Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

MACRO METALS LIMITED Interim / Quarterly Report 2012

Feb 28, 2012

65283_rns_2012-02-28_b53b8781-a522-4bce-97d1-6ea2c74b1787.pdf

Interim / Quarterly Report

Open in viewer

Opens in your device viewer

==> picture [233 x 46] intentionally omitted <==

==> picture [233 x 46] intentionally omitted <==

ENERGIO LIMITED ABN 28 001 894 033

Lodged with the ASX under Listing Rule 4.2A

Contents

Appendix 4D - Interim Financial Statement 31 December 2011 and Interim Financial Statement 31 December 2011

Note:

The information contained herein should be read in conjunction with the most recent annual report.

Energio Limited

ABN: 28 001 894 033

21 Teddington Road Burswood WA 6100

PO BOX 6918 East Perth WA 7892

T: (08) 9468 2333 F: (08) 9355 4580

www.energio.net.au

ENERGIO LIMITED ABN 28 001 894 033

Appendix 4D

Half Year ended 31 December 2011

Results for announcement to the Market

Comparison to the previous corresponding period (31 December 2010)

31 December
Change 2011
% $
Revenue from continuing operations Down 100% To -
Loss after income tax from continuing operations Up 83% To (2,645,662)
Net loss attributable to members (31 Dec 2010 - Loss
$1,444,026)
Up 83% To (2,645,662)

No dividends are proposed

Explanation of Revenue

Revenue from continuing operations for the half year ended 31 December 2011 was NIL.

Comments on the operations and the results of those operations

The comments regarding the operations is contained within the Directors Report.

Dividends/Distributions

Energio Limited does not propose to pay any dividends for the half year ended 31 December 2011.

Supplementary Appendix 4D Information

31 December 31 December
2011 2010
Net tangible assets 2,821,869 1,811,119
Net tangible asset backing per ordinary share 2.28 cents 0.23 cents
Loss of Control of Entities During the Period - -
Profit (loss) after income tax of the subsidiary during the current
period to the date on which control was lost - -
Profit (loss) after income tax of the subsidiary for the whole of the
previous corresponding period
N/A N/A
Contribution to consolidated profit (loss) from sale of interest
leading to loss of control - -

Page 2 of 19

Page 3 of 19

ENERGIO LIMITED ABN 28 001 894 033

Interim Financial Statement – 31 December 2011

Directors’ Report

Your directors present their report on the entity consisting of Energio Limited at the end of, or during, the half-year ended 31 December 2011.

Directors

The names of persons who were directors of Energio Limited during the whole of the half-year and up to the date of this report are:

Athan Lekkas Appointed 27 April 2010 Nathan Taylor Appointed 27 April 2010 Don Carroll Appointed 2 December 2010 Ian Burston Appointed 23 December 2010 Kevin Joseph Appointed 23 December 2010

Review of Operations

The loss after tax for the half year ended 31 December 2011 attributed to the members of the Company was $2,645,662. The loss for the half year ended 31 December 2011 was mainly attributable to the review and evaluation of projects of interest to the Company.

Corporate

At the beginning of the half year, the Company was listed on the ASX as a Toy and Gaming company. At the Annual General Meeting which was held on 30 November 2011, the Company received approval for a change to its activities from its shareholders to an iron ore explorer and potential producer.

As announced to the market on 4 April 2011, the Company has exercised its call option with TGP to acquire 100% of the fully paid ordinary shares in KCMH Australia from TGP. KCMH Australia holds 75% of the shares in KCM Nigeria which owns of a package of iron ore licences in Kogi State, Nigeria. The balance is held by Bedford, a non-related third party.

KCMH Australia is an Australian privately owned company which has been focussed on acquiring iron ore licences in Nigeria since 2007. KCM Nigeria owns a package of recently granted exploration licences covering iron ore deposits in Kogi State, Nigeria (Licences). These Licences contain magnetite in banded iron formation (BIF) and iron rich oolitic deposits with an exploration target of 1.6 – 2.7 billion tonnes of potential iron mineralisation grading in the range of 48% to 53% iron. The potential quantity and grade is conceptual in nature at this stage as there has been insufficient exploration to define a Mineral Resource under the JORC Code. Further, it is uncertain if further exploration will define a Mineral Resource.

Subsequent to the Put and Call Deed, the Company executed the Share Sale Agreement with Bedford for the purchase of Bedford’s shares in KCM Nigeria (being 25% of the total shares on issue). Once completion occurs under the Agreements, the Company will have an effective 100% interest in the Nigerian iron ore projects owned by KCM Nigeria.

At the same Annual General Meeting the Company received approval for the following actions which were required for completion of this transaction:

  1. To consolidate the number of shares and options on issue on a 1:10 basis. The Consolidation was required to ensure that the capital structure of the Company is appropriate to list the Company on the official list of ASX. This consolidation was undertaken on 15 December 2011.

  2. To issue consideration shares to TGP pursuant to the Put and Call Option Deed, in consideration for the transfer by TGP to the Company of 100% of the shares in KCMH Australia. These shares were issued following completion in February 2012.

Page 4 of 19

Page 5 of 19

ENERGIO LIMITED ABN 28 001 894 033

Statement of Comprehensive Income

for the Half-Year Ended 31 December 2011

Note
Revenue
Accounting and auditing fees
Consulting fees
Travel and Accommodation
Directors fees
Legal fees
Impairment expense
Other expenses
Loss before income tax expense
Income tax expense
Loss after tax from continuing operations
Loss from discontinued operations
Loss for the half-year
Other comprehensive income
Foreign currency translation differences
Other comprehensive income for the half-year, net of
tax
Total comprehensive income for the half-year
Loss for the half-year is attributable to:
Members of the parent entity
Total comprehensive income for the half-year is attributable
to:
Members of the parent entity
31 December
2011
$
31 December
2010
$
-
39,233
(170,888)
(88,364)
(61,898)
(29,718)
-
(4,540)
(93,000)
(446,120)
(183,914)
(59,259)
(2,000,000)
(800,000)
(135,962)
(55,258)
(2,645,662)
(1,444,026)
-
-
(2,645,662)
(1,444,026)
-
-
(2,645,662)
(1,444,026)
-
-
(2,645,662)
(1,444,026)
(2,645,662)
(1,444,026)
(2,645,662)
(1,444,026)
(2,645,662)
(1,444,026)

The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Page 6 of 19

ENERGIO LIMITED ABN 28 001 894 033

Statement of Comprehensive Income

for the Half-Year Ended 31 December 2011

31 December 31 December
Note 2011 2010
Cents Cents
Earnings per share for loss from continuing operations
attributable to members of Energio Limited
Basic loss per share (2.25) (0.21)
Diluted earnings per share N/A N/A
Earnings per share for loss attributable to members of
Energio Limited
Basic loss per share (2.25) (0.21)
Diluted earnings per share N/A N/A

The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

Page 7 of 19

ENERGIO LIMITED ABN 28 001 894 033

Statement of Financial Position

for the Half-Year Ended 31 December 2011

Note
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
3
Total Current Assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
4
Reserves
Accumulated losses
TOTAL EQUITY
31 December
2011
$
30 June
2011
$
2,878,145
4,728,195
72,035
63,504
2,950,180
4,791,699
2,950,180
4,791,699
128,311
180,261
128,311
180,261
128,311
180,261
2,821,869
4,611,438
30,242,595
29,386,502
2,685,922
2,685,922
(31,106,648)
(27,460,986)
2,821,869
4,611,438

The above Statement of Financial Position should be read in conjunction with the accompanying notes.

Page 8 of 19

ENERGIO LIMITED ABN 28 001 894 033

Statement of Changes in Equity

for the Half-Year Ended 31 December 2011

Company
At 1 July 2010
Loss for the half-year
Other comprehensive income
Total comprehensive income for
the half-year
Transactions with owners in
their capacity as owners
Contributions of equity, net of
transaction costs
Share based payments – shares
Share based payments – options
At 31 December 2010
Company
At 1 July 2011
Loss for the half-year
Other comprehensive income
Total comprehensive income for
the half-year
Transactions with owners in
their capacity as owners
Contributions of equity, net of
transaction costs
Share based payments – options
At 31 December 2011
Contributed
Equity
$
Retained
Earnings
$
Reserves
$
Total
$
19,854,615
(19,092,417)
1,061,867
1,824,065
-
(1,444,026)
-
(1,444,026)
-
-
-
-
-
(1,444,026)
-
(1,444,026)
1,051,960
-
-
1,051,960
-
-
240,000
240,000
-
-
139,120
139,120
20,906,575
(20,536,443)
1,440,987
1,811,119
29,386,502
(27,460,986)
2,685,922
4,611,438
-
(2,645,662)
-
(2,645,662)
-
-
-
-
-
(2,645,662)
-
(2,645,662)
-
-
-
-
856,093
-
-
856,093
-
-
-
-
30,242,595
(30,106,648)
2,685,922
2,821,869

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Page 9 of 19

ENERGIO LIMITED ABN 28 001 894 033

Statement of Cash Flows

for the Half-Year Ended 31 December 2011

CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
Net cash outflow from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Loans to other parties
Net cash outflow from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares net of cost
Net cash inflow from financing activities
NET DECREASE IN CASH HELD
Net cash at beginning of period
NET CASH AT END OF PERIOD
31 December
31 December
2011
$
2010
$
(682,641)
(313,537)
-
39,232
(682,641)
(274,305)
(2,000,000)
(800,000)
(2,000,000)
(800,000)
832,592
956,960
832,592
956,960
(1,850,049)
(117,345)
4,728,195
2,015,128
2,878,146
1,897,783

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

Page 10 of 19

ENERGIO LIMITED ABN 28 001 894 033

Notes to the Financial Statements for the Half-Year Ended 31 December 2011

Note 1. Basis of Preparation of Half-Year Financial Statements

These general purpose financial statements for the half-year reporting period ended 31 December 2011 have been prepared in accordance with Australian Accounting Standard 134 Interim Financial Reporting and the Corporations Act 2001.

These financial statements have been prepared under the historical cost convention.

These half-year financial statements do not include all the notes of the type normally included in annual financial statements and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the entity as the full financial statements. Accordingly, these half-year financial statements are to be read in conjunction with the annual financial statements for the year ended 30 June 2011 and any public announcements made by Energio Limited during the half-year reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The same accounting policies and methods of computation have generally been followed in these half-year financial statements as compared with the most recent annual financial statements.

Note 2. Segment information

The Company has adopted AASB 8 Operating Segments from 1 July 2009 whereby segment information is presented using a 'management approach', i.e. segment information is provided on the same basis as information used for internal reporting purposes by the chief operating decision maker (Board of Directors that makes strategic decisions).

The Company engages in principle activity, being iron ore exploration and potential production, activity from which it earns revenues, and its results are analysed as a whole by the chief operating decision maker. Consequently revenue, profit and net assets for the operating segment are reflected in the statement of comprehensive income, statement of financial position and the statement of cash flows.

In comparative periods the Company held investments and operated businesses in the USA, and UK and had determined these to be the reportable segments. The Hong Kong operations were divested on 31st December 2008. The USA and UK operations were divested on 29 June 2010. The Company's principal activities are iron ore exploration and potential production.

Segment information

Segment information provided to the Board of Directors for the half-year ended 31 December 2011 is as follows:


as follows:
Total
Continuing
Half-year ended Australia Operations Total
31 December 2011 $ $ $
Total segment revenue - - -
Total
Continuing
Half-year ended Australia Operations Total
31 December 2010 $ $ $
Total segment revenue - - -

Page 11 of 19

ENERGIO LIMITED ABN 28 001 894 033

Notes to the Financial Statements

for the Half-Year Ended 31 December 2011

Total segment assets

31 December 2011 2,950,180 2,950,180 2,950,180
30 June 2011 4,791,699 4,791,699 4,791,699

The executive management committee monitors segment performance based on EBITDA. This measure excludes non-recurring expenditure such as restructuring costs and goodwill impairments and also excludes share-based payment expenses.

Reconciliation of EBITDA to profit before income tax is as follows:

Half-Year Half-Year
2011 2010
$ $
Loss before income tax from continuing operations (2,645,662) (1,444,026)

Total asset amounts provided to the executive management committee are measured in the same way that they are measured in the financial statements. Segment assets are allocated based on the operations of the segment and the physical location of the assets.

Note 3. Trade and Other Receivables

At 31 December 2011 the Company had loaned funds to KCM Mining Holdings Pty Ltd on an unsecured basis with an interest rate of 5% per annum due to the Company entering into a put and call option deed with TGP in relation to the potential acquisition of KCM Mining Holdings Pty Ltd and in accordance with loan agreement entered into on 7 November 2010.

This loan has been impaired to $nil as in prior periods.

Page 12 of 19

ENERGIO LIMITED ABN 28 001 894 033

Notes to the Financial Statements

for the Half-Year Ended 31 December 2011

Note 4. Equity securities issued

(a) Share Capital:
Ordinary shares, fully paid
(b)
Other equity securities:
Value of conversion rights – convertible notes
Total Contributed Equity
(c) (i) Ordinary Shares
At the beginning of the reporting period
Shares issued during the year
Transaction costs relating to share issues
At the end of the reporting date
(c) (ii) Movements in Ordinary Share Capital
Date
Details
01/07/2010
Opening balance
19/07/2010
Issue
22/12/2010
Issue
22/12/2010
Issue
07/01/2011
Issue
31/01/2011
Issue
11/02/2011
Issue
01/03/2011
Issue
01/03/2011
Issue
11/03/2011
Issue
15/03/2011
Issue
30/03/2011
Issue
11/05/2011
Issue
22/06/2011
Issue
30/06/2011
Issue
30/06/2011
Balance
01/07/2011
Opening balance
01/08/2011
Issue
No of shares
623,262,709
57,000,000
80,600,000
20,000,000
20,000,000
19,000,000
37,696,000
3,900,000
20,000,000
208,007,776
12,200,000
5,800,000
10,304,000
1,000,000
5,500,000
31 December
2011
$
30 June
2011
$
30,018,739
29,162,646
223,856
223,856
30,242,595
29,386,502
29,162,646
19,630,759
1,445,000
10,043,292
(588,907)
(511,405)
30,018,739
29,162,646
Issue price
Value
20,547,472
0.005
285,000
0.010
806,000
-
-
0.010
200,000
0.010
190,000
0.010
376,960
0.010
39,000
-
-
0.0375
7,800,292
0.010
120,000
0.010
58,000
0.010
103,040
0.010
10,000
0.010
55,000
1,124,270,485 30,590,764
1,124,270,485
29,000,000
30,590,764
0.010
290,000

Page 13 of 19

ENERGIO LIMITED ABN 28 001 894 033

Notes to the Financial Statements

for the Half-Year Ended 31 December 2011

01/08/2011
Issue
30/09/2011
Issue
12/12/2011
Issue
15/12/2011
Issue
15/12/2011
Consolidation of
shares
31/12/2011
Balance
Less transaction
costs
(d) Options
At the beginning of the reporting period
Options consolidated during the year
Options lapsed during the period
Options issued during the year
During April 2010
During December 2010
During January 2011
During March 2011
Options exercised during the year:
During February 2011
During March 2011
During May 2011
During June 2011
During August 2011
During September 2011
During December 2011
At reporting date
20,000,000
5,050,000
59,950,000
500,000
(1,114,893,236)
0.025
0.010
0.010
0.010
-
500,000
50,500
599,500
5,000
-
32,035,764
(2,017,025)
123,877,249 30,025,928
31 December
2011
(No)
30 June
2011
(No)
199,487,599
116,287,599
(94,488,770)
-
-
-
-
-
-
100,600,000
-
39,000,000
-
20,000,000
- (37,696,000)
- (21,900,000)
- (10,304,000)
-
(6,500,000)
(29,000,000)
-
(5,050,000)
-
(60,450,000)
-
10,498,829
199,487,599

Page 14 of 19

ENERGIO LIMITED ABN 28 001 894 033

Notes to the Financial Statements

for the Half-Year Ended 31 December 2011

Note 5. Share based payments

During the half year ended on 31 December 2011, the Company issued the following share-based payments.

(a) Equity Raising Fees

On 1 August 2011, the Company issued 20,000,000 (pre consolidation) shares to various individuals of the Group. The shares were issued and allotted as consideration for services provided by the individuals in relation to an equity raising.

The shares were issued for nil consideration and were approved at a meeting of shareholders held 26 October 2011. The closing share price on 1 August 2011 was 2.5 cents, and the value of the shares is $500,000 Based on this 1 August 2011 share price.

Note 6. Contingencies

There have been no changes in contingent liabilities or contingent assets since the end of the previous annual reporting period, 30 June 2011.

Note 7. Events subsequent to the end of the reporting period

On 9 February 2012 the Company successfully closed its prospectus raising with subscriptions received in excess of the 11,250,000 shares ($2.25m) on offer and the issue of an additional 3,250,000 shares ($650,000) in oversubscriptions, for a total raising of $2,900,000.

On 17 February 2012 completion occurred for the purchase by Energio of 100% of the fully paid ordinary shares in KCMH Nigeria, via:

  • (a) the purchase from TGP Australia Limited of all of the fully paid shares of KCMH Australia (which owns 75% of the shares in KCM Nigeria); and

  • (b) the acquisition of the remaining 25% of the ordinary fully paid shares in KCM Nigeria from Bedford CP Nominees Pty Ltd.

The final consideration for these acquisitions was:

  • (a) 85,766,667 ordinary shares in the Company to TGP Australia Ltd as consideration for the sale of KCMH Australia (and its 75% interest in KCM Nigeria) under the terms of the Sale and Purchase Agreement with TGP Australia Ltd; and

  • (b) 15,583,067 ordinary shares in the Company to Bedford CP Nominees Pty Ltd as consideration for the sale of its 25% interest in KCM Nigeria under the terms of the Share Sale Agreement with Bedford CP Nominees Pty Ltd.

Page 15 of 19

Page 16 of 19

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au

==> picture [77 x 30] intentionally omitted <==

29 February 2012

The Board of Directors Energio Limited 21 Teddington Road, BURSWOOD, WA, 6100

Dear Sirs,

DECLARATION OF INDEPENDENCE BY PHILLIP MURDOCH TO THE DIRECTORS OF ENERGIO LIMITED

As lead auditor for the review of Energio Limited for the half-year ended 31 December 2011, I declare that to the best of my knowledge and belief, there have been:

  • no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Energio Limited during the period.

==> picture [131 x 49] intentionally omitted <==

Phillip Murdoch Director

BDO Audit (WA) Pty Ltd Perth, Western Australia

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

Page 17 of 19

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au

==> picture [77 x 30] intentionally omitted <==

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF ENERGIO LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Energio Limited, which comprises the statement of financial position as at 31 December 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the disclosing entity.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the disclosing entity 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 control as the directors determine is 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 half-year 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 Energio Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Energio Limited, would be in the same terms if given to the directors as at the time of this auditor’s report.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

Page 18 of 19

==> picture [78 x 30] intentionally omitted <==

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 Energio Limited is not in accordance with the Corporations Act 2001 including:

  • (a) giving a true and fair view of the disclosing entity’s financial position as at 31 December 2011 and of its performance for the half-year ended on that date; and

  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001 .

BDO Audit (WA) Pty Ltd

==> picture [120 x 66] intentionally omitted <==

Phillip Murdoch Director

Perth, Western Australia Dated this 29[th] day of February 2012

Page 19 of 19