or Mineral Resource and/or Reserve in the form and context in which they appear above.
The data in this section of the report that relates to the Penajam East project exploration results is based on information compiled, review and evaluated by Mr. William Park, BSc (Geology), BEcon, MAIG, who is a member of the Australian Institute of Geoscientists. Mr. Park is a full time employee of PT New Resource Mine (NRM), and has sufficient experience which is relevant to the style and type of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify him as a “Competent Person” as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr. Park consents to the inclusion in this section of this report of the matters based on his information in the form and content as they appear above.
No geological data has been obtained in respect to the Penajam East Project, PT PAR project and the Tasmania Coal projects and neither the Company nor NRM are able to estimate any potential mineralization of the concessions.
South East Asia Resources Limited – Annual Report 2013
12
Corporate Governance Statement
Corporate Governance Statement
In recognising the need for the highest standards of corporate behaviour and accountability, the directors of South East Asia Resources Limited (“SXI” or “the Company”) support the Corporate Governance Principles and Recommendations (“Principles and Recommendations”) as issued by the Australian Stock Exchange Corporate Governance Council (CGC).
The Board of directors of SXI is responsible for the corporate governance of the entity and endorses the need for high standards of corporate governance. The Board guides and monitors the business and affairs of SXI on behalf of the shareholders by whom they are elected and to whom they are accountable.
The Board has formalised its corporate governance framework which it considers suitable given the size, history and strategy of the Company. The Board will keep its corporate governance practices under review and will ensure that the necessary policies are adopted as required by the Company.
Commensurate with the spirit of the ASX Corporate Governance Recommendations, the Company has followed each ASX Corporate Governance Recommendation where the Board has considered it to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company and the Board, the resources available and the activities of the Company. Corporate governance policies and practice of the Company are reflective of the Company's current position. As the Company's activities develop in size, nature and scope, the Board will reconsider and review the Company's corporate governance structures.
In accordance with ASX Listing Rule 4.10.3, SXI is required to disclose the extent to which it has followed the Principles of Best Practice Recommendations during the financial year. Where, after due consideration, SXI’s corporate governance practices depart from a recommendation, this has been identified and an explanation for the departure has been given in compliance with the “if not, why not” regime.
Structure & Role of the Board
The Board operates pursuant to a formal Board charter, which sets out the functions and responsibilities of the Board and management of the Company.
The Board of the Company is responsible for:
-
(a) the overall operation and stewardship of the Company and its subsidiary;
-
(b) charting the direction, strategies and financial objectives for the Company; and
-
(c) monitoring the implementation of those policies, strategies and financial objectives,
and is committed to protecting and enhancing shareholder values and conducting the Company's business ethically and in accordance with the highest standards of corporate governance.
Each of the Directors, when representing the Company, must act in the best interest of the shareholders of the Company and in the best interests of the Company as a whole.
The skills, experience and expertise relevant to the position of each Director who is in office at the date of the annual report, including their term of office, are detailed in the Directors' Report.
A Director is considered to be independent where they are a non-executive Director, are not a member of management and are free of any relationship that could, or could reasonably be perceived to, materially interfere with the independent exercise of their judgment. Directors are expected to bring independent views and judgement to the Board's deliberations. The Board Charter recommends that at least the majority of the Directors of SXI will be non-executive (preferably independent) Directors and that the Chair will be a nonexecutive Director. The existence of the following relationships may affect independent status if the Director:
South East Asia Resources Limited – Annual Report 2013
13
Corporate Governance Statement (continued)
-
is a substantial shareholder of the Company or an officer of, or otherwise associated directly with a substantial shareholder of SXI;
-
is employed, or has previously been employed in an executive capacity by the Company, and there has not been a period of at least three years between ceasing such employment and serving on the Board;
-
has within the last three years been a principal of a material professional adviser or a material consultant to the Company, or an employee materially associated with the services provided;
-
is a material supplier or customer of the Company, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;
-
has a material contractual relationship with the Company other than as a Director.
In the context of Director independence; "materiality" is considered from both the Company and individual Director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements.
In accordance with the definition of independence above, and the materiality thresholds set, the Board reviewed the positions and associations of each of the 3 Directors in office at the date of this statement and considers that 3 of the Directors are independent as follows:
| Name | Position |
|---|---|
| Steven Pynt | Non-Executive Chairman |
| Wayne Knight | Non-Executive Director |
| Michael Scivolo | Non-Executive Director |
The Board will assess the independence of new Directors upon appointment, and the independence of other Directors, as appropriate. To facilitate independent judgment in decision-making, each Director has the right to seek independent professional advice at the expense of the Company, subject to the prior approval from the Chairman, which may not be unreasonably withheld.
The term in office held by each Director in office at the date of this statement is set out in the Directors’ Report.
Dealing in Securities Policy
The Board has an established Dealing in Securities Policy. The policy sets out the rules and regulations that apply to the Directors, Key Management Personnel, their associates and employees of the Company in regards to trading in the securities of the Company. The policy aims to develop a culture of awareness of individual responsibilities in regards to trading in the Company’s securities and having regard to the insider trading provisions.
Code of Conduct
The Company has established a code of conduct. The Code of Conduct applies to all employees, directors and officers, each of whom must discharge their duties with honesty and integrity, in the best interests of the Company and having regard to the position and the goals and objectives of the Company.
14
South East Asia Resources Limited – Annual Report 2013
Corporate Governance Statement (continued)
Shareholder Communication Policy
The Board aims to ensure that shareholders are informed of all major developments affecting the Company’s state of affairs. In particular, the Board believes that communicating with shareholders by electronic means, particularly through its website and ASX platform, is an efficient way of distributing information in a timely and convenient manner.
The Company’s website includes a reports section containing copies of annual, half yearly and quarterly reports and reports from stockbroking firms, a news section, containing copies of ASX announcements made by the Company, and details of the Company's projects and activities including presentation material provided to investors or stockbroking analysts, briefing material from any Company site visits and the Company profile and contact details. Copies of the Company’s Corporate Governance Policies are currently not available on the Company’s website. The Company aims to have all its Corporate Governance Policies available on its website shortly.
Diversity
Whilst SXI has not yet formally adopted a Diversity Policy, the Company recognises that a talented and diverse workforce is a key competitive advantage and that success is a reflection of the quality and skills of its people. Diversity assists the business in achieving its objectives and delivering for its stakeholders by enabling it to attract and retain the most qualified and experienced individuals to the workforce.
The Company’s general policy when choosing employees is to recruit and manage on the basis of competence and performance regardless of age, nationality, race, gender, religious beliefs, sexuality, physical ability or cultural background. The Company currently does not have any female board or senior executive members.
Risk Management Policy
The Company is focused on ensuring that there are adequate structures and procedures in place to identify, assess monitor and manage risk and is taking steps to address the practical implementation of risk management policies.
In accordance with the Company's Risk Management Policy, the Board oversees the establishment, implementation and regular review of the Company's risk management policies. To assist the Board to conduct the regular review, management and key executives are required to report to the Board on any material risks identified, how those risks are being managed, the implementation of any risk management or internal control system, and whether any breaches of the risk management policies have occurred during the preceding period.
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation 1.1: Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.
This recommendation is satisfied.
The Company's Board Charter together with updated financial statements will be given to any new Director, all of which will set out details in respect of:
-
The Company's financial, strategic and operational position;
-
Each Director's rights, duties and responsibilities;
-
The role of the Board and Management.
South East Asia Resources Limited – Annual Report 2013
15
Corporate Governance Statement (continued)
Recommendation 1.2: Companies should disclose the process for evaluating the performance of senior executives.
This recommendation is satisfied.
Given the size of the Company, there are no executives employed by the Company at this time. The Chief Executive Officer Elect is contracted by the Company.
The performance target for each executive should be aligned to the business targets of the Company in accordance with the position of the relevant executive.
The Board recognizes the importance of ensuring that the performance of the Board is reviewed regularly against appropriate measures. The Board has previously established an informal procedure for review of the Board and individual directors. A performance evaluation of the Board, individual directors, senior executives did not take place during the year.
The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks.
To ensure that the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of directors and for the operation of the Board. Upon management appointment, the responsibility for the operation and administration of the Company is delegated, by the Board, to the executive management team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place procedures to assess the performance of the executive management team.
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
Recommendation 2.1: A majority of the board should be independent directors.
This recommendation is satisfied.
Recommendation 2.2: The chair should be an independent director.
This recommendation is satisfied.
Recommendation 2.3: The roles of chair and chief executive officer (CEO) should not be exercised by the same individual.
This recommendation is not currently applicable however, is likely to be satisfied should the company appoint the CEO elect.
Recommendation 2.4: The board should establish a nomination committee.
This recommendation is not satisfied.
Given the size of the Company and its Board, the Directors consider that any efficiency achieved by the establishment of a nomination committee would be minimal, thereby not making establishment cost effective. For this reason the Board performs the role of the nomination committee.
Recommendation 2.5: Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.
This recommendation is not satisfied.
The Directors of the Company otherwise consider that due to the size of the Company and its Board a formal review procedure is not appropriate at this point in time and has instead adopted a self-evaluation process to measure its own performance. A system to fairly review and actively encourage enhanced Board and management effectiveness is being considered.
South East Asia Resources Limited – Annual Report 2013
16
Corporate Governance Statement (continued)
The need for access to supporting equity and skills as required, and a flexible cost structure are greater imperatives for the Company as an exploration company, than the largely mutually exclusive concept of independence, which is much more relevant to larger corporations with substantial workforces.
However, as the Company moves to become a resources producer the concept of independence will become more relevant. Whilst the Company will progressively increase the independence of its Directors over time, compliance with the best practice in this area is not considered a current imperative, due to the additional direct cost of employing such Directors, the view that there would not be an increase in Board skills (only independence), and the risk that inefficiency will occur in the Board decision making process whilst the independent Directors become familiar with the Company’s business.
All assessments as to whether a Director is independent are to be made by the Board.
The Chairman of the Board is responsible for the leadership of the Board, ensuring that Board activities are organised and efficiently conducted and for setting the agenda for Board meetings. Under the Company’s constitution, the maximum term for a director before they must be re-elected by the members is three years.
The Board has not established separate committees for Audit and Risk Management, Remuneration and Nomination. The Company is not of a sufficient size, nor is the affairs of a complexity sufficient to warrant the existence of separate committees. All matters which could be delegated to such committees are dealt with by the full Board.
PRINCIPLE 3: PROMOTE ETHICAL AND RESPONSIBLE DECISION-MAKING
Recommendation 3.1: Companies should establish a code of conduct and disclose the code or a summary of the code as to:
-
the practices necessary to maintain confidence in the company’s integrity
-
the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders
-
the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.
This recommendation is satisfied.
Recommendation 3.2: Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them.
This recommendation is not satisfied .
Diversity includes, but is not limited to gender, age, ethnicity and cultural background. The Company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent.
However, given the size of the Company and its Board, the Company’s Corporate Governance Plan does not include a policy specifically addressing diversity. The Board does not consider it necessary to have a diversity policy but will consider implementing one in the future.
Recommendation 3.3: Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.
This recommendation is not satisfied.
Refer to recommendation 3.2.
South East Asia Resources Limited – Annual Report 2013
17
Corporate Governance Statement (continued)
Recommendation 3.4: Companies should disclose in each annual report the proportion of women employees in the whole organization, women in senior executive positions and women on the board.
This recommendation is not satisfied.
At present, given the size of the Company and its operations, it currently does not have any women in senior executive positions or on the board. The Company will continue to monitor this matter as the Company and its operations grow and expand.
Refer to recommendation 3.2.
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
Recommendation 4.1: The board should establish an audit committee.
This recommendation is not satisfied.
Given the size of the Company and its Board, it is not of a size to require an audit committee and the duties normally performed by an audit committee are undertaken by the Board as whole. The Company’s Auditors attend the Annual general Meeting, at which time they are available to answer shareholder questions in relation to their audit.
Recommendation 4.2: The audit committee should be structured so that it:
-
consists only of non-executive directors
-
consists of a majority of independent directors
-
is chaired by an independent chair, who is not chair of the board
-
has at least three members.
This recommendation is not satisfied.
Refer to recommendation 4.1.
Recommendation 4.3: The audit committee should have a formal charter.
This recommendation is not satisfied.
Refer to recommendation 4.1.
The integrity of the Company’s financial reporting is a critical aspect of SXI’s corporate governance and structures have been implemented during the reporting period to verify and safeguard the integrity of the Company’s financial reporting.
It is the policy of the Board that the Company’s financial statements be reviewed or Audited, at a minimum, each half year. The Company does not have a formalised audit committee; instead all Directors are responsible for the financial statements.
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1: Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.
This recommendation is satisfied.
The Company has a comprehensive disclosure policy to comply with the ASX Listing Rules regarding the public disclosure of material information. The aim of this policy is to ensure that the Company release pricesensitive information in a timely manner.
South East Asia Resources Limited – Annual Report 2013
18
Corporate Governance Statement (continued)
The Company will immediately notify the market by announcement to the ASX of any information concerning the business of the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities.
Information about the Company is regarded as material if it would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to buy or sell the Company’s securities.
Officers and employees are encouraged not to rely on their judgment and to consult the Chairman, Board and Company Secretary on whether particular information is considered to be material.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SHAREHOLDERS
Recommendation 6.1: Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.
This recommendation is satisfied.
The Board respects the rights of all shareholders and, to facilitate the effective exercise of those rights, the Company is committed to effective communication with shareholders. This occurs by electronic ASX releases to the market and via a subscription facility on the Company’s website together with the postage of the Company’s Notice of Shareholder Meetings.
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
Recommendation 7.1: Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.
This recommendation is satisfied.
Recommendation 7.2: The board should require management to design and implement the risk management and internal control system to manage the company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.
This recommendation is satisfied.
Recommendation 7.3: The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
This recommendation is satisfied.
In all its activities the Company will adopt a structured and consistent approach to risk management.
Risks will be assessed and managed through an overriding policy of identification, assessment, mitigation, monitoring and communication of risks associated with its activities. The overriding policy will be reviewed regularly against the changing activities of the Company.
The level of risk management will be consistent with the Company’s overall business objectives and risk appetite and tolerance.
Risk management and control will be incorporated into property protection, health, safety and environmental audits using either self assessment or outside auditors as the Company deems appropriate.
South East Asia Resources Limited – Annual Report 2013
19
Corporate Governance Statement (continued)
The Board is responsible for the identification and management of business risks. The Board has obtained a written confirmation that the statement in relation to principle 4 above is founded on a sound system of risk management and internal compliance and control.
The Board has obtained a statement confirming that the systems are operating efficiently and effectively in all material respects.
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 8.1: The board should establish a remuneration committee.
This recommendation is not satisfied.
Given its size and stage in development, the Board has decided not to establish or to delegate specific authority to a remuneration committee. Responsibilities which would normally be delegated to such committees are performed by the Board as a whole. The remuneration report of the SXI which includes all directors is included within the Directors’ Report. All Directors are remunerated by way of fees and the granting of options. However they do not receive bonus payments or retirement benefits. Upon retirement, there is no contractual right to further benefits other than statutory superannuation.
The Board fulfils its responsibilities to shareholders which include:
-
Ensuring that remuneration policies are appropriate;
-
Determining the basis for any incentive schemes for the Company;
-
Reviewing as required, the compensation arrangements for directors.
Recommendation 8.2: The remuneration committee should be structured so that it:
-
consists of a majority of independent directors
-
is chaired by an independent chair
-
has at least three members
This recommendation is not satisfied.
Refer to recommendation 8.1.
Recommendation 8.3: Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives.
This recommendation is satisfied.
The Board, within the pre-approved shareholder limits, determines fees payable to individual non-executive directors.
The remuneration levels of Executive Director’s are determined by the Chairman after taking into consideration those that apply to similar positions in comparable companies in Australia and Directors’ possible participation in any equity based remuneration scheme. The Chairman uses industry-wide data gathered by independent remuneration experts annually as his point of reference.
Options or shares issued to Directors pursuant to any equity-based remuneration scheme require approval by shareholders prior to their issue.
The remuneration levels of senior executives and other employees are determined by the Board of Directors after taking into consideration those levels that apply to similar positions in comparable companies in Australia and employees’ possible participation in any equity based remuneration scheme. If deemed
South East Asia Resources Limited – Annual Report 2013
20
Corporate Governance Statement (continued)
necessary, the Directors will consult recruitment and remuneration experts and will, where such expenditure is not already in an approved Budget seek Board approval prior to finalising the appointment.
Options or shares issued to senior executives and other employees who are not Directors would be proposed by the Chairman and issued only after approval by the Board.
The policy will be implemented by reviewing, not less than annually, all aspects of the remuneration paid to all employees and executives to ensure that it motivates the pursuit of long-term success, a safe working environment and a culture consistent with the Company’s Corporate Governance Policy and is clearly linked to individual and group performance.
South East Asia Resources Limited – Annual Report 2013
21
Directors’ Report
Directors’ Report
The Directors’ present their report together with the financial report of South East Asia Resources Limited and its controlled entities (“the Company” or “consolidated entity”) for the year ended 30 June 2013 and the independent audit report thereon.
The Directors of the Company at any time during or since the end of financial year were:
Mr. Steven Pynt LLB MBA
Chairman and Non-Executive Director
Appointed 2 February 1995
After completing his law degree in 1980, Mr. Pynt worked with a law firm for two and a half years before joining a major accounting firm where he worked as a tax consultant. Subsequently, he established his own legal firm that later merged with a medium size Perth firm. Mr. Pynt is the Managing Director of Muzz Buzz Franchising Pty Ltd.
Currently Mr. Pynt is a Non-executive Chairman of Richfield International Limited for the last 7.5 years, a Non-executive Director of Gondwana Resources Ltd since the year 2000, a Non-executive Director of Global Health Ltd (formerly Working Systems Solutions Ltd) since the year 2000 and Non-executive Chairman for the past 6 years and since the year 2013 a Non-executive Director of WAG Limited. All of these companies are listed on the ASX.
Mr. Michael Scivolo
Non-Executive Director
Appointed 5 February 2007
Mr. Scivolo completed a Bachelor of Commerce degree in 1971 and worked with various accounting firms as a tax consultant gaining CPA status in 1972. He became a partner in a medium size Perth practice in 1977 and has extensive experience in accounting and taxation work with corporate and non-corporate entities.
Mr. Scivolo is also a Director of Sabre Resources Ltd from 3 October 2006, Blaze International Limited from 21 October 2011, Prime Minerals Limited from 21 October 2011, Power Resources Limited from 21 October 2011 and Metals Australia Limited and Golden Deeps Limited from 23 July 2012.
Mr. Wayne Knight
Non-Executive Director
Appointed 3 December 2007
Mr Knight has worked in the financial services industry since 1989 and has a Diploma in Financial Planning 1, 2, 3, 4. He is an Authorised Representative of Tandem Financial Advice Limited and offers services in the areas of personal superannuation planning, managed investments, risk management, rollover and redundancy planning, wealth creation and insurances. He has held no Directorships in other listed companies in the last four years.
South East Asia Resources Limited – Annual Report 2013
22
Directors’ Report (continued)
COMPANY SECRETARY
Mr Luke Martino
Company secretary
Appointed 30 November 2007
Mr Martino is a Fellow of the Institute of Chartered Accountants in Australia and a member of the Institute of Company Directors.
His area of expertise includes corporate finance and business growth consulting advice to the mining and resources sector and a wide range of other industries. Mr Martino is also a Director of Pan Asia Corporation Ltd, as well as Company Secretary of Blackgold International Holdings Ltd. He is also an Alternate Director of Central Asia Resources Limited from 4 March 2013.
PRINCIPAL ACTIVITIES
South East Asia Resources Limited is a diversified resource company seeking to create shareholder value by acquiring and operating highly valuable resource projects in Indonesia. The Company’s current project is its rights to exploration and exploitation of the Malala Molybdenum deposit in Sulawesi, Indonesia. With the acquisition of South East Asia Energy Resources Pte Ltd (SEAE) the Company has also become a coal explorer with short term production opportunities with a senior management team experienced in coal exploration and mining in Indonesia. Please see the Review of Operations for further details of these projects.
OPERATING RESULTS AND FINANCIAL REVIEW
The loss attributable to members of the parent entity after providing for income tax amounted to $11,638,795 (2012: $10,472,456).
REVIEW OF OPERATIONS
Please see “Review of Operations” section of this report.
FUTURE DEVELOPMENTS
The Company aims to commence production at the PT PAR project and will continue to explore and evaluate its Malala Molybdenum project and other projects, with the aim of becoming a resources producer in Indonesia. The Company will also continue to further progress with the evaluation of the Tasmanian Coal projects, and if acquired, explore and evaluate the same.
It is not possible to estimate the future results at this stage.
In addition the group will continue to assess and evaluate further resource opportunities.
DIVIDENDS
No dividends were paid or declared during the financial year ended 30 June 2013.
MATTERS SUBSEQUENT TO REPORTING DATE
On 31 July 2013, the Company, further to its announcement on 30 May 2013, announced that, through its wholly-owned subsidiary, South East Asia Energy Resources (Australia) Pty Ltd (SEA), it has agreed to extend to option period granted to acquire Tiger Coal Pty Ltd and Energy Investments Pty Ltd (“Target Companies”) until 31 August 2013 whilst technical and legal due diligence is completed and formal legal documentation finalised. On 16 September 2013, the Company announced of another extension until 30 November 2013.
The Material Terms of the agreement are as follows:
- a $100,000 non-refundable option fee, payable by issue 5,000,000 shares of SXI;
South East Asia Resources Limited – Annual Report 2013
23
Directors’ Report (continued)
-
due diligence and an exploration program to be carried out by during the option period;
-
4 month option period, which may be extended, if required to finalise resource estimation, upon a further payment of $25,000.
-
Additional 3 month option period, upon a further payment of $50,000.
-
rebating of the option fee against the acquisition price if the option is exercised
-
an acquisition payment of up to $15 million if a JORC measured resource of at least 30 million tonnes is established
-
royalty payments linked to coal sales
-
negotiation of formal agreements
The Company is in discussions with Potential Asian Thermal coal consumers to finalise firm off take and project financing.
On 3 September 2013, the Company announced that it has completed an offtake coal agreement through its wholly owned subsidiary Singapore based South East Asia Energy Resources Pte Ltd (SEAER PTE), from PT PAR semi soft coking coal mine in East Kalimantan, Indonesia. The Sale Purchase Agreement for the coal is with Vietnam Coke producer CoalMiDanka Limited which is part of the energy group Ancom. The coal is to be supplied under a long term agreement to the newly commissioned Viet Trung Coke Plant on North Vietnam.
SEAER PTE have secured a letter of credit facility for US$2.4m for the first shipment of 20,000 tonnes of the initial 120,000 tonnes which has been facilitated through the Commonwealth Bank of Australia with total initial contract revenue of US$14.4m.
PT PAR coking coal mine is located near Balikpapan in East Kalimantan and has been under development to production by SEAER. The coal is provided from a multi seam truck and excavator operations providing both semi soft coking coal and additional high-grade thermal coal. The coal is trucked by internal haul road some 36kms to the barge loading port of Telen where it is processed and loaded onto barges for 30 km transshipment to anchorage of Adang Bay. The coal will then be loaded onto the Vietnamese chartered ships using gear and grab for direct shipment via South China Sea to the Port of CaiLan, QuangNinh Province North Vietnam. The supply contract is on an FOB ship basis only.
The production is being undertaken by mining contractor Debbia Mining under the mine and project management of United Mining with Indonesian and Australian site management. The first shipment of coal is scheduled to occur in the first weeks of November 2013, with proposed monthly shipments thereafter.
On 18 September 2013, the Company announced that it has executed a Bond Subscription Agreement with PA Broad Opportunity IV Limited (Subscriber) for the provision of up to A$10 million by way of unsecured bonds, convertible into shares.
The key terms of the bonds are set our below:
The conversion price for the bonds is the lower of:
-
(a) 125%of the average of the closing price per share for the 25 trading days immediately prior to the date on which the bond is issued; or
-
(b) 90% of the average of the closing price per share in any 5 consecutive trading days during the 25 trading days immediately preceding the relevant conversion date of the bonds.
The conversion price, at all times, cannot be lower than A$0.015 and if the conversion price determined from either (a) or (b) above is below A$0.015, then the conversion price would be equal to A$0.015 for that particular conversion.
24
South East Asia Resources Limited – Annual Report 2013
Directors’ Report (continued)
The Bonds are unsecured and have a maturity date of 5 years. The financing is subject to appropriate shareholder and regulatory approvals.
The Company has issued on 18 September 2013 the Initial Tranche Bonds of A$500,000. The net proceeds from the issue of the Initial Tranche of Bonds, after deducting legal fees and the estimated expenses incurred in connection with the issue of the Initial Tranche of Bonds, were used by the Company to retire existing debt/liabilities and working capital requirements for the growth of the business to a mining and resources ownership and trading business, focusing on activities in South East Asia and Australia. The Company has also on 18 September 2013 15 million shares in satisfaction of the A$300,000 fee for agreeing the Bond Subscription Agreement.
With this facility in place and the expected contributions from the first coal shipment expected next month, the Company is in a very strong position to progress towards execution of additional projects and build shareholders' wealth.
DIRECTORS’ INTERESTS
The relevant interest of each director in the shares, interests in registered schemes and rights or options over such instruments issued by the companies within the consolidated entity and other related bodies corporate, as notified by the directors to the Australian Stock Exchange in accordance with S205G (1) of the Corporations Act 2001, at the date of this report is as follows:
| 2013 2012 |
|
|---|---|
| Mr. S Pynt Mr. M Scivolo Mr W Knight |
Ordinary Shares Number of Options over Ordinary Shares1 Ordinary Shares Number of Options over Ordinary Shares 107,150 333,333 107,150 333,333 - 333,333 - 333,333 225,000 333,334 225,000 333,334 |
1These options are convertible on the achievement of milestones. Refer to Note 23 (a) for further details
MEETINGS OF DIRECTORS
The number of directors' meetings and the number of meetings attended by each of the directors of the Company during the financial year are:
| Director | Number of meetings eligible | Number of meetings attended |
|---|---|---|
| to attend | during the year | |
| Mr. S Pynt | 7 | 7 |
| Mr. M Scivolo | 7 | 7 |
| Mr W Knight | 7 | 7 |
In addition there were six (6) Circular Resolutions signed by the directors who were eligible to vote.
SHARE OPTIONS
At the date of this report, there were 35,000,000 unlisted performance options over the unissued ordinary shares of the Company. Refer to Note 23 (a) for further details.
Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company.
INDEMNIFICATION AND INSURANCE OF OFFICERS
During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company (as named above), the company secretary, and all executive officers of the Company and of any
South East Asia Resources Limited – Annual Report 2013
25
Directors’ Report (continued)
related body corporate against a liability incurred as such a Director, secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has not otherwise, during or since the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor. There have also been no legal proceedings during the year and no application for leave has been made in respect of the Company for proceedings on behalf of the Company.
REMUNERATION REPORT (AUDITED)
This remuneration report, which forms part of the directors’ report, sets out information about the remuneration of the Company’s directors and key management personnel for the financial year ended 30 June 2013. The key management personnel of the Company include the Directors and other officers of the Company. For the purposes of this report “key management personnel” are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company.
The Directors’ fees are approved by the Board within the aggregate approved by the shareholders at a general meeting. The fee pool currently stands at $200,000 as approved at the Company’s AGM in November 2000. The Company does not provide retirement benefits, however directors may salary sacrifice an element of their total remuneration to superannuation. In addition, the Board seeks shareholder approval for any options that may be issued to directors.
The amount of aggregate remuneration and the manner in which it is apportioned amongst directors is reviewed annually. Shareholder approval is sought where there is a proposed change in the total remuneration paid to non-executive directors. The Board considers the Company’s particular circumstances as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.
The Company received 99% of yes votes on its remuneration report for the financial year ending 30 June 2012. The Company received no specific feedback to its remuneration report at the AGM. The Company did not use any remuneration consultants during the year.
South East Asia Resources Limited – Annual Report 2013
26
Directors’ Report (continued)
Details of the remuneration of each Director and other Key Management Personnel are set out below.
| Short-term employment benefits Cash salary & fees $ |
Post-employment benefits Share- based Superannuation benefits Other Options Total $ $ $ $ |
||
|---|---|---|---|
| 2013 | Value of options as % remuneration |
||
| Directors’ Fees | |||
| Steven Pynt (Chairman) Michael Scivolo Wayne Knight Company Secretary Fees Luke Martino Chief Executive Officer Elect Gary Williams |
36,000 - - |
- - - 36,000 24,000 - - 24,000 24,000 - - 24,000 |
0% 0% 0% |
| 85,8001 198,0002 |
- - - 85,800 - - - 198,000 |
0% 0% |
|
| Total | 319,800 | 48,000 - - 367,800 |
1These fees were billed by a related entity of Mr L Martino for Company Secretary services and are outstanding at the day of this report.
2These fees were billed by related entities of Mr G Williams for management services and are outstanding at the day of this report.
There were no service agreements in place for the year ended 30 June 2013.
| Short-term employment benefits Post-employment benefits Cash salary & fees Superannuation benefits Other $ $ $ |
Short-term employment benefits Post-employment benefits Cash salary & fees Superannuation benefits Other $ $ $ |
|||
|---|---|---|---|---|
| Share- based Options $ |
||||
| 2012 | Total Value of options as % remuneration $ |
|||
| Directors’ Fees | ||||
| Steven Pynt (Chairman) Michael Scivolo Wayne Knight Company Secretary Fees Luke Martino |
36,000 - - 24,000 - 24,000 |
- - 20,000 |
- - - |
36,000 0% 24,000 0% 44,000 0% |
| 60,0001 - |
- | - | 60,000 0% |
|
| Total | 96,000 48,000 |
20,000 | - | 164,000 |
1 These fees were paid to a related entity of Mr L Martino for Company Secretary services.
END OF REMUNERATION REPORT (AUDITED)
South East Asia Resources Limited – Annual Report 2013
27
Directors’ Report (continued)
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Company’s operations are not regulated by any significant environmental regulation under the Law of the Commonwealth or of a State or Territory of Australia. However, the group’s operations in Indonesia are subject to environmental regulations under Indonesian laws. The group has a policy of complying with its environmental performance obligations and at the date of this report, it is not aware of any breach of such regulations.
NON-AUDIT SERVICES
During the year, Grant Thornton Audit Pty Ltd, the Company’s auditor, has not provided any non-audit services to the Company.
A copy of the lead auditors’ independence declaration for the year ended 30 June 2013 has been received and can be found on page 29 of the Annual Report.
Grant Thornton Audit Pty Ltd continues in office in accordance with Section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of the Board of Directors.
==> picture [190 x 56] intentionally omitted <==
Mr Steven Pynt
Director
2 October 2013
South East Asia Resources Limited – Annual Report 2013
28
==> picture [216 x 41] intentionally omitted <==
Auditor’s Independence Declaration
To the Directors of South East Asia Resources Limited
10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872 T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of South East Asia Resources Limited for the year ended 30 June 2013, I declare that, to the best of my knowledge and belief, there have been:
-
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
b no contraventions of any applicable code of professional conduct in relation to the audit.
==> picture [100 x 41] intentionally omitted <==
GRANT THORNTON AUDIT PTY LTD Chartered Accountants
==> picture [66 x 57] intentionally omitted <==
J W Vibert Partner - Audit & Assurance
Perth, 2 October 2013
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.
29
==> picture [216 x 41] intentionally omitted <==
Independent Auditor’s Report
To the Members of South East Asia Resources Limited
10 Kings Park Road West Perth WA 6005 PO Box 570 West Perth WA 6872 T +61 8 9480 2000 F +61 8 9322 7787 E [email protected] W www.grantthornton.com.au
Report on the financial report
We have audited the accompanying financial report of South East Asia Resources Limited (the “Company”), which comprises the consolidated statement of financial position as at 30 June 2013, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ responsibility for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001. The Directors’ responsibility also includes such internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. The Directors also state, in the notes to the financial report, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, the financial statements comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require us to comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.
30
==> picture [139 x 27] intentionally omitted <==
In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Auditor’s opinion
In our opinion:
-
a the financial report of South East Asia Resources Limited is in accordance with the Corporations Act 2001, including:
-
i giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of its performance for the year ended on that date;
-
ii complying with Australian Accounting Standards and the Corporations Regulations 2001; and
-
b the financial report also complies with International Financial Reporting Standards as disclosed in the notes to the financial statements.
Material uncertainty regarding continuation as a going concern
Without qualifying our opinion, we draw attention to Note 1(r) in the financial report which indicates that the consolidated entity incurred a net loss of $11,969,802 and net cash outflows from operating activities of $1,655,908 during the year ended 30 June 2013 and, as of that date, the consolidated entity’s current liabilities exceeded its current assets by $9,486,002. These conditions, along with other matters as set forth in Note 1(r), 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 normal course of business, and at the amounts stated in the financial report.
31
==> picture [139 x 27] intentionally omitted <==
Report on the remuneration report
We have audited the remuneration report included in pages 26 to 27 of the directors’ report for the year ended 30 June 2013. The Directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s opinion on the remuneration report
In our opinion, the remuneration report of South East Asia Resources Limited for the year ended 30 June 2013, complies with section 300A of the Corporations Act 2001.
==> picture [100 x 41] intentionally omitted <==
GRANT THORNTON AUDIT PTY LTD Chartered Accountants
==> picture [66 x 58] intentionally omitted <==
J W Vibert Partner - Audit & Assurance
Perth, 2 October 2013
32
Directors' Declaration
Directors' Declaration
In accordance with a resolution of the directors of South East Asia Resources Limited, I declare that:
-
In the opinion of the Directors:
-
a. the financial statements and notes set out on pages 34 to 79 and the remuneration disclosures that are contained in pages 26 to 27 in the Remuneration Report contained in the Directors Report are in accordance with the Corporations Act 2001, including:
-
i. giving a true and fair view of the consolidated entity’s financial position as at 30 June 2013 and of their performance for the year ended on that date; and
-
ii. complying with Accounting Standards and Corporation Regulations 2001; and
-
iii. complying with International Financial Reporting Standards as disclosed in Note 1
-
-
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; and
-
c. the remuneration disclosures that are contained in pages 26 to 27 of the Remuneration Report in the Directors Report comply with Accounting Standard AASB 124 Related Party Disclosures
-
This declaration has been made after receiving the declarations required to be made to the Directors in accordance with Section 295A of the Corporations Act 2001 for the financial period ending 30 June 2013.
On behalf of the Board
==> picture [190 x 55] intentionally omitted <==
Mr. Steven Pynt
Director
2 October 2013
South East Asia Resources Limited – Annual Report 2013
33
Statement of Comprehensive Income For the Year Ended 30 June 2013
Statement of Profit or Loss and Other Comprehensive Income – For the Year Ended 30 June 2013
| Note | Consolidated Entity |
| 2013 $ 2012 $ Other Revenue 4 - 249,177 Depreciation and amortisation expense (1,819) (6,033) Project evaluation & exploration costs not capitalised (1,067,197) (495,406) Listing fees (81,240) (49,587) Personnel, suppliers and consulting expenses 5 (668,459) (570,258) Insurance (7,178) (14,476) Legal fees (87,822) (37,921) Professional services fees (208,493) (70,162) Travel costs & accommodation (48,387) (92,771) Finance costs 6 (435,625) (501,877) Net foreign exchange losses (unrealised) (221,763) (844) Impairment of financial assets 12 (400,111) (2,797) Impairment of exploration and evaluation expenditure 14 (7,129,116) (8,803,723) Other expenses (46,673) (75,778) Recycling of foreign currency translation reserve 23 b) (1,565,919) - Loss before income tax expense (11,969,802) (10,472,456) Income tax expense 7 - - Loss for the year (11,969,802) (10,472,456) Loss attributable to: Non-controlling Interest (331,007) (180) Members of the parent entity (11,638,795) (10,472,276) (11,969,802) (10,472,456) Other comprehensive income: Items which may be subsequently be reclassified to profit or loss: Exchange differences on translating controlled entities 23 b) 191,441 350,908 Total other comprehensive income for the year 191,441 350,908 Total Comprehensive loss for the year (11,778,361) (10,121,548) Total Comprehensive loss attributable to: Non-controlling Interest (331,007) (180) Members of the parent entity (11,447,354) (10,121,368) (11,778,361) (10,121,548) Earnings per share for loss attributable to the ordinary equity holders of the Company: Cents Cents Basic earnings per share (loss) 10 (5.88) (6.20) Diluted earnings per share (loss) 10 (5.88) (6.20) |
2013 $ 2012 $ - 249,177 (1,819) (6,033) (1,067,197) (495,406) (81,240) (49,587) (668,459) (570,258) (7,178) (14,476) (87,822) (37,921) (208,493) (70,162) (48,387) (92,771) (435,625) (501,877) (221,763) (844) (400,111) (2,797) (7,129,116) (8,803,723) (46,673) (75,778) (1,565,919) - |
| (11,969,802) (10,472,456) - - |
|
| (11,969,802) (10,472,456) |
|
| (331,007) (180) (11,638,795) (10,472,276) |
|
| (11,969,802) (10,472,456) 191,441 350,908 |
|
| 191,441 350,908 |
|
| (11,778,361) (10,121,548) |
|
| (331,007) (180) (11,447,354) (10,121,368) |
|
| (11,778,361) (10,121,548) |
The accompanying notes form part of these financial statements.
34
South East Asia Resources Limited – Annual Report 2013
Statement of Financial Position As at 30 June 2013
Statement of Financial Position - As at 30 June 2013
| Note | Consolidated entity |
|---|---|
| Current Assets Cash & cash equivalents 11 Trade & other receivables 12 Prepayments Total Current Assets Non Current Assets Receivables 13 Property, plant & equipment 15 Exploration & evaluation expenditure 14 Other financial assets 17 Total Non Current Assets Total Assets Current Liabilities Trade & other payables 19 Borrowings 20 Other current liabilities 21 Total Current Liabilities Non-Current Liabilities Borrowings 20 Total Non-Current Liabilities Total Liabilities Net Assets Equity Issued capital 22 Reserves 23(a)(b)(c)(d) Accumulated losses 24 Parent entity interest Minority equity interest Total Equity |
2013 $ 2012 $ 4,817 481,060 31,412 492,728 11,159 102,791 |
| 47,388 1,076,579 |
|
| 8,247 748,179 2,185 4,272 11,165,299 7,238,387 5,595 5,595 |
|
| 11,181,326 7,996,433 |
|
| 11,228,714 9,073,012 |
|
| 6,237,514 1,584,850 2,941,400 2,769,018 354,476 535,414 |
|
| 9,533,390 4,889,282 |
|
| 1,300,000 - |
|
| 1,300,000 - |
|
| 10,833,390 4,889,282 |
|
| 395,324 4,183,730 |
|
| 27,634,309 21,502,323 (2,681,077) (4,730,487) (24,194,344) (12,555,549) |
|
| 758,888 4,216,287 (363,564) (32,557) |
|
| 395,324 4,183,730 |
The accompanying notes form part of these financial statements.
South East Asia Resources Limited – Annual Report 2013
35
Statement of Changes in Equity For the Year Ended 30 June 2013
Statement of Changes in Equity - For the Year Ended 30 June 2013
| Note | Note | Foreign | Foreign | Foreign | Foreign | Foreign | Foreign | |
|---|---|---|---|---|---|---|---|---|
| Currency | Outside Equity | Acquisition | Accumulated | |||||
| Note | Translation | Option Reserve | Interest | Reserve | Losses | Total | ||
| CONSOLIDATED ENTITY | $ | $ | $ | $ | $ | $ | ||
| Balance at 1 July 2011 Loss attributable to members of parent entity 24 Other comprehensive income Sub-total Options expired during the period Contributions of equity, net of transaction costs Recognition of outside equity interest Balance at 30 June 2012 Balance at 1 July 2012 Loss attributable to members of parent entity 24 Other comprehensive income Sub-total Performance shares and options issued for the acquisition of SEAE 16 Conversion of convertible loans Contributions of equity, net of transaction costs Shares issued for option fee Foreign currency translation reserve recycled through profit or loss 23 b) Recognition of outside equity interest Balance at 30 June 2013 |
||||||||
| 21,191,223 (1,404,337) 5,187,831 (32,320) (3,350,000) (17,719,530) 3,872,867 - - (5,163,981) - - 5,163,981 - 311,100 - - - - - 311,100 - - - (237) - - (237) |
||||||||
| 21,502,323 (1,404,337) 23,850 (32,557) (3,350,000) (12,555,549) 4,183,730 |
||||||||
| 21,502,323 (1,404,337) 23,850 (32,557) (3,350,000) (12,555,549) 4,183,730 - - - - - (11,638,795) (11,638,795) - 191,441 - - - - 191,441 |
||||||||
| 21,502,323 (1,212,896) 23,850 (32,557) (3,350,000) (24,194,344) (7,263,624) 4,950,000 - 292,050 - - - 5,242,050 359,986 - - - - - 359,986 722,000 - - - - - 722,000 100,000 - - - - - 100,000 - 1,565,919 - - - - 1,565,919 - - - (331,007) - - (331,007) |
||||||||
| 27,634,309 353,023 315,900 (363,564) (3,350,000) (24,194,344) 395,324 |
South East Asia Resources Limited – Annual Report 2013
36
Statement of Cash Flows For the Year Ended 30 June 2013
Statement of Cash Flows - For the Year Ended 30 June 2013
| Note | Consolidated entity |
| Cash Flows from Operating Activities Receipts from customers Payments to suppliers and employees Interest received Other Net cash (used in) operating activities 27 Cash Flows from Investing Activities Payments for capitalised exploration and evaluation Loans to other entities Loans from other entities Proceeds from repayment of loans made to other entities Loans repaid to other entities Net cash (used in) investing activities Cash Flows from Financing Activities Proceeds from issue of shares Proceeds from borrowings Interest paid Repayment of borrowings Share issue transaction costs Net cash provided by financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash acquired through business combination 16 Effect of exchange rates on cash holdings in foreign currencies Cash and cash equivalents at the end of the financial year 11 |
2013 $ 2012 $ - 65,000 (1,655,908) (549,070) - 2,012 - 26,306 |
| (1,655,908) (455,752) |
|
| - (437,727) (685,000) (688,544) - 114,017 - 50,000 - (150,975) |
|
| (685,000) (1,113,229) |
|
| 750,000 - 1,846,743 200,000 - (53,217) (705,968) (125,000) (28,000) - |
|
| 1,862,775 21,783 |
|
| (478,133) (1,547,198) 481,060 2,026,863 1,890 - - 1,395 |
|
| 4,817 481,060 |
The accompanying notes form part of these financial statements.
South East Asia Resources Limited – Annual Report 2013
37
Notes to and Forming Part of the Accounts For the Year Ended 30 June 2013
Notes to and Forming Part of the Accounts
For the Year Ended 30 June 2013
1. Statement of Significant Accounting Policies
The financial report covers the consolidated entity of South East Asia Resources Limited (the “Company”) and controlled entities (the “Group”). South East Asia Resources Limited is a listed public company, incorporated and domiciled in Australia. The company is a for-profit entity for the purpose of preparing financial statements. The financial report was authorised for issue by a resolution of the Board of Directors on 2 October 2013.
Basis of Preparation
This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.
Reporting Basis and Conventions
The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The reporting currency is Australian Dollars.
Adoption of New Accounting Standards and Interpretations
During the current year the Group adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory.
The adoption of these standards has impacted the recognition, measurement and disclosure of certain transactions. The following is an explanation of the impact the adoption of these standards and interpretations has had on the financial statements of Gascoyne Resources Limited.
Adoption of AASBs and improvements to AASBs 2011 – AASB 1054 and AASB 2011-1
The AASB has issued AASB 1054 Australian Additional Disclosures and AASB 2011-1 Amendments to Australian Accounting Standards arising from the Trans-Tasman Convergence Project and made several minor amendments to a number of AASBs. These standards eliminate a large portion of the differences between the Australian and New Zealand accounting standards and IFRS and retain only additional disclosures considered necessary. These changes also simplify some current disclosures for Australian entities and removes others.
South East Asia Resources Limited – Annual Report 2013
38
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Company
The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting period, some of which are relevant to the Group. The Group has decided not to early adopt any of the new and amended pronouncements. The Group’s assessment of the new and amended pronouncements that are relevant to the Group but applicable in future reporting periods is set out below:
AASB 9: Financial Instruments (December 2010) and AASB 2010-7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010)
This standard is mandatorily applicable for annual reporting periods commencing on or after 1 January 2013. However, AASB 2012-6 defers the application date of AASB 9 from 1 January 2013 to 1 January 2015. AASB 9 introduces new requirements for the classification and measurement of financial assets and liabilities.
Although the Directors anticipate that the adoption of AASB 9 and AASB 2010-7 may have an impact on the Group’s financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.
AASB 10: Consolidated Financial Statements, AASB 11: Joint Arrangements, AASB 12: Disclosure of Interests in Other Entities, AASB 127: Separate Financial Statements (August 2011) and AASB 128: Investments in Associates and Joint Ventures (August 2011) (as amended by AASB 2012-10: Amendments to Australian Accounting Standards – Transition Guidance and Other Amendments), and AASB 2011-7: Amendments to Australian Accounting Standards
AASB 10 provides a revised definition of “control” and additional application guidance so that a single control model will apply to all investees. When adopted, this Standard is not expected to significantly impact the Company’s / Group’s financial statements.
AASB 11 requires joint arrangements to be classified as either “joint operations” (where the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities) or “joint ventures” (where the parties that have joint control of the arrangement have rights to the net assets of the arrangement). When adopted, this Standard is not expected to significantly impact the Company’s / Group’s financial statements.
AASB 12 contains the disclosure requirements applicable to entities that hold an interest in a subsidiary, joint venture, joint operation or associate. AASB 12 also introduces the concept of a “structured entity”, replacing the “special purpose entity: concept currently used in Interpretation 112, and requires specific disclosures in respect of any investments in unconsolidated structured entities. When adopted, this Standard will affect disclosures only and therefore is not expected to significantly impact the Company’s / Group’s financial statements.
AASB 13: Fair Value Measurement and AASB 2011-8: Amendments to Australian Accounting Standards arising from AASB 2013 (applicable for annual reporting periods commencing on or after 1 January 2013)
AASB 13 establishes a single source of guidance for determining the fair value of assets and liabilities. AASB 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value when fair value is required or permitted by other Standards.
These Standards are expected to result in more detailed fair value disclosures, but are not expected to significant impact the amounts recognised in these financial statements.
South East Asia Resources Limited – Annual Report 2013
39
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
AASB 2011-4: Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements (applicable for annual reporting periods beginning on or after 1 January 2013)
This Standard makes amendments to AASB 124 Related Party Disclosures to remove the individual key management personnel (KMP) disclosure requirements by Australia specific paragraphs.
When adopted, these amendments are unlikely to have any significant impact on the financial statements.
AASB 2012-2: Amendments to Australian Accounting Standards – Disclosures – Offsetting Financial Assets and Financial Liabilities (application for annual reporting periods commencing on or after 1 January 2014)
This Standard amends the required disclosures in AASB 7 to include information that will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off associated with the entity’s recognised financial assets and recognised financial liabilities, on the entity’s statement of financial position.
When adopted, there will be no impact on the entity as the entity does not have any netting arrangements in place.
AASB 2012-5: Amendments to Australian Accounting Standards arising from Annual Improvements 20092011 (applicable for annual reporting periods beginning on or after 1 January 2013)
These amendments are a consequence of the annual improvement process, which provides a vehicle for making non-urgent but necessary amendments to Standards.
When these amendments are first adopted, this Standard is not expected to significantly impact the Company’s / Group’s financial statements.
a. Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all controlled entities of South East Asia Resources Limited (“company” or “parent entity”) as at 30 June 2013 and the results of all controlled entities for the year then ended. South East Asia Resources Limited and its controlled entities together are referred to in this financial report as the “consolidated entity” or “group”.
Subsidiaries are all those entities over which the Company has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred. They are deconsolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries.
Investments in subsidiaries are accounted for at cost in the individual financial statements of the Company.
All inter-Company balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.
Where controlled entities have entered or left the consolidated entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.
40
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
Minority equity interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.
b. Business Combinations
Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition method requires that for each business combination one of the combining entities must be identified as the acquirer (i.e. parent entity). The business combination will be accounted for as at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised where a present obligation has been incurred and its fair value can be reliably measured.
The acquisition may result in the recognition of goodwill or a gain from a bargain purchase. The method adopted for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised in the acquiree where less than 100% ownership interest is held in the acquiree.
The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Consideration may comprise the sum of the assets transferred by the acquirer, liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer.
Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss.
Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a financial liability or equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value through the statement of comprehensive income unless the change in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to the business combination are expensed to the statement of comprehensive income.
c. Income Tax
The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period.
41
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the reporting period. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
d. Property, Plant & Equipment
Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Plant & Equipment
The cost of fixed assets constructed within the consolidated entity includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future consolidated benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.
Depreciation
42
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.
The depreciation rates used for each class of depreciable assets are:
| Class of Fixed Asset | Depreciation Rate |
|---|---|
| Office Furniture | 6% - 40% |
| Office Equipment | 12.5% - 40% |
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.
e. Leases
A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of leased non-current assets, and operating leases under which the lessor effectively retains substantially all such risks and benefits.
Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.
Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.
f. Financial Instruments
Recognition and Initial Measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit and loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.
Derecognition
43
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised as profit or loss.Classification and Subsequent Measurement
i. Financial assets at fair value through profit or loss
Financial assets are classified at fair value through profit and loss when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Realised and unrealised gains and losses arising from changes in fair value are included in the statement of comprehensive income in the period in which they arise.
ii. Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.
iii. Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost using the effective interest rate method.
iv. Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated as such or that are not classified in any of the other categories. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.
v. Impairment
At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the statement of comprehensive income.
vi. Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.
g. Impairment of Non-Financial Assets
At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income.
44
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
h. Intangibles
Goodwill
Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Exploration and evaluation
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:
-
i. the rights to tenure of the area of interest are current; and
-
ii. at least one of the following conditions is also met:
-
a. the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or
-
b. exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.
During the year the Company impaired its exploration and evaluation assets by $7.1 million.
45
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.
i. Foreign Currency Transactions and Balances
Functional and presentation currency
The functional currency of each of the group’s entities is measured using the currency of the primary consolidated environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.
Transaction and balances
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.
Exchange differences arising on the translation of monetary items are recognised in the statement of comprehensive income, except where deferred in equity as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the statement of comprehensive income.
Group companies
The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows:
Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
Income and expenses are translated at average exchange rates for the period;
Retained earnings are translated at the exchange rates prevailing at the date of the transaction.
Exchange differences arising on translation of foreign operations are transferred directly to the group’s foreign currency translation reserve in the statement of financial position. These differences are recognised in the profit or loss in the period in which the operation is disposed.
j. Employee Entitlements
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.
46
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
k. Cash
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of one month or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.
47
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
l. Revenue
Revenue from the sale of goods is recognised upon the delivery of goods to customers.
Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.
Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.
All revenue is stated net of the amount of goods and services tax (GST).
m. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are expensed in the period in which they are incurred.
n. Trade and Other Creditors
These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
o. Contributed Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
p. Earnings Per Share
-
Basic earnings per share: Basic earnings per share is determined by dividing the net loss attributable to equity holders of the Company, by the weighted average number of ordinary shares outstanding during the year.
-
Diluted earnings per share: Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
q. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.
Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
48
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
r. Going Concern
The financial statements for the year have been prepared on the basis of going concern, which contemplates continuity of planned business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. Whilst acknowledging the inherent uncertainties of progressing to profitable mining operations and managing working capital requirements, the Directors consider this to be appropriate for the reasons set out below.
During the year, the consolidated entity incurred a loss after tax of $11,969,802, net cash outflows from operating activities of $1,655,908, total cash outflows of $478,133 and at 30 June 2013 had a net current asset deficiency of $9,486,002. Included in this net current asset deficiency are convertible loans and other borrowings totaling $2.941 million and amounts due to various parties associated with key management personnel of $4,608,978.
Subsequent to balance date, a significant majority of convertible debt holders have agreed to extend the expiry date for these loans to 30 June 2014 (refer note 28). The Directors are confident that the convertible amounts will be repaid at maturity subject to successful capital management initiatives and/or ultimately settled via conversion to equity. In addition, the creditors associated with key management personnel have agreed in writing to defer settlement of their debts until such time as the consolidated entity is in a position to meet these debts and/or ultimately convert the debts to equity.
On 3 September 2013, the Company announced that it has completed an offtake coal agreement through its wholly owned subsidiary Singapore based South East Asia Energy Resources Pte Ltd (SEAER PTE), from PT PAR semi soft coking coal mine in East Kalimantan, Indonesia. The Sale Purchase Agreement for the coal is with Vietnam Coke producer CoalMiDanka Limited which is part of the energy group Ancom. The coal is being supplied under a long term agreement to the newly commissioned Viet Trung Coke Plant on North Vietnam.
SEAER PTE have secured a letter of credit facility for US$2.4m for the first shipment of 20,000 tonnes of the initial 120,000 tonnes which has been facilitated through the Commonwealth Bank of Australia with total initial contract revenue of US$14.4m.
On 18 September 2013, the Company announced that it has executed a Bond Subscription Agreement (BSA) with PA Broad Opportunity IV Limited (Subscriber) for the provision of up to A$10 million by way of unsecured bonds, convertible into shares. The BSA is subject to shareholders approval and other conditions precedent.
The Directors are also developing a capital management program that will provide funding to maximise the potential of its existing asset portfolio and the recently announced coal portfolio (subject to completion) and provide a strong base for increasing shareholder value. Whilst continued growth and profitable operations are dependent on the Company concluding new funding and refinancing existing facilities, in what are challenging capital markets, the Directors are confident that the consolidated entity will be able to continue its planned operations into the foreseeable future and meet its debts as and when they fall due.
Based on the extensions to debt and the forbearance of related party creditors noted above, as well as the expected coal production revenues in PT PAR and the execution of the Bond Subscription Agreement, the directors consider the going concern basis to remain appropriate. In addition, given the Company’s history of successful raising of capital, the Directors are confident of the Company’s ability to raise additional funds as and when they are required.
Should the consolidated entity be unable to obtain shareholders approval to the BSA referred to above and also to raise further funding as and when required, there is a material uncertainty whether the
49
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
consolidated entity will be able to continue as a going concern, and therefore, whether it will be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from these stated in the financial report. The financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary should the consolidated entity be unable to continue as a going concern.
s. Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
t. Critical Accounting Estimates and Judgements
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical knowledge and experience, best available information and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Exploration and Evaluation Expenditure
The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recovered or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. Such capitalised expenditure is carried at reporting date at $11.2m.
Share-based payment transactions:
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black and Scholes model.
The Group measures the cost of cash-settled share-based payments at fair value at the grant date using the Black and Scholes formula taking into account the terms and conditions upon which the instruments were granted.
u. Equity-settled compensation
Share-based payments to employees are measured at the fair value of the instruments issued. Sharebased payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The corresponding amount is recorded to the option reserve. The fair value of options is determined using the Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest.
South East Asia Resources Limited – Annual Report 2013
50
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
2. Financial Risk Management Policies
The group’s principal financial instruments comprise mainly of deposits with banks, receivables, payables and available for sale investments.
The Group manages its exposure to key financial risks, including interest rate and currency risk in accordance with the Group's financial risk management policy. The objective of the policy is to support the delivery of the Group's financial targets whilst protecting future financial security.
Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified below.
a. Treasury Risk Management
Due to the size of the group, responsibility for identification and control of financial risks rests with the Board of Directors. This includes the use of hedging derivative instruments, credit risk policies and future cash flow requirements. The level of activity during the financial year did not warrant using derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures.
b. Financial Risk Exposures and Management
The group’s activities expose it to financial risks, market risk (including currency risk, fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk. The level of activity during the financial year did not warrant using derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures. Where relevant and appropriate, the Company will avail itself of appropriate hedging instruments in future financial years.
c. Foreign Exchange Risk
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity’s functional currency.
As a result of significant operations in Indonesia a large purchase of services in United States Dollars (a number of Indonesian contractors use United States Dollars), the Group’s balance sheet can be affected significantly by movements in the US$/A$ exchange rates. The Group also has transaction currency exposure. Such exposure arises from purchases by an operating entity in currencies other than the functional currency.
At 30 June 2013, the Group had the following exposure to US$ foreign currency:
| Consolidated entity | |
|---|---|
| Financial Assets Cash and cash equivalents Loans and receivables |
2013 $ 2012 $ - 20,083 - - |
| - 20,083 |
South East Asia Resources Limited – Annual Report 2013
51
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
| Financial Liabilities Trade and other payables Net exposure |
(2,198,844) (85,773) |
|---|---|
| (2,198,844) (65,690) |
The Parent has a loan with a controlled entity denominated in US currency. This loan is not expected to be repaid in the foreseeable future and as such effectively forms part of the parent entity investment in that controlled entity.
The following sensitivity is based on the foreign currency risk exposures in existence at the balance sheet date:
At 30 June 2013, had the Australian Dollar moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:
| Post Tax | Profit | Equity | ||
|---|---|---|---|---|
| Judgements of reasonably possible movements: | Higher/(Lower) | Higher/(Lower) | ||
| 2013 | 2012 | 2013 |
2012 | |
| Consolidated | $ | $ | $ |
$ |
| AUD/USD +10% | (219,884) | (6,569) | - |
- |
| AUD/USD - 5% | (109,942) | (3,284) | - |
- |
Management believe the balance date risk exposures are representative of the risk exposure inherent in the financial instruments. The movements are reasonable with reference to the historical exchange rate fluctuations.
d. Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements. The group did not have any material credit risk exposure to any single debtor or group of debtors at balance date.
e. Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash to fund the group’s activities. The directors regularly monitor the Company’s cash position and on an on-going basis consider a number of strategic initiatives to ensure that adequate funding continues to be available.
The table below reflects all contractually fixed pay-offs and receivables for settlement, repayments and interest resulting from recognised financial assets and liabilities. The undiscounted cash flows for the respective upcoming fiscal years are presented. Cash flows for financial assets and liabilities without fixed amount or timing are based on the conditions existing at 30 June 2013.
Maturity analysis of financial assets and liability based on management’s expectation.
The risk implied from the values shown in the table below, reflects a balanced view of cash inflows and outflows. Trade payables and other financial liabilities mainly originate from the financing of the day to day operations of the group. These assets are considered in the group’s overall liquidity risk.
South East Asia Resources Limited – Annual Report 2013
52
For the Year Ended 30 June 2013
Notes to and Forming Part of the Accounts (continued)
e. Liquidity Risk (continued)
| e. Liquidity Risk (continued) | |
|---|---|
| ≤ 6 months $ 6-12 months $ 1-5 years $ > 5 years $ Total $ 4,817 - - - 4,817 31,412 - - - 31,412 - - 5,595 - 5,595 |
|
| Year ended 30 June 2013 | |
| Consolidated financial assets Cash and cash equivalents Loans and receivables Available for sale financial assets Consolidated financial liabilities at amortised cost Trade and other payables Borrowings |
|
| 36,229 - 5,595 - 41,824 |
|
| 6,237,514 - - - 6,237,514 - 2,941,400 1,300,000 - 4,241,400 |
|
| 6,237,514 2,941,400 1,300,000 - 10,478,914 |
|
| 1-5 | |
| Year ended 30 June 2012 | ≤ 6 months $ 6-12 months $ years $ > 5 years $ Total $ 481,060 - - - 481,060 492,728 - 748,179 - 1,240,907 - 5,595 - - 5,595 |
| Consolidated financial assets Cash and cash equivalents Loans and receivables Available for sale financial assets Consolidated financial liabilities at amortised cost Trade and other payables Borrowings |
|
| 973,788 5,595 748,179 - 1,727,562 |
|
| 1,399,546 535,414 185,304 - 2,120,264 2,014,018 755,000 - - 2,769,018 |
|
| 3,413,564 1,290,414 185,304 - 4,889,282 |
f. Cash Flow and Fair Value Interest Rate Risk
Due to the Company’s insignificant holding of cash and cash equivalents, the group’s income and operating cash flows are not materially exposed to changes in market interest rates.
At balance date, the group had the following mix of financial assets and liabilities exposed to Australian variable interest rate risk that are not designated in cash flow hedges:
| Consolidated entity | |
| Financial Assets Cash and cash equivalents Net exposure |
2013 $ 2012 $ 4,817 481,060 |
| 4,817 481,060 |
The following sensitivity analysis is based on the interest rate risk exposures in existence at the balance sheet date.
South East Asia Resources Limited – Annual Report 2013
53
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
f. Cash Flow and Fair Value Interest Rate Risk (continued)
At 30 June 2013, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax profit and equity would have been affected as follows:
| Post Tax | Profit | Equity | ||
|---|---|---|---|---|
| Judgements of reasonably possible movements: | Higher/(Lower) | Higher/(Lower) | ||
| 2013 | 2012 | 2013 |
2012 | |
| $ | $ | $ |
$ | |
| Consolidated | ||||
| AUD/USD + 1% (100 basis points) | 48 | 4,811 | - |
- |
| AUD/USD - .5% (50 basis points) | (24) | (2,405) | - |
- |
The movements in profit are due to higher/lower interest costs from variable rate cash balances. The movements are reasonable with reference to the historical interest rate fluctuations.
g. Price Risk
The Group's exposure to commodity and equity securities price risk is minimal at present.
Equity securities price risk arises from investments in equity securities. The Company has one investment in a listed equity which is publicly traded.
The price risk for both listed and unlisted securities is immaterial in terms of a possible impact on profit and loss or total equity and as such a sensitivity analysis has not been completed.
h. Net Fair Values
The net fair values of:
-
Term receivables, government and fixed interest securities and bonds are determined by discounting the cash flows, at the market interest rates of similar securities, to their present value
-
Listed investments have been valued at the quoted market bid price at balance date, adjusted for transaction costs expected to be incurred. For unlisted investments where there is no organised financial market, the net fair value has been based on a reasonable estimation of the underlying net assets or discounted cash flows of the investment
-
Other loans and amounts due are determined by discounting the cash flows, at market interest rates of similar borrowings, to their present value
-
Other assets and other liabilities approximate their carrying value.
No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments.
Financial assets where the carrying amount exceeds net fair values have not been written down as the consolidated group intends to hold these assets to maturity.
Aggregate net fair values and carrying amounts of financial assets and financial liabilities at balance date.
54
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
Assets and liabilities where the carrying amount is a reasonable approximation of fair value, for example, for financial instruments such as short-term trade receivables and payables, have not been adjusted to fair value.
i. Net Fair Values (continued)
| 2013 2012 |
|
| Financial Assets Cash and cash equivalents Trade and other receivables Available-for-sale financial assets – listed investments Financial Liabilities at Amortised Cost Other payables and amounts due Borrowings |
Carrying amount $ Net fair value $ Carrying amount $ Net fair value $ 4,817 4,817 481,060 481,060 31,412 31,412 1,233,180 1,233,180 5,595 5,595 5,595 5,595 |
| 41,824 41,824 1,719,835 1,719,835 |
|
| 6,516,960 6,516,960 2,120,264 2,120,264 4,241,400 4,241,400 2,769,018 2,769,018 |
|
| 10,758,360 10,758,360 4,889,282 4,889,282 |
|
| Level 1 $ Level 2 $ Level 3 $ Total $ 5,595 - - 5,595 |
|
| 2013 | |
| Financial Assets Available-for-sale financial assets 2012 Available-for-sale financial assets |
|
| 5,595 - - 5,595 |
|
| Level 1 $ Level 2 $ Level 3 $ Total $ 5,595 - - 5,595 |
|
| 5,595 - - 5,595 |
Included within Level 1 of the hierarchy are listed investments. The fair values of these financial assets have been based on the closing quoted bid prices at reporting date, excluding transaction costs.
In valuing unlisted investments, included in Level 2 of the hierarchy, valuation techniques such as those using comparisons to similar investments for which market observable prices are available have been adopted to determine the fair values of these investments.
Derivative instruments are included in Level 2 of the hierarchy with the fair values being determined using valuation techniques incorporating observable market data relevant to the hedged position.
South East Asia Resources Limited – Annual Report 2013
55
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
3. Segment Information
a. Description of segments
The following table presents revenue and profit information and certain asset and liability information regarding the relevant segments for the year ended 30 June 2013for the group.
The chief operating decision-maker has been identified as the Board of South East Asia Resources Limited.
The reportable segments have been identified around geographical areas and regulatory environments. Operating segments have been aggregated where segments are considered to have similar economic characteristics. Specifically PT Sulawesi Molybdenum Management is the Indonesian reporting segment.
The Australian reporting segment derives its revenues from its investments in the entities making up the Indonesian reporting segment and from interest on its cash deposit. It is intended that the Indonesian reporting segment will derive revenue from the commercial exploitation of the exploration assets it currently holds.
The Company included for the first time a new segment, Singapore segment, arising due to the acquisition of South East Asia Energy Resources Pte Limited during the year.
Transactions between reportable segments are accounted for in the same manner as transactions with external parties.
b. Segment performance
| Year ended 30 June 2013 | Australia Indonesia Singapore |
Total |
| Segment result $ $ $ Interest revenue - - - Other revenue - - - Unallocated revenue - - - Total Segment Revenue - - - Reconciliation of segment revenue to group revenue Inter-segment elimination - - - Total group revenue - - - Segment net (loss)/ gain before tax (2,611,172) (8,695,035) (663,595) Reconciliation of segment result to group net loss before tax Unallocated items Net loss before tax from continuing operations |
$ $ $ - - - - - - - - - |
$ - - - |
| - - - - - - |
- - - |
|
| - - - |
- | |
| (11,969,802) - |
||
| (11,969,802) |
South East Asia Resources Limited – Annual Report 2013
56
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
b. Segment Performance (continued)
| Year Ended 30 June 2013 Australia Indonesia Singapore |
Total |
| Segment assets and liabilities $ $ $ Segment assets 48,289 - 11,180,425 Total assets Segment liabilities (7,892,504) - (2,940,886) Total Liabilities Australia Indonesia Singapore Other segment information $ $ $ Depreciation and amortisation expense (1,819) - - Impairment of exploration and evaluation expenditure - (7,129,116) - Impairment of financial assets (400,111) - - |
$ 11,228,714 |
| 11,228,714 | |
| (10,833,390) | |
| (10,833,390) | |
| Total $ (1,819) (7,129,116) (400,111) |
| Year ended 30 June 2012 | Australia Indonesia |
Total |
| Segment result Interest revenue Other revenue Unallocated revenue Total Segment Revenue Reconciliation of segment revenue to group revenue Inter-segment elimination Total group revenue Segment net (loss)/ gain before tax Reconciliation of segment result to group net loss before tax Unallocated items Net loss before tax from continuing operations |
$ $ 79,496 - 146,859 - - - |
$ 79,496 146,859 22,822 |
| 226,355 - - - |
249,177 - - |
|
| 226,355 - |
249,177 | |
| (1,687,967) (8,784,489) |
(10,472,456) - |
|
| (10,472,456) |
South East Asia Resources Limited – Annual Report 2013
57
For the Year Ended 30 June 2013
Notes to and Forming Part of the Accounts (continued)
b. Segment Performance (continued)
| Year Ended 30 June 2012 | Australia Indonesia |
Total |
| Segment assets and liabilities Segment assets Unallocated Assets Total assets Segment liabilities Unallocated Liabilities Total Liabilities Other segment information Depreciation and amortisation expense Impairment of exploration and evaluation expenditure Impairment of financial assets |
$ $ 1,726,273 7,337,239 (4,803,509) (85,773) Australia Indonesia $ $ (6,033) - - (8,803,723) (2,797) - |
$ 9,063,512 9,500 |
| 9,073,012 | ||
| (4,889,282) - |
||
| (4,889,282) | ||
| Total $ (6,033) (8,803,723) (2,797) |
||
| (8,830) (8,803,723) |
(8,812,553) |
4. Other Revenue
| Consolidated entity | |
|---|---|
| Interest received Sundry Income Total other revenue |
2013 $ 2012 $ - 79,496 - 169,681 |
| - 249,177 |
Sundry income in the prior year related to debts forgiven during the year.
5. Personnel, Suppliers and Consulting Expenses
| Consolidated entity | |
|---|---|
| Employee benefits expenses Consultancy fees Directors’ fees Decrease in annual leave provision Total personnel, suppliers and consulting expenses |
2013 $ 2012 $ - 94,231 586,313 405,364 82,146 84,000 - (13,337) |
| 668,459 570,258 |
South East Asia Resources Limited – Annual Report 2013
58
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
6. Finance Costs
| Consolidated entity | |
|---|---|
| Interest expense Finance fee Total finance costs |
2013 $ 2012 $ 435,626 305,609 - 196,268 |
| 435,626 501,877 |
Interest expense includes interest payable on convertible notes.
Finance fee relates to China Guangshou Group Corp (CGGC) commitment fee and interest charge of 10% (see note 21).
7. Income Tax Expense
Reconciliation of income tax expense to prima facie tax payable
| Consolidated entity | |
| 2013 $ 2012 $ Loss from ordinary activities before income tax expense (11,969,802) (10,472,456) Prima facie tax benefit on loss from ordinary activities before income tax at 30% (2012: 30%) (3,590,941) (3,141,737) Tax effect of amounts which are taxable (deductible) in calculating taxable income: - accrued interest receivable 35,276 (23,236) - impairment expenses 2,258,768 839 - transaction costs on equity issue (31,164) (31,164) - capitalised legal fees 26,950 11,377 - movement in accruals 139,057 31,999 - exploration expenses 320,159 - - prior year adjustment 94,159 - (747,736) (3,151,922) Deferred tax assets not recognised 747,736 3,151,922 Income tax expense - - Unused tax losses for which no deferred tax asset has been recognised 12,454,959 9,962,505 Potential Tax Benefit at 30% 3,736,488 2,998,752 |
2013 $ 2012 $ (11,969,802) (10,472,456) |
| (747,736) (3,151,922) 747,736 3,151,922 |
|
| - - |
|
| 12,454,959 9,962,505 |
|
| 3,736,488 2,998,752 |
Income tax benefit due to timing differences not brought to account. Deferred tax liability is reduced to nil by benefits attributable to tax losses not brought to account.
The potential tax benefit will only be obtained if:
- i. The consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
South East Asia Resources Limited – Annual Report 2013
59
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
-
ii. The consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation; and
-
iii. No changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for the losses.
8. Key Management Personnel Disclosures
Names and positions of consolidated and parent entity key management personnel in office at any time during the financial year are:
Key Management Person
Mr Steven Pynt Mr Michael Scivolo Mr Wayne Knight Mr Luke Martino Mr Gary Williams
Chairman, Non-executive Director Non-executive Director Non-executive Director Company Secretary Chief Executive Officer Elect
| Consolidated entity | ||
|---|---|---|
| a) Aggregate Compensation Short term employee benefits Post Employment Benefits* |
2013 $ 2012 $ 319,800 96,000 48,000 68,000 |
|
| 367,800 164,000 |
*The directors have elected to salary sacrifice their fees to superannuation
The Company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has transferred the detailed remuneration disclosures to the Directors’ Report.
Company Secretarial fees are payable to a related party of Mr Luke Martino. Fess for management services by Mr Gary Williams are payable to related entities.
b) Option holdings
Number of options held by Key Management Personnel
| Number of options held by Key Management Personnel | ||
|---|---|---|
| Balance 1 Jul 12 Received as Compensation Net Change Other Mr S Pynt 333,333 - - Mr M Scivolo 333,333 - - Mr W Knight 333,334 - - Mr L Martino1 1,000,000 - - Mr G Williams2 - - 3,000,000 |
Lapsed during the year Balance 30 Jun 13 Vested and Exercisable - 333,333 - - 333,333 - - 333,334 - - 1,000,000 - 3,000,000 |
Vested During the Year - - - |
| Total 2,000,000 - 3,000,000 |
- 5,000,000 - |
- |
South East Asia Resources Limited – Annual Report 2013
60
For the Year Ended 30 June 2013
Notes to and Forming Part of the Accounts (continued)
| Balance 1 Jul 11 Received as Compensation Net Change Other Lapsed during the year Balance 30 Jun 12 Vested and Exercisable Vested During the Year 333,333 - - - 333,333 - - 333,333 - - - 333,333 - - 333,334 - - - 333,334 - - 3,216,667 - - (2,216,667)1 1,000,000 - - |
|
|---|---|
| Mr S Pynt Mr M Scivolo Mr W Knight Mr L Martino1 Total |
|
| 4,216,667 - - (2,216,667) 2,000,000 - - |
-
Of these options, 416,667 were held via LJM Capital Corporation Pty Ltd and whilst these were held directly by a related entity of Mr Luke Martino, he had no beneficial interest in the same.
-
These options are held by companies that Mr G Williams has significant influence over.
c) Ordinary Shareholdings
Number of Shares held by Key Management Personnel
| Balance 1 Jul 12 107,150 - 225,000 1,286,676 - |
Received as Compensation Net Change Other Balance 30 Jun 13 - - 107,150 - - - - - 225,000 - - 1,286,676 - - - |
|
|---|---|---|
| Mr S Pynt Mr M Scivolo Mr W Knight Mr L Martino1 Mr G Williams |
||
| Total | 1,618,926 | - - 1,618,926 |
| Balance 1 Jul 11 107,150 - 175,000 1,234,2761 |
Received as Compensation Net Change Other Balance 30 Jun 12 - - 107,150 - - - - 50,000 225,000 - 52,400 1,286,676 |
|
| Mr S Pynt Mr M Scivolo Mr W Knight Mr L Martino1 Total |
||
| 1,516,426 | - 102,400 1,618,926 |
1.Of these shares, 416,667 are presently held via LJM Capital Corporation Pty Ltd and whilst these are held directly by a related entity of Mr Luke Martino, he has no beneficial interest in the same.
South East Asia Resources Limited – Annual Report 2013
61
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
d) Performance Shareholdings
Number of Performance Shares held by Key Management Personnel
| Balance | Balance | Received as | Net Change | Balance | |
|---|---|---|---|---|---|
| 1 Jul 12 | Compensation | Other | 30 Jun 13 | ||
| Mr S Pynt | - | - | - | - | |
| Mr M Scivolo | - | - | - | - | |
| Mr W Knight | - | - | - | - | |
| Mr L Martino | - | - | - | - | |
| Mr G Williams1 | - | - | 30,000,000 | 30,000,000 | |
| Total | - | - | 30,000,000 | 30,000,000 |
- These performance shares are held by companies that Mr G Williams has significant influence over.
9. Auditor's Remuneration
| Consolidated | entity | |
|---|---|---|
| 2013 | 2012 | |
| Remuneration of Grant Thornton Audit Pty Ltd of the parent entity for: | $ | $ |
| - Auditing or reviewing of financial reports | 69,365 | 42,350 |
10. Earnings per share
| Consolidated entity | |
| Loss attributable to ordinary equity holders Earnings used to calculate basic and diluted EPS Weighted average number of ordinary shares outstanding during the year used in calculating basic EPS Weighted average number of options outstanding Weighted average number of ordinary shares outstanding during the year used in calculating diluted EPS |
2013 $ 2012 $ (11,638,795) (10,472,276) |
| (11,638,795) (10,472,276) |
|
| No. No. 197,927,768 168,985,348 - - |
|
| 197,927,768 168,985,348 |
Anti-dilutive options and performance shares have not been used in the EPS calculation. As at 30 June 2013 there were 35,000,000 options outstanding and 340,000,000 performance shares.
11. Cash and Cash Equivalents
South East Asia Resources Limited – Annual Report 2013
62
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
| Consolidated | entity | |
|---|---|---|
| 2013 | 2012 | |
| $ | $ | |
| Cash at bank and on hand | 4,817 | 481,060 |
Cash at bank is comprised of “at-call” funds attracting a floating rate of interest of between 0.01% and 5.1%.
Reconciliation of Cash
Cash at the end of the financial year as per statements of cash flows is reconciled to items in the balance sheet as follows:
Cash and at bank and in hand 4,817 481,060
12. Current Trade and other Receivables
| Consolidated entity | |
|---|---|
| Other receivables Loan to Alluvia Mining Limited Total |
2013 $ 2012 $ 31,412 16,484 - 476,244 |
| 31,412 492,728 |
The loan to Alluvia Mining limited (formerly XS Platinum Ltd) was made on 24[th] of July 2009 as part of an agreement to merge operations. The agreement was subsequently terminated and repayment of the loan is now due. While the Directors are confident that the amount will be recovered in full within the next twelve months, it was decided to impair the loan value due to the long-outstanding nature.
There are no balances within trade and other receivables that are impaired and are past due. It is expected these balances will be received when due.
The Group has no significant concentration of credit risk with respect to any single counter party or group of counter party. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group.
On a geographical basis, the Group has significant credit risk exposures in Australia, Singapore and Indonesia given the substantial operations in those regions. The Group’s exposure to credit risk for receivables at reporting date in those regions is as follows:
| Consolidated entity | ||
| Australia Singapore |
2013 $ 2012 $ 16,219 492,728 15,193 - |
|
| 31,412 492,728 |
South East Asia Resources Limited – Annual Report 2013
63
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
13. Non-Current Trade and Other Receivables
| Consolidated entity | |
| Other receivables Loan to South East Asia Resources Pte Ltd |
2013 $ 2012 $ 8,247 7,728 - 740,451 |
| 8,247 748,179 |
The South East Asia Energy Resources Pte Ltd (SEAE) loan was classified as intercompany loan after the Company acquired SEAE on 24 December 2012.
Other receivables include a security deposit for Victory West Metals (Singapore) Pte Ltd.
14. Deferred Exploration And Evaluation Expenditure
| Consolidated entity | |
| Opening balance Increase for expenditure incurred Increase through acquisition of South East Asia Energy Resources Pte Ltd (note 16) Impairment of exploration and evaluation expenditure Adjustment for foreign exchange differences on expenditure Balance at end of the year |
2013 $ 2012 $ 7,238,387 15,435,723 1,535,095 280,946 9,868,499 - (7,129,116) (8,803,723) (347,566) 325,441 |
| 11,165,299 7,238,387 |
The Directors’ assessment of the carrying amount for the Group’s exploration and development expenditure was after consideration of prevailing market conditions; previous expenditure for exploration work carried out on the tenements; and the potential for mineralisation based on the Group’s independent geological reports. The recoverability of the carrying amount of the deferred exploration and evaluation expenditure is dependent on successful development and commercial exploitation, or alternatively the sale, of the respective areas of interest.
During the period, the Directors made an assessment of the carrying value of the exploration and evaluation expenditure with respect to the Malala Molybdenum Project in Indonesia and in light of the current commodity market and molybdenum prices and as a matter of prudence, has decided to impair this asset with regards to the expenditure incurred upon acquisition. An amount of $7.1 million was recognised as an impairment expense in profit or loss in the current period. The impairment relates solely to the Indonesian geographic segment.
64
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
15. Property Plant & Equipment
| Consolidated entity | |
| Office Equipment at cost Less accumulated depreciation Computing equipment and software Less accumulated depreciation |
2013 $ 2012 $ 14,237 14,505 (12,853) (12,142) |
| 1,384 2,363 |
|
| 7,971 7,971 (7,170) (6,062) |
|
| 801 1,909 |
|
| 2,185 4,272 |
| Office Computing Equipment Total |
|
|---|---|
| Equipment and Software |
|
| Balance at 1 July 2011 Depreciation expense Adjustment for foreign exchange movements Balance at 30 June 2012 Disposals Depreciation expense Balance at 30 June 2013 |
$ $ $ 6,225 5,424 11,649 (3,026) (3,007) (6,033) (836) (508) (1,344) |
| 2,363 1,909 4,272 |
|
| (268) - (268) (711) (1,108) (1,819) |
|
| 1,384 801 2,185 |
South East Asia Resources Limited – Annual Report 2013
65
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
16. Acquisition of Controlled Entities
On 24 December 2012, the Company acquired 100% of the issued capital of South East Asia Energy Resources Pte Limited (SEAE), as announced by the Company. The acquisition was a result of the Group’s strategy of increasing its presence in the energy resources industry. The acquisition resulted in South East Asia Resources Limited obtaining control of South East Asia Energy Resources Pte Limited.
| Purchase consideration: Cash Performance shares (i) Options (ii) Allocated as follows (iii): Cash and cash equivalents Other assets Exploration and evaluation assets Trade and other payables |
Fair Value $ 750,000 4,950,000 292,050 |
|---|---|
| 5,992,050 1,890 23,159 9,868,499 (3,901,498) |
|
| 5,992,050 |
-
i The consideration paid to acquire SEAE includes 110,000,000 performance shares together with an additional 220,000,000 shares should certain milestones be achieved with 3 years of completion. The fair value of the shares has been determined based on the current market price of the shares at the date of acquisition, taking into consideration certain probability factors.
-
ii. The consideration paid to acquire SEAE includes 33,000,000 performance options issued to the vendors of SEAE. Refer to note 10 for the input used in the valuation of these options.
-
iii. The Company has allocated the purchase consideration to the fair value of the assets and liabilities acquired on a preliminary basis. Any excess in the purchase consideration above the fair value of the net tangible assets has been accounted for as exploration and evaluation expenditure.
In accordance with Australian Accounting Standard AASB3: “Business Combinations”, the final accounting for the business combination will be completed within 12 months from the date of acquisition.
17. Other Financial Assets
- (a) Available-for-sale financial assets comprise
| Consolidated entity | |
| (i) Listed Investments, at fair value - Shares in Australian listed corporations Total available-for-sale financial assets |
2013 $ 2012 $ 5,595 5,595 |
| 5,595 5,595 |
The fair value of listed investments are determined in whole by reference to the quoted market bid price at balance date.
South East Asia Resources Limited – Annual Report 2013
66
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
18. Controlled Entities
The Consolidated Entity incorporates the assets, liabilities and results of the following companies:
| Country of | ||||
|---|---|---|---|---|
| Incorporation | Class of Shares | Percentage | Interest | |
| 2013 | 2012 | |||
| % | % | |||
| Soth East Asia Resources Limited (Parent Entity) | Australia | Ordinary | ||
| South East Asia Energy Resources Pte Limited | Singapore | Ordinary | 100 | - |
| South East Asia Energy Resources (Australia) Pty | ||||
| Ltd | Australia | Ordinary | 100 | - |
| South East Asia Energy Resources (Tasmania) | ||||
| Pty Ltd | Australia | Ordinary | 100 | - |
| Victory West Moly (Singapore) Pte Ltd | Singapore | Ordinary | 100 | 100 |
| Victory West Pty Ltd | Australia | Ordinary | 100 | 100 |
| PT Sulawesi Molybdenum Management# | Indonesian | Ordinary | 95 | 95 |
| PT Inti Cemerlang1# | Indonesian | N/A1 | 95 | 95 |
| PT Era Moreco1# | Indonesian | N/A1 | 95 | 95 |
| PT Indo Surya Moreco1# | Indonesian | N/A1 | 95 | 95 |
| PT Sembilan Sumber Mas1# | Indonesian | N/A1 | 95 | 95 |
| PT Satria Mas1* | Indonesian | N/A1 | 95 | 95 |
| PT Promistis1# | Indonesian | N/A1 | 95 | 95 |
- Through the process of PMA conversions, Victory West Pty Ltd has a 95% interest in the operations and assets of these companies and has the power to govern the financial and operating policies of these companies.
These companies hold mining tenements in Indonesia.
19. Trade and Other Payables
| Note | Consolidated Entity |
| Unsecured liabilities Trade payables Sundry payables and accrued expenses Deferred consideration owing to Victory West Pty Ltd Vendors Deferred consideration owing to SEAER Pte Limited Vendors 16 Other payables |
2013 $ 2012 $ 3,678,977 606,944 1,364,739 542,602 250,000 250,000 750,000 - 193,798 185,304 |
| 6,237,514 1,584,850 |
Payables are unsecured.
All other unsecured liabilities are interest free and for an open period.
South East Asia Resources Limited – Annual Report 2013
67
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
20. Borrowings
| Current borrowings Convertible note – secured (a) Convertible loans – unsecured (b) Short-term borrowings (d) Non-Current borrowing Convertible loans – unsecured (c) |
1,900,000 1,900,000 400,000 755,000 641,400 114,018 |
|---|---|
| 2,941,400 2,769,018 |
|
| 1,300,000 - |
|
| 1,300,000 - |
-
(a) The convertible note bears interest at 12% per annum, and has matured. The note is convertible at the higher of 30 cents or the 5-day average market share price. The Company has the option to repay the note within 90 days upon receipt of a conversion notice. The convertible note is secured by a fixed and floating charge over all the assets of the Company and Victory West Pty Ltd. The Company and Dempsey Resources have extended the repayment date to 30 June 2014.
-
(b) The convertible loans bear interest at 10% per annum. The maturity date of $100,000 of these convertible loans was extended to 30 June 2014. The company is discussion the extension of the maturity date for the remaining convertible loans holders. The loan is convertible at the lower of 5 cents per share or a price equal to 80% of the five (5) day WVAP immediately prior to the Conversion Date. The convertible loans are unsecured.
-
(c) The convertible loans raised during the year bear interest at 13% per annum, and have a maturity date of 30 March 2015. The loans are convertible at 4 cents per share. The convertible loans are unsecured.
-
(d) The Short-term borrowings are unsecured and expected to be settled within 12 months.
21. Other current liabilities
| Consolidated Entity | |
| Commitment fee from CGGC Finance fee and interest charge from CGGC |
2013 $ 2012 $ 136,345 339,146 218,131 196,268 |
| 354,476 535,414 |
The Company in the prior year had entered into a Memorandum of Understanding (“MOU”) with China Guangshou Group Corp (“CGGC”) that, subject to due diligence, CGGC is to acquire a 65% interest in the Malala Molybdenum Project in consideration for committing to sole fund 100% of all funding required to take the Malala Molybdenum Project into large scale commercial production by 2016.
A commitment fee of US$500,000 was received during the year ended 30 June 2011 and is treated as a current liability. The outstanding balance at 30 June 2013 is $US324,000.
South East Asia Resources Limited – Annual Report 2013
68
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
22. Contributed equity
| 22. Contributed equity | |
|---|---|
| 222,202,277 (2012: 173,577,677) fully paid ordinary shares (a) 120,000,000 (2012: 10,000,000) performance shares (b) a) Ordinary Shares At the beginning of the reporting period Issue of shares (i) Issue of shares (iii) Share Placement (iv) Transaction costs Convertible loan conversions (ii) At reporting date |
|
| Consolidated entity | |
| 2013 $ 2012 $ 22,084,309 20,902,323 5,550,000 600,000 |
|
| 27,634,309 21,502,323 |
|
| 20,902,323 20,591,223 - 311,100 100,000 - 750,000 (28,000) - 359,986 - |
|
| 22,084,309 20,902,323 |
| No. Shares No. Shares |
|
| At the beginning of reporting period Share issue (i) Share issue (iii) Share placement (iv) Convertible loan conversions (ii) At reporting date |
173,577,677 167,277,677 - 6,300,000 5,000,000 - 30,000,000 - 13,624,600 - |
| 222,202,277 173,577,677 |
South East Asia Resources Limited – Annual Report 2013
69
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
| b) Performance Shares At the beginning of the reporting period Issue of shares for acquisition of SEAE (v) 16 At reporting date At the beginning of reporting period Issue of shares for acquisition of SEAE (v) 16 At reporting date |
2013 $ 2012 $ 600,000 600,000 4,950,000 - |
|---|---|
| 5,550,000 600,000 |
|
| No. Shares No. Shares 10,000,000 10,000,000 110,000,000 - |
|
| 120,000,000 10,000,000 |
-
i. On 22 December 2011, the Company issued 1,300,000 ordinary shares at a deemed value of $0.047 per share as payment for consultancy services and on 16 April 2012, the Company issued 5,000,000 ordinary shares at a deemed value of $0.05 per share as payment for project evaluation costs.
-
ii. On 17 July 2012 & 25 January 2013, the Company issued 2,999,600 and 10,625,000 ordinary shares at a deemed value of $0.035 and $0.024 per share, respectively, in consideration for the conversion of convertible loans.
-
iii. On 31 May 2013, the Company issued 5,000,000 ordinary shares at a deemed value of $0.02 per share as payment of the $100,000 option fee regarding the option granted to the Company to acquire Tiger Coal Pty Ltd and Energy Investments Pty Ltd
-
iv. On 10 December 2012, the Company completed the placement of 30,000,000 ordinary shares at $0.025 per share to raise $750,000.
-
v. On 24 December 2012, the Company issued 110,000,000 Performance Shares at a deemed value of $0.045 per performance share. The performance shares are convertible to ordinary shares based on milestones listed in note 23.
Ordinary shares have no par value and participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Performance shares do not entitle the holder to any dividends and shall participate in the proceeds of surplus profits or assets on winding up of the parent entity only to the extent of $0.0001 per performance share. Performance shares do not entitle the holder to vote on any resolutions proposed at a general meeting of shareholders.
c) Capital management
Management controls the capital of the group in order to maintain a good debt to equity ratio, provide the shareholders with adequate returns and ensure that the group can fund its operations and continue as a going concern.
The group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.
There are no externally imposed capital requirements.
South East Asia Resources Limited – Annual Report 2013
70
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
Management effectively manages the group’s capital by assessing the group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.
| Consolidated entity | |
| Total borrowings Less cash and cash equivalents Net debt Total equity Total capital |
2013 $ 2012 $ 10,833,390 4,889,282 (4,187) (481,060) |
| 10,829,203 4,408,222 27,634,309 21,502,323 |
|
| 38,463,512 25,910,545 |
The Company’s Management is the process of securing finance and equity for the company’s working capital requirements. For additional information on financing arrangements subsequent to year end refer to note 28.
23. Reserves
Option Reserve
This reserve is used to record the value of options issued over ordinary shares.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange difference arising from the translation of the financial statements of foreign controlled entities.
Acquisition reserve
The acquisition reserve details the difference between the carrying value of the non-controlling interest in Victory West Pty Ltd as at the date of acquisition of $nil and the consideration paid is recognised in equity attributable to the parent. Accordingly, a debit to Acquisition Reserve of $3,350,000 is reflected in the statement of changes in equity.
a) Share Option Reserve
| Consolidated entity | |
| At the beginning of the reporting period Issue of options during the year 16 Expired options during the year (i) Expired options during the year (iii) At reporting date |
2013 $ 2012 $ 23,850 5,187,831 292,050 - - (4,418,385) - (745,596) |
| 315,900 23,850 |
South East Asia Resources Limited – Annual Report 2013
71
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
| At the beginning of reporting period Issued during the year 16 Issued during the year Issued during the year Expired during the year (i) Lapsed during the year (ii) Expired during the year (iii) At reporting date |
No. Options No. Options 2,000,000 111,387,984 33,000,000 - - - - - - (25,000,000) - (250,000) - (84,137,984) |
|---|---|
| 35,000,000 2,000,000 |
-
(i) On 31 December 2011, 25,000,000 Unlisted Options Expired in accordance with their terms and conditions.
-
(ii) During the 2012 financial year 250,000 Milestone A Performance Options lapsed in accordance with their terms and conditions.
-
(iii) On 24 February 2012, 84,137,984 Listed Options (ASX Code “SXIOA”) expired in accordance with their terms and conditions.
-
(iv) On 24 December 2012, the Company issued 33,000,000 unlisted performance options in consideration for the acquisition of SEAE.
At 30 June 2013, the Company had the following options on issue:
-
1,000,000 unlisted milestone A performance options with an exercise price of $0.25 and an expiry date of 31 August 2014.Please see below for a summary of these performance options milestones and terms.
-
1,000,000 unlisted milestone B performance options with an exercise price of $0.25 and an expiry date of 31 August 2014.Please see below for a summary of these performance options milestones and terms.
-
33,000,000 unlisted milestone 1 performance options with an exercise price of $0.30 and an expiry date of 31 August 2014. Please see below for a summary of these performance options milestones and terms.
Performance Options
Performance Options issued during prior years
The performance options will lapse if for any reason the Option holder ends its employment, relationship or engagement with the Company. Also, the conversion of each Performance Option is subject to the completion of the following milestones:
-
(i) the Company announcing to the ASX (or other recognised stock exchange) a JORC compliant resource of at least 120,000 tonnes (265 million pounds) of contained Molybdenum at a minimum grade of at least 600ppm either within one of the permits or total across all of the permits held at that time by the Company (Milestone A).
-
(ii) The company having a market capitalisation of $80,000,000 Australian Dollars for 5 consecutive trading days (Milestone B).
South East Asia Resources Limited – Annual Report 2013
72
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
In order for all Performance Options to be converted both Milestone A and Milestone B must be met by the Company. If only one Milestone is met prior to the expiry date then only those Performance options subject to the milestone which is being met are able to be c.onverted.
The fair value of these performance options have been determined based on binomial and black-scholes valuation models at grant date is set out in the table below:
| Milestone A | Milestone B | |
|---|---|---|
| Performance | Performance | |
| Option | Option | |
| Dividend yield (%) | - | - |
| Expected volatility (%) | 82% | 82% |
| Risk-free interest rate (%) | 4.655% | 4.655% |
| Expected life of option (years) | 4 years | 4 years |
| Option exercise price ($) | $0.25 | $0.25 |
| Share price at grant date ($) | $0.115 | $0.115 |
| Hurdle discount (%) | 75% | 75% |
The fair value of the listed options at grant date issued to employees is based on the last quoted price of these options.
In order for all Performance Options to be converted all Milestone A and Milestone B must be met by the Company. If only one Milestone is met prior to the expiry date then only those Performance options subject to the milestone which is being met are able to be converted.
Performance Options issued during current year
The conversion of each Performance Option is subject to the completion of the following milestones:
-
(iii) 1/3[rd] will vest within 10 business days of the commercial shipment of 100,000 tonnes of coal (in a single or a number of shipments) from any of SEAE current coal projects (Milestone 1) before 24 December 2015.
-
(iv) 1/3[rd] will vest within 10 business days of SEAE having one or more projects with mines that collectively have: i) total annualized production ≥ 1.2 Mt (satisfied by 2 consecutive months of production at an annualized rate of 100,000 tonnes per year); and ii) total aggregate JORC inferred resource ≥ 25 Mt (Milestone 2).
-
(v) 1/3[rd] will vest within 10 business days of SEAE having one or more projects with mines that collectively have: i) total annualized production ≥ 2.4 Mt (satisfied by 2 consecutive months of production at an annualized rate of 200,000 tonnes per year); and ii) total aggregate JORC inferred resource ≥ 50 Mt (Milestone 3).
South East Asia Resources Limited – Annual Report 2013
73
For the Year Ended 30 June 2013
Notes to and Forming Part of the Accounts (continued)
| Milestone 1 | Milestone 2 | Milestone 3 | |
|---|---|---|---|
| Performance | Performance | Performance | |
| Option | Option | Option | |
| Dividend yield (%) | - | - | - |
| Expected volatility (%) | 161% | 161% | 161% |
| Risk-free interest rate (%) | 2.720% | 2.720% | 2.720% |
| Expected life of option (years) | 3 years | 3 years | 3 years |
| Option exercise price ($) | $0.30 | $0.30 | $0.30 |
| Share price at grant date ($) | $0.03 | $0.03 | $0.03 |
| Probability factor (%) | 100% | 35% | 15% |
In order for all Performance Options to be converted, Milestones 1, 2 and 3 must be met by the Company. If only one Milestone is met prior to the expiry date then only those Performance options subject to the milestone which is being met are able to be converted.
A summary of the movement of all company options issues is as follows:
| 2013 2012 |
|
| At the beginning of reporting period Issued Exercised Expired Lapsed At reporting date |
No. Options Weighted Average Exercise Price No. Options Weighted Average Exercise Price 2,000,000 0.25 111,387,984 0.20 33,000,000 0.30 - - - - - - - - (109,137,984) 0.20 - - (250,000) 0.25 |
| 35,000,000 0.30 2,000,000 0.25 |
b) Foreign Currency Translation Reserve
| Consolidated entity | |
| Balance at the beginning of the financial year Adjustment arising from the translation of the financial statements of foreign controlled entities Foreign translation reserve recycled through profit or loss arising from impairment of foreign operation Balance at the end of the financial year |
2013 $ 2012 $ 353,023 (1,404,337) |
| (1,404,337) (1,755,245) 191,441 (1,439,432) 1,565,919 - |
|
| 353,023 (1,404,337) |
74
South East Asia Resources Limited – Annual Report 2013
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
c) Acquisition Reserve
| Consolidated Entity | |
| 2013 $ 2012 $ (3,350,000) (3,350,000) |
|
| Balance at the beginning of the financial year Investment in subsidiary Balance at the end of the financial year |
|
| (3,350,000) (3,350,000) - - |
|
| (3,350,000) (3,350,000) |
24. Accumulated Losses
| Consolidated Entity | |
| Accumulated losses at the beginning of the financial year. Expired options during the year ended 30 June 2012 Loss attributable to members of the parent entity Accumulated losses at the end of the financial year |
2013 $ 2012 $ (12,555,549) (7,247,254) - 5,163,981 (11,638,795) (10,472,276) |
| (24,194,344) (12,555,549) |
25. Related Party Transactions
Directors and key management personnel
Disclosures relating to directors and key management personnel are set out in Directors’ Report and in note 8.
Related Party Transactions
During the year loans of USD$114,501 and AUD$250,505 were provided to the Group by Karen Williams, who is related to Mr Gary Williams. There were USD$119,908 and AUD$250,505 outstanding as at 30 June 2013.
During the year transactions of USD$83,777 and AUD$50,000 were made with United Mining Group Pty Ltd, an entity which Mr Gary Williams is a director of, for provision of professional mining consulting services. There was USD$83,777 outstanding as at 30 June 2013.
During the year transactions of USD$150,000 were made with Coalindo Pte Limited, a entity related to Mr Gary Williams, for provision of professional mining consulting services based on an agreement. There was USD$301,944 outstanding as at 30 June 2013.
During the year transactions of USD$900,000 and AUD$68,358 were made with United Asia Energy Pte Ltd an entity which Mr Gary Williams is a director of, for provision of professional mining consulting services. There was USD$1,100,000 outstanding as at 30 June 2013.
South East Asia Resources Limited – Annual Report 2013
75
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
During the year transactions of USD$198,000 and AUD$204,600 were made with United Pastoral Pty Limited, a related entity which Mr Gary Williams is a director, for provision of professional consulting services. There were USD$463,777 and AUD$204,600 outstanding as at 30 June 2013.
During the year transactions of USD$220,187 were made with United Energy and Resources Australia Pty Ltd, a related entity which Mr Gary Williams is a director, for provision of professional consulting services. There was USD$201,030 outstanding as at 30 June 2013.
During the year payments of USD$1,373,232 were made with PT United Mining Energy Services, a related entity which Mr Gary Williams is a commissioner, for financing development and production costs to PAR project and provision of professional consulting services.
Indian Ocean Advisory Group Pty Ltd, an entity which Mr. Luke Martino is a director of, provided consulting and administrative services, including rent to the group, for $221,240 (2012: $263,181). There was $366,488 outstanding as at 30 June 2013.
Payments of Nil (2012: $9,091) were made to a related party of Mr Wayne Knight for corporate services provided during the period.
All of the above services were provided on normal commercial terms and conditions and at market rates, apart from the due date of payment for the above services which all parties above agreed to extend to no earlier than 30 June 2014 unless the company has funds available prior to then.
26. Contingent Assets & Liabilities
At balance date the Company is not aware of any additional contingent assets or liabilities.
South East Asia Resources Limited – Annual Report 2013
76
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
27. Cash Flow Information
Reconciliation of Loss after Income Tax to Net Cash Outflow from Operating Activities
| Consolidated entity | |
| Loss after income tax Adjustment for non-cash items Interest receivable Sundry income Unrealised foreign exchange gains Depreciation Fixed assets write off Recycled foreign currency translation reserve Share based payments Impairment of financial assets Impairment of exploration and evaluation expenditure Finance fee and interest expense Cashflows excluded from loss attributable to operating activities Interest expense on convertible note Payments for exploration and evaluation Changes in operating assets and liabilities (Increase)/decrease in: Trade and other receivables Increase/(decrease) in: Trade payables and accruals Net cash outflow from operating activities Unsecured convertible notes Balance at the beginning of the financial year Total convertible loans issued during the year Less converted to equity Less repaid Outstanding convertible loans as 30 June |
2013 $ 2012 $ (11,969,802) (10,472,456) - (77,484) - (169,681) - (1,908) 1,819 6,033 268 - 1,565,919 - 100,000 - 400,111 2,797 7,124,116 8,803,723 435,625 196,268 - 53,217 - 437,727 918,597 1,414,529 (232,561) 731,265 |
| (1,655,908) (455,752) |
|
| 755,000 580,000 1,300,000 200,000 (255,000) - - (25,000) |
|
| 1,800,000 755,000 |
South East Asia Resources Limited – Annual Report 2013
77
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
28. Events After the Balance Sheet Date
On 31 July 2013, the Company, further to its announcement on 30 May 2013, announced that, through its wholly-owned subsidiary, South East Asia Energy Resources (Australia) Pty Ltd (SEA), it has agreed to extend to option period granted to acquire Tiger Coal Pty Ltd and Energy Investments Pty Ltd (“Target Companies”) until 31 August 2013 whilst technical and legal due diligence is completed and formal legal documentation finalised. On 16 September 2013, the Company announced of another extension until 30 November 2013.
The Material Terms of the agreement are as follows:
-
a $100,000 non-refundable option fee, payable by issue 5,000,000 shares of SXI;
-
due diligence and an exploration program to be carried out by during the option period;
-
4 month option period, which may be extended, if required to finalise resource estimation, upon a further payment of $25,000.
-
Additional 3 month option period, upon a further payment of $50,000.
-
rebating of the option fee against the acquisition price if the option is exercised
-
an acquisition payment of up to $15 million if a JORC measured resource of at least 30 million tonnes is established
-
royalty payments linked to coal sales
-
negotiation of formal agreements
The Company is in discussions with Potential Asian Thermal coal consumers to finalise firm off take and project financing.
On 3 September 2013, the Company announced that it has completed an offtake coal agreement through its wholly owned subsidiary Singapore based South East Asia Energy Resources Pte Ltd (SEAER PTE), from PT PAR semi soft coking coal mine in East Kalimantan, Indonesia. The Sale Purchase Agreement for the coal is with Vietnam Coke producer CoalMiDanka Limited which is part of the energy group Ancom. The coal is to be supplied under a long term agreement to the newly commissioned Viet Trung Coke Plant on North Vietnam.
SEAER PTE have secured a letter of credit facility for US$2.4m for the first shipment of 20,000 tonnes of the initial 120,000 tonnes which has been facilitated through the Commonwealth Bank of Australia with total initial contract revenue of US$14.4m.
PT PAR coking coal mine is located near Balikpapan in East Kalimantan and has been under development to production by SEAER. The coal is provided from a multi seam truck and excavator operations providing both semi soft coking coal and additional high-grade thermal coal. The coal is trucked by internal haul road some 36kms to the barge loading port of Telen where it is processed and loaded onto barges for 30 km transshipment to anchorage of Adang Bay. The coal will then be loaded onto the Vietnamese chartered ships using gear and grab for direct shipment via South China Sea to the Port of CaiLan, QuangNinh Province North Vietnam. The supply contract is on an FOB ship basis only.
The production is being undertaken by mining contractor Debbia Mining under the mine and project management of United Mining with Indonesian and Australian site management. The first shipment of coal is scheduled to occur in the first weeks of November 2013, with proposed monthly shipments thereafter.
South East Asia Resources Limited – Annual Report 2013
78
Notes to and Forming Part of the Accounts (continued) For the Year Ended 30 June 2013
On 18 September 2013, the Company announced that it has executed a Bond Subscription Agreement with PA Broad Opportunity IV Limited (Subscriber) for the provision of up to A$10 million by way of unsecured bonds, convertible into shares.
The key terms of the bonds are set our below:
The conversion price for the bonds is the lower of:
-
(a) 125%of the average of the closing price per share for the 25 trading days immediately prior to the date on which the bond is issued; or
-
(b) 90% of the average of the closing price per share in any 5 consecutive trading days during the 25 trading days immediately preceding the relevant conversion date of the bonds.
The conversion price, at all times, cannot be lower than A$0.015 and if the conversion price determined from either (a) or (b) above is below A$0.015, then the conversion price would be equal to A$0.015 for that particular conversion.
The Bonds are unsecured and have a maturity date of 5 years. The financing is subject to appropriate shareholder and regulatory approvals.
The Company has issued on 18 September 2013 the Initial Tranche Bonds of A$500,000. The net proceeds from the issue of the Initial Tranche of Bonds, after deducting legal fees and the estimated expenses incurred in connection with the issue of the Initial Tranche of Bonds, were used by the Company to retire existing debt/liabilities and working capital requirements for the growth of the business to a mining and resources ownership and trading business, focusing on activities in South East Asia and Australia. The Company has also on 18 September 2013 15 million shares in satisfaction of the A$300,000 fee for agreeing the Bond Subscription Agreement.
With this facility in place and the expected contributions from the first coal shipment expected next month, the Company is in a very strong position to progress towards execution of additional projects and build shareholders' wealth.
South East Asia Resources Limited – Annual Report 2013
79
Notes to and Forming Part of the Accounts (continued)
For the Year Ended 30 June 2013
29. Parent Entity Disclosures
| 2013 $ 2012 $ - 1,001,189 7,849,093 7,847,865 |
|
| Parent Entity | |
| Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Non-current liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity Financial Performance Loss for the year Other comprehensive income Total comprehensive Loss |
|
| 7,849,093 8,849,054 |
|
| 7,453,769 4,665,324 - - |
|
| 7,453,764 4,665,324 |
|
| 395,324 4,183,730 |
|
| 27,634,309 21,502,323 315,900 23,850 (27,554,885) (17,342,443) |
|
| 395,324 4,183,730 |
|
| (10,212,443) (10,121,604) - - |
|
| (10,212,443) (10,121,604) |
Contingent Liabilities
Refer to Note 26.
Contractual Commitments
As at 30 June 2013 and 30 June 2012 the Parent Company had no contractual commitments.
South East Asia Resources Limited – Annual Report 2013
80
Additional Information for Listed Companies
Additional Information for Listed Companies
Equity Holder Information
a. Distribution of Shareholders (as at 23September 2013)
| No. of | ||||
|---|---|---|---|---|
| Category (size of holding) | shareholders | No. of shares | % | |
| 1 | – 1,000 | 548 | 223,808 | 0.1 |
| 1,001 – 5,000 | 277 | 814,465 | 0.3 | |
| 5,001 – 10,000 | 143 | 1,126,847 | 0.5 | |
| 10,001 – 100,000 | 391 | 15,824,154 | 6.6 | |
| 100,001 – and over | 248 | 220,463,003 | 92.5 | |
| TOTAL | 1,607 | 238,452,277 | 100.0 |
The number of shareholders holding less than a marketable parcel of 22,728 shares ($0.022 on 23 September 2013) is 1,123 and they hold a total of 4,626,867 shares.
b. Twenty Largest Shareholders (as at 23 September 2013)
The names of shareholders that are recorded in the Register of Shareholders (as at 23 September 2013) are as follows:
| Name | No. of shares | % |
|---|---|---|
| PA BROAD OPPORTUNITY IV LIMITED | 15,000,000 | 6.29 |
| JP MORGAN NOMINEES AUSTRALIA LIMITED | 8,453,852 | 3.55 |
| RUBY HALL PTY LTD | 8,342,801 | 3.50 |
| JUNEDAY PTY LTD | 7,850,000 | 3.29 |
| HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED | 7,319,612 | 3.07 |
| MIDLAND ENERGY LIMITED | 6,250,000 | 2.62 |
| CARDY & COMPANY PTY LTD | 5,193,542 | 2.18 |
| ROGUE INVESTMENTS PTY LTD | 5,000,000 | 2.10 |
| SUNSHORE HOLDINGS PTY LTD | 5,000,000 | 2.10 |
| ALLGREEN HOLDINGS PTY LTD | 3,966,127 | 1.66 |
| GLENEAGLE SECURITIES NOMINEES PTY LIMITED | 3,500,000 | 1.47 |
| JOHN WARDMAN & ASSOCIATES PTY LTD | 3,500,000 | 1.47 |
| UMION PACIFIC INVETSMENTS PTY LIMITED | 3,375,000 | 1.42 |
| BOND STREET CUSTODIANS LIMITED | 3,000,000 | 1.26 |
| RUBY HALL PTY LTD | 2,957,688 | 1.24 |
| NUTSVILLE PTY LTD | 2,940,000 | 1.23 |
| MR WILLIAM MIAS | 2,750,000 | 1.15 |
| JAXONBRIDGE PTY LTD | 2,735,816 | 1.15 |
| LEON FINK HOLDINGS PTY LTD | 2,700,000 | 1.13 |
| MR PETER DOUGLAS BAIGENT + MRS KAREN DALE BAIGENT | 2,684,000 | 1.13 |
| TOTAL | 102,518,438 | 42.99 |
South East Asia Resources Limited – Annual Report 2013
81
Additional Information for Listed Companies (continued)
c. Details of Substantial Shareholders (as at 23 September 2013)
The Company has received the following substantial shareholder notices:
| Name | No of Shares | % of Issued Share Capital |
|---|---|---|
| PA Broad Opportunity IV Limited, Pacific Alliance Asia | 15,000,000 |
6.29% |
| Opportunity Fund LP and Pacific Alliance Group Asset | ||
| Management Limited |
d. Distribution of Unlisted Performance Shares (as at 23September 2013)
| No. of | ||||
|---|---|---|---|---|
| No. of option | Performance |
|||
| Category (size of holding) | holders | Shares |
% | |
| 1 | – 1,000 | 0 | 0 |
0.0 |
| 1,001 – 5,000 | 0 | 0 |
0.0 | |
| 5,001 – 10,000 | 0 | 0 |
0.0 | |
| 10,001 – 100,000 | 0 | 0 |
0.0 | |
| 100,001 – and over | 11 | 120,000,000 |
100.0 | |
| TOTAL | 11 | 120,000,000 |
100.0 |
10,000,000 performance shares (Class A) are convertible to ordinary shares upon the completion of a 10,000m drilling program for the Malala Molybdenum Project before 24 February 2015. Each performance share is converted into one ordinary share on achievement of this milestone. If the milestone is not achieved before 24 February 2015, then all of the performance shares will be automatically redeemed for the sum of $0.000001 per performance share.
110,000,000 performance shares (Class B) are convertible to ordinary shares within 10 business days of the commercial shipment of 100,000 tonnes of coal from any of SEAE current coal projects (Milestone 1) before 24 December 2015. Each performance share is converted into one ordinary share on achievement of this milestone. If the milestone is not achieved before 24 December 2015, then all of Class B Performance Shares will be converted to ordinary shares on a basis of 1 ordinary share for every 1 million Class B performance shares.
South East Asia Resources Limited – Annual Report 2013
82
Additional Information for Listed Companies (continued)
e. Distribution of Unlisted Optionholders (as at 23 September 2013)
The distribution schedule of the unlisted performance options (milestone A & B) with an exercise price of $0.25& $0.30 and expire on 31 August 2014 and 24 December 2015, respectively are detailed below (as at 23 September 2013)
| No. of option | ||||
|---|---|---|---|---|
| Category (size of holding) | holders | No. of options |
% | |
| 1 | – 1,000 | 0 | 0 |
0.0 |
| 1,001 – 5,000 | 0 | 0 |
0.0 | |
| 5,001 – 10,000 | 0 | 0 |
0.0 | |
| 10,001 – 100,000 | 0 | 0 |
0.0 | |
| 100,001 – and over | 11 | 35,000,000 |
100.0 | |
| TOTAL | 11 | 35,000,000 |
100.0 |
f. Voting Rights
Ordinary shares
Subject to any rights or restrictions for the time being attached to any class or classes (at present there are none) at general meetings of shareholders or classes of shareholders:
Each shareholder entitled to vote, may vote in person or by proxy, attorney or representative
On a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote
On a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each Fully Paid Share held, or in respect of which he/she has appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid Shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the Share.
Options
Options do not carry a right to vote.
Performance Shares
Performance Shares do not carry a right to vote.
g. Share Buy-Backs
There is no current on-market buy-back scheme.
h. Registered Office
The address of the registered office in Australia is:
311 Hay Street SUBIACO WA 6008 Ph: +61 8 6489 0600
South East Asia Resources Limited – Annual Report 2013
83
Additional Information for Listed Companies (continued)
i. Securities Register
Registers of Securities are held at the following addresses:
Computershare Investor Services Level 2, 45 St George’s Terrace PERTH WA 6000 Ph: 1300 557 010 (within Australia) Ph: +61 8 9323 2033
j. Stock Exchange Listing
The Company’s securities are quoted on the Australian Stock Exchange Limited (SXI) and the Frankfurt Stock Exchange.
k. Interest in Mining Tenements
| Holder | Exploration IUP | Location | % interest |
|---|---|---|---|
| PT INTI CEMERLANG | 188.45/2447/DISPESDAM | Indonesia | 95% |
| PT ERA MORECO | 188.45/2448/DISPESDAM | Indonesia | 95% |
| PT INDO SURYA MORECO | 188.45/2536/Bag. Ekon | Indonesia | 95% |
| PT SEMBILAN SUMBER MAS | 188.45/2446/DISPESDAM | Indonesia | 95% |
| PT PROMISTIS | 188.45/2444/DISPESDAM | Indonesia | 95% |
84
South East Asia Resources Limited – Annual Report 2013