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FOCUS MINERALS LTD Interim / Quarterly Report 2013

Mar 30, 2014

64932_rns_2014-03-30_9516e7ea-6b6d-44c6-aa88-f3fc8e116404.pdf

Interim / Quarterly Report

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FOCUS MINERALS LTD

(ABN 56 005 470 799)

Financial Report

For the six months ended 31 December 2013

Contents

Corporate Information ....................................................................................................... 3 Directors’ Report ............................................................................................................... 4 Auditor’s Independence Declaration.............................................................................. 18 Statement of Comprehensive Income ............................................................................ 19 Statement of Financial Position ..................................................................................... 20 Statement of Changes in Equity ..................................................................................... 21 Statement of Cashflows .................................................................................................. 22 Notes to Financial Statements ........................................................................................ 23 Directors’ Declaration ...................................................................................................... 61 Independent Auditor’s Report ........................................................................................ 62

These financial statements are the consolidated financial statements of the consolidated entity consisting of Focus Minerals Ltd and its subsidiaries. The financial statements are presented in the Australian currency.

Focus Minerals Ltd is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Focus Minerals Ltd Level 2, 159 Adelaide Terrace East Perth, Western Australia 6004

A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of operations and activities contained in the directors’ report on pages 9 to 10 which are not part of these financial statements.

The financial statements were authorised for issue by the directors on 31 March 2014. The directors have the power to amend and reissue the financial statements.

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

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Corporate Information

ABN 56 005 470 799

Directors

Jisheng Lu Yuhuan Ge Bruce McComish Wanghong Yang Gerry Fahey Zaiqian Zhang

Chairman - Non-Executive, Non-Independent Director - Non-Executive, Non-Independent Director - Non-Executive, Non-Independent Director – Executive Director - Independent Alternate Director to Jisheng Lu - Executive

Company Secretary

Dane Etheridge

Registered and Head Office

Level 2 159 Adelaide Terrace East Perth WA 6004

PO Box 3233 East Perth WA 6892

Tel: +61 (0) 8 9215 7888 Fax: +61 (0) 8 9215 7889

Share Registry

Computershare Investor Services Pty Ltd Level 2 / Reserve Bank Building 45 St Georges Terrace Perth WA 6000

Auditor

PricewaterhouseCoopers 125 St Georges Terrace Perth WA 6000

Tel: +61 1300 557 010 Fax: +61 8 9323 2033

Tel: +61 8 9238 3000 Fax: +61 8 9238 3999

Bankers

National Australia Bank 100 St Georges Terrace Perth WA 6000

Solicitor

King and Wood Mallesons Level 30, 250 St Georges Terrace Perth WA 6000

Bank of China Perth Branch Ground Floor, 179 St Georges Terrace Perth WA 6000

Stock Exchange Listing

Australian Securities Exchange (ASX) ASX Symbol: FML

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Directors’ Report

The Directors present their report on the Group comprising of Focus Minerals Limited – the parent company (referred to as “the Company”) – and its subsidiaries (together referred to as ‘the Group’ or ‘Focus’) at the end of, or during the sixmonth period ended 31 December 2013.

Change of Year End and Reporting Period of Six Months

The Company has changed its financial year end from 30 June to 31 December, which enables the Company to align its financial reporting period with its major shareholder, Shandong Gold International Mining Corporation Limited. This change means the Financial Reports of the Company are transitional from 1 July 2013 to 31 December 2013. The comparatives in the various financial statements are therefore for a six-month period ended 31 December 2013 versus a twelve-month period ended 30 June 2013.

Directors

The directors of the Company at any time during or since the end of the six-month period are:

Name Designation & Independence Status
Jisheng Lu Chairman - Non-Executive, Non-Independent (appointed as Director on 5 July 2013, elected
as Chairman on 29 November 2013)
Yuhuan Ge Director - Non-Executive, Non-Independent (appointed on 5 July 2013)
Bruce McComish Director - Non-Executive, Non-Independent
Wanghong Yang Director – Executive, Interim CEO (appointed on 5 July 2013, became executive on 2
September 2013)
Gerry Fahey Director – Independent
Zaiqian Zhang Alternate Director to Jisheng Lu – Executive (appointed on 5 July 2013)
Donald Taig Executive Chairman and Acting CEO (resigned on 29 November 2013)
Phillip Lockyer Director – Independent (retired on 28 November 2013)
Zhongyi Li Director - Non-Executive, Non-Independent (appointed on 21 December 2012 and resigned
on 5 Jul 2013)
Dahui Zhang Director - Non-Executive, Non-Independent (appointed on 21 December 2012 and resigned
on 5 Jul 2013)
Michael Guo Director - Non-Executive, Non-Independent (appointed on 21 December 2012 and resigned
on 5 Jul 2013)

Details of the directors’ qualifications, experience, special responsibilities and details of directorships of other listed companies can be found on pages 5 to 6 and in the remuneration report on pages 11 to 16.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Information on Directors, Officers and Senior Management

Directors Designation &
Independence
Status
Experience, Expertise & Qualifications
Jisheng Lu
Appointed as
Director on 5 July
2013
Elected as
Chairman on 29
November 2013
Chairman
Non-Executive
Non-Independent
Mr Lu is the Chairman of Shandong Gold International Mining Corporation
Limited.
Mr Lu has over 30 years’ experience in mining with a geology background. He
worked at the Yinan Gold Mine from 1985 to 2001 where he became the
Division Director and Assistant General Manager. Between 2001 and 2009 he
was Deputy General Manager of Qingdao Co., Ltd and Changyi Mining Co.,
Ltd, both are Shandong Gold Group’s subsidiaries. Until December 2012 he
was the Deputy General Manager of Shandong Gold Nonferrous Metal Mining
Co., Ltd and General Manager of Jinhongling Mining Limited of Inner Mongolia.
He then became the Vice Chairman and General Manager of Shandong Gold
Non-ferrous Metals Mining Group.
Directorships of other ASX listed companies: Nil
Yuhuan Ge
Appointed on 5
July 2013
Director
Non-Executive
Non-Independent
Mr Ge became Vice Chairman and Deputy General Manager of Shandong
Gold International Mining Corporation Limited in 2010, and is also a director of
Canada’s Integra Gold Corporation. Mr Ge has over 30 years’ experiences in
mining with a background in Engineering.
From 1982 to 2002 he worked for the Shandong Gold Group’s in a range of
management roles. He has considerable international experience and from
2002 to 2010 he was the Chairman & General Manager of Jinyan Corporation
Limited in Venezuela and Chairman of Shandong Gold Jinwang Corporation
Limited in Suriname.
Directorships of other ASX listed companies: Nil
Bruce
McComish
Appointed on 18
April 2011
Director
Non-Executive
Non-Independent
Qualifications: BCA(Hons), FCA, FCPA
Mr McComish is the former chairman of stockbroking firm BBY. He has held
senior management positions for a number of Australian and international
companies including the National Australia Bank, where he served as Chief
Financial Officer from 1994 to 1998, and North Limited, where he was the
executive general manager of corporate affairs from 1992-1994. Mr McComish
worked for Unilever Plc. for 18 years in senior financial positions around the
world. He holds a Bachelor of Commerce and Administration from Victoria
University of Wellington and is a Qualified Accountant.
Directorships of other ASX listed companies: Nil

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Wanghong Yang
Appointed on 5
July 2013
Director
Executive
Interim CEO
Mr Yang is the Interim CEO at Focus Minerals Ltd, prior to this role he
worked at Shandong Gold International Mining Corporation Limited as
Financial Controller. He joined Shandong Gold Group in 2008 as the
Group’s Senior Manager of Capital Management before becoming the
Deputy General Manager of Shandong Gold International Mining
Corporation Limited.
Mr Yang began his career with the China Machinery Industry Supply and
Sale Corporation, working in a number of management roles between 1986
and 1999. During this time he also spent three years based in Nigeria. In
2000, he joined Success Group Co., Ltd, to coordinate and manage the
Group’s investment projects in China prior to joining China Overseas
Holdings Limited in 2002.
Mr Yang has a Bachelor’s degree in Accounting from Renmin University of
China and a Master’s degree in Applied Finance from Macquarie
University.
Directorships of other ASX listed companies: Nil
Gerry Fahey
Appointed on 18
April 2011
Director
Independent
Qualifications: M.AIG, M.AusIMN
Mr Fahey is a geologist with over 35 years’ experience. He was chief
geologist for Delta Gold between 1992-2002 where he gained extensive
resource, mine development and feasibility study experience on projects
including Kanowna Belle and Sunrise in Australia and Ngezi Platinum in
Zimbabwe. Mr Fahey began his career as a mine geologist in the Irish
base-metals industry on projects such as Tynagh, Avoca, and Tara Mines
(Navan) owned by Noranda and later Outokumpu. On migrating to
Australia in 1988, he gained further operational experience in Western
Australia and the Northern Territory (Whim Creek and Dominion Mining),
prior to joining Delta Gold. He formed FinOre Mining Consultants in 2005,
which merged with CSA in 2006.
Mr Fahey is a Fellow of the Joint Ore Reserve Committee (JORC) and a
former Board Member (Federal Councillor) for the Australian Institute of
Geoscientists (AIG).
Directorships of other ASX listed companies:

Prospect Resources Limited (non-executive director: appointed
July2013,ongoing)
Zaiqian Zhang
Appointed on 5
July 2013
Alternate Director
Executive
Qualifications: BSc (Hons), MSc
Mr Zhang joined Focus Minerals Ltd in September 2013 as a Senior
Accountant. Prior to this Mr Zhang served as the Deputy Manager,
Department of Investment and Development for Shandong Gold
International Mining Corporation Limited. Mr Zhang has a degree of
Bachelor of Science (Hons) Accounting for Management with one year
placement at Xerox as a Financial Analyst and a degree of MSc Accounting
and Finance from Aston University, Birmingham, United Kingdom.
Directorships of other ASX listed companies: Nil

Note: For director’s special responsibilities during the six months period ended 31 December 2013, please refer to the Remuneration Report

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Senior Management

Wanghong Yang – Interim Chief Executive Officer

Mr. Yang joined Focus Minerals Limited on 2 September 2013 as the General Manager – Finance. Following the former Chairman and Acting CEO - Donald Taig’s resignation on 29 November 2013, Mr Yang was appointed as the Interim CEO by the board of directors.

Please refer to the directors’ section for more information about Mr Yang.

Dane Etheridge – Company Secretary and General Manager of Business Development

Qualifications: BCom (Hons), MAppFin, PhD, CFA, F Fin Appointed: 25 March 2014

Dr Etheridge is a Chartered Financial Analyst charterholder, a Fellow of the Financial Services Institute of Australasia and a certificated member of Governance Institute of Australia. Dr Etheridge has a diverse professional background including finance academia, corporate advisory, Board performance reviewing and professional development, and senior management of ASX listed and not for profit organisations.

In his most recent position prior to Focus Minerals Dr Etheridge played a key role in advising Boards and senior management of large ASX listed and Government enterprises with the strategy consulting firm Chauvel Group.

Interests in the Shares and Options of the Company and Related Bodies Corporate

At the date of this report, the direct and indirect interests of directors in the shares and options of the Company were:

Ordinary Shares Options(Unlisted)
Gerry Fahey 641,000 -
Bruce McComish 250,000 -
Jisheng Lu* 4,501,997,651 -
Yuhuan Ge* 4,501,997,651 -
Wanghong Yang* 4,501,997,651 -
Zaiqian Zhang - -

*Mr Lu, Mr Ge and Mr Yang hold indirect interest of the company through Shandong Gold International Mining Corporation Limited, for whom they are executives.

Directors’ Meetings

The number of meetings of directors (including meetings of committees of directors) held during the six months and the number of meetings attended by each director was as follows:

Board Audit and Risk
Committee
Audit and Risk
Committee
Remuneration
Committee
Remuneration
Committee
Technical
Committee
Technical
Committee
A B A B A B A B
Current Directors
Jisheng Lu 5 5 - - - - 1 1
Yuhuan Ge 3 5 - - - - 1 1
Wanghong Yang 5 5 - - - - - -
Gerry Fahey 5 6 1 1 - - 1 1
Bruce McComish 6 6 1 1 - - - -

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Board Audit and Risk
Committee
Audit and Risk
Committee
Remuneration
Committee
Remuneration
Committee
Technical
Committee
Technical
Committee
A B A B A B A B
Former Directors
Donald Taig 6 6 - - - - - 1
Phillip Lockyer 6 6 1 1 - - - 1
Zhongyi Li - 1 - - - - - -
Dahui Zhang - 1 - - - - - -
Michael Guo - 1 - - - - - -

A – Number of meetings attended.

B – Number of meetings held during the time the director held office or was a member of the relevant committee during the year.

Capital Structure

Ordinary shares

As at the date of this report, the Company had on issue 9,137,375,877 fully paid ordinary shares.

Share Options

Options Issued

There were no options issued during the current period. During the 12-month period ended 30 June 2013, the Company issued 15,000,000 unlisted options at an exercise price of five cents and an expiry date of 28 February 2016 as consideration for acquiring Focus Minerals (Laverton) Pty Ltd (formerly known as Crescent Gold Ltd). These options vested upon issue.

Options Exercised

There were no options exercised during the current period nor during the 6-month period ended 31 December 2013.

Options Lapsed

There were no options lapsed during the current period. During the 12-month period ended 30 June 2013, a total of 10,000,000 options to acquire shares at an exercise price of 12.3 cents, 14,116,923 options to acquire shares at an exercise price of 7.5 cents and 14,116,923 options to acquire shares at an exercise price of 7.8 cents lapsed on cessation of employment.

As at the date of this report, details of unissued ordinary shares under options are as follows:

Issuing Entity
Focus Minerals Ltd
Focus Minerals Ltd
Total Options on issue
Number of
Options
Exercise Price
Cents per Share
Fair Value at
grant date – cents
per share
Expiry Date
15,000,000
5.00
0.40
28/02/2016
13,500,000
12.30
0.30
30/06/2014
28,500,000

Principal Activities

The principal activity of the Group during the six-month period was gold exploration in Western Australia.

On 17 July 2013, Focus announced to the market that the Company had decided to suspend its Coolgardie operations – being its lasting remaining producing assets; due to high production costs and a decreasing gold price.

On 20 September 2013, Focus announced that the Company had started a new set of exploration drilling programmes in Coolgardie.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Review of Operations

Key events between 1 July 2013 and 31 December 2013 were as follows:

Mining

Coolgardie mining operations were ceased during the current period and the mill was shut down after processing all available ore and retrieving all gold in circuit. The Coolgardie site is now on care and maintenance with exploration being the sole activity. The Laverton site was placed on care and maintenance in the previous year.

Exploration & Resource Development

In the six months ended 31 December 2013, Focus drilled 33 RC holes and seven diamond holes for a total of 6,904m of exploration at Coolgardie (4,758m) and Laverton (2,146m). 20 RAB holes were also drilled at Laverton on a small reconnaissance program.

At Coolgardie a number of short drilling programs were completed along the Bayleys Line of workings, on two Kings Crossstyle targets and also to the north of Perseverance. Although results from these programs were disappointing they consisted of only a small number of holes into each target, and further work is required to continue assessment of the targets’ potential.

A more significant program was drilled at Brilliant, with five deep holes testing the continuity of mineralisation and structure at depths of up to 500m below surface. As discussed in the December quarterly report the results were encouraging, and more drilling has been planned to further test this area as well as strike extensions to the north.

At Laverton 13 RC holes were drilled in three broad-spaced fences across the Karridale area south of Burtville. Results were encouraging and further work is planned for this area as part of the ongoing Laverton exploration program. These results were discussed in the September quarterly report.

Impairments of Mine Assets

The six months period review of Focus Minerals group asset carrying values in the context of a lower gold price environment, combined with a gold industry facing high costs and the suspension of our operations at both Coolgardie and Laverton has resulted in a further impairment of the carrying values of some assets. The impairment assessment was conducted using an independent expert firm and as a result, Focus Minerals has recorded a further impairment write off of $113,229,000 after tax on the following items:

IMPAIRMENT
$’000s
Exploration Mine Property Property Plant
& Equipment
Total
Coolgardie 17,935 26,579 9,086 53,601
Laverton 31,832 17,372 10,424 59,628
Total 49,767 43,951 19,510 113,229

Corporate

There were no issues of capital during the six-month period ended 31 December 2013. There were no changes in the number of options on issue.

At period end the Group had $1.2 million in Commercial Hire Purchase debt.

At period end the Group had nil ounces of gold forward selling.

Net cash outflow from operations totalled $27 million (June 2013: $58.6 million outflow).

At the period end the Group had $81.239 million in Cash and Cash Equivalents (June 2013: $114.159 million).

Operating result for the year

Consolidated Net Profit for the six-month period ended 31 December 2013 was a loss of $132.8 million (June 2013:$171.5 million loss for the full 12 months).

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Dividends

No dividends have been paid or provided in the six-month period (prior year: nil).

Earnings per Share
31 December 30 June
2013 2013
Basic loss per share (cents per share) (1.45) (2.47)
Diluted loss per share (cents per share) (1.45) (2.47)

Significant Changes in the State of Affairs

In conjunction with the Review of Operations section above, the following are significant changes in the state of affairs of the consolidated group to balance date:

On 30th April 2013 the company announced its Laverton operations would be placed on care and maintenance. In June 2013 the Board reviewed the Coolgardie operations profitability and determined that a closure was required and on 17 July 2013 the company announced the Coolgardie operations would be placed on care and maintenance.

During the current period, the Company repaid an $8m term loan to Investec Bank funded by a cash deposit which was backing the loan. The Company’s borrowings now consist only of commercial hire purchase agreements.

During the current period, the Company also has significantly reduced its trade payable position from $13.7m as at 30 June 2013 to $0.8m as at 31 December 2013 and has also paid for all the shut down and redundancy costs it previously provided for at 30 June 2013.

Significant Events after Balance Date

Except as otherwise disclosed in this report, there has not been any matter or circumstance that has arisen after the balance date that has significantly affected, or may significantly effect, the operations of the consolidated group, the results of those operations, or the state of affairs of the consolidated group in future financial periods.

Likely Developments and Expected Results

The Company has now entered an exploration only phase and it is not possible to predict likely developments and expected results as these will be dependent upon exploration success and conversion of existing resources.

Environmental Regulations

The Group’s operations hold licences issued by the relevant regulatory authorities. These licences specify the limits and regulate the management associated with the operations of the Company. At the date of this report the Company is not aware of any breach of those environmental regulations which apply to the Group’s operations. The Group continues to comply with its specified regulations.

Indemnification and Insurance of Directors and Officers

The Company has paid premiums of $29,000 (June 2013: $58,000) to insure the directors and officers of the Group against liabilities for costs and expenses incurred by them in defending legal proceedings arising out of their conduct while acting in the capacity of director or officer of the Group, other than conduct involving a wilful breach of duty in relation to the Company.

The Company signed Deeds of Release with Mr Donald Taig and Mr Phillip Lockyer upon their resignation and retirement respectively during the six-month period ended 31 December 2013.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Remuneration Report (Audited)

This report, prepared in accordance with the Corporations Act 2001 , contains detailed information regarding the remuneration arrangements for the Directors and Senior Executives who are the ‘key management personnel’ (KMP) of Focus Minerals Ltd (“Company”) and the consolidated group. The Board, in consultation with industry and proxy representatives, formed the view that the three most senior people in the organisation, being the Chief Executive Officer (CEO), the Chief Operating Officer (COO) and the Chief Financial Officer (CFO)/Company Secretary are the only three executives who satisfy the “key management personnel” criteria during the period. The tables disclosing remuneration for this period and comparatives only include these KMP.

The KMP for the six-month period ended 31 December 2013 are listed in the table below:

Current Directors Capacity Change during the Six-Month Period
JishengLu1 Non-Executive,Non-Independent Appointed on 5 July2013
Bruce McComish Non-Executive,Non-Independent None
Yuhuan Ge Non-Executive,Non-Independent Appointed on 5 July2013
GerryFahey Independent None
WanghongYang2 Executive,Interim CEO Appointed on 5 July2013
Zaiqian Zhang Alternate director,Executive Appointed on 5 July2013
Former Directors Capacity Change during the Six-Month Period
Donald Taig3 Chairman and Acting CEO Resigned on 29 November 2013
Philip Lockyer Independent Retired on 28 November 2013
Zhongyi Li4 Non-Executive, Non-Independent Appointed on 21 December 2012 and
resigned on 5 July2013
Dahui Zhang4 Non-Executive, Non-Independent Appointed on 21 December 2012 and
resigned on 5 July2013
Michael Guo4 Non-Executive, Non-Independent Appointed on 21 December 2012 and
resigned on 5 July2013
Former Executives Capacity Change during the Six-Month Period
Mark Hine COO Made redundant on 30 September 2013
Paul Fromson5 CFO and CompanySecretary See Footnote 5 for details

There were no other changes of the Board or key management personnel between the balance sheet date and the date this financial report was authorised for issue.

Remuneration Objectives

It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating directors and key executives fairly and appropriately with reference to relevant employment market conditions.

The expected outcomes of the remuneration structure are:

  • Retaining and motivating key executives; and

  • Attracting high quality management to the Company.

1 With the resignation from Mr Taig, Mr Lu was elected as the Chairman of the Board on 29 November 2013.

2 With the resignation from Mr Taig, Mr Yang was appointed as the Interim CEO of the Company on 29 November 2013.

3 The Board accepted Mr Taig’s resignation as Director (Chairman) and Acting CEO on 29 November 2013.

4 The three original Non-Executive Directors from Shandong Gold all resigned from the Board on 5 July 2013, being replaced by three new directors from within Shandong Gold due to management changes.

5 Mr Fromson was originally made redundant by the former Chairman and Acting CEO, effective from 30 November 2013. On 1 December 2013, under the instruction of the Board, Mr Fromson was asked to continue his position as the CFO and Company Secretary on a consulting basis to support the newly appointed Interim CEO. Mr Fromson was also responsible for investor relations and human resources aspects of the Company. Mr Fromson resigned from the consulting role on 25 March 2014.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Remuneration Committee Established

The Board is responsible for determining and reviewing compensation arrangements for the directors themselves and the Chief Executive Officer and executive team. The Board has established a Remuneration Committee, comprising of all the non-executive directors.

Members of the Remuneration Committee during the period were:

  • Gerry Fahey - Committee Chairman

  • Jisheng Lu

  • Bruce McComish

  • Phillip Lockyer

Following Mr Lockyer’s retirement on 28 November 2013, Mr Fahey was elected as the Chairman of the Committee; and added Mr Lu as a member of the Committee.

For details on the number of meetings of the Remuneration Committee held during the year and the attendees at those meetings, refer to the Directors’ Meeting section of this Report.

Compensation of Key Management Personnel

Remuneration Structure

In accordance with best practice of the Corporate Governance Principles and Recommendations with 2010 Amendments, the structure of non-executive director remuneration is separate and distinct.

Remuneration Committee

The Remuneration Committee of the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the directors, the CEO and the senior executive team.

The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of directors and senior executives on a periodic basis by reference to relevant employment market conditions with an overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team, subject to the following section relating to non-executive directors.

Non-Executive Director Remuneration

The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external shareholders as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.

Each non-executive director receives a fee for being a director of the Company.

The Company introduced a Retirement Allowance in 2011 for the long term service of Director’s, tied solely to their current Director’s Fee at the time of retirement (Fixed Component). The application of the allowance was back dated to the time the directors commenced in their role.

The allowance is as follows:

  • 3 - 5 Years’ Service – 25% of annual fees on retirement

  • 5 - 8 Years’ Service – 50% of annual fees on retirement

  • 8+ Years’ Service – 100% of annual fees on retirement

During the six-month period, the Company paid Mr Phillip Lockyer a $25,000 retirement allowance for his seven years of service; and paid Mr Donald Taig $80,000 upon his resignation for ten years of service.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

The committees of the Board, as of the date of this report their Chair and members are presently as follows:

Board Member Position Audit & Risk Technical Remuneration Appointments
Jisheng Lu Director
Non-Executive
Non-Independent
M M M M
Yuhuan Ge Director
Non-Executive
Non-Independent
- M M M
Bruce McComish Director
Non-Executive
Non-Independent
M - C M
Gerry Fahey Director
Independent
C C M C
Wanghong Yang Director
Executive
- - - -
Zaiqian Zhang Alternate Director
Executive
- - - -

C=Chairman, M=Member

The following fees have applied:

 Chairman $80,000 per annum  Other directors $50,000 per annum

The technical committee representatives are paid day rates for their services which are separate to base director fees.

The compensation provided to the Directors in these circumstances is based upon an hourly fee which represents the variable nature of the time involved and does not load the corporate overhead with another fixed component. As a result, the components of the Director’s remuneration will vary as to work and time and will be made up of 1) Fixed fee for Board meetings at less than the 50[th] percentile established from comparable published specialist remuneration consultants and 2) a variable component based upon work load and time to chair and contribute to Board Committees.

According to the contract between Bruce McComish and Shandong Gold, Shandong Gold pays $15,000 extra per annum for him being a Shandong Gold representative on the board.

At present, the maximum aggregate remuneration of directors’ fees for non-executive directors is $700,000 per annum of which $278,000 is currently paid to directors as fees (Three non-executive directors and the Chairman as per the above rates. Mr Wanghong Yang is paid a salary as an executive director).

The remuneration of non-executive directors for the six-month period ended 31 December 2013 is detailed in the remuneration table.

Senior Executive and Executive Director Remuneration

Remuneration primarily consists of fixed and performance based remuneration where determined by the Remuneration Committee. The Company had established an equity based scheme that will allow the executive team to share in the success of Focus Minerals Ltd. Any Issue of an equity component to executive directors is subject to the approval of shareholders in general meeting and it is a policy of the current Board that Directors do not participate in equity based proposals.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Fixed Remuneration

Fixed remuneration is reviewed annually by the Remuneration Committee. The process consists of a review of relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices. The Committee has access to external, independent advice where necessary.

Senior managers are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits such as motor vehicles and expense payment plans. It is intended that the manner of payment chosen will be optimal for the recipient without creating additional cost for the Group.

Performance Based Remuneration

The key performance indicators (KPIs) are set annually, with a certain level of consultation with key management personnel to ensure a common understanding. The KPI’s are specifically tailored to the areas each individual is involved in and has a level of control over. The KPIs target areas the Board believes hold greater potential for group expansion and profit, covering financial and non-financial as well as short and long-term goals or achievement of specific projects or tasks. The level set for each KPI is based on budgeted figures for the Group and completion of defined projects or tasks within defined timeframes. The bonuses applicable to key management personnel are a maximum of 25-50% of the base salary applicable to each executive and the final amount payable as disclosed in the remuneration table is subject to KPI achievement and Company financial performance. Maximum amount, actual amount agreed and communicated by the Remuneration Committee annually. The decision to agree and award a bonus is at the discretion of the recommendation of the CEO and approval of the Remuneration Committee.

In determining whether or not a KPI has been achieved, the Remuneration Committee bases the assessment on audited figures or on verifiable achievement of the relevant KPI. During the six-month period, it was decided to not award bonuses.

The Company has issued share options in previous years to certain key employees. The options are subject to vesting criteria related to the company’s performance as follows:

Vesting of the options is subject to the Company achieving a Total Shareholder Return for the 12 month period prior to the applicable Vesting Date of at least within the 2nd quartile of Total Shareholder Returns for the Comparable Entities. Comparable Entities have been determined to be 12 gold producing companies listed on established stock exchanges and with operations predominately located within the Western Australian Eastern Goldfields region.

Total Shareholder Return is defined as the change in capital value per share of an entity over a 12 month period, plus dividends per share, expressed as a plus or minus percentage of their opening value.

No options were issued during the six-month period. At this stage, no LTI programmes are in place. It is intended to implement an appropriate LTI at a future date.

Key Management Personnel Contracts

The key terms of the employment contracts for the key management personnel are summarised as follows:

Wanghong Yang – Interim Chief Executive Officer[6]

Base Salary: $245,000 per annum plus 9.25% superannuation Term: Four years starting from 2 September 2013 Termination: Four weeks’ notice Paul Fromson – Former Chief Financial Officer and Company Secretary[[7]] Rate: $1,250 per diem Term: One year (three days per week plus extra days if agreed) starting from 1 January 2014 Termination: One month’s notice

Paul Fromson – Former Chief Financial Officer and Company Secretary[[7]]

6 Mr Yang’s remuneration as the General Manager – Finance remains unchanged after he was appointed as the Interim CEO on 29 November 2013.

7 Mr Fromson was engaged on a consulting basis via his private entity and he resigned on 25 March 2014.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Remuneration Tables

Directors’ remuneration for the six-month period ended 31 December 2013.

Short-Term
Benefits
Short-Term
Benefits
Short-Term
Benefits
Post-Employment
Benefits
Post-Employment
Benefits
%
’$000 Salary Fees Other Super-
annuation
Bonus Total Performance
Related
Current Directors
JishengLu8 - 39 - - - 39 -
Yuhuan Ge8 - 25 - - - 25 -
WanghongYang8 82 25 - 8 - 115 -
GerryFahey - 25 - 2 - 27 -
Bruce McComish - 33 - 3 - 36 -
Zaiqian Zhang 44 - - 4 - 48 -
Former Directors
Zhongyi Li8 - - - - - -
Dahui Zhang8 - - - - - -
Michael Guo8 - - - - - -
PhillipLockyer9 21 25 2 - 48 -
Donald Taig10 211 34 80 25 - 350 -
Total 337 202 105 44 - 688 -

Directors’ remuneration for the 12-month period ended 30 June 2013.

Short-Term
Benefits
Short-Term
Benefits
Post-Employment
Benefits
Post-Employment
Benefits
%
’$000 Salary &
Fees
Other Super-
annuation
Bonus Total Performance
Related
Then Current Directors
Donald Taig 480 - 34 - 514 -
Phillip Lockyer 52 - 5 - 57 -
Gerry Fahey 60 - 5 - 65 -
Bruce McComish 59 - 5 - 64 -
Zhongyi Li8 32 - - - 32 -
Dahui Zhang8 32 - - - 32 -
Michael Guo8 32 - - - 32 -
Zaiqian Zhang - - - - - -
Total 747 - 49 - 796 -

8 According to their employment contracts, their directors’ fees belong to Shandong Gold.

9 Pursuant to his contract and Focus policy, Mr Lockyer was paid $25,000 on his retirement, representing fifty percent of his annual Director fees for seven years’ service.

10 Pursuant to his contract and Focus policy, Mr Taig was paid $80,000 on his retirement, representing one hundred percent of his annual Director fees for ten years’ service.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Remuneration of the key management personnel for the six-month period ended 31 December 2013.

Short-Term
Benefits
Short-Term
Benefits
Post-Employment
Benefits
Post-Employment
Benefits
%
’$000 Salary Fees Other Super-
annuation
Bonus Total Performance
Related
Former Executives
Paul Fromson11 132 - 177 12 - 321 -
Mark Hine12 100 - 276 9 - 385 -

Remuneration of the key management personnel for the 12-month period ended 30 June 2013.

Short-Term
Benefits
Short-Term
Benefits
Post-Employment
Benefits
Post-Employment
Benefits
%
’$000 Salary &
Fees
Other Super-
annuation
Bonus Total Performance
Related
Then Current Executives
Campbell Baird13 152 207 32 - 391 -
Mark Hine 370 - 35 20 425 4.7%
Paul Fromson 293 - 26 - 319 -

Relationship between Remuneration and Focus Minerals’ Performance

The majority of salary is fixed while small portions of remuneration, such as bonus and share option, are linked to the Company’s performance. Although there is some linkage to the Company’s performance, it is not closely aligned.

The following table shows key performance indicators for the Group over the last five reporting periods:

6 months to
31 December
12 months to
30 June
12 months to
30 June
12 months to
30 June
12 months to
30 June
‘$000’s 2013 2013 2012 2011 2010
Profit attributable to the
owners of Focus Minerals Ltd
(132,872) (171,523) 6,844 7,645 10,882
Basic earningsper share (CPS) (1.45) (2.47) 0.15 0.26 0.39
Dividend payments $ n/a n/a n/a n/a n/a
Dividendpayout ratio n/a n/a n/a n/a n/a
Share Price as at the end of
theperiod
$ 0.012 0.014 0.037 0.070 0.051
Increase/(Decrease) in share
price
(14%) (62%) (47%) 37% 89%
Total KMP incentive as
percentage of profit/loss for
the year
% - - 0.70% 1.56% 1.47%

This is the end of the remuneration report.

11 Mr Fromson was made redundant on 30 November 2013. Other short-term benefits are termination benefit.

12 Mr Hine was made redundant on 30 September 2013 and subsequently employed as a consultant at $2,000 per diem for 24 days at 2 days per week by the former Chairman and Acting CEO. Other short-term benefits are termination benefit.

13 Mr Baird resigned as the Chief Executive Officer in February 2013. Other short-term benefits are termination benefit.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

Proceedings on Behalf of the Company

Other than as disclosed in this report no person has applied for leave of Court to bring proceedings on behalf of the Company or 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 any 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.

Non-Audit Services

During the six months period ended 31 December 2013 no non-audit services were provided by Focus’s auditors.

Auditor’s Independence Declaration

The auditor’s independence declaration for the six months period ended 31 December 2013 has been received and can be found on page 18 of the Financial Report.

Rounding of Amounts

The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.

This Report of the Directors is signed in accordance with a resolution of the Board of Directors.

==> picture [116 x 52] intentionally omitted <==

Jisheng Lu Chairman 31 March 2014 Jinan, China

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

==> picture [420 x 631] intentionally omitted <==

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE SIX MONTHS PERIOD ENDED 31 DECEMBER 2013

Notes
Revenue from continuing operations
2(a)
Other Income
2(b)
Cost of Sales
Changes in inventories
Employee expenses
Depreciation and Amortisation Expenses
2(c)
Finance Costs
Takeover Costs
Impairment expense
2(c)
Write-off of dropped tenements and inventories
2(c)
Care and Maintenance Costs
Shutdown costs
Corporate and Other Expenses
2(c)
Loss Before Income Tax
Income Tax Expense
3
Loss After Income Tax for the Period
Other Comprehensive Income for the Period, Net of Tax
Total Comprehensive Loss for the Period
Total Comprehensive Loss Attributable to:
Non-Controlling Interest
8(a)
Owners of the Parent
Total Comprehensive Loss for the Period
Earnings per Share
Basic Loss per Share (Cents Per Share)
5
Diluted Loss per Share (Cents Per Share)
5
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
15,846
218,749
1,517
1,137
(6,618)
(189,751)
(6,583)
(16,294)
(6,489)
(33,673)
(4,158)
(37,056)
(204)
(1,582)
(43)
(4,030)
(113,229)
(85,652)
(8,695)
-
(593)
-
-
(12,055)
(3,623)
(11,316)
(132,872)
(171,523)
-
-
(132,872)
(171,523)
-
-
(132,872)
(171,523)
-
(4,989)
(132,872)
(166,534)
(132,872)
(171,523)
(1.45)
(2.47)
(1.45)
(2.47)

The accompanying notes form part of these financial statements.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2013

Notes
Assets
Current Assets
Cash and Cash Equivalents
6
Restricted Cash
6
Trade and Other Receivables
7
Inventories
9
Other Current Assets
Financial Assets
10
Total Current Assets
Non-Current Assets
Restricted Cash
6
Plant and Equipment
12
Mine Properties and Development
13
Exploration and Evaluation Assets
14
Total Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Trade and Other Payables
16
Interest Bearing Liabilities
18
Provisions
17
Total Current Liabilities
Non-Current Liabilities
Interest Bearing Liabilities
18
Provisions
17
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued Capital
19 (a)
Reserves
19 (d)
Non-Controlling Interest
8
Accumulated Losses
Total Equity
Consolidated
31 December
30 June
2013
$’000
2013
$’000
81,239
114,159
166
8,541
813
2,105
2,894
9,477
-
138
600
467
85,712
134,887
18,035
16,891
12,115
37,423
6,876
42,971
37,059
91,177
74,085
188,462
159,797
323,349
1,396
21,206
1,018
9,808
2,136
7,269
4,550
38,283
227
514
25,003
21,664
25,230
22,178
29,780
60,461
130,017
262,888
427,167
427,167
(6,995)
(6,995)
-
-
(290,155)
(157,283)
130,017
262,889

The accompanying notes form part of these financial statements.

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Focus Minerals Ltd – Financial Report for the six months period ended 31 December 2013

STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS PERIOD ENDED 31 DECEMBER 2013

Notes Issued
Capital
Retained
Earnings /
(Accumulated
Losses)
Reserves Non-
Controlling
Interest
Total
$’000 $’000 $’000 $’000 $’000
Balance as at 30 June 2012 203,910 9,251 (1,732) 5,000 216,429
Total Comprehensive Income for the
year
- (166,534) - (4,989) (171,523)
Share Option Reserve - - 60 - 60
Shares Issued in the year –
Placement (Net of Transaction Cost)
217,923 - - - 217,923
Shares Issued in the year to Acquire
Non-Controlling Interest (Net of
8 5,334 - (5,323) (11) -
Transaction Cost)
Balance as at 30 June 2013 427,167 (157,283) (6,995) - 262,889
Total Comprehensive Income for the
Period
- (132,872) - - (132,872)
Balance as at 31 December 2013 427,167 (290,155) (6,995) - 130,017

The accompanying notes form part of these financial statements.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

STATEMENT OF CASHFLOWS

FOR THE SIX MONTHS PERIOD ENDED 31 DECEMBER 2013

Notes
Cash Flows from Operating Activities
Receipts from Customers (Including GST)
Payments to Suppliers and Employees (Including GST)
Royalties Paid
Other Income
Takeover Costs
Shutdown Costs
Interest Received
Finance Costs
Net Cash (Outflow) / Inflow from Operating Activities
6(ii)
Cash Flows from Investing Activities
Proceeds from Sale of Non-Current Assets
Acquisition of Plant and Equipment
Mine Development Expenditure
Exploration Expenditure
Net Cash Outflow from Investing Activities
Cash flows from Financing Activities
Proceeds from Issue of Shares (Net of Transaction Cost)
Repayment of Loan
Drawn down of deposit relating to Loan Offset Facility
Payment for Loan Offset Facility
Net payments for Performance Bonds
Net Cash (Outflow)/Inflow from Financing Activities
Net (Decrease) / Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at the Beginning of the Period
Cash and Cash Equivalents at the Ending of the Period
6(i)
Consolidated
6 months to
31 December
12 months to
30 June
2013
’$000
2013
’$000
16,408
241,119
(43,915)
(273,991)
(2,350)
(23,406)
995
600
(43)
(4,037)
-
(2,189)
2,104
3,581
(204)
(286)
(27,005)
(58,609)
514
850
(158)
(2,300)
(1,265)
(18,907)
(4,238)
(15,236)
(5,147)
(35,593)
-
217,923
(8,000)
-
8,000
-
-
(8,000)
(769)
(4,166)
(769)
205,757
(32,920)
111,555
114,159
2,604
81,239
114,159

The accompanying notes form part of these financial statements.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Focus Minerals Ltd (‘the parent entity’) and its subsidiaries (the ‘Group’).

(a) Basis of Preparation

The financial report is a general-purpose financial report, which has been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The parent entity has applied the relief available to it under ASIC Class Order 98/100 and accordingly, amounts in the financial statements and directors’ report have been rounded off to the nearest $1,000.

The consolidated financial statements are presented in Australian dollars (AUD), which is also the functional currency of the parent company.

The financial report covers the consolidated financial statements of Focus Minerals Ltd and controlled entities. Focus Minerals Ltd is a for-profit, listed public company, incorporated and domiciled in Australia.

The financial report of Focus Minerals Ltd and controlled entities comply with Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The financial report has been prepared on an accrual basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected financial assets.

The financial information for the parent entity, Focus Minerals Ltd, disclosed in note 23 has been prepared on the same basis as the consolidated financial statements.

The Company has changed its financial year end from 30 June to 31 December, which enables the Company to align its financial reporting period with its major shareholder, Shandong Gold International Mining Corporation Limited. This change means the Financial Report of the Company is transitional from 1 July 2013 to 31 December 2013. The comparatives in the various financial statements are therefore for a six month period ended 31 December 2013 versus a twelve month period ended 30 June 2013.

(b) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer.

(c) Principles of Consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Focus Minerals Ltd at the end of the reporting period and from time to time during the year. A controlled entity is any entity over which Focus Minerals Limited has the power to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are also considered.

Where controlled entities have entered or left the Group during the year, the financial performance of those entities are included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 22 to the financial statements.

The acquisition method of accounting is used to account for business combinations by the Group (refer to note 1(e)).

In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are shown separately within the Equity section of the consolidated Statement of Financial Position and Statement of Comprehensive Income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of Focus Minerals Ltd. When the Group ceases to have control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit of loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associated, jointly controlled entity or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets of liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate. If the ownership interest in a jointly-controlled entity or an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

(d) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. The following specific recognition criteria must also be met before revenue is recognised:

Gold and Silver Sales: Revenue from the production of gold and silver is recognised when the Group has passed control and risk to the buyer.

Rendering of Services: Revenue from the rendering of services provided is recognised when the service is provided charged on the per unit rate as agreed in contracts of service.

Interest Income: Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

Dividends: Revenue is recognised when the Group’s right to receive the payment is established.

Rental Income: Rental income from mining leases is accounted for on a straight-line basis over the lease term. Contingent rental income is recognised as income in the periods in which it is earned.

(e) Business Combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.

The excess of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

24 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

(f) Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognised at their fair value or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the general policy on borrowing costs.

Finance leased assets are depreciated on a straight line basis over the estimated useful life of the asset.

Operating lease payments are recognised as an expense on a straight line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

(g) Cash and Cash Equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short term, highly liquid deposits with an original maturity of three months or less. For the purposes of the Statement of Cashflows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(h) Trade and Other Receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for doubtful debts.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for doubtful receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is not material.

The amount of the impairment loss is recognised in profit or loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss.

They are presented as current assets unless collection is not expected for more than 12 months after the reporting date.

(i) Inventories

Raw materials and stores, ore stockpiles and work in progress and finished gold stocks are physically measured or estimated and valued at the lower of cost and net realisable value. Net realisable value less costs to sell is assessed annually based on the amount estimated to be obtained from sale of the item of inventory in the normal course of business, less any anticipated costs to be incurred prior to its sale.

Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure and depreciation and amortisation relating to mining activities, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Inventories of consumable supplies and spare parts expected to be used in production are valued at the lower of weighted average cost, which includes the cost of purchase as well as transportation and statutory charges, or net realisable value. Any provision for obsolescence is determined by reference to specific stock items identified.

During the exploration and development phase, where the cost of extracting the ore exceeds the likely recoverable amount, work in progress inventory is written down to net realisable value.

(j) Impairment of Financial Assets

The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.

Financial Assets Carried at Amortised Cost

If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account.

The amount of the loss is recognised in profit or loss. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant.

If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in profit or loss, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date.

Financial Assets Carried at Cost

If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value (because its fair value cannot be reliably measured), or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for a similar financial asset.

(k) Income Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

  • When the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

  • When the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets attributable to income tax losses are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profits will be available to allow the deferred tax asset to be recovered.

Determination of future taxable profits requires estimates and assumptions as to future events and outcomes, in particular, whether successful development and commercial exploitation, or alternatively sale, of the respective areas of interest will be achieved. This includes estimates and judgements about commodity prices, ore resources, exchange rates, future capital requirements, future operational performance and the timing of estimated cash flows. Changes in these estimates and assumptions could impact on the amount and probability of estimated taxable profits and accordingly the recoverability of deferred tax assets.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Focus Minerals Ltd and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

  • (l) Financial Instruments

Recognition and Initial Measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is the trade-date, the date on which the Company commits itself to either the purchase or sale of the asset.

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately.

Classification and Subsequent Measurement

Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties.

Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised Cost is calculated as:

  • the amount at which the financial asset or financial liability is measured at initial recognition;

  • less principal repayments;

  • plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the Effective Interest Method; and

  • less any reduction for impairment.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

The Effective Interest Method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.

The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments.

  • Financial Assets at Fair Value through Profit or Loss

Financial assets are classified at ‘fair value through profit or loss’ when they are either held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss.

  • Loans and Receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost using the effective interest rate method.

  • Financial Liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost using the effective interest rate method.

Fair Value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. Impairment losses are recognised in the income statement.

De-recognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

(m) Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of GST except:

  • When the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

  • Receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority, are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

  • (n) Plant and Equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation.

Depreciation

Depreciation on mobile plant is calculated on a straight-line basis over the estimated useful life of the assets being 5 -15 years.

Depreciation of underground assets is calculated on a unit of production basis over the period of the life of mine plan.

Depreciation of the mill treatment assets is calculated on a diminishing value basis over the estimated useful life of the assets, being 10 years.

The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at the end of each reporting period.

Impairment

The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired.

The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cashgenerating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value.

Impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount.

For plant and equipment, impairment losses are recognised in the statement of profit or loss and other comprehensive income.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

De-Recognition and Disposal

An item of plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

(o) Exploration and Evaluation Expenditure

Exploration and evaluation expenditure incurred by or on behalf of the Group is accumulated separately for each area of interest. Such expenditure comprises direct costs and does not include general overheads or administrative expenditure not having a specific nexus with a particular area of interest.

Exploration expenditure for each area of interest is carried forward as an asset provided the rights to tenure of the area of interest are current and one of the following conditions is met:

  • The exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale; or

  • Exploration and evaluation activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interests are continuing.

Exploration expenditure is written off when it fails to meet at least one of the conditions outlined above or an area of interest is abandoned.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount, or when the cash generating unit that exploration expenditure assets are a part of are tested for impairment. When facts and circumstances suggest that the carrying amount exceeds the recoverable amount the impairment loss will be measured and disclosed in accordance with AASB 136 Impairment of Assets.

When a decision is made to develop an area of interest, all carried forward exploration expenditure in relation to the area of interest is transferred to Mine Properties and Development.

(p) Mine Properties and Development

Development expenditure represents the accumulated exploration, evaluation, land and development expenditure incurred by or on behalf of the Group in relation to areas of interest in which mining of a mineral resource has commenced.

When further development expenditure is incurred in respect of a mine property after commencement of production, such expenditure is carried forward as part of the mine property only when substantial future economic benefits are thereby established, otherwise such expenditure is classified as part of the cost of production.

In some circumstances, where conversion of resources into reserves is expected, some resources may be included. Development and land expenditure still to be incurred in relation to the current reserves are included in the amortisation calculation. Where the life of the assets are shorter than the mine life their costs are amortised based on the useful life of the assets.

The estimated recoverable reserves and life of the mine and the remaining useful life of each class of asset is reassessed at least annually. Where there is a change in the reserves/resources amortisation rates are correspondingly adjusted.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Stripping Costs in the Production Phase of a Surface Mine

Production stripping costs (also known as deferred mining costs) are to be capitalised as part of an asset if:

  • There is a probable future economic benefits will be realised;

  • The costs can be reliably measured; and

  • The component of an ore body for which access has been improved can be identified.

The stripping activity asset shall be amortised on a systematic basis, over the expected useful life of the identified component of the ore body that becomes more accessible as a result of the stripping activity.

(q) Trade and Other Payables

Trade and other payables are recognised originally at fair value and subsequently measured at amortised cost using the effective interest rate method. Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of each reporting period that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of goods and services. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date.

  • (r) Interest Bearing Loans and Borrowings

All loans and borrowings are initially recognised at cost, being fair value of the consideration received net of issue costs associated with the borrowing.

After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement.

Gains and losses are recognised in the income statement when the liabilities are derecognised and as well as through the amortisation process.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting periods.

  • (s) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

  • (t) 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 employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for nonaccumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.

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 wage and salary levels, experience of employee departures, and period of service.

Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Termination Benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or to providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

(u) Share-Based Payment Transactions

Equity Settled Transactions

The Group provides benefits to certain third parties and employees (including senior executives) of the Group in the form of share-based payments. Third parties and employees render services to the Group in exchange for shares or rights over shares (“equity-settled transaction”).

The cost of these equity-settled transactions with third parties and employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black Scholes model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Focus Minerals Ltd (market conditions) if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant beneficiary becomes fully entitled to the award (“vesting date”).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 5).

(v) Share 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.

(w) Restoration and Rehabilitation Costs

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. The mining, extraction and processing activities of the Group give rise to obligations for site restoration and rehabilitation. Restoration and rehabilitation obligations can include facility decommissioning and dismantling, removal or treatment of waste materials, land rehabilitation and site restoration. Provisions for the cost of each rehabilitation program are recognised at the time that environmental disturbance occurs.

Restoration and rehabilitation provisions are initially measured at the expected value of future cash flows required to rehabilitate the relevant site, discounted to their present value. The judgements and estimates applied for the estimation of the rehabilitation provisions are discussed in note 1(z).

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

When provisions for restoration and rehabilitation are initially recognised, the corresponding cost is capitalised into the cost of the related assets and is amortised using the units of production method over the life of the mine. The value of the provision is progressively increased over time as the effect of discounting unwinds, creating an expense recognised in finance costs.

At each reporting date the restoration and rehabilitation liability is re-measured to account for any new disturbance, updated cost estimates, inflation, changes to the estimated reserves and lives of operations, new regulatory requirements, environmental policies and revised discount rates. Changes to the restoration and rehabilitation liability are added to or deducted from the related rehabilitation asset and amortised accordingly.

(x) Earnings per Share

Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share are calculated as net profit attributable to members of the parent, adjusted for:

  • Costs of servicing equity (other than dividends) and preference share dividends;

  • The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

  • Other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(y) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

(z) Critical Accounting Estimates and Judgements

The directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

  • Reserves and Resources

In order to calculate ore reserves and mineral resources, estimates and assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates. The consolidated entity estimates its ore reserves and mineral resources based on information compiled by Competent Persons (as defined in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves as revised in December 2004 (the JORC code).

As economic assumptions used to estimate reserves change and as additional geological data is generated during the course of operations, estimates of reserves and mineral resources may vary from period to period. Changes in reported reserves and mineral resources may affect the Group’s financial results and financial position in a number of ways, including the following:

Asset carrying values may be affected due to changes in estimated future cash flows;

Depreciation and amortisation charges in profit and loss may change where such charges are determined by the units of production basis, or where the useful economic lives of assets change; and

Restoration and rehabilitation provision may be affected due to changes in the magnitude of future restoration and rehabilitation expenditure.

  • Exploration and Evaluation Expenditure

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

The Group’s accounting policy for exploration and evaluation expenditure results in expenditure being capitalised for an area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. This policy requires management to make certain estimates as to future events and circumstances, in particular whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to profit and loss.

  • Mine Properties and Development

Development activities commence after commercial viability and technical feasibility of the project is established. Judgement is applied by management in determining when a project is commercially viable and technically feasible. In exercising this judgement, management is required to make certain estimates and assumptions as to the future events. If, after having commenced the development activity, a judgement is made that a development asset is impaired, the relevant capitalised amount will be written off to profit and loss.

Restoration and Rehabilitation Provision

The Group’s accounting policy for the recognition of restoration and rehabilitation provisions requires significant estimates including the magnitude of possible works required for the removal of infrastructure and of rehabilitation works, future cost of performing the work, the inflation and discount rates and the timing of cash flows. These uncertainties may result in future actual expenditure differing from the amounts currently provided. When these factors change or become known in the future, such differences will impact the mine rehabilitation provision in the period in which they change or become known.

 Impairment of Assets

The Group assesses each Cash-Generating Unit (CGU) as listed in Note 11, at least annually, to determine whether there is any indication of impairment or reversal. Where an indicator of impairment or reversal exists, a formal estimate of the recoverable amount is made, which is deemed as being the higher of the fair value less costs to sell and value in use calculated in accordance with accounting policy Note 1(n). These assessments require the use of estimates and assumptions such as discount rates, exchange rate, commodity prices, gold multiple values, future operating development and sustaining capital requirements and operating performance (including the magnitude and timing of related cash flow).

Income Taxes

Judgement is required in assessing whether deferred tax assets and liabilities are recognised on the statement of financial position. Deferred tax assets, including those arising from temporary differences, are recognised only when it is considered more likely than not that they will be recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised. Refer to Note 3 for details of the judgement applied in the current period in relation to income taxes.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

(aa) New Accounting Standards and Interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2013 reporting period. The Group’s assessment of the impact of these new standards and interpretations is set out below.

AASB 9 Financial Instruments , AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 , AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010), AASB 2012-6 Amendments to Australian Accounting Standards - Mandatory Effective Date of AASB 9 and Transition Disclosures and AASB 2013-9 Amendments to Australian Accounting Standards - Conceptual Framework, Materiality and Financial Instruments (effective for annual reporting periods beginning on or after 1 January 2017)

AASB 9 Financial Instruments addresses the classification, measurement and de-recognition of financial assets and financial liabilities. The standard is not applicable until 1 January 2017 but is available for early adoption. There will be no impact on the group's accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated as at fair value through profit or loss and the group does not have any such liabilities. The de-recognition rules have been transferred from AASB 139 Financial Instruments: Recognition and Measurement and have not been changed. The group has not yet decided when to adopt AASB 9.

The new hedging rules align hedge accounting more closely with the entity's risk management. As a general rule, it will be easier to apply hedge accounting going forward. The new standard also introduces expanded disclosure requirements and changes in presentation. There will be no impact on group’s accounting as the group does not have any hedge instruments.

AASB Interpretation 21 Levies (effective 1 January 2014)

Interpretation 21 was issued by the AASB in June 2013. It sets out the accounting for an obligation to pay a levy imposed by a government in accordance with legislation. The interpretation clarifies that a liability must be recognised when the obligating event occurs, being the event that triggers the obligation to pay the levy. The group has reviewed the levies it is currently paying and determined that the accounting for these levies will not be affected by the interpretation. No adjustments will therefore be necessary to any of the amounts recognised in the financial statements. The group will apply the interpretation from 1 January 2014.

AASB 2013-3 Amendments to AASB 136 Recoverable Amount Disclosures for Non-Financial Assets (effective 1 January 2014)

The AASB has made small changes to some of the disclosures that are required under AASB 136 Impairment of Assets. These may result in additional disclosures if the group recognises an impairment loss or the reversal of an impairment loss during the period. They will not affect any of the amounts recognised in the financial statements. The group intends to apply the amendment from 1 January 2014.

Annual Improvements to IFRSs 2010-2012 and 2011-2013 cycles (effective 1 July 2014)

In December 2013, the IASB approved a number of amendments to International Financial Reporting Standards as a result of the annual improvements project. While the AASB has not yet made equivalent amendments to the Australian Accounting Standards, they are expected to be issued in the first quarter of 2014. See below for a summary of the amendments. The group does not expect that any adjustments will be necessary as the result of applying the revised rules.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Standard Amendment
IFRS 1_First-time_
adoption of IFRS
The basis for conclusion is amended to clarify that where a new version of a standard is not yet
mandatory but is available for early adoption, a first- time adopter can use ether the old or the
new version. However, the same standard must be applied to all periods presented.
IFRS 2_Share-based_
payment
The amendment clarifies the definition of a 'vesting condition' and separately defines
'performance condition' and 'service condition'.
It applies to share-based payment transactions for which the grant date is on or after 1 July
2014.
IFRS 3_Business_
combinations
An obligation to pay contingent consideration which meets the definition of a financial instrument
is classified as a financial liability or equity based on the definitions in IAS 32_Financial_
Instruments: Presentation.
All non-equity contingent consideration (financial and non-financial) must be measured at fair
value at each reporting date with changes in fair value recognised in profit or loss.
The amendment is effective for business combinations where the acquisition date is on or after
1 July 2014.
The amendment clarifies that IFRS 3 does not apply to the accounting for the formation of any
joint arrangement under IFRS 11. However, the exemption only applies in the financial
statements of the joint arrangement itself.
IFRS 8_Operating_
Segments
The revised standard requires disclosure of the judgements made by management in
aggregating operating segments. This includes a description of the segments which have been
aggregated and the economic indicators which have been assessed in determining that the
aggregated segments share similar economic characteristics.
A reconciliation of segment assets to the entity's assets is only required if segment assets are
regularly disclosed to the entity's chief operating decision maker.
IFRS 13_Fair value_
measurement
IFRS 13 is amended to clarify that short-term receivables and payables can continue to be
measured at invoice amounts where the impact of discounting is immaterial.
The portfolio exception in IFRS 13 (which allows an entity to measure the fair value of a group of
financial assets and liabilities on a net basis) can be applied to all contracts within the scope of
IAS 39 or IFRS 9.
The amendment applies prospectively from the beginning of the first annual period in which
IFRS 13 is applied.
IAS 16_Property, plant_
and equipment
IAS 38_Intangible_
assets
The amendments clarify how the gross carrying amount and accumulated depreciation are
treated where an entity uses the revaluation model. Entities can either :

restate the gross carrying amount in a manner consistent with the revaluation of the
carrying amount, and adjust the accumulated depreciation to equal the difference between
the gross carrying amount and the carrying amount after taking into account accumulated
impairment losses, or

eliminate the accumulated depreciation against the gross carrying amount of the asset.
The amendments must be retrospectively applied to the immediately preceding annual period,
but earlier periods can also be restated.
IAS 24_Related party_
disclosure
A management entity that provides key management personnel services to the reporting entity
is explicitly identified as related party.
The reporting entity is

not required to disclose the compensation paid by the management entity to the
management entity's employees or directors, but

required to disclose the amounts paid to the management entity for services provided.
IAS 40_Investment_
property
IAS 40 and IFRS 3 are not mutually exclusive. The guidance in IAS 40 helps preparers to
distinguish between investment property and owner-occupied property. Preparers also need to
refer to the guidance in IFRS 3 to determine whether the acquisition of an investment property is
a business combination.
The amendment is effective for annual periods beginning on or after 1 July 2013 but can be
applied to individual acquisitions of investment property before that date if, and only if , the
information necessary to apply the amendment is available.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 2: REVENUES AND EXPENSES

(a) Revenue from continuing operations
Gold sales
Silver sales
Interest income
Rental revenue
Total revenue from continuing operations
(b) Other income
Sundry income
Finance income
Change in fair value of financial assets
Realised gold forward contracts
Total Other income
(c) Expenses
Depreciation & Amortisation Expenses
Depreciation
Amortisation
Total depreciation and amortisation
Corporate and other expenses
Legal fees
Option expense
Corporate expense
Office lease costs
Other costs
Total corporate and other expenses
Write-off of dropped tenements and inventories
Exploration costs written off
Inventories written off
Total exploration costs and inventories written off
Impairment expense
Impairment – mining assets (Note 11)
Impairment – financial assets
Total impairment expense
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
13,698
214,080
44
715
2,104
3,855
-
99
15,846
218,749
995
501
389
-
133
-
-
636
1,517
1,137
3,252
7,733
906
29,323
4,158
37,056
219
1,323
-
60
2,922
9,087
482
554
-
292
3,623
11,316
8,102
-
593
-
8,695
-
113,229
84,952
-
700
113,229
85,652

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 3: INCOME TAX

Major components of income tax expense for the periods ended 31 December 2013
and 30 June 2013 are:
Income Statement
Current income
Current income tax charge
Deferred tax assets relating to tax losses
Deferred income tax
Relating to origination and reversal of temporary differences
Temporary differences recognised in equity
Current year tax loss not recognised in current period
Income tax expense (benefit) reported in income statement
Statement of changes in equity
Deferred income tax
Capital raising costs
Income tax expense reported in equity
A reconciliation of income tax expense (benefit) applicable to accounting profit before
income tax at the statutory income tax rate to income tax expense at the Company’s
effective income tax rate for the periods ended 31 December 2013 and 30 June 2013
is as follows
Accounting profit (loss) before tax from continuing operations
Loss before tax from discontinued operations
Accounting profit (loss) before income tax
Tax at the statutory income tax rate of 30%
Add:
Non-deductible expenses
Temporary differences not recognised
Tax loss not brought to account as a deferred tax asset
Non-assessable income
Realisation of prior tax losses not previously recognised
Income tax expense reported in income statement
Income tax attributable to discontinued operation
Consolidated
12 months to
31 December
6 months to
30 June
2013
2013
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(132,872)
(171,523)
-
(132,872)
(171,523)
(39,862)
(51,457)
2,585
969
12,400
7,129
24,887
43,359
-
-
-
-
-
-

Tax Consolidation

The company and its 100% owned controlled entities have formed a tax consolidated group. Members of the Consolidated Entity have entered into a tax sharing arrangement with effect from 30 June 2013 in order to allocate income tax expense to the wholly owned controlled entities on a pro-rate basis. The agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At balance date, the possibility of default is remote. The head entity of the tax consolidated group is Focus Minerals Limited.

Tax Effect Accounting by Members of the Tax Consolidated Group

Members of the tax consolidated group have entered into a tax funding agreement with effect from 30 June 2013. The tax funding agreement provides for the allocation of current taxes to members of the tax consolidated group. Deferred taxes are allocated to members of the tax consolidated group in accordance with a group allocation approach which is consistent with the principles of AASB 112 Income Taxes. The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the controlled entities intercompany accounts with the tax consolidated group head company, Focus Minerals Limited.

38 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Recognised Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are attributable to the following:

Assets
Liabilities
Net
31
December
2013
30 June
2013
31
December
2013
30 June
2013
31
December
2013
30 June
2013
$’000
$’000
$’000
$’000
$’000
$’000
CONSOLIDATED
Cash and Cash Equivalents
Trade and other receivables
Inventories and other CA
Property, Plant and Equipment
Mine Property
Exploration
Investment in Subsidiaries &
Intercompany
Trade and other payables
Employee benefits
Loans and Borrowings
Provisions
Rehabilitation Provision
Provisions
Loans and Borrowings
Other Non-current liabilities
Tax Losses
Tax (assets) liabilities
Set off of tax
Net tax (assets) liabilities
-
-
-
-
-
-
-
-
-
-
-
-
-
(160)
14
41
14
(119)
-
-
(5,206)
(1,686)
(5,206)
(1,686)
(645)
-
(372)
14,095
(1,017)
14,095
-
-
7,653
13,505
7,653
13,505
-
-
-
-
-
-
(4)
(266)
-
-
(4)
(266)
(18)
(373)
-
-
(18)
(373)
-
-
-
-
-
-
(560)
(1,782)
-
-
(560)
(1,782)
-
(5,175)
-
-
-
(5,175)
(831)
(1,177)
-
-
(831)
(1,177)
-
-
-
-
-
-
(29)
(146)
-
-
(29)
(146)
-
(16,874)
-
-
-
(16,874)
(2,089)
(25,956)
2,089
25,956
-
-
2,089
25,956
(2,089)
(25,956)
-
-
-
-
-
-
-
-

Movement in Temporary Differences

During the six months period ended 31
December 2013
Balance
30 June 2013
Recognised in
Income
Recognised
in Equity
Balance
31 December
2013
$’000
$’000
$’000
$’000
Inventories and other CA
Property, Plant and Equipment
Exploration
Mine Property
Trade and other payables
Employee benefits
Loans and Borrowings
Provisions
Rehabilitation Provision
Provisions
Other Non-current liabilities
Tax Losses
(119)
133
-
14
(1,686)
(3,520)
-
(5,206)
14,095
(6,442)
-
7,653
13,505
(14,523)
-
(1,017)
(266)
262
-
(4)
(373)
355
-
(17)
-
-
-
-
(1,782)
1,222
-
(560)
(5,175)
5,175
-
-
(1,177)
345
-
(831)
(146)
116
-
(30)
(16,874)
16,874
-
-
-
-
-
-

39 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

During the twelve months period ended 30
June 2013
Balance
1 July 2012
Recognised in
Income
Recognised
in Equity
Balance
30 June 2013
$’000
$’000
$’000
$’000
Inventories and other CA
Property, Plant and Equipment
Exploration
Mine Property
Investment in Subsidiaries & Intercompany
Trade and other payables
Employee benefits
Loans and Borrowings
Provisions
Rehabilitation Provision
Provisions
Loans and Borrowings
Other Non-current liabilities
Tax Losses
104
(223)
-
(119)
4,605
(6,291)
-
(1,686)
2,353
11,742
-
14,095
30,987
(17,482)
-
13,505
-
-
-
-
(22)
(244)
-
(266)
(692)
318
-
(373)
-
-
-
-
-
(1,782)
-
(1,782)
(2,451)
(2,723)
-
(5,175)
(9)
(1,168)
-
(1,177)
-
-
-
-
(58)
(88)
-
(149)
(34,815)
17,941
-
(16,874)
-
-
-
-

Unrecognised Deferred Tax Assets

Deferred tax assets have not been recognised in respect of the
following items
Deferred tax assets - other
Tax Losses
Capital Losses
Total
Consolidated
31 December 2013
30 June 2013
$’000
$’000
12,433
33
108,719
72,604
4,310
3,939
125,462
76,576

The tax losses do not expire under current legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilise the benefits.

40 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 4: SEGMENT REPORTING

With the completion of acquiring the remaining 18.43% of Focus Minerals Laverton Ltd during the year ended 30 June 2013, Focus Minerals Limited owns 100% of all its subsidiaries. The Group has three reportable segments, as described below, which are the Group’s strategic business units. The business units are managed separately as they require differing processes and skills. The Chief Executive Officer reviews internal management reports on a monthly basis. Gold produced is sold through agents at spot pricing. Segment Financial Information for the six months ended 31 December 2013 is presented below:

Revenue from continuing operations
Cost of Sales
Amortisation & Depreciation
Changes of inventories
Employee expenses
Finance cost
Other income
Takeover costs
Care and Maintenance Costs
Impairment
Write off
Other expenses
SEGMENTED LOSS BEFORE TAX
Income taxes
Non-controlling interest
SEGMENTED PROFIT / (LOSS)
Current Assets
Non-Current Assets
- Restricted Cash
- Property, Plant & Equipment
- Mine Property and Development
- Exploration and Evaluation
TOTAL ASSETS
Current Liabilities
Other Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
Capital Expenditures
6 months to
31 December
6 months to
31 December
6 months to
31 December
6 months to
31 December
2013
2013
2013
2013
Coolgardie
Laverton
Corporate
Consolidated
$’000
$’000
$’000
$’000
14,335
-
1,511
15,846
(6,618)
-
-
(6,618)
(2,921)
(1,158)
(79)
(4,158)
(6,391)
(192)
-
(6,583)
(2,520)
(591)
(3,377)
(6,490)
228
(239)
(193)
(204)
(8)
1,134
391
1,517
-
-
(43)
(43)
(43)
(549)
-
(593)
(53,601)
(59,628)
-
(113,229)
(1,781)
(6,260)
(654)
(8,695)
-
(44)
(3,579)
(3,623)
(59,320)
(67,527)
(6,024)
(132,872)
-
-
-
-
-
-
-
-
(59,320)
(67,527)
(6,024)
(132,868)
4,493
635
80,584
85,712
751
7,818
9,466
18,035
11,793
-
322
12,115
6,876
-
-
6,876
25,273
11,786
-
37,059
49,186
20,239
90,372
159,797
2,344
452
1,754
4,550
12,852
11,818
561
25,231
15,196
12,270
2,315
29,781
33,990
7,969
88,057
130,017
1,923
3,669
69
5,661

41 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Segment Financial Information for the 12 months ended 30 June 2013 is presented below:

Revenue from continuing operations
Cost of Sales
Changes of inventories
Employee expenses
Amortisation & Depreciation
Interest and financing fees
Other income
Takeover costs
Shutdown costs
Impairment
Other expenses
SEGMENTED LOSS BEFORE TAX
Income taxes
Non-controlling interest
SEGMENTED LOSS
Current Assets
Non-Current Assets
- Restricted Cash
- Property, Plant & Equipment
- Mine Property and Development
- Exploration and Evaluation
TOTAL ASSETS
Current Liabilities
Other Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
Capital Expenditures
12 months to
30 June
12 months
to 30 June
12 months
to 30 June
12 months to
30 June
2013
2013
2013
2013
Coolgardie
Laverton
Corporate
Consolidated
$’000
$’000
$’000
$’000
90,258
124,537
3,955
214,795
(84,230)
(105,521)
-
(189,751)
(445)
(15,849)
(16,294)
(15,935)
(11,094)
(6,644)
(33,673)
(14,235)
(22,734)
(87)
(37,056)
(380)
(929)
(273)
(1,582)
133
862
142
1,137
-
-
(4,030)
(4,030)
(10,505)
(1,550)
-
(12,055)
(74,461)
(10,491)
(700)
(85,652)
(245)
(4,747)
(6,325)
(11,316)
(110,045)
(47,516)
(13,962)
(171,522)
-
-
-
-
-
4,989
-
4,989
(110,045)
(42,527)
(13,962)
(166,533)
10,513
2,533
121,840
134,886
751
12,642
3,498
16,891
24,539
12,390
494
37,423
31,787
11,184
-
42,971
43,536
47,641
-
91,177
111,126
86,390
125,832
323,348
19,697
3,242
15,343
38,282
13,814
7,462
901
22,177
33,511
10,704
16,244
60,459
77,615
75,686
109,588
262,889
19,621
20,793
874
41,288

42 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 5: EARNINGS PER SHARE

Basic earnings per share:
Total Basic EPS
Diluted earnings per share
Total Diluted EPS
Basic Earnings per share
The earnings used in the calculation of basic earnings per share
Weighted average number of ordinary shares for the purposes of basic
earnings per share
Diluted Earnings per share
The earnings used in the calculation of diluted earnings per share
Weighted average number of ordinary shares for the purposes of diluted
earnings per share
Consolidated
6 months to
31 December
12 months to
30 June
2013
Centsper Share
2013
Centsper Share
(1.45)
(2.47)
(1.45)
(2.47)
$000
‘$000
(132,872)
(166,534)
9,137,375,877
6,747,733,150
‘$000
‘$000
(132,872)
(166,534)
9,165,875,877
6,752,787,945

NOTE 6: CASH, CASH EQUIVALENTS & RESTRICTED CASH

Cash and cash equivalents
Current - Restricted cash
Non- current – restricted cash
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
81,239
114,159
166
8,541
81,405
122,700
18,035
16,891

Cash at bank earns interest at floating rates based on daily deposit rates.

Short-term deposits are made for varying periods up to three months, depending on the immediate cash requirements of the Group, and earn interest at the respective commercial short-term deposit rates.

Performance bonds have been issued by a bank on behalf of the Group in respect of Western Australian mining tenements. The Group has indemnified the bank against any loss arising from the performance bonds and the indemnity is secured against cash deposits. Those are classified as restricted cash.

43 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

(i) Reconciliation to Cash Flow Statement

For the purposes of the Statement of Cash Flow, cash and cash equivalents comprise cash on hand and at bank and short term deposits, net of secured short term deposits. Cash and cash equivalents as shown in the Statement of Cash Flow is:

Cash, cash equivalents and restricted cash
Less: Restricted cash not available for use
Cash and cash equivalents as per statement of cash flow
Consolidated
December
2013
$’000
June
2013
$’000
99,440
139,591
(18,201)
(25,432)
81,239
114,159

(ii) Reconciliation of Profit for the Year to Net Cash Flows from Operating Activities

Net loss for the period
Proceeds from sale of non-current assets
Depreciation expense
Amortisation expense
Impairment of mining assets
Exploration write off
Finance income
Option expense
Change in fair value of financial assets
Impairment of financial assets
(Increase)/decrease in assets:
Current receivables
Inventories
Other current assets
Increase/(decrease) in liabilities
Current payables
Other liabilities
Provisions
Net cash from/(used in) operating activities
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
(132,872)
(171,523)
-
292
3,252
7,733
906
29,323
113,229
84,952
8,695
-
(582)
-
60
(133)
-
-
700
1,292
4,404
6,583
14,190
138
485
(20,096)
(38,008)
(2,284)
(1,083)
(5,133)
9,866
(27,005)
(58,609)

(iii) Non Cash Financing and Investing Activities Transactions

6 Months to 31 December 2013

  • The Company did not have any transactions in this category during the six months period.

12 Months to 30 June 2013

  • The Company issued 324,604,525 Focus Minerals Ltd shares with a market value at the time of issue of $5,334,000 (average price per share 1.64 cents) to acquire the remaining minority interest in Focus Minerals (Laverton) Pty Ltd.

44 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 7: CURRENT TRADE AND OTHER RECEIVABLES

Trade receivables
Other receivables
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
72
654
741
1,451
813
2,105

An allowance for doubtful debts is made when there is objective evidence that a trade receivable is impaired. No provision is considered as at 31 December 2013.

NOTE 8: BUSINESS COMBINATION

(a) NON CONTROLLING INTEREST

Opening balance
Non-controlling interest share of loss for the year
Non-controlling interest acquired
Closing balance
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
-
5,000
-
(4,989)
-
(11)
-
-

The Company acquired all the remaining shares in Focus Minerals (Laverton) Ltd on 24 April 2013 and 13 May 2013. The minority interest in Focus Minerals (Laverton) Pty Ltd (formerly Crescent Gold Ltd) at the time of acquisition was $11,000 being the opening balance less a share of current year losses in that entity. The minority interest was acquired by the issue of 324,604,525 Focus Minerals Ltd shares with a market value at time of issue of $5,334,000 (average price per share 1.64 cents). The fair value of the shares exceeded the fair value of the non-controlling interest acquired and was recognised in reserve Merger Reserve of $5,323,000 in accordance with the Group accounting policy (Note 19(d)).

NOTE 9: INVENTORIES

Consumables
Ore stockpiles
Gold in circuit
Finished goods
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
2,894
3,277
-
1,547
-
2,783
-
1,870
2,894
9,477

Inventory is valued at the lower of cost and net realisable value. An impairment adjustment of $518,000 was made to carrying values of inventories at 31 December 2013 (30 June 2013: $1,892,000).

45 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 10: FINANCIAL ASSETS

OTE 10: FINANCIAL ASSETS
Current
Investments in listed entities – at fair valuea
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
600
467
600
467

a. Investment in the listed entity – Macphersons Resources Limited (“MRL”) was made for an amount of $1,000,000.

NOTE 11: IMPAIRMENT OF MINING ASSETS

The full year review of Focus Minerals Ltd group asset carrying values in the context of lower gold price environment, combined with a gold industry facing rising costs and the suspension of our operations at both Coolgardie and Laverton has resulted in the impairment of the carrying values of some assets. The Board of Directors obtained an independent experts report prepared by a recognised resources consultant firm to assist in the assessment of the carrying values at 31 December 2013. Focus Minerals Ltd has booked an impairment write off of $105.244m after tax on the following items:

IMPAIRMENT
$’000s
Exploration Mine Property Property Plant
& Equipment
Total
Coolgardie 17,935 26,579 9,086 53,601
Laverton 31,832 17,372 10,424 59,628
Total 49,767 43,951 19,510 113,229

Impairment methodology

Impairment is recognised when the carrying value exceeds the recoverable amount. The recoverable amount of each cashgenerating unit (“CGU”) has been determined on its fair value less costs to sell (‘Fair Value’). The costs to sell have been estimated by management based on prevailing market conditions.

Fair value of Mine property is estimated based on discounted cash flows using market based commodity price and exchange assumptions, estimated quantities of recoverable minerals, production levels, operating costs and capital requirements, based on CGU life-of-mine (“LOM”) plans. When LOM plans do not fully utilise the existing mineral resource for a CGU, and options exist for the future extraction and processing of all or part of those resources, an estimate of the value of the unmined resources, in addition to an estimate of value of exploration potential, is included in the determination of Fair Value of Exploration and Evaluation Assets.

The Board engaged an independent expert experienced in valuations to conduct valuations of its two CGU’s being Coolgardie and Laverton. There review was based on the Groups LOM plan and recent independent technical reports used when the Group acquired the remaining minority interest in Focus Minerals (Laverton) Pty Ltd in March and April 2013. The independent expert provided a range of values for the two CGU’s and the board stayed within these range of values in making its assessment of impairments and carrying values.

Significant judgements and assumptions are required in making estimates of Fair Value. This is particularly so in the assessment of long life assets. It should be noted that the CGU valuations are subject to variability in key assumptions including, but not limited to, long-term gold prices, currency exchange rates, discount rates, CGU specific gold multiples , production and operating costs. An adverse change in one or more of these assumptions used to estimate fair value could result in a reduction in a CGU’s Fair Value.

46 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Key Assumptions

The table below summarises the key assumptions used in the 31 December 2013 end of period carrying value assessments. Gold and commodity price assumptions were based on recognised industry experts.

AUD: USD
exchange rate
Gold - $US
per ounce
2014 0.88 1,265
2015 0.85 1,300
2016 0.83 1,310
2017 0.81 1,300
2018 0.80 1,285
2019 onwards 0.80 1,325

A discount rate of 9.6% was used.

Production at the Coolgardie and Laverton operations are forecast to recommence in May 2015.

Operating cost and expenses is estimated in line or slightly below historical cost.

Resources outside of the mine plans at each mine were valued by applying a percentage of the spot gold price as at 31 December 2013, which was US$1,202 and the year end foreign exchange rate of AUD/USD 0.89. The valuation range applied was 2% to 2.5% of the spot gold price.

It is estimated that a 6% increase / (decrease) in the assumed gold price would result in an increase / (decrease) in the fair value of Coolgardie of $20.3/ ($20.3) million and Laverton of $1 / ($1) million. The Coolgardie and Laverton CGU's include both mining assets and exploration assets.

The Laverton discounted cash flow from production is in fact a negative result and the value attributed to carrying value from this component is therefore zero. The entire carrying value of the Laverton assets is attributed to the value of additional resources not included in the discounted cash flow.

NOTE 12: PLANT & EQUIPMENT

Non-current Furniture &
fittings
‘$000
Plant &
Equipment
‘$000
Mill
assets
‘$000
Construction
in progress
‘$000
Motor
Vehicles
‘$000
Total
‘$000
At 30 June 2013
Cost or fair value 2,154 18,589 39,872 8,000 1,115 69,730
Accumulated depreciation (1,437) (5,411) (18,851) - (736) (26,435)
Impairment loss - (5,872) - - - (5,872)
Net book amount 717 7,306 21,021 8,000 379 37,423
6 months ended 31
December 2013
Openingnet book amount 717 7,306 21,021 8,000 379 37,423
Additions - - - 101 57 158
Transfer from Construction
inprogress
74 (2,444) - - - (2,370)
Depreciation additions (59) (909) (2,146) - (58) (3,172)
Disposals – at cost (94) (118) (61) (101) (621) (991)
Depreciation disposals - 87 30 - 464 581
Impairment loss - - (11,510) (8,000) - (19,510)
Closingbook amount 638 3,922 7,334 - 221 12,115
At 31 December 2013
Cost or fair value 2,138 16,027 39,811 8,000 551 66,527
Accumulated depreciation (1,500) (6,233) (20,967) - (330) (29,030)
Impairment loss - (5,872) (11,510) (8,000) - (25,382)
Net book amount 638 3,922 7,334 - 221 12,115

47 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Non-current Furniture &
fittings
‘$000
Plant &
Equipment
‘$000
Mill assets
‘$000
Constructi
on in
progress
‘$000
Motor
Vehicles
‘$000
Total
‘$000
At 1 July 2012
Cost or fair value 1,917 19,482 38,689 8,000 1,144 69,232
Accumulated depreciation (990) (2,966) (15,020) - (584) (19,560)
Net book amount 927 16,516 23,669 8,000 560 49,672
Year ended 30 June 2013
Openingnet book amount 927 16,516 23,669 8,000 560 49,672
Additions 250 443 926 873 - 2,492
Disposals - cost (13) (1,684) (269) - (29) (1,994)
Depreciation additions (460) (3,181) (3,890) - (178) (7,709)
Depreciation disposals 13 736 59 - 25 834
Impairment loss - (5,872) - - - (5,872)
Closingbook amount 717 7,306 21,021 8,000 379 37,423
At 30 June 2013
Cost or fair value 2,154 18,589 39,872 8,000 1,115 69,730
Accumulated depreciation (1,437) (5,411) (18,851) - (736) (26,435)
Impairment loss - (5,872) - - - (5,872)
Net book amount 717 7,306 21,021 8,000 379 37,423
Plant and equipment and motor vehicles include the following amounts where the group is a lessee under a finance lease:
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
At Cost
5,036
6,015
Less: Accumulated depreciation
(3,317)
(4,021)
Net Book Value
1,719
1,994
NOTE 13: MINE PROPERTIES AND DEVELOPMENT
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
At Cost
163,706
154,944
Less: Accumulated amortisation
(93,102)
(92,196)
Less: Accumulated Impairment
(63,728)
(19,777)
Net Book Value
6,876
42,971
Movement Summary:
Net Book Value
Opening balance
42,971
58,919
Additions
1,265
18,900
Transfers from CWIP
2,369
Changes in restoration and rehabilitation obligation
5,128
14,427
Disposals
-
(175)
Impairment expense
(43,951)
(19,777)
Amortisation expense
(906)
(29,323)
Closing balance
6,876
42,971
Plant and equipment and motor vehicles include the following amounts where the group is a lessee under a finance lease:
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
At Cost
5,036
6,015
Less: Accumulated depreciation
(3,317)
(4,021)
Net Book Value
1,719
1,994
NOTE 13: MINE PROPERTIES AND DEVELOPMENT
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
At Cost
163,706
154,944
Less: Accumulated amortisation
(93,102)
(92,196)
Less: Accumulated Impairment
(63,728)
(19,777)
Net Book Value
6,876
42,971
Movement Summary:
Net Book Value
Opening balance
42,971
58,919
Additions
1,265
18,900
Transfers from CWIP
2,369
Changes in restoration and rehabilitation obligation
5,128
14,427
Disposals
-
(175)
Impairment expense
(43,951)
(19,777)
Amortisation expense
(906)
(29,323)
Closing balance
6,876
42,971
5,036
6,015
(3,317)
(4,021)
1,719
1,994
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
NOTE 13: MINE PROPERTIES AND DEVELOPMENT
At Cost
Less: Accumulated amortisation
Less: Accumulated Impairment
Net Book Value
Movement Summary:
Net Book Value
Opening balance
Additions
Transfers from CWIP
Changes in restoration and rehabilitation obligation
Disposals
Impairment expense
Amortisation expense
Closing balance
163,706
154,944
(93,102)
(92,196)
(63,728)
(19,777)
6,876
42,971
42,971
58,919
1,265
18,900
2,369
5,128
14,427
-
(175)
(43,951)
(19,777)
(906)
(29,323)
6,876
42,971

48 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 14: EXPLORATION AND EVALUATION ASSETS

Exploration and Evaluation Expenditure:
At Cost
Less: Accumulated Impairment
Net Book Value
Movement Summary:
Carrying amount at beginning of the year
plus – exploration expenditure
plus – tenements acquired
less – write off of tenements allowed to lapse or dropped
less - reclassification of rehabilitation assets to mine properties and
development
less - Impairment(a)
Carrying amount at end of year
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
144,237
148,587
(107,178)
(57,411)
37,059
91,176
91,176
139,715
4,238
14,657
-
860
(8,588)
-
-
(6,645)
(49,767)
(57,411)
37,059
91,176

(a) Details of impairment charges recognised against capitalised exploration and evaluation expenditure are disclosed in note 11.

The value of the Group’s interest in exploration expenditure is dependent upon:

  • the continuance of the Group’s rights to tenure of the areas of interest;

  • the results of future exploration;

  • the recoupment of costs through successful development and exploitation of the areas of interest, or alternatively, by their sale; and

  • no significant changes in laws and regulations that greatly impact the Group’s ability to maintain tenure.

NOTE 15: SHARE BASED PAYMENTS

Options

Options Issued

During the 12-month period ended 30 June 2013, the Company issued 15,000,000 options at an exercise price of 5 cents with an expiry date of 28[th] February 2016. No options were issued in the six months to 31 December 2013.

As at 31 December 2013, the exercisable options are as follow:

Balance at
Beginning
Of period
1/7/2013
Issued
during
period
Options
Exercised/
lapsed
Balance at
End of
Period
31/12/2013
Vested as at 31 December 2013
Total Vested Not
Vested
‘millions ‘millions ‘millions ‘millions ‘millions ‘millions ‘millions
exercisable at
12.3 cents
13.5 - - 13.5 13.5 - 13.5
exercisable at
5.0 cents
15 - - 15 15 15 -
Total 28.5 - - 28.5 28.5 15 13.5

Options Exercised

There were no options exercised during the period.

Options Lapsed

There were no options lapsed during the period.

49 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Options Outstanding

As at 31 December 2013, details of unissued ordinary shares under options are as follows:

Issuing Entity
Grant date
Focus Minerals Ltd
Focus Minerals Ltd
8 April 2013
31 March 2011
Total Options on issue
Number of
Options
Exercise Price
Cents per Share
Expiry Date
15,000,000
13,500,000
5.00
12.30
28/02/2016
30/06/2014
28,500,000

NOTE 16: TRADE AND OTHER PAYABLES

Current
Trade payables
Sundry creditors and accrued expenses
Employee benefits
Consolidated
31 December
30 June
2013
$’000
2013
$’000
779
13,743
341
7,300
275
163
1,395
21,206

Trade payables are non-interest bearing and are normally settled on 15-45 day terms.

NOTE 17: PROVISIONS

Current
Employee benefits
Balance at the beginning of the period
Decrease in the period
Balance at the period end
Provision for redundancy and other shutdown costs
Balance at the beginning of the period
(Decrease) / Increase in the period
Balance at the period end
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
1,329
2,339
(1,059)
(1,010)
270
1,329
5,940
-
(4,074)
5,940
1,866
5,940
2,136
7,269

50 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Non-current
Employee benefits
Balance at the beginning of the period
(Decrease) / Increase in the period
Balance at the period end
Provision for redundancy and other shutdown costs
Balance at the beginning of the period
(Decrease) / Increase in the period
Balance at the period end
Asset Retirement Obligation (“ARO”)
Balance at the beginning of the period
Increase in the period
Balance at the period end
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
487
225
(54)
262
433
487
3,926
-
(1,153)
3,926
2,773
3,926
17,251
8,172
4,546
9,079
21,797
17,251
25,003
21,664

Provision for ARO

A provision has been recognised for the costs expected to be incurred for the restoration and rehabilitation of mining and prospecting leases used for the production and exploration of gold and nickel. A discount rate used was 4.32% (June 2013: 3.76%).

NOTE 18: FINANCIAL LIABILITIES

Current
Bank loans
Finance lease – refer note 21
Non – current
Finance lease – refer note 21
Consolidated
31 December
30 June
2013
$’000
2013
$’000
-
8,000
1,018
1,808
1,018
9,808
227
514

The term loan was paid during the period. There is a contingent instrument facility of $9m of which $7.4m is utilised as at 31 December 2013.

51 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 19: ISSUED CAPITAL AND RESERVES

Authorised Capital

The Company does not have an Authorised Capital and there is no par value for ordinary shares.

(a) Ordinary shares
Issued capital
Shares on issue at the beginning of reporting period
Shares issued during the year
21 December 2012
23 April 2013
10 May 2013
Less: Transaction cost
Shares on issue at reporting date
No. of shares 6 months to
31 December
2013
$’000
427,167
$’000
No. of shares
12 months to
30 June
2013
$’000
427,167
$’000
9,137,375,877 427,167
4,320,773,701
4,501,997,651
300,694,977
13,909,548
203,910
225,100
5,111
223
(7,177)
9,137,375,877 427,167
9,137,375,877
427,167

Share Issue Details

On the 21[st] of December 2012, the Company placed 4,501,997,651 shares at 5 cents per share to Shandong Gold International Mining Corporation Ltd. On the 23[rd] of April and 10[th] of May 2013 the Company issued shares to complete the acquisition of the minority interest in Focus Minerals (Laverton) Ltd.

Voting Entitlements

At each shareholder’s meeting each ordinary share is entitled to one vote on the calling of a poll, otherwise each shareholder is entitled to one vote on a show of hands.

(b) Options

There were no movements in options on issue during the period.

Issuing Entity Number of Options Exercise Price
Centsper Share
Expiry Date
Total options on issue 13,500,000
15,000,000
12.30
5.00
30/06/2014
28/02/2016
Total Options on issue 28,500,000

(c) Capital Management

Management controls the capital of the Group in order to ensure the Group can fund its operations; continue as a going concern and ensuring compliance with banking covenants. The Group’s debt and capital includes ordinary share capital and financial liabilities supported by financial assets and cash and cash equivalents. There are no externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group’s financial risks, adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.

The gearing ratios for the Group are as follows:
Total borrowings
Less: cash and cash equivalents
Net cash
Total equity
Total capital
Gearing ratio (net of cash and cash equivalents)
Consolidated
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
1,246
10,322
(81,239)
(114,159)
(79,993)
(103,837)
138,002
262,889
58,009
159,052
-
-

52 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

(d) Reserves

Movements in the acquisition reserve raised from acquisition of Focus Minerals (Laverton) Pty Ltd and the option reserve as a result of equity settled transactions were as follows:

Balance at 1 July 2012
Acquire remaining NCI
Options issue to acquire tenements
Balance 30 June 2013 and 31 December 2013
Consolidated
Acquisition reserve
$’000
Reserve – share
option
$’000
Total
$’000
(1,855)
123
(1,732)
(5,323)
-
(5,323)
-
60
60
(7,178)
183
(6,995)

The share option reserve arises on the grant of share options. Amounts are transferred out of the reserve and into issued capital when the options are exercised.

Refer Note 19 (b) for movement of issued options.

(e) Dividends

No dividends have been paid or provided for during the six months period ended 31 December 2013 (for the year ended 30 June 2013: Nil).

NOTE 20: FINANCIAL INSTRUMENTS

The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, and short-term investments, accounts receivable and payable, loans to and from subsidiaries, leases, convertible notes and derivatives.

The main purpose of non-derivative financial instruments is to raise finance for group operations.

Derivatives are used by the Group from time to time for hedging purposes such as forward gold sales agreements. The Group does not speculate in the trading of derivative instruments.

Treasury Risk Management

Risks are reviewed by the Audit and Business Risk Committee which consists of non-executive directors and senior staff by invitation. This includes the analysis of financial risk exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.

The committee’s overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, whilst minimising potential adverse effects on financial performance.

The finance committee operates under policies approved by the board of directors. Risk management policies are reviewed and approved by the Board on a regular basis. These include the use of hedging derivative instruments, credit policies and future cash flow requirements.

Financial Risk Exposures and Management

The main risks the Group is exposed to through its financial instruments are market risk (including interest rate risk and price risk), credit risk and liquidity risk.

Interest Rate Risk

Interest rate risk is managed with a mixture of fixed and floating rate debt. As at 31 December 2013, 100% of group debt is fixed.

Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements.

Credit risk is managed on a group basis and reviewed regularly by the finance committee. It arises from exposures to approved customers as well as deposits with financial institutions.

53 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

The Audit and Business Risk Committee monitors credit risk by actively assessing the rating quality and liquidity of counter parties:

  • only approved banks and financial are utilised;

  • all potential customers are rated for credit worthiness taking into account their size, market position and financial standing.

The Group currently holds its cash and cash equivalents with various financial institutions, all of which hold a credit rating of AA. The Group believes the credit risk exposure to these counterparties is manageable.

Credit risk for derivative financial instruments arises from the potential failure by counter-parties to the contract to meet their obligations.

Liquidity Risk

The Group manages liquidity risk by monitoring forecast project and operating cash flows and ensuring that a minimum level of uncommitted cash is available for immediate use and consists of cash on deposit and/or utilised borrowing facilities. At the end of the period the Group held deposits at call of $81.2m (June 2013: $114.2) that are expected to readily generate cash inflows for managing liquidity risk.

Financing Arrangements

The bank $8m term loan was repaid during the period.

Maturities of Financial Liabilities

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities for:

  • (a) All non-derivative financial liabilities

  • (b) Net and gross derivative financial instruments for which the contractual maturities are essential for an understanding of the timing of the cash flows.

Contractual maturities of
financial liabilities
Less
than 6
months
6-12
months
Between 1
and 2
years
Between
2 and 5
years
Over
5 years
Total
contractual
cash flow
Carrying
amount
$’000 $’000 $’000 $’000 $’000 $’000 $’000
At 31 December 2013
Non-derivatives
Tradepayables 1,396 - - - - 1,396 1,396
Interest bearingliabilities 835 243 233 - - 1,311 1,246
At 30 June 2013
Non-derivatives
Tradepayables 21,206 - - - - 21,206 21,206
Interest bearingliabilities 1,085 9,088 540 - - 10,713 10,322

Fair Value Measurements

The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes. The disclosure in the table below is based on the following fair value measurement hierarchy:

  • (a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1),

  • (b) Inputs other than quoted prices included within level that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2), and

  • (c) Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3)

54 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

The following table presents the Group’s assets and liabilities measured and recognised at fair value as at 31 December 2013 and 30 June 2013:

At 31 December 2013 Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
Assets
Equitysecurities 600 - - 600
Total Assets 600 - - 600
Liabilities
Finance lease liabilities - 1,246 - 1,246
Total liabilities - 1,246 - 1,246
At 30 June 2013 Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
Assets
Equitysecurities 467 - - 467
Total Assets 467 - - 467
Liabilities
Finance lease liabilities - 2,322 - 2,322
Borrowings - 8,000 - 8,000
Total liabilities - 10,322 - 10,322

Aggregate fair values and carrying values of financial assets and financial liabilities at balance date.

Consolidated
Financial assets
Cash and cash equivalents
Restricted cash
Other financial assets
Loans and receivables
Total
Trade and other payables
Interest bearing liabilities – note 18
31 December 2013
30 June 2013
Carrying
Amount
$’000
Net
Fair Value
$’000
Carrying
Amount
$’000
Net
Fair Value
$’000
81,239
81,239
114,159
114,159
18,201
18,201
25,432
25,432
600
600
467
467
813
813
2,105
2,105
100,853
100,853
142,163
142,163
1,395
1,395
21,206
21,206
1,245
1,245
10,322
10,322
2,640
2,640
31,528
31,528

Sensitivity Analysis

Interest Rate Analysis

At 31 December 2013, the Group had $18.201m invested in security deposits and performance bonds and $81.239m cash and cash equivalents. A 1% increase / (decrease) in the interest rate would impact the interest earned by $994,400 / ($994,400) respectively.

Investment in Listed Shares

The Group holds 3,333,333 shares in McPhersons Reward Ltd. A 10% increase / (decrease) in the share price would result in an increase / (decrease) in the value of the investment by $60,000 / ($60,000).

55 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 21: COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments – Group as Lessee

The Group has entered into commercial leases on certain office and regional residential accommodation. These leases have a life of one to five year with renewal options included in some lease contracts. Future minimum rentals payable under non-cancellable operating leases as at 31 December 2013 are as follows:


Office Accommodation
Within one year
After one year but not more than five years
More than five years
Total
Consolidated
31 December
30 June
2013
$’000
2013
$’000
265
687
861
1,766
-
-
1,126
2,453

Finance Lease and Hire Purchase Commitments – Group as Lessee

The Group has finance leases for various items of plant and machinery. These leases have terms of renewal but no purchase options and escalation clauses. Renewals are at the option of the specific entity that holds the lease.

Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are as follows:

are as follows:
31 December 2013 30 June 2013
Minimum
lease
payments
$’000
Present value of
lease
payments
$’000
Minimum
lease
payments
$’000
Present value of
lease
payments
$’000
CONSOLIDATED
Within oneyear 1,078 1,018 1,946 1,808
After oneyear but not more than fiveyears 233 228 540 514
Total minimum leasepayments 1,311 1,246 2,486 2,322
Less amounts representingfinance charges (65) - (164) -
Present value of minimum leasepayments 1,246 1,246 2,322 2,322

The weighted average interest rate impact on the leases for both the Group and the Parent at 31 December 2013 is 8.9% (at 30 June 2013: 8.9 %).

Contingent Liability

There are no contingent liabilities.

NOTE 22: CONTROLLED ENTITIES

The consolidated financial statements include the financial statements of Focus Minerals Ltd and the subsidiaries listed below:

Name
Country of
Incorporation
Austminex Pty Ltd
Australia
Focus Operation Pty Ltd
Australia
Underground Drilling Services Pty Ltd
Australia
Focus Minerals (Laverton) Pty Ltd1
Australia
Laverton Nickel Pty Ltd
Australia
Uranium West Ltd
Australia
% Equity Interest
31 December 2013
30 June 2013
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
  1. Focus Minerals (Laverton) Ltd changed its name and status on 4th July 2013 to Focus Minerals (Laverton) Pty Ltd.

56 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 23: PARENT ENTITY

The parent company throughout the period ended 31 December 2013 was Focus Minerals Limited.

Results of the parent entity
Loss for the period
Other comprehensive income
Total comprehensive loss for the period
Financial position of parent entity at period end
Current assets
Total assets
Current Liabilities
Total liabilities
Total equity of parent entity comprising of:
Share capital
Option reserve
Accumulative losses
Total equity
Parent Entity
6 months to
31 December
12 months to
30 June
2013
2013
$’000
$’000
(132,792)
(158,503)
-
-
(132,792)
(158,503)
80,585
121,840
94,064
240,865
1,754
15,343
2,315
16,244
427,167
427,167
182
182
(335,601)
(202,728)
91,749
224,621

Ultimate Controlling Entity

The ultimate controlling entity is Shandong Gold Group Co., Ltd.

Financial Support for controlled entities.

The parent entity Focus Minerals Ltd is providing and will continue to provide financial support to all its controlled entities. The amounts owing for intercompany loans are detailed in the segment note and will not be called upon whilst the respective entities are controlled entities.

NOTE 24: RELATED PARTY DISCLOSURE

Subsidiaries

Interests in subsidiaries are set out in note 22.

Key Management Personnel

Disclosures relating to key management personnel are set out in note 26.

Terms and Conditions of Transactions with Related Parties

Sales to and purchases from related parties are made in arm’s length transactions both at normal market prices and on normal commercial terms.

Loan balances outstanding at year-end are unsecured, interest free and settlement occurs in cash.

For the period ended 31 December 2013, the Group has not made any allowance for doubtful debts relating to amounts owed by related parties due to solid payment history (June 2013: $nil). An impairment assessment is undertaken each financial year by examining the financial position of the related party and the market in which the related party operates to determine whether there is objective evidence that a related party receivable is impaired. When such objective evidence exists, the Group recognises an allowance for the impairment loss.

Transactions and Balances with Related Parties

Mr Fahey is a Director of CSA Global which provided technical consulting services to the Group. Technical services provided by CSA Global for the period totalled $nil (June 2013:$111,000).

57 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

NOTE 25: AUDITORS’ REMUNERATION

The auditors of Focus Minerals Limited are PricewaterhouseCoopers.

Amounts received or due and receivable by PricewaterhouseCoopers
An audit or review of the financial report of the entity and any other entity
in the consolidated group
Other services in relation to the entity and any other entity in the
consolidated group:
Taxation services
Other services
Due diligence services
6 months to
31 December
12 months to
30 June
2013
$’000
2013
$’000
132
275
-
-
-
5
-
309
132
589

NOTE 26: DIRECTORS’ AND EXECUTIVE DISCLOSURES

(a) Remuneration of the key management personnel for the six months ended 31 December 2013

Short-Term
Benefits
Short-Term
Benefits
Short-Term
Benefits
Post-Employment
Benefits
Post-Employment
Benefits
%
’$000 Salary Fees Other Super-
annuation
Bonus Total Performance
Related
Current Directors
Jisheng Lu14 - 39 - - - 39 -
Yuhuan Ge14 - 25 - - - 25 -
Wanghong Yang14 82 25 - 9 - 116 -
Gerry Fahey - 25 - 2 - 27 -
Bruce McComish - 33 - 3 - 36 -
Zaiqian Zhang 44 - - 4 - 48 -
Former Directors
Zhongyi Li14 - - - - - - -
Dahui Zhang14 - - - - - - -
Michael Guo14 - - - - - - -
PhillipLockyer15 21 25 2 - 48 -
Donald Taig16 211 34 80 25 - 350 -
Current Executives
Paul Fromson 132 - 177 12 - 321 -
Total 469 202 282 57 - 1,010 -

14 According to their employment contracts, their director fees belong to Shandong Gold

15 Pursuant to his contract and Focus policy, Mr Lockyer was paid $25,000 on his retirement, representing fifty percent of his annual Director fees for seven years’ service.

16 Pursuant to his contract and Focus policy, Mr Taig was paid $80,000 on his retirement, representing one hundred percent of his annual Director fees for ten years’ service.

58 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

Remuneration of the key management personnel for the twelve months ended 30 June 2013

Short-Term
Benefits
Short-Term
Benefits
Post-Employment
Benefits
Post-Employment
Benefits
%
’$000 Salary &
Fees
Other Super-
annuation
Bonus Total Performance
Related
Then Current Directors
Donald Taig 480 - 34 - 514 -
Phillip Lockyer 52 - 5 - 57 -
GerryFahey 60 - 5 - 65 -
Bruce McComish 59 - 5 - 64 -
Zhongyi Li 32 - - - 32 -
Dahui Zhang 32 - - - 32 -
Michael Guo 32 - - - 32 -
Zaiqian Zhang - - - - - -
Then Current Executives
Mark Hine 370 - 35 20 425 4.7%
Paul Fromson 293 - 26 - 319 -
Former Executives
Campbell Baird 152 207 32 - 392 -
Total 1,562 207 142 20 1,932 -

(b) Compensation options:

No share options have been granted to the non-executive members of the Board of Directors.

Options holdings of Key Management Personnel

At beginning, during and end of the six months period ended 31 December 2013, no key management personnel held any options.

There were no options held by Key Management Personnel.

59 | P a g e

Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

(c) Shareholdings of Key Management Personnel

Balance
30 June 2013
Balance
30 June 2013
Granted as
remuneration
Granted as
remuneration
Purchases Purchases Balance
31 December 2013
Balance
31 December 2013
31 December
2013
Shares Options Shares Options Shares Options Shares Options
Directors
Jisheng Lu - - - - - - - -
Yuhuan Ge - - - - - - - -
Wanghong Yang - - - - - - - -
Gerry Fahey 641,000 - - - - - 641,000 -
Bruce McComish 250,000 - - - - - 250,000 -
Zaiqian Zhang - - - - - - - -
Management
Paul Fromson 500,000 - - - - - 500,000 -
Total 1,391,000 - - - - - 1,391,000 -

There are no movements of shareholdings of former Key Management Personnel during the time they were Key Management Personnel.

Balance
1 July 2012
Balance
1 July 2012
Granted as
remuneration
Granted as
remuneration
Purchases Purchases Balance
30 June 2013
Balance
30 June 2013
30 June 2013 Shares Options Shares Options Shares Options Shares Options
Directors
Donald Taig 11,963,259
-
- - 2,000,000 - 13,963,259 -
Phillip Lockyer 594,523
-
- - 255,000 - 849,523 -
Gerry Fahey -
-
- - 641,000 - 641,000 -
Bruce McComish -
-
- - 250,000 - 250,000 -
Management
Paul Fromson 500,000
-
- - - - 500,000 -
Mark Hine -
-
- - - - - -
Total 13,057,782
-
- - 3,146,000 - 16,203,782 -

As at 31 December 2013, certain directors are employees and representatives of Shandong Gold International Mining Corporation Limited. Shandong Gold International Mining Corporation Limited holds 4,501,997,651 shares in Focus Minerals Limited.

NOTE 27: SIGNIFICANT EVENTS AFTER BALANCE DATE

There has not been any matter or circumstance that has arisen after balance date that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial periods.

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

DIRECTORS’ DECLARATION

  1. In the opinion of the Directors of Focus Minerals Limited (the “Company”):

  2. (a) the financial statements and notes set out on pages 19 to 60 and the remuneration disclosures that are contained in pages 11 to 16 of the Remuneration Report in the Directors’ Report, are in accordance with the Corporations Act 2001, including:

  3. (i) giving a true and fair view of the Group’s financial position as at 31 December 2013 and of their performance, for the six month period ended on that date;

  4. (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

  5. (iii) complying with International Financial Reporting Standards as disclosed in Note 1.

  6. (b) the remuneration disclosures that are contained in page 11 to 16 of the Remuneration Report in the Directors’ Report comply with Australian Accounting Standard AASB 124 Related Party Disclosures and

  7. (c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

  8. 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 six month period ended 31 December 2013.

Signed in accordance with a resolution of the Directors:

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__________ Jisheng Lu Chairman 31 March 2014

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

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Focus Minerals Ltd – Financial Report for the six months ended 31 December 2013

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