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MINERAL COMMODITIES LTD Interim / Quarterly Report 2013

Sep 9, 2013

65371_rns_2013-09-09_31af1abc-6b73-497b-8686-2e7bd0dabbc0.pdf

Interim / Quarterly Report

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Mineral Commodities Ltd

ABN 39 008 478 653

Half-Year Financial Report 30 June 2013

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2012 and any public announcements made by Mineral Commodities Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act.

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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Directors’ Report

The Directors present their report on the Consolidated Entity, consisting of Mineral Commodities Ltd and the entities it controlled at the end of or during the half-year ended 30 June 2013.

Directors

The following persons were Directors of the Company in office during the half-year, and up to the date of this report:

Mark Victor Caruso Executive Chairman Joseph Anthony Caruso Non-Executive Director Peter Patrick Torre Non-Executive Director / Company Secretary James Gerald Leahy Independent Non-Executive Director Guy Redvers Walker Independent Non-Executive Director

Results

The loss of the consolidated entity after income tax attributable to members of the parent entity was $639,426 (2012 loss $225,321).

Review of Operations

Highlights of the Group’s operations for the period under review are as follows:

TORMIN MINERAL SANDS PROJECT

The Company continued with the development of the Tormin Mineral Sands Project during the period with relevant works to prepare the site completed during the period with construction of the civil structures and process water ponds commenced.

Fabrication of the Primary Beach Concentrators (“PBCs”) proceeded throughout the period.

During the period, the Board resolved to build and commission a pilot plant to prove the mining methodology and provide further product for offtake testing. The pilot plant was successfully commissioned in June 2013 and is producing heavy mineral concentrate for the trial runs at the Blastrite facility. The results exceeded the Company’s initial expectations and the pilot plant will therefore continue to operate and produce a small quantity of non-magnetic concentrate each month until production commences and, in so doing, generate some initial revenue.

Offtake Agreement

As separately announced, the Company and its subsidiary, Mineral Sands Resources Proprietary Limited (MSR), which owns Tormin, concluded an offtake agreement with Wogen Pacific Limited for 100% of the non-magnetic concentrate (Concentrate) to be produced at Tormin. A substantial part of the negotiations and work to complete the agreement took place during the half year.

Pursuant to the agreement, Wogen will pay MSR for the Concentrate at an FOB level. Thereafter, Wogen will fund the shipping and processing of the Concentrate until such time as it is sold into the local Chinese market in finished product form, with sale proceeds net of commission, shipping and processing costs being paid over to MRC.

1

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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Discussions with various Ilmenite offtake partners have also progressed well and advanced discussions are ongoing with a preferred customer. However, until such time as offtake and funding terms have been agreed, the Company has deferred starting work on the construction of a dry separation plant to produce the Ilmenite product. As previously reported, the Garnet concentrate will be sold to Blastrite for secondary treatment.

Pre-Finance Arrangement

Wogen will also provide MRC with US$2 million under a pre-finance arrangement associated with the offtake arrangement. MRC will be able to draw down against the arrangement until 31 December 2013 and, while interest will accrue from the time it is drawn, capital and interest will only become payable when Tormin comes into commercial production.

Offshore Prospecting Activities

MRC has previously reported that a prospecting right for the offshore area immediately adjacent to Tormin was awarded towards the end of 2012. The offshore prospecting area covers an area of 12 square kilometers and extends 1km out to sea from the low-water mark and covers the full length of the existing 12km Tormin tenement.

The established geology of the region confirms that the source of the Tormin beach deposits is a Heavy Mineral-rich offshore zone and that the dynamic coastline serves to replenish the beaches by transporting sediment from deeper waters.

The offshore prospecting right represents the first step in MRC’s initiatives to significantly extend the Tormin Life of Mine. Consequently, since the award of the prospecting right, the Company has undertaken a series of informal replenishment tests. These tests involved excavating trenches at various intervals along the beach deposit and then allowing them to be filled from the offshore ore body. Assays of the samples taken at each stage were compared to each other and the original Tormin resource test work.

MRC is very encouraged by the results, which indicated replenishment to within 10% of the existing heavy mineral gradings. The Company has used the results from the tests to plan formal replenishment studies in conjunction with various specialists.

Formal studies will commence shortly with a view to identifying and quantifying the extent of beach replenishment. The Company is optimistic that these tests will show that replenishment from, or exploitation of this area, could at least double the expected Life of Mine of Tormin.

XOLOBENI MINERAL SANDS PROJECT

In November 2011 the DMR extended the prospecting rights over the Xolobeni project, excluding the Kwanyana block, for a further period of 3 years. During the first quarter of 2012, this right was executed and subsequently registered by the DMR in the third quarter of 2012.

MRC has also previously advised that the DMR had withdrawn the previously granted Conditional Mining Right over the Kwanyana block and that it was engaging with the DMR and Minister in relation to these matters. The Company subsequently withdrew all previous applications in respect of the Kwanyana block and immediately applied for a new prospecting right over the same block.

The benefit of this approach is that the Kwanyana block will be re-aligned with the rest of the Xolobeni project which will enable the Company to progress its application to develop Xolobeni in its entirety and, in so doing, demonstrate that this can be undertaken responsibly and sustainably.

2

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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The DMR accepted the new prospecting right application (“PRA”) over the Kwanyana block in the first quarter of 2012 and, in accordance with prevailing legislation, directed the Company to submit an Environmental Management Plan (EMP) for the prospecting work and details of its engagement with all stakeholders with an interest in the project. The Company compiled an EMP for the Kwanyana block prospecting work and undertook a comprehensive stakeholder engagement process (SEP) during the second quarter of 2012. The EMP and SEP report were also lodged with the DMR in accordance with the required timetable.

A number of objections to the PRA were received. Accordingly, the DMR was required by law to call a meeting to consider the objections and representations made by the Company. This meeting was held on 28 November 2012.

Based on the information presented at that meeting, the DMR instructed the Company to undertake additional consultation. A comprehensive consultation process, designed to identify and engage with all potential interested and affected parties designed during the last quarter. In addition, in keeping with local traditions, a series of pre-meetings were held with the traditional leaders in the Xolobeni area to update them on developments with the project, brief them on the planned consultation process and gain their approval for the process.

Having obtained the traditional leadership’s approval of the planned process and updated the DMR in the first quarter, the public consultation process took place in March and April 2013. Subsequently, feedback from all the meetings has been collated into a comprehensive issues and response trial which has been incorporated into a stakeholder engagement report (SER). The SER was completed in the last quarter and submitted to all relevant parties at the DMR for evaluation.

The Company remains optimistic that, based on this work, that the DMR will award a new prospecting right over the Kwanyana block in the final quarter of 2013 and enable the Company to do the final work necessary to submit a mining right application for the entire Xolobeni tenement as soon thereafter as possible.

Baseline Studies

In the interim, work has commenced on preparation for the various baseline studies that are required as part of the prospecting works programme and in preparation for and application for a mining right for Xolobeni. The Company will therefore be in a position to commence those studies as soon as the Minister approves the prospecting right.

CORPORATE

In January 2013, the Company successfully completed all three tranches of the $14.5 million capital raising to institutional and sophisticated investors and related parties.

Existing directors of the Company subscribed for up to A$3.4 million in shares in the Company on the same terms as those issued under the original placement. The final issue of approximately 9.9 million shares pursuant to the private placement took place on 23 January 2013.

Following the placement, the issued securities in the Company consists of the following:

  • 323,953,343 fully paid ordinary shares listed on the ASX

  • 10,000,000 Unlisted Options exercisable at $0.20 on or before 31 December 2015

  • 1,000,000 Unlisted Options exercisable at $0.35 on or before 31 December 2015

3

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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Events Subsequent to Balance Date

On 4 September 2013 Mineral Commodities Limited announced that it intends to undertake a 1 for 4 nonrenounceable entitlement issue of approximately 80,988,335 fully paid ordinary shares to raise approximately $6,479,066. The price of New Shares under the Offer is $0.08 each. The Offer is fully underwritten by Zurich Bay Holdings Pty Ltd and Au Mining Limited. The Prospectus for the Offer was lodged with ASIC on 4 September 2013.

The purpose of the Offer is to raise up to $6,479,066 to fund the completion, commissioning and start up working capital for the Tormin Mineral Sands Project.

Following completion of the Offer, the Company will have issued approximately 80,988,335 New Shares resulting in total Shares on issue of approximately 404,941,678.

On 4 September 2013 Mineral Commodities drew down the US$2 million pre finance funding from Wogen under the terms of the offtake agreement.

Auditor’s Independence Declaration

A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 15.

Signed in accordance with a resolution of the Directors.

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Mark Caruso Executive Chairman Perth, Western Australia 10 September 2013

4

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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Consolidated Statement of Profit and Loss and other Comprehensive Income for the half year ended 30 June 2013

Note
Revenues
From continuing operations
Other income
Administration expenses
Abandoned acquisition costs
Employees and consultants remuneration
Depreciation
Gain/ (loss) on disposal of fixed assets
Finance costs
Impairment of available for sale asset
3
(Loss) before income tax
Income tax expense
Loss for the half-year from continuing operations
(Loss) for the half-year
Loss is attributable to:
Owners of Mineral Commodities Ltd
Other comprehensive income
Changes in the fair value of available-for-sale financial assets
Exchange differences on translation of foreign operations
Other comprehensive income for the half-year net of tax
Total comprehensive (loss) for the half-year
Total comprehensive (loss) for the half-year is attributable to
Owners of Mineral Commodities Ltd
Earnings/(Loss) per share from continuing operations
attributable to the ordinary equity holders of the Company:
Basic and Diluted Loss per share
From continuing operations attributable to the ordinary
shareholders of the Company (cents per share)
Total basic loss per share for profit attributable to the ordinary
equity holders of the Company: (cents per share)
2013
$
2012
$
149,856
7,621
4,093
131,164
153,949
138,785
(508,652)
(225,777)
-
3,041
(107,275)
(86,923)
(14,335)
(12,449)
-
(152)
-
(27,846)
(163,113)
(14,000)
(639,426)
(225,321)
-
-
(639,426)
(225,321)
(639,426)
(225,321)
(639,426)
(225,321)
(35,000)
(492,866)
(233,906)
(211,396)
(268,906)
(704,262)
(908,332)
(929,583)
(908,332)
(929,583)
cents
cents
(0.20)
(0.15)
(0.20)
(0.15)

The above consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying notes.

5

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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Consolidated Statement of Financial Position as at 30 June 2013

Note
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Available for sale financial assets
3
Other current assets
Total Current Assets
NON-CURRENT ASSETS
Receivables
Property, plant and equipment
Exploration expenditure
4
Development expenditure
5
Total Non-current Assets
Total Assets
CURRENT LIABILITIES
Trade and other payables
6
Provisions
Total Current Liabilities
Total Liabilities
NET ASSETS
EQUITY
Contributed equity
7
Reserves
8
Accumulated losses
Parent entity interest
Non Controlling interest
TOTAL EQUITY
30 Jun 13
31 Dec 12
$
$
7,854,661
7,769,202
278,608
148,087
334,000
532,113
34,778
10,925
8,502,047
8,460,327
643,412
427,272
112,161
68,689
7,883,462
12,996,362
8,049,713
-
16,688,748
13,492,323
25,190,795
21,952,650
945,903
966,802
1,500
23,427
947,403
990,229
947,403
990,229
24,243,392
20,962,421
55,101,461
50,912,158
(1,720,281)
(1,451,375)
(29,316,637)
(28,677,211)
24,064,543
20,783,572
178,849
178,849
24,243,392
20,962,421

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

6

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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Consolidated Statement of Cash Flows for the half-year ended 30 June 2013

CASH FLOWS FROM OPERATING ACTIVITIES
Exploration and development
Interest received
Payments to suppliers and employees
Discontinued acquisition
Interest paid
Sundry Income
Net cash inflow/(outflow) from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for plant and equipment
Loan to other entities
Proceeds from sales of investments
Net cash (outflow)/inflow from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issue of shares and options
Short Term Loan received
Net cash inflow from financing activities
Net increase/(decrease) in cash and cash equivalents
held
Cash and cash equivalents at the beginning of the half-year
Cash and cash equivalents at the end of the half-year
Jun 13
Jun 12
$
$
(3,077,093)
(386,967)
149,856
7,621
(906,754)
(714,579)
-
(950,000)
-
(2,855)
4,093
6,000
(3,829,898)
(2,404,780)
(57,807)
(73,814)
(216,139)
-
-
537,297
(273,946)
463,483
4,189,303
-
-
1,432,500
4,189,303
1,432,500
85,459
(144,797)
7,769,202
249,389
7,854,661
104,592

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

7

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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Consolidated Statement of Changes in Equity

Balance at 1 January 2013
Loss for the half year
Change in fair value of
available for sale financial
assets
Exchange differences on
translation of foreign
currencies
Total comprehensive
income for the half year
Transactions with owners
in their capacity as owners
Contributions of equity net of
transaction costs
Balance at 30 June 2013

Balance at 1 January 2012
Loss for the half year
Exchange differences on
translation of foreign
currencies
Transfer to profit and loss on
shares sold
Changes in the fair value of
available for sale financial
assets
Total comprehensive
income for the half year
Transactions with owners
in their capacity as owners
Contributions of equity net of
transaction costs
Balance at 30 June 2012
Contributed
equity
Accumulated
Losses
Reserves
Total
Non-
Controlling
interest
Total
Equity
$
$
$
$
$
$
50,912,158
(28,677,211)
(1,451,375) 20,783,572
178,849 20,962,421
(639,426)
(639,426)
(639,426)
(35,000)
(35,000)
(35,000)
(233,906)
(233,906)
(233,906)
(639,426)
(268,906)
(908,332)
(908,332)
4,189,303
4,189,303
4,189,303
55,101,461
(29,316,637)
(1,720,281) 24,064,543
178,849
24,243,392
Contributed
equity
Accumulated
Losses
Reserves
Total
Non-
controlling
interest
Total
Equity
$
$
$
$
$
$
41,204,350
(27,772,729)
804,657
14,236,278
178,849
14,415,127
-
(225,321)
-
(225,321)
(225,321)
-
-
(211,396)
(211,396)
-
(211,396)
-
63,001
63,001
-
63,001
-
-
(555,867)
(555,867)
-
(555,867)
-
(225,321)
(704,262)
(929,583)
-
(929,583)
-
-
-
-
-
-
41,204,350
(27,998,049)
100,394
13,306,695
178,849
13,485,544

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

8

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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Consolidated Financial Statements for the half-year ended 30 June 2013

1. Basis of Preparation

These general purpose financial statements for the interim half-year reporting period ended 30 June 2013 have been prepared in accordance with Australian Accounting Standard 134 "Interim Financial Reporting" and the Corporations Act 2001.

It is recommended that these financial statements be read in conjunction with the annual financial statements for the year ended 31 December 2012 and any public announcements made by Mineral Commodities Limited during the half year in accordance with the continuous disclosure requirements arising under the Corporations Act 2001.

These interim financial statements do not include all the notes of the type normally included in annual financial statements.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

Going Concern

As disclosed in the Directors report and identified in recent Company announcements, the Group is in the process of developing the Tormin Mineral sands project in South Africa.

The Company was successful in raising $14.5 million, which was completed in January 2013. The Company has previously indicated that further funding initiatives, including offtake finance, debt and equity, were being explored to ensure that the working capital required to bring Tormin into production were being advanced.

Having completed the offtake and pre-funding arrangement with Wogen, MRC announced on 4 September that it intends to undertake a 1 for 4 non-renounceable entitlement issue of approximately 80,988,335 fully paid ordinary shares to raise approximately $6,479,066. The price of New Shares under the Offer is $0.08 each. The Offer is fully underwritten by Zurich Bay Holdings Pty Ltd and Au Mining Limited. The Prospectus for the Offer was lodged with ASIC on 4 September 2013.

The purpose of the Offer is to raise up to $6,479,066 to fund the completion, commissioning and start up working capital for the Tormin Mineral Sands Project.

The Directors are of the view that there are reasonable grounds to believe that the Group will be able to pay debts as and when they fall due either through equity raising and or the realisation of other assets.

On this basis, the Group’s financial statements have been prepared on a going concern basis.

2. Segment Information

Operating segments are now reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Directors that make strategic decisions.

There is no goodwill attaching to any of the segments. There has been no impact on the measurement of the assets and liabilities reported for each segment.

9

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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2. Segment Information (continued)

Half- Year 2013
Revenue from operations
Interest earned from
unrelated entities
Other income
Total segment revenue
Segment results
Profit /(Loss) before income
tax
Total segment assets
Total segment liabilities
Half-Year 2012
Revenue from operations
Gain from sales of
investments in listed
companies
Interest earned from
unrelated entities
Interest earned from
controlled entities
Other Income
Management fees from
controlled entity
Inter segment revenue
Total segment revenue
Segment results
(Loss) before income tax
Total segment assets
Total segment liabilities
Africa
Australia
Totals
Tormin
Xolobeni
Investing
Corporate
$
$
$
$
$
3,886
432
145,538
149,856
1,093
3,000
4,093
4,979
432
145,538
3,000
153,949
(19,710)
(2,138)
(17,575)
(600,003)
(639,426)
9,021,254
7,911,913
334,000
7,923,628
25,190,795
541,543
60,171
-
345,689
947,403
-
-
125,164
-
125,164
5,077
564
1,980
-
7,621
212,694
212,694
6,000
6,000
40,337
40,337
-
-
-
(253,031)
(253,031)
-
-
-
(253,031)
(253,031)
5,077
564
127,144
6,000
138,785
18,868
2,096
116,185
(362,470)
(225,321)
5,018,599
8,173,943
2,108,651
253,832
15,555,025
146,866
16,318
-
1,906,297
2,069,481

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Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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3. Available for Sale Financial Assets

Listed equity securities
Perpetual Resources Ltd
Other listed shares
Impairment of Listed shares
Total listed equity securities
Unlisted equity securities
Balance at 1 January 2013
Impairment
Balance at 30 June 2013
Total available for sale securities
4
Exploration Expenditure
Exploration expenditure – costs carried forward in
respect of areas of interest in:
Exploration and evaluation phases
5
Development and mine build expenditure
Development and mine build
6
Trade and other payables
Trade Creditors
Other payables
Trade and other payables
30 Jun 13
31 Dec 12
$
$
350,000
350,000
19,000
19,000
(35,000)
-
334,000
369,000
163,113
163,113
(163,113)
-
-
163,113
334,000
532,113
30 Jun 13
31 Dec 12
$
$
7,883,462
12,996,362
8,049,713
-
30 Jun 13
31 Dec 12
$
$
814,992
530,916
130,911
435,886
945,903
966,802

11

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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7 Issued capital

Ordinary Shares Fully
Paid
Balance at beginning of
period
Share placement
Conversion of 20 cent
options
Costs of Capital raising
Balance at the end of
the period
30 June
2013
31 December
2012
30 June
2013
31 December
2012
Number of Shares
$
$
274,008,385
153,393,385
50,912,158
41,204,350
49,936,636
120,615,000
4,244,645
10,252,864
8,322
-
1,665
-
(57,007)
(545,056)
323,953,343
274,008,385
55,101,461
50,912,158

Options

The following listed options over fully paid ordinary shares expired at 31 December 2012:

Category No of Options No of Options Exercise Price Exercise Price Expiry Date
Cents per Share
Listed Options 57,357,208 20 31 December 2012
The following options were issued
in the period 10,000,000 20 31 December 2015
Unlisted
Unlisted 1,000,000 35 31 December 2015
8 Reserves
Currency Financial General Listed
Total
Translation Asset Reserve Options
Reserves
Reserve Revaluation Reserve
Reserve
30 June 2013
Balance at 1 January 2013 (4,246,287) - 2,437,582 357,330
(1,451,375)
Exchange differences on
translation of foreign operations
(233,906) (233,906)
Changes in the fair value of
available for sale financial (35,000) (35,000)
assets
Balance at 30 June 2013 (4,480,193) (35,000) 2,437,582 357,330
(1,720,281)
30 June 2012
Balance at 1 January 2012 (3,507,599) 1,588,094 2,437,582 286,578
804,655
Exchange differences on
translation of foreign operations
(211,395) (211,395)
Changes in the fair value of
available for sale financial (492,866) (492,866)
assets
Balance at 30 June 2012 (3,718,994) 1,095,228 2,437,582 286,578
100,394

12

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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9. Commitments

At 30 June 2013 there were commitments for capital expenditure on the Tormin development of $11,258,710 (2012 nil) all occurring within the next 12 months.

10. Contingent liabilities

Bank Guarantees

The Company has provided bank guarantees with a total value of $311,185 (31 December 2012 - $313,636) to the Department of Minerals & Energy South Africa as security on tenements.

The Directors are not aware of any other Contingent Liabilities at the date of this report.

11. Related party transactions

There were no transactions with directors or director related entities during the financial period other than,

  • a) The payment of directors’ remuneration.

  • b) Minesite Construction Services a Company associated with Mr Mark Caruso and Mr Joseph Caruso has provided office space to Mineral Commodities Ltd (MRC) throughout the period.

The amount paid/payable by MRC was $27,000. This is considered to be an arms-length commercial rent. There is no formal sub lease in place.

12. Subsequent Events

On 4 September 2013 Mineral Commodities Limited announced that it intends to undertake a 1 for 4 non-renounceable entitlement issue of approximately 80,988,335 fully paid ordinary shares to raise approximately $6,479,066. The price of New Shares under the Offer is $0.08 each. The Offer is fully underwritten by Zurich Bay Holdings Pty Ltd and Au Mining Limited. The Prospectus for the Offer was lodged with ASIC on 4 September 2013.

The purpose of the Offer is to raise up to $6,479,066 to fund the completion, commissioning and start up working capital for the Tormin Mineral Sands Project.

Following completion of the Offer, the Company will have issued approximately 80,988,335 New Shares resulting in total Shares on issue of approximately 404,941,678.

On 4 September 2013 Mineral Commodities drew down the US$2 million pre finance funding from Wogen under the terms of the offtake agreement.

13

Mineral Commodities Ltd Half-Year Financial Report – 30 June 2013

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Directors’ Declaration

Declaration by Directors

The Directors of the Company declare that:

  1. The consolidated financial statements, comprising the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Cash Flow, Consolidated Statement of Changes in Equity and accompanying notes:

  2. (a) Comply with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and

  3. (b) Give a true and fair view of the consolidated entity's financial position as at 30 June 2013 and of its performance for the half-year ended on that date.

  4. In the directors' opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and behalf of the Directors by:

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Mark Caruso Executive Chairman Perth, Western Australia 10 September 2013

14

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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10 September 2013

The Directors Mineral Commodities Limited 40 Murray Road North WELSHPOOL WA 6106

Dear Sirs,

DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF MINERAL COMMODITIES LIMITED

As lead auditor for the review of Mineral Commodities Limited for the half-year ended 30 June 2013, 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 Mineral Commodities Limited and the entities it controlled during the period.

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Brad McVeigh 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.

Tel: +8 6382 4600 38 Station Street Fax: +8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF MINERAL COMMODITIES LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Mineral Commodities Limited, which comprises the consolidated statement of financial position as at 30 June 2013, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, notes comprising a statement of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the disclosing entity and the entities it controlled at the half-year’s end or from time to time during the half-year.

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 30 June 2013 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 Mineral Commodities 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 Mineral Commodities Limited, would be in the same terms if given to the directors as at the time of this auditor’s review 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 Mineral Commodities 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 30 June 2013 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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Brad McVeigh Director

Perth, Western Australia Dated this 10[th] day of September 2013