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KING RIVER RESOURCES LIMITED — Interim / Quarterly Report 2012
Mar 8, 2012
65203_rns_2012-03-08_67328ef5-93b3-40b4-ae3d-d3d2f3f61055.pdf
Interim / Quarterly Report
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Speewah Metals Limited ACN 100 714 181
Half Year Financial Report 31 December 2011
Contents
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| Page | |
|---|---|
| Corporate Directory | 3 |
| Directors’ Report | 4 |
| Auditor’s Independence Declaration | 6 |
| Director’s Declaration | 7 |
| Statement of Comprehensive Income | 8 |
| Statement of Financial Position | 9 |
| Statement of Cash Flows | 10 |
| Statement of Changes in Equity | 11 |
| Notes to the Half Year Consolidated Financial Statements | 12 |
| Independent Review Report | 15 |
Page 2
Corporate Directory
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ACN 100 714 181
ASX CODE
SPM
Speewah Metals Limited shares are listed on the Australian Stock Exchange (ASX)
DIRECTORS
Anthony Barton Non Executive Chairman Derek Carew-Hopkins Non Executive Director Leonid Charuckyj Non Executive Director Richard Wolanski Executive Director
COMPANY SECRETARY
Richard Wolanski
REGISTERED OFFICE
Level 22, Allendale Square 77 St George’s Terrace Perth WA 6000 Tel: (08) 9221 8055 Fax: (08) 9325 8088 Email: [email protected]
SOLICITORS
Price Sierakowski Level 24 44 St Georges Terrace Perth WA 6000
BANKERS
ANZ Banking Corporation Level 7 77 St George’s Terrace Perth WA 6000
SHARE REGISTER
Security Transfer Registrars Pty ltd 770 Canning Highway Applecross WA 6153
AUDITORS
Ernst & Young 11 Mounts Bay Road Perth WA 6000
INTERNET ADDRESS
www.speewah.com.au
Page 3
Directors Report
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The directors submit their report for Speewah Metals Limited (“Speewah” or “the Company”) and its controlled entities (“the Group” or “the Consolidated entity”) for the half year ended 31 December 2011.
DIRECTORS
The names and details of the Company’s directors in office during the half year and until the date of this report are as follows. The directors were in office for the entire period unless otherwise stated.
Anthony Barton
Non – Executive Chairman
Appointed 21[st] May 2007
Mr Barton has been involved in founding and growing a number of successful listed public companies. He has extensive experience in capital markets, corporate finance, funds management and venture capital and has had advisory roles in the incorporation and listing of many Australian based resource companies.
Mr Barton is the founding Executive Chairman of the boutique investment bank Australian Heritage Group. He is a graduate of the Royal Melbourne Institute of Technology with a Bachelor of Business (Accountancy) degree and has 33 years of commercial experience having also acted in senior executive and director capacities for two leading Australian stockbroking firms.
Derek Carew-Hopkins Non Executive Director
Appointed 1[st] August 2008
Mr Carew-Hopkins has extensive experience in engineering and is a specialist in water and environmental issues. As the Director General of the Department of Environment, Mr Carew-Hopkins had responsibility for a diverse range of environmental and water related regulation, assessment and investigation including a significant agenda of new initiatives across the environment portfolio. He left Government in 2006 and now runs a consultancy specialising in guiding development projects through the approval processes.
Mr Carew-Hopkins has a Bachelor of Civil Engineering from the University of Central Queensland and is an accredited Mediator in dispute resolution. He spent the early part of his career in mining and construction project management and many years in water supply development.
Leonid Charuckyj Non Executive Director Appointed 13[th] December 2011
Mr Charuckyj has had extensive experience over a broad range of technical, engineering, management and corporate roles including senior positions in government, public and private industry both in Australia and overseas. Focus has been on the environmental, pollution control and waste management industries and on the energy and mining industries amongst others. This has included such diverse roles as representing Australia as an expert engineering advisor in the Middle East, developing and commercialising new technologies (both in the public company arena and for major international groups), and managing all aspects of an industrial minerals development from mine and processing to product development and marketing
Richard Wolanski
Executive Director & Company Secretary Appointed 21[st] May 2007
Mr Wolanski has been involved with Speewah since prior to the IPO in September 2007, which he managed. He has had extensive professional experience in both Australia and international finance industries, providing corporate, strategic and financial advisory assistance to public companies in Australia, Singapore and the United Kingdom. He is a Chartered Accountant and has a Bachelor of Commerce from the University of Western Australia.
Page 4
Directors Report
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CORPORATE STRUCTURE
Speewah is a company limited by shares that is incorporated and domiciled in Australia. Speewah Metals Limited has a fully owned subsidiary Speewah Mining Pty Ltd. The Group has prepared a consolidated financial report incorporating the entity that it controlled during the financial half year, Speewah Mining Pty Ltd a 100% owned subsidiary.
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
Speewah has established a portfolio of 100% owned tenements covering approximately 575 square kilometres in the East Kimberley region of Western Australia (“Tenements”). The principal activities of the entities within the Group during the half year were focusing on exploration and development of the Tenements in the East Kimberley region of Western Australia.
REVIEW & RESULTS OF CONSOLIDATED OPERATIONS
The consolidated entity recorded an operating loss after income tax of $540,497 for the half year ended 31 December 2011 (2010: $274,400 loss).
There was no dividend declared or paid during the half year.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Contributed Equity
During the half year the following significant changes were made to the Company’s contributed equity:
- The issue of 2,000,000 incentive options to Directors were approved and granted at the Annual General Meeting on the 14[th] November 2011. These vested immediately and have an exercise price of 24 cents and expire on 31[st] December 2014.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
There were no significant events following the balance date.
AUDITOR INDEPENDENCE
Section 307C of the Corporation Act 2001 requires our auditors, Ernst & Young, to provide the directors of the Company with an Independence Declaration in relation to the review of the consolidated financial report. This Independence Declaration is disclosed on page 6 of this report and forms part of this directors’ report for the half year ended 31 December 2011.
Signed in accordance with a resolution of the directors.
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Richard Wolanski Director
9[th] March 2012
Page 5
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Auditor’s Independence Declaration to the Directors of Speewah Metals Limited
In relation to our review of the financial report of Speewah Metals Limited for the half-year ended 31 December 2011, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.
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Ernst & Young
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R J Curtin Partner 9 March 2012
Liability limited by a scheme approved under Professional Standards Legislation
RC:KE:SPEEWAH:004
Directors’ Declaration
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In the opinion of the directors:
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(a) the consolidated financial statements and notes of the Group are in accordance with the Corporations Act 2001 including:
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(i) giving a true and fair view of the Group’s consolidated financial position as at 31 December 2011 and of it’s performance for the half year then ended; and
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(ii) complying with Accounting Standard AASB 134 “Interim Financial Reporting” and Corporations Regulations 2001; and
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(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
The declaration is signed in accordance with a resolution of the Board of Directors.
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Richard Wolanski Director
9[th] March 2012
Page 7
Statement of Comprehensive Income
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FOR THE HALF YEAR ENDED 31 DECEMBER 2011
| Consolidated 2011 2010 |
|
|---|---|
| Notes | $ $ |
| Revenue 3 Other Income Directors’ and Employee benefit expenses - Share based payment - Wages & Salary - Superannuation Consultants expenses Compliance costs Depreciation Expense Insurance Expense Other expenses Loss before income tax expense Income tax expense / benefit Net loss after income tax benefit for the period Other Comprehensive Income Total Comprehensive Loss for the period Total Comprehensive Loss for the period is attributable to: Owners of Speewah Metals Limited Earnings/(loss) per share Basic earnings/(loss) per share (cents) Diluted earnings/(loss) per share (cents) |
143,584 85,253 120,000 52,000 (278,237) (219,000) (75,826) (70,950) (2,700) (2,625) (124,654) (111,610) (39,558) (79,498) (4,067) - (17,556) - (261,483) (232,624) |
| (540,497) (579,054) - 304,654 |
|
| (540,497) (274,400) |
|
| - - |
|
| (540,497) (274,400) |
|
| (540,497) (274,400) |
|
| (540,497) (274,400) |
|
| (0.41) (0.26) (0.41) (0.26) |
The accompanying notes form part of these consolidated financial statements.
Page 8
Statement of Financial Position
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AS AT 31 DECEMBER 2011
| Notes | Consolidated 31 December 2011 30 June 2011 $ $ |
|---|---|
| Assets Current Assets Cash and cash equivalents Trade and other receivables Total Current Assets Non Current Assets Deferred exploration expenditure 7 Other financial assets Plant & Equipment Total Non Current Assets Total Assets Liabilities Current Liabilities Trade and other payables Total Current Liabilities Non Current Liabilities Provisions Deferred tax liabilities Total Non Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity |
1,196,139 7,378,190 444,291 110,532 |
| 1,640,430 7,488,722 |
|
| 20,719,778 15,385,836 41,190 40,000 16,171 20,238 |
|
| 20,777,139 15,446,074 |
|
| 22,417,569 22,934,796 |
|
| 271,206 526,590 |
|
| 271,206 526,590 |
|
| 3,820 3,403 12,349 12,349 |
|
| 16,169 15,752 |
|
| 287,375 542,342 |
|
| 22,130,194 22,392,454 |
|
| 22,981,360 22,981,360 1,948,188 1,669,951 (2,799,354) (2,258,857) |
|
| 22,130,194 22,392,454 |
The accompanying notes form part of these consolidated financial statements.
Page 9
Statement of Cash Flows
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FOR THE HALF YEAR ENDED 31 DECEMBER 2011
| Notes | Consolidated 2011 2010 $ $ |
|---|---|
| Cash Flows from Operating Activities Interest received Research & Development Tax Rebate Other Income Payments to suppliers and employees Net cash used in operating activities Cash Flows from Investing Activities Payment for exploration and evaluation Net cash used in investing activities Cash Flows from Financing Activities Proceeds from issue of shares Payment of share issue costs Net cash from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of half year Cash and Cash Equivalents at end of half year |
143,584 85,253 - 304,654 120,000 52,000 (675,764) (584,760) |
| (412,180) (142,853) |
|
| (5,769,871) (4,307,821) |
|
| (5,769,871) (4,307,821) |
|
| - 6,619,750 - (274,965) |
|
| - 6,344,785 |
|
| (6,182,051) 1,894,111 7,378,190 350,313 |
|
| 1,196,139 2,244,424 |
The accompanying notes form part of these consolidated financial statements.
Page 10
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Statement of Changes in Equity
FOR THE HALF YEAR ENDED 31 DECEMBER 2011
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| Consolidated | Issued Capital Employee Option Reserve Accumulated Losses Total $ $ $ $ |
|---|---|
| Balance at 1 July 2010 Net loss for the period Total comprehensive loss for the period Transactions with owners in their capacity as owners: Issue of share capital Capital raising fees Share Based Payments – Vesting of Options Balance at 31 December 2010 Balance at 1 July 2011 Net loss for the period Total comprehensive loss for the period Transactions with owners in their capacity as owners: Share Based Payments – Vesting of Options Balance at 31 December 2011 |
10,534,787 1,395,891 (1,936,344) 9,994,334 - - (274,400) (274,400) |
| - - (274,400) (274,400) 6,619,750 - - 6,619,750 (274,965) - - (274,965) - 219,000 - 219,000 |
|
| 16,879,572 1,614,891 (2,210,744) 16,283,719 |
|
| 22,981,360 1,669,951 (2,258,857) 22,392,454 - - (540,497) (540,497) |
|
| - - (540,497) (540,497) - 278,237 - 278,237 |
|
| 22,981,360 1,948,188 (2,799,354) 22,130,194 |
The accompanying notes form part of these consolidated financial statements.
Page 11
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Notes to the Half Year Consolidated Financial Statements
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1. CORPORATE INFORMATION
Speewah Metals Limited (“Speewah” or “the Company”) is a company limited by shares incorporated and domiciled in Australia, whose shares are publicly traded on the Australian Securities Exchange. These consolidated financial statements are presented in Australian dollars. The condensed financial report was authorised for issue by the directors on 9 March 2012 in accordance with a resolution of the directors. The nature of the operations and principal activities of the Group are described in the Directors’ Report.
2. BASIS OF PREPARATION AND CHANGES IN ACCOUNTING POLICIES
(a) Basis of Preparation
This general purpose condensed financial report for the half-year ended 31 December 2011 has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001.
The half year financial report does not include all notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report.
The half year financial report should be read in conjunction with the most recent annual financial report for the year ended 30 June 2011.
It is also recommended that the half year financial report be considered together with any public announcements made by Speewah and its controlled entities during the half year ended 31 December 2011 in accordance with the continuous disclosure obligations arising under the ASX Listing Rules.
The accounting policies and methods of computation are the same as those adopted in the Annual Financial Report for 2011.
(b) New and Amended Accounting Standards and Interpretations
From 1 July 2011, the Group has adopted the Standards and Interpretations, mandatory for annual periods beginning on or after 1 July 2011. Adoption of these standards and interpretations did not have any effect on the financial position or performance of the Group.
The Group has not elected to early adopt any new standards or amendments.
| Consolidated 2011 2010 $ $ |
|
|---|---|
| 3. REVENUES Interest revenue |
143,584 85,253 |
| 143,584 85,253 |
4. SEGMENT INFORMATION
The Consolidated Entity operates in one geographical area being Australia and one industry, being exploration for the period to 31 December 2011. The Chief Operating Decision Makers are the Board of Directors and management of the Group. There is only one operating segment identified being exploration activities in Australia based on internal reports reviewed by the Chief Operating Decision Makers in assessing performance and allocation of resources.
The accounting policies applied for internal reporting purposes are consistent with those applied in the preparation of the financial statements.
Page 12
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Notes to the Half Year Consolidated Financial Statements
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| Consolidated 31 December 2011 30 June 2011 $ $ |
|||
|---|---|---|---|
| 5. ISSUED CAPITAL a) Issue and Paid Up Issued and Fully Paid Total b) Movement in shares on issue At 1 July Issued during the period Cost of issue At 31 December c) Movement in share options on issue At 1 July Options Issued during the period At 31 December |
22,981,360 22,981,360 22,981,360 22,981,360 31 December 2011 31 December 2010 Number of Shares Amount Paid $ Number of Shares Amount Paid $ 130,668,170 22,981,360 82,800,000 10,534,787 - - 30,859,397 6,619,750 - - - (274,965) |
22,981,360 22,981,360 |
|
| 22,981,360 22,981,360 |
|||
| 130,668,170 | 22,981,360 113,659,397 16,879,572 |
||
| 31 December 2011 Number of Options Weighted Average Exercise Price $ 9,750,000 37 cents 2,000,000 24 cents |
|||
| 11,750,000 34 cents |
6. COMMITMENTS & CONTINGENCIES
There were no significant changes to commitments and contingencies during the period.
| Consolidated 31 December 2011 30 June 2011 31 December 2010 $ $ $ |
|
|---|---|
| 7. DEFERRED EXPLORATION EXPENDITURE Costs carried forward in respect of: Explorations and Evaluations Phase – At Cost Balance at beginning of the half year Expenditure incurred Total Exploration Expenditure |
15,385,836 13,848,388 9,788,688 5,333,942 1,537,448 4,059,700 |
| 20,719,778 15,385,836 13,848,388 |
The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases are dependent on the successful development and commercial exploitation or sale of the respective areas.
8 . EVENTS AFTER THE BALANCE SHEET DATE
There are no events after the balance sheet date that has arisen that has significantly affected, or may significantly affect, the operations of Speewah, the results of those operations or the state of affairs of Speewah in subsequent years that is not otherwise disclosed in the consolidated financial statements.
Page 13
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Notes to the Half Year Consolidated Financial Statements
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9 . ADDITIONAL DISCLOSURE
a) Related Party Transactions
The company issued 2,000,000 incentive options to Directors which were approved and granted at the annual General Meeting. These vested immediately and have an exercise price of 24 cents and expire on 31[st] December 2014.
Australian Heritage Group Pty Ltd (“AHG”), a company of which Mr Anthony Barton is a Director has entered into an occupancy and administration agreement with Speewah Metals in respect of providing occupancy, administration and bookkeeping services commencing March 2009. The total value of the occupancy and administration services provided by AHG during the period was $73,800 (2010: 54,000).
Page 14
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To the members of Speewah Metals Limited
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Speewah Metals Limited, which comprises the statement of financial position as at 31 December 2011, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.
Directors’ Responsibility for the Half-Year Financial Report
The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Speewah Metals Limited and the entities it controlled during the half-year, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report.
Liability limited by a scheme approved under Professional Standards Legislation
RC:KE:SPEEWAH:005
2
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Speewah Metals Limited is not in accordance with the Corporations Act 2001 , including:
-
a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2011 and of its performance for the half-year ended on that date; and
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b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
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Ernst & Young
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R J Curtin Partner Perth 9 march 2012
RC:KE:SPEEWAH:005