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MACRO METALS LIMITED — Interim / Quarterly Report 2012
Feb 28, 2012
65283_rns_2012-02-28_b53b8781-a522-4bce-97d1-6ea2c74b1787.pdf
Interim / Quarterly Report
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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 | - | - |
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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:
-
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.
-
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.
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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.
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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.
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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.
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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.
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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.
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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 | - | - | - |
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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.
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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 |
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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 |
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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.
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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
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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.
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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.
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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
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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.
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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
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Phillip Murdoch Director
Perth, Western Australia Dated this 29[th] day of February 2012
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