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FENIX RESOURCES LTD — Annual Report 2011
Sep 29, 2011
64910_rns_2011-09-29_a1ba092c-720b-45dd-bd06-251e1e043145.pdf
Annual Report
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Emergent Resources Limited ABN 68 125 32 3 622
Annual Financial Statement For The Year Ended 30 June 2011
Emergent Resources Limited ABN 68 125 323 622
Annual Report - Contents Page
| Page | |
|---|---|
| Corporate Directory | 1 |
| Review of Operations | 2-10 |
| Corporate Governance Statement | 11-18 |
| Directors’ Report | 19-28 |
| Auditor’s Independence Statement | 29 |
| Consolidated Statement of Comprehensive Income | 30 |
| Consolidated Statement of Financial Position | 31 |
| Consolidated Statement of Changes in Equity | 32 |
| Consolidated Statement of Cash Flows | 33 |
| Notes to the Financial Statements | 34-62 |
| Directors’ Declaration | 63 |
| Independent Audit Report | 64-66 |
| Additional ASX Information | 67-68 |
| Tenement Schedule | 69 |
Emergent Resources Limited ABN 68 125 323 622
Corporate Directory
Directors
Wolfgang Fischer Nicholas Martin Stuart Hall Geoff Cowie
Executive Chairman Non-Executive Director Non-Executive Director Non-Executive Director
Executives Nathan Lude
Chief Executive Officer
Company Secretary Kevin R Hart
Principal and Registered Office Suite 1, 43 Oxford Close West Leederville Perth WA 6007 Web www.emergentresources.com.au
Auditor
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
Stock Exchange Listing
The Company’s shares are quoted on the Australian Securities Exchange. The home exchange is Perth, Western Australia.
ASX Code EMG – Ordinary shares
Company Information
The Company was incorporated and registered under the Corporations Act 2001 in Western Australia on 9 May 2007 and became a public company on 4 August 2008.
The Company is domiciled in Australia.
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Emergent Resources Limited ABN 68 125 323 622
Review of Operations
BEYONDIE IRON PROJECT
Emergent Resources’ activities for the year ending 30 June 2011 continued to focus on the exploration and development of its Beyondie Iron project in the mid-west region of Western Australia (see Figure 1: Project Location Map).
The Beyondie project is located adjacent to the Great Northern Highway and Goldfields Gas Pipeline (see Project Location map) in the northern part of WA’s mid-west iron ore precinct. Emergent continues discussions with various infrastructure stakeholders and developers regarding rail access and port allocation. Emergent is focused on entering into a joint venture which will assist the Company in the development and advancement of the iron project.
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Figure 1: Project location and transport in Mid-West
The Beyondie Project comprises (Figure 2):
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Magnetite Inferred JORC Resource of 561 million tonnes grading 27.5% Fe in tenement E52/1806
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Magnetite Exploration Target[1] of 480 to 510 million tonnes grading 27.0 to 28.5% Fe in E52/1806, and
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Magnetite Exploration Target[1] of 3.7 to 4.2 billion tonnes grading 27.0 to 28.5% Fe at outside of E52/1806
The current Mineral Resource and Exploration Targets confirm the large scale potential of the Beyondie Iron Project.
1 The potential quantity and grade of the above Exploration Targets is conceptual in nature. There has been insufficient exploration to define a Mineral Resource, and it is uncertain if further exploration will result in the determination of a Mineral Resource.
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Emergent Resources Limited ABN 68 125 323 622
Review of Operations
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Figure 2: Beyondie Iron Project.
MAGNETITE PROJECT
E52/1806, E52/2215 (80% EMG, 20% DEG), E69/2625, E69/2669 (100% EMG)
The exploration effort at Beyondie focused on developing the requisite metallurgical studies on the magnetite ore in support of advancing to pre-feasibility studies. Work programs completed across the year include:
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Re-sampling all reverse circulation drilling for Davis Tube Recovery test work, with the aim of developing a three dimensional concentrate model.
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Seven purpose drilled diamond holes totalling 883m to provide sample material to support the Company’s metallurgical program.
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Metallurgical testing to establish the optimum processing pathways and iron products available from the weathered transitional materials that overlie the JORC inferred magnetite ore body.
The diamond drill program, completed towards the end of last year, was designed specifically to sample the transitional ore-types that have developed above the company’s JORC Inferred Magnetite Resource of 561 million tonnes. Emergent has sought to evaluate the potential for a viable beneficiated iron mineralisation found in the two zones that develop in response to weathering of the magnetite ore body above the weathering front. The two zones include partly weathered (lower or transition zone) and weathered (upper zone) Banded Iron Formation (BIF), and sit between hematite– enriched ores at surface and magnetite for production of a concentrate at depth. Metallurgical testing of samples recovered from each zone via drill cores was undertaken to ascertain the likely products, their recovery rates, grades and establish methods by which to optimise their potential recovery.
The metallurgical test work was mostly developed on 80% passing at 8, 4 and 2mm, with the shaking table tests performed on +1 mm fraction. The results demonstrate that the potential for simple upgrading to make a product at the chosen size ranges is low, particularly in the upper transition
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Emergent Resources Limited ABN 68 125 323 622
Review of Operations
zone. It did show, however, that improved results could be expected with finer grinds and that magnetic separation of lower transition zone materials will benefit from hematite which is seen to carry-over with magnetite, improving likely weight recovery and grade. Emergent believes that in the lower transitional material the original form of the magnetite is preserved upon replacement by martite, and its subsequent conversion to hematite (i.e. the original form is not altered). Further product testing, using finer grind sizes is necessary and will be progressed as the Company advances towards pre-feasibility.
Additionally, the Davis Tube Recovery and assay results from the seven holes will be compared with sample analyses from twinned counterpart reverse circulation (RC) drill holes previously drilled, and contribute to a progressive upgrade of the resource size and category to Indicated mineral resource.
HEMATITE PROJECT
E52/1806, E52/2215 (80% EMG, 20% DEG), E69/2625, E69/2669 (100% EMG)
Late in the last reporting period Emergent announced the identifiaction of a potential new, large, near-surface zone of hematite enrichment in tenement E52/2215 at the Beyondie project. The Company identified the near surface hematite at Beyondie as a possible source for deriving early income. The Company completed a small reverse circulation (RC) drill program (28 holes for 1,730m) to test the mineralisation. The better intersections include hole WGM0005; 12 metres of hematite mineralisation from 2-14 metres @ 56.59% Fe, hole WGM0006; hematite @ 53.76% Fe over 27 metres from 6-33 metres depth, hole WGM0010; 20 metre zone of hematite @ 50.16% Fe from 5-25 metres depth and hole WGM0013; 7 metres @ 52.20% Fe from 15-22 metres depth.
The Company conducted metallurgical test work on samples from this drill program to establish if a saleable product could be derived from the bedded hematite. The test work results indicate that a +57% Fe product can be produced albeit with low weight recovery. The results confirm that beneficiation is necessary to form a commercial product and the metallurgy supports a high tonnage, low grade beneficiation based operation. However, as a result of this recent test work and due to the large volume and associated beneficiation requirements, it is considered less likely that the hematite project will provide the early revenue generation the Company is seeking.
During the course of the RC drilling program, Emergent identified hematite-enriched gravels in the shoulders of the subdued relief areas that possess outcropping “bedded” hematite mineralisation. Six holes were targeted at assessing the economic potential of this detrital-type hematite. The gravel is mostly derived from erosion of the “bedded” hematite mineralisation upslope.
The program was substantially expanded by the completion of 4,707m of aircore drilling in 453 holes across both E52/2215 and E52/1806, where similar thick gravel sequences had also been recognised. The gravels locally lie over the Beyondie Magnetite resource contained in E52/1806.
The better intercepts from the air-core drilling on E52/1806 include: 26 metres @ 33.5% Fe from surface in BGA0270; 19 metres @ 32.1% Fe from 7 metres in BGA0231; 16 metres @ 35.8% Fe from 7 metres in BGA0230; 13 metres @ 35.5% Fe from 1 metre in BGA0246; 12 metres @ 41.7% Fe from 1 metre in BGA0269, 12 metres @ 39.3% Fe from 5 metres in BGA0229; and, 11 metres @ 41.9% Fe from surface in BGA0139.
The better intercepts in drilling on E52/2215 include: 39 metres @ 33.4% Fe from surface in WGM0076; 37 metres @ 31.4% Fe from 9 metres in WGM0069; 20 metres @ 40.3% Fe from surface in WGM0041; 19 metres @ 37.3% Fe from surface in WGM0092; 17 metres @ 38.5% Fe from surface in WGM0098; 12 metres @ 31.9% Fe from surface in WGM0040; and, 11 metres @ 29.9% Fe from surface.
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Emergent Resources Limited ABN 68 125 323 622
Review of Operations
The average grade for all detrital intersections exceeding 20% Fe is 29.58% Fe. The intersected mineralisation was contained in one or more of the three, magnetic detrital hematite horizons encountered which are of variably thickness. The lowest horizon generally provided the thickest intersections and the most consistent results. The returned grades are generally highest closest to the Beyondie Magnetite Schist (BMS), with the tenor decreasing, and the intersected width thinning quickly with increasing distance from the BMS. Other significant concentrations of near surface detrital hematite occur near or in ancient drainage channels.
Typically most intersections carried some deleterious elements. Simple beneficiation to wash and separate using gravity is often sufficient to “clean” the ore of the deleterious component to produce a saleable product. However, such tests on the thicker, more prospective horizons are yet to be undertaken.
EXTENSION & EXTENSION NORTH GOLD PROJECT: E52/2474 and E52/2559 (100% EMG)
The Company has identified significant gold exploration potential in the extensions of the rich Plutonic Well Greenstone Belt that lies in the eastern parts of the Company’s Beyondie tenure in Western Australia. The Company controls a 21km length, or approximately 25%, of the Plutonic Well Greenstone Belt, which has produced some 5 Moz’s of gold since the 1990’s and hosts Barrick Gold Corporations’ Plutonic deposit, along with Dampier Gold’s Marymia Gold Deposit (Figure 3). Emergent identified the gold potential within its Beyondie leases as part of a detailed geological assessment of its current asset portfolio. This forms part of Emergent’s strategy of unlocking value in the tenements the company currently holds.
The northeast-trending Plutonic Well Greenstone Belt (Plutonic Belt) is the sixth largest gold region in Western Australia. The gold resources identified are at least 7 Moz’s, belonging to the Marymia and Plutonic Gold mines.
The 21 km extension to the Plutonic Belt, northeast of the Marymia gold deposit, is covered by two 100% Emergent exploration licences 52/2474 and 52/2559. Unlike southern parts of the Plutonic Belt, this northern extension has not been subject to any systematic or modern exploration since the early 1990’s.
Emergent has identified several noteworthy, shallow, gold intersections within its tenure during its compilation of historical drilling results.
The intercepts are described as supergene gold enrichment in saprolite. Importantly, primary sources have yet to be identified for these intersected gold occurrences and Emergent is eager to progress these potential opportunities. The drilling, completed by Great Central Mines in 1991 just prior to the company refocusing its efforts on diamond exploration, targeted shallow oxide resources, with very little drilling exceeding a vertical depth of 60 m.
Much of the greenstone belt in the northern extension lies under sand cover or shallow sediments associated with the Earaheedy and Collier Basins. Outcrop of the underlying greenstone is limited. Consequently, historic exploration in the area is largely inadequate and has left gold targets untested with significant scope to explore using modern exploration techniques and an integrated multidisciplinary approach. Emergent is now designing exploration programs.
Emergent has confidence that significant greenfield exploration opportunities exist within the greenstone belt. The Company believes that Extension and Extension North represent a real opportunity for discovery of larger, economic gold deposits, if the primary sources can been located. The Plutonic Mine is located 56km to the south west (with a milling capacity of 1.8 mtpa and currently has 50% capacity available).
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Emergent Resources Limited ABN 68 125 323 622
Review of Operations
The northern extent of the Plutonic haul road that serviced the Bulgera pit is only 7km from Emergent’s tenures southern boundary. A potential mine gate sale of ore or a toll milling arrangement with Barrick the owners of the Plutonic mine could greatly reduce CAPEX and OPEX expenditure and allow for the fast tracking of mining operations to exploit any new discoveries.
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Table 1: Historical drilling results using 1g/t lower cut off – Extension and Extension North
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Figure 3: Project and infrastructure in close proximity to Extension & Extension North gold prospects
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Emergent Resources Limited ABN 68 125 323 622
Review of Operations
Joint Venture with Raven Resources
E69/2685 & E52/2525 (60% EMG, 40% Raven Resources)
Emergent Resources has entered into a Joint Venture arrangement with Raven Resources on tenements E69/2685 & E52/2525 (Figure 4). The Joint Venture gives Emergent the right to earn an 80% interest in the tenements by meeting tenement expenditure commitments of $190,000 and the issue of Emergent ordinary fully paid shares to the value of $40,000. The final 20% interest retained by Raven Resources is free carried through to the decision to commence bankable feasibility.
The Joint Venture with Raven Resources on E69/2685, targets gold zones lying in the interpreted extension of the Plutonic Well Greenstone Belt which has hosted over 7 Moz’s of gold resources. E52/2525 covers a substantial calcrete aquifer carrying plentiful high quality water for servicing the Beyondie Iron Project.
New gold tenements
EA69/2919 & EA52/2680
The two small applications (Figure 4) infill gaps within the otherwise contiguous Beyondie tenure, and lie over the perceived extensions to the Plutonic Well Greenstone Belt.
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Figure 4: Beyondie Project tenure as at the end of the reporting period.
GLENGARRY PROJECT
E52/1191, E52/1204 – 1208, E53/1302, E53/1332, P53/1417 – 1419 (100% EMG), E53/977, E53/1301 (80% EMG)
This large tenement group, located in the southern part of Yerrida Basin in anunder-explored region of Western Australia lying within the Capricorn Orogen (Figure 5). It is considered prospective for base metals, precious metals and uranium. . The importance of this mineralised province, containing strong geological and structural association of lead-zinc and separate copper-gold and/or uranium mineralised bodies, has been recognised through recent discoveries like: Sandfire Resources, DeGruzza Deposit; Sipa Resources, Enigma copper discovery; and Ventnor Mining’s Thaduna Deposit.
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Emergent Resources Limited ABN 68 125 323 622
Review of Operations
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Figure 5: Emergent’s Glengarry Project tenure
Early in the current year, the Company used Mobile Metal Ion (MMI)[2] soil geochemistry to verify priority gold, base metals and uranium exploration targets identified in a collaborative study with the CSIRO’s Minerals and Environmental Sensing Group. The sampling identified or confirmed a number of high priority and priority targets (Figure 6) for follow-up exploration work, most notably an 8km² copper-gold anomaly on the Company’s 100% owned Diamond Well licence (E51/1204). A number of targets were also concentrated in the Mount Bartle area, adjacent to international base metals miner Ivernia’s Magellan Lead Deposit.
The high response to background ratios, support the coincident, substantial enrichment in several target elements in areas outlined in Figure 6:
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Copper ratios peak at over 17 times background[3] (434 ppb), averaging around 7 times background.
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Gold ratios peak at 113 times background (0.14 ppb), averaging around 15 times background.
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Silver ratios peak at over 78 times background (at 0.73 ppb), averaging around 10 times background.
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Lead ratios peak at over 303 times the geochemical background (9.39 ppb), and average around 80 times background.
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Uranium ratios peak at over 11 times background (0.04 ppb), and average around 8 times background.
The numerous, high priority anomalies, occurring in a range of key elements, generated by MMI geochemistry, validates the disciplined approach Emergent has taken in exploring the complex geological environments at Glengarry. The Company intends to visit each anomaly prior to completing reconnaissance aircore drilling.
Emergent is particularly encouraged by Ventnor Resources and Sipa Resource’s recent copper drilling successes near Thaduna.
2 MMI is a proven, highly sensitive geochemical exploration method whereby Mobile Metal Ions, adsorbed onto the surface of screened soil particles, are dissolved using patented chemical leaches and analysed at Parts per Billion (ppb) levels. This method is more sensitive than conventional geochemical methods.
3 Geochemical background is defined as the normal abundance of an element in the explored hinterland. Geochemical anomalies exist when returned results in the target element appreciably exceed the normal reporting or ‘background’ level of the enclosing rocks: the higher the ratio the more significant the degree of enrichment.
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Emergent Resources Limited ABN 68 125 323 622
Review of Operations
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Figure 6: Cu-Au-Ag-Co-(Ba) multi-element anomalies in Glengarry MMI dataset.
ADDITIONAL PROJECTS
All tenements are awaiting grant, no work is permitted until then.
Marble Bar Gold Copper Project
ELA45/2684 & 2223, PLA45/2575-2577 (100% EMG)
The area contains a significant number of high grade gold producers and warrants a modern exploration approach to determine the prospectivity. With many old mining centres the abundance of anomalies from many years of exploration clouds the picture and a fresh approach is often beneficial.
Rudall River Uranium Gold Copper Project
ELA 45/3092, 3096 & 3097 (100% EMG)
Three applications (Figure 7) for ground near the Kintyre Uranium Deposit have been acquired covering significant radiometric anomalies which warrant a modern exploration approach to determine if concealed uranium deposits are present. Shifting sand dunes and loess type soil can obscure deposits in these areas.
In Australia there has been very little exploration to locate deeply concealed deposits lying above unconformities. It is possible that high grade deposits occur in the sandstones at significant distances above the unconformity in the Alligator Rivers/Arnhem Land and Rudall River area similar to the very high grade deposits in Canada. Today all of Canada’s uranium production is from unconformityrelated deposits - Key Lake, Cluff Lake, Rabbit Lake (all now depleted), and McClean Lake and McArthur River deposits. Other large, exceptionally high grade unconformity-related deposits currently being developed in Canada include Cigar Lake (averaging almost 20% U3O8, with some zones over 50% U3O8).
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Emergent Resources Limited ABN 68 125 323 622
Review of Operations
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Figure 7: Emergent tenements in the Paterson Region.
Competent Person Statements
Technical information in this report has been prepared under the supervision of Mr Jonathan King, Chief Geologist for the company and a member of the Australasian Institute on Mining and Metallurgy (AusIMM). Mr King has sufficient experience which is relevant to the style of mineralisation 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 King consents to the inclusion in this report of the Information, in the form and context in which it appears.
The information in this statement that relates to Mineral Resources is based on information compiled by Sharron Sylvester who is a full time employee of AMC Consultants Pty Ltd and a Member of the Australian Institute of Geoscientists and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration to qualify as a Competent Person as defined in the JORC Code (2004). Sharron consents to the inclusion of this information in the form and context in which it appears.
Target Mineralisation
The target mineralisation tonnage and grade is conceptual in nature as there has been insufficient exploration at this stage to define an increased Mineral Resource and it is uncertain if further exploration will result in an increased Mineral Resource.
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Emergent Resources Limited ABN 68 125 323 622
Corporate Governance Statement
Introduction
Since the introduction of the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations ("ASX Guidelines" or “the Recommendations”), Emergent Resources Limited ("Company") has sought to adopt systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised in this report. Commensurate with the spirit of the ASX Guidelines, the Company has followed each Recommendation where the Board has considered the Recommendation to be an appropriate benchmark for corporate governance practices, taking into account factors such as the size of the Company, the Board, resources available and activities of the Company. Where, after due consideration, the Company's corporate governance practices depart from the Recommendations, the Board has offered full disclosure of the nature of, and reason for, the adoption of its own practice.
The Board of the Company is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.
Further information about the Company's corporate governance practices is set out on the Company's website at www.emergentresources.com.au. In accordance with the recommendations of the ASX, information published on the Company's website includes:
Audit Committee Charter Board Charter Code of Conduct for Directors, Senior Executive & Employees Continuous Disclosure Policy Directors Disclosure Obligations Diversity Policy Environmental Policy Ethics and Conduct Policy Remuneration Committee Charter Risk Management Statement Securities Trading Policy Shareholder Communications Policy
Explanation for Departures from Best Practice Recommendations
During the 2011 financial year the Company has complied with the Corporate Governance Principles and the corresponding Best Practice Recommendations as published by the ASX Corporate Governance Council ("Corporate Governance Principles and Recommendations")[i] and has adopted the revised Principles and Recommendations taking effect from reporting periods beginning on or after 1 January 2008. Significant policies and details of any significant deviations from the principles are specified below.
Corporate Governance Council Recommendation 1 Lay Solid Foundations for Management and Oversight
Role of the Board of Directors
The role of the Board is to increase shareholder value within an appropriate framework which safeguards the rights and interests of the Company’s shareholders and to ensure the Company is properly managed.
In order to fulfil this role, the Board is responsible for the overall corporate governance of the Company including formulating its strategic direction, setting remuneration and monitoring the performance of Directors and executives. The Board relies on senior executives to assist it in approving and monitoring expenditure, ensuring the integrity of internal controls and management information systems and monitoring and approving financial and other reporting.
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Emergent Resources Limited ABN 68 125 323 622
Corporate Governance Statement
Corporate Governance Council Recommendation 1 (continued)
Lay Solid Foundations for Management and Oversight
In complying with Recommendation 1.1 of the Corporate Governance Council, the Company has adopted a Board Charter which defines the respective roles of the Board and senior management and assists in decision making processes. A copy of the Board Charter is available on the Company’s website.
Board Processes
An agenda for Board meetings has been determined to ensure certain standing information is addressed and other items which are relevant to reporting deadlines and or regular review are scheduled when appropriate. The agenda is regularly reviewed by the Chairman, the Chief Executive Officer and the Company Secretary.
Evaluation of Senior Executive Performance
The Company has not complied with Recommendation 1.2 of the Corporate Governance Council. The Board qualitatively assesses the performance of the Chief Executive Officer and Executive Director on a regularbasis. Because of the early stage of development of the Company it is difficult for quantitative measures of performance to be established. As the Company progresses its projects, the Board intends to establish appropriate formal, quantitative and qualitative performance evaluation procedures.
Corporate Governance Council Recommendation 2 Structure the Board to Add Value
Board Composition
The Constitution of the Company provides that the number of Directors shall not be less than three. There is no requirement for any shareholding qualification.
The membership of the Board, its activities and composition is subject to periodic review. The criteria for determining the identification and appointment of a suitable candidate for the Board shall include the quality of the individual, background of experience and achievement, compatibility with other Board members, credibility within the scope of activities of the Company, intellectual ability to contribute to Board discussions and physical ability to undertake Board duties and responsibilities.
Directors are initially appointed by the Board and are subject to re-election by shareholders at the next general meeting. In any event a minimum of one third of the Directors are subject to re-election by shareholders at each general meeting.
The Board currently comprises four members, three Non-Executive and one Executive. The Executive Director is Mr Wolfgang Fischer with the Non-Executive Directors comprising Mr Nicholas Martin, Mr Stuart Hall and Mr Geoff Cowie. The skills, experience and expertise of all Directors is set out in the Directors’ Report.
The Board has assessed the independence of its Non-Executive Directors according to the definition contained within the ASX Corporate Governance Guidelines and has concluded that all three of the current Non-Executive Directors being Mr Martin, Mr Hall and Mr Cowie meet the recommended independence criteria, as they are not members of management and are free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement. As a result the Company is in compliance with Recommendation 2.1 of the Corporate Governance Council. The previous Non-Executive Directors Mr Rob Boylan and Mr George McMaster, however did not meet the aforementioned definition of Independence due to their significant shareholdings.
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Emergent Resources Limited ABN 68 125 323 622
Corporate Governance Statement
Corporate Governance Council Recommendation 2 (continued) Structure the Board to Add Value
Independent Chairman
The Chairman is also not considered to be an independent director due to the executive work he has completed for the Company and as such Recommendation 2.2 of the Corporate Governance Council has not been complied with. However, the Board believes that Mr Fischer is the most appropriate person for the position as Chairman due to his 35 years of top level experience in the Australian and international resource industry. The previous Chairman, Mr George McMaster, was also not considered to be independent due to his material shareholding in the company.
Roles of Chairman and Chief Executive Officer
The roles of Chairman, Mr Wolfgang Fischer, and Chief Executive Officer, Mr Nathan Lude, are exercised by different individuals, and as such the Company complies with Recommendation 2.3 of the Corporate Governance Council.
Nomination Committee
The Board does not have a separate Nomination Committee comprising of a majority of independent Directors and as such does not comply with Recommendation 2.4 of the Corporate Governance Council. The selection and appointment process for Directors is carried out by the full Board. The Board considers that given the importance of Board composition it is appropriate that all members of the Board partake in such decision making. The Company does not have a Nomination Committee Charter.
Evaluation of Board Performance
The Company does not have a formal process for the evaluation of the performance of the Board and as such does not comply with Recommendation 2.5 of the Corporate Governance Council. The Chairman regularly assesses the performance of the Board, individual Directors and key executives on qualitative basis.
Education
All Directors are encouraged to attend professional education courses relevant to their roles and to be members of the Australian Institute of Company Directors.
Independent Professional Advice and Access to Information
Each Director has the right to access all relevant information in respect of the Company and to make appropriate enquiries of senior management. Each Director has the right to seek independent professional advice at the Company’s expense, subject to the prior approval of the Chairman, which shall not be unreasonably withheld.
Corporate Governance Council Recommendation 3 Promote Ethical and Responsible Decision Making
The Board actively promotes ethical and responsible decision making.
Code of Conduct
The Board has adopted a Code of Conduct that applies to all employees, executives and Directors of the Company, and as such complies with Recommendation 3.1 of the Corporate Governance Council. This Code addresses expectations for conduct in accordance with legal requirements and agreed ethical standards. A copy of the Code is available on the Company’s website.
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Emergent Resources Limited ABN 68 125 323 622
Corporate Governance Statement
Corporate Governance Council Recommendation 3 (continued)
Promote Ethical and Responsible Decision Making
Guidelines for Trading in Company Securities
The Board has committed to ensuring that the Company, its Directors and executives comply with their legal obligations as well as conducting their business in a transparent and ethical manner. The Board has adopted a procedure on dealing in the Company’s securities by directors, officers and employees which prohibits dealing in the Company’s securities when those persons possess inside information.
The guidelines also provide that the acknowledgement of the Chairman or the Board should be obtained prior to trading. In the case of a Director, acknowledgement from the entire Board must be obtained prior to trading. A summary of the Guidelines are available on the Company’s website.
The Company’s policy restricts, notwithstanding exceptional circumstances, the trading in Company’s securities by those individuals covered by the policy to trading windows that are open for 10 days following the hosting of General Meetings of the Company, the release of annual, half yearly results and quarterly reports and after any other public announcement on ASX.
Diversity
The Board has adopted a Diversity Policy that details the purpose of the policy and the employee selection and appointment guidelines, and as such complies with Recommendation 3.2 of the Corporate Governance Council. The Board believes that the adoption of an efficient Diversity Policy has the effect of broadening the employee recruitment pool, supporting employee retention, including different perspectives and is socially and economically responsible governance practice.
The recommendations of the Corporate Governance Council relating to reporting are effective from 1 July 2011 and require the Board to set ‘measurable objectives’ for achieving gender diversity and to report against them on an annual basis. The Board regularly reviews its practices with a focus on ensuring that the selection process at all levels within the organisation is formal and transparent and that the workplace environment is open, fair and tolerant.
The Company, in keeping with the recommendations of the Corporate Governance Council provides the following information regarding the proportion of females employed in the organisation as at 30 June 2011:
| Proportion of females / total number ofpersons |
Note | |
|---|---|---|
| Females employed in the Companyas a whole | 2/10 | - |
| Females employed in the Companyin Senior Executivepositions | 0/3 | 1 |
| Females appointed as a Director of the Company | 0/4 | - |
Note 1 – Senior executives are considered to comprise the Chief Executive Officer, Company Secretary and Chief Geologist. Directors are not included in the measure of Senior Executives.
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Emergent Resources Limited ABN 68 125 323 622
Corporate Governance Statement
Corporate Governance Council Recommendation 4
Safeguarding Integrity in Financial Reporting
Audit Committee
The Company does not have a separate Audit Committee as suggested by Recommendations 4.1, 4.2 and 4.3 of the Corporate Governance Council. The full Board currently carries out the function of an Audit Committee and believes that the Company is not of a sufficient size to warrant a separate committee and that the full Board is able to meet objectives of the best practice recommendations and discharge its duties in this area. The Board has adopted an Audit Committee Charter that is available on the Company’s website, and functions in accordance with this document.
The relevant experience of all the Board members is detailed in the Directors’ section of the Directors’ Report.
The Board considers the appointment of the external auditor, their independence, the audit fee and any questions of resignation or dismissal. Auditor rotation is as required by the Corporations Act 2001.
Financial reporting
The Board relies on senior executives to monitor the internal controls within the Company. Financial performance is monitored on a regular basis by the Chief Executive Officer, and is reported to the Board at the scheduled Board meetings.
Corporate Governance Council Recommendation 5 Make Timely and Balanced Disclosure
The Board reviews the performance of the external auditors on an annual basis and meets with them during the year to review findings and assist with Board recommendations.
In the absence of a formal Audit Committee the Non-executive Directors of the Company are available for communication with the auditors of the Company.
Continuous Disclosure
The Board is committed to the promotion of investor confidence by providing full and timely information to all security holders and market participants about the Company’s activities and to comply with the continuous disclosure requirements contained in the Corporations Act 2001 and the Australian Securities Exchange’s Listing Rules. The Company has established written policies and procedures, designed to ensure compliance with the ASX Listing Rule Requirements, in accordance with Recommendation 5.1 of the Corporate Governance Council. A copy of the Company’s Disclosure Policy is available on the Company’s website.
Continuous disclosure is discussed at all regular Board meetings and on an ongoing basis the Board ensures that all activities are reviewed with a view to the necessity for disclosure to security holders.
In accordance with ASX Listing Rules the Company Secretary is appointed as the Company’s disclosure officer.
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Emergent Resources Limited ABN 68 125 323 622
Corporate Governance Statement
Corporate Governance Council Recommendation 6 Respect the Rights of Shareholders
Communications
The Board fully supports security holder participation at general meetings as well as ensuring that communications with security holders are effective and clear. This has been incorporated into a formal Shareholder Communication Policy, in accordance with Recommendation 6.1 of the Corporate Governance Council. A copy of the policy is available on the Company’s website.
In addition to electronic communication via the ASX website, the Company publishes all significant announcements together with all quarterly reports. These documents are available in both hardcopy on request and on the Company website at www.emergentresources.com.au
Shareholders are able to pose questions on the audit process and the financial statements directly to the independent auditor who attends the Company Annual General Meeting for that purpose.
Corporate Governance Council Recommendation 7 Recognise and Manage Risk
Risk management policy
The Board has adopted a Risk Management Policy, which is available on the Company’s website that sets out a framework for a system of risk management and internal compliance and control, whereby the Board delegates day-to-day management of risk to the Chief Executive Officer. The Company complies with Recommendation 7.1 of the Corporate Governance Council. The Board is responsible for supervising management’s framework of control and accountability systems to enable risk to be assessed and managed.
Risk management and the internal control system
The Chief Executive Officer, with the assistance of senior management as required, has responsibility for identifying, assessing, treating and monitoring risks and reporting to the Board on risk management.
In order to implement the Company’s Risk Management Policy, it was considered important that the Company establish an internal control regime in order to:
-
Assist the Company to achieve its strategic objectives;
-
Safeguard the assets and interests of the Company and its stakeholders; and
-
Ensure the accuracy and integrity of external reporting.
Key identified risks to the business are monitored on an ongoing basis as follows:
- Business risk management
The Company manages its activities within budgets and operational and strategic plans.
- Internal controls
The Board has implemented internal control processes typical for the Company’s size and stage of development. It requires the senior executives to ensure the proper functioning of internal controls and in addition it obtains advice from the external auditors as considered necessary.
- Financial reporting
Directors approve budgets for the Company and review performance against budgets at each Board Meeting.
16
Emergent Resources Limited ABN 68 125 323 622
Corporate Governance Statement
Corporate Governance Council Recommendation 7 (continued) Recognise and manage risk
• Environment and safety
The Company is committed to ensuring that sound environmental management and safety practices are maintained in its exploration activities. This is achieved by training staff and ensuring that they are aware of and follow all legislative, Company and industry standards in relation to environmental management and safety practices.
The Company’s risk management strategy is evolving and its development is an ongoing process. It is recognised that the level and extent of the strategy will develop with the growth of and changes in the Company’s activities.
A formal risk management and internal control system to identify and manage material business risks is being developed.
Risk Reporting
As the Board has responsibility for the monitoring of risk management it has not required a formal report regarding the material risks that have been identified and whether those risks are managed effectively therefore not complying with Recommendation 7.2 of the Corporate Governance Council. The Board believes that the Company’s management are currently effectively communicating significant and material risks to the Board and the Company’s affairs are not of sufficient complexity to justify the implementation of a more formal system for identifying, assessing, monitoring and managing risk.
The Company does not have an internal audit function.
Chief Executive Officer and Chief Financial Officer Written Statement
The Board requires the Chief Executive Officer and the Chief Financial Controller, or equivalent, to provide a written statement that the financial statements of company present a true and fair view, in all material aspects, of the financial position and operational results and have been prepared in accordance with Australian Accounting Standards and the Corporation Act. The Board also requires that the Chief Executive Officer and the Chief Financial Controller, or equivalent, provide sufficient assurance that the declaration is founded on a sound system of risk management and internal control, and that the system is working effectively.
The declarations have been received by the Board, in accordance with Recommendation 7.3 of the Corporate Governance Council.
Corporate Governance Council Recommendation 8 Remunerate Fairly and Responsibly
Remuneration Committee
The Board does not have a separate Remuneration Committee and as such does not comply with Recommendation 8.1 of the Corporate Governance Council. Remuneration arrangements for Directors and the Chief Executive Officer are determined by the full Board. The Board is also responsible for setting performance criteria, performance monitors, share option schemes, superannuation, termination and retirement entitlements, and professional indemnity and liability insurance cover.
The Board considers that the Company is effectively served by the full Board acting as a whole in remuneration matters. All matters of remuneration continue to be decided upon in accordance with Corporations Act requirements, by ensuring that no Director participates in any deliberations regarding their own remuneration or related issues.
17
Emergent Resources Limited ABN 68 125 323 622
Corporate Governance Statement
Corporate Governance Council Recommendation 8 (continued) Remunerate Fairly and Responsibly
Distinguish Between Executive and Non-Executive Remuneration
The Company does distinguish between the remuneration policies of its Executive and Non-Executive Directors in accordance with Recommendation 8.2 of the Corporate Governance Council.
Executive Directors may receive remuneration which may include performance based components, designed to reward and motivate, which may include the granting of share options, subject to shareholder approval and vesting conditions relating to continuity of engagement.
Non-Executive Directors receive fees agreed on an annual basis by the Board, within total NonExecutive remuneration limits voted upon by shareholders at Annual General Meetings. In the current financial year, no Non-Executive Director received share options as remuneration.
18
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
The Directors present their report on Emergent Resources Limited for the year ended 30 June 2011.
Directors
The names and details of the Directors of Emergent Resources Limited during the financial year and until the date of this report are:
Directors as at the 30 June 2011
Wolfgang Fischer BSc (Hons), FAICD, FausIMM
Executive Chairman effective 1 October 2010
Mr Fischer has more than 35 years of top level experience in the Australian and international natural resources industry. He has held executive management and Board positions in a range of operational and corporate roles with several large and successful international petroleum, and exploration and development companies. Mr Fischer has a strong background on corporate governance standards, and has had considerable mineral and petroleum project management experience from project startup to production and operating joint ventures.
Mr Fischer has had no directorships of other listed companies in the last three years.
Nick Martin BSc (Hons), MBA
Non Executive Director effective 24 February 2011
With a 1st class Honours in geology from Adelaide University, Mr Martin began his career in 1991 working as a geologist undertaking regional exploration and near mine resource development for gold, base metal, mineral sands and gem projects and mines in Australia and Indonesia for a number of leading mining companies. After obtaining an MBA in 1998, Mr Martin spent 10 years in investment banking focused on the resource sector holding senior position with N M Rothschild & Son (Australia), Westpac Banking Corporation, WestLB AG and Natixis Australia Ltd. His roles included the execution of structured project and mezzanine financing on minerals projects in Australia, New Zealand and emerging Asia-Pacific markets. Currently, Mr Martin provides strategic investment advice aimed at linking Chinese metal consumers and investors with mining assets globally.
Mr Martin has had no directorships of other listed companies in the last three years.
Stuart Hall - BSc (Hons), M.A, GAICD
Non Executive Director effective 20 May 2011
Mr Hall has a Masters in Operational Research and a Bachelor of Science with 1st class Honours. He is a senior resources industry professional with experience in Australia, Africa and Europe, across a wide range of commodities. Mr Hall has more than 35 years mining industry experience with proven expertise in major project development, operations management and financing. Mr Hall was previously the Chief Executive Officer for Crosslands Resources where he took the Jack Hills iron ore resource from one hundred million tonnes to three billion tonnes and lead the technical studies that crystallised a world scale beneficiation project at Jack Hills. Before Crosslands Mr Hall was CEO at Marathon Resources and has also held executive roles with WMC Resources and BHP Billiton. Mr Hall's experience in operations management, mergers & acquisitions, project financing and project development will be well utilised as Emergent moves forward to development of its Beyondie Iron Project and other assets.
Mr Hall has had no directorships of other listed companies in the last three years.
Geoff Cowie - B.Eng, GradDip Mun. Eng, GAICD
Non Executive Director effective 16 May 2011
Mr Cowie has a bachelor of Engineering and a Graduate Diploma in Municipal Engineering. He brings more than 35 years’ experience in the fields of resource and infrastructure development, project management and construction contracting, having worked on major resource development projects in Australia, China, Bulgaria, Malawi, India and Africa. Mr Cowie was previously the Project Director of Oakajee Port and Rail (OPR) and possesses wide experience in infrastructure scenarios in both the
19
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
Mid-West and the Pilbara regions of WA. Prior to joining OPR, Mr Cowie worked on a range of resource development projects for Rio Tinto's iron ore division, a New Caledonian nickel development, the preparatory works for a copper/gold mine upgrade in Bulgaria, the China Coil Coating project for BlueScope Steel near Shanghai and also BHP Billiton iron ore developments. Mr Cowie's experience in undertaking a wide range of feasibility studies, port upgrades and major plant developments, combined with his civil project experience in heavy haul railway, access roads design and construction will be invaluable to Emergent as the company moves forward to commercialise the value of its assets.
Mr Cowie has had no directorships of other listed companies in the last three years.
Former Directors
George McMaster – FAIM AAICD, JP
Non-Executive Chairman (resigned effective 28 February 2011)
Mr McMaster is a businessman with over 40 years experience in finance, mining and hospitality related industries. His career experience includes hotels/resorts, brewery construction and management, property development and serving on the Boards of a number of listed public companies involving property, food distribution and mining exploration. Mr McMaster has played an active role in assisting the listing of a number of companies on the ASX in the past and has business and management skills.
Mr McMaster has held no directorships in other listed entities in the last 3 years.
Garry Hemming – BAppSC, MAusIMM
Managing Director (Executive) (resigned 7 October 2010)
Mr Hemming is a consulting geologist with over 30 years experience in all aspects of the mining and exploration industry. His experience includes exploration in gold, platinum, base metals, uranium, mineral sands, diamonds and rare earths and has personally been responsible for a number of new mineral discoveries.
Mr Hemming was a Director of Dynasty Metals Limited from 26 October 2007 to 19 August 2008. Mr Hemming has had no other directorships of other listed companies in the last three years.
Kevin Judge – FCA, FCPA, FCIS
Non-executive director (resigned 7 October 2010)
Mr Judge is a Chartered Accountant by profession with over 35 years experience and is founding partner of the firm Judge Constable Chartered Accountants, which he established over 19 years ago. Prior to this he was a senior partner in the Perth Office of an international accounting firm.
Mr Judge has been a director of a number of listed companies in the mining exploration industry and has skills in capital raising, corporate governance and finance. Mr Judge is a former President of the West Australian division of the CPA Australia.
Mr Judge was a Director of West Australian Metals Limited from 4 August 2008 to 9 April 2009.
Robert Boylan
Non-executive director (appointed 9 September and resigned 30 June 2011)
Mr Boylan is a successful businessman and has over 38 years experience in investing, developing and operating businesses associated with the property sector. He has a Masters of Urban Development and Sustainability from Bond University and is a member of the Australian Institute of Valuers.
Mr Boylan has held no directorships in other listed entities in the last 3 years.
20
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
Company Secretary
Kevin Hart
Mr Hart is a Chartered Accountant and was appointed to the position of Company Secretary on 2 March 2009. He has over 20 years experience in accounting and the management and administration of public listed entities in the mining and exploration industry.
He is currently a partner in an advisory firm which specialises in the provision of company secretarial services to ASX listed entities.
Directors’ Interests
As at the date of this report the Directors’ interests in shares and unlisted options of the Company are as follows:
| Director | Directors’ Interests in Ordinary Shares |
Directors’ Interests in Unlisted Options |
Directors’ Interests in Listed Options |
Directors’ Interests in Options that are Vested and Exercisable |
|---|---|---|---|---|
| W Fischer N Martin S Hall G Cowie |
3,117,000 - - 250,000 |
375,000 - - - |
- - - - |
125,000 - - - |
Directors’ Meetings
The number of meetings of the Company’s Directors held during the year ended 30 June 2011, and the number of meetings attended by each Director are as follows:
| Director | Board ofDirectors’ Meetings | Board ofDirectors’ Meetings |
|---|---|---|
| Held during term of office |
Attended | |
| W Fischer N Martin S Hall G Cowie R Boylan (Resigned 30/06/11) G McMaster (Resigned 28/02/11) G Hemming (Resigned 07/10/10) K Judge(Resigned 07/10/10) |
7 3 1 1 7 15 12 12 |
7 3 1 1 5 14 11 12 |
Principal Activities
The principal activities of the Company during the financial year were exploration for iron, base metals, precious metals and uranium in Western Australia.
There were no significant changes in these activities during the financial year.
21
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
Results of Operations
The net loss after income tax for the financial year was $1,477,264 (2010: $1,829,357).
Dividends
No dividend has been paid since the end of the previous financial year and no dividend is recommended for the current year.
Review of Activities
Exploration
2011 FY represented a year of detailed geological assessment of all exploration acreage the company holds
This included:
-
Seven diamond core holes were drilled to provide sample material to support the company’s metallurgical program.
-
Reconnaissance drilling of bedded hematite mineralisation.
-
Reconnaissance drilling of shallow detrital hematite.
-
Metallurgical studies on the transitional zone mineralisation that lie above the established 561 million tonne, JORC inferred magnetite resources.
-
Metallurgical testing on the beneficiation process and weight recoveries for the bedded hematite mineralisation.
-
Reconnaissance soil sampling was concluded at Glengarry
-
Development and assessment of a new gold project at Extension and Extension North, Marymia.
-
Farm-in Joint Venture on ground in the projected extension to the Plutonic Well Greenstone Belt formed with private company Raven Resources Pty Ltd. Emergent has the ability to earn an interest up to 80%.
-
Two exploration applications, EA52/2680 and EA69/2919, were pegged to support the developing gold project at Marymia.
The exploration activity highlights include:
-
Identification of the gold potential in the projected extensions to the Plutonic Well Greenstone Belt, host to over 7 million ounces of gold, in the southeast of the Beyondie project.
-
Exploration successes at Glengarry utilising Mobile Metal Ion geochemistry to test targets generated through completion of the CSIRO targeting study, identifying a number of high priority targets.
-
Recognition that thick and potentially exploitable bands of detrital hematite, partly lie over the 561 million tonne, JORC-inferred magnetite resource at Beyondie.
Emergent’s aim is to focus on potentially high value, near term projects that the company believes, with exploration successes, that the development of a mining operation is achievable.
A detailed review of activities is available in the section of this Annual Report titled Review of Operations.
22
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
Financial Position
At the end of the financial year the Company had $819,685 (2010: $879,407) in cash and at call deposits. Capitalised mineral exploration and evaluation expenditure is $10,377,567 (2010: $7,730,123). Mineral exploration and evaluation expenditure during the year for the Company was $3,076,990 (2010: $4,758,344).
Expenditure was principally focused on the exploration for and evaluation of iron mineralisation, precious metals and base metals in Western Australia.
Significant Changes in the State of Affairs
Other than disclosed elsewhere in this report, there have been no significant changes in the state of affairs of the Company during or since the end of the financial year.
Options Over Unissued Capital
Unlisted Options
During the financial year the Company granted the following unlisted options over unissued shares:
| Number of Options Issued | Date of Issue | Exercise Price | Expiry Date |
|---|---|---|---|
| 300,000 | 8 September 2010 | 26 cents | 8 September 2012 |
| 1,046,443 | 27 October 2010 | 26 cents | 27 October 2012 |
| 125,000 | 14 December 2010 | 50 cents | 30 September 2011 |
| 125,000 | 14 December 2010 | 100 cents | 30 September 2012 |
| 125,000 | 14 December 2010 | 150 cents | 30 September 2013 |
The Company did not issue any ordinary shares during the financial year on the exercise of unlisted options.
Since the end of the financial year, no unlisted options have been exercised.
As at the date of this report unlisted options over unissued shares in the Company are:
| Number of Options on Issue | Exercise Price | Expiry Date |
|---|---|---|
| 125,000 | 50 cents | 30 September 2011 |
| 3,700,000 | 20 cents | 31 August 2012 |
| 300,000 | 26 cents | 8 September 2012 |
| 1,046,443 | 26 cents | 27 October 2012 |
| 125,000 | 100 cents | 30 September 2012 |
| 125,000 | 150 cents | 30 September 2013 |
(i) Unlisted options are subject to various vesting periods. 4,246,443 are vested and exercisable as at the date of this report. No options are vested and un-exercisable.
Listed Options
No listed options have been granted by the company during the financial year (2010: 5,621,255 attaching to placement shares subscribed to in the Company).
During the financial year 5,012,000 listed options expired (2010: nil).
Since the end of the financial year no listed options have been issued (2010: Nil).
23
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
17,768,259 ordinary shares (2010: 3,718,497) were issued during the financial year on the exercise of listed options. No shares have been issued on the exercise of listed options since the end of the financial year.
As at the date of this report there are no listed options over unissued shares in the Company.
Matters Subsequent to the End of the Financial Year
Other than the matters below, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect substantially the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years.
-
On the 15 September 2011 the Company announced that it had successfully placed 11,813,667 shares at 3 cents to professional and sophisticated investors to raise $354,410 pursuant to the company’s 15% placing facility.
-
On the 15 September 2011 the Company announced a one for one pro-rata entitlement issue of up to 92,123,196 shares at 3 cents to raise $2,763,695 before costs. The proceeds from the issue will be used to fund the Company’s exploration projects and provide working capital. The entitlement is not underwritten.
Likely Developments and Expected Results of Operations
Disclosure of any further information has not been included in this report because, in the reasonable opinion of the Directors, to do so would be likely to prejudice the business activities of the Company and is dependent upon the results of future exploration and evaluation.
Environmental Regulation and Performance
The Company holds various exploration licences to regulate its exploration activities in Australia. These licences include conditions and regulations with respect to the rehabilitation of areas disturbed during the course of its exploration activities.
So far as the Directors are aware, all exploration activities have been undertaken in compliance with all relevant environmental regulations.
Remuneration Report (Audited)
Remuneration Policy
Remuneration levels are competitively set to attract and retain appropriately qualified and experienced Directors and senior executives. Remuneration packages include fixed remuneration with bonuses or equity based remuneration entirely at the discretion of the Board based on the performance of the Company and Shareholder approval where required.
The Remuneration Report outlines Directors’ and executive remuneration arrangements 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, including any Directors of the Company and the five executives receiving the highest remuneration.
During the period the Board performed the role of the Remuneration Committee. The Board is responsible for determining and reviewing the remuneration of the Directors and executives. The Board assesses the appropriateness of the nature and amount of the remuneration on a periodic basis by reference to market and industry conditions.
24
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
Remuneration Report (Audited) (continued)
Fees and payment to Non-Executive Directors reflects the demands that are made on, and the responsibilities of the Directors from time to time. Total remuneration for all Non-Executive Directors was last voted on by shareholders on 30 November 2010, whereby it is not to exceed $300,000 per annum. Non-Executive Directors do not receive bonuses. Directors’ fees cover all normal Board activities.
The Directors have previously resolved that each Non-Executive Director is entitled to receive fees of $50,000 per annum (plus superannuation) and the Chairman is entitled to $80,000 per annum (including superannuation). Payments of Directors’ fees are in addition to any payments to Directors in any employment capacity.
At the date of this report the Company has not entered into any agreements with Directors or senior executives which include performance based components.
A Director may also be paid fees or other amounts as the Directors determine, if a Director performs special duties or otherwise performs duties outside the scope of the normal duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.
Executive Employment Agreements
The Company entered into an Employment Service Agreement with Mr Nathan Lude, Chief Executive Officer, which commenced on the 9 October 2010 and has been renewed for a further twelve month period effective from 9 October 2011. The early termination of the agreement by the Company for a reason other than gross misconduct may require the payment of termination benefits equivalent to 3 months’ salary in lieu of notice.
The contractual arrangements contain provisions typically found in contracts of this nature.
Unlisted Options
The following options over unissued shares, as approved by shareholders, have been issued to Directors and Key Management Personnel of the Company during, or since the end of, the financial year:
| Number of Options Issued |
Issued to | Date of Issue | Exercise Price |
Expiry Date |
|---|---|---|---|---|
| 125,000 | Wolfgang Fischer | 14 December 2010 | 50 cents | 30 September 2011 |
| 125,000 | Wolfgang Fischer | 14 December 2010 | 100 cents | 30 September 2012 |
| 125,000 | Wolfgang Fischer | 14 December 2010 | 150 cents | 30 September 2013 |
No options, granted as remuneration, have been exercised by Directors or Key Management Personnel during or since the end of the financial year.
The 125,000 options issued to Wolfgang Fischer on the 14 December 2010 with an exercise price of 50 cents and expiry date of 30 September 2011 vested on date of grant.
Details of Remuneration for Key Management Personnel
During the year the company identified the Company Directors and Chief Executive Officer as Key Management Personnel for which disclosure is required.
25
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
Details of the remuneration of each Key Management Personal of the Company are as follows:
| 2011 Key Management Personal Base Emolument $ Superannuation Contributions $ Other Benefits $ Equity based remuneration $ Total $ |
Percentage of remuneration paid in Equity (%) |
|---|---|
| Directors W Fischer 52,930 - 107,771i 16,419ii 177,120 N Martin 17,857 1,607 - - 19,464 S Hall 5,779 520 - - 6,299 G Cowie 6,317 568 - - 6,885 R Boylan 20,833 - - - 20,833 G McMaster 39,583 4,750 - - 44,333 G Hemming 151,175 18,140 14,857iii - 184,172 K Judge 14,133 1,598 - - 15,731 Executives Nathan Lude 209,000 - - - 209,000 Total 517,607 27,183 122,628 16,419 683,837 |
9.26 - - - - - - - - - |
(i) Consultancy fees charged for additional services provided to the Company.
(ii) The value of options issued to Key Management Personal is reflective of the cost to the group as expensed under Australian Accounting Standards.
(iii) Reportable fringe benefits received during the financial year.
| 2010 Key Management Personal Base Emolument $ Superannuation Contributions $ Other Benefits $ Equity based remuneration $ Total $ |
Percentage of remuneration paid in Equity (%) |
|---|---|
| G McMaster 75,000 9,563 - - 84,563 G Hemming 257,288 30,454 24,139i - 311,881 K Judge 50,000 6,720 6,000ii - 62,720 Total 382,288 46,737 30,139 - 459,164 |
- - - - |
(i) Reportable fringe benefits received during the financial year.
(ii) Consultancy fees charged for additional services provided to the Company.
Remuneration of Company Executives
Company secretarial and accounting services are provided to the Company by Endeavour Corporate Pty Ltd, an entity that the Company Secretary, Mr Kevin Hart is a principal of.
End Remuneration Report
26
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
Officers’ Indemnities and Insurance
During the year the Company paid an insurance premium to insure certain officers of the Company. The officers of the Company covered by the insurance policy include the Directors named in this report.
The Directors and Officers Liability insurance provides cover against all costs and expenses that may be incurred in defending civil or criminal proceedings that fall within the scope of the indemnity and that may be brought against the officers in their capacity as officers of the Company. The insurance policy does not contain details of the premium paid in respect of individual officers of the Company. Disclosure of the nature of the liability cover and the amount of the premium is subject to a confidentiality clause under the insurance policy.
The Company has entered into an agreement to indemnify all Directors and Officers against all indemnifiable losses or liabilities incurred by each Director or Officer in their capacities as Directors and Officers of the Company. The Company has not provided any indemnity or insurance for an auditor of the Company.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.
Corporate Governance
In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of the Company support and have adhered to the principles of corporate governance. The Company’s corporate governance statement is contained in the Annual Report.
Non-audit Services
During the year Grant Thornton Audit Pty Ltd, the Company’s auditor, has performed no other services in addition to their statutory audit duties.
| Total remuneration paid to auditors during the financial year: Audit and review of the Company’s financial statements Total |
2011 2010 $ $ 37,754 36,098 |
|---|---|
| 37,754 36,098 |
27
Emergent Resources Limited ABN 68 125 323 622
Directors’ Report
Auditor’s Independence Declaration
A copy of the Auditor’s Independence Declaration as required under Section 307C of the Corporations Act is set out on page 29.
This report is made in accordance with a resolution of the Directors.
DATED at Perth this 30[th] day of September 2011.
W Fischer Executive Chairman
28
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Grant Thornton Audit Pty Ltd ABN 94 269 609 023
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
Auditor’s Independence Declaration To the Directors of Emergent Resources Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of Emergent Resources Limited for the year ended 30 June 2011, 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 40] intentionally omitted <==
GRANT THORNTON AUDIT PTY LTD Chartered Accountants
==> picture [66 x 58] intentionally omitted <==
J W Vibert Director - Audit & Assurance
Perth, 30 September 2011
Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.
Liability limited by a scheme approved under Professional Standards Legislation
29
Emergent Resources Limited ABN 68 125 323 622
Consolidated Statement of Comprehensive Income For the financial year ended 30 June 2011
| Continuing operations Note Revenue 5 Total revenue Administration expenses Employee expenses 6 Corporate expenses Occupancy expenses Marketing expenses Depreciation expenses 6 Exploration expenses written off Loss before income tax Income tax benefit 7 Net loss for the year Other comprehensive income Total comprehensive income for the year Earnings per share for loss attributable to the ordinary equity holders of the Company Basic earnings/(loss) per share (cents per share) 28 Diluted earnings/(loss) per share (cents per share) 28 |
2011 2010 $ $ 84,345 83,098 |
|---|---|
| 84,345 83,098 (551,232) (747,325) (795,841) (290,940) (143,442) (200,277) (81,141) (55,912) (51,771) (61,816) (15,815) (15,351) (429,546) (720,914) |
|
| (1,984,443) (2,009,437) 507,179 180,080 |
|
| (1,477,264) (1,829,357) - - |
|
| (1,477,264) (1,829,357) |
|
| (2.0) (3.5) |
|
| (2.0) (3.5) |
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
30
Emergent Resources Limited ABN 68 125 323 622
Consolidated Statement of Financial Position As at 30 June 2011
| Note Current assets Cash and cash equivalents 8 Trade and other receivables 9 Other current assets 10(a) Total current assets Non-current assets Property, plant and equipment 11 Capitalised mineral exploration and evaluation expenditure 12 Other non-current assets 10(b) Total non-current assets Total assets Current liabilities Trade and other payables 13(a) Employee benefits provision 13(b) Total current liabilities Total liabilities Net assets Equity Issued capital 14 Share based payments reserve 15(c) Options subscription reserve 15(b) Accumulated losses 16(b) Total equity |
2011 2010 $ $ 819,685 879,407 17,543 17,296 2,000 - |
|---|---|
| 839,228 896,703 |
|
| 93,440 49,731 10,377,567 7,730,123 57,023 18,002 |
|
| 10,528,030 7,797,856 |
|
| 11,367,258 8,694,559 |
|
| 414,331 532,430 14,580 42,195 |
|
| 428,911 574,625 |
|
| 428,911 574,625 |
|
| 10,938,347 8,119,934 |
|
| 15,112,849 10,873,552 217,010 - - 210,750 (4,391,512) (2,964,368) |
|
| 10,938,347 8,119,934 |
The above statement of financial position should be read in conjunction with the accompanying notes.
31
Emergent Resources Limited ABN 68 125 323 622
Consolidated Statement of Changes in Equity For the financial year ended 30 June 2011
| Note Balance at 1 July 2009 Total comprehensive income for the financial year 16 Equity based payments 16 Shares issued during the financial year Share issue costs 14 Options issued during the financial year 15 Balance at 30 June 2010 |
Issued capital Option reserve Share Based Payments Reserve Accumulated losses Total $ $ $ $ $ 4,946,495 210,750 - (1,135,011) 4,022,234 - - - (1,829,357) (1,829,357) - - - - - 6,240,705 - - - 6,240,705 (313,648) - - - (313,648) - - - - - |
|---|---|
| 10,873,552 210,750 - (2,964,368) 8,119,934 |
| Total comprehensive income for the financial year 16 |
- - - (1,477,264) (1,477,264) |
|---|---|
| Equity based payments 16 |
- - 217,010 - 217,010 |
| Shares issued during the financial year 14 |
1,040,000 - - - 1,040,000 |
| Share issue costs 14 |
(514,985) - - - (514,985) |
| Options issued during the financial year 15 |
3,714,282 (160,630) - - 3,553,652 |
| Options expired during year 15 |
- (50,120) - 50,120 - |
| Balance at 30 June 2011 | 15,112,849 - 217,010 (4,391,512) 10,938,347 |
The above statement of changes in equity should be read in conjunction with the accompanying notes.
32
Emergent Resources Limited ABN 68 125 323 622
Consolidated Statement of Cash Flows For the financial year ended 30 June 2011
| Note Cash flows from operating activities Interest received Research and development tax concession refund Payments to suppliers and employees Net cash used in operating activities 27 Cash flows from investing activities Payments for exploration and evaluation Payments for environmental bonds Proceeds from the sale of property, plant and equipment Payments for property, plant and equipment Net cash used in investing activities Cash flows from financing activities Received on the issue of shares Payments for transaction costs relating to share issues Net cash provided by financing activities Net increase/(decrease) in cash held Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year 8 |
2011 2010 $ $ 82,729 83,098 507,179 180,080 (1,697,500) (1,162,399) |
|---|---|
| (1,107,592) (899,221) |
|
| (3,104,980) (4,835,466) (26,885) - - 12,987 (59,523) (30,700) |
|
| (3,191,388) (4,853,179) |
|
| 4,282,372 6,238,705 (43,114) (313,648) |
|
| 4,239,258 5,925,057 |
|
| (59,722) 172,657 879,407 706,750 |
|
| 819,685 879,407 |
The above statement of cash flows should be read in conjunction with the accompanying notes.
33
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 1 Summary of significant accounting policies
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes financial statements for Emergent Resources Limited as a consolidated entity (“Company”).
(a) Basis of preparation
This general purpose financial report has been prepared in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS), other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001.
The financial report is presented in Australian dollars and all values are rounded to the nearest dollar.
The financial report of the Company was authorised for issue in accordance with a resolution of Directors on 30[th] September 2011.
Statement of Compliance
The financial report of Emergent Resources Limited complies with Australian Accounting Standards, which include Australian Equivalents to International Financial Reporting Standards (AIFRS), in their entirety. Compliance with AIFRS ensures that the financial report also complies with International Financial Reporting Standards (IFRS) in their entirety.
Changes in accounting policies on initial application of Accounting Standards
The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 July 2010:
-
AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project;
-
AASB 2009-8 Amendments to Australian Accounting Standards – Group cash-settled Sharebased Payment Transactions;
-
AASB 2009-10 Amendments to Australian Accounting Standards – Classification of Rights Issues;
-
AASB Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments;
-
AASB 2009-13 Amendments to Australian Accounting Standards arising from Interpretation 19; and
-
AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project.
The adoption of these standards did not have any impact on the amounts for the current period or prior periods.
The Company has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 30 June 2011. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Company accounting policies.
Reporting basis and conventions
These financial statements have been prepared under the historical cost convention, and on an accrual basis.
34
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Going concern basis for preparation of financial statements
During the year the company incurred a net loss of $1,477,264 and net operating cash outflows of $1,107,592.
The financial statements have been prepared on the going concern basis which contemplates the continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business. The ability of the Company to continue to adopt the going concern assumption will depend on future successful capital raisings, the successful exploration and subsequent exploitation of the Company’s tenements and/or sale of non-core assets. The company announced on the 15 September 2011 that it had successfully raised $354,410 through the placement of 11,813,667 shares at 3 cents under its 15% placing facility. On 15 September 2011 the Company lodged a prospectus for a non-renounceable entitlements issue at 3 cents per share to raise up to $2,763,695 before the costs of the Offer. The entitlement issue is not underwritten.
Should the Company not be successful in raising additional funding by capital raisings or other alternative funding arrangements fail to eventuate, there is a material uncertainty as to whether the Company will be able to continue as a going concern. If the Company is unable to continue as a going concern, it will be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts that may be different to those stated in the final report
The Directors are cognisant of the fact that future exploration and administration activities may be constrained by available cash assets, and believe that the current cash reserves of the Company and proposed future fund raisings will be sufficient to fund forecast exploration.
The Directors are confident of securing funds necessary to meet the Company’s obligations as and when they fall due, and consider the adoption of the Going Concern basis to be appropriate in the preparation of these financial statements.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.
(b) Segment reporting
Operating segments are identified and segment information disclosed, where appropriate, on the basis of internal reports reviewed by the Company’s Board of Directors, being the Company’s Chief Operating Decision Maker, as defined by AASB 8. Adoption of AASB 8 by the Company in the prior financial year has not resulted in a redefinition of previously reported operating segments.
(c) Revenue recognition and receivables
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, allowances and amounts collectable on behalf of third parties.
Interest income
Interest income is recognised on a time proportion basis and is recognised as it accrues.
(d) Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
35
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Deferred tax assets and liabilities are recognised for temporary timing differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantially enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to those timing differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
(e) Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases (note 23). Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight line basis over the period of the lease.
(f) Impairment of non financial assets
Non financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the non financial asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Non financial assets, other than goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
(g) Cash and cash equivalents
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(h) Property, plant and equipment
Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the assets.
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 economic benefits associated with the item will flow
36
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Depreciation of property, plant and equipment is calculated using the straight line and written down value methods to allocate their cost, net of residual values, over their estimated useful lives, as follows:
Field equipment 5 - 33.3% Office equipment 5 - 50% Motor Vehicles 10 - 25%
The asset’s 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 (note 1(f)). Gains and losses on disposal are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.
(i) Mineral exploration and evaluation expenditure
Mineral exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are carried forward only if they relate to an area of interest for which rights of tenure are current and in respect of which:
-
such costs are expected to be recouped through the successful development and exploitation of
-
the area of interest, or alternatively by its sale; or
-
exploration and/or evaluation activities in the area have not reached a stage which permits a
-
reasonable assessment of the existence or otherwise of economically recoverable reserves and active or significant operations in, or in relation to, the area of interest are continuing.
In the event that an area of interest is abandoned or if the Directors consider the expenditure to be of reduced value, accumulated costs carried forward are written off in the year in which that assessment is made. A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
Immediate restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are expensed as incurred and treated as exploration and evaluation expenditure. Exploration activities resulting in future obligations in respect of restoration costs result in a provision to be made by capitalising the estimated costs, on a discounted cash basis, of restoration and depreciating over the useful life of the asset. The unwinding of the effect of the discounting on the provision is recorded as a finance cost in the income statement.
(j) Joint ventures
Interests in joint ventures are brought to account by including the appropriate share of the relevant assets, liabilities and costs of the joint ventures in their relevant categories in the financial statements.
(k) Trade and other payables
These amounts represent liabilities, at amortised cost, for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and usually paid within the payment terms negotiated with the creditor.
(l) Employee benefits
Wages, salaries and annual leave.
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of
37
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
Long service leave.
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future salaries, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Share based payments.
Share based compensation payments are made available to Directors and employees.
The fair value of options granted is recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options.
The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free rate for the term of the option.
The fair value of the options granted is adjusted to reflect market vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate.
Upon the exercise of options, the balance of the share based payments reserve relating to those options is transferred to share capital and the proceeds received, net of any directly attributable transaction costs, are credited to share capital.
(m) Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(n) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
(ii) 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.
38
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Goods and services tax (GST)
Revenues, expenses, assets commitments and contingencies are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as a part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the taxation authority, are presented as operating cash flow.
(o) Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
(p) Financial Instruments
Recognition
When financial assets are recognised initially, they are measured at fair value, plus in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Company determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end.
All regular way purchases and sales of financial assets are recognised on the trade date, i.e. the date that the Company commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the marketplace.
(i) Financial assets at fair value through profit or loss
Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on investments held for trading are recognised in profit or loss.
(ii) Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Company has the positive intention and ability to hold to maturity. Investments included to be held for an undefined period are not included in this classification. Investments that are intended to be held-to-maturity, such as bonds, are subsequently measured at amortised cost. This cost is computed as the amount initially recognised minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initially recognised amount and the maturity amount. This calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums and discounts. For investments carried at amortised cost, gains and losses are recognised in profit or loss when the investments are derecognised or impaired, as well as through the amortisation process.
(iii) 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 stated at amortised cost using the effective interest rate method.
39
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
(iv) Financial liabilities
Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.
(q) Fair value estimation
A number of the Company’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods:
Investments in equity and debt securities
The fair value of financial assets at fair value through profit or loss, held to maturity investments and available for sale financial assets is determined by reference to their quoted bid price at the reporting date. The fair value of held to maturity investments is determined for disclosure purposes only. For investments with no active market, fair value is determined using valuation techniques. Such techniques include using recent arm’s length market transactions, reference to the current market value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models.
Trade and other receivables
The fair value of trade and other receivables, excluding construction work in progress, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.
Impairment
At the end of each reporting period, the Company 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 profit or loss. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified to profit or loss at this point.
Note 2 Financial risk management
The Company has exposure to a variety of risks arising from its use of financial instruments. This note presents information about the Company’s exposure to the specific risks, and the policies and processes for measuring and managing those risks. The Board of Directors has the overall responsibility for the risk management framework and has adopted a Risk Management Policy.
(a) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from transactions with customers and investments.
Trade and other receivables
The Company has no investments and the nature of the business activity of the Company does not result in trading receivables. The receivables that the Company does experience through its normal course of business are short term and the risk of recovery of no recovery of receivables is considered to be negligible.
Cash deposits
The Company’s banker is ANZ Limited, at balance date, all operating accounts and funds held on deposit are with this bank. The Directors believe any risk associated with the use of predominantly only one bank is addressed through the use of an AA rated bank as a primary banker. Except for this matter the Company currently has no significant concentrations of credit risk.
40
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
(b) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company manages its liquidity risk by monitoring its cash reserves and forecast spending. Management is cognisant of the future demands for liquid finance resources to finance the Company’s current and future operations, and consideration is given to the liquid assets available to the Company before commitment is made to future expenditure or investment. If the Company does not raise capital in the short term, it can continue as a going concern by reducing planned but not committed expenditure until funding is available or joint venture arrangements can be entered in to.
(c) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising any return.
Interest rate risk
The Company has significant cash assets which may be susceptible to fluctuations in changes in interest rates. Whilst the Company requires the cash assets to be sufficiently liquid to cover any planned or unforeseen future expenditure, which prevents the cash assets being committed to long term fixed interest arrangements; the Company does mitigate potential interest rate risk by entering into short to medium term fixed interest investments.
Other market risks
The Company does not have any direct contact with foreign exchange or equity risks other than their effect on the general economy.
(d) Capital management
The Board of Directors monitors capital expenditure and cash flows as mentioned in (b). The Company’s capital structure may be amended by the issue of equity securities or by entering in to other finance arrangements as necessary to fund the Company’s operations and to continue as a going concern.
The Company’s current capital structure has been comprised entirely of equity based securities since its incorporation, and has no externally imposed capital requirements to which it is subject to, other than the requirements of the Corporations Act and ASX Listing Rules. There has been no material change to the composition of the Company’s capital in this or prior reporting periods.
Note 3 Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
Accounting for capitalised exploration and evaluation expenditure
The Company’s accounting policy is stated at Note 1(i). There is some subjectivity involved in the carrying forward as capitalised or writing off to the income statement exploration and evaluation expenditure, however management give due consideration to areas of interest on a regular basis and are confident that decisions to either write off or carry forward such expenditure reflect fairly the prevailing situation. In the year ended 30 June 2011 an amount of $429,546 has been written off (2010: $720,914)
41
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 4 Segment information
The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors in assessing performance and determining the allocation of resources. Reportable segments disclosed are based on aggregating operating segments, where the segments have similar characteristics. The Company’s only material reportable segment for the financial period has been identified as the Beyondie Project in the Mid-West region of Western Australia.
| Capitalised exploration for the year: Beyondie Project Other Result for the year: Beyondie Project Other Note 4 Segment information (continued) Total segment assets: Beyondie Project Other Note 5 Revenue Interest income Note 6 Loss for the year Loss before income tax includes the following specific expenses: Loss on disposal of plant and equipment Depreciation Office equipment Plant and equipment Motor vehicles |
2011 2010 $ $ 2,328,865 4,464,700 679,690 293,644 |
|---|---|
| 3,008,555 4,758,344 |
|
| - (1,734) (1,477,264) (1,827,623) |
|
| (1,477,264) (1,829,357) |
|
| 8,036,608 5,707,744 3,330,650 2,986,815 |
|
| 11,367,258 8,694,559 |
|
| 84,345 83,098 |
|
| - 4,651 |
|
| 11,638 7,854 4,177 1,585 - 5,912 |
|
| 15,815 15,351 |
42
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
| Note 6 Loss for the year (continued) Employee expenses Wages and salaries Superannuation Salary costs capitalised to exploration Directors’ fees Other employment expenses Exploration expenses written off Note 7 Income tax a) Income tax expense Current income tax: Current income tax charge (benefit) Research and development tax concession Deferred income tax: Relating to origination and reversal of timing differences Income tax expense reported in the income statement b) Reconciliation of income tax expense to prima facie tax payable Loss from continuing operations before income tax expense Tax at the Australian rate of 30% (2010 – 30%) Tax effect of permanent differences: Exploration costs written off Non-deductible share based payment Capital raising costs Research and development tax concession Deferred tax effect of prior year tax losses not brought to account Net deferred tax asset benefit not brought to account Tax (benefit)/expense |
2011 2010 $ $ 971,486 484,354 28,206 66,010 (593,300) (458,476) 290,669 125,050 98,780 74,002 |
|---|---|
| 795,841 290,940 |
|
| 429,546 720,914 |
|
| (1,464,366) (1,875,044) (507,179) (180,080) 1,464,366 1,875,044 |
|
| (507,179) (180,080) |
|
| (1,984,443) (2,009,437) |
|
| (595,333) (602,831) 128,864 216,274 4,926 - (95,204) (64,295) (507,179) (180,080) 368,674 (50,784) 188,073 501,636 |
|
| (507,179) (180,080) |
43
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
| Note 7 Income tax (continued) c) Deferred tax – Balance Sheet Liabilities Accrued Income Capitalised exploration expenditure Assets Revenue losses available to offset against future taxable income Employee provisions Accrued expenses Deductible equity raising costs Superannuation payable Net unrecognised deferred tax asset d) Deferred tax – Income Statement Liabilities Accrued Income Capitalised exploration expenditure Assets Accrued expenses Increase in tax losses carried forward Employee provisions Superannuation Payable Deferred tax benefit not recognised |
2011 2010 $ $ (485) - (3,113,270) (2,319,037) |
|---|---|
| (3,113,755) (2,319,037) |
|
| 4,152,050 3,185,220 4,374 12,659 38,823 16,949 202,164 203,567 2,372 - |
|
| 1,286,028 1,099,358 |
|
| (485) - (794,233) (1,211,229) |
|
| (794,718) (1,211,229) 21,874 (6,000) 966,830 1,709,553 (8,285) 9,312 2,372 - |
|
| 188,073 501,636 |
The deferred tax assets of tax losses not brought to account will only be obtained if:
(i) The Company derives future assessable income of a nature and an amount sufficient to enable the benefit from the tax losses to be realised;
(ii) The Company continues to comply with the conditions for deductibility imposed by tax legislation; and
(iii) No changes in tax legislation adversely affect the Company realising the benefit from the deduction of the losses.
All unused tax losses were incurred by Australian entities.
Note 8 Current assets - Cash and cash equivalents
(a) Reconciliation to cash at the end of the year
The figures below are reconciled to cash at the end of the financial year as shown in the cash flow statement as follows:
44
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
| 2011 | 2010 | |
|---|---|---|
| $ | $ | |
| Note 8 Current assets - Cash and cash equivalents (continued) | ||
| Cash at bank | 769,685 | 879,407 |
| Deposits at call | 50,000 | - |
| Cash and cash equivalents per cash flow | ||
| statement | 819,685 | 879,407 |
The above amount includes $50,000 (2010: Nil) that is held in a restricted term deposit by ANZ as security against the Company’s credit card liability.
(b) Deposits at call
The deposits are bearing fixed interest rates of 5.9% (2010: N/A).
Note 9 Current assets – Trade and other receivables
| Accrued Interest Income GST recoverable |
1,615 - 15,928 17,296 |
|---|---|
| 17,543 17,296 |
Details of fair value and exposure to interest risk are included at note 18.
Note 10 Other assets
- (a) Other assets - Current
| Deposits & Bonds (b) Other assets – Non-current Deposits & Bonds |
2,000 - |
|---|---|
| 2,000 - |
|
| 57,023 18,002 |
|
| 57,023 18,002 |
Note 11 Non-current assets – Property, plant and equipment
| Office equipment At cost Accumulated depreciation Plant and equipment At cost Accumulated depreciation |
85,084 55,656 (26,816) (15,179) |
|---|---|
| 58,268 40,477 |
|
| 41,600 11,505 (6,428) (2,251) |
|
| 35,172 9,254 |
|
| 93,440 49,731 |
45
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
| 2011 | 2010 | |
|---|---|---|
| $ | $ | |
| Note 11 Non-current assets – Property, plant and equipment (continued) | ||
| Reconciliation of movements: | ||
| Office equipment | ||
| Net book value at start of the year | 40,477 | 22,531 |
| Additions | 29,429 | 25,800 |
| Depreciation | (11,638) | (7,854) |
| Net book value at end of the year | 58,268 | 40,477 |
| Plant and equipment | ||
| Net book value at start of the year | 9,254 | 5,838 |
| Additions | 30,095 | 5,001 |
| Depreciation | (4,177) | (1,585) |
| Net book value at end of the year | 35,172 | 9,254 |
| Motor vehicles | ||
| Net book value at start of the year | - | 23,650 |
| Disposals | - | (17,738) |
| Depreciation | - | (5,912) |
| Net book value at end of the year | - | - |
| 93,440 | 49,731 |
No items of property, plant and equipment have been pledged as security by the Company.
Note 12 Non-current assets – Capitalised mineral exploration and evaluation expenditure
| In the exploration and evaluation phase: Capitalised exploration costs at the start of the year Acquisition costs capitalised during the year Exploration costs capitalised during the year Exploration costs written off during the year Capitalised exploration costs at the end of the year |
7,730,123 3,692,693 68,435 - 3,008,555 4,758,344 (429,546) (720,914) |
|---|---|
| 10,377,567 7,730,123 |
The recoverability of the carrying amount of the exploration and evaluation assets is dependent upon successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.
During the financial year it was decided by the Board and management to cease exploration activities on a number of tenements held by the company. Consequently, the Company has written off $429,546 which is comprised of all previously capitalised exploration costs in relation to these tenements (2010: $720,914).
46
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
| Note 13 Current liabilities a) Trade and other payables Trade payables Sundry payables and accrued expenses |
2011 2010 $ $ 258,975 450,915 155,356 81,515 |
|---|---|
| 414,331 532,430 |
|
| b) Employee benefits provision Employee leave liabilities |
14,580 42,195 |
Liabilities are not secured over the assets of the company. Details of fair value and exposure to interest risk are included at note 18.
Note 14 Issued capital
a) Ordinary shares
The Company is a public company limited by shares. The Company was incorporated in Perth, Western Australia.
The Company’s shares are limited whereby the liability of its members is limited to the amount (if any) unpaid on the shares respectively held by them.
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the 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.
Ordinary shares have no par value. There is no limit to the authorised share capital of the Company.
| b) Share capital Fully paid ordinary shares c) Share movements during the year Issue price At the beginning of the year Options exercised $0.20 Transfer from options reserve - Share placement $0.20 Share placement $0.40 Share placement $0.60 Issued capital to acquire tenement $0.17 Less: costs related to shares issued At the end of the year |
2011 2010 2011 2010 No. No. $ $ 80,309,529 57,308,508 15,162,969 10,873,552 |
|---|---|
| 57,308,508 42,347,501 10,873,552 4,946,495 17,768,259 3,718,497 3,553,652 743,699 - - 160,630 - 5,000,000 - 1,000,000 - - 6,242,500 - 2,497,000 - 5,000,010 - 3,000,006 232,762 - 40,000 - - - (514,985) (313,648) |
|
| 80,309,529 57,308,508 15,112,849 10,873,552 |
Information relating to options over unissued shares is set out in note 15.
47
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 15 Options
| a) Options on issue Issued option capital b) Listed Option movements during the year Issue price At the beginning of the year Listed options issued (i) Nil Listed options exercised - Listed options expired - Transfer to share capital - At the end of the year |
2011 2010 2011 2010 No. No. $ $ 5,421,443 26,480,259 - 210,750 |
|---|---|
| 22,780,259 20,877,501 210,750 210,750 - 5,621,255 - - (17,768,259) (3,718,497) - - (5,012,000) - (50,120) - - - (160,630) - |
|
| - 22,780,259 - 210,750 |
- (i) Listed options issued attaching to shares issued pursuant to share placements completed during the 2010 financial year.
c) Unlisted Option movements during the year
| c) Unlisted Option movements during the year |
|
|---|---|
| At the beginning of the year Unlisted options issued (i) Unlisted options issued (ii) Unlisted options issued (iii) At the end of the year |
2011 2010 2011 2010 No. No. $ $ 3,700,000 3,700,000 - - 375,000 - 16,419 - 300,000 - 45,987 - 1,046,443 - 154,604 - |
| 5,421,443 3,700,000 217,010 - |
-
(i) Unlisted options issued as a part of a shareholder approved, Director remuneration package for Mr Wolfgang Fischer. The dollar value shown is the amount expensed in relation to the options remuneration under Australian Accounting Standards.
-
(ii) Unlisted options issued in part consideration for capital raising services pursuant to a subscription and underwriting agreement with strike price of 26c and expiry date of 8 September 2012.
-
(iii) Unlisted options issued in part consideration for capital raising services pursuant to a subscription and underwriting agreement with strike price of 26c and expiry date of 27 October 2012.
48
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 15 Options (continued)
d) Options on issue at the balance date
The number of options outstanding as at 30 June 2011 is 5,421,443 (2010: 26,480,259). The terms of these options are as follows:
| Number of options outstanding | Exercise price | Expiry date |
|---|---|---|
| 125,000 | $0.50 | 30 September 2011 |
| 3,700,000 | $0.20 | 31 August 2012 |
| 300,000 | $0.26 | 8 September 2012 |
| 1,046,443 | $0.26 | 27 October 2012 |
| 125,000 | $1.00 | 30 September 2012 |
| 125,000 | $1.50 | 30 September 2013 |
e) Subsequent to the balance date
No options were issued or exercised between the end of the financial year and the date of this report.
Reconciliation of movement of options over unissued shares during the period including weighted average exercise price (WAEP)
| Options outstanding at the start of theyear |
2011 2010 No. WAEP (cents) No. WAEP (cents) 26,480,259 20.0 24,577,501 20.0 |
2011 2010 No. WAEP (cents) No. WAEP (cents) 26,480,259 20.0 24,577,501 20.0 |
|---|---|---|
| No. | ||
| 26,480,259 | ||
| Listed Options granted during the year - Unlisted options granted during the year 1,721,443 Options exercised during the year (17,768,259) Options expiring unexercised during the year (5,012,000) Options outstanding at the end of the year 5,421,443 Note 16 Reserves and accumulated losses (a) Share-based payment reserve Balance at beginning of year Options issued to directors Options issued in lieu of capital raising fees Balance at the end of the year |
- | - 5,621,255 20.0 42.1 - - 20.0 (3,718,497) 20.0 20.0 - - |
| 1,721,443 | ||
| (17,768,259) | ||
| (5,012,000) | ||
| 5,421,443 | 27.0 26,480,259 20.0 |
|
| 2011 2010 $ $ - - 16,419 - 200,591 - 217,010 - |
The share-based payment reserve records items recognised as expenses on valuation of employee and consultant options.
49
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
| . Note 16 Reserves and accumulated losses (continued) (b) Accumulated losses Accumulated losses: At the beginning of the year Loss for the year Options expired during the year Balance at the end of the year |
2011 2010 $ $ (2,964,368) (1,135,011) (1,477,264) (1,829,357) 50,120 - |
|---|---|
| (4,391,512) (2,964,368) |
Note 17 Share based payments
- a) On the 14 December 2010, 375,000 share options were granted to the Executive Chairman under a resolution voted on at the Company’s Annual General Meeting of Shareholders on the 30 November 2011.
| Number of Options | 375,000 |
|---|---|
| Fair value at grant date1 | $0.0602 - $0.0840 |
| Share price | $0.3100 |
| Exercise price | $0.50 - $1.50 |
| Volatility factor | 95.30% |
| Expiry date of the options | 30 September 2011 to 30 September 2013 |
| Risk free interest rate2 | 4.74% - 5.14% |
1 The basis of measuring fair value of the options was the Black-Scholes Option Pricing Model 2 Based on the prevailing Commonwealth Government Bond Rate at date of issue to expiry of option
Included under employee benefits expense in the statement of comprehensive income is $16,418 which relates to equity-settled share-based payment transactions (2010: $Nil).
- b) On the 8 September 2010 the Company issued 300,000 unlisted options exercisable on or before the 8 September 2012 were issued to Casimir Capital (Asia Pacific) Pty Ltd and its nominees pursuant to an underwriting agreement entered into by the company on the 25 August 2010.
| Number of Options | 300,000 |
|---|---|
| Fair value at grant date1 | $0.1533 |
| Share price | $0.2600 |
| Exercise price | $0.2600 |
| Volatility factor | 111.68% |
| Expiry date of the options | 8 September 2012 |
| Risk free interest rate2 | 4.44% |
1 The basis of measuring fair value of the options was the Black-Scholes Option Pricing Model
2 Based on the prevailing 2 year Commonwealth Government Bond Rate at date of issue
50
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 17 Share based payments (continued)
- c) On the 27 October 2010 the Company issued 1,046,443 unlisted options exercisable on or before the 27 October 2012 were issued to Casimir Capital (Asia Pacific) Pty Ltd and its nominees pursuant to an underwriting agreement entered into by the company on the 25 August 2010.
| Number of Options | 1,046,443 |
|---|---|
| Fair value at grant date1 | $0.1477 |
| Share price | $0.2500 |
| Exercise price | $0.2600 |
| Volatility factor | 113.68% |
| Expiry date of the options | 27 October 2012 |
| Risk free interest rate2 | 4.85% |
1 The basis of measuring fair value of the options was the Black-Scholes Option Pricing Model
2 Based on the prevailing 2 year Commonwealth Government Bond Rate at date of issue
d) A summary of the movements of the options is as follows:
| Listed options Listed options outstanding as at 30 June 2009 Granted Forfeited Exercised Expired Listed options outstanding as at 30 June 2010 Granted Forfeited Exercised Expired Listed options outstanding as at 30 June 2011 |
Number Weighted Average Exercise Price ($) 20,877,501 0.20 5,621,255 0.20 - - (3,718,497) 0.20 - 0.20 22,780,259 0.20 - - - - (17,768,259) 0.20 (5,012,000) 0.20 |
|---|---|
| - - |
51
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
| Note 17 Share based payments (continued) Unlisted options Unlisted options outstanding as at 30 June 2009 Granted Forfeited Exercised Expired Unlisted options outstanding as at 30 June 2010 Granted Forfeited Exercised Expired Unlisted options outstanding as at 30 June 2011 Options exercisable as at 30 June 2011 Options exercisable as at 30 June 2010 |
Number Weighted Average Exercise Price ($) 3,700,000 0.20 - - - - - - - - 3,700,000 0.20 1,721,443 0.42 - - - - - - |
|---|---|
| 5,421,443 0.27 |
|
| 4,246,443 0.23 24,630,259 0.20 |
The weighted average remaining contractual life of options outstanding at year-end was 1.2 years. The weighted average exercise price of outstanding options at the end of the reporting period was $0.27.
-
e) No shares were granted to key management personnel for share-based payments during the financial year ended the 30 June 2011 (2010: Nil).
-
f) On the 23 May 2011, 232,762 ordinary fully paid shares were issued to Raven Resources Pty Ltd, pursuant to a joint venture earn-in agreement. The shares were issued based on the 10 day ASX VWAP from the 21 April 2011 to the 9 May 2011, resulting in a calculated value of 17.185 cents per share, for a total value of $40,000.
Note 18 Financial instruments
Credit risk
The Directors do not consider that the Company’s financial assets are subject to anything more than a negligible level of credit risk, and as such no disclosures are made, note 2(a).
Impairment losses
The Directors do not consider that any of the Company’s financial assets are subject to impairment at the reporting date. No impairment expense or reversal of impairment charge has occurred during the reporting period.
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements, note 2(b):
52
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 18 Financial instruments (Continued)
| 2011 Trade payables 2010 Trade payables |
Carrying amount Contractual cash flows 6 months or less 6-12 months 1-2 years 2- 5years More than 5 years $ $ $ $ $ $ $ 258,975 258,795 258,795 - - - - |
|---|---|
| 258,795 258,795 258,795 - - - - |
|
| Carrying amount Contractual cash flows 6 months or less 6-12 months 1-2 years 2- 5years More than 5 years $ $ $ $ $ $ $ 450,915 450,915 450,915 - - - - |
|
| 450,915 450,915 450,915 - - - - |
Interest rate risk
At the reporting date the interest profile of the Company’s interest-bearing financial instruments was:
| Variable rate instruments Financial assets |
Carrying amount ($) 2011 2010 819,685 879,407 |
|---|---|
The weighted average effective interest rates for financial assets at 30 June 2011 is 4.64% (2010: 4.5%). The weighted average maturity period for these financial assets as at 30 June 2011 is nil months (2010: nil months).
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables remain constant.
| 2011 Variable rate instruments 2010 Variable rate instruments |
Profit or loss Equity 1% 1% 1% 1% increase decrease increase decrease 8,197 (8,197) 8,197 (8,197) |
|---|---|
| Profit or loss Equity 1% 1% 1% 1% increase decrease increase Decrease 8,794 (8,794) 8,794 (8,794) |
53
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 18 Financial instruments (Continued)
Fair values
Fair values versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet are as follows:
| balance sheet are as follows: | |
|---|---|
| Cash and cash equivalents Trade receivables Trade payables – at amortised cost |
2011 2010 Carrying amount Fair value Carrying amount Fair value $ $ $ $ 819,685 819,685 879,407 879,407 - - - - (258,975) (258,975) (450,915) (450,915) |
| 560,710 560,710 428,492 428,492 |
The Company’s policy for recognition of fair values is disclosed at note 1(r).
Note 19 Dividends
No dividends were paid or proposed during the financial year.
The Company has no franking credits available as at 30 June 2011 (2010: nil).
Note 20 Key management personnel disclosures
(a) The following persons were Key management personnel for Emergent Resources Limited during the financial year:
Current directors
Wolfgang Fischer (Executive Chairman) (appointed 1 October 2010) Nicholas Martin (Non-Executive Director) (appointed 24 February 2011) Stuart Hall (Non- Executive Director) (appointed 20 May 2011) Geoff Cowie (Non-Executive Director) (appointed 16 May 2011)
Former directors
Garry Hemming (Managing Director) (resigned 7 October 2010) Kevin Judge (Non-Executive Director) (resigned 7 October 2010) George McMaster (Non-Executive Chairman) (resigned effective 28 February 2011) Robert Boylan (Non-Executive Director) (resigned effective 30 June 2011) Note Key management personnel disclosures (Continued)
Executives
Nathan Lude (Chief Executive Officer) (appointed 7 October 2010)
54
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Other Key management personal
There were no other persons employed by or contracted to the Company during the financial year, having responsibility for planning, directing and controlling the activities of the Company, either directly or indirectly.
Note 20 Key management personnel disclosures (continued)
- (b) Key management personnel compensation
| Short-term employee benefits Post-employment benefits Share-based payment Other benefits |
2011 $ 2010 $ 517,607 382,288 27,183 46,737 16,419 - 122,628 30,139 |
|---|---|
| 683,837 459,164 |
- c) Equity instrument disclosures relating to key management personnel
Unlisted Options provided as remuneration and shares issued on exercise of such options
The following options were issued to key management personnel during the year.
| Number of Options Issued |
Issued to | Date of Issue | Exercise Price |
Expiry Date |
|---|---|---|---|---|
| 125,000 | Wolfgang Fischer | 14 December 2010 | 50 cents | 30 September 2011 |
| 125,000 | Wolfgang Fischer | 14 December 2010 | 100 cents | 30 September 2012 |
| 125,000 | Wolfgang Fischer | 14 December 2010 | 150 cents | 30 September 2013 |
No shares have been issued to key management personnel on exercise of options during the year.
55
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 20 Key management personnel disclosures (Continued)
Option holdings
Key Management Personnel have the following interests in options over unissued shares of the Company.
| 2011 Name Balance at start of the year1 Received during the year as remuneration Options expired during the year Options exercised during the year Balance at the end of the year1 Current Directors W. Fischer - 375,000 - - 375,000 N. Martin - - - - - S. Hall - - - - - G. Cowie - - - - - Current Executive N. Lude - - - - - Previous Directors R. Boylan 2,504,149 - - (2,504,149) - G. McMaster 2,983,620 - - (2,483,620) 500,000 G. Hemming 4,473,633 - (1,452,633) (250,000) 2,771,000 K. Judge 305,000 - - - 305,000 |
Vested during the year1 Vested and exercisable2 125,000 125,000 - - - - - - - - - - 125,000 250,000 500,000 1,771,000 75,000 155,000 |
|---|---|
-
Option holding information for Key Management Personnel who were not Key Management Personnel for the whole year is only for that portion of the year during which they held a key management position. For the purpose of this table, options held at appointment are assumed to have been held at 1 July and options held at termination are assumed to be held at 30 June, with any acquisitions or disposals prior to appointment or after termination, not shown.
-
All options held by Directors in the above table that have vested, are exercisable.
56
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 20 Key management personnel disclosures (Continued) Option holdings (continued)
| 2010 Name Balance at the start of the year1 Received during the year as remuneration Options expired during the year Options exercised during the year Balance at the end of the year1 Directors G. McMaster 3,362,370 - - (378,750) 2,983,620 G. Hemming 4,473,633 - - - 4,473,633 K. Judge 839,560 - - (534,560) 305,000 |
Vested during the year1 Vested and exercisable2 125,000 2,608,620 500,000 2,973,633 75,000 80,000 |
|---|---|
-
Option holding information for Key Management Personnel who were not Key Management Personnel for the whole year is only for that portion of the year during which they held a key management position. For the purpose of this table, options held at appointment are assumed to have been held at 1 July and options held at termination are assumed to be held at 30 June, with any acquisitions or disposals prior to appointment or after termination, not shown.
-
All options held by Directors in the above table that have vested are exercisable.
Share holdings
The number of shares in the Company held during the financial year by key management personnel of the Company, including their personally related parties are set out below. There were no shares granted during the reporting period as compensation.
57
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 20 Key management personnel disclosures (Continued)
| 2011 | Balance at start | Received during | Other changes | Balance at the end |
|---|---|---|---|---|
| of the year1 | the year on | during the year2 | of the year1 | |
| Name | exercise of | |||
| options | ||||
| Current Directors | ||||
| W. Fischer | - | - | 3,117,000 | 3,117,000 |
| N. Martin | - | - | - | - |
| S. Hall | - | - | - | - |
| G. Cowie | - | - | 250,000 | 250,000 |
| Current Executive | ||||
| N. Lude | 721,520 | - | - | 721,520 |
| Previous Directors | ||||
| R. Boylan | 4,351,732 | 2,504,149 | - | 6,855,881 |
| G. McMaster | 3,551,250 | 2,483,620 | (328,600) | 5,706,270 |
| G. Hemming | 2,825,001 | 250,000 | - | 3,075,001 |
| K. Judge | 1,384,560 | - | - | 1,384,560 |
-
Shareholding information for Key Management Personnel who were not Key Management Personnel for the whole year is only for that portion of the year during which they held a key management position. For the purpose of this table, shares held at appointment are assumed to have been held at 1 July and shares held at termination are assumed to be held at 30 June, with any acquisitions or disposals prior to appointment or after termination, not shown.
-
Other changes during the year refer to shares purchased or sold during the financial year.
| 2010 | Balance at start | Received during | Other changes | Balance at the |
|---|---|---|---|---|
| of the year | the year on | during the year1 | end of the year | |
| Name | exercise of | |||
| options | ||||
| Directors | ||||
| G. McMaster | 3,137,500 | 458,750 | (45,000) | 3,551,250 |
| G. Hemming | 2,825,001 | - | - | 2,825,001 |
| K. Judge | 850,000 | 534,560 | - | 1,384,560 |
- Other changes during the year refer to shares purchased or sold during the financial year.
58
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 20 Key management personnel disclosures (Continued)
d) Loans made to key management personnel
No loans were made to key personnel, including personally related entities during the reporting period.
f) Other transactions with key management personnel
There were no other transactions with key management personnel, other than as disclosed in the Remuneration Report.
Note 21 Remuneration of auditors
| Note Audit or review of the financial reports of the Company Balance at the end of the year |
2011 2010 $ $ 37,754 36,098 |
|---|---|
| 37,754 36,098 |
Note 22 Contingencies
(i) Contingent liabilities
There were no material contingent liabilities not provided for in the financial statements of the Company as at 30 June 2011 or 30 June 2010 other than:
Native Title and Aboriginal Heritage
Native title claims have been made with respect to areas which include tenements in which the Company has an interest. The Company is unable to determine the prospects for success or otherwise of the claims and, in any event, whether or not and to what extent the claims may significantly affect the Company or its projects. Agreement is being or has been reached with various native title claimants in relation to Aboriginal Heritage issues regarding certain areas in which the Company has an interest.
(ii) Contingent assets
There were no material contingent assets as at 30 June 2011 or 30 June 2010.
Note 23 Commitments
(a) Exploration
The Company has certain obligations to perform minimum exploration work on mineral leases held. These obligations may vary over time, depending on the Company’s exploration programmes and priorities. As at balance date, total exploration expenditure commitments on tenements held by the Company have not been provided for in the financial statements and which cover the following twelve month period amount to $1,323,465 (2010: $708,313). These obligations are also subject to variations by farm-out arrangements or sale of the relevant tenements. This commitment does not include the expenditure commitments which are the responsibility of the joint venture partners.
59
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 23 Commitments (Continued)
(b) Operating Lease Commitments
The Company has the following operating lease commitments in relation to its current business premises:
| Within one year Later than one year but not later than five years Later than five years Balance at the end of the year |
2011 2010 $ $ 55,954 - 33,301 - - - |
|---|---|
| 89,255 - |
The property lease is a non-cancellable lease with a 2 year term, with rent payable monthly in advance. Contingent rental provisions within the lease agreement require the minimum lease payments shall be increased by 4% per annum. An option exists to renew the lease at the end of the 2 year term for an additional term of 2 years. The lease allows for subletting of all lease areas.
(c) Contractual Commitment
There are no material contractual commitments as at 30 June 2011 (2010: nil) other than those disclosed above in the Financial Statements.
Note 24 Related party transactions
There were no related party transactions during the year, other than disclosed at note 20.
Note 25 Interests in joint ventures
Joint venture agreements have been entered into with third parties. Details of joint venture agreements are disclosed below.
Assets employed by these joint ventures and the Company’s expenditure in respect of them is brought to account initially as capitalised exploration and evaluation expenditure until a formal joint venture agreement is entered into. Thereafter, investment in joint ventures is recorded distinctly from capitalised exploration costs incurred on the company’s 100% owned projects.
Joint Venture and Exploration Agreement
De Grey Mining Limited - Beyondie Iron Agreement
Under an agreement entered into with De Grey Mining Limited on 1 May 2008, Emergent Resources has rights to 80% of the iron ore, vanadium and manganese on EL52/1806 and EL52/2215. The Company will sole fund the tenements until it makes a decision to mine. De Grey Mining Limited may then contribute on its 20% interest basis or convert to a 2% net smelter royalty.
60
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 25 Interests in joint ventures (Continued)
Pandell Pty Ltd – North Pool and Mt Narryer Projects
The Company has entered into unincorporated joint venture agreements with Pandell Pty Ltd in respect of the North Pool (EL53/977 and EL53/1301). Projects. Under the agreement Emergent Resources Limited has an 80% interest in the projects and Pandell Pty Ltd has a 20% free carried interest up to completion of a feasibility study.
Raven Resources Pty Ltd
Emergent Resources entered into a Joint Venture arrangement with Raven Resources Pty Ltd on the 3 March 2011 for tenements E69/2685 & E52/2525. The Joint Venture gives Emergent the right to earn an 80% interest in tenements E69/2685 & E52/2525 by meeting tenement expenditure commitments of $190,000 and the issue of Emergent ordinary fully paid shares to the value of $40,000. The $40,000 in shares were issued on the 23 May 2011 with expenditure to be met in the 2012 financial year. The 20% interest retained by Raven Resources is free carried through to the decision to commence bankable feasibility. The Joint Venture with Raven Resources will target gold zones lying in the possible extension of the Plutonic Well Greenstone Belt.
Note 26 Events occurring after the balance sheet date
Other than the matters below, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company to affect substantially the operations of the Company, the results of those operations or the state of affairs of the Company in subsequent financial years.
-
On the 15 September 2011 the Company announced that it had successfully placed 11,813,667 shares at 3 cents to professional and sophisticated investors to raise $354,410 pursuant to the company’s 15% placing facility.
-
On the 15 September 2011 the Company announced a one for one pro-rata entitlement issue of up to 92,123,196 shares at 3 cents to raise $2,763,695 before costs. The proceeds from the issue will be used to fund the Company’s exploration projects and provide working capital. The entitlement is not underwritten.
| 2011 | 2010 | |
|---|---|---|
| Note | $ | $ |
| Note 27 Reconciliation of loss after tax to net cash inflow from operating activities | ||
| Loss after tax | (1,477,264) | (1,829,357) |
| Non-cash items: | ||
| Loss on sale of assets | - | 4,650 |
| Equity Remuneration | 16,419 | - |
| Depreciation expense | 15,815 | 15,351 |
| Exploration costs written off | 429,546 | 720,914 |
| Changes in net assets and liabilities: | ||
| (Increase)/decrease in trade and other receivables | 410 | 9,643 |
| (Increase)/decrease in other assets | (14,138) | - |
| Increase/(decrease) in trade and other payables | (50,766) | 169,962 |
| Increase/(decrease) in employee liabilities | (27,614) | 9,616 |
| (1,107,592) | (899,221) |
61
Emergent Resources Limited ABN 68 125 323 622
Notes to the Consolidated Financial Statements For the financial year ended 30 June 2011
Note 27 Reconciliation of loss after tax to net cash inflow from operating activities (continued)
Details of non-cash financing and investing activities
| Shares issued to acquire exploration assets ($0.17) Note 28 Earnings per share a) Basic earnings per share Loss attributable to ordinary equity holders of the Company b) Diluted earnings per share Loss attributable to ordinary equity holders of the Company c) Loss used in calculation of basic and diluted loss per share Consolidated loss after tax from continuing operations d) Weighted average number of shares used as the denominator Weighted average number of shares used as the denominator in calculating basic and dilutive loss per share |
40,000 - |
|---|---|
| 40,000 - |
|
| 2011 2010 cents cents (2.0) (3.5) |
|
| (2.0) (3.5) |
|
| $ $ (1,477,264) (1,829,357) |
|
| No. No. 74,668,511 51,842,868 |
At 30 June 2010 the Company has on issue 5,421,443 options (2009: 26,480,259) over ordinary shares that are not considered to be dilutive to its reported loss for the year.
Note 29 Parent Company and Subsidiary Information
During the period ended 30 June 2011, Emergent Resources Limited held the following 2 wholly owned subsidiary companies:
| Ownership | ||
|---|---|---|
| Company Name | ACN | % |
| Beyondie J/V Operations Pty Ltd | 143 225 969 | 100% |
| Emergent Exploration Pty Ltd | 143 526 336 | 100% |
As at the reporting date, and during the financial year since registration, both subsidiary companies were dormant and held no assets or incurred no liabilities. Both subsidiary companies were registered in Western Australia. Parent entity and Consolidated entity information is identical during and at the end of the year, therefore no separate parent entity disclosures has been included.
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Emergent Resources Limited ABN 68 125 323 622
Directors’ Declaration
In the opinion of the Directors of Emergent Resources Limited (“the Company”)
-
(a) the financial statements and notes set out on pages 30-62 are in accordance with the Corporations Act 2001, including:
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(i) complying with Accounting Standards and the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
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(ii) give a true and fair view of the financial position as at 30 June 2011 and of the performance for the year ended on that date of the Company; and
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(iii) complying with International Financial Reporting standards as disclosed in Note 1.
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(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.
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2011.
This declaration is made in accordance with a resolution of the Directors.
Signed at Perth this 30[th] day of September 2011.
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W Fischer Executive Chairman
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Grant Thornton Audit Pty Ltd ABN 94 269 609 023
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
Independent Auditor’s Report To the Members of Emergent Resources Limited
Report on the financial report
We have audited the accompanying financial report of Emergent Resources Limited (the “Company”), which comprises the consolidated statement of financial position as at 30 June 2011, the consolidated statement of 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 of the financial report in accordance with Australian Accounting Standards and the Corporations Act 2001. This responsibility includes such internal controls as the Directors determine are necessary to enable the preparation of the financial report to be 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, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies 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 which 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.
Grant Thornton Australia Limited is a member firm within Grant Thornton International Ltd. Grant Thornton International Ltd and the member firms are not a worldwide partnership. Grant Thornton Australia Limited, together with its subsidiaries and related entities, delivers its services independently in Australia.
Liability limited by a scheme approved under Professional Standards Legislation
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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.
In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial report 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 Emergent 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 2011 and of its performance for the year ended on that date; and
-
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(a) in the financial report which indicates that the consolidated entity incurred a net loss of $1,477,264 during the year ended 30 June 2011 and net operating cash outflows of $1,107,592. These conditions, along with other matters as set forth in Note 1(a), 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.
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Report on the remuneration report
We have audited the remuneration report included in pages 24 to 26 of the directors’ report for the year ended 30 June 2011. 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 Emergent Resources Limited for the year ended 30 June 2011, complies with section 300A of the Corporations Act 2001.
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GRANT THORNTON AUDIT PTY LTD Chartered Accountants
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J W Vibert Director - Audit & Assurance
Perth, 30 September 2011
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Emergent Resources Limited ABN 68 125 323 622
ASX Additional Information
Pursuant to the Listing Rules of the Australian Securities Exchange Limited, the shareholder information set out below was applicable as at 23[rd] September 2011.
a. Distribution of Equity Securities
| a. Distribution of Equity Securities | |
|---|---|
| Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over |
Listed Shares Number of Holders Securities Held |
| 44 26,175 153 504,170 210 1,827,518 521 19,610,985 138 70,154,348 |
|
| 1,066 92,123,196 |
There are 416 shareholders holding unmarketable parcels represented by 11,364 shares.
b. Substantial Shareholders
An extract of the Company’s Register of Substantial Shareholders (who hold 5% or more of the issued capital) is set out below:
| Shareholder Name Trimglint Pty Ltd c. Twenty Largest Shareholders Shareholder Trimglint Pty Ltd Pandell Pty Ltd Waboc Pty Ltd Romfal Sifat Pty Ltd George James McMaster Mills Beach Investments Pty Ltd Maree Teresa Hemming P G Howarth Pty ltd ABN Amro clearing Sydney Nominees Pty Ltd Mr Wayne Daryl King + Mr Craig Allan King Spinaway Gardens Pty Ltd Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited Mr Ianaki Semerdziev Dilkara Nominees Pty Ltd Mr Garry Robert Hemming JBWere (NZ) Nominees Limited Jayvee Investments Pty Ltd Solequest Pty Ltd Buzz Capital Pty ltd |
Issued OrdinaryShares |
|---|---|
| Number % 7,275,047 7.90 Shares Held % of Issued Capital |
|
| 7,275,047 7.90 4,000,000 4.34 3,117,000 3.38 2,800,000 3.04 2,706,270 2.94 2,541,664 2.76 2,479,925 2.69 1,956,642 2.12 1,413,119 1,170,000 1,166,000 1,153,472 1,088,700 1,009,015 1,000,000 925,000 897,202 886,025 886,025 866,667 1.53 1.27 1.27 1.25 1.18 1.10 1.09 1.01 0.97 0.96 0.96 0.94 |
|
| 39,337,773 42.70 |
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Emergent Resources Limited ABN 68 125 323 622
ASX Additional Information
d. Voting Rights
In accordance with the Company’s Constitution, voting rights in respect of ordinary shares are on a show of hands whereby each member present in person or by proxy shall have one vote and upon a poll, each share will have one vote.
e. Restricted Securities
There are no restricted securities.
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Emergent Resources Limited ABN 68 125 323 622
Tenement Schedule As at 23 September 2011
| TENEMENT STATUS REGISTERED HOLDER EMERGENT % |
|
|---|---|
| MARBLE BAR E45/2223 Application Pandell Pty Ltd 100% E45/2684 Application Oakover Gold Ltd 100% P45/2575 Application Oakover Gold Ltd 100% P45/2576 Application Oakover Gold Ltd 100% P45/2577 Application Oakover Gold Ltd 100% PATERSON E45/3092 Application Ian Kerr 100% E45/3096 Application Emergent Resources Ltd 100% E45/3097 Application Emergent Resources Ltd 100% DIAMOND WELL E51/1204 Granted Emergent Resources Ltd 100% E51/1205 Granted Emergent Resources Ltd 100% MT BARTLE E53/1302 Granted Emergent Resources Ltd 100% E53/1332 Granted Emergent Resources Ltd 100% P53/1417 Granted Emergent Resources Ltd 100% P53/1418 Granted Emergent Resources Ltd 100% P53/1419 Granted Emergent Resources Ltd 100% BEYONDIE NORTH E52/2215 Granted De Grey Mining Ltd 80% E69/2625 Granted Emergent Resources Ltd 100% E69/2919 Application Emergent Resources Ltd 100% E69/2669 Granted Emergent Resources Ltd 100% BEYONDIE SOUTH E52/1806 Granted De Grey Mining Ltd 80% E52/2474 Granted Emergent Resources Ltd 100% E52/2680 Application Emergent Resources Ltd 100% E52/2559 Application Emergent Resources Ltd 100% RAVEN GROUND E69/2685 Granted Raven Resources Pty Ltd 60% E52/2525 Granted Raven Resources Pty Ltd 60% RAINBOW BORE E51/1206 Granted Emergent Resources Ltd 100% CLARRIE WELL E51/1207 Granted Emergent Resources Ltd 100% FENCELINE E51/1208 Granted Emergent Resources Ltd 100% NORTH POOL E53/977 Granted Emergent Resources Ltd / Pandell Pty Ltd 80% E53/1301 Granted Emergent Resources Ltd / Pandell Pty Ltd 80% |
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